By and between:

• Onohome, a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5,000, having its registered office at 1 Rue Beaujon and 14 Avenue Friedland, 75008 Paris, registered with the Paris Commerce and Companies Registry under the number 888 576 659, represented by Mr. Laurent Taieb, acting in his capacity as Chairman, duly authorised to execute this Agreement,
  • Hereinafter the “Service Provider”,
    Party of the first part,
    And
• Any professional user acting exclusively in the pursuit of his/her own commercial activities, who peruses the www.onohome.com website (hereinafter the “Site”) and/or makes any purchase from Onohome (hereinafter the “User” or the “Client” or the “Buyer”).

It has been agreed as follows:

Recitals

Onohome is a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5,000, having its registered office at 1 Rue Beaujon and 14 Avenue Friedland, 75008 Paris, registered with the Paris Commerce and Companies Registry under the number 888 576 659, engaged in the marketing of upscale furnishings and decoration items.

Onohome created a 3D deliverable design tool intended for its Users.

Onohome supplies the deliverables online in 3D form through the www.onohome.com website.

Article 1: Definitions

The capitalised terms and expressions below shall have the following meanings for the purposes of the interpretation and performance hereof:

"Order" means the order of Services by the Client from the Seller;

"Standard Terms of Use" means the standard terms of use set out herein;

"Agreement" means this instrument, including the recitals hereof and the appendices hereto, and any amendment, substitution, extension or renewal hereto or hereof made pursuant to an understanding between the Parties;

"Deliverable" means any and all materials, contents, and items of information, and in particular the views, plans, pictures, whether animated or not, 3D videos, and drawings created or delivered by Onohome at the Client’s request in connection with the Service;

"Price" means the unit value of the Service, which may or may not apply depending on whether the deliverable is charged or free. This will be clearly communicated to the Client before placing the Order;

"Services" means the services offered for sale on the Site;

"Site" means the www.onohome.com online sale website used by the Service Provider to market its Products and Services;

"Validation of the Order" has the meaning specified in Article 7;

"Online Service" means the marketing of the Service Provider’s Services through the Site;

Unless otherwise specified, any references to articles shall be deemed references to the Articles of this Agreement.
Any reference to the singular shall also be deemed a reference to the plural and conversely.
Any reference to a gender shall be deemed a reference to any other gender.

Article 2: Purpose

These Standard Terms of Use (hereinafter the “STUs”) (i) inform any Professional User of the terms and conditions under which the Service Provider (hereinafter “Onohome” or the “Seller”) prepares the 3D deliverables requested by Professional Users, and (ii) set out the rights and obligations of the Parties in connection with the services supplied by Onohome to the Buyer. These Standard Terms of Use apply, without any restriction or reservation, to all services offered by Onohome on its Site accessible through the Internet at the following address: www.onohome.com.

As a consequence, the fact that the Professional User orders any service offered on the Onohome website entails full and entire acceptance of these Standard Terms of Use, which the Professional User acknowledges having reviewed prior to placing his or her Order.

Onohome reserves the right to amend these Standard Terms of Use at any time. However, the Standard Terms of Use applicable to the Order shall be the Standard Terms of Use accepted by the Professional User upon the placement of the Order.

Article 3: Scope

These Standard Terms of Use are reserved solely for Professional Users (as defined by law and case law) acting exclusively on their own behalf and domiciled in Continental France.

Article 4: Coming into Effect – Term

These Standard Terms of Use shall be deemed accepted by the Professional User upon validation of the order by double clicking and shall apply for the duration necessary for the supply of the Services until the expiration of any warranty periods.
The offers of services posted on the Site and governed by these Standard Terms of Use shall be valid for all services so long as the Website shall remain online.

Article 5. Presentation of the services for the supply of 3D Deliverables

Onohome.com intends to supply the following services:

• 3D design and modelling of internal and external areas to allow for better 3D viewing of the contemplated deliverables intended for Professional Users and their Clients;
• Refurbishing, furnishing, and decorating the said 3D areas with materials selected by the Professional User and available on the www.onohome.com website through the Service by means of a broad catalogue of furnishings and decoration items that may be customised, and configuring the dimensions and materials of generic objects;
• Generating refurbished, furnished, and decorated 3D deliverables.

For the avoidance of doubt, it is specified that such 3D deliverables shall not be deemed technical plans or construction drawings, as such plans and drawings are prepared solely by engineering firms or architecture studios. In no event shall such deliverables be deemed opinions issued by an engineering firm.

Furthermore, it is specified that the deliverables shall be deemed indications only; no material, fabric, or dimension can be reproduced perfectly in a deliverable.

Any and all documents requested by the Service Provider for the completion of the services shall be supplied by email upon the placement of the order. The Professional User is hereby informed that no provisions shall be made for travel to the physical site or for physical meetings between the Service Provider and the Professional User, as all services are to be supplied from a distant location.

Article 6. Prices

The prices of the online services on the ONOHOME website, if applicable, are indicated in euro and are clearly communicated to the Professional User before the placement of the Order. Some deliverables may be free, while others may incur a cost. The sale prices of the services may be modified by ONOHOME at any time. Notice of such amendment shall be given to the Professional User prior to any Order. Prices are applicable in connection with distance sales.

The stated prices do not include VAT, which shall be charged upon taking the order and mentioned on the purchase order.

Any change in the applicable VAT rate shall be automatically passed on through the prices of the products sold by ONOHOME on its Site.

Article 7. Orders

7.1. Placement of the Orders

The Professional User shall order the 3D Deliverable(s) of his or her choosing by clicking on “Add to the Basket”.

After the Product has been added, the Professional User may either continue his or her purchases or check the status of his or her orders by clicking on the “See my Basket” button.

At any time, the Professional User may:

• Check the ordered Services and Products,
• Modify or cancel the order,
• Continue to select Services and/or Products,
• Validate the order by clicking on the “Validate my Basket” icon.

7.2. Validation of the order

After examining the ordered Services on the basket recapitulation page, the Professional User cannot validate the order and access the next stage until he or she has reviewed the standard terms of sale and the personal data, and has proved such review by checking the box provided to that end.

7.3. Client Identification

If the Professional User does not already hold an account, then the Professional User must accurately fill in the mandatory fields identified by an asterisk in order to validate the order and, where applicable, create an account. The Professional User shall provide the information required for his or her identification, and in particular a valid email address and a (personal and confidential) password of his or her choosing to be subsequently used to log in to the Site.

The Professional User is responsible for selecting and retaining his or her identification data and must protect the confidentiality of the same. ONOHOME shall in no event be held liable for any misappropriation of an identification code or for any third-party connection to a client account. The supply of the nominative information collected in connection with distance sales is mandatory, as such information is necessary for processing and delivering the order and for preparing invoices. Such information shall be held in strict confidence.

Article 8. Payment

8.1 Price

The price for deliverables, if applicable, will be clearly communicated to the Professional User before the Order is placed. Some deliverables may be provided free of charge.

The price is payable in full upon the placement of the order by the Professional User.

The price due by the Professional User is the amount indicated on the recapitulative purchase order reviewed by the Professional User prior to definitively validating his or her order. Thereafter, the price is confirmed after the payment in the recapitulative document transmitted by ONOHOME by electronic mail to the Professional User’s email address.

Purchases are paid for by means of a payment card.

The currently accepted payment cards are as follows: CB, Visa, MasterCard, JCB, and PayPal.

For payment validation purposes, the Professional User shall be directed to the SogeCommerce secure online payment platform reserved for e-merchants who have executed a VADS agreement with banks.

The Professional User is responsible for recording and printing the payment certificate if he or she intends to retain the relevant banking details and transaction details.

Regarding payments by bank cards, the payment terms shall be as follows:
The transaction shall be immediately debited from the Professional User’s bank card after verification of the card’s data and upon receipt of the debit authorisation from the company that issued the bank card used by the Professional User.

Under Article L. 132-2 of the French Monetary and Financial Code, the undertaking to pay assumed by means of a payment card is irrevocable. By communicating the information related to his or her bank card, the Professional User authorises the Seller to debit the bank card in an amount corresponding to the Price Inclusive of VAT.

To that end, the Professional User confirms that he or she is the holder of the bank card to be debited and that the name appearing on the bank card is actually the Professional User’s name. The Professional User shall provide on the SogeCommerce platform the sixteen digits and the expiration date of the bank card, as well as the visual cryptogram if applicable.

In the event that the Price Inclusive of VAT cannot be debited, the Online Sale shall be immediately rescinded as a matter of law, and the Order shall be cancelled.

The Seller shall take all necessary steps to protect the confidentiality and security of the data transmitted to the www.onohome.com website.

8.2 Storage costs

ONOHOME shall, where applicable, charge additional fees related to the storage of the deliverables.

Article 9. Protection

The www.onohome.com website is protected by one of the most effective security systems. The website adopted not only the SSL (Secure Socket Layer) encryption process but also reinforced all scrambling and encryption processes to protect all sensitive data related to payment methods as effectively as possible.

Article 10. Professional User’s Obligations

The Professional User agrees to supply all information necessary for the preparation of the services by the Service Provider.

The lead times for the transmission of the requested 3D views shall start running only upon receipt of all documents and information necessary for the preparation of the said 3D views.

Any modification to the initial request or any provision of additional information that induces material changes to the services in progress shall result in the preparation of a quotation and/or additional charges.

Additional information may be requested by the Service Provider during the preparation of the project. Any failure to supply or any delay in supplying the requested information may lead to lead time extensions, for which the Service Provider shall not be held liable.

Article 11. Service Provider’s Liability

11.1 The Services are designed to support the Professional User in the selection of options for the design and fitting of internal and external areas through a simulation in the form of 3D views. ONOHOME shall use its best endeavours to meet the Professional User’s expectations.

The Service Provider shall make its best efforts to prepare one or more 3D deliverables that best meet the Professional User’s expectations, taking into account any technical fitting constraints and possibilities.

In this respect, ONOHOME is subject only to a best-efforts obligation and is not subject to an obligation to achieve a specific result.

ONOHOME cannot guarantee that the Professional User will be fully satisfied, particularly regarding the aesthetic and/or functional aspects of the delivered Services and Deliverables.

The services and deliverables provided by the Service Provider cannot be considered technical plans or construction drawings, as ONOHOME does not act in the capacity of an architect.

Moreover, the Professional User acknowledges that the Services and Deliverables provided based on the information communicated by the Professional User serve only as a tool to assist in designing and fitting internal and external areas. They do not replace plans, analyses, technical studies, estimates, and tests conducted by specialised professionals or experts.

Thus, the Professional User acknowledges that the choices made based on the Services and Deliverables provided by ONOHOME and the implementation of the project are solely the Professional User’s responsibility. ONOHOME cannot be held liable for any choices or decisions made by the Professional User or any third party based on the Services and Deliverables provided or for the execution of the project in question.

ONOHOME shall not be liable for any damage resulting from:

• Inaccurate, incomplete, or non-conforming information or images provided by the Professional User;
• Use of the Services and Deliverables under conditions not in accordance with these Standard Terms of Use;
• Temporary or total unavailability of the Services due to technical reasons related to telecommunications networks and/or the Internet;
• Malfunction or incompatibility related to the Professional User’s hardware, software, or Internet connection;
• Any decision or construction based on the Services and Deliverables;
• Any event of force majeure.

11.2 In any event and subject to the foregoing, ONOHOME’s liability under the Agreement shall be strictly limited to the direct damage actually suffered and substantiated by the Professional User, excluding any indirect loss, such as lost profits or lost sales. In such an event, ONOHOME’s liability shall not exceed the amount of the order actually paid by the Professional User or, in case of subscription, the amounts paid by the Professional User over the last 12 months.

11.3 Actions of third parties

The Service Provider shall in no event be reproached with, or be held liable for, any contractual breach, delay, hidden defect, or flaw attributable to a third party (in relation to fittings of any nature made following the plans delivered by ONOHOME).

ONOHOME shall in no event be held liable for any damage, delay, or defect directly attributable to the contractor carrying out the works, and the Professional User agrees to take legal action exclusively against the said contractor.

Article 12. Intellectual property

12.1 Contents: the Professional User grants ONOHOME, over the entire term of the Agreement, a non-exclusive licence for the use of all Contents for the supply of the Service. As a consequence, the Professional User authorises in particular ONOHOME to reproduce, represent, adapt, and modify the Contents on any medium and by any process presently known or unknown in order to supply the Service to the Professional User and in order to promote the Services. Such licence is granted without any royalty and for the entire world.

As a consequence, the Professional User represents that he or she holds any and all rights and authorisations necessary for the exploitation, use, and reproduction of the Contents hereunder. In particular, the Professional User represents that, if the Professional User is not the owner of the property concerned, the Professional User is in possession of any and all authorisations required for the exploitation of the visuals supplied by the Professional User. As a consequence, the Professional User represents that the Contents shall in no event infringe on any rights of any third parties, and in particular any intellectual property rights, and the Professional User indemnifies ONOHOME against any action or claim from any third party whatsoever predicated on the use of all or part of the said Contents under this Agreement. In this respect, the Professional User agrees to hold ONOHOME free and harmless against any monetary award and damages that might be claimed from ONOHOME under any court decision or in connection with any settlement, and the Professional User agrees to be responsible for any expenses incurred by ONOHOME for the purposes of its defense.

12.2 ONOHOME is the owner of the ONOHOME trademark and of the Site, as regards their technical, graphic, text components, and other components, subject only to the contents and data supplied by third parties. In particular, the Site can be accessed by means of software applications and databases designed and developed by ONOHOME, and such software applications and databases are owned by or licensed to ONOHOME.

ONOHOME also owns and/or holds rights of use of the Software serving for the supply of the Services.

These Standard Terms do not confer on the Professional User any right of ownership in or to the Site, or its components, the Software, or the ONOHOME trademarks and visuals.

The Professional User is only granted, in a personal capacity and in connection with his or her activity, a non-transferable and non-exclusive right to access and use the ordered Services for the term of the Order, without any right to sub-license the same.

In addition, the Professional User is authorised, when this is possible, to reproduce or represent, by means of a screenshot, all or part of the Deliverables specifically prepared for the Professional User by ONOHOME. In this respect, ONOHOME grants the Professional User a non-exclusive, non-assignable, non-transferable, and non-sublicensable licence for the use of the Deliverables for the Professional User’s personal purposes in connection with the Professional User’s activity. Such licence is granted (i) for the term of the protection of the intellectual property rights for the Deliverables downloaded (where such downloading is possible) by the Professional User on an external medium, and (ii) for a term of two years for any non-downloadable Deliverables hosted by ONOHOME.

Any other use or exploitation not expressly referred to herein is prohibited, unless with ONOHOME’s prior, written, and express consent.

12.3 The Professional User expressly authorises ONOHOME to exploit, for promotional purposes and on any medium, the Deliverables produced on the Professional User’s behalf.

Article 13. Withdrawal right

Under Article L.221-28 of the French Consumer Code, the Professional User shall not hold any withdrawal right in case of any “agreement for the supply of clearly customised goods manufactured according to the user’s specifications” or any “agreement for the supply of digital contents not delivered on a tangible medium, where the performance of such supply commenced after the consumer had given his or her express consent and had expressly waived his or her withdrawal right.”

Absent such withdrawal right, the Professional User may request within 48 hours that the order be cancelled.

In addition, the Professional User may ask that the order be postponed or modified. The acceptance of such a request is subject to the Service Provider’s sole discretion.

Article 14. Data Confidentiality

Under the Act of 6 January 1978 on computers, files, and civil liberties, any nominative information related to Clients may be subject to automated processing.

ONOHOME reserves the right to collect information concerning the Professional Users, including by using cookies for statistical purposes. In no event shall such data be transmitted to third parties.

Under the Act of 6 January 1978, the Professional User has a right of access to, and rectification of, the data concerning the Client.

In connection with the creation of the Client’s account on the Site, the Professional User may choose whether or not to receive offers from the Seller and its partners.

Article 15. Governing law

This Agreement shall be governed by French law.

Article 16. Jurisdiction

Any dispute arising in connection with the formation, interpretation, or performance of this Agreement shall be exclusively brought before the courts within the jurisdiction of the Paris Court of Appeal, even where there are several defendants or in case of third-party claim.