General terms and conditions of service – PeeK'in

Glossary

In this Contract, and unless the context clearly indicates otherwise, the following terms beginning with a capital letter are defined as follows, it being understood that words in the plural may include the singular and vice versa.

Anomaly: Non-conformity and/or reproducible and repeated defect of the Application and its configuration, which prevents its normal operation while the Application is used in accordance with its purpose, namely the management of lost and found items. It may be Blocking, meaning the Anomaly makes it impossible to use all the features of the Application. It may be Major; the Anomaly generates a significant degradation of at least one function of the Application such that it can no longer provide the expected service in accordance with its destination.

Application: Lost and found management software solution and its database, accessible in SaaS mode, of which PEEK’IN is the exclusive publisher and holder of all intellectual property rights.

Client: The physical or legal person mentioned in the Quote.

End Client: Refers to any physical person, a customer of the Client, using the Application.

Contract: Collectively refers to these general terms and conditions, the Quote, and its possible appendices. Any document other than the Contract—notably prospectuses, advertisements, notices, the Client’s General Purchase Conditions, etc.—is for information and indicative purposes only and is non-contractual. The contractual documents are in descending order of priority: the Quote, these general terms and conditions, and any potential appendices.

Quote: The technical and financial proposal from PEEK’IN accepted by the Client, including specific execution conditions, notably the number of accesses to the Application.

Data: Refers to (i) all data transmitted by the Client to PEEK’IN during the execution of the Services, and/or (ii) all data stored by PEEK’IN on behalf of the Client under the Contract. Data is strictly confidential; it may include personal data.

Private Space: Refers to the Client’s personalized space within the software platform accessible via the Application. The Private Space is accessible via Credentials.

Force Majeure Event: Refers to, in addition to events usually recognized by French case law, events beyond the express control of either Party preventing a Party from normally performing one of its obligations, such as earthquakes, epidemics, fire or flooding of the operating premises of either Party, storms, blockage of transportation for any reason, total or partial strikes external to the company, total or partial regional, national, or international telecommunications blockages, war, and total or partial regional, national, or international computer network blockages. A technical failure caused by malicious actions (e.g., hacker attacks, denial of service, etc.) is also a case of force majeure.

Guide: A guide provided to the Client by PEEK’IN during the initial training (Onboarding). The Guide includes recommendations and instructions regarding the preparation and sending of packages by the Client. The updated Guide is accessible within the Application. It is the Client’s responsibility to refer to it.

Credentials: Refers to the codes consisting of a login and a password necessary to access the Private Space. The Credential is unique, personal, and confidential. The number of Credentials depends on the number of user licenses subscribed to by the Client from PEEK’IN.

Services: Refers to the services performed by PEEK’IN, namely: the Application user license, Application maintenance services, Data hosting services, supply of materials necessary for the return of forgotten items, and the collection of reviews from End Clients.

Professional Standards (Règles de l’art): Refers to the currently acquired data of science, accessible to the professional based on the time, place, and economic environment of the Contract’s execution, practiced by the vast majority of professionals acting in the same field of activity as PEEK’IN.

Users: Refers to any physical person designated by the Client to use the Application, under their exclusive responsibility and holding Credentials. The number of Users depends on the number of user licenses subscribed to by the Client from PEEK’IN.

1. Purpose

The purpose of these General Terms and Conditions (GTC) is to define the conditions under which PEEK’IN agrees to make the Application available to the Client, within the framework of granting user licenses (see “Intellectual Property” article) and performing the Services defined above.

Any order sent to PEEK’IN and/or the use of the Services implies the Client’s unreserved acceptance of the GTC. The Client must ensure that the Services are compatible with their own needs, particularly based on information provided by PEEK’IN. The Client has been able to freely request any additional information about the Services from PEEK’IN prior to their commitment and considers themselves sufficiently informed.

The Contract supersedes and replaces all oral or written agreements previously concluded between the Parties in this regard and may only be modified by a new contract or a written amendment signed by the Parties. It is expressly stipulated that, following negotiations conducted in good faith between the Parties, the Client’s general purchase conditions (or any other similar document published or habitually used by the Client) do not apply to all or part of the Contract.

2. Entry into force – duration

The Contract enters into force on the date mentioned in the Quote or, failing that, from the Client’s first connection to the Application. Unless otherwise stated in the Quote, the Contract is concluded for a duration of 12 (twelve) months.

Unless terminated by registered letter with acknowledgment of receipt by one of the Parties at least 3 months before the end of the term, the Contract is tacitly and automatically extended for a period equal to the initial period, with the understanding that any period started will be due and billed in full.

3. Commissioning of the application and services

3.1. Commissioning and credentials

The first connection to the Private Space using the initial Credentials constitutes the Client’s confirmation of the Application’s functional compliance. The Client agrees to verify, at this stage, the consistency and integrity of their contact details in their Private Space. The Client also agrees to immediately change the original password. This obligation is an essential requirement, falling under their duty to secure their Private Space and, more generally, not to cause a security breach.

Specifically, the Client must ensure that Credentials are not shared with third parties or unauthorized employees. The use, preservation, and management of Credentials are the sole responsibility of the Client. The security of the Private Space and the Application depends largely on maintaining the confidentiality of the Credentials.

3.2. Supply of materials

PEEK’IN provides the Client with a “starter kit” including a logistics pack (packaging and a weighing scale). The Client agrees to use the starter kits only within the framework of the Contract’s execution and in accordance with their destination and the instructions transmitted by PEEK’IN. The Client is responsible for the proper use of the logistics pack (packaging, labeling, weighing, etc.) before handing it over to the carrier identified on the delivery note.

3.3. Publication of end client reviews

The Application allows the End Client to rate and leave a review regarding the forgotten item return services, accessible to the Client in their Private Space. Unless the Client chooses otherwise, the review is not intended to be published outside the Private Space.

PEEK’IN offers an optional service for publishing reviews on PEEK’IN partner sites. By subscribing to this service, the Client acknowledges that PEEK’IN will publish, without prior control and in accordance with the legal principle of freedom of expression, all reviews posted on the space reserved for this purpose in the Application, regardless of their content, provided the review does not contain remarks contrary to public order and morality, notably those promoting crimes against humanity, inciting racial hatred, or child pornography. Additionally, PEEK’IN may intervene upon request from the Client or an internet user in cases of manifestly unlawful remarks.

The Client acknowledges that PEEK’IN cannot publish reviews for which the End Client has not previously accepted publication.

The Client acknowledges that reviews are subject to the general terms of use of the partner platform. PEEK’IN shall not be held liable for the fate of the review by the publisher or publication director of the relevant platform.

3.4. Availability – assistance – maintenance

The Application is accessible 24/7, except in cases of force majeure as described in the “Force Majeure” article below, events beyond PEEK’IN’s control, potential breakdowns, and interventions necessary for the proper functioning of the service and hardware. Under these conditions, the Application is available at 99.5% over 12 months.

PEEK’IN agrees to deploy the necessary resources to process Client requests under good conditions via a chatbot on the Application. Staff respond to the Client according to the hours communicated on the PEEK’IN website (Paris time zone) and excluding French public holidays.

Corrective maintenance aims to provide the Client with a direct solution or, if necessary, a workaround in cases of documented Anomalies that prevent the Client from normal use of the Application.

To facilitate maintenance, the Client agrees to describe the Anomaly precisely (description of the situation encountered: error messages, sequence of menus, etc.). PEEK’IN’s quality and response time necessarily depend on the active collaboration of the Client in transmitting adequate information, which the Client expressly acknowledges.

PEEK’IN will make its best efforts to resolve any Blocking or Major Anomaly within two (2) business days of the Client’s request. Any anomaly due to a malfunction in the Client’s information system cannot be considered an Anomaly.

3.5. Hosting – data location – data ownership

PEEK’IN provides hosting for Data related to the use of the Application within a secure server center. In accordance with its status as a host, PEEK’IN exercises no control over the content of the Data but will be obliged, if notified, to delete or prohibit access to any content resulting from the use of the Application that is illegal.

PEEK’IN shall be released from all liability regarding the nature, content of information or Client Data, and the resulting exploitation.

Similarly, PEEK’IN shall be released from all liability regarding the quality and transmission of Data when they use telecommunications networks and, more generally, the quality and reliability of telecommunications links.

The Parties expressly agree that all Data and information provided by the Client or by End Clients to PEEK’IN, as well as those processed and/or hosted by the latter under the Contract, are and remain the exclusive property of the Client, while specifying that personal data of any End Client belongs only to that individual. PEEK’IN is therefore only authorized to use Client Data within the framework of the Contract’s execution.

4. Peek’in personnel

4.1. Supervision

PEEK’IN personnel assigned to the execution of the Contract remain under the administrative control and sole hierarchical and disciplinary authority of PEEK’IN throughout the duration of the Contract.

4.2. Combating undisclosed labor and transnational posting obligations

PEEK’IN hereby agrees to comply with French regulations regarding the fight against undisclosed labor or any other similar applicable regulations when the Services are performed in another territory.

5. Obligation to collaborate

The Parties agree to collaborate within the framework of the Contract and the performance of the Services. As such, they will share all information and inform each other of any events or difficulties they become aware of that could affect the proper execution of the Services.

To this end, PEEK’IN and each Client will each designate a primary contact person in charge of communicating and informing the other Party of any difficulties encountered as soon as possible so they can be addressed.

The names of the primary contact persons are indicated in the Quote. In the event of a change, each Party agrees to communicate the identity of the new contact person in writing.

6. Obligations of Peek’in

PEEK’IN agrees to provide the Services under the conditions defined in the Contract, within the framework of an obligation of means (best efforts), given the hazards related to computing and internet networks.

PEEK’IN may thus demonstrate that it is not responsible for the occurrence of any incident whose origin is the Client’s information system or the hardware of the Client or the End Client.

PEEK’IN agrees to perform the Services in accordance with the Professional Standards of its industry and, in particular, to bring its know-how, experience, and expertise to the execution of the Contract in light of the information communicated by the Client.

PEEK’IN is solely responsible for the means and methods it implements under these terms.

PEEK’IN agrees to inform the Client of any problem occurring during the execution of the Services as soon as possible.

PEEK’IN reminds the Client, who acknowledges it, that the Application is a tool to assist in the return of lost property. PEEK’IN’s obligations do not concern the verification of the item’s owner, the classification of the item, the preparation of the forgotten item for transport (packaging, labeling, weighing, etc.), nor the transport itself. It is therefore the responsibility of the Client or the End Client, as the case may be, to take out the necessary insurance for the transport of the item.

7. Obligations of the client

7.1. The client agrees to:

• Put PEEK’IN personnel in contact with the Client’s personnel relevant to the Services upon PEEK’IN’s request;
• When Services are to be performed on its premises, make available to PEEK’IN the means essential for the execution of the Services;
• Pay the Provider the amount of the price agreed upon in the Contract (essential obligation);
• Comply with the provisions of the “Intellectual Property” article below (essential obligation);
• Respect the scope of rights granted to it on the Application and not use it illegally;
• Only disclose the Credentials transmitted to it to Users duly trained in the use of the Application, within the limits of the rights granted. The Client agrees to ensure compliance with this provision by the Users concerned and to notify the Provider in case of loss or theft of Credentials;
• Comply with the Guide;
• Refer to the list of prohibited products or those requiring special shipping precautions published on the Application. This list is not exhaustive given the specificities related to the destination countries of the goods. The Client is solely responsible for compliance with the applicable provisions in this regard.

7.2. The client acknowledges that the information entered

Into the Application, particularly information relating to the found item (description, weight, volume, category, etc.), is its sole responsibility. It acknowledges that the handover of the item to the carrier indicated on the delivery note and within the timeframes indicated in the Application is its responsibility.

PEEK’IN will re-bill the Client for any additional costs caused by the tracking and delivery of the item, including administrative fees, time spent, and new transport/customs costs incurred by PEEK’IN.

8. Intellectual property

8.1. General provisions

The Client will transmit any graphic charter elements, trademarks, logos, and distinctive signs (the “Marks”) to PEEK’IN for the customization of the Application for the purpose of implementing the Services. The Client thus grants the Provider a non-exclusive, non-transferable, non-assignable license to use the Marks and, more broadly, any customization elements transmitted by the Client for the purpose of customizing the Application for the exclusive account of the Client and for the limited duration of the Contract.

The Client warrants to PEEK’IN that it is the owner of all elements and tools made available to PEEK’IN during the execution of the Contract, notably elements related to the brand and the graphic charter. The Client warrants to PEEK’IN, for the duration of the Contract, the peaceful enjoyment of the elements and tools necessary for PEEK’IN to execute the Contract.

8.2. Right of access and use of the application

The Client’s use of the Application is strictly limited to the needs of the Contract.

Under the Contract, PEEK’IN grants the Client a personal, non-assignable, and non-exclusive license to access and use the Application, regardless of the connection location in the world, in accordance with applicable law. The right of use is exercised via remote access. This license does not grant the Client any other intellectual property rights over the Application or its evolutions, which remain the full and exclusive property of PEEK’IN.

The Client agrees not to (i) resell, sub-license, rent, share, or make the Application available to an unauthorized third party in any way; (ii) illegally access, disrupt the integrity or performance of the Application or the Data it contains; (iii) intervene on the Application in any way or for any reason, including to correct errors, as maintenance is provided by PEEK’IN; (iv) reverse engineer the Application.

8.3. Warranty

In the event of an action or claim brought against the Client on the grounds that the Application made available to them and used in accordance with the terms of this Contract constitutes an infringement of an intellectual property right belonging to a third party, PEEK’IN will pay the damages and interest the Client may be ordered to pay by a final court decision or the amount of any settlement indemnity agreed upon, as well as reasonable costs incurred by the Client in the context of such an action, provided that (i) the action or claim was notified to PEEK’IN without delay and in writing upon the Client’s knowledge, (ii) PEEK’IN conducts the negotiations or defense in consultation with the Client and its counsel and the Client cooperates in good faith with PEEK’IN, and (iii) the Client does everything in its power to minimize the potential damages that might result. No indemnity will be due in the event of an action or claim resulting from the Client’s actions. This article states the entire conditions for implementing PEEK’IN’s liability and the Client’s remedies in case of intellectual property rights infringement.

9. Financial conditions

9.1. Price

In consideration for the performance of the Services, including the granting of the Application user license, the Client will pay PEEK’IN the sums detailed in the Quote.

The sums are expressed in euros, excluding taxes, and include all costs and expenses necessary for PEEK’IN to provide the Services covered by the Contract.

It is the Client’s responsibility to transmit a SEPA mandate to PEEK’IN to set up the direct debit. Payment terms are specified in the Quote.

Any request by the Client for Services or modifications, of any nature whatsoever, will be subject to a complementary or corrective proposal from PEEK’IN which, if accepted by the Client, will result in an amendment to the Contract signed by both Parties.

9.2. Billing disputes

Any disagreement regarding billing must be justified by sending a registered letter with acknowledgment of receipt within thirty (30) days of the invoice date. In the absence of this procedure, the Client will be deemed to have accepted it and considered in default in the event of non-payment.

In case of failure to respect the indicated payment deadlines, automatically and without prior formal notice from PEEK’IN:

• PEEK’IN reserves the right to implement any appropriate measures to preserve its interests;
• PEEK’IN may demand immediate payment of all sums remaining due by the Client;
• The Client will be billed late interest equal to ten times the legal interest rate, the last rate published at the invoice date, interest being due solely by the fact of the contractual term’s expiration. Interest is calculated pro rata temporis per day, from date to date, from the due date until the day of payment;
• PEEK’IN will bill the Client a minimum fixed indemnity of 40 euros. This amount may be higher upon justification of higher recovery costs.

9.3. Indexation

Prices are revised automatically on January 1st of each year (N), according to the following formula: Tarif [N] = Tarif [N-1] * (Indice [N-1] – Indice [N-2]) / Indice [N-2].

The applicable index is the index offering the highest increase for the Provider, either CPF 17.12 − Paper and cardboard* or CPF 52.29 − Messaging, express freight**.

In case of suppression of this index for any reason, a replacement index that is similar and related to PEEK’IN’s activity will be automatically substituted. The Client may only contest this new index during the month following the date the letter notifying the revised prices was sent. In case of contestation, the replacement index will be determined by an expert designated by mutual agreement between the Parties or, failing that, by the President of the Commercial Court of Nantes at the request of the most diligent party. Costs will be shared equally between the Parties.

9.4. Price revision

In the event of price modifications greater than the variation of the indices presented in Article 9.3 above, PEEK’IN will inform the Client at least 45 days before the extension date, so that the Client has all the information necessary to extend or terminate this Contract.

The Client may then terminate the Contract by transmitting a registered letter with acknowledgment of receipt to PEEK’IN no later than 15 days before the renewal date, citing this clause.

10. Confidentiality

10.1.

Each Party binds itself, regarding the content of the Contract’s provisions, as well as the information of the other Party it may become aware of during the negotiation and execution of the Contract—provided that this information is sensitive, notably on a financial, ethical, economic, technical, or commercial level, or declared as such by the other Party or by reason of its personal nature—to:

• Keep it strictly confidential and refrain from communicating it to anyone, except for purposes strictly necessary for the proper execution of the Contract, and;
• Refrain from exploiting it, directly or indirectly, or allowing its exploitation by a third party under their control, for any purpose other than the proper execution of the Contract.

10.2.

The following do not constitute confidential information under the terms of the Contract:

• Information that is in the public domain at the date of its disclosure or becomes so thereafter without either Party being the source of its disclosure;
• Information acquired in good faith by either Party from a third party not bound by such a confidentiality undertaking;
• Information known to the Parties prior to the conclusion of the Contract;
• Information required by law or by an administrative or judicial jurisdiction, it being understood that in this case, the Party concerned by this procedure must notify the other Party of this legal disclosure request as soon as possible, unless prohibited by authority.

The burden of proof for the aforementioned elements lies with the Party receiving the confidential information.

10.3.

Each Party warrants that the confidentiality obligations detailed in this article are imposed on its personnel and potential subcontractors and will assume full responsibility in the event of a breach by its personnel or potential subcontractors.

10.4.

This Article 10 shall survive the expiration or termination of the Contract for any reason whatsoever.

11. Personal data protection

The Parties agree to comply with the regulations in force applicable to the processing of personal data carried out in the framework of the Contract’s execution, and in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, applicable since May 25, 2018 (“GDPR”) and Law No. 78-17 of January 6, 1978, relating to information technology, files, and liberties (“LIL”). The conditions for subcontracting personal data are established in the appendix.

12. Force majeure

Neither Party can be held responsible for a failure to perform one of the obligations placed on it by the Contract caused by a Force Majeure Event.

The Party invoking a Force Majeure Event must immediately notify the other Party, specifying the details of this Force Majeure Event preventing it from performing its contractual obligations and doing its best to limit its consequences.

The Party invoking a Force Majeure Event agrees to resume execution of the Contract as soon as possible after this case of Force Majeure has disappeared.

In the event that a Force Majeure Event continues for more than 2 months, the Parties agree to engage in discussions to take this into account.

If they fail to agree on the consequences of this situation within a maximum of 30 days, the Contract may then be terminated immediately, without compensation on either side, by the Party to whom the obligation is owed, by simple written notification to the other Party.

13. Insurance

The Parties declare that they have contracted insurance with a notoriously solvent insurance company covering the consequences of their Professional Civil Liability and Operating Civil Liability up to an amount corresponding to the risks and responsibilities incumbent upon them both under their contractual commitments.

The Parties agree to maintain their insurance for the entire duration of the Contract and to inform the other Party of any modification.

14. Liability

Each Party will be liable to its co-contractor according to common law rules and will compensate it for any direct damage of any nature whatsoever.

Neither Party is liable for:

• Damages resulting from the actions of the other Party or a Force Majeure Event;
• Indirect damages as defined by case law.

It is expressly agreed between the Parties that, if PEEK’IN’s liability were judicially recognized on any basis whatsoever, the cumulative compensation that could be claimed from PEEK’IN for a calendar year will be limited to six months of the monthly amount paid to PEEK’IN under the Contract.

15. Termination of the contract for breach

In the event of a breach by one of the Parties of any of the obligations placed on it under the Contract, the other Party may give formal notice to repair this breach within a maximum period of thirty (30) days from the notification of termination.

Specifically, a case for termination includes non-payment of an invoice by the Client or the non-performance of any of the obligations listed in Articles 5, 8, and 10.

If, at the end of this thirty (30) calendar day period, the breach has not been or could not be repaired, the other Party may automatically terminate all or part of the Contract by registered letter with acknowledgment of receipt, without prejudice to any damages and interest it might claim.

16. Data restitution

PEEK’IN agrees to ensure the return of Data to the Client or a provider chosen by the latter. In this regard, PEEK’IN specifically agrees to ensure easy data portability in a structured and commonly used format.

Furthermore, PEEK’IN agrees to return to the Client, within a maximum period of 30 days after the end of the Contract when the end date is known, or on the day the Contract ends in the case of early termination, all Client Data in a format conforming to market standards and in a way that guarantees its integrity, as well as any programs, hardware, or other software made available to PEEK’IN by the Client under the Contract.

Finally, PEEK’IN agrees to ensure the irreversible destruction of Client Data and information that was transmitted to the provider, subject to the mandatory provisions of applicable regulations and laws in force regarding the protection of personal data.

17. Assignment of the contract

Neither Party may assign, transfer, or transmit to a third party, in any capacity and by any means whatsoever, including in the context of an operation involving the universal transfer of all or part of its assets, the obligations incumbent upon it under the Contract without the prior written consent of the other Party.

In case of breach of this provision, the Party concerned will have a period of one (1) month from becoming aware of the assignment to inform the other Party, by registered letter with acknowledgment of receipt, of its intention to terminate the Contract. Termination of the Contract will take effect 30 days after receipt of said letter.

18. Communication

PEEK’IN is authorized to cite or reproduce the identification elements of Clients as a commercial reference.

19. General clauses

19.1. Headings

The headings of paragraphs and articles in the Contract are inserted to facilitate reading but can in no way serve as a guide for their interpretation.

19.2. Chosen domicile

For the execution of the Contract and its consequences, the Parties respectively choose domicile at their registered offices or addresses indicated at the beginning of these terms.

19.3. Partial nullity

If one (or more) of the provisions of the Contract is held, rendered, or declared invalid by reason of a law, regulation, or decision of a competent jurisdiction, the Parties will consult each other to agree on a provision(s) replacing the invalid provision(s) and allowing, as far as possible, the attainment of the goal sought by the original clause(s). All other provisions of the Contract retain their full force and scope.

19.4. Non-waiver

The fact that one of the Parties does not invoke a breach by the other Party of any of its obligations shall not be interpreted as a waiver of the obligation in question or as an amendment to the Contract and shall not prevent the non-defaulting Party from invoking it in the future.

19.5. Notification

Notifications are made by registered letter with acknowledgment of receipt. Unless otherwise stipulated in the Contract, any notification will take effect from the date of its first presentation by the postal services.

20. Applicable law and attribution of jurisdiction

The Contract is subject to French law.

Any dispute relating to the Contract, resulting notably from its signing, execution, interpretation, termination, or validity, must imperatively be the subject of an attempt at an amicable solution by the Parties.

To this end, the Parties agree to meet within 15 (fifteen) days of receipt by one of the Parties of the notification of said dispute by registered letter with acknowledgment of receipt sent by the other Party.

In the absence of an amicable solution to the dispute within 15 (fifteen) days of the meeting of the Parties under the conditions referred to in the paragraph above, the dispute must then be submitted to the competent jurisdiction according to the terms defined below.

Failing an amicable solution, any dispute likely to arise between the parties regarding the formation, execution, interpretation, or termination of this contract shall fall under the exclusive jurisdiction of the courts of the registered office of Peek’in.