Terms and conditions of sale

These terms and conditions of sale (the “Conditions”) are offered by DEVAXIS, a French limited liability company (SARL) with share capital of 1 000 €, having its registered office at La Firme, 38 rue Gabriel Péri, 31000 Toulouse, France, registered with the Toulouse trade and companies register under number 939 155 669 (“Magazengo”), which operates the service available at https://magazengo.com and https://app.magazengo.com.

Their purpose is to define how the subscription to the Magazengo service (the “Service”) is taken out, provided, invoiced and terminated. The Service is online software allowing the customer (the “Customer”) to create, customise, host and operate one or more online stores (the “Store”).

The rules for using the Service, the prohibited content and the regime applicable to content published by the Customer are set out in the terms of use, which form an integral part of the contract.

• — Consumer Customer: a natural person who subscribes to the Service for purposes outside their commercial, industrial, craft, professional or agricultural activity, within the meaning of the introductory article of the French Consumer Code.
• — Business Customer: any natural or legal person who subscribes to the Service for purposes within their professional activity, including where they act in the name of or on behalf of another professional.
• — Buyer: a person who places an order with the Customer on a Store. The Buyer is not a party to these Conditions.
• — Customer Content: all items published, uploaded or generated by the Customer through the Service.
• — Buyer Data: personal data of Buyers and visitors to the Store, processed by Magazengo on behalf of the Customer.

The contract consists of the following, in decreasing order of precedence:

• — any specific terms signed between the parties;
• — the order form or subscription summary accepted online;
• — these Conditions;
• — the data processing agreement;
• — the terms of use;
• — the privacy policy.

In the event of a conflict, the higher-ranking document prevails, solely for the clause concerned. No general purchasing conditions of the Customer apply in the absence of Magazengo’s express written acceptance.

Subscription takes place online. Before confirming, the Customer reviews the details of their order, its total price, the term of the subscription and these Conditions, and is able to correct any errors, in accordance with article 1127-2 of the French Civil Code.

The contract is formed when the Customer confirms their order after ticking the box accepting the Conditions, and when Magazengo then sends them a confirmation by email. The Customer receives a copy of the Conditions on a durable medium.

The Customer declares that they have the legal capacity to contract and, where acting for a legal entity, the authority to bind it. On subscribing, the Customer states whether they act as a Consumer Customer or a Business Customer; that statement determines the applicable regime.

Depending on the plan taken out, the Service includes: access to the store editor and themes, hosting of the Store, catalog and order management, the admin interface, sending of transactional emails relating to orders, technical integration with the payment provider, and the additional features described on the pricing page.

Unless otherwise agreed in writing, the Service does not include:

• — writing the Customer’s content, product pages and legal documents;
• — the sale, logistics, shipping or after-sales service of the products;
• — the collection of Buyers’ payments, which is handled by a third-party provider;
• — legal, accounting or tax advice, search engine optimisation or data migration services;
• — the provision of an internet connection or compatible hardware.

Magazengo develops the Service continuously. Changes that do not substantially alter the essential characteristics of the plan taken out do not constitute an amendment to the contract. Where a change removes or substantially degrades an essential feature, Magazengo informs the Customer at least thirty (30) days in advance, and the Customer may terminate free of charge within that period.

The Customer is responsible for the accuracy of the information provided when subscribing and for keeping it up to date. The Customer keeps their credentials confidential and informs Magazengo without delay of any unauthorised use of their account at support@magazengo.com.

Operations carried out using the Customer’s credentials are deemed to have been performed by them. Magazengo is not liable for the consequences of a disclosure of those credentials attributable to the Customer, without prejudice to its own security obligations.

The plans and their prices are those displayed on the pricing page on the day of subscription. As at the date of these Conditions, the offering comprises a free plan with a commission of 2.5% on the amount of sales collected, a Starter plan at €50 excl. VAT per month and a Business plan at €350 excl. VAT per month, with no commission on sales. Specific terms may be agreed on a quotation basis.

The Starter plan is intended for revenue including all taxes not exceeding €50,000 over the last twelve (12) rolling months. Once that threshold is reached, the Customer has one (1) month to subscribe to the Business plan. After that period, if the Customer remains on the Starter plan above the threshold, their subscription is still invoiced at €50 excl. VAT per month but a commission of 2.5% applies again to each sale, under the terms of the “Commission on sales” article, until the Business plan is taken out or until their revenue over the last twelve months falls back below the threshold.

Prices are expressed in euros. Prices displayed excluding tax are increased by value added tax at the rate in force on the invoicing date. For a taxable Business Customer established in another Member State of the European Union who has provided a valid EU VAT number, the invoice is issued without French VAT, the tax being reverse-charged by the recipient.

Any amount owed to a third party for optional services taken out by the Customer (in particular the purchase or renewal of a domain name, or the payment provider’s fees) is added to the subscription price and follows that third party’s own pricing terms.

Where the plan taken out so provides, Magazengo receives a commission calculated on the amount including all taxes of the orders paid on the Store, deducted at the time of the transaction through the payment provider. This commission remunerates the provision of the Service; it is separate from the fees charged by the payment provider, which remain payable by the Customer. Details of the commissions received are available from the admin interface and summarised on a monthly invoice. Where an order is refunded to the Buyer, the corresponding commission is returned to the Customer pro rata to the amount refunded. This commission applies to the free plan and, under the conditions set out in the “Plans and prices” article, to a Starter plan that has exceeded its revenue cap.

The subscription is payable in advance, by card or direct debit, through the payment provider. The first instalment is due on subscription; subsequent instalments are due on each anniversary date of the period subscribed. Invoices are issued electronically and made available in the customer area, which the Customer expressly accepts.

If a payment fails, Magazengo informs the Customer and makes further attempts. Failing regularisation within fifteen (15) days of an unsuccessful formal notice, Magazengo may suspend access to the Service, then terminate the contract under the conditions set out below.

Business Customer. In accordance with article L441-10 of the French Commercial Code, any amount unpaid when due bears interest automatically, without prior formal notice, at a rate equal to three times the statutory interest rate, and gives rise to a fixed recovery cost indemnity of forty (40) euros, without prejudice to additional compensation on production of supporting evidence.

Consumer Customer. No fixed penalty is applied. Recovery takes place under the general law, following formal notice.

Magazengo may change its prices. Any change is notified to the Customer by email at least thirty (30) days before it takes effect and applies only to subsequent subscription periods. A Customer who refuses the new price may terminate their subscription without charge or penalty up to the announced effective date; failing termination within that period, the new price is deemed accepted. The prices of periods already paid for are never changed.

The subscription is entered into for the duration of the period subscribed, monthly or annual, and renews automatically for periods of the same length unless terminated. No minimum commitment beyond the period subscribed is imposed.

The Customer may terminate at any time from their customer area; termination takes effect at the end of the current period, with no refund for that period, and access to the Service is maintained until that date.

Consumer Customer. In accordance with article L215-1 of the French Consumer Code, Magazengo informs the Customer, no earlier than three months and no later than one month before the end of the period during which renewal may be rejected, of the possibility of not renewing the contract. In the absence of such information, the Customer may end the contract free of charge at any time from the renewal date, and amounts paid after that date are refunded to them.

In accordance with article L215-1-1 of the French Consumer Code, a permanent, direct, free and easily accessible termination feature is provided in the customer area.

Who benefits. The Consumer Customer has fourteen (14) days from the conclusion of the contract to exercise their right of withdrawal, without having to give reasons or bear any penalty (articles L221-18 et seq. of the French Consumer Code). Pursuant to article L221-3 of the same code, this right also benefits a Business Customer whose contract falls outside the scope of their main activity and who employs five employees or fewer.

How to exercise it. The Customer notifies their decision before the deadline expires, by an unambiguous statement sent to contact@magazengo.com, or using the model form reproduced at the end of these Conditions. Magazengo acknowledges receipt of the withdrawal without delay on a durable medium.

Immediate performance. A Customer who asks to access the Service before the withdrawal period expires retains their right of withdrawal. If that right is exercised, they pay an amount proportionate to the service supplied up to the communication of their decision, in relation to the total price agreed (article L221-25 of the French Consumer Code).

Refund. Magazengo refunds the amounts paid, where applicable after deducting the proportionate amount referred to above, no later than fourteen (14) days after the date on which it is informed of the withdrawal decision, using the same means of payment as that used for the initial transaction, unless another means is expressly agreed and at no cost to the Customer.

Exclusion. The right of withdrawal does not apply to a Business Customer who does not meet the conditions of article L221-3 referred to above, nor to services fully performed before the end of the period where performance began after the Customer’s prior express agreement and express waiver of their right of withdrawal.

The Customer is solely responsible for their commercial activity, their Store and their relationship with their Buyers. In particular, and without limitation, it is for the Customer:

• — to hold the registrations, licences, authorisations and insurance required for their activity;
• — to draw up and publish their own legal notice, terms and conditions of sale, privacy policy and information on the right of withdrawal;
• — to ensure the accuracy and lawfulness of their prices, product descriptions, commercial claims and pre-contractual information obligations;
• — to fulfil orders and to handle delivery, after-sales service, statutory warranties and the processing of complaints and withdrawals from their Buyers;
• — to declare and pay all taxes and duties owed in respect of their sales;
• — to comply with the regulations applicable to the products sold, in particular regarding product safety, labelling, foodstuffs and regulated products, under the conditions set out in the terms of use;
• — to keep an independent backup of their data and content, separate from the backups made by Magazengo.

The Customer indemnifies Magazengo against any third-party claim, action or judgment, in particular from a Buyer, an administrative authority or a rights holder, arising from their activity, their Customer Content or a breach of their obligations. This indemnity covers damages, fines and reasonable defence costs. It does not apply to a Consumer Customer.

Payments made on the Store are collected by Stripe, a payment service provider, on the basis of a contract entered into directly between the Customer and Stripe, whose terms the Customer accepts. Funds are collected for the benefit of the Customer in their connected account.

Magazengo is neither a payment institution, nor an agent of a payment service provider, nor the seller of the products. It never holds Buyers’ funds and cannot be held liable for delays, blocks, withholdings, reserves, requests for supporting documents, payment stops or unpaid amounts decided by the payment provider, nor for unpaid amounts, including those resulting from a payment dispute.

Payment disputes, refunds and any associated penalties are borne by the Customer. Magazengo may offset amounts owed to it against refundable commissions or any other amount owed to the Customer.

Magazengo remains the owner of all intellectual property rights in the Service, its source code, its interfaces, its themes and its documentation. For the term of the subscription, the Customer has a personal, non-exclusive, non-transferable and non-sublicensable right of use, limited to their own needs. The Customer undertakes not to decompile, disassemble or reproduce the Service other than in the cases provided for by law, nor to resell it or make it available to third parties.

The Customer retains full ownership of their Customer Content. For the term of the contract only, and solely in order to perform the Service, the Customer grants Magazengo a non-exclusive licence to reproduce, display, technically adapt and store that content, including for generating optimised formats, caching and backups.

Unless refused at any time at contact@magazengo.com, Magazengo may cite the Customer’s trade name and logo, as well as a screenshot of their Store, as a commercial reference.

Some features rely on generative artificial intelligence systems provided by third parties. Content produced by these features is generated automatically from the Customer’s instructions, in accordance with the transparency obligation of article 50 of Regulation (EU) 2024/1689.

This content is provided as assistance. Magazengo does not warrant its accuracy, completeness, originality, legal availability or freedom from third-party rights. It is for the Customer to check and correct it and to take responsibility for publishing it. The Customer undertakes not to submit sensitive personal data or third-party confidential information to it.

As regards the Customer’s own data, Magazengo acts as controller under the conditions described in the privacy policy.

As regards Buyer Data, the Customer is the controller and Magazengo acts as processor. The respective obligations of the parties, the list of sub-processors and the security measures are set out in the data processing agreement, which the Customer accepts when subscribing to the Service.

Magazengo uses reasonable means to make the Service accessible twenty-four hours a day, with a monthly availability target of 99.9%, measured on the availability of stores in production and excluding excluded periods.

The following are excluded from the availability calculation:

• — scheduled maintenance, announced at least twenty-four (24) hours in advance and carried out, as far as possible, outside peak hours;
• — interruptions attributable to infrastructure providers, telecommunications operators, the payment provider or the domain name registry;
• — interruptions attributable to the Customer, their configuration, their custom code, their extensions or non-compliant use;
• — events of force majeure and large-scale cyberattacks;
• — suspensions decided in accordance with these Conditions.

Business Customer. The availability target is an obligation of means and does not give rise to a credit note or a fixed indemnity. In the event of a failure, the Customer retains the remedies available under general law.

Consumer Customer. This article does not prevent the statutory warranty of conformity referred to below from applying.

Magazengo provides the Customer with the updates, including security updates, necessary to maintain the conformity of the Service throughout the term of the subscription. Any modification of the Service going beyond what is necessary to maintain conformity is governed by the article on the description of the Service.

Business Customer. Magazengo warrants that the Service conforms to its documentation. It does not warrant that the Service will meet specific requirements not agreed in the contract, that it will operate without interruption or error, or that the commercial results expected by the Customer will be achieved.

Consumer Customer. Magazengo is automatically liable for the proper performance of the distance contract, under the conditions of article L221-15 of the French Consumer Code. No provision of these Conditions has the object or effect of limiting or excluding Magazengo’s statutory liability towards a Consumer Customer.

Business Customer. Magazengo’s liability is limited to compensation for direct and foreseeable damage. Indirect damage is excluded, in particular loss of revenue, margin, customers, orders, reputation or data, as well as loss resulting from the action of a third party. On all grounds combined, Magazengo’s liability in respect of any one contractual year is capped at the total amount excluding tax of the sums actually paid by the Customer during the twelve (12) months preceding the triggering event.

These limitations do not apply in the event of personal injury, gross negligence or wilful misconduct, breach of an essential obligation depriving the contract of its substance, or in cases where the law prohibits them.

Magazengo is in no way responsible for the content of the Stores, the products sold, the fulfilment of orders, the relationship between the Customer and their Buyers, or the Customer’s compliance with their legal, tax and regulatory obligations.

Neither party is liable for a failure caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. If the impediment is permanent, or if it lasts more than sixty (60) days, either party may terminate the contract by written notice, without indemnity, with amounts corresponding to periods not provided being refunded.

Magazengo may suspend access to the Service or terminate the contract in the event of a breach by the Customer of their obligations, in particular non-payment, non-compliant use, publication of illegal content or endangering the security of the Service or of third parties.

Except in an emergency, Magazengo sends the Customer a reasoned formal notice specifying the alleged breach and allowing them a reasonable period, which may not be less than fifteen (15) days, to remedy it. Termination only takes effect at the end of a thirty (30) day notice period running from the reasoned notification, and the Customer may challenge the decision at reclamations@magazengo.com.

These periods do not apply where the breach is manifestly illegal, exposes Magazengo or third parties to an immediate risk, results from an order of a competent authority or constitutes a repetition of a breach already notified. In such cases, suspension may be immediate, with the Customer being informed and given reasons without delay.

Magazengo may also terminate the contract without any breach by the Customer, subject to three (3) months’ notice, in particular if the Service is discontinued. Amounts corresponding to periods not provided are then refunded pro rata.

At the end of the contract, access to the admin interface and publication of the Store cease. At any time during the subscription and for thirty (30) days from its end, the Customer may export their data from their customer area in a structured and commonly used format, in particular the catalog, the orders and the contacts.

Once that period expires, Magazengo deletes the Customer’s data and the Buyer Data, except for data whose retention is required by law, in particular accounting records and billing data kept for ten (10) years, and encrypted backups subject to automatic rotation not exceeding thirty-five (35) days.

Assistance with reversibility beyond the standard export may be provided on a quotation basis. The Customer’s custom domain name remains theirs and may be transferred to another host.

Magazengo may amend these Conditions, in particular to reflect legal or technical developments or changes to its offering. Any amendment is notified by email and by a notice in the customer area at least thirty (30) days before it takes effect. A Customer who refuses the new Conditions may terminate free of charge up to their effective date; failing that, the new Conditions apply to them. This notice period does not apply to amendments required by an immediately applicable legal or regulatory obligation, or to amendments favourable to the Customer.

Magazengo may use subcontractors to perform the Service, remaining responsible towards the Customer for their involvement. Magazengo may assign the contract in the event of a merger, contribution, transfer of business or restructuring, provided that the assignee takes over all of its obligations; the Customer is informed of this and, in the case of a Consumer Customer, may terminate free of charge within thirty (30) days. The Customer may not assign the contract without Magazengo’s prior written consent.

Any complaint should be sent to reclamations@magazengo.com. Magazengo acknowledges receipt and responds within a reasonable time. The parties endeavour to resolve any dispute amicably.

The contract is governed by French law. The Consumer Customer retains the benefit of the mandatory provisions of the law of their country of habitual residence within the European Union, and may bring proceedings either before one of the courts having territorial jurisdiction under the French Code of Civil Procedure, or before the court of the place where they were domiciled when the contract was concluded or the damaging event occurred.

Business Customer. Failing an amicable resolution, any dispute falls within the exclusive jurisdiction of the courts of the district of Magazengo’s registered office, including where there are multiple defendants, third-party proceedings or urgent proceedings, within the limits permitted by article 48 of the French Code of Civil Procedure.

If any provision of these Conditions is declared void, deemed unwritten or unenforceable, the remaining provisions retain full effect and the provision concerned is replaced by a valid provision of equivalent economic effect.

The failure of a party to rely on a breach does not amount to a waiver of the right to rely on it later. Magazengo’s computerised records, kept under reasonable security conditions, are admitted as evidence of communications, orders and payments, in accordance with articles 1366 and 1367 of the French Civil Code.

These Conditions are drafted in French. In the event of translation, only the French version is authoritative.