Prestashop Experts Program Terms & Conditions

PREAMBLE

PrestaShop is the designer and publisher of an open-source software solution, distributed under a free license (Open Software License OSL-3.0), allowing its users to create e-commerce sites.

This solution, called Solution Edition Classic, can be downloaded from the PrestaShop website www.prestashop.com.

It allows its users to create and personalize their e-commerce site and add additional features, free or paid, freely developed by the PrestaShop community already integrated or accessible on the Marketplace PrestaShop.

The benefit of the Services is exclusively reserved for professionals within the meaning of French consumer law.

These Terms and conditions of use (T&Cs) govern the services provided by PrestaShop to its users. They form, with the personal data protection policy and the terms of use of the site “prestashop.com”, full terms of use.

PrestaShop reserves the right to modify these T&Cs at any time, including the criteria for calculating the score allowing the attribution of Status to Members of the Experts Program. If applicable, the modifications will take effect fifteen (15) days after their publication on the prestashop.com site.

SUMMARY

ARTICLE 1. PREAMBLE
ARTICLE 2. DEFINITIONS
ARTICLE 3. ACCEPTANCE OF THE TERMS AND CONDITIONS
ARTICLE 4. CONDITIONS RELATING TO APPLICATION TO THE EXPERTS PROGRAM
ARTICLE 5. PRESENTATION OF THE EXPERTS PROGRAM
ARTICLE 6. EXPERTS PROGRAMS COMPOSITION
ARTICLE 7. FINANCIAL CONDITIONS
ARTICLE 8. DURATION
ARTICLE 9. SUSPENSION OR TERMINATION AUDIT
ARTICLE 10. RESPONSIBILITY
ARTICLE 11. PERSONAL DATA
ARTICLE 12. INTELLECTUAL PROPERTY
ARTICLE 13. CONFIDENTIALITY
ARTICLE 14. DIVERS
ANNEX 1. STANDARD CONTRACTUAL CLAUSES

ARTICLE 1. DEFINITIONS

« Benefits » designates all the services detailed in the Experts Portal.
« Candidate » designates any natural or legal person acting in a professional capacity (including advertising and communications agencies, graphics agencies, web and IT agencies) wishing to register for the Experts Program.
« Terms and conditions or T&Cs » means these Terms and conditions, including any annexes and modifications.
« Confidential information » means any information or document (i) identified as such by the designation of the term « confidential » by the party disclosing it or which it is reasonable for the receiving party to believe, taking into account the context, that it is ‘confidential information, or (ii) if disclosed orally or visually, any information declared to be confidential or which, failing that, should reasonably be considered as such by the receiving party taking into account the context or nature of the information herself.
« Merchant » means any natural or legal person acting in a professional capacity and operating a Merchant Site.
« Marketplace PrestaShop » designates the platform referencing all the Addons in the Addons Catalog accessible at the address: https://addons.prestashop.com (or any URL which may be substituted for it).
« Member » designates a Candidate for the Experts Program who has been validated by PrestaShop.
« Modules » designates software developments carried out by PrestaShopor by a Seller intended to add one or more functionalities to the Merchant Sites, whether they are pre-installed or downloadable from the PrestaShop Marketplace.
« Experts Program » designates the offer proposed by PrestaShop to its community of agencies allowing its Members to benefit from the advantages presented in these Terms and Conditions
« Experts Portal » designates the interface giving Members access to all documentation and information relating to the Experts Program.
« PrestaShop » designates the limited liability company with capital of 430,645.65 euros, whose head office is located at 198 Avenue de France, in PARIS (75013), registered with the Paris RCS under number B 497 916 635.
« Prospect » designates a User who has informed PrestaShop of his interest in the services of a Member directly or through the Prestashop.com site.
« Experts Directory » designates the page listing the Members of the Experts Program.
« Site Marchand » designates the e-commerce site created by the Merchant at way of the Solution.
« Status » designates the Member’s score, as defined in the Experts Portal.
« Solution » designates the open-source e-commerce solution published by PrestaShop, freely downloadable from its website, GitHub or through the PrestaShop Edition offer.

ARTICLE 2. ACCEPTANCE OF THE TERMS AND CONDITIONS

Access to the Experts Program and its Benefits is subject to complete and unreserved acceptance of these T&Cs by the Candidate. This acceptance is deemed given once the Candidate has completed the Registration Form to the Experts Program on the dedicated page.

In the event of registration by an employee on behalf of his employer, the latter will be considered a Member for the purposes of these T&Cs. The employee represents and warrants that he has the authority to bind his employer to this Program.

Each Member is responsible for:

(a) ensure that its employees, agents and subcontractors comply with these T&Cs and;

(b) any violation of these Terms by its employees, agents or subcontractors.

ARTICLE 3. CONDITIONS RELATING TO APPLICATION TO THE EXPERTS PROGRAM

Access to the Experts Program is open to Candidates who have carried out construction, redesign or migration services on a minimum of five Merchant Sites still active on the date of application.

Registration for the Experts Program is free and without obligation, it requires the provision of the information indicated as mandatory on the Registration Form accessible on the prestashop.com website. Any incomplete application makes it impossible to join the Experts Program.

The Candidate guarantees that all the information he provides during registration is accurate and up to date.

In accordance with applicable commercial, economic and financial laws and regulations, the Candidate represents and warrants that neither it nor its subsidiaries, their respective directors, officers, employees or affiliates are located, organized or resident in any country or territory that is, or could be, the target of comprehensive sanctions at the country/region level.

The Candidate acknowledges that access to the Program is conditional on the clearance of any possible debt. Therefore, in the event of an unpaid invoice, access to the Experts Program will be refused by PrestaShop until payment is made.

It is specified that PrestaShop is able to reject an application, at its sole discretion.

ARTICLE 4. PRESENTATION OF THE EXPERTS PROGRAM

The Experts Program aims to encourage the contributions of each Member through rewards which will be set in the Experts Portal and on the following landing page https://prestashop.fr/devenir-expert/, through three (3) levels detailed in Article 5.

Each Member is assigned a Status based on the score obtained based on the criteria set out on the Experts Portal and the presentation page of the Experts Program.

Only the Member Status is published, unlike the Score which remains confidential.

The Score obtained by the Member cannot be the subject of any complaint, claim or recourse. It is updated every six months by PrestaShop upon declaration by the Member. If the Member no longer meets the criteria for their Status, PrestaShop may modify it.

The Member’s Status entitles him or her to the Benefits described on the Experts Portal and on the presentation page of the Experts Program, which are likely to evolve. As such, the Member is invited to regularly consult this page.

In the event of a change in their Status, it is specified that the Member will not be able to benefit again from the Advantages already used.

The Member undertakes to make all necessary modifications in order to update the information relating to their Status on their website, sales brochures and other media.

Depending on their Status, the Member benefits from the corresponding Benefits accessible on the Experts Portal.

ARTICLE 5. EXPERTS PROGRAMS COMPOSITION

The Experts Program is made up of three levels:

• the recognition program aimed at rewarding services performed by Members on a Merchant Site,
• the (optional) incentive program aimed at remunerating Members for the installation of Modules selected by PrestaShop,
• the merchant connection program (optional) aimed at promoting the Member on the prestashop.com site.

5.1. Recognition program

Throughout the duration of the Experts Program, Members declare all Merchant Sites on which they have carried out at least one construction, redesign or migration service via the Experts Portal.

The declaration of Merchant Sites helps to improve the Member Score. The calculation of points is determined by PrestaShop and detailed on the Experts Portal.

PrestaShop reserves the right to verify the information thus declared.

Registration in the Experts Program necessarily entails participation in the recognition program.

5.2. Incentive program

If they wish, Members can declare Merchant Sites on which they have installed modules selected by PrestaShop and collect a fee.

PrestaShop selected the services eligible for the incentive program and determines the amounts of the feet that the Member can obtain in return for these installations.This list of eligible services and the method of calculating the fee are available on the Experts Portal and are subject to change, which may be updated at the sole discretion of PrestaShop, upon notification to Members.

The installation of Modules or eligible services on a Merchant Site must be declared by the Member to PrestaShop. The Member is solely responsible for obtaining the Merchant’s consent to the installation as well as the correct technical configuration.

PrestaShop is responsible for verifying the Member’s declarations. The Member will not be rewarded in the event:

• incorrect installation of Modules selected;
• false declaration;
• subsequent claim from the Merchant
• the fraud.

After validation by PrestaShop, the Member can benefit from the fee displayed in the Experts Portal.

5.3. Merchant connection program

5.3.1 Subscription to the Certification plan and visibility.

Once registered in the Experts Program, Members can, if they wish, subscribe to the Certification and visibility plan, the advantages of which are detailed on the Experts Portal.

The subscription can be taken out monthly or annually by Members. By subscribing to the Certification and visibility plan, Members benefit from:

• access to all the certification Modules, details of which are presented in the Experts Portal;
• a dedicated page on the Experts Directory ;
• a dedicated contact form allowing Prospects to make their request.

At the end of the monthly or annual subscription, the subscription is tacitly renewed for the same duration.

If you unsubscribe from the certification and visibility plan, the service is automatically terminated at the end of the current subscription month or year. The Member will benefit from the advantages until termination.

5.3.2. Experts Directory connection.

PrestaShop will make its best efforts to identify the needs of Prospects and put them in contact with the Member.

The contact details of Prospects presenting a need or having a request will be communicated to the Member by PrestaShop by email.

The Member undertakes to respond in due time to the Prospect to carry out a service on its Merchant Site.

The Member will under no circumstances be authorized to offer a Merchant or Prospect offered by PrestaShop a software solution other than the Solution PrestaShop.

In order to improve conversion on the Experts Directory, PrestaShop reserves the right to qualify Prospects and improve the connection process, including but not limited to:

• modifying the filtering criteria on the Experts Directory so that Prospects can view the Members who best match their search criteria;
• the addition of a form to better qualify the needs of Prospects;
• carrying out a prospecting campaign to better qualify Prospects’ requests;

5.3.3. Availability of the Experts Directory.

PrestaShop will make its best efforts to make the site prestashop.com prestashop.com on which the Experts Directory appears available 24 hours a day, 7 days a week without interruption other than that necessary for the curative or evolutionary maintenance of PrestaShop. However, due to the nature of the service, PrestaShop does not guarantee the Member uninterrupted operation.

In general, PrestaShop may temporarily or permanently suspend, at any time, the listing of Members on the prestashop.com site, in order to maintain the consistency and proper functioning of the Experts Directory.

5.4. PrestaShop promotion

The Member undertakes to use the official logo(s) as communicated on the Experts Portal and to respect the logo corresponding to their Status.

The Member undertakes to promote PrestaShop and the Experts Program, at its own costs and expenses, in particular on its website(s), on banners and roll ups during all official events linked to e-commerce at which the Member participates as an exhibitor or speaker.

As part of this promotion, the Member (i) agrees to comply with all applicable regulations, including those relating to prospecting and personal data; (ii) must not imply that these communications are sent on behalf of PrestaShop; (iii) shall not make any false, misleading or disparaging statements or assertions regarding PrestaShop; (v) copy or imitate the appearance of PrestaShop sites, brands or services or misrepresent the Member’s affiliation with PrestaShop; or (vi) engage in any other practice that could negatively affect the credibility or reputation of PrestaShop.

ARTICLE 6.  FINANCIAL CONDITIONS

6.1. Subscription to the Certification and visibility plan

Subscription prices are detailed on the Experts Portal.

Subscription payments are made by monthly or annual direct debit, depending on the plan selected by the Member. The first payment is invoiced on the day of subscription to the Certification and visibility plan. The Member will then be deducted monthly or annually, depending on the plan selected, on the anniversary date of subscription.

Each monthly or annual subscription started is due and cannot be refunded.

6.2 Payment of fee due to the Member

As part of the Incentive program, the Member can benefit from a fee calculated in accordance with the catalogs of offers presented by PrestaShop and according to the terms set out in the Experts Portal.

PrestaShop reserves the right to carry out the necessary checks to calculate the fee.

After having duly declared the information by the Member, PrestaShop calculates fees owed to the Member for the Incentive Program.

Invoices issued are paid within thirty days of receipt, adding the applicable VAT.

ARTICLE 7. DURATION

Participation in the Experts Program has no time limit.

Members acknowledge that PrestaShop may, however, terminate the Experts Program upon prior notification to Members no later than two months before the closure of the Experts Program. In this case, Members will no longer have access to the Benefits from the date the Experts Program closes.

ARTICLE 8.  SUSPENSION OR TERMINATION

8.1. Termination for convenience.

Members may, at any time, cease to be a Member of the Experts Program.

To do this, the Member simply needs to inform PrestaShop by e-mail at [email protected]. Once informed, PrestaShop will unsubscribe the Member as soon as possible, the latter then no longer benefiting from the Advantages of the Experts Program.

The Member remains free to register again and at any time for the Experts Program.

8.2. Downgrading and suspension.

PrestaShop may downgrade from the Experts Directory or temporarily or permanently suspend Member from the Experts Program in cases where the Member:

• breach of an obligation of these T&Cs,
• adopts behavior that harms PrestaShop, its image or its reputation (in particular harm, defamation, denigration, lack of professionalism, fraud, migration or promotion to Merchants of other software solutions etc.),

The Member acknowledges that during the suspension period, he will not receive any compensation.

8.3. Consequences of the end of the Experts Program.

Following termination of the Experts Program, the Member no longer benefits from the Benefits and undertakes to cease using the PrestaShop logos.

Downgrading of the Member or termination for any reason whatsoever will not give rise to any refund of subscriptions already paid by the Member. However, fees remain due between the parties after termination.

ARTICLE 9. AUDIT

The Member grants PrestaShop the right to verify, to carry out or have carried out at its own expense by an accountant of its choice subject to a confidentiality commitment, to an audit of the accounting of the Member and relevant information stored in his account or in his backups in order to verify the fees paid or due by the Member. The Member undertakes to cooperate fully so that such control is carried out under the best conditions and as quickly as possible.

ARTICLE 10. RESPONSIBILITY

PrestaShop cannot under any circumstances be held responsible for direct or indirect damage resulting in particular and without this list being exhaustive:

• loss of profit, loss of opportunities, loss of customers, loss of data, replacement costs or damage to image resulting from participation in the Experts Program,
• of the contractual relationship between the Member and a Merchant,
• the development, installation of Modules, configuration, backup or access to the Merchant Site by the Member,

In general, the Member agrees to indemnify, defend and hold harmless PrestaShop from any claim, demand, action, debt or liability, including reasonable attorney’s fees, to the extent that such claim arises from:

• the violation by the Member of any representation, guarantee, obligation or commitment under these T&Cs;
• the use of the Modules by the Member;
• any claim by a third party that Member’s products or services infringe the intellectual property or other rights of a third party;
• the execution, non-performance or poor execution of the Member’s products or services; (e) Member’s relationship with any Merchant;
• any violation of applicable law by the Member.

ARTICLE 11. PERSONAL DATA

Each party is responsible for its own compliance with laws and regulations relating to the protection of personal data. The Experts Program does not have the effect of creating any co-contracting or subcontracting relationship between PrestaShop and the Members.

To the extent possible, the parties agree:

• to comply with laws and regulations relating to the protection of personal data;
• to ensure that the declarations and notifications made comply with the laws and regulations relating to the protection of personal data;
• to provide each other with copies of these declarations or notifications upon request; And
• to take all appropriate technical and organizational measures against destruction, accidental or unlawful loss, unauthorized disclosure, modification and access or against any other form of unauthorized processing of data.

Concerning respect for the personal data of Merchants and Prospects, PrestaShop undertakes to meet its obligation to inform Prospects who have completed the form on the prestashop.com site, and in particular concerning the transfer of their data to the Member.

As part of the Experts Program, PrestaShop is required to transfer personal data from Merchants to the Member. In this context, the parties undertake to meet their obligations in accordance with the personal data transfer agreement detailed in Appendix 2 for all data transferred to Members established outside the European Union and the Kingdom United.

ARTICLE 12. INTELLECTUAL PROPERTY

12.1. Title guarantee and indemnity.

Each party declares and guarantees that it holds all the rights and in particular:

• the intellectual property rights required for the conclusion and implementation of the Experts Program,
• that its products and/or services do not damage or infringe the copyright, patent, trademark or any other intellectual property rights held by a third party.

12.2. Ownership of intellectual property rights.

Each party retains all its intellectual property rights existing on the date of these T&Cs and also those developed by this party in the context of the execution of these T&Cs.

Members are further informed that modification of the PrestaShop brand or use of the PrestaShop brand in a domain name, subdomain, email address or Adwords as detailed in the Experts Portalsont strictly prohibited.

Members agree to register intellectual property rights that are identical or similar in any way to an intellectual property right of PrestaShop (including, but not limited to, a trademark or name of domain).

12.3. Right to use trademarks and logos.

Each party grants the other, free of charge, a non-exclusive, personal and non-transferable license to use its trademarks and logos for the purpose of promoting the products and services of the other party in accordance with these T&Cs except for the license granted by this section, each party retains all right, title and interest in its logos and trademarks. The Member undertakes to use the PrestaShop logos only under the conditions defined in the Experts Portal.

ARTICLE 13.  CONFIDENTIALITY

Each party undertakes to take all precautions to ensure the confidentiality of the Confidential Information communicated to it by the other party, not to disclose it to third parties and not to use this Confidential Information for purposes other than those provided for in the T&Cs (a party is authorized to share Confidential Information with its subsidiaries to the extent that this is necessary to fulfill its obligations under the T&Cs).

When Confidential Information must be disclosed to a court, to a government agency or to meet a legal obligation, the party required to meet these requirements must notify the other as soon as practicable upon becoming aware of them or of their probability; must use its best efforts to avoid disclosing the Confidential Information communicated to it and, if this proves unavoidable, make its best efforts to obtain specific treatment likely to allow their confidentiality.

The parties agree that their respective obligations to maintain the confidentiality of the above Information continue to apply after the termination of the T&Cs whatever the reason for its expiration and until the Information becomes public without this being attributable to the receiving party.

ARTICLE 14. DIVERS

14.1. Relationship between PrestaShop and Members.

The parties are independent. No stipulation of the T&Cs has the object or purpose of creating any legal partnership, mandate, representation or subordination between Members and PrestaShop.

14.2. Law and competent courts.

The Parties agree that the T&Cs and their interpretation are subject to French law. Any dispute between the Parties, relating to its interpretation or execution, will be the subject of an attempt at amicable settlement. In the event of failure, the Parties agree to grant jurisdiction to the Commercial Court of Paris (France).

14.3. Non-transferability.

Registration for the Experts Program is exclusively personal and cannot be the subject of any transfer, free of charge or for a fee. PrestaShop reserves the right to assign, transfer or bring to a third party all or part of the present or substitute a third party for all or part of the execution of the T&Cs.

14.4. Force Majeure.

PrestaShop may suspend the Experts Program in the event of the occurrence of an event beyond its control, a case of force majeure as defined by the case law of the French courts, or an act of a third party.

14.5. Survival.

The Parties agree that the clauses of the T&Cs relating to confidentiality and limitation of liability will survive the termination of the Experts Program, for whatever reason.

14.6. Notifications.

All notifications required under the Contract must be sent in writing to the email addresses [email protected] and [email protected] and will be deemed to have been delivered on the date of delivery of the notification.

ANNEX 1. STANDARD CONTRACTUAL CLAUSES

These standard contractual clauses only apply to Members established in a territory outside the European Union and in the United Kingdom.
To obtain a signed version of the following Appendix, Members can contact PrestaShop by making a request to their contact or to [email protected].  

IN BETWEEN :

PRESTASHOP,

Hereinafter referred to as “Processing Manager”,

AND

The Member, as defined in the T&Cs from the program,

Hereinafter referred to as “Processing Manager”

STANDARD CONTRACTUAL CLAUSE
SECTION I

Clause 1
Purpose and scope

(a) The purpose of these standard contractual clauses is to ensure compliance with the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)[1]  for the transfer of personal data to a third country.

(b) The Parties:

(i) the natural or legal person(s), public authority/ies, agency/ies or other body/ies (hereinafter ‘entity/ies’) transferring the personal data, as listed in Annex I.A (hereinafter each ‘data exporter’), and

(ii) the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (hereinafter each ‘data importer’)

have agreed to these standard contractual clauses(hereinafter:‘Clauses’).

(c) These Clauses apply with respect to the transfer of personal data as specified in Annex I.B.
(d) The Appendix to these Clauses containing the Annexes referred to therein forms an integral part of these Clauses.

Clause 2
Effect and invariability of the Clauses

(a) These Clauses set out appropriate safeguards, including enforceable data subject rights and effective legal remedies, pursuant to Article 46(1) and Article 46(2)(c) of Regulation (EU) 2016/679 and, with respect to data transfers from controllers to processors and/or processors to processors, standard contractual clauses pursuant to Article 28(7) of Regulation (EU) 2016/679, provided they are not modified, except to select the appropriate Module(s) or to add or update information in the Appendix. This does not prevent the Parties from including the standard contractual clauses laid down in these Clauses in a wider contract and/or to add other clauses or additional safeguards, provided that they do not contradict, directly or indirectly, these Clauses or prejudice the fundamental rights or freedoms of data subjects.
(b) These Clauses are without prejudice to obligations to which the data exporter is subject by virtue of Regulation (EU) 2016/679.

Clause 3
Third-party beneficiaries

(a) Data subjects may invoke and enforce these Clauses, as third-party beneficiaries, against the data exporter and/or data importer, with the following exceptions:

(i) Clause 1, Clause 2, Clause 3, Clause 6;
(ii) Clause 7 – Module One: Clause 7.5 (e) and Clause 7.9(b);
(iii) Clause 11 – Module One: Clause 11(a) and (d);
(iv) Clause 12;
(v) Clause 14.1(c), (d) and (e);
(vi) Clause 15(e);
(vii) Clause 17

(b) Paragraph (a) is without prejudice to rights of data subjects under Regulation (EU) 2016/679.

Clause 4
Interpretation

(a) Where these Clauses use terms that are defined in Regulation (EU) 2016/679, those terms shall have the same meaning as in that Regulation.
(b) These Clauses shall be read and interpreted in the light of the provisions of Regulation (EU) 2016/679.
(c)      These Clauses shall not be interpreted in a way that conflicts with rights and obligations provided for in Regulation (EU) 2016/679.

Clause 5 Hierarchy

In the event of a contradiction between these Clauses and the provisions of related agreements between the Parties, existing at the time these Clauses are agreed or entered into thereafter, these Clauses shall prevail.

Clause 6 Description of the transfer(s)

The details of the transfer(s), and in particular the categories of personal data that are transferred and the purpose(s) for which they are transferred, are specified in Annex I.B.

SECTION II – OBLIGATIONS OF THE PARTIES

Clause 7 Data protection safeguards

The data exporter warrants that it has used reasonable efforts to determine that the data importer is able, through the implementation of appropriate technical and organisational measures, to satisfy its obligations under these Clauses.

7.1 Purpose limitation

The data importer shall process the personal data only for the specific purpose(s) of the transfer, as set out in Annex I.

1. It may only process the personal data for another purpose:

(i) where it has obtained the data subject’s prior consent;

(ii) where necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings; or

(iii) where necessary in order to protect the vital interests of the data subject or of another natural person.

7.2 Transparency

(a) In order to enable data subjects to effectively exercise their rights pursuant to Clause 9, the data importer shall inform them, either directly or through the data exporter:

(i) of its identity and contact details;
(ii) of the categories of personal data processed;
(iii) of the right to obtain a copy of these Clauses;
(iv) where it intends to onward transfer the personal data to any third party/ies, of the recipient or categories of recipients (as appropriate with a view to providing meaningful information), the purpose of such onward transfer and the ground therefore pursuant to Clause 7.7.

(b) Paragraph (a) shall not apply where the data subject already has the information, including when such information has already been provided by the data exporter, or providing the information proves impossible or would involve a disproportionate effort for the data importer. In the latter case, the data importer shall, to the extent possible, make the information publicly available.
(c) On request, the Parties shall make a copy of these Clauses, including the Appendix as completed by them, available to the data subject free of charge. To the extent necessary to protect business secrets or other confidential information, including personal data, the Parties may redact part of the text of the Appendix prior to sharing a copy, but shall provide a meaningful summary where the data subject would otherwise not be able to understand its content or exercise his/her rights. On request, the Parties shall provide the data subject with the reasons for the redactions, to the extent possible without revealing the redacted information.
(d) Paragraphs (a) to (c) are without prejudice to the obligations of the data exporter under Articles 13 and 14 of Regulation (EU) 2016/679.

7.3 Accuracy and data minimisation

(e) Each Party shall ensure that the personal data is accurate and, where necessary, kept up to date. The data importer shall take every reasonable step to ensure that personal data that is inaccurate, having regard to the purpose(s) of processing, is erased or rectified without delay.
(f) If one of the Parties becomes aware that the personal data it has transferred or received is inaccurate, or has become outdated, it shall inform the other Party without undue delay.
(g) The data importer shall ensure that the personal data is adequate, relevant and limited to what is necessary in relation to the purpose(s) of processing.

7.4 Storage limitation

The data importer shall retain the personal data for no longer than necessary for the purpose(s) for which it is processed. It shall put in place appropriate technical or organisational measures to ensure compliance with this obligation, including erasure or anonymisation[2]  of the data and all back-ups at the end of the retention period.

7.5 Security of processing

(a) The data importer and, during transmission, also the data exporter shall implement appropriate technical and organisational measures to ensure the security of the personal data, including protection against a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access (hereinafter ‘personal data breach’). In assessing the appropriate level of security, they shall take due account of the state of the art, the costs of implementation, the nature, scope, context and purpose(s) of processing and the risks involved in the processing for the data subject. The Parties shall in particular consider having recourse to encryption or pseudonymisation, including during transmission, where the purpose of processing can be fulfilled in that manner.
(b) The Parties have agreed on the technical and organisational measures set out in Annex II. The data importer shall carry out regular checks to ensure that these measures continue to provide an appropriate level of security.
(c) The data importer shall ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
(d) In the event of a personal data breach concerning personal data processed by the data importer under these Clauses, the data importer shall take appropriate measures to address the personal data breach, including measures to mitigate its possible adverse effects.
(e) In case of a personal data breach that is likely to result in a risk to the rights and freedoms of natural persons, the data importer shall without undue delay notify both the data exporter and the competent supervisory authority pursuant to Clause 12. Such notification shall contain i) a description of the nature of the breach (including, where possible, categories and approximate number of data subjects and personal data records concerned), ii) its likely consequences, iii) the measures taken or proposed to address the breach, and iv) the details of a contact point from whom more information can be obtained. To the extent it is not possible for the data importer to provide all the information at the same time, it may do so in phases without undue further delay.
(f) In case of a personal data breach that is likely to result in a high risk to the rights and freedoms of natural persons, the data importer shall also notify without undue delay the data subjects concerned of the personal data breach and its nature, if necessary in cooperation with the data exporter, together with the information referred to in paragraph (e), points ii) to iv), unless the data importer has implemented measures to significantly reduce the risk to the rights or freedoms of natural persons, or notification would involve disproportionate efforts. In the latter case, the data importer shall instead issue a public communication or take a similar measure to inform the public of the personal data breach.
(g) The data importer shall document all relevant facts relating to the personal data breach, including its effects and any remedial action taken, and keep a record thereof.

7.6 Sensitive data

Where the transfer involves personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions or offences (hereinafter ‘sensitive data’), the data importer shall apply specific restrictions and/or additional safeguards adapted to the specific nature of the data and the risks involved. This may include restricting the personnel permitted to access the personal data, additional security measures (such as pseudonymisation) and/or additional restrictions with respect to further disclosure.

7.7 Onward transfers

The data importer shall not disclose the personal data to a third party located outside the European Union (3) (in the same country as the data importer or in another third country, hereinafter ‘onward transfer’) unless the third party is or agrees to be bound by these Clauses, under the appropriate Module. Otherwise, an onward transfer by the data importer may only take place if:

(i) it is to a country benefitting from an adequacy decision pursuant to Article 45 of Regulation (EU) 2016/679 that covers the onward transfer;
(ii) the third party otherwise ensures appropriate safeguards pursuant to Articles 46 or 47 of Regulation (EU) 2016/679 with respect to the processing in question;
(iii) the third party enters into a binding instrument with the data importer ensuring the same level of data protection as under these Clauses, and the data importer provides a copy of these safeguards to the data exporter;
(iv) it is necessary for the establishment, exercise or defence of legal claims in the context of specific administrative, regulatory or judicial proceedings;
(v) it is necessary in order to protect the vital interests of the data subject or of another natural person; or
(vi) where none of the other conditions apply, the data importer has obtained the explicit consent of the data subject for an onward transfer in a specific situation, after having informed him/her of its purpose(s), the identity of the recipient and the possible risks of such transfer to him/her due to the lack of appropriate data protection safeguards. In this case, the data importer shall inform the data exporter and, at the request of the latter, shall transmit to it a copy of the information provided to the data subject.

Any onward transfer is subject to compliance by the data importer with all the other safeguards under these Clauses, in particular purpose limitation.

7.8 Processing under the authority of the data importer

The data importer shall ensure that any person acting under its authority, including a processor, processes the data only on its instructions.

7.9 Documentation and compliance

(a) Each Party shall be able to demonstrate compliance with its obligations under these Clauses. In particular, the data importer shall keep appropriate documentation of the processing activities carried out under its responsibility.
(b) The data importer shall make such documentation available to the competent supervisory authority on request.

Clause 8
Use of sub-processors

(a) The data importer has the data exporter’s general authorisation for the engagement of sub-processor(s) from an agreed list. The data importer shall specifically inform the data exporter in writing of any intended changes to that list through the addition or replacement of sub-processors at least 30 (thirty) days in advance, thereby giving the data exporter sufficient time to be able to object to such changes prior to the engagement of the sub-processor(s). The data importer shall provide the data exporter with the information necessary to enable the data exporter to exercise its right to object.
(b) Where the data importer engages a sub-processor to carry out specific processing activities (on behalf of the data exporter), it shall do so by way of a written contract that provides for, in substance, the same data protection obligations as those binding the data importer under these Clauses, including in terms of third-party beneficiary rights for data subjects.  The Parties agree that, by complying with this Clause, the data importer fulfils its obligations under Clause 8.8. The data importer shall ensure that the sub-processor complies with the obligations to which the data importer is subject pursuant to these Clauses.

Clause 9 Data subject rights

(a) The data importer, where relevant with the assistance of the data exporter, shall deal with any enquiries and requests it receives from a data subject relating to the processing of his/her personal data and the exercise of his/her rights under these Clauses without undue delay and at the latest within one month of the receipt of the enquiry or request[3].  The data importer shall take appropriate measures to facilitate such enquiries, requests and the exercise of data subject rights. Any information provided to the data subject shall be in an intelligible and easily accessible form, using clear and plain language.
(b) In particular, upon request by the data subject the data importer shall, free of charge:

(i) provide confirmation to the data subject as to whether personal data concerning him/her is being processed and, where this is the case, a copy of the data relating to him/her and the information in Annex I; if personal data has been or will be onward transferred, provide information on recipients or categories of recipients (as appropriate with a view to providing meaningful information) to which the personal data has been or will be onward transferred, the purpose of such onward transfers and their ground pursuant to Clause 7.7; and provide information on the right to lodge a complaint with a supervisory authority in accordance with Clause 11(c)(i);
(ii) rectify inaccurate or incomplete data concerning the data subject;
(iii) erase personal data concerning the data subject if such data is being or has been processed in violation of any of these Clauses ensuring third-party beneficiary rights, or if the data subject withdraws the consent on which the processing is based.

(c) Where the data importer processes the personal data for direct marketing purposes, it shall cease processing for such purposes if the data subject objects to it.
(d) The data importer shall not make a decision based solely on the automated processing of the personal data transferred (hereinafter ‘automated decision’), which would produce legal effects concerning the data subject or similarly significantly affect him/her, unless with the explicit consent of the data subject or if authorised to do so under the laws of the country of destination, provided that such laws lays down suitable measures to safeguard the data subject’s rights and legitimate interests. In this case, the data importer shall, where necessary in cooperation with the data exporter:

(i) inform the data subject about the envisaged automated decision, the envisaged consequences and the logic involved; and

(ii) implement suitable safeguards, at least by enabling the data subject to contest the decision, express his/her point of view and obtain review by a human being.

(e) Where requests from a data subject are excessive, in particular because of their repetitive character, the data importer may either charge a reasonable fee taking into account the administrative costs of granting the request or refuse to act on the request.
(f) The data importer may refuse a data subject’s request if such refusal is allowed under the laws of the country of destination and is necessary and proportionate in a democratic society to protect one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679.
(g) If the data importer intends to refuse a data subject’s request, it shall inform the data subject of the reasons for the refusal and the possibility of lodging a complaint with the competent supervisory authority and/or seeking judicial redress.

Clause 10 Redress

(a) The data importer shall inform data subjects in a transparent and easily accessible format, through individual notice or on its website, of a contact point authorised to handle complaints. It shall deal promptly with any complaints it receives from a data subject.
(b) In case of a dispute between a data subject and one of the Parties as regards compliance with these Clauses, that Party shall use its best efforts to resolve the issue amicably in a timely fashion. The Parties shall keep each other informed about such disputes and, where appropriate, cooperate in resolving them.
(c) Where the data subject invokes a third-party beneficiary right pursuant to Clause 3, the data importer shall accept the decision of the data subject to:

(i) lodge a complaint with the supervisory authority in the Member State of his/her habitual residence or place of work, or the competent supervisory authority pursuant to Clause 12;
(ii) refer the dispute to the competent courts within the meaning of Clause 17.

(d) The Parties accept that the data subject may be represented by a not-for-profit body, organisation or association under the conditions set out in Article 80(1) of Regulation (EU) 2016/679.
(e) The data importer shall abide by a decision that is binding under the applicable EU or Member State law.
(f) The data importer agrees that the choice made by the data subject will not prejudice his/her substantive and procedural rights to seek remedies in accordance with applicable laws.

Clause 11 Liability

(a) Each Party shall be liable to the other Party/ies for any damages it causes the other Party/ies by any breach of these Clauses.
(b) Each Party shall be liable to the data subject, and the data subject shall be entitled to receive compensation, for any material or non-material damages that the Party causes the data subject by breaching the third-party beneficiary rights under these Clauses. This is without prejudice to the liability of the data exporter under Regulation (EU) 2016/679.
(c) Where more than one Party is responsible for any damage caused to the data subject as a result of a breach of these Clauses, all responsible Parties shall be jointly and severally liable and the data subject is entitled to bring an action in court against any of these Parties.
(d) The Parties agree that if one Party is held liable under paragraph (c), it shall be entitled to claim back from the other Party/ies that part of the compensation corresponding to its/their responsibility for the damage.
(e) The data importer may not invoke the conduct of a processor or sub-processor to avoid its own liability.

Clause 12 Supervision

(a) [Where the data exporter is established in an EU Member State:] The supervisory authority with responsibility for ensuring compliance by the data exporter with Regulation (EU) 2016/679 as regards the data transfer, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) and has appointed a representative pursuant to Article 27(1) of Regulation (EU) 2016/679:] The supervisory authority of the Member State in which the representative within the meaning of Article 27(1) of Regulation (EU) 2016/679 is established, as indicated in Annex I.C, shall act as competent supervisory authority.

[Where the data exporter is not established in an EU Member State, but falls within the territorial scope of application of Regulation (EU) 2016/679 in accordance with its Article 3(2) without however having to appoint a representative pursuant to Article 27(2) of Regulation (EU) 2016/679:] The supervisory authority of one of the Member States in which the data subjects whose personal data is transferred under these Clauses in relation to the offering of goods or services to them, or whose behaviour is monitored, are located, as indicated in Annex I.C, shall act as competent supervisory authority.

(b) The data importer agrees to submit itself to the jurisdiction of and cooperate with the competent supervisory authority in any procedures aimed at ensuring compliance with these Clauses. In particular, the data importer agrees to respond to enquiries, submit to audits and comply with the measures adopted by the supervisory authority, including remedial and compensatory measures. It shall provide the supervisory authority with written confirmation that the necessary actions have been taken.

SECTION III – LOCAL LAWS AND OBLIGATIONS IN CASE OF ACCESS BY PUBLIC AUTHORITIES

Clause 13 Local laws and practices affecting compliance with the Clauses

(a) The Parties warrant that they have no reason to believe that the laws and practices in the third country of destination applicable to the processing of the personal data by the data importer, including any requirements to disclose personal data or measures authorising access by public authorities, prevent the data importer from fulfilling its obligations under these Clauses. This is based on the understanding that laws and practices that respect the essence of the fundamental rights and freedoms and do not exceed what is necessary and proportionate in a democratic society to safeguard one of the objectives listed in Article 23(1) of Regulation (EU) 2016/679, are not in contradiction with these Clauses.
(b) The Parties declare that in providing the warranty in paragraph (a), they have taken due account in particular of the following elements:

(i) the specific circumstances of the transfer, including the length of the processing chain, the number of actors involved and the transmission channels used; intended onward transfers; the type of recipient; the purpose of processing; the categories and format of the transferred personal data; the economic sector in which the transfer occurs; the storage location of the data transferred;
(ii) the laws and practices of the third country of destination– including those requiring the disclosure of data to public authorities or authorising access by such authorities – relevant in light of the specific circumstances of the transfer, and the applicable limitations and safeguards [4];
(iii) any relevant contractual, technical or organisational safeguards put in place to supplement the safeguards under these Clauses, including measures applied during transmission and to the processing of the personal data in the country of destination.

(c) The data importer warrants that, in carrying out the assessment under paragraph (b), it has made its best efforts to provide the data exporter with relevant information and agrees that it will continue to cooperate with the data exporter in ensuring compliance with these Clauses.
(d) The Parties agree to document the assessment under paragraph (b) and make it available to the competent supervisory authority on request.
(e) The data importer agrees to notify the data exporter promptly if, after having agreed to these Clauses and for the duration of the contract, it has reason to believe that it is or has become subject to laws or practices not in line with the requirements under paragraph (a), including following a change in the laws of the third country or a measure (such as a disclosure request) indicating an application of such laws in practice that is not in line with the requirements in paragraph (a).
(f) Following a notification pursuant to paragraph (e), or if the data exporter otherwise has reason to believe that the data importer can no longer fulfil its obligations under these Clauses, the data exporter shall promptly identify appropriate measures (e.g. technical or organisational measures to ensure security and confidentiality) to be adopted by the data exporter and/or data importer to address the situation. The data exporter shall suspend the data transfer if it considers that no appropriate safeguards for such transfer can be ensured, or if instructed by the competent supervisory authority to do so. In this case, the data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses. If the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise. Where the contract is terminated pursuant to this Clause, Clause 15(d) and (e) shall apply.

Clause 14
Obligation of the data importer in case of access by public authorities

14.1 Notification

(a) The data importer agrees to notify the data exporter and, where possible, the data subject promptly (if necessary with the help of the data exporter) if it:

(i) receives a legally binding request from a public authority, including judicial authorities, under the laws of the country of destination for the disclosure of personal data transferred pursuant to these Clauses; such notification shall include information about the personal data requested, the requesting authority, the legal basis for the request and the response provided; or
(ii) becomes aware of any direct access by public authorities to personal data transferred pursuant to these Clauses in accordance with the laws of the country of destination; such notification shall include all information available to the importer.

(b) If the data importer is prohibited from notifying the data exporter and/or the data subject under the laws of the country of destination, the data importer agrees to use its best efforts to obtain a waiver of the prohibition, with a view to communicating as much information as possible, as soon as possible. The data importer agrees to document its best efforts in order to be able to demonstrate them on request of the data exporter.
(c) Where permissible under the laws of the country of destination, the data importer agrees to provide the data exporter, at regular intervals for the duration of the contract, with as much relevant information as possible on the requests received (in particular, number of requests, type of data requested, requesting authority/ies, whether requests have been challenged and the outcome of such challenges, etc.).
(d) The data importer agrees to preserve the information pursuant to paragraphs (a) to (c) for the duration of the contract and make it available to the competent supervisory authority on request.
(e) Paragraphs (a) to (c) are without prejudice to the obligation of the data importer pursuant to Clause 13(e) and Clause 15 to inform the data exporter promptly where it is unable to comply with these Clauses.

14.2 Review of legality and data minimisation

(a) The data importer agrees to review the legality of the request for disclosure, in particular whether it remains within the powers granted to the requesting public authority, and to challenge the request if, after careful assessment, it concludes that there are reasonable grounds to consider that the request is unlawful under the laws of the country of destination, applicable obligations under international law and principles of international comity. The data importer shall, under the same conditions, pursue possibilities of appeal. When challenging a request, the data importer shall seek interim measures with a view to suspending the effects of the request until the competent judicial authority has decided on its merits. It shall not disclose the personal data requested until required to do so under the applicable procedural rules. These requirements are without prejudice to the obligations of the data importer under Clause 13(e).
(b) The data importer agrees to document its legal assessment and any challenge to the request for disclosure and, to the extent permissible under the laws of the country of destination, make the documentation available to the data exporter. It shall also make it available to the competent supervisory authority on request.
(c) The data importer agrees to provide the minimum amount of information permissible when responding to a request for disclosure, based on a reasonable interpretation of the request.

SECTION IV – FINAL PROVISIONS

Clause 15
Non-compliance with the Clauses and termination

(a) The data importer shall promptly inform the data exporter if it is unable to comply with these Clauses, for whatever reason.
(b) In the event that the data importer is in breach of these Clauses or unable to comply with these Clauses, the data exporter shall suspend the transfer of personal data to the data importer until compliance is again ensured or the contract is terminated. This is without prejudice to Clause 13(f).
(c) The data exporter shall be entitled to terminate the contract, insofar as it concerns the processing of personal data under these Clauses, where:

(i) the data exporter has suspended the transfer of personal data to the data importer pursuant to paragraph (b) and compliance with these Clauses is not restored within a reasonable time and in any event within one month of suspension;
(ii)  the data importer is in substantial or persistent breach of these Clauses; or
(iii) the data importer fails to comply with a binding decision of a competent court or supervisory authority regarding its obligations under these Clauses.

In these cases, it shall inform the competent supervisory authority of such non- compliance. Where the contract involves more than two Parties, the data exporter may exercise this right to termination only with respect to the relevant Party, unless the Parties have agreed otherwise.

(d) Personal data that has been transferred prior to the termination of the contract pursuant to paragraph (c) shall at the choice of the data exporter immediately be returned to the data exporter or deleted in its entirety. The same shall apply to any copies of the data. The data importer shall certify the deletion of the data to the data exporter. Until the data is deleted or returned, the data importer shall continue to ensure compliance with these Clauses. In case of local laws applicable to the data importer that prohibit the return or deletion of the transferred personal data, the data importer warrants that it will continue to ensure compliance with these Clauses and will only process the data to the extent and for as long as required under that local law.
(e) Either Party may revoke its agreement to be bound by these Clauses where (i) the European Commission adopts a decision pursuant to Article 45(3) of Regulation (EU) 2016/679 that covers the transfer of personal data to which these Clauses apply; or (ii) Regulation (EU) 2016/679 becomes part of the legal framework of the country to which the personal data is transferred. This is without prejudice to other obligations applying to the processing in question under Regulation (EU) 2016/679.

Clause 16
Governing law

These Clauses shall be governed by the law of the EU Member State in which the data exporter is established. The Parties agree that this shall be the law of France.

Clause 17
Choice of forum and jurisdiction

(a) Any dispute arising from these Clauses shall be resolved by the courts of an EU Member State.
(b) The Parties agree that those shall be the courts of France.
(c) A data subject may also bring legal proceedings against the data exporter and/or data importer before the courts of the Member State in which he/she has his/her habitual residence.
(d) The Parties agree to submit themselves to the jurisdiction of such courts

Annex I

A. LIST OF PARTIES

Data exporter(s): PrestaShop SA, French limited liability company (“société anonyme”) with a capital of 380 645,55 euros, registered on the Paris register of companies and commerce under number 497 916 635, with registered offices at 198 Avenue de France- 75013 PARIS France, represented by its CEO M. Pablo Fiorelli,

Data importer(s): The Member, as described in the Terms and Conditions of the Expert Program,

B. DESCRIPTION OF TRANSFER

Categories of data subjects whose personal data is transferred
Merchant and prospect identity data, e-mail address.

Categories of personal data transferred
Identity data

The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis).
The transfer is made on a continuous basis during the duration of participation of the Member.

Nature of the processing
Matching of prospective Merchants, transfer of Lead.

Purpose(s) of the data transfer and further processing
Commercial purposes.

The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period
The data must not be kept longer than necessary for the processing; the data must be deleted without delay at the request of the data subject or at the request of the Data Exporter.

C. COMPETENT SUPERVISORY AUTHORITY

The competent supervisory authority is the Commission nationale de l’informatique et des libertés (CNIL)

ANNEX II TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

The Data Importer undertakes to take all necessary technical and organisational measures to ensure the security and confidentiality of the Data against accidental loss and against unauthorised access, use, modification and disclosure.