Terms of sale

GENERAL TERMS AND CONDITIONS OF SALE

VERSION OF MAY 9, 2024

MANSE LIQUIDITY – SHOP OFFER

1. RECITALS

1. These General Terms and Conditions of Sale (hereinafter referred to as "GTC") are entered into between MANSE LIQUIDITE (hereinafter referred to as the "Company"), a French company registered under number 901272690, with its registered office located at 20 rue Jean-Baptiste Pigalle – 75009 Paris, represented by Mr. Kevin Crouvizier or by the Experiences Service Provider as defined below, and any natural or legal person (hereinafter referred to as the "Buyer") who makes a Purchase on the online platform from the store accessible from: https://www.royaltiz.com/shop (hereinafter referred to as the "Store").

1. DEFINITIONS

1. The terms and expressions identified by a capital letter in these GTG have the meaning indicated below, whether they are used in the singular or plural and in the masculine or feminine.

Affiliate refers to, as the case may be, Manse Plateforme SAS or any other company Controlling, Controlled by or under the same Control as the Company;

Buyer refers to any Person holding a User Account on the Platform, legally connected to it, and making a Purchase in the Store;

Confirmation refers to the Notification sent by the Company to the Buyer;

Confirmation Link refers to the digital link which contains a Notification to the Buyer wherby the Buyer maythe Purchase; 

Connection refers to the act of the Buyer to connect to his User Account and insert his Identifier and Password;

Control has the meaning attributed to it by Article L233-3 of the Commercial Code, the term "Controlled" is construed accordingly;

Experiences Service Provider refers to the French company Isidore or any other Person designated by the Company;

Identifier refers to the personal code provided to the Buyer which enables him to access his/her User Account;

Issuer means the Person, other than the Buyer, who is a party to a Roy Agreement and who undertakes to pay the remuneration provided for in such Roy Agreement;

Notification refers to any communication between the Seller and the Buyer under these GTC; the term "Notify" has the same meaning;

Party refersto the Buyer or (the Seller; the term “Parties” shall mean the Buyer and the Seller;

Password refers to the personal access code to a User Account;

Person refers to any natural or legal person;

Platform refers to the website accessible from the URL: www.royaltiz.com and any mobile phone application operated by the Company or an Affiliate;

Presentation Sheet refers to the webpage which contains the Product or Service presentation and includes (i) a visual representation with no legal or contractual value, (ii) material characteristics, (iii) the terms of Service provision or Product delivery, and (iv) any other information published by the Company;

Price has the meaning ascribed to it in the Roy Agreement to which the Buyer is a party;

Product Order Validation Site refers to the website accessible from the following URL: www.swap.royaltiz.com;

Product refers to, as the case may be, any item signed by one or more Public Figures, any item related to a Public Figure, any item or right related to the Company or an Affiliate;

Public Figure refers to the natural person whose image is associated with the relevant Roy Agreement;

Purchase refers to the purchase by a Buyer of any Product or Service which price payableby Set-Off;

Purchase Validation refers to the Buyer's decision to make a Purchase and Transfer the relevant Roy Agreements by clicking on the "Exchange" button;

Roy Agreement means the agreement between the Buyer and an under which the Buyer is granted a right to receive a remuneration which is based directly or indirectly on the variation of the economic performace of the relevant Public Figure;

Sale Price means the price of any Product or Service payable by the Buyer;

Seller means (a) the Company in relation with (i) any Product or(ii) Service provided by the Company or (b) the Experiences Service Provider in relation with any Service is provided by it;

Service means any participation of the Buyer in time and space with a Public Figure or in the presence of suchPublic Figure which terms of are specified in the Presentation Sheet;

Service Order Validation Site refers to the website accessible from the URL notified to the Buyer;

Set-Off means the set off between the Transfer Price of any Roy Agreement transferred by the Buyer to the Company and the Sale Price; 

Status refers to any specific status to which the Buyer may be eligible;

Store refers to the webpages of the Platform on which the Company offers Users or certain categories of Users the sale of Products and Services provided by it or by the Experiences Service Provider;

Supplier means any supplier of Products to the Company;

Terms of Use refers to the general terms of use of the Platform accessible from the following link: royaltiz.com/terms-of-use;

Terminology Equivalent refers to the term used on the Store in place of a term defined in these GTC;

Third-Party Provider refers, as the case may be, to the Experiences Service Provider or any other service provider who provides a service in relation with a Purchase;

Third-Party Service Terms refers to the terms and conditions relating to the provision of a Service marketed in the Store by the Experiences Service Provider;

Transfer refers to the transfer by the Buyer, acting as the transferor, to the Company of any Roy Agreement whichTransfer Price is Set-Off in accordance with article 1216 and following of the French Civil Code (Code Civil);

Transfer Price refers to the price payable to the User for the Transfer of any Roy Agreement to the Company;

Transferred Agreement refers to any Roy Agreement which is subject to an Transfer;

Use refers to Connection, Purchase, and any other authorized action in relation with a Purchase on the Platform;

User means a Person who has a User Account on the Platform;

User Account refers to the User's account on the Platform accessible by the User using his/her Identifier and his/her Password.

1. SCOPE 

1. These GTC define the terms and conditions of sale and delivery applicable tothe Products and Services in the Store between the Buyer and the Seller.

2. The relationships between the Seller and the Buyer in respect of any Purchase are solely governed by these GTC and, where applicable, the Third-Party Service Terms. 

3. The Buyer acknowledges having read, prior to any Purchase, these GTC and having been provided with all the information listed in Article L.221-5 of the French Consumer Code (Code de la Consommation) in a legible and understandable manner. The Buyer's Purchase Validation constitutes unconditional acceptance of these GTC.

4. The Company reserves the right to unilaterally make any modification or improvement to these GTC without resulting in an increase in the prices of ordered Products and Services, loss of quality, or substantial changes to ordered but not yet delivered Products and Services. In the event of a modification of these GTC, these GTC applicable to the Buyer shall be those in force on the day of the Purchase.

5. The Buyer acknowledges that the Company is not a party to the sales agreement of the Service offered by the Experiences Service Provider. In such a case, the Company's sole obligation under these GTC is to remit to the Experiences Service Provider the Sale Price of the Service paid by the Buyer on the Platform.

6. Terminology Equivalents are provided in Appendix 1. The Company is free to modify the Terminology Equivalents at any time.

7. These GTC and the Third-Party Service Terms in the event of the Purchase of a Service provided by the Experiences Service Provider , bind upon the Buyer.

8. The information provided to the Buyer by the support, on Discord, on the blog, and more generally on the Platform, have no legal or contractual value and do not bind upon the Seller.

1. BUYER’S OBLIGATION AND SALE PRICE 

1. Compliance with the Terms of Use is of essence and constitutes a material condition for the Company in respect of any Purchase by the Buyer.

2. The Buyer acknowledges that his/her User Account and the information contained therein may be used by the Company.

3. The Buyer undertakes to (i) make Purchases only for his/her own account, (ii)  provide accurate and truthful information and (iii) keep up to date all information about himself/herself.

4. The Buyer acknowledges and agrees that the Purchase of certain Products or Services may be reserved to Users who hold a specific Status.

5. The Purchase of any Product or Service is subject to its availability from the Company's Suppliers and Third-Party Providers. In the event of delivery difficulties or if Products or Services are out of stock, the Company may cancel the Purchase. In such event, the Sale Price will be refunded in full to the Buyer.

6. The Sale Price of any Product or Service is displayed on the Platform and is expressed prior to the Purchase Validation (i) in number of Roy Agreements of the relevant Public Figures which Transfer Price is calculated on the basis of their Price at the time of Purchase, and (ii) in Euros.

2. SALE PRICE PAYMENT TERMS 

1. Unless otherwise agreed by the Company, payment of the Sale Price shall be made by Set-Off.

2. The Buyer's willingness to make the Purchase is expressed only by clicking on the Purchase Validation button accessible from the Store.

3. The Purchase comes into effect on the date of Confirmation subject to payment in full of the Sale Price.

4. The Buyer expressly authorizes and hereby appoints the Company as his/her lawful attorney to assign to the Company such number of Roy Agreements required so that the Transfer Price of these Roy Agreements shall be equal to or greater than the Sale Price of the purchased Product or Service.

5. The Buyer expressly authorizes and hereby appoints the Company as his/her lawful attorney to pay to the Experiences Service Provider the Sale Price of any Service sold by it in the Store.

1. PRODUCT ORDER 

1. All material characteristics of a Product, including its Sale Price, are contained on the relevant Presentation Sheet accessible from the Store.

2. The Buyer acknowledges that the visual representation of a Product has no legal or contractual value.

3. The Purchase of a Product is subject to the following :

• the Transfer Price of the Roy Agreements to be Set-Off and mentioned on the Product Presentation Sheet must be equal to or greater than the Sale Price;

• the Product must be available from the Supplier;

• the country of delivery of the Product must be listed in Appendix 3;

• the Buyer must hold the required Status applicable to such Product Purchase.

1. The Purchase of a Product is conditional upon the Buyerdischarge of the following obligations:

• Follow the Confirmation Link to the Product Order Validation Site received by Notification ;

• Create an account on the Product Order Validation Site by using the same email address as the one used for his/her User Account;

• Add the relevant Product to the cart;

• Confirm his/her delivery address;

• Validate the cart.

1. A Purchase shall only be valid provided that the Buyer provides the requested information within twenty-four (24) hours from the receipt of the Confirmation Link .

2. The Buyer acknowledges that he/she has been informed and accepts that verifications by the Company may result in a delay between the Purchase Validation and the Confirmation.

3. The Confirmation is accompanied, where applicable, by any certificate in relation with the Product.

1. PRODUCT DELIVERY

1. Subject to Product availability and Confirmation by the Company, the Product will be shipped to the Buyer.

2. The Buyer undertakes to provide an accurate delivery address to the Company . The Buyer waives any claim against the Company in relation with the non-delivery of the Product in case of the Buyer’s failure to comply with such obligation.

3. The countries eligible for Products shipment by the Company are listed in Appendix 1. Shipping fees and taxes, including any import or value-added taxes, are the responsibility of the Buyer and are not included in the Sale Price.

4. The delivery of the Product to the Buyer is carried out by a carrier approved by the Company.

5. A Notification is sent to the Buyer in the event of non-delivery of the Product, in particular when the address provided is incorrect or if the package has been returned due to non-collectionby the Buyer. If the Product is not claimed by the Buyer within twenty-four (24) hours from the date of such Notificaiton, the Company may cancel the Purchase and the Product may be put again on sale in the Store.

6. The reshipment of any undelivered Product will be subject to the prior payment by the Buyer of the corresponding shipping fees.

7. The Buyer agrees to inspect the apparent condition of the Product packaging upon its delivery by the carrier and prior to signing the delivery sheet provided by the carrier.

8. In the event of apparent discrepancy (damage, missing Product, damaged package or Product, etc.), the Buyer must make such specific reservations in writing on the delivery sheet and Notify the Company.

9. If the Buyer has not received the Product, he/she must Notify the Company within forty-eight (48) hours from the estimated Product delivery date or upon the Product being indicated as delivered.

10. In the event of a postal dispute, the Company reserves the right to (i) extend the delivery period of the Product by fifteen (15) days and (ii) suspend the reimbursement of the Product until the postal dispute is resolved by the carrier.

11. If applicable, the Buyer undertakes to return any damaged Product to the Company in accordance with the procedure Notified by the Company. The reimbursement of a damaged Product is made by crediting the User Account with the number of Roy Agreements of the relevant Public Figure which Transfer Price was Set-Off against the Product Purchase Price. 

1. SERVICE ORDER 

1. In the Store, the Company   displays Services for sale by either the Company or the Experiences Service Provider.

2.  The Buyer acknowledges that the visual representation of a Service has no legal or contractual value.

3. The Buyer authorizes the Company to receive the Sale Price in the name and on the behalf of the Experiences Service Provider. The Company is responsible for the remittance Service to the Experiences Service Provider of such Sale Price .

4. All material characteristics of the Service, including its Sale Price and the identity of the Seller, are displayed on the Presentation Sheet accessible from the Store page.

5. Any Purchase of a Service is subject to  the satisfaction of the following conditions:

• The Tranfer Price the Roy Agreements to Set-Off and mentioned on the Service Presentation Sheet must be equal to or greater than the Sale Price;

• All parts of the Service must be available from the Provider(s);

• The Buyer must hold the required Status to make such Service Purchase;

• Any other conditions as may be mentioned in the Presentation Sheet.

1. The Purchase of a Service is conditional upon the Buyer's discharge of the following obligations:

• Follow the Confirmation Link to the Service Order Validation Site received by Notification ;

• Provide the information and make the declarations requested by the Seller.

1. A Purchase shall be valid only provided that the Buyer provides the requested information within twenty-four (24) hours from the receipt of the Confirmation Link .

2. The Buyer acknowledges that he/she has been  informed that verifications by the Seller may result in a delay between the Purchase Validation and the Confirmation of the Service Purchase.

3. If the Service is sold by an Experiences Service Provider, the confirmation of the Service Purchase is notified to the Buyer by the Experiences Service Provider and the Company may send a Confirmation to the Buyer.

4. If the Purchase regards a Service provided partially or totally by an Experiences Service Provider, the Buyer shall hold harmless the Company from any liability concerning such Service. The Buyer acknowledges that the Experiences Service Provider is the sole debtor towards him/her of the obligations arising from such Service and consequently the Experiences Service Provider is the sole party responsible to the Buyer in respect of the performance pe of the Service contemplated in the relevant Presentation Sheet.

1. WAIVER OF RIGHT OF WITHDRAWAL

1. If a right of withdrawal as provided for by Article L. 221-28 of the French Consumer Code (Code de la Consommation) is applicable, the Buyer hereby declares that he/she waives any such legal right of withdrawal with respect to the Purchase and Transfer. It is recorded that the value of a Transferred Agreement fluctuates as reflected by the Price.

2. This waiver by the Buyer is expressly granted to the Company upon Purchase Validation.

3. The Buyer acknowledges that Products and Services from the Store are neither exchangeable nor refundable, except in case of non-conformity, proven defect or latent defect as defined by law.

4. The Buyer is required to report any non-conformity, defect or latent defect of the Product or Service within a period of two years from the receipt of the Product or the provision of the Service. Upon expiry of the aforementioned period, the Buyer shall be deemed to have accepted the Product or Service as is.

5. The Seller reserves the right to refuse any right of withdrawal which does not satisfy the conditions imposed by law.

1. INTELLECTUAL PROPERTY

1. All intellectual property rights relating to the site are the property of  one or more Affiliates. These rights includes in particular the "Royaltiz" brand, the "Royaltiz" logo, the "Roy" brand and logo, the architecture of the Platform and the Platform application, and their content. All content that is not uploaded by the Buyer, including any data, functionality, text, names, designations, image, photographs, graphic element, brands, sounds, is the exclusive property of the Company. Nothing in these GTC shall be interpreted as transferring any of these rights from the Company or an Affiliate to the Buyer.

2. Without prejudice to the foregoing and the Buyer's right to perform acts exceptionally permitted without authorization under Article L122-6-1 of the French Intellectual Property Code (Code de la Propriété Intellectuelle), the Company authorizes the Buyer, as a personal, free, non-exclusive, non-transferable and non-assignable license, for the whole world and the duration of the Buyer’s adherence to these GTC, to perform by means of his/her terminal any loading, display, execution, transmission, storage or temporary reproduction of any part of the Platform necessary for his/her Connection and Use.

3. The Company, acting both in its own name and on behalf of any Issuer, does not grant to the Buyer any of the rights reserved to the Company or the Issuer as producer of a database protected by the French Intellectual Property Code (Code de la Propriété Intellectuelle) under its Article L341-1.

4. The Buyer undertakes not to extract, by permanent or temporary transfer, all or any qualitatively or quantitatively substantial part of the content or data of the Store whatever the means or form.

5. The Buyer undertakes not to reuse or make available to any Person the entirety or any part of the data of the the Store, whatever the form of this reuse or provision.

6. The Buyer undertakes not to carry out any extraction or repeated and systematic reuse the entirety or any part of the data of the the Store when such operations exceed the normal conditions of use of a database or the terms of these GTC.

7. The Buyer's obligations under this clause 10 shall survive the termination of the contractual relationships arising from these GTC for a period of ten (10) years from the on which these GTC are no longer applicable to the Buyer.

1. NOTIFICATIONS

1. Unless otherwise considered null and void, any notification between the Parties under these GTC must be madeexclusively as follows:

2. In case of Notification by the Company to the Buyer, the Company may make a Notification:

(i) By email, to the email address provided by the Buyer at the time of his/her Purchase in the Store;

(ii) By registered mail or by courier such as DHL or Fedex to the Buyer's postal address as indicated at the time of his/her Purchase in the Store;

1. In case of Notification by the Buyer to the Seller, the Buyer may make a Notification:

If the Seller is the Company: 

(i) By registered mail with return receipt or by courier such as DHL or Fedex to the Company's address located at 33, rue Lafayette 75009 - Paris (France), or

(ii) By email, to the email addresses shop@royaltiz.com and legal@royaltiz.com, subject to the confirmation of receipt of such emails by the Company.

If the Seller is the Experiences Service Provider:

(i) By registered letter with acknowledgment of receipt or by courier such as DHL or FedEx to the address mentioned on the Presentation Sheet of the relevant Service, or

(ii) By email, to the email address mentioned on the Presentation Sheet of the relevant Service.

1. The Seller may change its postal address or its Notification email subject to sending to the Buyer a five (5) working days prior Notification indicating the new postal address or the Notification email .

1. IT AND PRIVACY POLICY

1. The Buyer acknowledges that he has read and understood the information contained in the Privacy Policy accessible from: https://www.royaltiz.com/privacy-policy.

2. The Company represents to the Buyer that his personal data is processed and transmitted in compliance with the applicable regulations regarding data protection. The Company implements appropriate technical and organizational measures to ensure an adequate level of security to ensure the logistical and physical security of personal data.

3. The Buyer may exercise his rights to personal data protection with the Company.

4. The Buyer undertakes not to provide any specifically sensitive personal data while he uses the functionalities of the Store.

5. In order to discharge its obligations herein, the Company may transfer the Buyer's personal data to the Experiences Service Provider and to any Third-Party Provider.

6. The privacy policies of Third-Party Providers are accessible from the following links:

- privacy policy of our Third-Party Provider responsible for Product orders is available at: https://www.shopify.com/com/legal/privacy;

- privacy policy of the Experiences Service Provider is available upon request at the following address: request@isidoreparis.com.

1. LIMITATION OF LIABILITY

1. The Buyer hereby holds harmless and waives any claim against the Seller  in respect of any direct or indirect damages suffered by him/her which arise from without limitation:

• the unavailability of access to the Store or the Platform for any reason whatsoever which prevents amongst other things a Purchase by the the Buyer;

• any circumstances which prevent his/her Connection;

• any unintentional error by the Seller;

• any false information, statement, or input errors by the Buyer in the Store or on the Platform;

• the occurrence of bugs on the Platform or in the Store due to causes beyond the control of the Company or any of its providers such as technical reasons or the failure of Internet service providers;

• the fraudulent intrusion of a third party on the Platform or in the Store which result in a modification to the published information due to the Buyer's failure to keep confidential and secure his/her Identifier and Password;

• the use of the Confirmation Link by a third party and any direct or indirect consequences resulting therefrom.

1. The Seller's liability for any Product or Service acquired by the Buyer in the Store is strictly limited to the Sale Price of such Product or Service. 

2. The Company may interrupt the Connection or Use in case of maintenance of the Platform and/or the Store. In such case and to the extent possible, the Company shall inform the Buyer in advance. The Company shall make efforts to provide such advance notice as soon as practicable and to limit the interruption to the minimum required when operationally and economically feasible.

3. The Store may contain links to third parties’ websites. The Company does not control these third-parties’ websites, and the Buyer hereby holds the Company harmless against any liability arising from (i) browsing such websites, (ii) any transactions carried out on such websites and (iii) the content, advertisements, products, and services available on such websites or accessible from them.

4. Any Connection to the Platform or Use of the Store by using the Identifier and Password is deemed to be made by the Buyer, and the Buyer hereby holds the Seller harmless against any liability in case the Connection or Use has been made fraudulently.

1. ANTI-CORRUPTION PROVISIONS

1. The Company is committed to preventing and combating fraud and corruption in accordance with the provisions of the Sapin 2 law n° 2016-1691 of December 9, 2016 on transparency, combating corruption and  modernizing economic life, and intends that any Person who enters into any transaction with it adheres to the same principles and strictly complies with the regulations in force.

2. As a consequence thereof, the Buyer:

• undertakes to refrain from engaging into any form of fraud or corruption actsin its dealings with the Company;

• undertakes to take all reasonable measures to ensure that all of its officers, employees, subcontractors, agents and other third parties under his/her/its control, comply with this obligation;

• undertakes to inform the Company without delay of any existing or potential conflict of interest or of any event which  may come to his/her/its knowledge and which could result in obtaining an undue advantage, whether financial or of any other nature, or more generally in the violation of any applicable regulation, in connection with his/her/its relations with the Company.

1. Any breach by the Buyer of the obligations defined in this clause 14 will be considered as a serious breach by the Buyer of these GTC and will be without prejudice to the criminal proceedings to which the Buyer may be exposed.

1.  ADMISSIBLE EVIDENCE

1. The Buyer accepts that only the data recorded and stored by the Company under reasonable conditions of security constitute satisfactory evidence of all the actions carried out by the Buyer in the Store or on the Platform. 

1. FORCE MAJEURE

1. Neither Party shall be deemed to have failed to fulfill its contractual obligations to the extent that their performance is delayed, hindered, or prevented by a force majeure event..

2. The Party affected by the force majeure event shall provide the other Party with a Notification within seven (7) working days following the date on which it became aware of the event which it considers to be force majeure.

3. Shall only constitute force majeure the events which areunforesseable, irresistible and not caused by the Party who alleges to be adversely affected by it.

4. The Parties shall consult each other within thirty (30) calendar days following the receipt of the aforementioned Notification by the relevant Party and shall assess the consequences of such force majeure event with a view at agreeing upon the terms of discharge of their respective obligations under these GTC and relevant Purchase. If the force majeure event continues for a period of more than thirty (30) consecutive calendar days, these GTC may be terminated without delay by the most diligent Party who shall send a Notification to the other Party. Neither Party shall be liable to pay a compensation to the other in case of termination of these GTC or a Purchase by reason of force majeure.

1. AMENDMENTS

1. Without prejudice to the amedments that the Company is authorized to make in its sole discretion, any amendment to these GTC may only be proposed by and effectuated by the Company.

1. NO WAIVER – PARTIAL NULLITY

1. Failure by a Party to enforce any provision of these GTC shall not be construed as a waiver by such Party from exercising such rights..

2. In the event that any provision of these GTC becomes invalid or of no effect, the validity of the remaining provisions shall remain unaffected.

1. APPLICABLE LAW AND COMPETENCE

1. These GTC are governed by French law.

2. Any dispute arising from or in connection with the validity, performance, interpretation, expiry and/or termination of  these GTC (the "Dispute") shall be referred to the exclusive jurisdiction of the relevant French court.

3. Notwithstanding the foregoing, in accordance with Articles L. 612-1 and seq.of the French Consumer Code (Code de la Consommation), the Buyer is hereby informed that, in the event of a Dispute, he/she/it has the rightto first refer such Dispute to a consumer mediator with a view at resolving it amicably.

4. Prior to any referral to the mediator, the Buyer must send a Notification to the Company requesting that the Dispute be resolved amicably. If after a period of one (1) month following the receipt by the Company of such Notification, the Buyer does not receive a Notification in response from the Company or is not satisfied with the solution proposed by the Company in the Notification in response, he/she/it may refer the matter to a mediator.

5. In the event of any discrepancy between the French version and this English version of these GTC, the French version shall prevail.

1. MISCELLANEOUS

1. The Buyer shall not assign or otherwise transfer, any of his rights and obligations under these GTC to any third party.

 

APPENDIX 1

Terminology Equivalents

APPENDIX 2

LEGAL NOTICE

The Company's contact details are:

Manse Liquidité SAS

33 rue La Fayette

75009 Paris

Email: shop@royaltiz.com

For any questions and/or complaints, the Buyer can contact the Seller using the above contact details. The Seller will make its best efforts to respond to the Buyer as soon as possible.

The Buyer also has the option to use the contact form available in the Support section of the Platform.

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The Store is published by Mr. Kevin Crouvizier, President of the Company - and is hosted by Amazon Web Services EMEA SARL, located at 38 avenue John F. Kennedy, L-1855, Luxembourg.

 

APPENDIX 3