GENERAL USAGE CONDITIONS
GENERAL USAGE CONDITIONS
1. Application of the general usage conditions
- 1These general usage conditions (the "Conditions"), starting from the January, 1st 2020 ,define the terms and conditions in which ARI (Auchan Retail International S.A.) makes available to the Users the ASAP Platform and the Services that are available on the latter.
- 2 Access to the ASAP Platform and to the Services subscribed by the User is conditional upon the acceptance of and compliance with these Conditions. Any User (and any Account Owner acting on its own behalf) wishing to access the above must have taken cognisance of these Conditions and undertakes to comply with them unconditionally.
- 3 In these Conditions:
Partner Banks means the Partner Banks of ARI (i) offering the Users pre-financing solutions for invoices approved by the Auchan Companies in accordance with the contracts entered into with the Auchan Company and the User and (ii) having access to the ASAP Platform in accordance with the contract entered into with ARI.
Financing Contract means any contract entered into between a Partner Bank and the User wishing to benefit from the offer to pre-finance Batches of Invoices.
User Account(s) means the User’s account(s), providing access to the ASAP Platform and to the use of the Services by the User and the Account Owner(s), the access to which shall be limited to the needs of the User, it being specified that each User can, for each User Account, activate the Auchan Company/ies of its choice.
Auchan Company means (i) on the date of these Conditions: Auchan Retail France, Auchan Retail Romania, Auchan Retail Polska, Auchan Retail Portugal, Auchan Retail Luxembourg, Organisation Intra-Groupe des Achats (OIA) and (ii) in future, any company affiliated with Auchan Holding and engaging in a commercial or civil activity under the name of an Auchan Company belonging to Auchan Holding identified on the site asap.auchan.com.
Auchan Retail International [or ARI] the public limited liability company (société anonyme) having its registered office at Rue du Maréchal de Lattre de Tassigny,, 59170 CROIX and registered at the Lille Métropole Trade and Companies Register under No. 410 408 959.
Batch of Invoices means one or more invoices issued by the User and, if applicable, one or more credits, denominated in the same currency, having been approved by the activated Auchan Company/ies and having the same payment due date, it being specified that each Batch of Invoices must have a credit balance in favour of the User.
Information means any information communicated by the User on the ASAP Platform and regarding, notably, the Account Owner(s), the User and the Batches of Invoices.
ASAP Platform means the secure IT and technical platform, and the related IT solution set up by the Provider and dedicated to ARI, which holds usage rights and intellectual property rights, accessible to the Users, Account Owner(s), Auchan Companies and Partner Banks at the following address:https://ruby.treasury-factory.com.
Provider means Kyriba, the third-party publisher of the ASAP Platform, a simplified joint stock company (société par actions simplifiée) located at 247 les Bureaux de la Colline, 92210 Saint-Cloud, registered at the Nanterre Trade and Companies Register under No. 429 336 597.
Services means the services offered to the Users by ARI via the ASAP Platform, as described in greater detail in Article 6, "Services".
Account Owner(s) means any person duly authorised to use the User Account(s) in the name and on behalf of the User.
User(s) means the suppliers of the Auchan Companies having joined the ASAP Platform and one or more Services offered by ASAP and having one or more activated User Accounts.
2. Acceptance of the Conditions
- 1 These Conditions are intended to govern the use of the ASAP Platform and the related Services for the activated Auchan Companies, as well as any content accessible via the ASAP Platform or the Services. Any request to join the ASAP Platform and the Services shall imply the prior consultation and acceptance of these Conditions.
- 2 Ticking off on the asap.auchan.com site the box “I accept”, the User acknowledges and confirms that he has read and agrees with the terms and conditions of the General Conditions and further accepts to be bound by them. The User further certifies as being duly authorised to bind his company and as being accurate the information delivered in relation to the General Conditions. Otherwise, the User shall not be entitled to access the ASAP Platform or the related Services.
- 3 The Conditions and/or the ASAP Platform and/or the Services can be modified and/or updated at any time by ARI, and as often as necessary, in which case the Users shall be notified thereof by e-mail and shall be entitled to notice of one (1) month to request the cancellation of their User Account(s) and of the Services. Thereafter, they shall be deemed to have accepted these modifications and/or updates.
3. Joining the Platform
- 1 Any supplier of one or more Auchan Companies wishing to benefit from the Services offered by ARI must first submit a request to join the ASAP platform via the Internet site asap.auchan.com, together with the required documents in electronic format.
- 2 ARI’s approval of the request to join shall result in (i) the creation of the User Account(s), (ii) the activation of the Auchan Company/ies chosen by the User and (iii) the activation, as well as the joining, of the ASAP Platform and of the Services chosen by the User. The access codes to the User Account(s), providing access to the ASAP Platform and the use of the Services subscribed, shall be transmitted to the User electronically.
- 3 Any User wishing to modify the type of Services to which it has subscribed at the time it joins must submit a written request to ARI electronically, at the address indicated in Article 14 (Notifications).
4. Activation of the User Account(s)
- 1 Up to two (2) User Accounts, effective for the Auchan Company/ies selected by the User, shall be made available to each User, for the purposes of the Services.
5. Management of the User Account(s)
- 1 One or more Account Owner(s) of the User Account(s), duly authorised to use the ASAP Platform and the related Services, in the name and on behalf of this User, shall manage the User Account(s).
- 2 Any modification of the Account Owner(s) must be notified by the User to ARI by e-mail, and shall be effective within a period of five (5) days from ARI’s receipt of said notification.
- 1 The Services are those offered to the Users by ARI via the ASAP Platform. They can be supplied, based on the needs expressed by the Users, in the form of a combined offer, or as an independent service.
- 2 The PACK ASAP BASIC includes, notably:
- the creation, parameterisation and updating of the User Accounts;
- the creation and communication of the access codes providing access to the ASAP Platform and to the Services;
- the monitoring of the smooth circulation of the information transmitted by the User, the Account Owner(s) and the Auchan Companies on the ASAP Platform;
- the consultation and backing-up of the Batches of Invoices;
- access to the payment details of the Batches of Invoices;
- access to a mode to simulate requests for the pre-financing of the Batches of Invoices;
- the weekly reporting on the most recent Batches of Invoices and its payment details; and
- access to the technical support of the ASAP Platform supplied in connection with the Provider
- 3 The UNLIMITED ASAP PACK includes, notably:
- all of the Services included in the PACK ASAP BASIC (as the services must be modified to ensure that they work as part of the UNLIMITED ASAP PACK);
- access to the list of the ARI Partner Banks offering pre-financing solutions;
- the right for the User to submit a request for pre-financing of the Batch(es) of Invoices of its choice;
- the transmission of any pre-financing request from the User to the Partner Bank of its choice;
- the monitoring of the information transmitted to the Partner Banks and concerning any pre-financing request (routing of Information); and
- the receipt of the pre-financing approvals by the Partner Bank and the making available of this information to the User.
- 4 The UNLIMITED ASAP PACK Service shall only be accessible as of the signing of a Financing Contract between the User and the Partner Bank and insofar as ARI has been informed beforehand
7. Representations and undertakings
- 1 The User acknowledges that, subject to the applicable laws and regulations and, if applicable, any other stipulation, a Batch of Invoices appearing on the ASAP Platform can no longer be modified, whether at the request of the User, or at the request of the Auchan Company in question. Consequently, any Batch of Invoices in the process of being paid cannot be paid to a third-party or be the subject of a pre-financing request in favour of a third-party.
- 2 L’Utilisateur déclare à ARI que :
- it is in possession, as are the Account Owners, of the resources needed to access the ASAP Platform and to use the subscribed Services, it being specified that the Internet connection costs associated with the use of the ASAP Platform and of the Services shall be borne exclusively by the User and/or by the Account Owner(s); and
- it is the owner of the Batches of Invoices, which are free of any rights in favour of any third-party.
- the Services of the UNLIMITED ASAP PACK constitute additional services which the User can access on an optional basis.
- 3 If the user subscribes to the UNLIMITED ASAP PACK, it acknowledges and accepts that::
- he has been contacted by ARI in order to supply to the latter the Services of the UNLIMITED ASAP PACK and, if applicable, to communicate its contact information to a Partner Bank, without ARI having first contacted it for this purpose;
- notwithstanding any conflicting stipulation, it has expressly authorised ARI to communicate to the chosen Partner Bank (i) its contact information, without ARI having first contacted it for this purpose, and (ii) the information that the chosen Partner Bank could request from it;
- it has the knowledge and experience necessary to assess the advantages and the risks incurred by the activation of the Services of the UNLIMITED ASAP PACK and it is therefore responsible for deciding whether or not this choice is justified and for making use of its own counsels, if applicable;
- Under no circumstances has ARI transmitted to it the contractual documentation of a Partner Bank with a view to entering into a Financing Contract; and
- ARI’s role is limited to rendering Services associated with the Platform and to communicating the User’s contact information to the Partner Bank, if requested by the User.
- 4 Each User undertakes to:
- ensure the confidentiality of the ASAP Platform, of the Services, as well as of their access codes, while refraining from communicating these to anyone, and by modifying the passwords as quickly as possible in the event that they are no longer confidential;
- send ARI any modification of any Information, within five (5) days following said modification;
- transmit correct and complete Information via the ASAP Platform;
- not to modify, adapt or transform the ASAP Platform, with the exception of those acts that are strictly necessary to the use of the ASAP Platform, in accordance with its intended purpose, or the correction of errors, as mentioned in Article L. 122-6-1 of the French Intellectual Property Code (Code de la propriété intellectuelle) ;
- not to grant a sublicense, or grant, rent, lend, distribute or transfer the use of the ASAP Platform and of the Services and the access rights to the ASAP Platform to third parties;
- not to decompile, disassemble or determine or attempt to determine in any other manner the source code (or the underlying ideas, algorithms, structure or organisation) of the ASAP Platform;
- on each date of a pre-financing request transmitted via the ASAP Platform and on each transfer date of the Batch(es) of Invoices under the Financing Contract, not to transfer this receivable to a third-party; and
- not to request pre-financing via the ASAP Platform concerning any Batch of Invoices that is the subject, whether in full or in part, of an assignment, delegation or pledge, or attachment of money in the hands of a third-party.
- access the ASAP Platform and use the Services subscribed in accordance with the stipulations of these Conditions and, more generally, with applicable laws and regulations in force.
- 5 ARI undertakes to :
- make the ASAP Platform available to the Users, as of the approval and activation of the User Account(s), in accordance with these Conditions; and
- make the Services available to the Users in accordance with the instructions communicated on a regular basis by the User and/or the Account Owners.
- 1 It is hereby recalled that each User continues to have as contact person each Auchan Company concerned with regard to any matters regarding the consultation, approval or payment of the Batch(es) of Invoice(s).
- 2 The User assumes full responsibility for the use of the ASAP Platform and of the Services, made by the Account Owners, and, notably, for all direct or indirect consequences of a fraudulent use or of any use by an unauthorised person.
- 3 The User assumes full responsibility for any request for pre-financing of the Batches of Invoices via the ASAP Platform.
- ARI cannot be held responsible in the event of a difficulty in accessing or inability to access the ASAP Platform caused by:
- a nonconforming use of the ASAP Platform by the User, a technical or physical problem involving the User’s equipment, or inaccurate information communicated by the User; and
- maintenance of the ASAP Platform planned by the Provider, the transmission by the Auchan Company in question to ARI of erroneous or incomplete information concerning a Batch of Invoices issued by the User; and/or
- a force majeure event.
- 4 ARI waives all responsibility in the event that a Partner Bank refuses (i) to enter into a Financing Contract, (ii) to grant the pre-financing solution requested by the User pursuant to a Financing Contract or (iii) after its signing, to continue the performance of the Financing Contract for any reason whatsoever and at any time whatsoever.
- 5 ARI cannot be held responsible in the event of the absence on the ASAP Platform of the Batches of Invoice issued by the User and not transmitted by the Auchan Company, it being recalled that each User shall continue to have as contact person each Auchan Company for all matters concerning the consultation, approval or payment of the Batch(es) of Invoice(s).
- 6 In the event of a violation by the User of the declaration concerning the absence of a double transfer of the receivable, the User shall be bound to pay the Auchan Company or ASAP, acting in the name and on behalf of the Auchan Company, the amount of the twice transferred receivable.
9. Suspension – Desactivation – Closing of the User account(s) and of the Services
- 1 ARI reserves the right to suspend, deactivate or close the User Account(s):
- in the event of use of the ASAP Platform and/or of the Services that does not conform to these Conditions and, more generally, to laws and regulations;
- in the case of established fraud;
- in the case of insolvency procedures involving the user, as defined by Book VI of the French Commercial Code (Code de Commerce); and
- in the event of the winding-up of the User.
- 2 Each User shall be entitled to suspend, close or cancel its User Account(s) or to cancel a specific Service by notifying ARI for this purpose, by registered mail with acknowledgment of receipt, which must specify the User Account(s) and/or the Service to be cancelled. Any suspension, closing or cancellation of a User Account or of a Service by the User shall become effective within a period of eight (8) days.
10. Intellectual property rights
- 1 The Information transmitted or communicated for the purposes of the use of the ASAP Platform is reserved for exclusively professional use. It cannot, in full or in part, be reproduced or transmitted (whether electronically, or in any other manner) with the exception of the information the reproduction of which is authorised for the Services supplied.
- 2 All of the data (information, data, text, sounds, images, drawings, graphics, distinctive signs, logos and trademarks) appearing on the pages of the ASAP Platform cannot be reproduced or used by the User or the Account Owner(s).
- 3 Any reproduction, representation or dissemination, for purposes other than professional purposes, of all or part of the content of the ASAP Platform on any medium or by any process whatsoever is prohibited, with the exception of information, the reproduction of which is authorised for the purposes of the Services. A breach of this prohibition shall constitute an infringement that can give rise to the infringer’s civil and criminal liability.
- 4 It is strictly prohibited to use the ASAP Platform for public or commercial purposes, without the prior written consent of ARI and of the Provider.
11. Data processing and freedoms
- 1 The personal data transmitted by the Account Owner(s) and the User on the ASAP Platform and/or on the asap.auchan.com Internet site, or providing access to the ASAP Platform is necessary to the smooth rendering of the Services on the Platform.
- 2 In its absence, the Services cannot be rendered in an optimal manner (this data includes the name of the company, the complete address, the intra-Community VAT number, the business registration number, the name, e-mail address and telephone number of the main contacts, the date of the sending of access to the User, the acronym, the date of receipt of the documents, the activation date of the User Account(s), and the initial date of on-boarding by the Partner Bank).
- 3 ARI shall process the personal data necessary to the use of the Services on the Platform, in accordance with the French Law of 6 January 1978 (n°78-17) regarding the protection of personal data.
- 4 The information entered on the ASAP Platform or on the ARI Internet site will only be used and will only be communicated solely for the purposes of internal management, in order to comply with legal or regulatory obligations, or for the purposes of commercial actions.
- 5 For the purposes of internal management, the User and the Account Owner(s) expressly accept that the identifying information concerning them can be transmitted by ASAP to the Provider and/or to the technical subcontractors and providers performing work on the ASAP Platform.
- 6 In addition, the User accepts that ARI can transmit identification data (notably, company name, contact information of the contact-surname, given name, telephone number, e-mail address and incorporation certificate) to the Partner Banks that could make it a financing offer, for commercial contact purposes.
- 7 This information may give rise to exercise of the right of access, limitation, opposition and rectification and the right to portability of your data, as well as the right to define guidelines on the use of your personal data if you could no longer exercise these rights, under the conditions laid down by law n°78-17 of 6 January, 1978 relating to data processing, files and individual freedom amended on 6 August, 2018 and the General Data Protection Regulation 2016/679 of 14 April 2016..
- 8 The User and Holder(s) are thus informed that they may exercise these rights, free of charge and after confirmation of their identity and a contact address, to ARI at the address mentioned in the Article 14 (Notifications) or to the Data Protection Officer to: firstname.lastname@example.org or to the following address: Attn: Data Protection Officer, Rue du Maréchal de Lattre de Tassigny, 59170, Croix, France.
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- 1 In the event that any one of the stipulations of these Conditions is considered null, invalid or inapplicable, by a law, a regulation, or a final court decision, it shall be deemed unwritten and the other stipulations shall remain in force and fully in effect.
- 2 If ARI or the User do not rely on, or take a long period of time before relying on the application of an article of these Conditions, this cannot be construed as a waiver to rely on the stipulation in the future.
- 1 All communications and notifications made pursuant to these Conditions shall be sent, as the case may be, by:
- registered mail with request for acknowledgment of receipt for the cancellation of the User Account(s) and of the Services by the User; and
- e-mail, letter sent via first-class mail, or fax, for the purely administrative management of the User Account(s).
- 2 Any communication and notification to ASARI AP must be sent to the following address and numbers (or to any other address that will be subsequently notified by ARI to the User):
Auchan Retail International S.A.
Rue du Maréchal de Lattre de Tassigny, 59170, Croix, France
Téléphone : 03 20 81 69 69
Adresse e-mail : email@example.com
14. Governing law and competent jurisdiction
- 1 These Conditions are governed by and construed in accordance with French law.
- 2 In the event of a dispute or disagreement, the parties declare that they shall submit their dispute arising from the entering into, interpretation or performance of these Conditions to the Paris Commercial Court (Tribunal de Commerce de Paris) (France)