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Be aware that the orignial version of this document, written in french language, is the only legally binding version. Also note that the terms used in this content should be understood in accordance with the applicable law in France.

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General Terms and Conditions of Sale of the CREWISE SUPPLIER Application

Article 1: Purpose

These general terms and conditions of sale aim to define the general contractual conditions between, on the one hand, the company CREWISE GROUP (SAS with a share capital of €900, 46 Boulevard RISSO in 06300 NICE (France), RCS of Nice 922269709), a company specialized in the development and commercialization of access to mobile applications related to suppliers of products and services related to travel and hospitality, and, on the other hand, any professional Supplier who uses CREWISE Services or subscribes to any Subscription to a CREWISE Application.

Article 2: Scope

These general terms and conditions apply by right, without restriction or reservation, to any Subscription to a CREWISE Application by a professional Supplier or to any Services provided by CREWISE to a professional Supplier. They constitute the basis of the commercial negotiation between CREWISE and its Suppliers and are therefore an integral part of all contracts concluded with CREWISE.

Any Subscription or any request for Services by a professional Supplier implies the unreserved acceptance by the Supplier of these general terms and conditions, which prevail over all other conditions, except those expressly and in writing accepted by CREWISE. These general terms and conditions are in addition to all general terms and conditions of use of the CREWISE Application for which the Supplier has subscribed to a Subscription.

These general terms and conditions are systematically communicated to any Supplier who requests them for a professional activity prior to the subscription of any Subscription or the request for any Services from CREWISE.

IMPORTANT PRECONTRACTUAL INFORMATION

The Supplier acknowledges that CREWISE has made available to him, prior to the subscription of any Subscription to the Application, the signing of any contract with CREWISE, or the execution of any Services by CREWISE, in a clear and understandable manner in an easily downloadable document, these general terms and conditions and all legal information, including information on:

  • the identity of CREWISE (corporate name), its postal address (geographical address of the establishment and the registered office which are the same), telephone and electronic contact details, and its activities, if they are not evident from the context, the status and legal form of CREWISE, the contact details allowing quick contact and direct communication with CREWISE, its registration number in the trade and companies register as well as its individual VAT identification number,
  • the essential characteristics of all services as well as those of the Application (digital service or digital content), considering their nature and the communication medium used,
  • information relating to functionalities, including applicable technical protection measures, compatibility, and interoperability of the Application with certain goods, digital content, or digital services as well as with certain hardware or software, of which CREWISE has reasonable knowledge and the existence of any installation restriction of the Application,
  • the date or deadline by which CREWISE undertakes to perform all services or provide the Application,
  • the price or the method of determining the price of all services and ancillary costs,
  • the nature of the benefit granted to an Application user instead of or in addition to the price,
  • the payment terms for all services,
  • the delivery terms for all services,
  • the terms of execution of any contract,
  • the duration of any contract, or if it is an indefinite or tacitly renewable contract, the terms of termination of the contract,
  • the conditions for renewal or interruption of services and the contract,
  • the fact that no minimum quality of service level is offered,
  • the type of measure that CREWISE may take to respond to a security incident or to address threats or vulnerability situations,
  • for contracts concluded "off-premises" or "remotely": (i) when the right of withdrawal exists: the conditions, period, and methods of exercising the right of withdrawal as well as the withdrawal form or (ii) when the right of withdrawal cannot be exercised under Article L. 221-28 of the French Consumer Code: the information that the Supplier does not benefit from this right,
  • the existence and, where applicable, the terms of implementation of legal guarantees, including the legal guarantee of conformity and the legal guarantee against hidden defects, and any commercial guarantees, as well as, where applicable, after-sales service,
  • any financial guarantee or professional liability insurance taken out by CREWISE, the contact details of the insurer or guarantor as well as the geographical coverage of the contract or commitment,
  • the terms provided by CREWISE for handling complaints,
  • where applicable, the contact details of the consumer mediator (applicable only for potential consumer Suppliers),
  • the contractual clauses relating to the applicable law and the competent jurisdiction.

The Supplier is informed that the Services provided by CREWISE have a general scope and are limited to what Suppliers generally want for a situation similar to that of the Supplier.

Article 3. Definitions

Subscription: Refers to the Contract allowing the Supplier to benefit from the Services of the Application according to the options subscribed by the Supplier and in return for the price paid to CREWISE. It is materialized by a computer validation click by the Supplier (i) of the subscribed options, (ii) of these general terms and conditions, and (iii) of the terms of use of the Application.

Application: Refers to any mobile application accessible by download via the "App Store" and/or "Google Play Store", developed and owned by CREWISE.

Contract: Refers to the contractual documents legally binding CREWISE and the Supplier and which consist of (i) the options subscribed by the Supplier directly on the Application, (ii) these general terms and conditions, and (iii) the terms of use of the Application.

CREWISE: Refers to the company CREWISE GROUP, SAS with a share capital of €900, having its registered office at 46 Boulevard RISSO in 06300 NICE (France), registered with the RCS of Nice under number 922269709, Email: support@get-crewise.com, Phone: +33 7 56 94 51 38, VAT number FR54922269709.

Supplier: Refers to any natural or legal person, public or private, acting for purposes within the scope of its commercial, industrial, artisanal, liberal, or agricultural activity, including when acting on behalf of or for another professional and who subscribes to any Subscription with CREWISE or requests any Services from CREWISE.

Party: Refers to CREWISE or the Supplier.

Parties: Refers to CREWISE and the Supplier.

Services: Refers to the services provided by CREWISE within the framework of any Application and notably the right to use the Application for the Supplier, the hosting services of the Application and the contents of the Application, and the maintenance of the Application.

User: Refers to one or more members of a transport crew of any kind, notably air or maritime, who benefit from the right to use the Application.

Article 4. Contract

The Contract is formed and concluded between CREWISE and the Supplier from the validation by computer click directly on the Application by the Supplier (i) of the options chosen by the Supplier, (ii) of these general terms and conditions without reservation, and (iii) of the terms of use without reservation. Any computer validation click manifests the firm and unreserved will of the Supplier to benefit from the Application and the options chosen by him.

The Contract consists of (i) these options chosen by the Supplier, (ii) these general terms and conditions, and (iii) the terms of use that apply and legally bind CREWISE and the Supplier from their validation by computer click. Upon any computer validation click of the options chosen directly on the Application, these general terms and conditions, and the terms of use of the Application, the Supplier is deemed to have read all these contractual documents and acknowledges being bound by the terms of all these contractual documents. This validation entails automatic and unreserved adherence of the Supplier to these contractual documents.

The Supplier's general terms and conditions, particularly its general purchasing conditions, or any other similar document written or usually used by or for the Supplier, are not enforceable against CREWISE, except with specific written consent.

Article 5. Contract concluded off-premises

Provisions applicable only in the case of an "off-premises contract" within the meaning of the provisions of Articles L. 221-1 and following of the French Consumer Code, namely when the subject of the contract concluded with CREWISE does not fall within the main activity of the Supplier solicited and the number of employees employed by the latter is less than or equal to five.

Provided that the Contract falls within the scope of an "off-premises contract" within the meaning of Article L. 221-1 of the French Consumer Code, notably when the subject of the Contract concluded with CREWISE does not fall within the main activity of the Supplier solicited and when the Supplier's workforce is less than or equal to five employees, the Supplier is informed that he has a period of fourteen (14) calendar days starting from the day after the conclusion of the Contract to exercise, if he wishes, his right of withdrawal from the Contract. This right is exercised without giving any reason. If the aforementioned period expires on a Saturday, Sunday, or public holiday, it is extended until the next working day.

To exercise the right of withdrawal, the Supplier must notify CREWISE of his decision to withdraw from the Contract before the expiration of the aforementioned period of fourteen (14) days by means of an unambiguous declaration (for example, a letter sent by post or email). The Supplier may use the model withdrawal form below, which is not mandatory.

The Supplier returns or restitutes any products acquired from CREWISE or to a person designated by the latter, without undue delay and, at the latest, within fourteen (14) days following the communication of his decision to withdraw.

In case of withdrawal, payments received by CREWISE will be refunded no later than fourteen (14) days from the day CREWISE is informed of the decision to withdraw using the same means of payment used by the Supplier.

CREWISE will not receive any payment for seven (7) days from the conclusion of the "off-premises" Contract.

This right cannot be exercised in the case of the provision of services or digital content not supplied on a tangible medium when the execution has begun after the Supplier's prior agreement and express waiver of his right of withdrawal.

MODEL WITHDRAWAL FORM
To the attention of CREWISE GROUP, 46 Boulevard RISSO in 06300 NICE (France),
or by email: support@get-crewise.com

I/we (*) hereby notify you of my/our (*) withdrawal from the contract for the sale of the good (*)/for the provision of services (*) below:
Ordered on (*)/received on (*) :
Name of the Supplier(s) :
Address of the Supplier(s) :
Signature of the Supplier(s) (only if this form is notified on paper) :
Date :

(*) Delete as appropriate.

Article 6. Duration of the Contract

The Contract comes into force and takes effect on the day of its conclusion. The Supplier can benefit from access and use of the Application and the subscribed options from the effective date of the Contract.

Unless special conditions are agreed with CREWISE, any Contract is concluded for an initial period of twelve (12) months from its effective date ("Initial Period"). At the end of this Initial Period of twelve (12) months and unless opposed by one of the Parties sent to the other Party by registered letter with acknowledgment of receipt at least one (1) month before the end of this term, the Contract is renewed by tacit agreement between the Parties for successive periods of twelve (12) months ("Renewal Period"). It is the responsibility of the Party wishing to terminate the Contract to notify the other Party by registered letter with acknowledgment of receipt no later than one (1) month before the end date of the Initial Period or the current Renewal Period. Failing to respect these forms or deadlines, the Contract is renewed for a new Renewal Period of twelve (12) months and each Party must execute it until the end of the Renewal Period. Any renewal gives rise to a new Contract whose content is identical to the previous one and the clauses of the Contract are applicable in their entirety and are, in this respect, indivisible.

Article 7. Price

Price determination - CREWISE Services are provided according to the prices in effect on the day of the conclusion of any Contract by the Supplier. The prices depend on the options subscribed by the Supplier.

Currency of prices – All prices are expressed in Euros and excluding taxes (HT).

Validity period of prices - Prices are firm and non-revisable during their validity period. CREWISE reserves the right, outside this validity period, to modify prices at any time.

Exclusion of prices - The price does not include accessories, taxes, levies of any kind (particularly fiscal) and all other costs, notably costs related to electronic communications, telecommunications, and the Internet network.

Price revision - Any price may be revised annually and automatically by CREWISE on the anniversary date of the Contract according to the French SYNTEC index unless in the case of a negative index or, in case of the disappearance of the index, by any other equivalent indices.

Price reductions - The Supplier may benefit from discounts, rebates, and reductions depending on the number of options subscribed to an Application.

Article 8. Payment terms

Billing terms – Invoices are issued in Euros and excluding taxes (HT). Any amount expressed excluding taxes is increased by the taxes in effect, particularly the French value-added tax (VAT), at the rate applicable on the billing day. Any invoice is issued electronically and made available to the Supplier in his Account.

Payment currency – All prices are payable exclusively in Euros.

Payment deadlines – Unless otherwise agreed by mutual agreement between CREWISE and the Supplier, payments are to be made in cash.

Payment methods - All payments are to be made to the Store account [Alternative: by bank transfer to the account held by CREWISE].

Discount - No discount will be applied in case of payment before the date resulting from the application of these general conditions.

Late payment penalties - Any late payment automatically incurs late payment penalties due the day following the payment date indicated on the invoice if the amounts due are paid after this date. These late payment penalties are calculated on the amounts due paid after the payment date indicated on the invoice by applying a late payment interest rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points. The rate applicable during the first half of the concerned year is the rate in effect on January 1st of the concerned year. For the second half of the concerned year, it is the rate in effect on July 1st of the concerned year. Late payment penalties are due without the need for a reminder.

Collection costs - Any Supplier in a situation of late payment is automatically liable to CREWISE for a fixed indemnity for collection costs of 40 euros. When the collection costs incurred are higher than this fixed indemnity, CREWISE may request additional compensation, with justification. This indemnity does not apply in case of the opening of a safeguard, recovery, or liquidation procedure against the Supplier which prohibits the payment of the debt due to CREWISE on its due date.

Payment Allocation – Any partial payment is allocated primarily to the fees, indemnities, and interest owed to CREWISE.

Article 9. Warranty

Unless otherwise agreed upon by mutual agreement between CREWISE and the Supplier, the warranty of CREWISE is limited to the warranty provided in the Application's terms of use. In the absence of provisions regarding the warranty of CREWISE in the Application's terms of use, the warranty is limited to the legal warranties in force according to French laws on the date of the conclusion of the Contract.

Article 10. Insurance

The company CREWISE declares that it is insured with a solvent insurance company for the harmful consequences for which it could be held responsible under the Contract. The Supplier may request the communication of an insurance certificate indicating the nature of the risks covered and their amount.

Article 11. Intellectual Property

CREWISE is the holder and owner of all intellectual property rights of all Services, the Application, and all content created by CREWISE and made available on the Application, even those provided at the request of the Supplier, including content, scenarios, texts, images, videos, and software provided.

The Supplier is therefore prohibited from any reproduction or exploitation, even partial, of these elements without the express, written, and prior authorization of CREWISE, in accordance with article L. 122-4 of the French intellectual property code.

In the event of a license to use these elements, only the patrimonial rights explicitly stated in the special conditions agreed upon by mutual agreement between CREWISE and the Supplier, to the exclusion of any other document, within the limits specified therein (type of rights granted, destination, extent, geographical limit, or duration) and subject to the full payment of all amounts due, will be granted for the duration agreed upon between CREWISE and the Supplier.

Article 12. Guarantee

In accordance with the provisions of article 1204 of the French civil code, the Supplier guarantees the compliance by its personnel and employees with the terms and obligations of all the stipulations of the Contract.

Any non-performance, poor performance, or delay in the performance of the terms and obligations of any of the stipulations of the Contract by its personnel or employees obliges the Supplier to compensate for the entire damage that this non-performance, poor performance, or delay would cause to CREWISE.

Article 13. Force Majeure

CREWISE or the Supplier cannot be held responsible for a breach of one of its contractual obligations resulting from the occurrence of a force majeure event.

Force majeure events are those considered as force majeure by French jurisprudence as well as war(s), social unrest, strike(s), lock-out situation(s), attack(s), bad weather, epidemic(s), pandemic(s), earthquake(s), flood(s), water damage, fire(s), blockage, interruption or disruption of the Internet network, blockage, interruption or disruption of communication, transport or supply means (including electronic communications and telecommunications networks), hacking, hacking practices, or any commercial boycott decided by a State or embargo.

The execution of the Contract is suspended for the duration of the force majeure event. The suspension cannot in any case be a cause of liability for non-performance of one or more contractual obligations that cannot be performed during the force majeure event, nor induce the payment of damages or late penalties.

As soon as the force majeure event disappears, the Parties will make every effort to resume the normal execution of their contractual obligations as soon as possible.

Article 14. Poor Performance or Non-performance of the Contract

Exception of Non-performance - In case of non-compliance with the payment terms stated in these general conditions, CREWISE reserves the right to suspend the provision of all Services, particularly the options subscribed by the Supplier to the Application and, consequently, the execution of its obligations until full payment of the amounts due by the Supplier, without prejudice to the application of any other sanction provided for in this article.

Specific Performance - By derogation from the provisions of articles 1221 and 1222 of the French civil code, the Supplier cannot request specific performance of one of CREWISE's obligations in case of breach by CREWISE of one of its obligations and in particular the Supplier cannot (i) perform the obligation itself or, with prior authorization from the judge, destroy what has been done in violation of it, (ii) request CREWISE to reimburse the amounts incurred for this purpose, or (iii) request in court that CREWISE advance the necessary amounts for this performance or destruction.

Price Reduction - By derogation from the provisions of article 1223 of the French civil code, no price reduction for all Services provided by CREWISE under the execution of the Contract can occur in favor of the Supplier.

Termination - The Contract is terminated automatically and without judicial intervention (i) in case of non-payment by the Supplier of any amount due to CREWISE on its due date or (ii) in the cases provided for in the Application's terms of use. The termination is effective fifteen (15) calendar days after a formal notice to the Supplier, unless the Supplier has fully and completely performed within this period. The formal notice is made by registered letter with acknowledgment of receipt. It mentions this clause.

Liability – The company CREWISE is responsible for the Services and the Application within the limits of the laws in force and the stipulations of these general conditions. The company CREWISE is only bound by an obligation of means and not of result concerning all Services provided under the conclusion of any Contract between CREWISE and the Supplier. The liability of CREWISE can therefore only be engaged in case of proven fault or negligence by the Supplier and under the reservations mentioned in this article.
Exclusion of Indirect Damages – The liability of CREWISE can only be engaged for the sole direct and foreseeable damages of the Supplier, excluding all indirect or unforeseeable losses or damages of the Supplier or third parties. Indirect or unforeseeable losses or damages of the Supplier or third parties include in particular any indirect damage recognized by French jurisprudence, immaterial damage, lost profit, loss, inaccuracy or corruption of files or data, commercial damage, loss of operation, loss of turnover, loss of profit, loss of clientele, loss of order, damage to brand image, destruction or deterioration of files or programs, or any loss of opportunity of any kind, in relation to or resulting from the non-performance or poor performance of one or more obligations of CREWISE.
Liability Cap - In any case, if the liability of CREWISE were to be engaged, the compensation for the Supplier's damage will be limited to all damages combined, to the total amount of prices paid by the Supplier to CREWISE, even if the Supplier's damage proves to be higher. This liability cap does not apply in case of fraud or gross negligence committed by CREWISE under the Contract.
Time Limit for Court Action - In case of non-performance or poor performance by CREWISE of any of its contractual obligations, whatever the cause, the Supplier must bring a claim for compensation before the competent courts within a maximum period of one (1) year from the date on which the Supplier first became aware of the non-performance or poor performance. In any case, the liability of CREWISE can only be engaged for the sole damage for which the company CREWISE is directly responsible, without any joint or in solidum liability with a third party who contributed to the damage.

Article 15. Effects of Any Termination of the Contract

The clauses relating to intellectual property, liability, non-solicitation of personnel, and dispute resolution remain in force regardless of the cause of the termination of the Contract.

Article 16. Non-solicitation of Personnel

Without the express and prior agreement of CREWISE, the Supplier is prohibited during the entire duration of the execution of the Contract and for a period of twelve (12) months following the end of the Contract for any reason:

  • From directly or indirectly using the services, in any form whatsoever, of any person working or having worked for CREWISE during the execution of the Contract or participating or expected to participate in the provision of the Services, even if the initial solicitation is initiated by the person themselves,
  • From attempting, in any way whatsoever, directly or indirectly, to persuade or incite these persons to leave CREWISE,
  • From directly or indirectly hiring or having these persons hired by a third party with whom the Supplier has business relations.

In case of non-compliance with this article, the Supplier will owe CREWISE a lump sum indemnity equal to the gross salaries actually received during the twelve (12) months preceding the departure of the solicited person, without prejudice to any other damages.

Article 17. Commercial Reference

Unless otherwise stated in writing by the Supplier, the Supplier authorizes CREWISE to mention its corporate name, brand, logo, or trade name in CREWISE's reference lists or for communication purposes to CREWISE's prospects and/or Suppliers (example: publication on the Application, website, or social networks of CREWISE).

Article 18. Applicable Law

The Contract concluded between CREWISE and the Supplier is entirely and exclusively governed by French law. The documents forming the Contract are written in French. In the event that these documents are translated into one or more languages, only the French text will be authoritative in case of dispute.

Article 19. Competent Jurisdiction

Any difficulty arising from the conclusion, execution, interpretation, or termination of the Contract for any reason, or more generally from the commercial relationship between CREWISE and the Supplier, not resolved amicably, will be under the exclusive jurisdiction of the courts of the city of NICE (FRANCE) in the first instance, the location of CREWISE's registered office, and the city of AIX-EN-PROVENCE (FRANCE) on appeal.

Article 20. Miscellaneous

Non-waiver - The fact that CREWISE does not claim the application of any stipulation of the Contract or tolerates its non-performance temporarily or permanently, cannot in any case be interpreted as a waiver by CREWISE to exercise the rights that the company CREWISE holds under the Contract.

Tolerance – The fact that CREWISE tolerates a non-performance or imperfect performance of any contractual obligation or more generally tolerates any act, omission, or omission of the Supplier not in accordance with the contractual stipulations cannot confer any right to the Supplier who benefits from such tolerance.

Nullity, Invalidity, or Inapplicability of a Clause - If any stipulation of the Contract is declared null, invalid, inapplicable, or void, particularly under a law, regulation, or final court decision, it will be deemed unwritten and the other stipulations of the Contract will remain in force and retain their full force and effect. CREWISE and the Supplier will endeavor within three (3) months from the event that caused the nullity, invalidity, or inapplicability of the stipulation(s), to agree on the terms of a replacement stipulation respecting the spirit and economy of the previous stipulation and more generally of the Contract, and in accordance with the interpretation rules of articles 1188 and following of the French civil code.

Interpretation - The use of the term "notably" in the Contract means that the enumeration that follows is not exhaustive and therefore does not have a limiting character.

Modification of these Conditions – These conditions may be modified by CREWISE, particularly in response to legislative changes. The version applicable to the Supplier is the one in force on the day of subscription to any subscription to the Application or on the day of renewal of any contract.

Update

Update date: 20/08/2024