Terms and Conditions

SELLER'S NAME

This CEERCLE websiteceercle(hereinafter referred to as the "Website") is published by CEERCLE, a simplified joint stock company (SAS) with capital of €11,671, registered in the LYON Trade and Companies Register under number 899 355 887, and whose registered office is located at 26 rue Victorien Sardou – 69007 Lyon, intra-community VAT number FR 10899355887 (hereinafter referred to as the "Company").

PURPOSE - DEFINITIONS

These general terms and conditions (hereinafter the "General Terms and Conditions") apply exclusively to the online sale of (i) packs comprising composting vegetable gardens (hereinafter the "Vegetable Garden(s)"), bags of potting soil, compost worms and seedlings, marketed by the Company (hereinafter together the "Pack(s)"), as well as composting vegetable gardens, bags of potting soil and/or compost worms and/or any other products presented as purchasable individually (hereinafter the "Products"), as well as (ii) seedlings on the Site, and sold exclusively to consumers (hereinafter defined as the "Consumables" and the "Customer").

The term "Subscription" refers to any subscription to Consumables taken out by the Customer at the time of the Order, the terms and conditions of which are defined in the special subscription conditions (hereinafter the "Special Subscription Conditions") which supplement these General Conditions and take precedence over them in the event of contradiction.

The term "Box" has the meaning defined in the Subscription Special Conditions.

The term "Customer" refers to a purchaser who is a Customer within the meaning of the French Consumer Code.

The term "Order" refers to any order for one or more Pack(s), Product(s) and/or Subscription, as the case may be, placed online by the Customer via the Site, said Order being firm and definitive once the corresponding price has been paid.

The term "Consumables" refers to vegetable seedlings and all other products presented as available for sale as part of a Subscription. The term "Contract" has the meaning defined in article 3.

The term "Creations" refers to the Potagers and their constituent elements, whatever the medium or form, which may, where applicable, be the subject of intellectual property rights and/or an industrial property title such as, in particular, a design or model.

The term "Withdrawal Form" has the meaning defined in article 13.2 below. The term "Supply(s)" covers the products in the Pack, the Products and the Consumables.

The term "Trademarks" refers to the CEERCLE trademark CEERCLE in France under number 214741078, and any other registered trademarks belonging to the Company and displayed on the Website and on the Supplies by the Company. The term "Party(ies)" refers individually to the Company or the Customer and collectively to the Company and the Customer.

The term " Fee " has the meaning defined in the Subscription Special Conditions.

The terms "Site" and "Company" have the meanings defined in article 1 above.

The term "Third Party" refers to any individual or legal entity other than the Customer or the Company. In the event of any contradiction between the provisions of the General Terms and Conditions, the Subscription Special Terms and Conditions and the Order, the latter shall prevail.

The terms "Data Controller", "Personal Data", "Processing", "Processing Purposes", "Subcontractor(s)" and "Regulations" have the meanings defined in article 18 below.

SCOPE OF APPLICATION - CONTRACTUAL DOCUMENTS

These General Terms and Conditions establish the contractual terms and conditions applicable to any Order for Supplies and/or Subscription issued by a Customer, which together with the Order and, where applicable, the Subscription Special Terms and Conditions, constitute the "Contract", which is enforceable against the Company and the Customer; all other documents, catalogs or visuals of the Supplies are for information purposes only.

The photographs and reproductions of the Supplies available on the Site have no contractual value.

The Company cannot be held responsible for differences between the photograph of the Supplies (for example: size, aesthetics of the Vegetable Garden, Products or Consumables) or the contents of the Subscription.

The General Terms and Conditions and the Special Terms and Conditions of Subscription apply exclusively to Supplies delivered to Customers established in France and/or in a member country of the European Union.

The General Terms and Conditions, the Special Terms and Conditions of Subscription and all contractual information mentioned on the Site are written in French.

The general terms and conditions of subcontractors also apply, and are accepted by the Customer by the mere fact of accepting the present contract:

Paypal: https://www.paypal.com/fr/webapps/mpp/ua/useragreement-full

PRE-CONTRACTUAL INFORMATION

Prior to placing an Order, the Customer acknowledges having been provided, in a legible and comprehensible manner, with these General Terms and Conditions and, where applicable, with the Special Subscription Terms and Conditions, as well as with all the information and details referred to in articles L. 111-1 to L 111-7 of the French Consumer Code, and in particular :

The essential characteristics of the Supplies ;
Price of supplies and ancillary costs (e.g. delivery);
Information relating to the Company's identity, postal, telephone and electronic contact details, and its activities;
Information on legal warranties and how to make use of them;
The functionalities of digital content and, where applicable, its interoperability;
The possibility of resorting to conventional mediation in the event of a dispute ;
Information on the right of withdrawal from Packs (existence, conditions, deadline, procedures for exercising this right and standard withdrawal form).

AVAILABILITY AND ENFORCEABILITY

The General Terms and Conditions and the Special Terms and Conditions of Subscription are available to the Customer on the Site's home page, where they can be consulted directly, and can be sent to the Customer on request by e-mail.

The General Terms and Conditions and the Special Terms and Conditions of Subscription applicable are those expressly accepted by the Customer at the time of Ordering on the Site by ticking the appropriate box.

PRICE

Pack(s) and Product(s) prices

Sales prices are indicated for each of the Packs and Products, where applicable, on the Site. Sales prices are indicated in euros, inclusive of all taxes, and exclude delivery costs, which are mentioned before the Order is validated and invoiced in addition. Additional delivery charges, of which the Customer may have become aware prior to Order validation, are applied to the Order and are payable in full by the Customer.

Subscription price

The financial conditions applicable to the Subscription are set out in the Subscription Special Conditions.

Common terms and conditions

The amount of VAT is indicated in the corresponding Order. The total amount due by the Customer is indicated on the Order confirmation page. The sale price of each Pack, Product and Subscription, where applicable, is that in force on the Site on the day of the Order.

CUSTOMER ACCOUNT CREATION - DELETION

Before placing their first Order, Customers must create a Customer account on the Site. Legal entities are not permitted to create a customer account.

The customer must provide all necessary information, which must be accurate and regularly updated.

The opening of an account on the Site is confirmed by the Company by sending an e-mail to the Customer confirming the Customer's e-mail address and contact details.

This information remains confidential.

Each customer's account is personal to him: he may not transfer it to a third party.

Customers undertake to keep their account IDs and passwords confidential.

Failure by the Customer to comply with its obligations under the General Terms and Conditions and/or the Special Terms and Conditions of Subscription may result in the termination of its Customer account, depending on the seriousness of the acts in question, without prejudice to any damages that the Company may claim.

The Company reserves the right to refuse any Order for legitimate reasons and to cancel it when the quantities ordered are abnormally high or unusual for a single Customer, in the event of fraud or attempted fraud by the Customer, or in the event of a payment incident.

ORDER

Order Pack(s) and Product(s)

The presentation of the Pack(s) and Product(s) indicates: the unit price in euros including all taxes of each Product within the framework of the purchase of Product(s) by unit, the unit price in euros including all taxes of the Pack, the VAT amounts of the Products composing the Pack(s), the technical characteristics, the advice of use, the amount of the expenses of delivery of the Pack(s) and Product(s), the available modes of delivery and the terms attached to the sale. To place an Order for one or more Products in the context of a restocking order, a Customer must first have placed an Order for one or more Pack(s) with the Company.

Subscription order

The conditions for ordering a Subscription are defined in the Subscription Special Conditions. Any Subscription Order must be placed simultaneously with the Order for one or more Packs. No Order for Consumables as part of a Subscription may be placed independently of an Order for one or more Pack(s), unless the Customer placing an Order for a Subscription has previously purchased one or more Pack(s).

Any Pack(s) Order generates a Subscription Order proposal before the Pack(s) Order is validated.

Terms and conditions common to Supply(s)

The Supplies offered for sale on the Site are reserved for delivery in France or in a member country of the European Union. Supplies are offered while stocks last. Once the choice of Pack(s) and Subscription(s) and/or Product(s) has been made, the Customer, after having filled in his virtual basket, indicating the Pack(s) and Subscription(s) selected, if applicable, or the Product(s) selected, and the desired quantities, then provides the information relating to delivery and payment. Before proceeding to payment, the Customer has the opportunity to check the details of his Order and to correct any errors or modify his Order. An e-mail acknowledging receipt of the Order and payment will be sent by the Company to the Customer as soon as possible. The Order is definitive once the corresponding price has been paid in full. The Company will systematically confirm the Order and its dispatch by e-mail.

PROOF

Communications, Orders and invoices are archived on a reliable and durable medium so as to constitute a true and durable copy in accordance with article 1360 of the French Civil Code. These communications, Orders and invoices may be produced as proof of the Contract thus concluded.

PAYMENT

The price of Packs and/or Products must be paid in full before the Order can be definitively accepted. The Subscription price is payable under the conditions defined in the Subscription Special Conditions. Payment must be made by Visa, MasterCard and American Express via the payment system provided by Stripe: Stripe's general terms and conditions apply to the use of the Stripe payment system for payment by card, by Paypal via the payment system provided by Paypal: Paypal's general terms and conditions apply to the use of the Paypal payment system: https://www.paypal.com/fr/webapps/mpp/ua/useragreement-full , or by bank transfer. Any sum not paid by the due date will automatically generate late payment interest equivalent to the refinancing rate of the ECB (European Central Bank) plus 10 points, as well as the payment of a fixed sum of 40 euros to cover collection costs. This interest runs from the due date until full payment.

DELIVERY OF SUPPLIES

Delivery of the Supply(s) is made to the address indicated by the Customer on the Order.

The amount of delivery charges is defined at the time of the Order according to the delivery method chosen by the Customer and the delivery address indicated. These costs are the sole responsibility of the Customer, who pays them at the time of the Order.

For deliveries outside France, any customs duties and other taxes are paid directly by the customer.

Delivery of the Pack(s) is sent in one or more packages depending on the Pack selected by the Customer at the time of Ordering.

Delivery of the Product(s) and/or Consumables may therefore be made in several packages and on different delivery dates.

The delivery times announced in this e-mail are indicative: they correspond to average delivery times.

It is the customer's responsibility to follow the shipment of his parcel and to collect it within the time limit announced by the carrier.

Any non-receipt of the parcel by the Customer shall remain the sole responsibility of the Customer.

Consequently, if the Customer wishes to request a new shipment of his parcel, the Company reserves the right to charge the Customer additional shipping costs for this new shipment.

When the Supply is delivered to the address indicated on the Order by a carrier, it is the Customer's responsibility to check the condition of the Supply delivered in the presence of the delivery person and, in the event of damage or missing items, to express reservations on the delivery note or the transport receipt, and, if necessary, to refuse the Supply and notify the Company.

In the event of late or non-delivery of the Supply when the carrier has already taken charge of the parcel, the Customer may address a request to the customer service department of the carrier chosen at the time of placing the Order.

In the event of a delay caused by the Company, the latter will inform the Customer by e-mail that delivery will be delayed. The Company cannot be held responsible for the consequences of a delay in delivery, whether or not it is its fault.

The Customer may, however, request a refund of the price of the Supply concerned by sending the Company a notice of cancellation of the Order by e-mail.

Reimbursement of the Supply is made within a maximum of fourteen (14) days following payment of the Order. This includes reimbursement by the Company of the Customer's shipping costs.

For any technical or commercial assistance related to a Supply Order, the Customer may contact the Company in accordance with Article 16.

GUARANTEES

Customer information

The Company is liable for any lack of conformity of any Supply with the Contract under the terms of Articles L. 217-4, L. 217-5 and L. 217-12 of the French Consumer Code, and for any hidden defects in the Supplies sold under the terms of Articles 1641 and 1648 of the French Civil Code, reproduced below.

Warranty of conformity

Article L. 217-4 of the French Consumer Code :

" The seller is obliged to deliver goods in conformity with the contract and is liable for any lack of conformity at the time of delivery.

He shall also be liable for any lack of conformity resulting from the packaging, assembly instructions or installation when the latter is his responsibility under the contract or has been carried out under his responsibility ".

Article L. 217-5 of the French Consumer Code :

" To conform to the contract, the good must :

1/ Be fit for the purpose ordinarily expected of similar goods and, where applicable :

- correspond to the description given by the seller and possess the qualities that the seller has presented to the buyer in the form of a sample or model;

- have the qualities that a purchaser may legitimately expect in the light of public statements made by the seller, the producer or his representative, particularly in advertising or labelling;

2/ Or present the characteristics defined by mutual agreement between the parties or be suitable for any special use sought by the buyer, brought to the attention of the seller and accepted by the latter."

Article L. 217-12 of the French Consumer Code :

" Any action resulting from a lack of conformity shall be barred after two years from the date of delivery of the goods.

It is reminded that within the framework of the guarantee of conformity of the Supplies, the Customer :

Has a period of two (2) years from delivery of the Supply to take action against the Company;
May choose between repair or replacement of the Supply, subject to the conditions set out in Article L. 217-9 of the French Consumer Code;
Is exempt from proving the existence of the lack of conformity of the Supply during this period.

Hidden defects warranty

Article 1641 of the French Civil Code:

"The seller is liable for any hidden defects in the item sold which render it unfit for its intended use, or which impair that use to such an extent that the buyer would not have purchased it, or would have paid a lower price for it, had he been aware of them.

Article 1648 paragraph 1 of the Civil Code :

" The action resulting from redhibitory defects must be brought by the purchaser within two years of discovery of the defect.

The customer may decide to invoke the warranty against hidden defects in the Supply sold, as defined in article 1641 of the French Civil Code. In this case, the Customer may choose between rescinding the sale or reducing the purchase price in accordance with article 1644 of the French Civil Code.

Conditions

In order to assert his rights, the Customer must inform the Company, in writing, of the non-conformity of the Supply within the above-mentioned time limits, and return or bring back to the store the defective Supply in the condition in which it was received, with all its elements (packaging, instructions, etc.). To benefit from the legal guarantee of conformity or the guarantee of hidden defects for a Supply purchased from the Company, the Customer undertakes to contact the Company by e-mail or post at the addresses indicated in article 16. Refunds for Supplies deemed to be non-conforming or defective will be made as soon as possible and at the latest within fourteen (14) days of the return of the Supplies. Refunds will be made by crediting the Customer's bank account. The Company shall not be held liable in the following cases (i) in the event of deterioration of the Supply resulting from negligence, failure to maintain or supervise the Supply, or use of the Supply that does not comply with the instructions and/or advice provided by the Company in the product sheet on the Site or in any other medium, (ii) in the event of normal wear and tear of the Supply, (iii) in the event of force majeure, (iv) in the event of an accident. The Company's warranty is, in any event, limited to the replacement or reimbursement of the non-conforming or defective Supply.

After-sales service - Complaints

For all warranty claims, the customer may contact the Company's after-sales service at the address indicated in article 16.

All Supplies covered by the warranties must be returned new, complete and in their original condition and packaging after receipt and confirmation of the claim by the after-sales service. The Customer will be reimbursed for the return postage costs at the latest within thirty (30) days of receipt of the Supply by the Company.

RIGHT OF WITHDRAWAL ON PACKS

Principle - Exclusion

In accordance with articles L. 221-18 et seq. of the French Consumer Code, all customers have the right to withdraw from the contract within fourteen (14) days, without giving any reason. The withdrawal period applies exclusively to Packs. The withdrawal period does not apply to Products. The withdrawal period expires fourteen (14) days from the day following receipt of the last product in the Pack(s) by the Customer. If the period expires on a Saturday, Sunday or public holiday, it is extended to the next working day. The return of the Pack(s) is at the Customer's own risk and expense. In the event of damage to the Pack(s) on this occasion, the Company reserves the right to override the Customer's right of withdrawal.

Terms and conditions

In order to exercise the right of withdrawal, the Customer must notify the Company :

By returning, to the postal address indicated, the signed and completed withdrawal form available in Appendix 1 of these General Terms and Conditions (hereinafter the "Withdrawal Form"); or,
By returning by any other means its unambiguous decision to withdraw to the Company at the e-mail address / postal address indicated in article 16.

In order for the fourteen (14) day cooling-off period to be respected, the Customer must transmit his communication relating to the exercise of his rights before the expiry of this period. In all cases, the burden of proof for exercising these rights rests with the Customer.

Effects

Upon receipt of the Customer's request to withdraw, the Company will refund all payments received from the Customer, with the exception of any additional costs arising from the fact that the Customer has chosen a delivery method other than the least expensive standard delivery method proposed by the Company, by credit card, no later than fourteen (14) days from the date on which the Company is informed of the Customer's decision to withdraw. The Customer must return the Pack(s) to the address indicated in article 16, without undue delay and in any event no later than fourteen (14) days after the Customer has informed the Company of his/her decision to withdraw from the Contract. This deadline is deemed to have been met if the Customer returns the Pack(s) before the expiry of the fourteen (14) day period. The Company may defer reimbursement of the Pack(s) until receipt of the Pack(s) forming the subject of the Order, or until the Customer has provided proof of shipment of the Pack(s), whichever occurs first.

Company. The Company declares that, to the best of its knowledge, the Designs and Brands do not infringe the rights of Third Parties. It therefore guarantees the peaceful enjoyment of these rights to the Customer, whether as a result of its own actions or those of Third Parties. Accordingly, the Company shall be personally liable for any claim of infringement or unfair competition made by a Third Party against the Customer in respect of a Kitchen Garden or any Brand, provided that :

The Customer has informed the Company within eight (8) days of receipt of this complaint;
The Customer has used the Kitchen Garden or the Brand concerned in accordance with these General Conditions;
The Customer entrusts the management of this dispute exclusively to the Company;
The Customer shall provide the Company with reasonable assistance in settling the dispute.

Consequently, the Company undertakes exclusively to do the following in this respect:

Payment of all defense costs, fees and expenses;
The assumption of all damages and interest to which the Customer may be condemned in the final instance;
It retains all damages that the Customer may obtain from a final court decision;
The replacement or modification, at no cost to the Customer, of the infringing elements of the Potager concerned, or the replacement of the Brand concerned, where applicable; or the obtaining from the Third Party of the right for the Customer to continue to use the Potager concerned at no additional cost to the Customer, or the obtaining of the right to maintain the Brand concerned on the Potager at no additional cost to the Customer.

LIABILITY - INSURANCE

Exemption

The Company may not be held liable in the event of non-performance or improper performance of the Contract due either to the fault of the Customer, or to the insurmountable and unforeseeable fault of a Third Party to the Contract, or to force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1218 of the French Civil Code and the case law of French courts.

Insurance

The Company declares that it is covered by civil liability insurance for the activities covered herein.

AMICABLE SETTLEMENT OF DISPUTES - COMPETENT COURT

Under the terms of article L. 612-1 of the French Consumer Code, " Every Customer has the right to have recourse, free of charge, to a consumer mediator with a view to the amicable settlement of a dispute with a professional". Disputes falling within the scope of article L. 612-1 of the French Consumer Code are those defined in article L. 611-1 of the French Consumer Code, i.e. disputes of a contractual nature, relating in particular to the performance of this Contract.

For any difficulty, all Customers must first contact the Company's customer service department, from Monday to Friday, except public or bank holidays, from 10am to 6pm, by e-mail or post:

Customer service :

ceercle

Ceercle

26 rue Victorien Sardou - 69007 Lyon

After-sales service :

ceercle

Ceercle

26 rue Victorien Sardou - 69007 Lyon

In the event of failure to submit a claim to the Customer Service Department, or in the absence of a response from this department within two (2) months, the Customer may submit the dispute relating to the Order or to these General Terms and Conditions between the Customer and the Company to the following mediator: https: //www.mediateurfevad.fr/index.php/espace-entreprise/#toggle-id-1, who will attempt, independently and impartially, to bring the Parties together with a view to reaching an amicable solution. To submit a request for mediation, the Customer may use the complaint form available on the Site. The Parties to the Contract remain free to accept or refuse recourse to mediation and, in the event of recourse to mediation, to accept or refuse the solution proposed by the mediator. In the absence of an amicable agreement, any Customer may refer to the courts any dispute relating to the existence, interpretation, conclusion, performance or termination of the Contract, as well as all documents connected with the Contract. The competent court will be that of the defendant's place of residence (article 42 of the Code of Civil Procedure) or that of the place of actual delivery of the Supply (article 46 of the Code of Civil Procedure).

APPLICABLE LAW

Any dispute relating to the interpretation and performance of the Contract shall be governed by French law.

PERSONAL DATA PROTECTION

For the purposes of this clause, the terms "Controller", "Personal Data", "Processing", "Processing Purposes", "Subprocessor" shall have the meaning given to these terms in Regulation (EU) No. 2016/79 of the European Parliament and of the Council of 27 April 2016 repealing Directive 95/46/EC, applicable from 25 May 2018 (hereinafter the "Regulation").

The Data Controller is the Company, publisher of the Site, whose identity appears in article 1 and whose contact details appear in article 16 of these General Conditions.

Under the terms of the Contract, the Company will collect the following Personal Data:

When the Customer's account is created: surname, first name, title, postal address, e-mail address, telephone number, age, connection data.
As part of the processing and payment of the Order and, where applicable, the Subscription: the delivery address and the Customer's credit card details.

The Company collects and processes the aforementioned Personal Data for the following Purposes:

Carry out operations relating to the management of the contractual relationship with the customer and the follow-up of the commercial relationship,
Manage the online store and inventory,
Manage the payment of all Orders,
Manage requests for access, rectification and opposition rights,
Manage litigation.

The Personal Data collected is processed in a lawful, fair and transparent manner. The Personal Data collected is adequate, relevant and limited to what is strictly necessary for the Processing Purposes. The Company undertakes to process Personal Data solely for the Processing Purposes described above, in compliance with the Regulation.

The Customer acknowledges that he has the right to withdraw his consent at any time.

The Customer expressly and unequivocally agrees to provide the Company with his/her Personal Data. Failing this, the Customer will not be able to place an Order on the Site.

The recipients of Personal Data are the Company and its Subcontractors, namely :

3BN, a simplified joint stock company with a share capital of 4210 euros, registered in the Lyon Trade and Companies Register under number 853 537 512, whose registered office is located at 24 avenue Joannes MASSET, 69009 Lyon, for the following processing activities:_____________ ;
The association E.S.A.T LA ROUE, 14 montée des Forts 69300 Caluire et Cuire for the following processing activities: Storage, Order Processing, Picking, Packaging;
LOGISTIQUE DE PROXIMITE INTEGREE-LDPI, SA par action simplifiée à associé unique au capital de 200 000€, registered in the Vienne Trade and Companies Register under number 492 032 784, having its registered office at ZA des Chesnes La Noirée 19 Rue de Bretagne 38070 Saint-Quentin-Fallavier.
BEECOM, a limited liability company registered with the Lyon Trade and Companies Register under number 537 872 699, whose registered office is at 3 Chemin des Acacias 69130 Écully, via its secondary establishment BEELOG.
General Logistics France, a SASU with share capital of EUR 7,782,000, registered in the Toulouse Trade and Companies Register under number 315 334 011, whose registered office is located at 14, rue Michel Labrousse, 31100 Toulouse, for the following processing activities:______________ ;
KISSKISSBANKBANK&CO, a société par actions simplifiée (simplified joint stock company) with a share capital of 21,104,542 euros, registered in the Paris Trade and Companies Register under number 512 211 004, with its registered office at 34, rue de Paradis, 75010 Paris, for the following processing activities: ______________ ;
PayPal Inc, 211 N 1st St, San Jose, CA 95131, United States: the company established in the United States has notably implemented binding corporate rules available at the following address: https: //www.paypal.com/fr/webapps/mpp/ua/bcr., for the following processing activities: provision of the Paypal online payment service;
_____________

The Company shall under no circumstances be liable for any security incidents related to the use of the Internet, in particular in the event of loss, alteration, destruction, disclosure or unauthorized access to the Customer's Personal Data.

Personal Data is kept by the Company for the duration of the contractual relationship.

The Customer whose Personal Data is collected has the right :

Ask the Company to access, rectify or delete Personal Data, or to limit Processing,
To oppose the Treatment,
To the portability of its Personal Data,
lodge a complaint with a supervisory authority.

No profiling will be carried out and, more generally, no automated decisions will be taken on the basis of the Personal Data collected.

The Customer may obtain a copy of their Personal Data upon specific request to the Company and transmit it to another data controller. All requests must be sent in writing to the following email address:ceercle.

MISCELLANEOUS PROVISIONS

Should one or more of the stipulations herein be held to be invalid, or declared as such in application of a treaty, law or regulation, or following a decision by a competent court, the other stipulations shall retain all their force and scope. The Parties will then proceed without delay to make the necessary modifications, respecting as far as possible the agreement of will existing at the time of formation of the Contract. Any tolerance granted by one of the Parties with regard to the performance by another of any of the obligations arising hereunder shall not be considered, regardless of its duration, as a waiver of its rights and as exempting this other Party from performing in the future the obligation(s) concerned under the terms and conditions of the Contract.

SPECIAL CONDITIONS: CONSUMABLES SUBSCRIPTION

SUBJECT

The present Special Conditions of Subscription apply to the online sale of one or more Subscription(s) marketed by the Company on the Site. They supplement the General Terms and Conditions. Their purpose is to define the terms and conditions under which the Company sells a Subscription to the Customer.

SUBSCRIPTION DESCRIPTION - DELIVERY

The Subscription is annual and includes the delivery of several boxes made up of Consumables, for a certain number of months depending on the duration of the Subscription and the type of Subscription taken out by the Customer (hereinafter the "Box"). The Company reserves the right to include in the Box any other content required for the use of the Consumables.

SUBSCRIPTION ORDER - RIGHT OF WITHDRAWAL

The Subscription Order describes the Subscription taken out, its annual price, the amount of the Royalty and the place of delivery of each Box. As the Subscription is annual, a single Subscription Order is placed for each Subscription, and the Royalty is paid annually. The right of withdrawal cannot be exercised for Consumables sold as part of the Subscription (article L. 121-1-8 of the French Consumer Code).

BOX DELIVERY TERMS

By subscribing to the Subscription, the Customer subscribes to the delivery service at the rate of five deliveries per calendar year of a Box dispatched by the Company. Each Box is delivered on the dates indicated in the Order confirmation e-mail received by the Customer. The Company reserves the right to suspend the Box delivery service for a given period. In this case, the Customer will not be debited for the amount of the Royalty due for the Subscription. The Company reserves the right to postpone the Box delivery service for a specific period not exceeding 14 working days beyond the dates indicated in the Order confirmation e-mail received by the Customer. In this case, the Customer will be debited the amount of the Royalty due for the Subscription.

SUBSCRIPTION PRICE - PAYMENT

The annual Subscription price is indicated on the Site when the Order is placed. The Customer expressly acknowledges that subscription to the Subscription commits him/her to a compulsory payment (hereinafter the "Fee" ) which commits him/her for the entire duration of the Subscription taken out; the Fee is payable at the time of the Order. The Customer may terminate the Subscription under the conditions set out in article 6 below.

RENEWAL - TERMINATION AT THE CUSTOMER'S INITIATIVE

The Subscription takes effect upon payment by the Customer of the first Royalty under the Order for the annual duration of the Subscription. The Customer is free to cancel the Subscription at any time, subject to a minimum notice period of 60 days prior to the delivery date of the last Box indicated in the Order confirmation e-mail received by the Customer, by sending an e-mail or letter to the following address:

ceercle

Ceercle

26 rue Victorien Sardou - 69007 Lyon

FRANCE

If the Subscription is not cancelled in accordance with the above conditions, it will be renewed for a period of one calendar year. Any Customer may terminate the renewed Subscription by e-mail or post sent to the above address, in accordance with the above conditions.

SUSPENSION - TERMINATION AT THE COMPANY'S INITIATIVE - CONSEQUENCES OF TERMINATION OF SUBSCRIPTION

Suspension

The Company may freely suspend the Subscription or, more generally, the performance of the Contract at any time if it becomes aware of a breach by the Customer of its contractual obligations, such as its payment obligations in respect of the Subscription. A simple notification delivered to the Customer will be necessary to allow such a suspension. When the Customer subscribes to a Subscription, he undertakes to update his bank details so that the information available to the Company is up to date each time a Subscription Fee is debited, in particular when the Subscription is renewed, throughout the annual term of the Subscription. In the event of expiry of the validity period of the Customer's bank card, the Customer undertakes to update his bank details within fifteen (15) days prior to the expiry of said card. This update must be carried out as soon as the new bank card is received, and before the previous card expires. In the event of non-compliance with the above stipulations, the Company will suspend delivery of the Boxes until the Customer's situation has been rectified.

Cancellation

In the absence of regularization within fifteen (15) days following the expiration of the Customer's bank card, and in the absence of regularization as indicated above, the Company reserves the right to terminate the Subscription instituted by the Subscription Special Conditions, ipso jure, without notice, and to cancel the Customer's account.