Terms of Service

1. Preambule

1.1. The purpose of these General Terms and Conditions (hereinafter referred to as the "GTC") is to govern the relationship between Bigblue SAS, a simplified joint stock company with a capital of EUR 48,656.7, whose registered office is located at 2 RUE D'AUSTERLITZ 31000 TOULOUSE, registered with the RCS of Toulouse under number 824 041 461 (hereinafter referred to as "Bigblue") and any professional customer wishing to benefit from the services provided by Bigblue (hereinafter referred to as the "Customer").

1.2. For the purposes of the performance of the Service Agreement, the Parties elect domicile at the addresses of their respective registered offices. Any change of address must be notified to the other Party. All notifications and communications between the Parties shall be validly made by Letters with Acknowledgement of Receipt (LAR) or e-mail to the other Party.

1.3. The GTC are applicable as from June, 1st, 2020 (01/06/2020) and replace all those previously circulated. They can be changed at any time by Bigblue and Bigblue will give the Customer fifteen (15) days notice before any new terms and conditions come into force. Continued use of the Bigblue Services after such changes will constitute the Customer's consent to such changes. Any further changes to the GTC will be subject to these new terms and conditions.

1.4. The GTC governing the relationship between Bigblue and the Customer are available at the following address: https://www.bigblue.co/legal/terms.

1.5. The acceptance of the GTC by the Customer is an essential and binding condition for any agreement concluded between Bigblue and the Customer. Any provisions to the contrary and, in particular, any general or special terms and conditions of the Customer are not binding on Bigblue, unless Bigblue has agreed to them in writing beforehand.

1.6 By signing the Special Terms and Conditions, the Customer acknowledges that they have read and accept Bigblue General Terms and Conditions without any reservations.

1.7. The Service Agreement consists of:

the Special Clauses (and its Appendices);

and the General Terms and Conditions, the updated version of which is available at the following address: https://www.bigblue.co/legal/terms

2. Definitions

Terms capitalized in the GTC shall have the meaning defined below. Capitalized terms used but not defined in these GTC shall have the meaning indicated in the Special Clauses.

2.1. Product:

Any good or item supplied by the Customer for the purpose of being taken over by Bigblue in accordance with these Terms and Conditions.

2.2. Order:

a transaction of Product(s) carried out via a sales channel between the Customer and a Consignee.

2.3 Service:

Reception, Storage, Picking, Packing, Delivery or any other logistics service provided by Bigblue on behalf of the Customer.

2.3.1. Reception: the acceptance of the Product(s) by a Partner Warehouse prior to providing other Services.

2.3.2. Storage: storage of the Customer's Products in one or more locations of a Partner Warehouse.

2.3.3. Picking: picking of the Product(s) constituting an Order by the Partner Warehouse, at their storage location.

2.3.4. Packing: packing of Product(s) constituting an Order by a Partner Warehouse in one or more Parcels entrusted to a Partner Carrier.

2.3.5. Order Preparation: all Picking and Packing operations.

2.3.6. Delivery: handing over of a Package to the Consignee, from the Partner Warehouse and via Bigblue or a Partner Carrier, in accordance with the instructions given by the Customer (in particular, the Consignee contact details, postal address and shipping method). The different shipping methods and associated rates are defined in the Special Clauses of the Service Agreement. A Parcel(s) is deemed to be "Delivered" as soon as Bigblue or the Carrier Partner has confirmed electronically that it has been properly delivered to the Consignee in a mail box, in a safe place, in person, or to a person authorised to receive parcels on behalf of third parties (including building caretakers or reception agents or neighbours).

2.3.7. Return: operation of control and stowage of the Product(s) constituting a Parcel returned to a Partner Warehouse following a Delivery (whether the Parcel has been Delivered or not).

2.3.8. Return Shipment: delivery of Product(s) bound for a Partner Warehouse by the Consignee to a Partner Carrier. The different shipping methods and associated rates are defined in the Special Clauses of the Service Agreement.

2.4. Partners:

carriers, warehouses, freight forwarders, couriers, customs brokers and other third parties with whom Bigblue has a commercial relationship for the performance of the Services.

2.4.1. Partner Carrier: carrier with which Bigblue has concluded a transportation contract and which undertakes to perform, on behalf of Bigblue, all or part of a transport operation which they perform under their own responsibility.

2.4.2. Partner Warehouse: warehouse with which Bigblue has concluded a contract for the reception, storage, picking, packing or any other logistics operation.

2.5. Parcel:

set of Products after Packing and handed over to the Partner Carrier.

2.6. Consignees:

refers to the end-customers of Bigblue Customers, individuals and/or legal entities who will receive the Products.

2.7. Standard Packaging:

refers to the cardboard packaging used by Bigblue and its Partner Warehouses for Order Preparation.

2.8. Personal Data:

any information relating to an identified or identifiable person, directly or indirectly, in particular by reference to an identifier such as a name, an identification number or any other information relating specifically to this person.

2.8.1. Personal Data of the Customer: Personal Data relating to the Customer if they are a person and/or to the Customer's employees, such as surname, first name, postal address, telephone number, e-mail.

2.8.2. Personal Data of the Consignee: Personal Data of the recipient of the Product(s) that Bigblue has taken over at the request of the Customer within the scope of the Services, such as first name, surname, postal address, telephone number, e-mail address, etc.

2.8.3. Personal Data Regulations: any law, decree, order, directive, or regulation relating to the processing of Personal Data, applicable in France, including the Règlement 2016/679 of 27 April 2016 which came into force on 25 May 2018.

2.9. Portal: web application available at the URL https://app.bigblue.co through which the Customer can request and monitor the performance of the Services by Bigblue.

2.10. Billing Period: period between two successive invoices for Services, as defined in the Special Clauses. By default, Services will be invoiced every fifteenth (15th) day of the month and every last day of the month.

3. Condition of admission of the products

3.1. The Customer warrants to Bigblue that they are the owner of the Product and that they have all rights to the Products.

3.2. The Customer guarantees that all Products, their packaging and labeling comply with the laws, regulations, standards and customs applicable in the country of destination and that they are freely marketable.

3.3. The Customer is solely responsible for the declarations to the authorities, certificates or authorisations relating to the import or distribution of the Products. In case of omission or inaccuracy, the Customer is obliged to indemnify Bigblue against all consequences and to reimburse Bigblue, upon first demand, for all sums and damages, including legal costs and fees, which Bigblue may incur as a result of an action brought against them by a third party.

3.4. In any case, the Customer remains liable for any non-conformity and/or defect of the Product for any reason whatsoever and under any circumstances, without Bigblue being liable for this.

3.5. The Customer undertakes not to entrust Bigblue and/or its Partners with

• products subject to national, European or international regulations in force on hazardous materials (e.g. gas, ammunition, flammable, radioactive, biological, toxic or corrosive materials).
• products whose delivery must comply with the obligations of the ADR standard.
• any other product listed in the "Prohibited products" section at this link: https://help.bigblue.co/article/80-restricted-prohibited-products

3.6. The Customer undertakes to deliver to Bigblue and/or its Partners only goods for which the customs and tax formalities have been paid.

3.7. The Customer agrees not to provide Bigblue and/or its Business Partners with Products that could injure Bigblue and/or its Business Partners' agents or damage other objects or machines belonging to Bigblue and/or its Business Partners.

3.8. The Customer undertakes not to supply Bigblue and/or its Partners with Products which volume exceeds one hundred and seventy seven thousand (177,000) cubic centimeters (cm3). The volume of a Product is defined as the product of its three dimensions.

3.9. The Customer guarantees that all information transmitted on the Portal and relating to the Product is accurate, updated and complete.

3.10. Bigblue reserves the right to refuse or interrupt any Services related to any Product that does not comply with all or part of the conditions 3.1 to 3.9. listed above.

3.11. Bigblue is not liable for any reason whatsoever in the event of non-compliance with the conditions 3.1 to 3.8 above.

3.12. Any Product which is defective in itself or in its packaging, such that the Consignee could inevitably refuse to accept/return the Product, will be refused by Bigblue and returned to the Customer. Additional charges may apply in this situation.

3.13. Bigblue will charge the Customer for any additional processing costs resulting from the non-conformity of the Products entrusted to Bigblue.

3.14. The Customer authorizes Bigblue to grant free access to the Products to any competent authority upon request.

4. Conditions for the provision of services

4.1. Access to the Portal

4.1.1. After signing the Agreement, Bigblue provides the Customer with access to his account on the Bigblue Portal. The Customer is responsible for the use and confidentiality of their login and password. Any login to the Customer account will be deemed to have been made by the Customer.

4.1.2. Bigblue is not liable for any unauthorized access by third parties to the personal or confidential data of a Consignee transmitted or stored in connection with the Customer's use of the Website.

4.2. Reception of the Products

4.2.1. Unless otherwise specified, the Products are not collected by Bigblue and the Customer will be responsible for organizing the delivery of the Products to the Partner Warehouse(s).

4.2.2. The Customer is responsible for ensuring that all Products comply with Bigblue's Reception Policy described at the following URL: https://help.bigblue.co/article/39-bigblue-reception-policy

4.2.3. The Customer is responsible for ensuring that all of the Products (at both carton and unit levels) have an appropriate and correctly legible barcode label to ensure proper inventory management and proper execution of the Preparation service. Bigblue accepts no responsibility for any errors in the Order Preparation at a later stage, if these errors are the direct result of a defect in the preparation of the Products by the Customer. Bigblue can barcode the Customer's Goods at an additional cost, which is detailed in the Special Clauses.

4.2.4. Bigblue is not liable for any discrepancies in the quantity, quality or condition of the Customer's Products that are received. Bigblue will only count the number of packaging units (boxes or pallets) received at the time of unloading. The Customer is obliged to state the number of packaging units on the delivery note, which will be countersigned by Bigblue, who may emit reserves in case Products are missing.

4.2.5. The Customer delivers Products to Bigblue Partner Warehouse at his own risk and expense. The Products of the Customer remain under the full responsibility of the Customer until the Products have been completely received by Bigblue. The Customer will be responsible for the packaging and packing of his Products so that they are protected from any risk of damage and deterioration during delivery by his carrier and Reception by Bigblue.

4.2.6. Bigblue may, at its sole discretion, refuse or return any Products which do not comply with its Reception Policy or which are deemed to be illegal, dangerous or otherwise, at the expense of the Customer, and will not be liable for any loss or damage of any nature whatsoever to, or in connection with, such refused Products.

4.2.7. Bigblue has the right to refuse any delivery as listed below, without the Customer being able to claim any compensation as a result:

• delivery of Products with defective packaging on the pallet, the box (carton) or the Product itself.
• delivery of Products without a Delivery Note enabling the Products to be identified.
• delivery of Products without making an Appointment when this is necessary (see the Reception Policy).

4.2.8. Bigblue will receive the units declared on the Portal and inform the Customer of the quantities actually received via the Portal.

4.2.9. Bigblue reserves the right to limit the number of items that can be shipped to the assigned Partner Warehouse at any time. To this end, the Customer will be notified of this restriction.

4.2.10. The term "standard" is used to define any Reception of:

• pallets with a size of 80 x 120 cm made up of Homogeneous boxes (i.e. with a single Product reference)
• Homogeneous boxes

Any non-standard reception may incur additional costs, which are detailed in the Special Clauses and explained in the Reception Policy available at the following URL: https://help.bigblue.co/article/39-bigblue-reception-policy

4.2.11. Any Product may only be picked for an Order Preparation within a minimum of one (1) working day after its Reception in the Partner Warehouse.

4.2.12. In the case of a first reception of a product, the orders containing this product can only be prepared at least seven (7) days after the arrival of the products at the partner warehouse.

4.3. Storage

4.3.1. Once the Reception or Return has been completed, Bigblue selects the most suitable location in the Partner Warehouse(s) to store the Products. The Products are then invoiced for the Storage service provided until they are picked up.

4.3.2. Bigblue may freely move the Customer's Products between different locations within the same Partner Warehouse.

4.3.3. Bigblue treats each Product with the utmost care and diligence.

4.3.4 For each Product entrusted to Bigblue, if the inventory shortfall on the anniversary date of the Agreement results in a balance which exceeds the 2% shrinkage rate in value, the Customer will be entitled to charge Bigblue a penalty based on the costs of the Products, excluding the circumstances listed in Article 7.5, and excluding gross negligence or willful misconduct on the part of Bigblue.

4.3.5. The inventory of the Products is available on the Portal. The inventory of the Products is updated as soon as possible, according to the different Services provided that could affect the number of Products (i.e. Reception, Order Preparation, Return).

4.3.6. The price of the Storage Service indicated in the Special Clauses takes into account the dimensions of the Products stored and their storage time in the Partner Warehouse. The calculation made by Bigblue for determining the cost of the Storage Service cannot be disputed.

4.3.7. Bigblue can carry out a physical inventory of the Products at any time at the written request of the Customer. This Service will be charged at an hourly rate and the Customer must give Bigblue 14 working days' notice.

4.3.8. Bigblue may carry out inventories at its own discretion and on an ad hoc basis. The results thus obtained shall be conclusive between the parties.

4.3.9. Bigblue is not liable for any costs resulting from any shortage of a Product that has been entrusted to Bigblue.

4.4. Order Preparation

4.4.1. The Preparation of an Order shall be carried out exclusively on the basis of the creation of an Order dispatch order on the Portal.

4.4.2. Bigblue cannot be held responsible for any errors in the information provided directly or indirectly by the Customer for an Order (in particular concerning the Products and their quantities). The Order Preparation will not be carried out if the quantities of Products ordered are insufficient.

4.4.3. Any modification of information concerning the Product(s) of the Order and/or the Consignee may not be processed after transmission of the Order to the Partner Warehouse.

4.4.4. The Packing of the Customer's Products is carried out before the corresponding Package is handed over to the Partner Carrier for Delivery to the final Consignee.

4.4.5. If the Customer chooses the Standard Packaging offer, Bigblue will select a suitable packaging for the Product(s) of the Order and undertakes to use its best efforts to ensure sufficient protection of the Product(s). If the Customer wishes to use their own packaging (or special packaging), Bigblue cannot be held responsible for any Damage caused to the Product(s) of the Order after delivery to the Carrier Partner.

4.4.6. Once the Packing is completed, Bigblue will update the inventory of the Product(s) referenced on the Website as soon as possible. Bigblue will weigh the Packing and affix the transport label corresponding to the Partner Carrier chosen by the Customer on the Website. Bigblue cannot be held responsible for any errors in the information provided by the Customer on the Carrier Partner on the Website.

4.5. Delivery

4.5.1. The Customer may choose between several Partner Carriers for the Delivery of their Product(s) via the Portal. The Customer is aware that this choice has an impact on the delivery time of orders as well as on shipping rates. The shipping conditions of each Carrier are available at the following URL: https://help.bigblue.co/article/118-shipment-basics

4.5.2. Bigblue cannot be held liable for any errors in the information provided by the Customer via the Portal about the Consignee (address, mail, postal code, province, country, telephone number, surname, first name). In the event of a missed Delivery, the Customer shall bear all additional costs incurred, including, but not limited to, transportation costs to return the Parcel, the costs of processing the Return to the Partner Warehouse and the costs of returning a replacement Order.

4.5.3. In the event that the Customer and/or the Consignee disputes the delivery of a Package(s), Bigblue will rely on the information provided by the Partner Carrier, in particular on the proof of delivery provided by the Partner Carrier. Bigblue cannot be held responsible for any costs resulting from this dispute.

4.5.4. Bigblue will do its utmost to inform the Customer as soon as possible of all Delivery events, when these are transmitted by the Carrier Partner.

4.5.5. Bigblue, in its capacity as the Principal, will take care of any complaints relating to the Delivery.

4.5.6. The shipping costs, as detailed in the Special Clause, are defined according to the destination address and the actual or volumetric weight of the shipment. The weight and dimensions of the Parcel(s) declared to the Partner Carrier may not be contested by the Customer. The conditions of application of the volumetric weight are detailed at the following URL: https://help.bigblue.co/article/118-shipment-basics

4.5.7. The customer acknowledges and accepts the conditions of shipment and surcharges of each of the Partner Carriers which are available at the URL: https://help.bigblue.co/article/223-2023-carrier-additional-fees. Bigblue will invoice the Customer for any such surcharges, which cannot be disputed.

4.5.8. In the event of a Delivery against signature, the Consignee must report any damage and/or damage to the goods on the document of the Carrier Partner that he must countersign. In the absence of any reports, Bigblue will not be not liable for any costs resulting from the damage and/or loss of any Products.

4.5.9. The customs declaration of information is and remains the sole responsibility of the Customer. Bigblue cannot be held responsible for any processing of the Package(s) made by customs authorities and that would prevent the delivery of the Package(s) (e.g. retention, destruction, spoliation, etc.).

4.5.10. Bigblue generates on behalf of the Customer the commercial invoices and CN23 customs declarations in accordance with the customs regulations and which must be attached to Packages which are shipped outside of the European Union Customs Union. The generation of these documents is based on the information relating to the Products and Orders entered on the Portal or transmitted via the Portal. Bigblue cannot be held responsible for any incorrect declaration based on this information, nor for any additional costs resulting from an incorrect declaration. In addition, the Customer must provide any specific additional documents, licenses or declarations that may be required. The Customer is and remains liable for the consequences of a Delivery of packages containing Product(s) subject to special formalities for admission in the countries of destination (e.g. import licences or various certificates) and for all related costs.

4.5.11. Unless otherwise specified, all Deliveries outside the EU Customs Union will be made under the incoterm Delivered at Place (DAP). This implies that :

• no administrative fees for the processing of duties, taxes or costs related to customs clearance will be charged to the Customer ;
• the Consignee shall be responsible for all duties, taxes or customs clearance fees applicable to the Parcel(s). Bigblue will not be liable for any customs duties, taxes or fees relating to a shipment and imposed on the Consignee and will not be able to provide any credit for these fees.

4.5.12. In the case of the collection of one or more Packages by a carrier which relationship is managed by the Customer or a third party, this collection will be at the risk and expense of the Customer. A collection charge of

• four (4) euros every ten (10) kilograms with a minimum of eight (8) euros excluding tax per shipment will be applied from our French and Spanish warehouses
• four (4) British pounds every ten (10) kilograms with a minimum of eight (8) British pounds excluding tax per shipment will be applied from our UK warehouse

4.5.13. Ad Valorem insurance

4.5.13.1. The Customer may take out an "Ad Valorem insurance" option, which takes precedence and excludes compensation as described in article 6.6. To this end, the Customer shall, by this option, from the first euro, insure the value declared on the Portal and shall be compensated in the event of loss or damage and except in cases of force majeure, up to the invoice value of the content (excluding taxes), as declared on the Portal, and up to a maximum  of two thousand euros (€2,000) excluding taxes.

4.5.13.2. By taking out an an “Ad Valorem insurance” on the Portal, the Customer acknowledges that they have read and accept the Ad Valorem Insurance Terms and Conditions available in French at this link: https://cdn.bigblue.co/docs/CGV_Ad_Valorem_Axa_2018-12.pdf, without any reservations.

4.5.13.3. In order to proceed with the refund, the Customer must provide Bigblue with a declaration on the honor of the Consignee and any requested picture or document regarding the non-receipt of the Product or the receipt of a damaged Product. Bigblue then takes care of the compensation inquiry by the insurance company.

4.5.13.4. After receipt of the above-mentioned information, and except in the case of force majeure, a lost or damaged package will be refunded on the basis of the invoice value of the Product(s) sold, excluding VAT. The Customers acknowledges and accepts that the full amount of the compensation will be first transferred to Bigblue, which in turn will pass it on in full to the Customer within thirty (30) Business Days.

4.6. Returns

4.6.1. Any Product returning to the original Partner Warehouse, for whatever reason, will be subject to a Return service. The Return implies: the analysis of the quality of the Product and the restocking of this Product.

4.6.2. The quality analysis will consist of analysing whether the returned Product is identical in appearance to the Product before its Preparation. Bigblue cannot be held liable for any hidden defects of the Product or for any visually unidentifiable defects.

4.6.3. Each Product that is returned to the warehouse is invoiced for the Return Service.

4.6.4. The Customer will be able to download or will be able to leave the Consignee the ability to download a Return Shipment label. The Return Shipment, whether initiated by the Customer or the Consignee, is invoiced for the Return Shipment service.

4.7. Service times

4.7.1. Unless otherwise specified, all times related to the performance of the Services remain indicative.

4.7.2. Bigblue will, however, take all necessary steps to ensure that the time it usually takes for the provision of such type of Services are met.

5. Rates, invoicing and payment

5.1. Minimum package

5.1.1. As Bigblue provides logistical tools and know-how at a cost, the Customer acknowledges and accepts that Bigblue makes use of its right to charge the Customer a "minimum fee" for each Billing Period, the amount and conditions of which are defined in the Special Clauses.

5.1.2. The Customer acknowledges that this minimum fee will apply regardless of the number of Products received, the volumes of Products stored, the number of Orders Prepared or the type of Services performed.

5.1.3. In the event that the total amount of the Services performed by Bigblue at the end of the Billing Period exceeds the minimum amount, the Customer must pay the total amount of the Services performed by Bigblue during the Billing Period without application of the minimum fee.

5.2 Subscription and usage based pricing

5.2.1 Subscriptions

Some parts of the Service are made available on a paid subscription basis (“Subscription(s)“). Pricing and included features for the Subscriptions (“Subscription Plan(s)“) are set forth here:  https://help.bigblue.co/article/231-subscription. “Subscription Fees” means all fees associated with your Subscription.

You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing Cycles are set on a monthly or yearly basis. Whether you are using monthly or yearly billing, your account may be charged on a monthly basis.

Auto-Renewal: You agree that at the end of each Billing Cycle, your Subscription will automatically renew and your payment method for such Subscription will automatically be charged at the start of each new Subscription period for the fees and taxes applicable to that Billing Cycle, under the same conditions as the prior Billing Cycle unless you cancel your Subscription prior to your renewal date.

A valid payment method, including credit card, is required to process the payment for your Subscription. You must provide Bigblue with accurate and complete billing information including full name, address, state, zip code, and valid payment method information. By submitting such payment information, you automatically authorise Bigblue to charge all Subscription Fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, Bigblue may attempt to charge the credit card on file one or more times. Should payment continue to fail, the Subscription will be, at Bigblue’s sole discretion, cancelled or downgraded and you may lose access to certain paid features and/or your Workspace and Bigblue account.

You may cancel your Subscription either through your online account management page or by contacting Bigblue customer support team at help@bigblue.io and indicating your intention to cancel your Subscription.

5.2.2 Fees and Fee Changes

Bigblue, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle.

Bigblue will provide you with reasonable prior notice of any change in Subscription Fees. Your continued use of the Service constitutes your agreement to pay the modified Subscription Fees.

Subscription Fees are stated exclusive of any taxes or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your Subscription, except for those taxes based on our net income. Should any payment for the Service be subject to withholding tax by any government, you will reimburse us for such withholding tax.

5.2.3. Free Trial

Bigblue may, at its sole discretion, offer a Subscription with a free trial for a limited period of time (“Free Trial”). If you are on a Free Trial, you may cancel at any time until the last day of your Free Trial by following the cancellation procedures outlined in the Subscription section of these Terms. If you or Bigblue cancel your Free Trial, you acknowledge and agree that we may delete all of your User Content or data associated with the Workspace that was assigned to your Free Trial. If you do not cancel your Free Trial, then your Free Trial will be converted to a paid Subscription at the end of the trial period, and you hereby authorise us to charge your credit card or other payment method for continued use of the paid Service under such Subscription. Thereafter your Subscription may be cancelled in accordance with the Section 6 (Subscription) of these Terms.

At any time and without notice, Bigblue reserves the right to (a) modify the terms and conditions of any Free Trial offer; (b) cancel any Free Trial offer; or (c) cancel any Free Trial subscription at any time.

5.3. Revision of Rates

5.3.1. Bigblue may at any time revise the rates listed in the Special Clauses, in particular due to economic, political or legislative circumstances or due to the re-negotiation of business conditions with its Partners.

5.3.2. In the event of a price revision, Bigblue will inform the Customer in writing of the updated price. The revised price will take effect fifteen (15) days after the Customer has been notified in writing.

5.3.3. The Customer may, within fifteen (15) days after Bigblue has notified the Customer of the revision of rate, reject the new prices and request the termination of this Agreement by letter with acknowledgement of receipt. The Agreement will then terminate within forty-eight (48) hours after Bigblue has received the letter, notwithstanding the fact that each Party must fulfill its obligations during this period and in particular the Customer must be up to date with their payments to Bigblue.

5.3.4. If the Customer does not notify Bigblue within fifteen (15) days after Bigblue notifies the Customer of the revision of the Terms & Conditions, the application of the new terms and conditions will be deemed to have been accepted by Bigblue for the duration of the remaining relationship between the Parties. The new rates will then apply to all new Services performed after this period.

5.4. Forgiveness

5.4.1. If, in the course of the performance of the Agreement, the economic or political situation, or the conditions of services and/or marketing in force at the time of its conclusion, make the performance of the Agreement excessively onerous for a Party, and in general, if the economic circumstances on which the Parties based themselves at the time of the conclusion of the Agreement, change in such a way that its performance by one of the Parties would have unfairly costly consequences, the Parties shall come together to adapt the conditions of performance of the Agreement to the new situation in an equitable manner.

5.4.2. If no agreement is reached within two (2) months from the implementation of this clause, the Agreement may be terminated by one of the Parties by giving one (1) month's notice. This Agreement shall continue under the same terms and conditions for the duration of the notice period.

5.5. Invoicing

5.5.1. All prices in the Special Clauses are expressed in euros (€) exclusive of tax and are subject to VAT, subject to the application of the territoriality rules in force.

5.5.2. The Customer must provide all invoicing information on the Portal, in particular: the full invoicing address, the invoicing e-mail, the VAT number.

5.5.3. The Customer's first Order Preparation is subject to the electronic signature of a SEPA direct debit mandate by the Customer. Payment shall be made by SEPA direct debit to the Customer's bank account from the fifth (5) day following the performance of the first Service by Bigblue.

5.5.4. The Billing Period is defined in the Special Clauses of the Agreement. Invoicing will take place no more than seven (7) working days from the end of the Billing Period.

5.5.5. The invoice, in accordance with the provisions of Article L.441-6 of the French Commercial Code, is made available to the Customer by sending an e-mail to the e-mail address indicated in the Portal or directly on the Portal.

5.6. SEPA Direct Debit

5.6.1. By signing a SEPA Direct Debit Mandate, the Customer authorises Bigblue to make periodic direct debits from the Customer's bank account.

5.6.2. Invoice payments are made by SEPA Direct Debit from the Customer's bank account from the fifth (5th) day after the date of issue of the corresponding invoice.

5.6.3. Bigblue undertakes to notify the Customer at least two (2) calendar days before the date of the direct debit.

5.6.4. The Customer ensures that the information provided on the SEPA Mandate is correct and that their bank account allows direct debits.

5.6.5. The Customer acknowledges that it is their responsibility to ensure that there are sufficient funds in the designated bank account on the due date so that the direct debit can be honoured on the debit date. If there are insufficient funds available, Bigblue cannot be held responsible for any fees and charges which may be charged to the Customer.

5.6.6. In the event of a change of bank, the Customer must inform Bigblue and sign a new direct debit mandate in order to ensure that payments are not missed.

5.7. Payment Incident

5.7.1. By payment incident, the Parties understand in particular late payment, partial payment of the debt, rejection of the debit from the Customer's bank account.

5.7.2. The Customer must inform Bigblue by e-mail whenever the Customer wishes to cancel a direct debit triggered by Bigblue.

5.7.3. In the event of a payment incident and for as long as there are still outstanding amounts, besides launching a recovery procedure for all outstanding amounts, Bigblue reserves the right to:

• deny Customer access to their account on the Portal;
• require payment in advance for the provision of future Services;
• offset, in accordance with the conditions of article 1347 and following ones of the French Civil Code, any sum it may owe the Customer.

5.7.4. In the event of a payment incident, the Customer will owe to Bigblue:

• Late payment interest, calculated from the due date until the day of effective payment, by operation of law and without the need for a reminder or formal notice. The amount of this interest shall be calculated by applying an annual rate of ten (10) percent to the remaining amounts due.
• A lump sum of forty euros (€40) for internal recovery costs incurred by Bigblue, without the need for a reminder or formal notice. In addition, if Bigblue incurs higher costs, a justified additional compensation may be requested.

5.7.5. In case the notice of payment default has not been complied with within fifteen (15) days, Bigblue reserves the right of lien on the Customer's Products. In addition to the principal amount, the Customer must pay, as a penalty clause, an amount of fifteen percent (15%) of the outstanding amounts, without prejudice to any sum due as a result of a payment incident (late payment interest, lump sum, etc.).

5.7.6. All of these amounts are not due when the opening of safeguard proceedings, receivership or judicial liquidation prohibits the payment of the debt on its due date. These sums are payable upon receipt of the notice informing the Customer that they have been debited.

5.8. Invoice dispute

5.8.1. In the event of a dispute regarding an invoice, the Customer must inform Bigblue in writing of the reason for the dispute within six (6) weeks after the invoice has been issued. If no objection is received within this period of time, the invoice will be deemed to have been accepted by the Customer. Any complaint after this period will not be admissible.

5.8.2. In the event of a manifest error relating to one or more invoices, the Customer undertakes to pay the undisputed amount. No other claim authorizes the Customer to defer, reduce or refuse payment of the invoices presented.

5.8.3. Any justified complaint shall give rise to a right to refund to the Customer. This refund will be made within fifteen (15) days after Bigblue has notified the Customer in writing that it agrees to the refund.

6. Responsibilities

6.1. The Customer is liable for all damages resulting from the Customer's failure to comply with the obligations imposed on them, from the items they provide to Bigblue, or from the actions of their employees. Therefore, the Customer agrees to indemnify and hold Bigblue harmless against any claims or actions of third parties who claim liability on the part of Bigblue in the event that such claims or actions, regardless of their legal basis, are related to the violation of the these GTC by the Customer. The Customer must therefore fully indemnify Bigblue against the consequences of the aforementioned complaints or actions and must reimburse Bigblue for any damages, fines, penalties, costs (including legal costs) that Bigblue may be ordered to pay, as well as for any legal fees incurred by Bigblue in its defense. The Customer also agrees to pay any settlement damages which may be owed by Bigblue to any plaintiff or claimant, it being understood that the Customer may be invited to participate in the settlement discussions.

6.2. Any malfunction in any of the Services performed by Bigblue will not give rise to any penalty unilaterally determined by the Customer. If the Customer encounters any difficulties in the performance of the Service(s) by Bigblue, the Customer must inform Bigblue as soon as possible and in a timely manner so that Bigblue can understand the reasons for such difficulties and so that Bigblue can modify and/or resolve them.

6.3. Bigblue is not liable for any errors or omissions in the information provided by the Customer to Bigblue via the Website or in writing. The Customer undertakes to bear any financial consequences resulting from erroneous or incomplete information.

6.4. The liability of Bigblue cannot be extended to any indirect damage of any kind and regardless of the cause, as well as to the consequences, in particular the financial consequences of delay.

6.5. Duty to cooperate

6.5.1. The Customer undertakes to cooperate with Bigblue and to provide the necessary documents and/or information for all matters relating to the provision of the Services by Bigblue in a timely manner.

6.5.2. The Customer undertakes to respond promptly to requests from Bigblue to provide instructions, information, approvals, authorizations or decisions that are reasonably necessary for Bigblue to perform the Services in accordance with the requirements of these GTC.

6.5.3. The Customer undertakes to provide Bigblue with all necessary information and documents at its disposal in order for Bigblue to be able to perform the Services. In this respect, the Customer must inform Bigblue prior to the start date of the Services of any hidden features of the Customer's Products which may affect the execution of the Services.

6.5.4. The Customer undertakes to regularly inform Bigblue of anything which might alter or complicate the execution of the Services.

6.6. Liability and Compensation for Loss or Damage of Goods during Delivery

6.6.1. Bigblue is liable for damages resulting from the Delivery, its organization and the execution of the ancillary services and specific instructions. In the event of loss or damage during the Delivery, if the Delivery is not insured, Bigblue will compensate the Customer for proven, direct and foreseeable material damage in accordance with the terms of compensation as defined in Sections 6.6.2. and 6.6. 3, except in cases of force majeure and/or in cases where the Products are affected by a defect of their own and/or in cases where the loss or damage results from the fact or fault of the Customer, or the Consignee, or any third party other than Bigblue and the Carrier Partner.

6.6.2. Liability for Bigblue Substitutes

6.6.2.1. Bigblue's compensation for this proven loss is limited to the loss incurred by the Partner Carrier in connection with the shipment entrusted to it. If the compensation limits of the Partner Carriers are not known or do not result from mandatory, legal or regulatory provisions, they are deemed to be identical to those for the personal liability of Bigblue (see 6.6.3.).

6.6.2.2. The refund will be made on the basis of the terms and conditions of the Partner Carrier and in accordance with the value of the Product(s) indicated on the Website. All the refund conditions of the Partner Carriers are available at the following URL address: https://help.bigblue.co/article/140-bigblue-compensation

6.6.2.3. As the Partner Carriers require that claims be submitted within a specific time limit, it is the responsibility of the Customer to provide Bigblue with the necessary documents in time for Bigblue to pursue a claim.

6.6.2.4. The above-mentioned compensation will be credited to the Customer, up to the amount obtained from the Business Partner.

6.6.3. For Shipments from France, personal liability of Bigblue. Except in the case of intentional or inexcusable fault, the compensation for proven personal liability of Bigblue will be limited to the compensation of the actual damages suffered by the Customer up to twenty-three (23) Euros per kilo, excluding taxes, in proportion to the weight of the Parcel and up to two hundred (200) Euros per shipment, excluding taxes, and up to the sales price of the lost or damaged Products, excluding taxes and shipping costs, on the day of the loss.

6.6.4 For shipments from Spain, personal liability of Bigblue. Except in the case of intentional or inexcusable fault, the compensation for proven personal liability of Bigblue will be limited to the compensation of the actual damages suffered by the Customer in accordance with the value per weight determined by the Law16/1987, de 30 de julio, de Ordenación de los Transportes Terrestres. The rate per kg is linked to IPREM index (http://www.iprem.com.es/), in 2022 the value is 6.43€/kg.

6.6.5. In any case, the Customer must duly justify Bigblue's fault in the event of loss or damage.

7. Insurance

7.1. Each of the Parties undertakes to take out all necessary insurance against any failures that may occur in the course of their respective activities.

7.2. The Customer is liable for any damage that a Product(s) or Product Package(s) may cause to third parties and/or Bigblue.

7.3. The Customer waives, and undertakes to obtain the same waiver from their insurers, any and all claims against Bigblue and its insurers, as well as against the Partners and their insurers, for any and all damages or losses that they may suffer, except in the case of gross negligence on the part of Bigblue or its Partners. The Customer will make it their personal business to contact their insurers for this purpose. In the event of failure to comply with this obligation, the Customer must refund Bigblue and/or its insurers for any compensation paid to third parties and/or their insurers.

7.4. The Customer undertakes to take out an insurance policy with a solvent insurance company in order to cover the material, immaterial and physical consequences resulting from their professional, public and contractual responsibilities.

7.5. The Customer undertakes to take out all necessary insurance with one or more solvent insurance companies to cover the risks of theft with burglary, fire, rack collapse in warehouse, floods, storms, explosions, lightning, electrical accidents, damage to water and other liquids, hail, snow, frost, collision with a land vehicle, aircraft crashes, riots, civil unrest, civil commotion, terrorism, sabotage, vandalism, malicious acts, attacks, bombings, natural disasters and related risks, which may damage or result in the irreversible and permanent destruction of the Customer's Goods entrusted to Bigblue and stored in a Partner Warehouse. Bigblue's liability for damage caused to the Products in the aforementioned cases is excluded from any claim for compensation.

7.6. The Customer undertakes to provide Bigblue with a copy of the up-to-date insurance policies mentioned in Sections 7.4. and 7.5. In case of renewal of the insurance policies, the Customer is obliged to provide Bigblue with these documents as soon as possible.

8. Right of lien

Irrespective of the capacity in which Bigblue is involved, the Customer expressly grants the Customer a contractual right of lien with a general and permanent preferential right of retention on all Goods, securities and documents in the possession of Bigblue as security for all claims (invoices, interest, costs incurred, etc.) which Bigblue has against the Customer, even if these are prior to or in addition to the transactions with respect to the Goods, securities and documents actually in the possession of Bigblue.

9. Force majeure

9.1. Events beyond the control of the Parties making the performance of the obligations impossible and having the characteristics of irresistibility and unpredictability recognized by French law shall be considered as cases of force majeure. On express condition,  natural disasters, exceptional weather conditions preventing the execution of the Services, fires, wars, riots, attacks, strikes, health crises totally and unpredictably paralyzing and insurmountable transport of goods will have the same consequences as cases of force majeure or fortuitous events usually recognized by the jurisprudence of French courts and tribunals.

9.2. For the duration of the Agreement, the Parties shall not be liable for the non-performance of their obligations due to an event of force majeure.

9.3. In addition, Bigblue cannot be held liable if it is unable to perform its obligations due to a case of force majeure as defined by French law and jurisprudence, and in particular in the event of bad weather, natural disasters, lock out, fire, epidemic, embargo, war, general lack of supplies, or internal strikes or in particular internal strikes of logistics service providers such as Carriers and Partner Warehouses, without this list being exhaustive. In the event of a proven breach of its contractual obligations due to such an event, the parties agree to meet within thirty (30) days following the day of the event to discuss the follow-up to be given to their business relationship. Bigblue will analyse with the Customer the nature and extent of the damage with a view to a possible compensation, determined by mutual agreement.

10. Business ethics

The Customer undertakes not to grant or cause to be granted, directly or indirectly, to Bigblue, any offer, present, gift or payment, remuneration or advantage of any kind which constitutes, or may constitute, an illegal act or corrupt practice with a view to or in consideration of the execution of these GTC.

In the event of a breach of this rule, Bigblue can terminate the business relationship with the Customer by letter with acknowledgement of receipt without delay and without compensation.

11. Termination

11.1. Termination

11.1.1 It is understood that either Party may terminate the Agreement between them for any reason whatsoever by giving fifteen (15) days' notice to the other party. Any request for termination must be made by:

• by letter with acknowledgement of receipt; or
• by e-mail to the extent that the other Party acknowledges receipt of the termination request by e-mail as well.

11.1.2. These periods of notice do not apply in the case of rates revisions and unforeseen events, the terms of which are defined in Articles 5.2. and 5.3. of the GTC.

11.1.3. In any event, the Parties intend to respect their obligations until the effective date of the end of their relationship. To this end, at the end of the business relationship, all Orders placed pursuant to this Agreement before its expiry shall be executed, and all sums due shall be paid, in accordance with the provisions of this Agreement.

11.1.4. The Customer may have full or limited access to the Portal during the Termination Notice Period. Bigblue will continue to process and execute all Orders that have been submitted by the Customer via the Website or otherwise during the Termination Notice Period.

11.1.5. In the event of termination of this Agreement for any reason, the Customer must immediately pay Bigblue all outstanding invoices and interest due to Bigblue. Bigblue will submit invoices for all Services provided by Bigblue, but for which no invoices have been submitted, and the Customer must pay these invoices immediately upon receipt.

11.2 Inactivity

In the event that the Customer's account has been inactive for one (1) year after the last Delivery, Bigblue reserves the right to restrict or even delete the Customer's access to the Website. The Customer is responsible for taking all necessary steps to terminate the relationship with Bigblue, including the revocation of the SEPA Direct Debit Scheme.

11.3 Termination of the relationship in case of non-payment

Without prejudice to the right of Bigblue to take all possible actions for the payment of the amounts due and any compensation, Bigblue may, in the event of partial or total non-payment of the amounts due by the Customer, terminate the business relationship after having sent a notice of default to the Customer by letter with acknowledgment of receipt, which remains without effect within eight (8) days from its receipt or from the date of first presentation. Under these circumstances, Bigblue reserves the right to restrict or terminate the Customer's access to the Website.

11.4. Termination of the business relationship and withdrawal from stock

11.4.1. In the event that the Customer requests a partial or total return of the Products on the Portal, Bigblue may require the Customer to pay a deposit for the Services involved.

11.4.2. Bigblue will prepare the Customer's stock for collection. The Goods will be made available for collection, provided that the Customer is up-to-date with the payment of all amounts due to Bigblue.

11.4.3. All of the Products removed by the Customer or the third party he has commissioned shall be deemed to be in perfect condition, unless otherwise stated in writing at the time of removal.

11.5. Bigblue reserves the right to dispose of or sell the Customer's Products by giving thirty (30) working days' notice if the Customer does not collect the Customer's Goods stored in Bigblue's warehouse within three (3) months after the due date of the final invoice.

12. Personal data

12.1. Certain terms and expressions used below are defined in Article 2 of these GTC. Failing this, they shall have the meaning attributed to them by the Personal Data Regulations.

12.2. The Customer is responsible for the processing of the Personal Data of the Consignee and Bigblue acts as a subcontractor of the Customer for the purpose of performing the Services. The Parties agree to comply with the Privacy Policy and the conditions set forth in this Article 12. The parties further acknowledge that the provisions of this article are subject to change in the event of changes to the Personal Data Regulations.

12.3. The Customer authorizes Bigblue to process the Customer's Personal Data and the Consignee's Personal Data for as long as is strictly necessary for the performance of the Services and at the latest for two (2) years after the last Delivery by the Consignee. Bigblue undertakes to process the Consignee's Personal Data on behalf of the Customer and to refrain from using the Consignee's Personal Data for any other purpose. This Article 12 formalizes the documented instructions of the Customer within the meaning of the General Data Protection Regulation, unless Bigblue has agreed to special conditions in writing. Bigblue will immediately inform the Customer if it becomes clear to Bigblue that an instruction from the Customer constitutes, in whole or in part, a violation of the Privacy Policy.

12.4. As part of the performance of the Services, the Customer transmits or makes available to Bigblue the Personal Data of the Consignee, including but not limited to first names, surnames, postal addresses, emails and telephone numbers (landline or mobile), which constitute personal data within the meaning of Article 2 of the French Law no. 78-17 of January 6, 1978 on Data Processing, Data Files and Individual Liberties (referred to as "Loi Informatique et Libertés") and Article 4.1 of the Privacy Policy.

12.5. The Customer is solely responsible for complying with the obligations incumbent on data controllers under the General Data Protection Regulation and, in particular, for obtaining the consent of the data subjects for the transmission of the Personal Data to Bigblue for the purpose of performing the Services.

12.6. Bigblue undertakes to take the necessary measures to protect the confidentiality and security of the Personal Data of the Consignees that are provided to Bigblue by the Customer in connection with the performance of the Services. Bigblue undertakes to implement appropriate technical and organizational measures for the processing of the Personal Data mentioned.

12.7. The Customer acknowledges and authorizes Bigblue to use Partners (in particular Partner Warehouses and Partner Carriers) as authorized subprocessors for the purpose of performing the Services, it being understood that:

• the Authorized Subsequent Subprocessors are obliged to comply with the obligations set forth in Article 12 of the Terms and Conditions;
• the Authorised Subsequent Subprocessors are required to process the Personal Data solely and solely for the purpose of performing the Services;
• Bigblue remains, in all cases, fully responsible to the Customer, in its capacity as the original Subprocessors, for the performance by each of the Authorised Third Party Subprocessors of its obligations.

12.8. The Customer authorizes the transfer of the Personal Data of Consignees outside of the European Union. Bigblue will comply with the rules governing the transfer in accordance with the General Data Protection Regulation.

12.9. Bigblue undertakes to implement and maintain a procedure for receiving and executing requests for access, rectification or deletion from individuals by sending an email to dpo@bigblue.io.

12.10. If the business relationship between Bigblue and the Customer is terminated, Bigblue undertakes, at the Customer's discretion, to return the Personal Data of the Consignees to the Customer or to destroy the Personal Data without keeping a copy of it, subject to the right of Bigblue to archive the Personal Data within the applicable statute of limitations in order to comply with its accounting and tax obligations and to be able to respond to possible claims.

12.11. Bigblue undertakes to notify the Customer as soon as possible after becoming aware of any violation of the Personal Data. This notification will be accompanied by any relevant information available to Bigblue in order to enable the Customer to assess the measures to be taken in accordance with the applicable Regulations, including the notification of the violation to the supervisory authority and/or the persons concerned.

12.12. Bigblue will provide the Customer, at the Customer's request, with all relevant information about its processing of the Personal Data in the context of the Services, so that the Customer can, if necessary, prove that it has complied with its obligations as data controller. The Customer may carry out an audit at its own expense, at most once (1) per year, during business hours and days, in accordance with Article 28.3 h) of Regulation 2016/679 of 27 April 2016. The Customer undertakes to inform Bigblue, by letter with acknowledgement of receipt, with reasonable notice not less than thirty (30) working days. The Customer undertakes to specify the foreseeable duration of the audit or inspection.

12.13. With the exception of the foregoing, the Parties agree that there is no processing of Personal Data between them in accordance with the General Data Protection Regulations 2016/679, other than the processing of the Parties' business contact details. However, if such data does not have the character of "personal data" within the meaning of the aforementioned EU Data Protection Regulation, such data will be processed by Bigblue with the utmost security and confidentiality.

13. Intellectual property and confidentiality

13.1. Bigblue remains the owner of all its patents, invention rights, copyrights and related rights, trademarks, trade and domain names, procurement rights, goodwill and the right to sue for infringement, design rights, database rights, rights to use and protect the confidentiality of confidential information (including know-how), business documents, financial documents, legal documents and all other intellectual property rights, regardless of their nature, form or medium (paper, digital or oral, whether registered or unregistered).

13.2. The Customer is obliged to maintain the strictest confidentiality with regard to the information exchanged between them and Bigblue in the course of their business relationship. The Customer undertakes to ensure that the holders of shares in the share capital of Bigblue, its directors, employees and contractors comply with this confidentiality obligation.

13.3. The Customer remains the owner of all intellectual property rights to the Customer's goods and to any other material and data provided by the Customer to Bigblue.

13.4. The Customer authorizes Bigblue to reproduce and distribute the Customer's brand and logo subject to the Customer's compliance with their graphic charter. This permission to reproduce free of charge is limited to the following media: websites, applications, external and internal corporate presentations. Bigblue acknowledges that this authorization does not give Bigblue any ownership rights to the Customer's brand and/or logo and undertakes to make only a strictly limited use of them for the aforementioned media, without any extension to any other media being possible without the prior written consent of the Customer.

14. Nullity, prescription, transmissibility of the agreement

14.1 If any of the provisions of the GTC are declared null and void or deemed to be unwritten, all other provisions will continue to apply, provided that the null or invalid provision was not a determining condition for the consent of Bigblue or the Customer at the time the Agreement was concluded.

14.2. The failure of Bigblue to make use of any of the provisions of the Terms and Conditions or the Special Terms and Conditions at any time will not be interpreted by the Customer as a waiver by Bigblue to make use of any of the provisions of the Terms and Conditions or the Special Terms and Conditions at a later date.

14.3. Any Agreement concluded between Bigblue and the Customer is neither transferable nor assignable by the Customer in whole or in part without the prior written consent of Bigblue.

14.4 Unless otherwise specified in these GTC, all actions shall become statute-barred within one (1) year from the date of shipment or the day on which shipment should have taken place.

14.5. The Customer must inform Bigblue of any action taken against Bigblue and/or its insurers, failing which the Customer will lose the right to claim damages.

15. Applicable law and legal procedures

15.1. The GTC are subject to French law.

15.2. Any dispute relating to these GTC, whether concerning their interpretation, execution or termination, shall fall within the exclusive jurisdiction of the Commercial Court of Paris, notwithstanding multiple defendants or third party claims.

15.3. Each Party undertakes to inform the other Party, as soon as possible, by letter with acknowledgment of receipt, of the existence of the judgment pronouncing the opening of Collective Proceedings concerning it.

15.4. The continuation of the Services within the framework of a Collective Proceedings affecting the Customer shall be carried out in accordance with the provisions of the French Commercial Code and more particularly Articles L.622-13 and L.622-17. The Services subsequent to the opening of a Collective Procedure must be the subject of new orders specifying that "the Services are performed for the purposes of the procedure or the observation period as defined in Article L.622-17 paragraph 1 of the French Commercial Code" and a new Customer account will be created in Bigblue's books for billing purposes.