General terms and conditions of use for the PrestaShop Hosted offer

PrestaShop has designed and published open-source software, distributed under open license (Open Software License OSL-3.0), that enables Users to create e-commerce websites.

This software, called ‘PrestaShop, Classic offer’ can be downloaded from the website www.prestashop.com

It enables Users to customise their e-commerce website and add additional free or paid features that have been developed through open-source software by the PrestaShop community and are already built in or can be found on the PrestaShop marketplace.

Use of the Services is exclusively reserved for professionals as defined in French consumer law.

In order to enable professionals to quickly set up and operate an e-commerce website (‘Merchant Website’) to offer their products and/or services, PrestaShop has a package called PrestaShop, Classic offer which includes a set of preinstalled modules from the PrestaShop Essentials Suite as well as a help desk, hosting service and mypresta.shop domain name licence.

These general terms and conditions of use (‘T&Cs’) define the rights and obligations of PrestaShop and the PrestaShop Hosted offer User.
These T&Cs, along with the personal data protection policy, PrestaShop Account and Services general terms and conditions of use and the personal data processing agreement shown in Appendix 4 of these T&Cs, form the full set of terms and conditions of use.
PrestaShop reserves the right to modify the T&Cs at any time. When that occurs, the modifications will take effect fifteen (15) days after they are published on the prestashop.com website.

All Users are encouraged to regularly consult these T&Cs.

Contents

1. Définitions
2. Purpose of the Service
3. Subscribing to the Service and trial period
4. Subscription period
5. Features included in the PrestaShop Hosted offer
6. Financial and payment terms
7. User’s undertakings
8. User’s responsibilities
9. PrestaShop’s responsibilities
10. Suspending and cancelling the Subscription
11. Reversibility
12. Service availability and maintenance
13. Complaints and refunds
14. Intellectual Property
15. Personal data
16. Force majeure
17. Applicable law and jurisdiction
18. Transfer

Appendix 1 – Applicable conditions for PrestaShop Essentials Suite Modules included in the Service
Appendix 2 – Description of the Hosting Service
Appendix 3 – Description of the Help Desk Service
Appendix 4 – Personal Data Processing Agreement for the Help Desk Service

1.Definitions

Addons: the modules and themes listed and sold in the Addons catalogue
Back Office: the User’s personal space linked to their PrestaShop Account in which they can manage their Subscription and account
Connectors: the interface providing access to Third Party Services offered by Official Partners
Customer: any person making a purchase on the Merchant Website
Help Desk: the service described in Appendix 3 for the PrestaShop Hosted offer
Help Desk Service or Support: the services set out in Appendix 3
Hosting Service or Hosting: the services set out in Appendix 2
Instance: the equipment, software, servers, operating systems, runtime environment, database types and network connections defined and implemented by the Host enabling it to supply the Hosting Service
Merchant: any physical person or legal entity acting on a professional basis and operating a Merchant Website
Merchant Website(s): any e-commerce website created by a Merchant using PrestaShop Hosted offer
Modules: the software developments created by PrestaShop or a Third Party Seller in order to add one or more features to the Merchant Websites and which are either preinstalled or available to download from the PrestaShop marketplace website
Official Partners: commercial partners that have worked in partnership with PrestaShop to develop a Connector or Module available to Merchants by subscribing to a PrestaShop Service
PrestaShop: PrestaShop SA, a public limited company with capital of 580 852, 35€ , with registered offices at 198 Av. de France, 75013 Paris, and entered in the Paris company & trade register under no. B 497 916 635 00087.
PrestaShop Account: the account that enables Users to authenticate themselves and access the services offered by PrestaShop
PrestaShop, Classic offer: the software published by PrestaShop and available to download from the prestashop.com website, which enables the creation, administration and operation of a Merchant Website
PrestaShop Essentials Suite: the additional services developed and retailed by PrestaShop that enable Users to access Third Party Services developed by Official Partners. These Services are included in the PrestaShop Hosted offer product.
Service(s): the service(s) stated in these T&Cs
Source Files: the PrestaShop, Classic offer files and visual resources enabling the User, if they cancel their PrestaShop Hosted offer Subscription, to continue to use PrestaShop, Classic offer
Subscription(s): the various paid monthly or annual subscriptions for the PrestaShop Hosted offer
Terms and Conditions or T&Cs: these general terms and conditions of use
Third Party Seller: sellers who provide Users with the features included in the Service
Third Party Service: any service developed by an Official Partner and accessible via a Connector
Username: the email address the User used to create and log into their PrestaShop Account
Workarounds: a temporary solution to work around a bug so the service can continue to be used while a permanent solution is found

2.Purpose of the Service

PrestaShop Hosted offer enables the User to create and operate a hosted e-commerce website throughout the entire Service Subscription period.

The PrestaShop Hosted offer Service is a software package comprising:

• PrestaShop, Classic offer, detailed here
• PrestaShop Essentials Suite modules listed in Appendix 1
• One mypresta.shop domain name licence as set out in Article 5.2
• Merchant Website Hosting set out in Appendix 2
• Help Desk Service set out in Appendix 3

These features may change at PrestaShop’s sole discretion.

Users are free to add extra addons to customise their Merchant Website. Any purchase made on the PrestaShop Marketplace remains subject to the prestashop.com website service general terms and conditions and the PrestaShop Marketplace Client general terms and conditions.

3. Subscribing to the Service and trial period

Users subscribe to the PrestaShop Hosted offer on the prestashop.com, which requires a PrestaShop Account to be created.

After subscribing to the Service, Users enjoy a free trial period of fourteen (14) calendar days, which they may end at any time.

Only one free trial period is allocated to each User.

At the end of that trial period, if the User does not cancel their Subscription, use of the Services becomes subject to the financial terms set out in Article 6 of these T&Cs from the day after the trial period expires.

4. Subscription period

Subscription to the Service takes effect once the User agrees to these T&Cs for a period of one month or one year, depending on the Subscription selected.

The User may change the duration of their Subscription at the end of the current Subscription period

5. Features included in the Service

5.1 Preinstalled Modules

The PrestaShop Hosted offer includes a selection of preinstalled Modules, including the PrestaShop Essentials Suite Modules listed in Appendix 1.

5.2 Domain name

The PrestaShop Hosted offer includes a User licence for the mypresta.shop domain name for the User to use throughout their Subscription period. That licence enables the User to create a subdomain for their Merchant Website in the format xxx.mypresta.shop.

If the User already has a domain name, they may contact the Help Desk Service team directly to ask that their Merchant Website be redirected, as per the procedure set out in Article 5.4 of these T&Cs.

5.3 Hosting the Merchant Website

The PrestaShop Hosted offer includes a Subscription to the Hosting Service, for which the specifications and hosting provider’s information are given in Appendix 2.

As such, Users give PrestaShop all powers and authorisations to sign the hosting agreement in their name and on their behalf.

Note that PrestaShop has the right to change provider at any time.

In order to access the Hosting Service, the User must supply accurate, honest, current information on the registration form. Any incomplete fields will prevent the account being created with the hosting provider and block any access to the Hosting Services.

5.4 Help Desk Service

The PrestaShop Hosted offer includes access to the Help Desk Service, with the specifications given in Appendix 3.

To contact the Help Desk Service, send a request using this form.

Users agree not to abuse their access to the Help Desk Service.

6. Financial and payment terms

6.1 Financial terms

At the end of the free trial period of 14 calendar days described in Article 3 of these T&Cs, the Subscription for the PrestaShop Hosted offer incurs charges.

The monthly and annual Subscriptions prices are detailed on this page. Unless otherwise stated, all prices are expressed in euros, exclusive of VAT.

Subscription prices may be revised at any time by PrestaShop. Users will be informed of any new pricing conditions via their Back Office and by email at least thirty (30) days before the new Subscription prices come into effect.

If Users do not agree to the price changes, PrestaShop may cancel the Service in accordance with Article 10.2 of these T&Cs.

However, Users may retain their store under the conditions set out in Article 11.

PrestaShop may, at its sole discretion, offer promotional deals and discounts.

Each Subscriptions started is due and cannot be refunded.

6.2 Payment and invoicing terms

Subscription payments are made by monthly or annual direct debit using the information provided by the User when registering for the PrestaShop Hosted offer.

Users confirm that they hold the required authorisations to use the payment method entered and will take all necessary measures to ensure the monthly payment for the Service Subscription can be debited.

The first invoice is issued on the day the User subscribes to the Service. Payment is then debited every month or year on the anniversary date to renew the Subscription.

In the event of an increase in the resources required for the Hosting Service resulting in subscription to a higher tier, a pro rata adjustment invoice will be sent to the User before the new billing amount is applied, and this will be irreversible.

Any late payment (more than fifteen (15) calendar days overdue) of all or part of amounts that have fallen due will automatically and without prior notice result in:

• The immediate suspension of the Service and Merchant Website access until the User has fully paid all amounts owed
• All outstanding amounts payable to PrestaShop immediately falling due
• The invoicing, in addition to the flat fee of forty euros (€40) for debt collection, of late interest at three times the Banque de France’s legal interest rate in effect on the date of non-payment, calculated for the sum total of all amounts owed by the User.

7. User’s undertakings

Users agree to use the PrestaShop Hosted offer in such a way as not to constitute disorderly conduct or be offensive. As such, they will comply with current laws and regulations in effect in France and Luxembourg, including the requirement for mandatory wording that must show on the Merchant Website, and will refrain from any use to the contrary.

Users will regularly read the communications received at the email address provided to PrestaShop.

Users will manage their Merchant Website, including in terms of sales, logistics, marketing, and finance, to which PrestaShop is not a party, and will manage their commercial relationships with their Customers, including in terms of the costs relating to sending Customers, suppliers and Official Partners of the Merchant Website parcels by post, the bank fees relating to any payment method subscription, etc.
When requested by PrestaShop, Users will promptly supply all proof of the information declared when creating their PrestaShop Account (ID, registration certificate, proof of address dated within 3 months, etc.).

Users are bound to comply with the Hosting provider’s technical restrictions and specifications when using the Hosting Service, which are available through this link.

8. User’s responsibilities

Users are solely liable for the content of their Merchant Website and all transactions performed by themselves or any third party they appoint to use the PrestaShop Hosted offer.

As part of the global fight against online counterfeiting, Users agree that the products sold through their Merchant Websites comply with the applicable legislation and do not harm the rights of any third party, specifically copyright and trademarks, and Users will refrain from marketing or selling any counterfeit goods or digital content. Users declare that no legal action is being taken against them for counterfeiting.

Users are solely responsible for installing and configuring the Service and choosing the domain name.
They assume full responsibility for their Merchant Website’s security and, as such, will be vigilant and adopt all necessary measures to protect their Merchant Website, including regularly installing the available updates for Connectors, Modules and Themes to maintain their Merchant Website in operational condition and reduce the risk of security breaches.

9. PrestaShop’s responsibilities

9.1 Limitation of liability

PrestaShop has no responsibility and offers no guarantee regarding:

• The permanent availability of the Merchant Website, which may be unavailable for reasons including maintenance operations
• The suitability of the Merchant Website for the User’s needs
• The Merchant Website’s listing on search engines
• The number of visits to the Merchant Website
• The Merchant Website’s commercial profitability
• The absence of malfunctions and anomalies on the Merchant Website
• The unavailability of the domain name requested by the User

Under no circumstances may PrestaShop be held liable for any direct and/or indirect damages relating to the Third Party Services offered by its Official Partners.

PrestaShop is not party to the contractual relationships between Users and their Customers. Consequently, PrestaShop cannot be involved in any commercial dispute that may occur between Users and their Customers.

Except in the case of fraud or gross negligence, PrestaShop cannot be held liable for compensation for any damages whatsoever, whether direct or indirect.

9.2 Responsibility under the Hosting Service

PrestaShop acts as a simple technical intermediary for the Hosting Service. The account with the Hosting provider is only binding on the User.

The Merchant Website is hosted on the Hosting provider’s servers, which are managed by people and/or organisations over which PrestaShop has no control. In the event of a technical incident affecting the Hosting Service and not caused by the User, PrestaShop will do its best to restore the Merchant Website using the latest back-up.

PrestaShop will do its best to have the Merchant Websites’ databases and technical data automatically backed up.

More generally, PrestaShop accepts no liability in relation to the Hosting Service due to:

• difficulty accessing the hosted data due to network saturation and/or the internet’s technical specifications and limits, and internet access
• Service issues and malfunctions that are due to the data hosted on the Instance or the nature of the content installed or provided by Users on their Instance
• any deterioration of the Services due to the User’s actions and/or failure to comply with the conditions and technical restrictions that apply to the Instance
• the misappropriation or full or partial destruction of the transmitted or stored information, particularly when that information circulates on the internet, especially if that destruction is caused by a failure, carelessness and/or negligence that is directly or indirectly attributable to the User
• any contamination by virus or other IT bug of the User’s content, regardless of the technology used
• any third party intrusion into the User’s Instance inasmuch as, by express agreement, the security of the User’s Instance remains the User’s responsibility
• any direct or indirect consequences relating to the suspension or removal of the PrestaShop Hosted offer due to a breach of these T&Cs.

This list is not exhaustive.

10. Suspending and cancelling the Subscription

10.1 Cancellation by the User

Users are free to cancel their Subscription at any time by going to the Manage My Subscription page of their Back Office.

Cancellation is effective at the anniversary date of the Subscription after notice has been given and does not give rise to any refund to the User for the Subscription that has already started.

Cancellation will not incur any penalties.

10.2 Cancellation by PrestaShop

PrestaShop may cancel the PrestaShop Hosted offer Subscription at any time and without explanation or compensation.

The User will be informed by email if PrestaShop cancels the Service. That cancellation will take effect thirty (30) calendar days from the date of notification.

10.3 Suspension and/or cancellation due to a breach of contract or non-payment

Furthermore, PrestaShop may suspend or cancel the PrestaShop Hosted offer Subscription for any breach of contract, including:

• unpaid invoices
• non-acceptance of new T&Cs and/or new pricing conditions by the User
• use of the PrestaShop Hosted offer that is unlawful or unfair or that violates current laws and regulations in France and Luxembourg
• behaviour likely to harm PrestaShop’s image
• in response to a legal or regulatory obligation
• an order, injunction or ruling by a competent authority (including a court ruling or out-of-court decision)
• Merchant Website activity likely to disrupt the PrestaShop infrastructure
• Hosting Service use likely to disrupt the general smooth operation of the Hosting Service and/or contrary to the Hosting provider’s technical restrictions and conditions
• and more generally, any breach of these T&Cs

This list is not exhaustive.

Should one of these situations arise, the User may be required by PrestaShop to apply corrections to ensure compliance.

If compliance is not achieved or payment not received within fifteen (15) calendar days of that notice being sent by email, PrestaShop has the right to:

• either suspend access to the PrestaShop Hosted offer
• or permanently delete the Merchant Website

This clause removes the requirement for PrestaShop to seek a court order to cancel the Subscription.

The cancellation will result in the PrestaShop Hosted offer immediately ceasing and will not give rise to any refund to the User for the Service.

This means Users lose access to their Merchant Website, Hosting Service and Help Desk Service, and their licence to use the features included in the Service.

However, Users keep their PrestaShop Account.

11. Data recovery – Reversibility

If their Subscription is cancelled, Users may send a written request to recover their Merchant Website data and Source Files (orders, customer database and data used by features) by completing a form, subject to there being no outstanding Subscription payments.

The User is informed that data recovery is possible up until the effective termination date. Therefore, before cancelling a Subscription, it is the User’s responsibility to take into account any delays in recovering data.

If Users waive their right to recover their data at the time of cancellation, the data will be deleted and no longer recoverable.

If Users wish to use PrestaShop, Classic offer to continue to operate their Merchant Website, they expressly agree and acknowledge that the PrestaShop, Classic offer T&Cs and the PrestaShop Classic offer Personal Data Protection Policy apply. It is then the User’s responsibility to host their Merchant Website with the hosting provider of their choice.

12. Service availability and maintenance

In principle, the PrestaShop Hosted offer is available 24/7, unless there is a scheduled or unscheduled interruption for maintenance reasons or due to a force majeure event.

However, given the purpose of the Service, PrestaShop cannot guarantee the Service will be provided in an uninterrupted manner with no errors, anomalies, viruses, bugs or security breaches.

PrestaShop accepts no performance obligations in terms of service levels, whether for the response time or resolve time. As such, PrestaShop assumes only a best efforts obligation.

PrestaShop cannot guarantee that a fix can be found for reported incidents and issues.

It acknowledges and accepts that the Help Desk Service teams may directly and at their own initiative:

• update the Service for all operating systems and pre-installed Modules, as well as the PrestaShop Essentials Suite
• fix bugs affecting the pre-installed Modules and PrestaShop Essentials Suite in order to maintain the Merchant Website’s operation
• prevent or patch any security flaws found

PrestaShop will endeavour to perform those tasks at night.

That work is notified to Users five (5) business days before being performed and a reminder is sent, except in the event of an urgent situation requiring immediate intervention.

In that case, Users are hereby informed that all stipulations in Appendix 4 will apply.

13. Complaints and refunds

Users must notify PrestaShop of any complaints relating to a technical or payment issue involving the PrestaShop Hosted offer by completing the contact form provided in the Back Office.

Refund requests are subject to a full assessment by PrestaShop, which reserves the right to request proof in order to decide on the outcome of such a request.

14. Intellectual Property

14.1 Protection and ownership of rights

Subscribing to the PrestaShop Hosted offer does not give rise to any transfer of ownership of intellectual property rights to the User.

Users will not undermine in any way the intellectual property rights held by PrestaShop or any of its Third Party Sellers, including in regard to texts, photos, videos, data, posters, logos, brands and other elements depicted on the software interface.

Unless expressly otherwise stated, Users receive a simple non-exclusive, personal licence to use the PrestaShop Hosted offer, including the Modules and PrestaShop Essentials Suite developed by PrestaShop and its Third Party Sellers, for one Merchant Website only and anywhere in the world, being restricted to the Users’ own use, for the Service period and operations authorised in these T&Cs.

All other rights are reserved.

14.2 Domain name

Use of the PrestaShop brand in a domain name, other than as allowed by Article 5.2 of these T&Cs, is strictly prohibited.

PrestaShop only authorises the use of its ‘PrestaShop’ word mark in a domain name as part of the PrestaShop Hosted offer and only for the Subscription period. That right is therefore temporary and ceases once the Service has been cancelled.

14.3 Commercial listings

All texts, photos, videos, data, logos, brands and other elements depicted on the PrestaShop website are reserved and protected by intellectual property rights, including copyright and related rights, brand rights and database protection legislation.

Consequently, these elements cannot be used, circulated, reproduced or used in another way, even partially, without PrestaShop’s express prior approval.

However, Users are permitted to cite PrestaShop as a commercial listing.

Similarly, PrestaShop is permitted to cite the User as well as their product brands as commercial listings.

Each party expressly undertakes not to harm the image or reputation of the other party.

15. Personal data

Information relating to PrestaShop’s collection and processing of personal data is provided in the Personal Data Protection Policy.

To provide the Help Desk Service set out in Article 5.4, an agreement relating to the processing of Users’ personal data is shown in Appendix 4.

Users must comply with the legislation on personal data protection, sending emails and spamming, namely the French Data Protection Act no. 78-17 of 6 January 1978 and its amendments, and the European General Data Protection Regulation (GDPR) no. 2016/679.

As such, Users agree to (but are not limited to):

• Informing their Customers about how their personal data is used
• Informing Customers of cookies or any other kind of tracer being used and, if necessary, obtaining their consent
• Implementing the necessary technical and organisational measures for data protection

For more information about the Users’ obligations under the GDPR, read the text available here.

16. Force majeure

Any event constituting a force majeure event as defined by French case law will suspend the parties’ rights and obligations.

If the event(s) should last longer than two (2) months from the date of their occurrence, the parties may terminate the Service without compensation by sending an email notifying of the date the force majeure event occurred.

17. Applicable law and jurisdiction

These T&Cs are governed by French law.

Any dispute arising from the interpretation or performance of these T&Cs is subject to mediation, prior to any legal proceedings, through a mediator appointed by the most diligent party. If mediation does not end in resolution, the dispute is subject to the exclusive jurisdiction of the Tribunal de Commerce de Paris (Paris commercial court).

18. Transfer

Users acknowledge that subscription to the PrestaShop Hosted offer is done on an exclusively personal basis and may not be transferred in any way, either free of cost or charged.

To ensure the proper fulfilment of its obligations under these T&Cs, PrestaShop reserves the right to transfer, sell or contribute to a third party all or part of these T&Cs, or to have a third party replace it in some or all of their execution.

 

Appendix 1 – Applicable conditions for PrestaShop Essentials Suite Modules included in the Service

PrestaShop Essentials Suite includes the additional services developed and retailed by PrestaShop that enable Users to access Third Party Services developed by Official Partners.

These Services are included in PrestaShop Hosted offer.

This Suite contains Modules, for which the description and terms and conditions of use are given in the PrestaShop Account General Terms and Conditions.

In addition, the Suite includes:

• The PS Legal Service enabling Users to generate their privacy policy and general terms and conditions of sale as well as legal notices for their Merchant Website
• The Theme & Design Service enabling Users to configure the appearance of their Merchant Website, add logos, and select colours, fonts, page layouts and images.

Appendix 2 – Description of the Hosting Service

The Hosting provider selected by PrestaShop is Gandi, an SAS (simplified joint stock company) with equity of €630,000, entered in the Paris company and trade register under number 423 093 459, having its registered office at 63-65 Boulevard Masséna, 75013 Paris, France.

The Hosting Service includes:

• automated installation of the User’s Merchant Website
• dedicated resources guaranteeing Users the best performance for their Merchant Website
• 50 GB storage capacity
• 2 CPU and 512 MB of RAM
• unlimited bandwidth
• free TLS/SSL certificates: Users may generate free TLS/SSL certificates in order to secure their data exchanges and reassure visitors to their Merchant Website
• snapshots: to easily recover previous versions of Merchant Website files using the periodic automatic snapshot system included in the Hosting Service
• Varnish accelerator: Users can use a Varnish cache to cache the most visited pages of their Merchant Website. This reduces the response time and boosts the page loading speed for visitors.
• Merchant Website and data hosting in France

Appendix 3 – Description of the Help Desk Service

The Help Desk Service can be contacted via the website https://help-center.prestashop.com/en/contact and is available at the following times:

• Monday to Saturday, 9 am to 8 pm (CET) for all non-technical requests
• Monday to Saturday, 9 am to 10 pm (CET) for all requests that need to be handled by the technical department and that impact the operation of a Merchant Website or involve the features of the PrestaShop Hosted offer

Where possible, Support will be provided in the User’s language. If the Help Desk teams are not proficient in that language, upon receiving the request a reply in English will be given in order to achieve a faster overall resolution.

The PrestaShop Help Desk Service includes:

• resolving issues via videos of a ‘reference’ Merchant Website
• updating the PrestaShop Hosted offer (for all operating systems and features)
• fixing bugs affecting features included in the PrestaShop Hosted offer
• providing advice on the choice of features to meet specific needs
• managing subscriptions (refunds, email changes, etc.)
• handling all requests relating to a Merchant Website’s life cycle
• acting as the intermediary for Github and Zendesk
• working on the Hosting Service
• directly working on the Merchant Website in order to install updates and fix bugs in Modules, including PrestaShop Essentials Suite, in accordance with Article 5.4 of these T&Cs
• identifying issues with Third Party Seller Modules
• helping with installation and configuration (for the first 30 days)
• providing assistance after a bug has been reported, to identify the initial response
• helping to characterise the bug following Workaround solutions for issues relating to PrestaShop, Classic offer (advice on modules, advice from forums, etc.)

The PrestaShop Help Desk Service does not include:

• managing bugs from open source projects
• managing bugs from custom developments (such as new features)
• resolving issues with PrestaShop, Classic offer
• handling User requests for custom, personalised or bespoke developments for their Merchant Website
• resolving issues with Third Party Services
• handling certain services offered, such as training, and more generally any work performed on the Merchant Website
• resolving faults and failures of the Merchant Website due to the addition to and/or modification of the PrestaShop, Classic offer code by the User, a technical service provider or another third party appointed by the User

Appendix 4 – Personal Data Processing Agreement for the Help Desk Service

This agreement for the processing of personal data, together with the above T&Cs and the Personal Data Protection Policy, contain all the terms and conditions of use for the Help Desk Service and are applicable to all Users of the PrestaShop Hosted offer.

As part of the Help Desk Service, Users may need to communicate personal data to PrestaShop. As defined by Article 4 (7) and (8) of the General Data Protection Regulation (GDPR), Users are the controller and PrestaShop is the processor of the personal data.

Article 1. Definition

For the purposes of this Agreement, wherever the following terms begin with an uppercase letter, they will be understood as having the meanings defined below.

Agreement: this personal data processing agreement for the Help Desk Service.

Breach: a security breach leading to the accidental or unlawful destruction, loss or alteration, or unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

Controller: as defined by Article 4 (7) of the GDPR. For the purposes of this Agreement, the User is the Controller.

Customer: any person who has entered into a contract with the User via their Merchant Website.

GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

Personal Data: any and all information relating to identified or identifiable natural persons (hereinafter the ‘Data Subjects’).

An “identifiable natural person” is an individual who can directly or indirectly be identified, including by reference to an identifier, such as a name, identification number, location data and online identifier, or to one or more elements specific to their physical, physiological, genetic, psychological, financial, cultural or social identity.

Personal Data are those entrusted by the User to PrestaShop for the purpose of their Processing on behalf of the former under this Agreement. These data are listed in Article 4 below.

Processing: any operation or set of operations performed on Personal Data or sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or other form of provision, alignment or combination, restriction, erasure or destruction.

Processor: the natural person, legal entity, public authority, service or other body processing the Personal Data on behalf of the User. For the purposes hereof, PrestaShop is the Processor.

Article 2. Purpose

The purpose of this Agreement is to define the terms and conditions under which PrestaShop will perform the Personal Data Processing operations described below on behalf of the User.

Within the context of their contractual relations, the parties undertake to comply with current Personal Data Processing regulations, particularly the GDPR (as well as the amended French Data Protection Act no. 78-17 of 6 January 1978).

Article 3. Term of the agreement

This Agreement will take effect when the User subscribes to the PrestaShop Hosted offer and will end when the Service ends.

Article 4. Description of Processing

• Services rendered:

PrestaShop is authorised to process Personal Data on the User’s behalf for the purpose of providing Help Desk Services.

• Types of operations performed:

The Services rendered, during which PrestaShop may process the User’s Personal Data, are described in Article 5 of the T&Cs.

• Purposes of Processing:

Access to the Personal Data processed by the User while operating their Merchant Website is required in order for PrestaShop to meet its contractual obligations and effectively provide the Help Desk Service.

• Processed Personal Data and Data Subjects:

Providing Help Desk Services requires PrestaShop’s teams to work on the Merchant Website at the request of the User. Access to the User’s Back Office inherently provides access to the User’s Personal Data (full name, email address and telephone number).

Likewise, PrestaShop may have access to the User’s Customer data. PrestaShop may have access to the following Personal Data: Customer identification data (full name, postal address, email address and telephone number) and data about any purchases made on the User’s Merchant Website.

For the purpose of performing the Services in this Agreement, the Controller will provide the Processor with the information required as per the latter’s Personal Data Protection Policy.

Article 5. PrestaShop obligations

5.1. Personal Data Processing

PrestaShop undertakes to:

(I) process the Personal Data solely for the purpose(s) of the Processing defined in Article 5 and in accordance with the T&Cs

(II) process the Personal Data in accordance with the User’s documented instructions If PrestaShop considers that an instruction violates the GDPR (EU) No. 2016/679 or any other provision of EU law or the laws of the EU Member States relative to data protection, it will immediately notify the Controller. Furthermore, if PrestaShop is required to transfer data to a country outside the European Union, it must inform the User of that legal obligation prior to Processing, unless the law in question prohibits such notification on important grounds of public interest

Users may send written instructions, so long as they are consistent with the PrestaShop Hosted offer.

(III) guarantee the confidentiality of the Personal Data processed by virtue of this Agreement. If PrestaShop should be legally compelled to transmit the Personal Data to an authority, it will first notify the User of this, unless the law should prohibit such notification on grounds of public interest;

(IV) ensure that the people authorised to process the Personal Data by virtue of this Agreement:

• undertake to respect the confidentiality of the Personal Data,
• receive the necessary Personal Data protection training,
• only process Personal Data for the aforementioned Processing purposes;

(V) incorporate the principles of data protection by design and data protection by default into its tools, products, applications and services.

5.2 Subsequent Processing

Users authorise PrestaShop to use other data Processors (hereinafter ‘Subsequent Processor(s)’) to carry out specific Processing tasks.

Users are hereby informed that PrestaShop already uses the Subsequent Processors listed below for its Help Desk Services.

For the management and provision of its Help Desk Services to Users, PrestaShop uses Zendesk, software published by Zendesk Inc., 1019 Market Street, San Bruno, CA 94103, USA. A data processing agreement between PrestaShop and this Subsequent Processor provides a level of protection and security fully consistent with applicable Personal Data protection legislation. As required by applicable legislation on the subject, the transfer of Personal Data outside the European Union is safeguarded by standard contractual clauses.

For its Level 1 Help Desk Service, PrestaShop uses the company Active Contact, 2 rue de Guinée, 1002 Tunis, Tunisia, to provide Level 1 Support to Users. A data processing agreement between PrestaShop and this Subsequent Processor provides a level of protection and security fully consistent with applicable Personal Data protection legislation. As required by applicable legislation on the subject, the transfer of Personal Data outside the European Union is also safeguarded by standard contractual clauses.

As part of our Level 2 Help Desk Service, your Data may be processed by our Subsequent Processor Sifast, 42 Rue Météore, Route El Aïn Km1, Sfax 3003, Tunisia. A data processing agreement between PrestaShop and this Subsequent Processor provides a level of protection and security fully consistent with applicable Personal Data protection legislation. As required by applicable legislation on the subject, the transfer of Personal Data outside the European Union is also safeguarded by standard contractual clauses.

For the PrestaShop Metrics Paid Service and the RBM Modules, PrestaShop uses the company Chargebee Inc., 340 S Lemon Ave #1537, Walnut, CA, 91789, USA. A data processing agreement between PrestaShop and this Subsequent Processor provides a level of protection and security fully consistent with applicable Personal Data protection legislation. As required by applicable legislation on the subject, the transfer of Personal Data outside the European Union is also safeguarded by standard contractual clauses.

PrestaShop also uses Jira, software published by Atlassian, 341 George Street, Sydney, NSW 2000, Australia, to provide the ticketing system that sends User requests to the Help Desk teams. That software is hosted internally on PrestaShop’s Google server in the Netherlands, which provides a level of protection and security in line with applicable Personal Data protection legislation.

In the event of subsequent Processing, PrestaShop will inform the User of any changes involving the addition or replacement of Subsequent Processors, at least one (1) month prior to the change, so as to give the User the chance to share any objections to the said changes.

On hiring another Subsequent Processor, PrestaShop will ensure that the same obligations are imposed upon that Subsequent Processor as those set out in this Agreement regarding Personal Data protection to ensure that the Subsequent Processor meets the requirements of the above-mentioned regulation.

5.3. Data subjects

Persons’ rights concerning information. The User is responsible for communicating information about Personal Data Processing to its concerned Customers at the time of collection of the said data.

Persons’ exercise of their rights. As far as possible, PrestaShop will help the User fulfil its obligation of handling requests from its Customers to exercise their rights to access, rectify or remove their Personal Data, to object to or restrict the Processing thereof, to data portability and to not be the subject of an automated decision (including profiling).

The services are set up so that the User can respond to its Customers’ requests.

5.4 Notification of Personal Data Breaches

PrestaShop will notify the User by email of any Personal Data Breach within seventy-two (72) hours of having become aware of it. This notification will be accompanied by all useful information to enable the User to notify the competent data protection authority of the Breach, if necessary.

PrestaShop will provide the following information, where such is available:

• the nature of the incident;
• the date and time of detection of the incident;
• the affected Personal Data;
• any measures taken directly to limit any additional damage;
• the date and time when the incident came to an end;
• any structural prevention measures going forward.

5.5 Assistance

PrestaShop will help Users, inasmuch as possible, so that they may fulfil their obligations in respect of the aforementioned Processing, to create impact assessments, notify Breaches and exercise their Customers’ rights.

5.6 Fate of Personal Data

Upon the conclusion of the Help Desk Service relating to Personal Data Processing, PrestaShop will return all Personal Data to the User or to the Processor designated by the latter.

This return will include all existing copies in PrestaShop’s IT system as well as written confirmation of the data’s destruction, unless applicable legislation prohibits PrestaShop from destroying the Personal Data for a given period of time. In this case, PrestaShop will protect the Personal Data’s confidentiality and archive them in order to retain them as proof.

5.7 Documentation

PrestaShop declares that it will keep a written register of all categories of Processing activities performed on behalf of the User.

PrestaShop will provide the necessary documentation to the Controller to demonstrate compliance with all its obligations and to enable the User to conduct audits.

Article 6. User obligations

Each User undertakes to:

• document all of their instructions in writing concerning Personal Data Processing by PrestaShop, if specific instructions should be necessary;
• supervise the Processing, including the performance of audits and inspections of PrestaShop;
• report any Personal Data Breach which entails a legal obligation to notify the relevant supervisory authority.

Article 7. Security measures

PrestaShop will implement technical and organisational measures intended to ensure the security and confidentiality of the Personal Data against any unauthorised access, alteration, use, modification or disclosure during the performance of the Help Desk Service.

As such, PrestaShop’s Help Desk employees are subject to an obligation of confidentiality.

Given the state of the art, the cost of implementation and the nature, scope, context and purposes of the Processing, the parties undertake to implement all appropriate technical and organisational measures to provide a level of security which is commensurate with the risk.

Users are responsible for the security of their Merchant Website at all times.

Article 8. Liabilities

The parties acknowledge that they share responsibilities to the Customers, pursuant to Article 82 of the GDPR.

Users acknowledge that PrestaShop shall only be held liable for any damage caused by the Processing if PrestaShop has failed to perform the obligations specific to Processors under the GDPR.