Terms of sale

B2B GENERAL TERMS AND CONDITIONS OF SALE
Digital products - France and international
Version 1.4

Preamble
These General Terms and Conditions of Sale (the “Terms”) govern sales of digital products made by Joëlle BREDA, a sole trader operating under the trade name Facility Mediation, through the store available at https://facility-mediation.com.
The offers and products presented on the store are intended exclusively for CLIENTS acting in the course of and for the purposes of their professional activity. Any order placed for personal or private purposes, or for purposes unrelated to a professional activity, is prohibited. A person acting as a consumer or non-professional is not eligible to purchase.

Article 1 - Seller identity
Joëlle BREDA, sole trader (EI), trade name Facility Mediation
Address: A03, 10 impasse du Prat, 31170 Tournefeuille, France
SIREN: 753 358 571 - SIRET: 753 358 571 00036
VAT: exemption from VAT - VAT not applicable, Article 293 B of the French General Tax Code
Email: contact@facility-mediation.com - Telephone: 06 42 64 76 35

Article 2 - Scope and professional capacity
These Terms apply exclusively to any order placed on the store by a legal entity or an individual acting in the course of and for the purposes of a professional activity (“CLIENT”). The CLIENT warrants that the purchase is made for professional purposes and that the CLIENT is not acting for personal or private purposes, or as a consumer or non-professional.
The representative placing the order declares that they have the authority required to bind the identified entity. Facility Mediation may request any evidence reasonably necessary to verify identity, activity, address, registration number or the representative’s authority.
Facility Mediation may refuse, suspend or cancel an order for as long as professional capacity or the representative’s authority has not been sufficiently established. Inaccurate declarations by the CLIENT may justify suspension of access to the products, without prejudice to Facility Mediation’s rights.

Article 3 - Contract documents and order of precedence
The contractual relationship consists of the following documents, in descending order of precedence:

1. any special terms, quotation or purchase order expressly accepted, where applicable;
2. the product page and order summary for the product-specific characteristics, price and ordered scope;
3. these Terms;
4. the licence applicable to the product.

In the event of inconsistency, the higher-ranking document prevails. The licence specifies the rights of use without extending commercial characteristics or service commitments that do not appear in a higher-ranking document.

Article 4 - Digital products
Facility Mediation sells QHSE documentary resources, templates, workbooks, guides, visual materials, tools and other digital content. The essential characteristics, formats, language, content, compatibility, access conditions and any limitations are described on the product page or in the order.
The products are documentary and methodological foundations intended to be adapted to the CLIENT’s context. They do not constitute individualised legal, tax, medical or technical advice and do not guarantee automatic compliance, any audit outcome, or the obtaining or maintenance of certification.
Before ordering, the CLIENT checks that the required formats, software, versions, equipment and skills are compatible with its environment.

Article 5 - Prices and taxes
The applicable price is the price displayed when the order is confirmed or stated in the quotation or special terms. Unless otherwise stated, prices are expressed in euros.
As at the date of this version, Facility Mediation benefits from the French VAT exemption scheme. VAT is not charged: “VAT not applicable, Article 293 B of the French General Tax Code”.
For international or intra-Community transactions, tax treatment depends in particular on the country of establishment, the CLIENT’s status, the nature of the transaction and the applicable mandatory rules. Facility Mediation may request a valid VAT number or professional identifier where that information is necessary. Any tax legally due is applied or stated in accordance with the applicable treatment.

Article 6 - Ordering process and formation of the contract
Before confirming the order, the CLIENT can review the product details, total price and information provided, and correct any errors.
Validation of the order requires:

• accurate and complete professional information;
• confirmation that the purchase is made exclusively for professional purposes;
• express acceptance of the applicable Terms and licence;
• confirmation of the authority to bind the identified organisation;
• payment, unless special payment terms have been accepted.

The submitted order constitutes a firm offer by the CLIENT. The contract is formed when Facility Mediation sends confirmation that the order has been accepted. A purely technical acknowledgement of receipt does not constitute acceptance where it expressly states otherwise.
Facility Mediation may refuse or cancel an order before delivery in the event of B2B ineligibility, inconsistent information, suspected fraud, an obvious pricing error, product unavailability or technical impossibility. Any amount already collected in respect of a cancelled order is refunded.

Article 7 - Payment
Unless otherwise agreed in writing, payment is due in full at the time of ordering using one of the methods displayed at checkout. The transaction is processed by the payment provider identified at the time of payment; Facility Mediation does not retain the full payment-card number.
If payment is declined, expires, is cancelled or disputed, the order and delivery may be suspended. An unjustified or fraudulent payment dispute may result in suspension of access and of the licence, after the CLIENT has been informed.

Deferred payments agreed in writing
Where deferred payment is expressly accepted, the due date is stated on the invoice. Any amount unpaid on the due date automatically and without prior reminder bears penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points. The applicable rate is that in force on 1 January for the first half-year and on 1 July for the second half-year. A fixed recovery-cost indemnity of EUR 40 is also due. Additional compensation may be claimed upon evidence where the costs incurred exceed that amount.

Article 8 - Invoicing
An invoice is issued for each professional order. The CLIENT provides the information required for issue: identity or legal name, address, billing address, professional registration number and, where applicable, VAT number.
The invoice is sent or made available electronically through the channel configured by Facility Mediation and, where required by law, through an approved platform. The CLIENT is responsible for the accuracy of its information and promptly reports any invoicing error.

Article 9 - Digital delivery
Products are delivered exclusively in digital form. No physical shipment is made.
Subject to validation of professional eligibility, acceptance of the order and confirmation of payment, delivery takes place through the channel stated on the product page or in the order confirmation: secure link, status page, email, download or access to a digital space.
The CLIENT must download, check and back up the files as soon as they are made available. The period for which a link remains available, the number of downloads or the duration of access are those displayed on the product page, in the order or in the delivery message. Where no specific indication is given, Facility Mediation may reissue access after verifying the order, to a reasonable extent.
Any failure to deliver, incorrect product, corruption or inability to open a file must be reported promptly to contact@facility-mediation.com with the order number and useful technical information, excluding complete banking data.

Article 10 - B2B cancellation and refunds
Professional orders are firm and final once accepted, subject to the cases of cancellation, correction, replacement or refund expressly provided for in these Terms or in the special terms.
Before delivery, a cancellation request may be accepted as a commercial gesture at Facility Mediation’s sole discretion. After delivery or opening of access, no refund is due solely because the CLIENT changes its mind, selected the wrong product or does not use the product.
Facility Mediation nevertheless reviews a request based on duplicate payment, non-delivery that has not been remedied, an incorrect product that has not been replaced, a technically unusable file that has not been repaired or replaced, or any applicable legal obligation. Correction, replacement or reissue of access are the primary remedies where they enable proper performance.
Any accepted refund is made in accordance with the B2B Commercial Cancellation and Refund Policy and results in termination of the rights of use relating to the refunded product.

Article 11 - Licence and intellectual property
The purchase does not transfer any intellectual property rights. It grants a non-exclusive, non-assignable and non-transferable licence to use the product within the scope defined by the applicable licence, product page and order.
In particular, the CLIENT must not resell, sublicense, make publicly available, distribute to unauthorised third parties, exploit competitively or remove proprietary notices, subject to the rights expressly granted.

Article 12 - CLIENT obligations
The CLIENT is in particular required to:

• provide accurate professional and billing information;
• preserve the confidentiality of its credentials, links and files;
• comply with the licence scope and third-party rights;
• adapt, check and validate the products before operational use;
• make the necessary backups;
• comply with the laws, regulations, standards and procedures applicable to its activity;
• not introduce unlawful, malicious or excessive data into the tools or materials.

Article 13 - Support, corrections and updates
Support, customisation, training, updates and new editions are included only where expressly stated on the product page, in the order or in the special terms.
Unless expressly undertaken, the purchase does not include free and unlimited updates. A regulatory, standards-related, technical or software change occurring after delivery does not automatically result in provision of a new version.

Article 14 - Confidentiality
Each party protects information identified as confidential or whose confidential nature reasonably results from its nature, and uses it only for performance of the contractual relationship. This obligation does not cover information that is public, already lawfully known, legitimately obtained from a third party, or required to be disclosed by law or a competent authority.
Information may be disclosed to employees, advisers and service providers who need to know it, subject to appropriate confidentiality obligations. The obligation continues during the contractual relationship and for five years after it ends, without time limit for trade secrets for as long as they retain that status.

Article 15 - Personal data and cookies
The processing of personal data in connection with the website, professional accounts, orders, payment, invoicing, delivery and support is described in the Privacy and Cookies Policy.
The mere sale of files, without Facility Mediation having access to data inserted into them by the CLIENT, does not make Facility Mediation a processor of that data. Where a separate service leads Facility Mediation to process personal data on behalf of the CLIENT, the parties determine their roles and, where necessary, enter into an agreement compliant with Article 28 of the GDPR.

Article 16 - Delivery conformity and technical complaints
Facility Mediation undertakes to make available the product identified in the order, in the announced formats and according to the announced characteristics. In the event of a proven technical defect attributable to the delivered file, Facility Mediation may correct the file, replace it or reissue access within a reasonable period.
The following do not, in themselves, constitute a defect attributable to Facility Mediation: use of software or a version that is incompatible and was not announced as supported, a modification made by the CLIENT, lack of customisation, an error in data entered by the CLIENT, or use of the product outside its scope.

Article 17 - B2B liability
Each party is liable for direct, certain and foreseeable loss caused to the other by a proven breach of its obligations.
Facility Mediation is not liable for decisions, adaptations, data, ratings, validations, implementation or updates for which the CLIENT is responsible, or for use of the product without appropriate review. It does not guarantee any certification, audit, regulatory-compliance or standards-compliance outcome.
Subject to mandatory rules, Facility Mediation is not liable for indirect loss, loss of business, turnover, opportunity, clientele, reputation or data where such loss is not the direct and foreseeable consequence of the established breach.
No provision may exclude or limit liability in the event of fraud or gross negligence, personal injury, or deprive an essential obligation of its substance. Any monetary cap must be expressly provided for in the special terms or be subject to specific legal validation.

Article 18 - Force majeure
Neither party is liable for a failure caused by an event meeting the conditions of force majeure within the meaning of Article 1218 of the French Civil Code. The prevented party informs the other as soon as possible and takes reasonable measures to limit the effects of the event.
If the impediment continues for more than thirty days and makes performance permanently impossible, either party may terminate the affected part of the contract by written notice, without prejudice to services already performed.

Article 19 - Suspension and termination
Facility Mediation may suspend delivery, access, support or the licence in the event of non-payment, suspected fraud, a security breach, unauthorised distribution or a serious breach of the licence. Except in an emergency or in the case of an irremediable breach, the CLIENT is informed and has fifteen calendar days to remedy the breach.
If the breach is not remedied within that period, the non-defaulting party may terminate the relevant contract by written notice. Termination does not affect amounts due, accrued rights or provisions intended to survive, including those relating to intellectual property, confidentiality, liability, evidence and disputes.

Article 20 - Complaints and amicable resolution
Any complaint must be sent to contact@facility-mediation.com or by post to Joëlle BREDA EI - Facility Mediation, A03, 10 impasse du Prat, 31170 Tournefeuille, France, stating the order number and relevant facts.
The parties seek an amicable solution before any court proceedings. They may agree in writing to use mediation or conventional conciliation exclusively between professionals.

Article 21 - Governing law and jurisdiction
The Terms and orders are governed by French law, subject to any mandatory rules that may apply to an international transaction.
Failing amicable agreement, disputes fall within the subject-matter and territorial jurisdiction of the courts determined under the ordinary rules of law. A jurisdiction clause departing from those rules applies only where its legal conditions are satisfied and it has been accepted in a very prominent manner.

Article 22 - International B2B sales
An international CLIENT provides its country of establishment, legal identity, address, registration identifier and, where applicable, VAT number. Facility Mediation may limit the countries available or suspend an order where tax, regulatory, payment or delivery conditions have not been sufficiently established.
The CLIENT complies with the rules on digital imports, economic sanctions, export controls and professional use applicable in its jurisdiction. Facility Mediation remains responsible for its own mandatory obligations as seller.
The validated French version is the master legal source. Any English version is a faithful adaptation; in the event of divergence, the French version prevails to the extent permitted by applicable law.

Article 23 - General provisions and amendments
The invalidity or unenforceability of a provision does not affect the remaining provisions. Failure to exercise a right immediately does not constitute a waiver.
The version of the Terms applicable is the version accepted at the time of the order. Any new version applies only to subsequent orders, unless expressly agreed or otherwise required by law. Facility Mediation retains evidence of the version accepted.