General Terms and Conditions of Service for vendors
General Terms and Conditions of Service for Vendors (GCS)
The present General Terms and Conditions of service for vendors (hereinafter the "GCS") are offered by the company ONE PRISM Sarl registered in the Geneva Trade and Companies Register under the number IDE CHE-135.865.745, whose registered office is located at Rue de la cité 1, 1204 Geneva, Switzerland (hereinafter the "Company"),
1. DESCRIPTION OF THE SERVICE - APPLICABILITY OF GCS
CBD Fields is an online marketplace allowing consumers to be put in contact with Vendors acting exclusively in a professional capacity listed on the platform with a view to purchasing, within the framework of a distance selling, products based on hemp and more precisely on cannabidiol also known as CBD (hereinafter, the "Products").
The Company also offers CBD Fields users the possibility to find a local shop offering CBD and/or CBD Fields listed Products. The Company has listed and geo-located these convenience stores in three categories:
- Local shops offering just an address and a telephone number.
- Local shops offering an address, a telephone number, and a catalogue of Products for consultation only.
- Local shops offering an address, a telephone number, and a catalogue of Products to be consulted or purchased by "Click & Collect" to be collected in the shop.
This last category of shops offers to CBD Fields buyers the possibility to buy their Products listed on CBD Fields and to come and collect them directly in their physical points of sale in "Click & Collect".
The purpose of these GCS is to define all the conditions under which the Company allows professionals acting in the context of their main commercial activity to be listed on CBD Fields and, where applicable, to sell their Products on CBD Fields, whether as part of a distance sale or a "Click & Collect" sale, through the intermediary of the Company (hereinafter, collectively, the "Vendors").
The Vendor declares that it has read and accepted these GCS, which govern the rules applicable to its listing and the sale of Products on CBD Fields. Acceptance of these GCS assumes that the Vendor has full legal capacity or, if acting on behalf of a legal entity, that they hold a power of attorney. The publication of an ad for sale on CBD Fields also implies acceptance of the GCS applicable on the day of publication.
The registration on CBD Fields by a Vendor as well as the publication of any sale ad is therefore considered as acceptance of the present GCS. The Company may update these terms and conditions at any time. Any update or modification of these GCS will be notified to the Vendor at least fifteen days before the new GCS come into force.
2. ACCESS TO CBD FIELDS
2.1 Application to open a Vendor's Store Account
In addition to the acceptance of and compliance with these GCS, the listing of a Vendor on CBD Fields is subject to the prior creation of a "Vendor Store Account".
When applying for an account, the Vendor shall provide information about its identity and professional status, its business activities, and the Products it sells as required on the Vendor Account Information Sheet provided by the Company, or as requested by the Company by any other appropriate means. The Vendor undertakes to provide truthful and accurate information and to keep this information up to date, then to inform the Company without delay of any change in the information initially provided at the time of its integration.
After validation of the request to create a Vendor's account, the Company will issue access identifiers to the Vendor so that he can use the part of CBD Fields reserved for Vendors. However, the Vendor's account will only be activated once his payment account has been opened, as detailed in the "Payment Account" article below.
Access to the "Vendor's Store Account" is limited to the opening of a single account; any duplicate account will be immediately deleted unless previously validated by the Company. The Company also reserves the right to terminate a "Merchant Store Account" if it has one or more elements in common with an account previously terminated for default.
To use CBD Fields, the Vendor shall use the login and password provided by the Company at the time of account opening. The login and password are the sole responsibility of the Vendor. The Vendor undertakes to take all necessary measures to ensure that his password is not known to third parties or used by unauthorised persons. The Vendor is responsible for maintaining the confidentiality of his password. In this respect, the Vendor is responsible for the consequences of the loss or misappropriation of his login and/or password
In the event of loss, misappropriation, or fraudulent use of his login and/or password, the Vendor undertakes to notify the Company immediately. The Vendor shall be liable for any unauthorised access, damage, disruption, and harmful consequences caused by his negligence and/or failure to keep his password confidential.
2.2 Monthly subscription and paid services
The monthly subscription will be invoiced to the Vendor, regardless of the status of the Vendor's orders. The Company reserves the right to terminate the contract and suspend access to CBD Fields if the Vendor fails to pay any outstanding debit.
The registered Vendor may at any time notify the Company of its wish to terminate its subscription subject to a minimum notice period of two (2) months. However, the cancellation will take effect on the due date of the subscription in progress on the date of cancellation. The registered Vendor may not be reimbursed for the pro rata portion of a monthly debit period if the period has already begun.
The Company reserves the right to change the price of the subscription and will inform the Vendor at least thirty (30) days before the price change comes into effect. If the Vendor does not accept the modification, he is free to terminate his subscription and his "Vendor's Store Account" on CBD Fields. If the Vendor does not terminate its subscription following the Company's notification, the Vendor will be deemed to have accepted the price change of the subscription.
Further information on the services provided by the Company under the monthly subscription will be provided to the Vendor via the contractual documentation provided to the Vendor upon integration into CBD Fields.
The Company may also offer the Vendor various services and options for a fee, allowing the Vendor to list and/or sell its products on CBD Fields (the fee-based Click & Collect option) and/or to increase its visibility and that of its Product listings on CBD Fields. The price and payment terms of these various paid services will be communicated by the Company to the Vendor as well as the associated rates and payment terms.
2.3 Payment Account
Since they bring together buyers and Vendors, online marketplaces such as CBD Fields fall within the scope of highly regulated activities. Indeed, by carrying out collection operations on behalf of third parties via their PSP, they are forced to create virtual payment accounts. The monitoring of vendors and financial flows is therefore essential.
In concrete terms, the procedure translates into a list of official documents that the Company must collect to guarantee the identity and integrity of the natural or legal entity of the Vendors. The information and/or documents collected by the Company, without this list being limitative, in the context of this KYB, include in particular.
For Vendors who are natural persons, acting in their capacity as traders:
- Their full name, postal address, e-mail address, date of birth, nationality, and country of residence.
- An original and a copy of an extract from an official register dated less than three months ago stating that the Vendor is registered as a trader or in the national register of trades or in any other professional body to which it belongs.
For legal entity:
- Its name, corporate form, capital, address of its registered office, description of its activity, the identity of the partners and directors, and the list of beneficial owners, as defined by the regulations.
- An extract of registration in the trade register, or with any national authority authorised to register legal entity, proving that it is registered in the trade register of a Member State of the European Union or of a third country imposing equivalent obligations in terms of the fight against money laundering and terrorist financing. This document must state the name, legal form, address of the registered office and the identity of the partners and directors, as provided for by the legal provisions in force in the country of registration of the company.
- A copy of the articles of association and any decisions appointing the legal representative, certified as true.
- A copy of the identity card or passport of the legal representative and, if applicable, of the beneficial owner(s).
- The declaration of the beneficial owners of the legal entity holding more than 25%, if the Vendor has not declared its beneficial owners to the national register to which it belongs, or if it is not subject to this obligation.
The Vendor also undertakes to provide the Company with any additional information that it deems necessary to obtain from him to complete its due diligence.
If the identity and integrity of the Vendor's natural or legal entity prove to follow the Company's and the PSP's requirements, the process of opening a payment account may continue. Otherwise, the contract between the Vendor and the Company will automatically lapse and the Vendor will be denied access to the service and his "Vendor's Shop Account" will be terminated.
The Vendor's payment account is reserved solely for the recording of payment transactions relating to the sale of products by the Vendor to a buyer on CBD Fields, offered through the Company's online marketplace service, as agent of the PSP.
It is specified that the opening of a payment account is an integral part of the service provided to the Vendor by the Company. Therefore, if a payment account is not opened, the Vendor will not be able to access CBD Field to sell its Products.
The Company may, at its sole discretion, limit the use by the Vendor of the payment account opened in its name. Access to the service is limited to the opening of a single payment account, any duplicate account will be immediately deleted unless previously approved by the Company.
3. PUBLICATION OF AN OFFER TO SELL PRODUCTS
Once the Vendor's account and payment account have been validated, the Vendor will be able to offer its Products for sale on CBD Fields. The Vendor undertakes to ensure that all information about the Product in its listing is accurate and true to its actual characteristics. All the characteristics and specificities of the Product must therefore be indicated in the sale ad.
The Vendor is also required to provide information on the delivery methods and times of the Products when publishing his advert, which he undertakes to respect.
All mandatory pre-contractual information obligations, regarding legal guarantees and the right of withdrawal, must also be communicated to customers by the Vendor when publishing the advertisement for the sale of Products.
The Company shall be entitled to refuse and/or remove from CBD Fields or modify any published advertisement which does not comply with the provisions of these GCS. To this end, the Company reserves the right to carry out post-publication checks of an advertisement to verify its compliance with the provisions of these GCS.
4. VALIDATION AND PAYMENT OF ORDERS - INTRODUCTION FEES
Once the order has been validated by the Vendor, the Company will authorise its payment service provider to validate the payment of the buyer concerned. As part of the Company's obligations to combat fraud, and if the Company and/or the PSP suspect that a transaction is fraudulent, the Company may also request additional documents from the Vendor concerned to verify in greater detail the conformity of its advert and/or the identity of the latter.
Any payment made via the PSP payment service implies the sequestration of the funds until the expiry of the 14 days legal withdrawal period starting from the confirmation by the Vendor to the Company of the delivery of the order to the Client concerned. On expiry of this period, the amount due to the Vendor because of a completed order will be transferred to the Vendor's payment account, less the commission due to the Company for its matchmaking service.
The Company reserves the right to modify the applicable service fee schedule and shall inform the Vendor at least thirty (30) days prior to the effective date of the fee change. If the Vendor does not accept the change, the Vendor is free to terminate its account with CBD Fields. If the Vendor does not terminate its account following the Company's notification, the Vendor is deemed to have accepted the price change.
It is specified that the commission may be retained by the Company in the event of repeated and/or abusive cancellation of an order by the Vendor.
The Company shall provide the Vendor with an invoice corresponding to the commissions received.
5. HANDLING OF CHARGEBACK DISPUTES
A chargeback dispute may arise, for example, where a customer has not received the Products they purchased, has been charged more than once for the same purchase, or is dissatisfied with their purchase and has not been able to resolve the issue with the Vendor.
For more information on this subject, the Vendor is requested to take note of and comply with the conditions for "Handling Chargeback Disputes" communicated to the Vendor via the contractual documentation provided to the latter by the Company at the time of its integration on CBD Fields.
6. DELIVERY AND EXECUTION OF VALID ORDERS
6.1. Delivery of Products (excluding Click & Collect)
As soon as an order is validated, the Vendor must send the Product suitably packaged within a maximum of two (2) working days, respecting the delivery times indicated to the purchasers in the advertisement in question. If, by justified exception, the Vendor's shipping time is nevertheless longer than the above-mentioned time, the Vendor must have expressly mentioned this in the description of the Product concerned. The Vendor undertakes to take all the necessary care when enveloping the Products ordered to avoid the Products being damaged during transport. The Product travels at the expense and risk of the Vendor. The Vendor is obliged to keep all proofs of dispatch of the Products for a period of at least one month.
The Vendor must also send the buyer a delivery form for the Product purchased. The Vendor must enclose with the delivery of the Product an invoice or any other document enabling the buyer to make use of the warranty.
6.2. Delivery of Products (Click & Collect)
7. GUARANTEES, RETURNS AND CLAIMS
The Vendor acknowledges that the Company has provided it with a space enabling it to communicate to consumers the legal pre-contractual information obligations that must be communicated to customers, including the legal exercise of the right of withdrawal, and the Company shall therefore not be held liable in the event of failure by the Vendor to communicate the said information.
However, if the Vendor has not resolved the dispute with the buyer within 8 working days of receipt of the complaint, the Company reserves the right, after having informed the Vendor in advance, to proceed with the refund of the Product to the buyer. The same amount will then be deducted from the sums to be paid by the Company to the Vendor in respect of Products sold by the Vendor via CBD Fields.
The Company reserves the right to suspend or terminate the Vendor's account if the Vendor achieves a complaint rate of more than 5% of its orders.
8. OBLIGATIONS OF VENDORS
8.1. General Obligations of Vendors
When a user orders a Product available for sale on CBD Fields, a contract is subsequently formed with the Vendor to which the Company is not a party. It is reminded that the Company's role in the context of any connection made through CBD Fields is limited to a mere intermediation role. The Vendor guarantees in this sense that it is authorized to sell the Products published for sale on CBD Fields and is solely responsible for the proper formalization and execution of the sale contract concluded through CBD Fields.
- Not to respect the obligations imposed by the law and in particular the consumer code (pre-contractual information, obligations linked to the legal guarantees of conformity and hidden defects, obligations linked to the right of retraction...) when carrying out sales of Products via CBD Fields,
- To offer for sale Products that violate the safety or morality of customers or infringe the rights of third parties,
- To open more than one Vendor account or to open an account impersonating a third party,
- Use CBD Fields for any fraudulent or illegal purpose,
They must therefore comply with the laws in force in Europe and the United Kingdom (if they wish to sell in the United Kingdom) concerning the sale of CBD products, by complying with THC content requirements or other requirements (see the table provided by the Company in the contractual documentation provided at the time of the Vendor's integration on CBD Fields).
8.3. Tax and VAT obligations
The Vendors undertake to comply with the commercial legislation in force and applicable to the sale of Products via CBD Fields (registration, accounting obligations, social and fiscal legislation). Vendors may be required to make tax and social security declarations in relation to the Products they sell on CBD Fields.
9. TERMINATION - SUSPENSION OF VENDOR ACCOUNT
If for any reason the Company considers that the Vendor is not complying with these T&Cs, with the obligations of the Vendors listed in the previous article, the Company may at any time, and at its sole discretion, delete or suspend its account and take any legal action against it.
In such a situation, the Company will inform the Vendor by e-mail of the specific facts or circumstances and the reasons that led to this decision within a reasonable period before the termination and/or suspension of its account takes effect, so that the Vendor can, if necessary, correct the alleged breach.
In the event of serious and/or repeated breaches by the Vendor of its obligations or affecting its accounts, such as, but not limited to: fraud, failure to comply with its tax obligations or commitments, abusive language, counterfeiting, infringement of third party rights, failure to comply with at least one of the quality indicators, the Company may terminate its listing without notice and without the Vendor being entitled to claim any compensation.
In particular, a serious breach is constituted by (i) failure to comply with tax obligations (declaration and payment of taxes relating to operations subject to tax in the countries concerned by the sales), (ii) communication to the Company of inaccurate information on the identity of the Vendor and on the country of its registered office, (iii) failure to produce the compliance tests referred to in the Vendor's general obligations (iv) communication to the Company of an erroneous place of dispatch.
If the tax authorities report an irregularity on the part of the Vendor, for whatever reason, the Company may suspend the use of the Vendor's payment account, block movements and freeze the balance of the Vendor's account, or even temporarily suspend the Vendor's account on CBD Fields, for the time necessary to carry out the relevant investigations
10. REFERENCING - RANKING OF ADS
Failure by the Vendor to comply with the provisions of the GCS may lead to a refusal of listing or delisting. In such a situation, the Vendor may however contact the Company to find out the reasons for the delisting and, if necessary, correct the alleged breach within a maximum period of 15 days from the notification of delisting.
The referencing and ranking of the advertisements are carried out regarding the choices selected by the client during the search for the Product. By default, the offers appearing on the results pages resulting from a search are ranked according to their relevance to the user's search. However, it is possible for the user to modify this ranking on the result page by selecting a different sorting criterion.
Except for any services offered by the Company to the Vendor to increase the visibility of its ads on CBD Fields, the Company does not receive any remuneration likely to influence or modify the referencing of ads on CBD Fields.
11. ONLINE NOTICES
For Vendors who have made at least 5 sales since the creation of their account, the Company reserves the right to remove, temporarily or permanently, access to the Service if their rating is below 3.5 by suspending or terminating these provisions under the conditions set out in the termination article above.
The Company does not control these reviews before their publication but may moderate them afterwards to assess their sincerity and authenticity. Any denigrating, insulting, or presenting false or inaccurate information may be removed. Vendors may contact the Company to contest a review, particularly regarding its authenticity.
Reviews of Vendors are and remain public on CBD Fields if the Vendor remains listed on the platform but may be removed at the Company's sole discretion after a period of three (3) years following its publication.
The Company does not receive any consideration in exchange for any posting.
12. CUSTOMER SERVICE - COMPLAINT HANDLING
All other complaints must be settled directly with the customers concerned.
14. INTELLECTUAL PROPERTY
The Vendor acknowledges that the content he/she publishes, and which will be accessible via the platform will not infringe the rights of third parties and follows the applicable regulations, and that he/she is authorised to reproduce and/or distribute it to the public on the Internet. In this respect, the Vendor guarantees the Company against all claims, property claims, and judicial or extrajudicial actions relating to the content and undertakes to fully compensate the Company for any costs and losses that may be caused to the Company as a result.
15. PERSONAL DATA
16. APPLICABLE LAW AND JURISDICTION
In the event of failure of this mediation procedure, the competent courts of Geneva in Switzerland shall have exclusive jurisdiction to deal with the dispute, subject to an appeal to the Swiss Federal Court.