Prestashop Experts Program

Nota bene : These Terms and Conditions enter into force on March 20, 2023.

1. Relationship between the Agency partnership contracts and the new Experts Program

It is understood that this Experts Program is independent of any previous contract between PrestaShop and the subscriber. The subscription to the Experts Program does not entail the automatic and full termination of any existing contractual relationship between the Parties, nor does it give rise to any right to reimbursement. Any current partner is free to subscribe to this Experts Program.

2. Evolution of Benefits

By registering, the Expert acknowledges and accepts that due to the evolution of this program, not all benefits may be available at registration. These will evolve and will be opened as and when required. PrestaShop is committed to transparency with the Experts and will communicate any change or availability of a new benefit to them. It is understood that this period may run until July 2023.

3. Amended clauses

The amendments to these Terms and Conditions concern the following articles:
Article 1 : Definitions
Article 3 : Object of the Expert Program
Article 4 : Conditions precedent to registration
Article 5 : Conditions of the Expert Programme
Article 7 : Advantages
Article 9 : Suspension or termination
Article 10 : Financial conditions

PREAMBLE

PrestaShop is the designer and publisher of an open source software solution, distributed under a free license, enabling its users to create e-commerce websites (the “Solution”).

The Solution, which includes the core functionalities, can be downloaded from the PrestaShop website accessible at the address: www.prestashop.com.

The solution uses open, modular architecture allowing each user to customize its e-commerce website and to add extra functionalities thereto, which are either free or paid, and freely developed within the community of developers (and in particular the agencies that have followed the solution’s certification program) and users of the PrestaShop software. These extra functionalities take the form of “modules”, which are integrated in the PrestaShop solution and can be configured and administered via the website’s back office (administration interface). It can also be distributed on the Addons marketplace (“Addons”).

The purpose of these general terms and conditions is to define the integration of the Experts in the PrestaShop’s community, and the benefits and advantages of PrestaShop. Together with the prestashop.com Terms and Conditions (hereafter the “Terms of use” and the Personal Data Protection Policy, they constitute the whole terms and conditions of the Experts Program. In the event of a contradiction between this Experts Program and the Terms of use, the Parties agree that the conditions defined in this Experts Program will prevail.

These general Terms and Conditions are available in French and English. However, in the event of inconsistencies or contradictions, the French version shall prevail.

ARTICLE 1 – DEFINITIONS

The Parties agree that the following terms or expressions shall take the meanings allocated to them below whenever they begin with an upper-case letter throughout these Terms and Conditions (including in the terms of identification of the parties and the preamble), whether used in the singular or plural:

“Advantages” means all the services detailed in Annex 1.

“Applicant” means a Technical Service Provider (including advertising and communications agencies, graphic agencies, web and IT agencies) wishing to apply for the Experts Program.

“Member” means an Applicant who is eligible for the Expert Programme and has accepted the Terms and Conditions.

“Expert Partner Page” means the Member promotion page on the PrestaShop Website.

“Experts Program” Refers to the offer proposed by PrestaShop for its community of agencies allowing the attribution to Members of advantages presented in these Terms and Conditions.

“Certification” means the two Front-end and Back-end certifications offered by PrestaShop on the PrestaShop Academy Platform.

“Merchant” means any natural or legal person acting in a professional capacity and operating a Merchant Site.

“Merchant Site” means the e-commerce site created by the Merchant using the Solution.

“Notion Helpcenter” means the interface giving Members access to all documentation and information relating to the Expert Program.

“PrestaShop Academy Platform” refers to the online training platform offered by PrestaShop at : prestashop-academy.com.

“The Parties” designates together the Member and PrestaShop.

“PrestaShop” designates the limited liability company with a capital of 380 645,55 euros, whose head office is located at 04 rue Jules Lefebvre, in PARIS (75009), registered at the RCS of Paris under the number B497 916 635.

“PrestaShop URL” refers to a new active Merchant Site on which the Member has carried out one or more of the following tasks : store build or redesign, Store migration.

“Prospect” refers to any individual  or legal entity acting in professional capacity, interested in using the Solution who has solicited PrestaShop through its Website.

“Status” refers to the score of the Member, as defined in Appendix 2.

“Terms and Conditions” means these general conditions, including any annexes and amendments.

“Website” refers to the official website of PrestaShop www.prestashop.com

ARTICLE 2 – APPLICATION AND ACCEPTANCE OF THE TERMS AND CONDITIONS

2.1 Application for the Experts Program.

The Applicants are informed that the subscription to the Experts Program is exclusively reserved to professionals in the sense of the French consumer law and declare that they have this status.

The Applicants acknowledge and accept that the subscription to the Experts Program requires the provision of the information indicated as mandatory on the Website’s subscription form. Any incomplete application will result in the impossibility to benefit from the Experts Program.

The Applicants guarantees that all the information he provides when registering is accurate, truthful and up to date. In case of changes to the information entered, he undertakes to modify it so that it always meets the mentioned criteria.

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

The Applicant acknowledges that access to and participation in the Program is conditional upon the balance of all previous debts that PrestaShop may have towards the Applicant at the time of registration. Consequently, the Applicant acknowledges that in the event of an existing unpaid invoice, access to the Program may be refused by PrestaShop until it is paid.

PrestaShop may reject an application for the Experts Program for any reason, in its sole discretion. Applicant acknowledges that PrestaShop will use the email address provided by Applicant as the primary method for communication.

2.2 Acceptance of the Terms and Conditions.

The Applicant acknowledges that the Experts Program is subject to the full and unconditional acceptance of these Terms and Conditions which shall be deemed to be given when the Member ticks the box « I accept the Terms and Conditions » at the time of submission of the form.

If this box is not ticked, access to the Experts Program and the use of its benefits is impossible, which the Applicant accepts.

If you are registering on behalf of your employer, your employer shall be deemed to be the Member for purposes of these Terms and Conditions, and you represent and warrant that you have the authority to bind your employer to this Program. Each Member is responsible for

(a) ensuring that its employees, agents and subcontractors comply with these Terms and Conditions and ;
(b) any breach of these Terms and Conditions by the Member’s employees, agents or subcontractors.

PrestaShop reserves the right to modify these Terms and Conditions, at any time, the modifications, if any, taking effect at least fifteen (15) days after the publication on the site or their communication to the Member.

ARTICLE 3 – OBJECT OF THE EXPERTS PROGRAM

PrestaShop has created a virtuous program to recognize the contribution of its Members.

The program has three objectives :

• Recognize the contribution of each Member;
• Create a positive experience of the Merchant Site creation journey;
• Retribute the Member for their contribution to the growth of the PrestaShop ecosystem

The program has a three levels :

• The recognition program;
• The incentive program;
• The Merchant connection program;

By entering into the Experts Program, the Member recognizes that it is adhering at least to the recognition program.

ARTICLE 4 – PRIOR CONDITIONS FOR SUBSCRIPTION

Access to the Experts Program  is conditional on :

The declaration of a minimum of five PrestaShop URL. PrestaShop will provide Members with an invitation to the tool where they will create their account. The declaration of PrestaShop URL shall be made under the same conditions as those set out in Article 5.1.

ARTICLE 5 – CONDITIONS OF THE EXPERTS PROGRAM

5.1. Recognition program. 

For the duration of the Experts Program, Members will declare all PrestaShop URL through the platform provided by PrestaShop. PrestaShop reserves the right to verify the PrestaShop URL and reject it. The rejection shall be notified by PrestaShop.

5.2. Incentive program. 

PrestaShop will select the modules eligible for the incentive program and the associated incentive. This list may be updated at the sole discretion of PrestaShop, upon notification to the Members.

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

PrestaShop shall be responsible for verifying the Member declaration. The Member acknowledges that he will not be eligible for compensation in case of incorrect installation of the selected modules; false declaration;  subsequent claim by the Merchant; fraud.

After validation by PrestaShop, the Member will be eligible for the Fees provided in Article 10.

5.3. Merchant connection scheme. 

5.3.1. Prior certification of the Member.

The Merchant connection scheme below is reserved for Members who have at least one employee who has been certified.

The Member acknowledges that any Certification must be performed on the PrestaShop Academy Platform, which means that the performance of the Certification is subject to its terms and conditions (the content and pricing of which are subject to change according to the terms of the platform).

5.3.2. Promotion of the Member.

PrestaShop will promote the Member by putting it on the Expert Partner Page with a possibility for Prospect to make a contact request.

5.3.3. Prospect conversion.

PrestaShop shall implement, on the webpage dedicated to the Member, a contact form, allowing the user of the Solution to contact the Member, and will provide its reasonably efforts to ensure a proper functioning.

Each Party undertakes to use its best efforts to identify the needs of Prospects and to put them in contact with the other Party.

The Parties agree that they will communicate to each other by email the contact details of Prospects presenting a need that they are likely to meet.

Member commits to responding in a timely manner to the Prospect and with the intention of converting where possible the prospect to an PrestaShop URL.

The Member shall in no circumstances be allowed to offer to a Merchant or prospective referred by PrestaShop a software solution other than PrestaShop’s Solution.

5.3.4. Modification of the Expert Partner Page.

In order to improve conversion on the Expert Partner Page, PrestaShop reserves the right to carry out Prospect qualification activities and regular improvements on the connection process between Member and Prospects, including but not limited to :

• Revamping the filtering process so that the Prospect views Members that better match it’s search criteria;
• Adding a pre-qualification form to better qualify the Prospect’s needs
• Carrying out outbound campaigns to better qualify Prospects requests and pair with pertinent agencies

These prospective actions are not binding and will be maintained based on impact on the Experts Program.

5.3.5. Availability of the Expert Partner Page.

PrestaShop shall make its best effort in order to make the Website available 24 hours a day and 7 days a week without interruption other than that required for curative or evolutive maintenance of PrestaShop. However, due to the nature of the service, PrestaShop does not guarantee the Member an uninterrupted operation.

In general, PrestaShop may temporarily or permanently suspend, at any time, listing of Members on the Website, in order to maintain the consistency on the Expert Partner Page.

5.4. PrestaShop Promotion. 

The Member shall promote PrestaShop and the Experts Program, in particular on it(s) website(s). The Member can use the official logo(s) as defined in Appendix 1. The Member commits to use and respect the logo corresponding to its Status.

The Member shall promote PrestaShop, and the it’s affiliation to the Experts Program by displaying the PrestaShop logo on the banners and roll ups during all the official events in which the Member will take part as an exhibitor or as a conference speaker, when those events are related to e-commerce.

The Member undertakes that the marketing or promotion will be borne at its own costs and expenses.

In connection with this promotion, the Member (i) agrees to comply with all applicable regulations, including those relating to canvassing and personal data; (ii) shall not imply that such communications are being sent on behalf of PrestaShop; (iii) shall not make any false, misleading or disparaging representations or statements with respect to PrestaShop; (v) copy or imitate the appearance of PrestaShop’s sites, trademarks or services or misrepresent the Member’s affiliation with PrestaShop; or (vi) engage in any other practice that may adversely affect the credibility or reputation of PrestaShop

ARTICLE 6 – SCORING AND STATUS

PrestaShop undertakes to assign a Status to the Member depending on its score, in accordance with the criteria as set out in Appendix 2.

This Status translates the benefits and ranking of the Member.

Members acknowledge that the scoring calculation may be revised by PrestaShop within the framework of these General Terms and Conditions, provided that Members are informed in advance.

Members acknowledge that the attribution of a Status is made according to the scoring and may not be the subject of any complaint, claim or appeal. If the Member does not meet the criteria of its Status, PrestaShop may, at its sole discretion and at its choice, modify the Member’s Status.

The Member will benefit from the Benefits corresponding to its new Status from information by PrestaShop of the modification. In such a case, Members will make all the necessary modifications in order to update its Status.

ARTICLE 7 – ADVANTAGES

Members have access to the list of Advantages detailed in Appendix 1.

Members acknowledge that the content of the Advantages or its calculation may be revised by PrestaShop within the framework of these General Terms and Conditions, provided that Members are informed in advance with reasonable notice.

ARTICLE 8 – TERMS

Participation in the Experts Program is without limit of time.

Members acknowledge that PrestaShop may, however, terminate the Experts Program upon prior notice to Members no later than two (2) months prior to the closure of the Experts Program. In this case, Members will no longer have access to the Benefits offered by PrestaShop as of the date of closure of the Experts Program.

ARTICLE 9 – SUSPENSION OR TERMINATION

9.1. Termination at will.

Members may, at any time, cease to be participants in the Experts Program.

To do so, the Member must inform PrestaShop by sending a written notice. After notification, PrestaShop will proceed to the withdrawal of the Member in the best delays, the latter will then no longer Advantages from the Experts Program.

The expert will be free to register again later and at any time to participate in the Experts Program, under the same conditions as those provided for in these General Conditions.

9.2. Termination for breach.

In the event that one of the Parties:

(i) commits a material breach of any term of these Terms and Conditions and if such breach is remediable fails to remedy that breach within a period of fifteen (15) days after being notified in writing to do so; or (ii) repeatedly breaches its obligations under the Terms and Conditions in such a manner as to reasonably justify the opinion that is conduct is inconsistent with it having the intention or ability to give effect to the terms of these Terms and Conditions,

the other Party shall be entitled to terminate the Terms and Conditions unilaterally, after sending such Party notice by registered letter with request for receipt.

9.3. Suspension or termination by PrestaShop.

PrestaShop may, at its sole discretion and at its option, either suspend Member Advantages or terminate the Terms and Conditions in the following cases:

• The Member breaches an obligation of the Terms and Conditions,
• The Member behaves in a way that damages PrestaShop or its image or reputation (prejudice, defamation, denigration, lack of professionalism, fraud, etc.),

In case of suspension or termination of the Terms and Conditions, the Member acknowledges that this suspension period will not give rise to any compensation. In this respect, the Member acknowledges that the services relating to the Terms and Conditions may not be compensated or recovered.

9.4. Consequences of termination.

During the notice period, Parties are not released from their financial obligation. Upon expiration of these Terms and Conditions, for any reason whatsoever, PrestaShop undertakes to remove the Member’s content on the Website and on any medium whatsoever. The Member undertakes to cease all use of the PrestaShop logos, representations or communications related with the Experts Program.

If the Terms and Conditions is terminated at the exclusive wrongs of the Member, the termination of the Terms and Conditions shall not give rise to a refund of the Fees due to the Member. Moreover, the Fees due to PrestaShop by the Member will remain due to PrestaShop after the termination.

ARTICLE 10 – FINANCIAL CONDITIONS

10.1. Fees due to the Member. 

Under the Incentive program, the Member is eligible for a Fee under the following cumulative conditions:

• Activate a module from the list provided by PrestaShop;
• Declare the Merchant Store concerned by the activation;
• The module must be active and used;

PrestaShop reserves the right to proceed to the necessary verifications to determine the activation of the concerned modules.

This Fees are calculated on the basis of the calculation methods determined by PrestaShop. Details are available on the Notion Help Center.

The Member undertakes to consult them regularly and accepts that the Fees are subject to change and that PrestaShop may modify, from time to time, the calculation methods, provided that the Member is informed.

10.2. Fees due to PrestaShop. 

Under the Merchant connection program, PrestaShop will perceive the following fees, calculated on the total amount invoiced by the Member to the Merchant for the services performed through the intermediation of PrestaShop:

• Nine percent (9%) of the amount of the services, if the latter is between €1 and €100,000 excluding VAT;
• Eight percent (8%) of the amount of the services, if the latter is between 100 000 and 200 000€ excluding VAT;
• Seven percent (7%) of the amount of the services, if the latter is more than €300,000 excluding VAT.

These Fees shall be due to PrestaShop upon signature between the Member and the Merchant, even in case of subsequent failure to perform the Member’s Service(s).

The Member acknowledges that where the elements detailed in 5.3.3 lead to a significant increase in conversion beneficial to the Member, PrestaShop reserves the right to revise the Fees indicated.

10.3. Payment. 

After duly declaring the information by the Member, PrestaShop will calculate each quarter :

• The amounts due to PrestaShop by the Member for the Prospects;
• The amounts due to the Member by PrestaShop for the Incentive program;

PrestaShop will proceed to a compensation between the two fees and will issue a quarterly invoice.

After compensation, PrestaShop or the Member undertakes to pay the remaining fee to the other Party.

10.4. Time limits and payments methods. 

The invoices issued shall be paid within thirty (30) calendar days from receipt of the related invoice, with the addition of the VAT applicable at the date of invoice. The invoices will be sent by PrestaShop to the Member. They are payable by bank transfer on to the account indicated on the invoice or Paypal.

PrestaShop reserves the right to freeze a payment in order to carry out any verification required by law, in particular regarding money laundering.

ARTICLE 11 – RIGHT OF AUDIT

The Member grants PrestaShop a right to check at any time and each time that it proves necessary, to conduct, or have conducted at its own expense by a chartered accountant of its choosing subject to undertaking of confidentiality, an audit of the Member’s general and cost accounting and of relevant information stored in its account or in its backups to verify the Lead of the Fees paid or payable by the Member. The Member undertakes to fully cooperate to ensure that such an audit is conducted under optimum conditions and in the timeliest manner possible.

In the event the result of such audit should reveal a negative difference of more than 5% between the amounts that the Member has declared to PrestaShop for the calculation of the Fees and the amounts actually observed for the calculation of such compensation, the audit fees shall be borne exclusively by the Member, without prejudice to any other compensation or termination that PrestaShop may be entitled to claim.

ARTICLE 12 – INTELLECTUAL PROPERTY

12.1. Warranty and indemnification. 

Each Party declares and guarantees :

• to hold all of the rights, including in particular the intellectual property rights, required for the conclusion and performance of the Terms and Conditions;
• that its products do not damage or infringe any copyright, patent, trademark, or any other intellectual property right belonging to a third party.

Member agrees to indemnify, defend and hold harmless PrestaShop and its directors, officers, employees, contractors and agents, from and against any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such claim is based upon or arises out of: (a) Member’s breach of any representation, warranty, obligation or covenant under these Terms and Conditions; (b) Member’s use of the PrestaShop Modules or the Addons Platform Modules; (c) any claim by a third party that Member’s products or services, infringe the intellectual property or other rights of a third party; (d) Member’s performance, non-performance or misperformance of Member’s products or services; (e) Member’s relationship with any Merchant; and (f) any violation of applicable law by Member.

12.2. IP Ownership. 

Each Party shall retain all intellectual property rights existing as of the date of these Terms and Conditions and also which is developed by that party in performing these Terms and Conditions or otherwise while it is in effect. Except where a license is expressly granted, these Terms and Conditions does not transfer any intellectual property rights between the parties.

Members are further informed that modifying the PrestaShop trademark or using the PrestaShop trademark in a domain name are strictly prohibited. Consequently, Users agree not to use this trademark in a domain name, a sub-domain, an email address or the Adwords as detailed in Appendix 1.

Members further agree that at no time during or after the subscription of the Expert Program shall it attempts to register any intellectual property rights that is identical, similar, or confusingly similar in any way with any component or attribute of the PrestaShop’s intellectual property rights (including but not limited to a trademark or a domain name), or any other proprietary rights.

12.3. Logo(s) and trademark(s) usage rights. 

Each Party grants to the other a fully paid up, limited, non-exclusive, personal and non-transferable license to use its logo(s) and trademark(s) solely for the purpose of promoting the other Party respectively under these Terms and Conditions. Except as licensed here, each Party retains all right, title, goodwill, and interest in and to its logo(s) and trademark(s). Member undertakes to solely use the logo in the conditions defined in Appendix 1.

ARTICLE 13 – CONFIDENTIALITY

13.1. Confidential Information defined. 

A party’s “Confidential Information” is defined as any information of the disclosing party, which (i) if disclosed in a tangible form is marked using a legend such as “Confidential” or “Proprietary” or if not so marked, should be reasonably understood by the receiving party from the context of disclosure or from the information itself, to be confidential, or (ii) if disclosed orally or visually is declared to be confidential or, if not so declared, should be reasonably understood by the receiving Party from the context of disclosure or from the information itself to be confidential.

13.2. Mutual obligations. 

Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as required to perform under these Terms and Conditions (for the avoidance of doubt, a party is entitled to share the Confidential Information with affiliated companies to the extent such sharing of Confidential Information is necessary for the performance of the Terms and Conditions).

Such restrictions shall not apply to Confidential Information which (i) is already known by the recipient, (ii) becomes publicly known through no act or fault of the recipient, (iii) is received by recipient from a third party without a restriction on disclosure or use, or (iv) is independently developed by recipient without reference to the Confidential Information.

Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, the party subject to such requirement shall notify the disclosing party as soon as is practicable upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information.

The Parties’ respective obligations to maintain the confidentiality of information disclosed hereunder shall survive the expiration or early termination of these Terms and Conditions or until such time as such information becomes public information through no fault of the receiving party.

ARTICLE 14 – DATA PROTECTION

Each party will be independently responsible for its own compliance with data protection laws.

To the extent relevant for these terms, each party agrees to:

• comply with its respective obligations under the data protection laws;
• ensure that their respective registrations or notifications under the data protection laws comply with the applicable legislation at all times;
• supply each other with copies of such registrations or notifications upon request; and
• take appropriate technical and organizational measures against the unauthorized or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data.

Concerning the respect of the personal data of Merchants, PrestaShop undertakes to satisfy its obligation to provide information to users who have completed the form on the Website, and in particular concerning the transfer of its data to the Member.

In the context of the Program, PrestaShop will transfer personal data from the Merchants to the Member. In this context, the Parties undertake to comply with their obligations under the personal data transfer agreement detailed in Appendix 3 for all data transferred to Members located outside the European Union and the United Kingdom.

ARTICLE 15 – LIABILITY

15.1. Limitation of liability. 

Neither party shall, under any circumstances, be held liable for any direct or indirect damages (such as, in particular, loss of earnings, loss of opportunities, loss of clientele, loss of data, the costs of replacement or damage to image) arising from the access to the services covered by the Terms and Conditions.
Moreover, the entire liability of either party to the other party in relation to the subject matter of these Terms and Conditions shall not exceed 50% of the total pre-tax amount paid under these Terms and Conditions.

15.2 Relationship between the Member and the Merchant. 

Services provided by a Member or its subcontractors to a Merchant are the sole responsibility of the Member. In no event shall PrestaShop be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever arising out of or in connection with the Member’s contractual relationship with a Merchant. In particular, but not exclusively, PrestaShop shall not be liable for any development, installation of third party modules or PrestaShop modules, configuration, backup or access to the Merchant Site.

15.3. Certain liabilities not reduced. 

Nothing in these Terms and Conditions shall exclude or limit either party’s liability for fraudulent misrepresentation, for death or personal injury, or any matter for which it is not permitted by applicable law to exclude or limit, or to attempt to exclude or limit, that party’s liability.

ARTICLE 16 – MISCELLANEOUS

16.1. Relationship of the parties. 

The Parties are independent contracting parties and neither has any authority to assume or create any obligation on behalf of the other. these Terms and Conditions shall not be construed to create or imply any legal partnership, agency or joint-venture.

16.2. Expenses. 

Except as otherwise specified herein or as otherwise mutually agreed upon by the Parties, each party will bear its own costs of performing these Terms and Conditions.

16.3. Taxes. 

Each party shall be liable for all taxes, duties, levies or tariffs or charges of any kind imposed by any governmental entity with respect to the revenue recognised by such party in connection with these Terms and Conditions.

16.4. Governing law and jurisdiction. 

These Terms and Conditions are governed by French law. Any dispute which may arise from the interpretation or performance hereof or which could be the continuation or consequence, shall prior to any court or arbitration proceedings, be subject to mediation by a mediator referred to by the more diligent party. If the mediation is unsuccessful, the dispute shall be subject to the exclusive jurisdiction of the Paris commercial court, notwithstanding multiple respondents or third party appeals.

16.5. Transfer. 

The Member acknowledges that the subscription to the Experts Program is exclusively personal and may not be transferred in any way, whether free of charge or against payment. In order to ensure the proper execution of the obligations under the present General Terms and Conditions PrestaShop reserves the right to assign, transfer or bring to a third party all or part of the present Terms and Conditions or to substitute a third party for all or part of their execution.

16.6. Force Majeure. 

Neither of the Parties can be held liable for non-performance, breach or delays in performing one of its obligations if the cause of such is due to the occurrence of an event that is outside its control or is a force majeure event as qualified in the jurisprudence of the French courts and tribunals, or caused by a third party.
If a force majeure event should last for more than two (2) months, one or other of the Parties:

• shall suspend the Terms and Conditions until the cessation of any cause of such failure; or
• can end the Terms and Conditions, on the condition that it notifies the other Party in advance by registered letter with request for receipt. In that case, such termination shall not be considered wrongful.

16.7. Severability. 

If any provision of these Terms and Conditions shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable.

16.8. Survival. 

The provisions of these Terms and Conditions relating to Confidential Information and Limitation of Liability shall survive any termination or expiration of these Terms and Conditions.

16.9. Non-solicitation of personnel. 

The Parties undertake mutually, throughout the entire term of the Terms and Conditions and up until the end of a twelve (12) months period from the termination of the Terms and Conditions, even in the event of early termination, not to poach or hire one of the other party’s personnel members involved directly in the provision of the services pursuant to these Terms and Conditions.

A Party that does not comply with this obligation must pay to the other, by way of contractual compensation, a sum equal to the hired person’s gross annual compensation for the current year.

16.11. Notices. 

Any legal notices required hereunder shall be given in writing at the email addresses [email protected] and [email protected] and shall be deemed to have been delivered and given for all purposes on the delivery date.

Appendix 1. ADVANTAGES

1. Advantages package

The Member will benefit from the following Advantages corresponding to its Status. Details of all benefits can be found under the following link:

NOTION HELPCENTER

These Advantages will be rolled out between 2022 and 2023 and are subject to evolve. PrestaShop will inform Members of any changes or additions to Advantages and publishing them on the Notion Helpcenter. The Member is invited to consult the latter regularly.

The Member acknowledges that in the event of an upgrade of his or her Status, only the additional Advantages that he or she did not enjoy in his or her previous Status may be claimed. The Member will not be able to receive the same Advantages already used at each Status update.

2. Utilization of PrestaShop Trademarks

a)  Logo :

The Member is allowed to use the logos provided by PrestaShop on the Notion Helpcenter.

b)  AdWords:
Based on the Status, defined in Appendix 1 , the Member is allowed to use all Adwords related to the PrestaShop Solution, for the Territory, except:

• PrestaShop;
• Download PrestaShop / PrestaShop download;
• PrestaShop Editions / Edition PrestaShop;
• Ecommerce PrestaShop / PrestaShop ecommece;
• PrestaShop store / store PrestaShop;
• Adwords misspelled (prestasop or prestachop download for example).

This list is non-exhaustive and can be modified by the PrestaShop Company at any time.

Moreover, the Member agrees to apply the following principles and rules:

• Inform the Agency Manager before launching campaigns;
• Send the campaign content to the agency manager to validate the use of the PrestaShop brand.
• The partner will be informed once the use of the PrestaShop brand is validated (or not and the modifications to be done in this case) and PrestaShop will ask for the adwords account so that we proceed to whitelist it with Google.
• PrestaShop will manage branding relationships with Google (PrestaShop Traffic Manager)
• The validation takes around a week, PrestaShop will let you know as soon as you can run your campaign.

Appendix 2. SCORING AND STATUS RULES

The Member will be able to earn points based on several criteria. The points the Member earn will determine the color that will be assigned to its agency: Bronze, Silver, Gold, or Platinum (in increasing order of required points).

These scoring rules are for internal purposes only and will not be publicly disclosed. The scoring will be updated on a quarterly basis three (3) months after the subscription to the Experts Program date.

PrestaShop will use its best efforts to calculate the points every six months and inform the Member accordingly.

Details of the scoring calculation can be found on the following link :

NOTION HELPCENTER 

PrestaShop shall inform Members of any scoring changes and publish them on the Notion Helpcenter. The Member is invited to consult the Notion Helpcenter regularly.

Appendix 3. STANDARD CONTRACTUAL CLAUSES

These standard contractual clauses apply only to Members located in a territory outside the European Union and the United Kingdom.

To obtain a signed version of the following Annex, Members may contact PrestaShop by making a request to their contact person or to [email protected]

Between :
PrestaShop,
hereinafter “data exporter”
AND
The Member, as defined in the Expert Program Terms and Conditions,
hereinafter “data importer”

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.B.

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 C

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.  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

14.1Notification

(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).

(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 339 501, 30 euros, registered on the Paris register of companies and commerce under number 497 916 635, with registered offices at 4 rue Jules Lefebvre- 75009 PARIS France, represented by its CEO M. Alexandre Eruimy,

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 

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.