TERMS AND CONDITIONS OF SALE
The present terms and conditions of sale are effective between:
• On the one hand, Hanakai, a simplified joint stock company with share capital of €357,894, registered with the Paris Trade and Companies Register under number B 752 708 206, having its registered address at 18 rue Soleillet, 75020 Paris (hereinafter referred to as " Hanakai Studio ") and
• On the other hand, any non-professional buyer who wishes to purchase one or several items among those offered for sale on Hanakai Studio’s website at http://www.prodigythegame.com (hereinafter referred to as the "Buyer").
Hanakai Studio is the editor of an official website which offers for sale several items bearing Hanakai Studio’s trademark (hereinafter referred to as the "Item(s)") to non-professional Buyers. This website is accessible on the internet at the following address: http://www.prodigythegame.com.
Items are related to the game entitled "Prodigy" developed by Hanakai Studio and whose release date has been set in the last quarter of 2015.
The present terms and conditions (hereinafter referred to as the "Terms and Conditions of Sale") govern without any restrictions the sales of Items by Hanakai Studio via the Prodigy online store at www.prodigythegame.com (hereinafter referred to as the "Site ").
Article 1 – Scope – Buyer’s acceptance
The Terms and Conditions of Sale govern the sales of Items which are purchased on the Site by any person acting as a non-professional Buyer and provide the conditions applying to orders, payments, deliveries and management of any returns of ordered Items.
According to articles L.111 -1 and L.111 -3 of the French Consumer Code, the essential characteristics and prices of Items which are sold online are available on the Site.
In addition, the Buyer receives information provided for in article L.121-18 et seq of the French Consumer Code, prior to and after any sale, including via the present Terms and Conditions of Sale.
The Buyer declares having read the Terms and Conditions of Sale and having accepted them by checking the box "I accept the Terms and Conditions of Sale" before validating the ordering process online, so that all orders on the Site necessarily imply the Buyer’s irrevocable acceptance, without restriction nor reservation, of the Terms and Conditions of Sale. The Terms and Conditions of Sale may be subject to modifications; applicable terms and conditions are those in effect on the Site on the date of the order.
The parties agree that the Terms and Conditions of Sale shall prevail over any other document that could bind them.
Article 2 - Placing orders - Items
Any order placed on the Site implies the formation of a distance sales contract between the Buyer and Hanakai Studio. To place an order, the Buyer selects his or her chosen Items by adding them in his or her "Cart ". This selection only becomes an Order when the Buyer validates the Items contained in the "Cart ", by a "click" on the icon provided for this purpose; the Buyer may proceed at any time to any removal of Items from the "Cart ". The Buyer is informed that all selected items which are not validated remain available for sale to other Buyers and that Hanakai Studio does not give any warranty that the price of an Item will remain the same if selection of the items is not followed by validation; the applicable price is the one in effect at the time of validation by the Buyer of his or her order.
Under his or her sole responsibility, the Buyer commits himself or herself to keep his or her account’s identifiers confidential and never disclose them to third parties. Accordingly, any purchase made with these identifiers will be deemed to have been made by the Buyer as the sole holder of these identifiers. In the event of loss, theft or unauthorized use of his or her password, the Buyer shall immediately inform Hanakai Studio by sending an e-mail to firstname.lastname@example.org.
The Items which are offered for sale on the Site are described and presented with the utmost precision (specifications, illustrations, content ...). The photographs and/or graphic designs presented on the Site are subject to Hanakai Studio’s particular attention. However, these elements are only indicative and Hanakai Studio shall not be held liable for any discrepancy between these photographs/designs and the Items, and such discrepancy shall not call into question the validity of an order. The Buyer is invited to refer to the description of each Item in order to know their properties and characteristics, the selection and purchase of an Item being under the Buyer’s sole responsibility.
The Offers of Items, which are valid while they are visible on the Site, remain within the limits of available stocks, it being specified that the information concerning the availability of Items is provided when the order is placed. If it turns out that despite Hanakai Studio’s carefulness, the Items which have been ordered are no longer available, Hanakai Studio shall inform the Buyer by any means (telephone or email) as soon as possible and reimburse to the Buyer the price he or she might have paid. Hanakai Studio shall not in any case be held liable for any shortage or unavailability of Items.
The sale will only be considered final after Hanakai Studio has sent the Buyer a confirmation email of its acceptance of the order and Hanakai Studio has cashed the full price of the Order. The Buyer formally accepts the use of email for confirmation by Hanakai Studio of the content of his or her order.
The Buyer may track his order on the Site and contact Customer Service by sending an email to email@example.com.
Hanakai Studio and the Buyer agree that the emails and automatic recording systems (including all connection data) used on the Site shall have full evidentiary value and shall be used as proof by the parties with respect to the nature and date of the order .
Failure by the Buyer to comply with the obligations provided in the present Terms and Conditions of Sale, in particular any incident concerning the payment of an order, may result in the suspension of access to the Site’s store or possibly termination of the Buyer’s registration in the customer database according to the seriousness of the offence, without prejudice to any damages that could be requested by Hanakai Studio. Consequently, Hanakai Studio reserves the right to refuse to meet the orders of a Buyer with whom such a dispute would exist until resolution of said dispute, and also in cases in which the order would present an abnormal or abusive nature.
Article 3 - Rates and Payment
Prices on the Site are in Euros or Dollars. Prices in Euros include VAT (all taxes included).
Prices do not include delivery costs; the price of delivery costs, including VAT, as they appear on the Site and of which the Buyer will be notified before final registration of the order, are added to the total price of the order.
Items will be charged based on the rates which are in effect when the order is validated by the Buyer.
Hanakai Studio reserves the right to change prices at any time. Applicable prices are those in effect when the order is validated. When they place an order, Buyers are asked to ensure that the prices of Items to which they refer correspond to the prices appearing on the Site’s updated pages and not on an outdated page which they would have accessed via an internet search in “Cache” mode.
The Prodigy online store uses the e Commerce solution Cyberplus Payment provided by Banque Populaire.
After registration of the order and his or her delivery address, the Buyer chooses to pay online by clicking on Paypal’s logo, AMAZON Payment or the appropriate payment card’s logo (CB, Visa, Eurocard/Mastercard, American Express) displayed on the Site. A link is then created with the payment server, Cyberplus Payment which manages the various stages of the transaction according to a protocol of secure exchanges which encrypts information ( SSL : Secure Socket Layer).
The price of Items, including delivery costs, is entirely due when the order is made. The order placed on the Site shall be paid by the Buyer directly and securely online. Delivery of ordered Items will take place after they have been fully paid and when such Items are available, with the understanding that, in any case, Hanakai Studio KEEPS OWNERSHIP OF ORDERED AND DELIVERED ITEMS UNTIL THEY HAVE BEEN FULLY PAID (PRINCIPAL AND INTERESTS).
All connection costs to the Site, including connection to the customer service, as well as the cost of any telephone conversation including any additional cost incurred by the operator and also the cost of postage on any letter sent to Hanakai Studio for whatever reason are at the Buyer’s expense.
Article 4 - Delivery - Transfer of Risks
Delivery is only available in France and in the other countries of the Euro zone, as well as in the UK, the USA and Canada.
The Item(s) purchased by the Buyer will be delivered around the date specified in the product description. Prodigy is a product which is currently under development, so that availability and delivery dates are given for information purposes only.
Items will be sent to the delivery address that the Buyer has indicated during the ordering process.
The Buyer shall bear the consequences (delay in the delivery, impossible delivery, additional transport costs...) arising from erroneous and/or incomplete information provided by him or her in view of the delivery.
Similarly, in the event that the delivery would require the payment of customs duties, these will be paid by the Buyer.
In case of significant delay in the delivery, which is not justified by an event of force majeure as defined by French case law or which is not due to a strike regardless of its cause, the Buyer may request cancellation of the sale by registered mail sent to Hanakai Studio- www.prodigythegame.com - Customer Service - 18 rue Soleillet 75020 PARIS. The Buyer will then obtain reimbursement of the price he or she paid within a maximum of thirty (30) calendar days.
Except in special cases or in cases of unavailability of one or more Items, the ordered Items will be delivered altogether.
Unless otherwise provided in a “public order” provision which would apply to the Buyer as a consumer, the Buyer shall not refuse Items, in whole or in part, on the grounds that delivery would be incomplete.
Deliveries are made by an independent carrier.
Receipt of the Items which have been ordered, confirmed by the signature of the Buyer or any other authorized recipient on the delivery form, operates a transfer of risks to the Buyer.
The Buyer is under strict obligation to check the delivery for possible damage or loss which might have occurred during transport and, if so, to notify the carrier of the usual reservations within forty-eight (48) hours and send a copy of such a notification to Hanakai Studio by fax or email, confirmed by registered mail.
In case Hanakai Studio delivers by mistake other Items than those ordered by the Buyer, or in case Hanakai Studio would make a mistake in the order, said Items shall be returned by the Buyer with their delivery form within thirty (30) days of receipt to the following address: Retour Hanakai Studio - 18 rue Soleillet 75020 PARIS. Hanakai Studio will pay the cost of such returns.
Article 5 - Right of withdrawal
The Buyer shall have a period of fourteen (14) calendar days, starting from the date of receipt of the ordered Items, to exercise his or her right of withdrawal without having to give any reason whatsoever or pay any penalties, and will be able to return the Items to Hanakai Studio - 18 rue Soleillet - 75020 PARIS, and be reimbursed. The Buyer will be able to return the Items within the aforementioned period, the date mentioned on the delivery form being binding, subject to the following conditions:
a) Items must be returned undamaged and in their original condition, in their original packaging, complete, with their tags still on and intact. Right of withdrawal shall not be exercised if the Items are damaged or deteriorated by the Buyer.
b) Items must be returned with the return form which was included in the package and the delivery form, at the following address: Retour Hanakai Studio - 18 rue Soleillet 75020 PARIS .
Hanakai Studio recommends to Buyers to subscribe a package tracking option in order to avoid any inconvenience in the event of loss or theft of Items during return shipping.
c) The amounts paid by the Buyer, including delivery costs, will be fully refunded either via a bank transfer to the account specified for this purpose by the Buyer, or by crediting the card used for the order, or via a cashier's check, within a maximum of thirty (30) days after the Buyer has exercised his or her right of withdrawal. An email confirming the reimbursement will be sent to the Buyer. The Buyer will pay return costs.
d) The Buyer will be able, if he or she so wishes and upon Hanakai Studio’s proposal, to opt for another method of reimbursement via a credit note or a coupon.
e) In case only some of the Items are returned, shipping costs will not be reimbursed by Hanakai Studio since the Buyer was able to benefit from the delivery service for the kept Items, and since shipping rates do not depend on the volume of Items ordered.
f) In case Items are returned after the withdrawal period of fourteen (14) days or if they are returned within the withdrawal period but appear to have been damaged or deteriorated by the Buyer, he or she will not be refunded and will be informed that the Items remain available at Hanakai Studio’s warehouse for a period of one (1) month. Upon request of the Buyer, these Items may also be returned to him or her at his or her expense.
It should be noted that, whoever is the final recipient of the Items purchased by the Buyer, the right of withdrawal shall only be exercised by the Buyer.
Article 6 - Data Protection
The Buyer undertakes that the information requested on his or her personal situation is correct.
The Buyer is informed that information in connection with his or her order is subject to automatic data processing. Hanakai Studio undertakes that the processing of the Buyer’s personal data has been declared at the French Commission on Information Technology and Liberties (CNIL).
Numéro de déclaration à la CNIL : 1763809 v 0
According to the French Data Protection Act N°78-17 of January 6th 1978, as amended by the Act of August 6th 2004, it should be noted that nominative personal data requested from the Buyer are needed in order to process his or her order and are intended for internal use by Hanakai Studio which may transmit them to third parties such as carriers or banks so that the processing of the Buyer’s orders can be properly carried out. Hanakai Studio can also use this data to send offers to the Buyer, provided he has obtained his or her prior approval. As provided by law and applicable regulations, with regard to information concerning the Buyer, he or she has a right of access, modification and removal, which can be exercised by contacting customer service by phone: 09 66 81 06 77 or by email: firstname.lastname@example.org.
Hanakai Studio may have to request documents from the Buyer (Credit card holder’s ID, proof of address, etc...). In case the Buyer would refuse to communicate such documents or information, Hanakai Studio will be able to cancel the order and reimburse the Items.
In case an invoice is not paid because of the fraudulent use of a credit card and in case the Buyer makes any irregular or false declaration, the Buyer’s details related to said payment will be registered in Hanakai Studio’s delinquency file.
Article 7 - Intellectual property
The Site and each of its components, including but not limited to, texts, images, photographs, illustrations, sounds, music, videos and the underlying technology are, unless otherwise provided, the exclusive property of Hanakai Studio or its partners. Therefore, according to the provisions of the French Intellectual Property Code and international conventions, any reproduction or representation, including any downloads and any transmission by any means whatsoever, full, partial and / or modified, of the Site or of any of its components, is prohibited. The same applies to adaptations or translations.
However, it is possible to download a copy of the documents on a computer for the Buyer’s personal use and solely for non-commercial purposes provided no modifications are made to the information contained on the Site, and all copyrights and other proprietary notices remain intact. Any modification of the documents or any use of these documents for non-personal purposes violates the aforementioned intellectual property rights.
Any hypertext link to the Site using framing or in-line or deep linking is strictly prohibited. In any case, any link shall be removed immediately upon Hanakai Studio’s request.
The corporate names, trademarks, designs, logos and distinctive signs appearing on the Site are legally protected; any reproduction, representation or use of all or part of these elements, in any way and for any purpose whatsoever, is strictly prohibited. According to laws in force, no person shall, under penalty of prosecution, reproduce or represent, in whole or in part, the above elements which belong to Hanakai Studio, including when they are part of one or more Items that the person purchased or saw. It is also prohibited to transmit information to third parties allowing total or partial reproduction of these elements, in which case the person would be complicit in the offence.
Article 8 – Complaints
Without prejudice to any actions taken against the carrier, complaints made regarding the Items’ visible defects will only be accepted provided they are made in writing and sent by registered mail to Hanakai Studio - www.prodigythegame.com Site - Customer Service - 18 rue Soleillet- 75020 PARIS or by email to the following address: email@example.com with all relevant evidentiary documents, within twenty -one (21) days of the date of receipt of the Items. After this period and failing to deal with these formalities, the Items shall be considered as without defect and no further claim shall be validly accepted by Hanakai Studio.
Hanakai Studio will replace as soon as possible and at its own expense, the Items which show visible defects and whose return was accepted when it has observed, once they are returned, that they do show visible defects. The Buyer can ask to have the said Items reimbursed. In case a Buyer has decided in favor of reimbursement, the Item will be reimbursed within seven (7) days from the reception by Hanakai Studio of the returned Item.
Article 9 - Guarantees
Hanakai Studio does not guarantee in any way that (i) Item(s) will meet all requirements of the Buyer, (ii) and that the site will be continuously available without interruption or error.
Hanakai Studio’s liability hereunder is strictly limited to direct damages resulting from the sale of the Items. Accordingly, Hanakai Studio’s liability is limited to the replacement of defective Item(s) or their repair, and no other damage can be claimed by the Buyer. In any case, Hanakai Studio’s liability, for any reasons whatsoever, shall not exceed the cost of defective or damaged Item(s).
Indeed, Hanakai Studio excludes any other liability, on any basis whatsoever, for indirect damages such as loss of profit, commercial or pecuniary loss, increase in general expenses, the consequences of a third party’s action, or loss of opportunity, having their origin or resulting from the sale or lack of sale of one or several Item(s).
However, under current regulation, Hanakai Studio is subject to the provisions of Articles L.211- 4, L.211 -5 and L. 211-12 of the French Consumer Code and articles 1641 and 1648 of the French Civil code:
- Article L 211-4 of the French Consumer Code :
“The seller is required to deliver a product which conforms to the contract and is held liable for any lack of conformity which exists upon delivery.
It is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if it assumed responsibility therefore or had it carried out under its responsibility.”
- Article L 211-5 of the French Consumer Code :
“To conform to the contract, the product must:
1. Be suitable for the purposes usually associated with such a product and, if applicable:
- correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model;
- have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or its representative, including advertising and labeling;
2. Or have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to”.
- Article L 211-12 of the French Consumer Code :
“Action resulting from lack of conformity lapses two years after delivery of the product”.
- Article 1641 of the French Civil Code :
“A seller is bound to a warranty on account of the latent defects of the thing sold which render it unfit for the use for which it was intended, or which so impair that use that the buyer would not have bought it, or would only have given a lesser price for it, had he known of them”.
- Article 1648 of the French Civil Code :
“The action resulting from redhibitory vices must be brought by the buyer within a period of two years following the discovery of the vice.
In the case provided for in Article 1642-1, the action must be brought, under penalty of being time-barred, within the year following the date on which the seller may be discharged from patent defects”.
It should be mentioned that the above warranties do not apply to normal wear and tear of certain parts of the articles or of articles as a whole nor in case of professional or public use nor to damage caused by external causes.
Article 10 - General
Any payment , correspondence, information or complaint from the Buyer with respect to the Site and/or any order placed on the Site shall be sent, at the Buyer’s expense, to the following address : Hanakai Studio - Site www.prodigythegame.com - Customer Service - 18 rue Soleillet 75020 PARIS - France – or otherwise, to the following email address : firstname.lastname@example.org.
Hanakai Studio acts as an independent trader and under its sole responsibility in its relationship with Buyers.
All orders, regardless of the country of delivery, are governed by the Terms and Conditions of Sale.
Moreover, the language of the present Terms and Conditions is French. In case of difficulties in interpreting the Terms and Conditions, the parties should refer to the French text.
The Buyer is informed that Hanakai Studio shall keep all contracts whose amount is greater than or equal to one hundred twenty (120) euros under an electronic format for a period of ten (10) years and that he or she can consult said contract by sending a request by email to email@example.com.
Concerning the use of the Internet, Hanakai Studio cannot be held liable for any break in the service, computer viruses or external intrusions or more generally in cases of force majeure.
Article 11 - Governing law - Disputes
The Terms and Conditions of Sale are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods signed in Vienna on April 11th 1980 shall not apply to international sales. All disputes which may arise from the Terms and Conditions of Sale, regarding their validity, interpretation or implementation and, more generally, any dispute regarding sales made via Hanakai Studio’s online shop and which could not be solved amicably, shall be submitted to the French courts ‘jurisdiction under conditions of ordinary law.
In cases in which legislation or regulations admit the application of jurisdiction clauses appointing certain courts, the only competent courts shall be those within the jurisdiction of the Paris Court of Appeal.