Terms of Use

Article 1 - Definitions

The present General Terms and Conditions of Sale (hereinafter the "GTC") are proposed by the company ADHERO CREATIVE OÜ, under the number 14750839 and whose registered office is located in Harju maakond, Tallinn, Kristiine linnaosa, Vana-liivamae 3-31, 10132, Estonia. (hereinafter "FreshUp Professional").

Hereinafter referred to as:

"Site": the website "https://freshup-professional.com/" and all of its pages, which are the exclusive property of the Company.

"Products" or "Services": all products (materials) and services (services) that can be purchased or subscribed to on the Site.

"Seller": FreshUp Professional, a legal or physical person, offering its Products or Services on the Site.

"Customer": the Internet user, private individual or professional, making a purchase of Product(s) or Service(s) on the Site.

"Consumer", in accordance with the definition of the preliminary article of the Consumer Code: "any natural person who acts for purposes that do not fall within the scope of his or her commercial, industrial, craft or liberal activity

The Internet user visiting the Site and interested in the Products and Services offered by the Vendor is invited to read these GTC carefully, to print them and/or to save them on a durable medium, before placing an order on the Site.

The Customer acknowledges having read the GTC and accepts them in full.

Article 2 - Application of the GTC and purpose of the Site

The Seller reserves the right to modify at any time the GTC by publishing a new version of them on the Site.

The GTC applicable to the Customer are those in force on the day of his order on the Site.

The legal information concerning the host and publisher of the Site, the collection and processing of personal data and the conditions of use of the Site are provided in the general conditions of use, the legal notice and the data charter of this Site.

This Site offers the online sale of cosmetic products, face masks dedicated to beauty professionals as well as accessories and a resaleable format.

The Site is freely accessible to all Customers. The acquisition of a Product or a Service implies the acceptance, by the Customer, of the entirety of these GTC, who acknowledges having fully understood them. This acceptance may consist, for example, for the Customer, in checking the box corresponding to the sentence of acceptance of the present GTC, having for example the mention "I recognize to have read and accepted the whole of the general conditions of the Site". The fact of checking this box will be deemed to have the same value as a handwritten signature by the Customer.

Acceptance of these GTC assumes that the Customer has the legal capacity to do so. If the Customer is a minor or does not have the legal capacity to do so, he/she declares that he/she has the authorization of a guardian, curator or legal representative.

The Customer acknowledges the value of the Vendor's automatic recording systems as proof and, unless he/she can provide proof to the contrary, waives the right to contest them in the event of a dispute.

Any Product Order implies the Customer's full and unreserved acceptance of and compliance with these General Terms and Conditions of Sale, which shall prevail over any other document: catalogs, advertisements, notices, unless expressly agreed otherwise in advance by the Company.

Article 3 - Customer Service

The customer service of this Site is accessible by e-mail at the following address: "support@freshup-professional.com" by form or by mail at the address indicated in the legal mentions. The Customer must indicate in the e-mail his first name, last name, the subject of his request and the number of his Order.

For any professional request (partnership, media, contract proposal), the Company can only be reached by e-mail at support@freshup-professional.com.

Article 4 - Terms and conditions for placing orders and description of the purchasing process

The Products and Services offered are those listed in the catalog published on the Site. Each product is accompanied by a description established by the Seller according to the descriptions provided by the supplier.

The photos on the Site are not contractual and may vary significantly from the models photographed. These variations are due to the settings of the different screens and cameras, the lighting of the products, the angle of the shot, etc.

We define below as "Basket" the immaterial object gathering all the Products or Services selected by the Customer of the Site in view of a purchase by having clicked on these elements. In order to proceed with the order, the Customer chooses the Product(s) he/she wishes to order by adding them to his/her "Shopping Cart", the content of which may be modified at any time.

The Customer places the Order via the Web site: the Customer registers and validates the Order on the Web site.

To place an Order on the Web site, the Customer selects one or more Products from the Web site catalog by clicking on the "Add to Cart" button. On the "Shopping Cart" page, the Customer can check the details of his/her Order and correct any errors before confirming it.

On the "Information" page, the Customer must enter his/her contact information. The Customer may opt to have his or her Order followed up by e-mail by checking the required box.

On the "Delivery" page, the Customer must choose the shipping method proposed to him.

On the "Confirmation" page, the Customer must enter his/her bank details and the billing address. The Customer also has the possibility to enter a promotional code if he/she has one.

A complete summary of the Order will appear. The Customer has the possibility to modify all the elements of the Order before finalizing it. The Customer is responsible for any and all errors that may occur with regard to the Sales Order, the Products and the contact information.

The sale shall be deemed to have been validly concluded once the Customer has confirmed the Sales Order by clicking on the "Finalize my order" button, accepted the Terms and Conditions of Sale, and proceeded to pay for the Sales Order in accordance with the terms and conditions chosen by the Customer, subject to the exercise of the right of withdrawal.

The date of validation of the Order corresponds to the date of receipt of the cash payment of the total price duly noted.

Article 5 - Prices and payment terms

Unless otherwise stated, the prices listed in the catalog are in Euros and do not include VAT.

FreshUp Professional reserves the right to pass on any change in the VAT rate to the price of the Products or Services. The Seller also reserves the right to change its prices at any time. Nevertheless, the price listed in the catalog on the day of the order will be the only one applicable to the Customer.

The Customer may place an order on the present Site and may pay by credit card, Bancontact, Apple Pay or Paypal. Payments by credit card are made through secure transactions provided by an online payment platform provider.

This Site does not have access to any data relating to the Customer's means of payment. Payment is made directly to the bank or payment service provider receiving the Customer's payment. In the event of payment by bank transfer, the delivery periods defined in the article "Deliveries" of the present GTC shall only begin to run from the date of effective receipt of payment by the Seller, the latter being able to provide proof by any means. The availability of Products is indicated on the Site, in the description of each Product.

FreshUp Professional shall archive the order forms and invoices on a reliable and durable medium constituting a true copy. The computerized records will be considered by the parties as proof of communications, orders, payments and transactions between the parties.

Article 6 - Deliveries

The delivery costs will be indicated to the Customer before any payment. The Site has no geographical limitation of delivery, orders can be shipped anywhere in the world. The delivery times indicated at the time of the order are for information purposes only and are dependent on possible delays by the postal services or other special cases preventing delivery (demonstrations, bad weather, etc.).

In the event of delivery of a Product outside the territory of the European Union and in the French overseas departments and territories, the Customer declares himself to be the importer of the Product and accepts that, in such a case, the Seller may be unable to provide him with accurate information on the total amount of the costs relating to customs duties and formalities or import taxes applicable in the country where delivery of the Product is requested.

Unless otherwise stated on the Site during the ordering process or in the description of the Products ordered, the Seller undertakes in all cases to deliver the Products within a maximum of thirty (30) days after the conclusion of the contract with a Consumer Customer.

In the event of a hand delivery, the Customer may refuse a package at the time of delivery if he/she notices an anomaly concerning the delivery (damage, missing Product compared to the delivery slip, damaged package, broken Products, etc.); any anomaly must then be indicated by the Customer on the delivery slip, in the form of handwritten reservations, accompanied by the Customer's signature. To exercise his right of refusal, the Customer must open the damaged or defective package(s) in the presence of the carrier and have him take back the damaged goods. When a delivery is made in a letter box, the customer undertakes to check the package immediately and to contact FreshUp Professional's support if he notices any anomaly. If the Customer fails to comply with these requirements, the Customer will not be able to exercise its right of refusal, and the Seller will not be obliged to comply with the Customer's request to exercise its right of refusal.

If Customer's package is returned to Seller by the Postal Service or other postal service, Seller shall contact Customer upon receipt of the returned package to ask Customer what action to take on the order. If the Customer has mistakenly refused the parcel, he may request that it be returned by first paying the postal charges for the new shipment. The postal charges must be paid even for orders for which the shipping costs were offered at the time of the order.

In case of delivery error or exchange (if the right of withdrawal is applicable, i.e. if the Customer is a Consumer and the contract concluded to acquire the Product or Service allows withdrawal), any product to be exchanged or refunded must be returned to the Seller in its entirety and in perfect condition. Any defect resulting from a clumsiness or a false maneuver of the Customer could not be imputed to the Salesman.

Any delay of delivery compared to the date or the deadline indicated to the Consumer Customer at the time of its order or, in the absence of indication of date or deadline at the time of the order, higher than thirty (30) days as from the conclusion of the contract can involve the resolution of the sale at the initiative of the Consumer Customer, on written request of its share by registered letter with acknowledgement of delivery, if after having enjoined the Salesman to carry out the delivery it did not carry out itself The Consumer Customer will then be refunded, at the latest in the fourteen (14) days following the date on which the contract was denounced, of the totality of the paid sums. The present clause does not apply if the delay in delivery is due to a case of force majeure.

Particular case of a parcel whose tracking number indicates that it is "delivered" but not received in the mailbox: if the Customer notices and informs the Seller that the parcel is not in his mailbox despite the fact that its tracking number indicates that it is "delivered", the customer service may ask him for additional information as well as an official document from the Post Office answering his complaint regarding the corresponding tracking number. The Seller will then make every effort to ensure the satisfaction of the Customer by proposing in particular, the immediate return of the products at its own expense.

Article 7 - Right of withdrawal and withdrawal form

The Consumer Customer has fourteen (14) working days from the date of receipt of the product of his order to withdraw. He will have to return any product that does not suit him and ask for an exchange or a refund without any penalty, except for the return shipping costs, within fourteen (14) days from the receipt by FreshUp Professional of the refund request.

The Product must be returned in perfect condition, blistered and unused. The Consumer Customer can find below a standard withdrawal form for an order placed on the Site, to be sent to FreshUp Professional. It is understood that the Customer will bear the cost of returning the Product in case of withdrawal.

It is recommended to the Customer to make the return by a solution allowing a tracking of the package. Otherwise, if the returned package does not reach the Seller, it will not be possible to launch an investigation with the postal services to ask them to locate it.

Refunds will be made using the same method of payment chosen by the Customer for the initial transaction, unless the Customer expressly agrees that the Seller may use another method of payment, and insofar as the refund does not incur any costs for the Customer.

Seller also reserves the right to defer the refund until receipt of the Product or until Customer has demonstrated that it has shipped the Product, if such demonstration has not previously occurred.

In case of depreciation of the Products resulting from handling other than that necessary to establish the nature, characteristics and proper functioning of the Product(s), the Customer's liability may be incurred.

In accordance with Article L121-17 of the Consumer Code, ("Hamon Law") of June 2014, the Consumer Customer can find below a standard withdrawal form for an order placed on the site:

Withdrawal Form

(Please complete and return this form only if you wish to withdraw from the contract).

To the attention of :

ADHERO CREATIVE OÜ - Harju maakond, Tallinn, Kristiine linnaosa, Vana-liivamae 3-31, 10132, Estonia.

I/we (*) hereby notify you/us (*) of my/our (*) withdrawal from the contract for the sale of the goods below:

Order number :

Name / First name:

Phone number :

Email address :

Postal address :

Reason for complaint:

Exchange* (mention the desired product)

Refund* (enclose a complete bank details with IBAN and BIC mentioned)

Signature of Customer(s) (only in case of notification of this form on paper) :

Date:

(*) Cross out the unnecessary mention.

Article 8 - Product warranty

Legal provisions to be reproduced

The legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.

The consumer can decide to implement the guarantee against the hidden defects of the thing sold within the meaning of article 1641 of the Civil Code, unless the salesman did not stipulate that it will be obliged with no guarantee; in the assumption of an implementation of this guarantee, the purchaser has the choice between the resolution of the sale or a reduction of the selling price in accordance with article 1644 of the Civil Code. He has a period of two years from the discovery of the defect.

The postponement, the suspension or the interruption of the prescription cannot have the effect of carrying the extinctive prescription period beyond twenty years as from the day of the birth of the right in accordance with article 2232 of the Civil code.

All the articles acquired on the present site profit from the following legal guarantees, envisaged by the Civil code;

Legal guarantee of conformity

The Seller is required to deliver a good in conformity with the contract concluded with the Consumer Customer and to answer for the defects of conformity existing during the delivery of the Product. The guarantee of conformity may be exercised if a defect exists on the day the Customer takes possession of the Product.

However, it will be up to the Customer to prove that the defect existed at the time of taking possession of the Product.

"In case of lack of conformity, the buyer chooses between repairing or replacing the good. However, the seller may not proceed according to the buyer's choice if this choice entails a cost that is clearly disproportionate to the other method, taking into account the value of the goods or the importance of the defect. He is then obliged to proceed, unless this is impossible, according to the method not chosen by the buyer.

Legal guarantee against hidden defects

In case of non-conformity of a delivered Product, it can be returned to the Seller who will exchange it. In case of impossibility of exchange of the Product (obsolete Product, out of stock, etc.) the Customer will be refunded by check or transfer of the amount of his order. The costs of the exchange or refund procedure (in particular the cost of returning the Product) shall be borne by the Seller.

Article 9 - Liability

The Seller FreshUp Professional shall not be held responsible for the non-performance of the contract concluded due to the occurrence of an event of force majeure. Regarding the Products purchased, the Seller shall not be held liable for any indirect damages, operating losses, loss of profit, damages or expenses that may occur.

The choice and the purchase of a Product or a Service are under the sole responsibility of the Customer. The total or partial impossibility of using the Products, in particular due to incompatibility of the equipment, cannot give rise to any compensation, reimbursement or questioning of the responsibility of the Seller, except in the case of a proven hidden defect, non-conformity, defect or exercise of the right of withdrawal if applicable, i.e. if the Customer is not a Consumer Customer and the contract entered into to acquire the Product or Service allows withdrawal, according to article L 121-21 of the Consumer Code.

The Customer expressly admits using the Site at its own risk and under its exclusive responsibility. In any case, FreshUp Professional shall not be held responsible for :

any direct or indirect damage, in particular with regard to loss of profits, loss of earnings, loss of customers, loss of data that may result from the use of the Site, or on the contrary from the impossibility of its use;

malfunction, unavailability of access, misuse, poor configuration of the Customer's computer, or the use of a browser little used by the Customer;

the content of advertisements and other links or external sources accessible by the Customers from the Site.

The Vendor shall not be held responsible if the characteristics of the Products differ from the visuals on the Site or if the latter are erroneous or incomplete.

Article 10 - Force majeure

In accordance with Article 1218 of the Civil Code, events beyond the control of the parties that they could not reasonably be expected to foresee and that they could not reasonably avoid or overcome shall be considered as force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations totally impossible.

The occurrence of a force majeure event shall automatically suspend performance of the Order.

After a period of ninety (90) calendar days, if the parties determine that the force majeure event persists, the Order may be cancelled by either party and the sales contract terminated. To this effect, the more diligent party shall send to the other party a registered letter with acknowledgement of receipt denouncing said sales contract.

The effective date of termination will be the date of first presentation of the letter. In this case, neither party will be entitled to claim damages, unless otherwise agreed by both parties.

Article 11 - Intellectual property rights

All the elements of this Site belong to the Seller or to a third party agent, or are used by the Seller with the authorization of their owners.

All texts, comments, works, illustrations and images, whether visual or audio, reproduced on the Site are protected by copyright, trademark law, image law and patent law. No one is authorized to reproduce, exploit, rebroadcast, or use for any purpose whatsoever, even partially, elements of the Site. Any simple link or hypertext link is strictly prohibited without the express written consent of the Company. In any case, any link, even tacitly authorized, must be withdrawn upon simple request from the Company.

Only the use of the Site for private use, subject to different or even more restrictive provisions of the Intellectual Property Code, is authorized.

Any total or partial reproduction of the Company's catalog is strictly forbidden. Any other use constitutes an infringement and is punishable under the Intellectual Property Code without prior authorization.

Any reproduction, representation, adaptation of logos, textual, pictographic or video contents, without this enumeration being restrictive, is strictly prohibited and is similar to counterfeiting.

Any Customer who is guilty of infringement may have his or her account deleted without notice or compensation and without this deletion constituting damage to him or her, without prejudice to any subsequent legal proceedings against him or her, at the initiative of the Vendor or his or her agent.

The trademarks and logos contained in the Site may be registered by FreshUp Professional, or possibly by one of its partners. Any person proceeding to their representations, reproductions, imbrications, distributions and rebroadcasts shall incur the penalties provided for in Articles L.713-2 et seq. of the Intellectual Property Code.

Article 12 - Processing of personal data

The Company collects the Client's data :

a) for the purpose of processing and tracking the Client's Order on its Site; (and/or)
b) to be able to contact you about various events related to the Company, including Product updates and customer relationship management; (and/or)
c) to collect information that will allow us to improve the Site and our Products (including through the use of cookies).

The data collected is processed by the Site's contractual service providers who are in charge of packaging and distributing the Products ordered, as well as by the hosting provider, Shopify Inc. whose servers are secure and protected by a firewall.

The data collected is kept by the Company only for the time corresponding to the purposes of the above collection and which shall in any event not exceed five (5) years.

In accordance with Law No. 2018-493 of June 20, 2018 on the protection of personal data and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 known as the General Data Protection Regulation (GDPR), the Customer has the right to access, modify, rectify, delete or object on legitimate grounds, to his or her data.

The Customer can exercise his rights by e-mail to legal@freshup-professional.com.

Article 13 - User Comments and Other Submissions

If Customer sends ideas, proposals, or other materials, whether online, by e-mail, by mail, or otherwise (collectively, "Comments"), whether or not requested by Company, Customer grants Company the right, at any time, and without limitation, to edit, copy, publish, distribute, translate, and otherwise use in any media any Comments Customer sends to Company.

Company is not and shall not be required to (1) maintain the confidentiality of any Comments; (2) pay compensation to any person for any Comments provided; or (3) respond to any Comments.

Company may monitor, edit or remove content that it believes, in its sole discretion, to be unlawful, offensive, threatening, abusive, defamatory, pornographic, obscene or otherwise criminally objectionable, or that infringes any intellectual property or these Terms and Conditions.

Customer agrees to write comments that do not violate the rights of third parties, including copyrights, trademarks, privacy, personality, or other personal or proprietary rights. Customer agrees that its comments will not contain any illegal, defamatory, offensive or obscene content, and that they will not contain computer viruses or other malicious software that could affect the operation of the Site or other associated websites. Customer agrees not to use a false e-mail address, pretend to be someone else, or attempt to mislead the Company and/or third parties as to the origin of its comments.

Customer is solely responsible for its posted comments and their accuracy. The Company does not assume any responsibility or liability for comments posted by the Client or third parties.

Article 14- Independence of clauses

If any provision of the T&Cs shall be deemed unlawful, void or for any other reason unenforceable, then that provision shall be deemed severable from the T&Cs and shall not affect the validity and enforceability of any remaining provisions.

These GTC supersede any prior or contemporaneous written or oral agreements. The T&Cs are not assignable, transferable or sublicensable by the Customer himself.

A printed version of the GTC and all notices given in electronic form may be requested in judicial or administrative proceedings relating to the GTC. The parties agree that all correspondence relating to these GTCs shall be written in the French language.

Article 15 - Applicable law and mediation

The General Terms and Conditions of Sale are subject to Estonian law.

The Site reserves the right to initiate criminal proceedings against any attempt at fraudulent purchase or purchase with a prohibited or blocked, stolen or falsified bank card. In this context, no attempt at amicable settlement will be accepted.

The fact that a clause of the present General Terms and Conditions of Sale becomes null and void shall not call into question the validity of the other stipulations and shall not exonerate the Customer from the execution of his contractual obligations.

Indemnity

You agree to defend, indemnify and hold the Company, its affiliates, officers, subsidiaries, successors, assigns, directors, officers, agents, service providers, attorneys, suppliers and employees, harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of your use of the Website or our products and services, your breach of the Terms, or your breach of any of your acknowledgements, agreements, representations, warranties and obligations hereunder.

Any domestic or cross-border disputes that may arise regarding the validity, interpretation, performance or non-performance, interruption or termination of this Agreement may be submitted to mediation at the request of the Customer.

https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home.chooseLanguage, Mediator approved by the Commission d'Evaluation et de Contrôle de la Médiation de la Consommation (CECMC), is appointed as Mediator of the Consumption, to facilitate the resolution of the disputes between the Company and its Customers, for a duration of three (3) years as from [01/05/2019].

The website of the European Commission describes the mediation process used and allows Customers to file an online request for mediation with supporting documents.

In particular, the dispute cannot be examined by the Mediator if:

- the Customer does not justify having previously attempted to resolve the dispute directly with the Company by means of a written complaint,

- the request is manifestly unfounded or abusive,

- the dispute has been previously examined or is being examined by another mediator or by a court

- the consumer has made his request to the mediator within a period of more than one year from his written complaint to the Company

- the dispute does not fall within the scope of his competence.

Mediation is free of charge for the Client. If the Client has recourse, at any stage of the mediation, to a lawyer, a third party of his choice or an expert to defend him, he shall bear the costs alone.

The Mediator may not receive any instructions from the parties nor be remunerated on the basis of the result.

Participation in mediation does not exclude the possibility of recourse to a court of law. The parties remain free to submit their dispute to a judge within the framework of the applicable legal provisions. In case of litigation before a judge, the competent Estonian court shall have jurisdiction.

The Site reserves the right to initiate criminal proceedings against any attempt at fraudulent purchase or purchase with a prohibited or blocked bank card, stolen or falsified check. In this context, no attempt at amicable settlement will be accepted.