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GENERAL SALES CONDITIONS 2015


Any CLIENT wishing to use the services and products of Clic and Walk is assumed to have first read and understood the present General Terms and Conditions and to have expressly accepted the terms without any reservations.

ARTICLE 1: DEFINITIONS

« Parties » : Clic and Walk and the CLIENT.

« CLIENT » : a natural or legal person, acting solely in the framework of their professional activity and soliciting the services and products of Clic and Walk. Any request by a natural person acting solely in the capacity of a consumer must be notified as such to Clic and Walk who shall give an appropriate response after due consideration within 15 working days

« Contract » : is based on the General Terms and Conditions and pricing elements (such as estimates, PROFORMA invoices) and stipulates the entirety all of the obligations in effect between the Parties. It cancels and replaces all previous documents and agreements in effect between the Parties. The CLIENT is invited to take note of, approve and sign the contract when placing a regulated order using an On-Line or Off-Line mode of access.

« Off-Line Access » : accès aux prestations de Clic and Walk via directement l’équipe commerciale de Clic and Walk.

« On-Line Access » : access to Clic and Walk services on www.clicandwalk.com via the user interface.

« Website » : the site accessible at www.clicandwalk.com.

« DATA » : the data collected and transmitted by the ClicWalker community and commercialized for the CLIENTS. It may concern in particular, photographs, videos, sounds, geolocalizations, auto-polls with opinions and responses to questionnaires. Such DATA also includes material entrusted by the CLIENT in the form of access to databases in accordance with the provisions of section L. 112-3 of the French Intellectual Property Rights Code, and such DATA may be transmitted in a raw state or in the form of marketing studies, resulting from consolidation and analysis, for statistical ends.

« ClicWalkers » : designates all natural persons registered on the Website or on the Clic and Walk application who have joined the ClicWalker community in order to collect data and information for transmission to Clic and Walk.

« Clic and Walk Software » : any software for which Clic and Walk holds all or part of the intellectual property rights, and which is therefore duly provided by Clic and Walk, exclusively or otherwise, in the framework of the present Contract, including in particular but not limited to the Missions management application and access to the on-line reporting tool provided on www.clicandwalk.com.

« Third-party Software » : third-party proprietary software that ensures the correct functioning of a Clic and Walk Program, and which is provided by or made available to the CLIENT by Clic and Walk for the execution of the present Contract.

« Force Majeure » : event recognized jointly in law and by the judicial courts as being unpredictable, uncontrollable and external, as well as any other event that may drastically change the economic viability of the Contract and stop its execution independently of the wishes of the Parties concerned, and in particular but not limited to internal and external social conflict, intervention by civil or military authorities, war or hostilities whether declared or not, acts of terrorism, public disorder and riots, natural catastrophes, fire, floods, epidemics, pandemics, sanitary conditions, poor functioning, disruption or interruption of telecommunication or IT networks, shortcomings of a supplier or sub-contractor that limit or stop the execution or provision of services, unavailability of services, equipment or related components provided by Clic and Walk service providers.


ARTICLE 2: SCOPE OF SERVICES

Within the framework of entrusted services, and at the request of its CLIENTS, Clic and Walk is commissioned in particular to collect DATA in various forms from a community of ClicWalkers in order to process, compile and make such data available in the form of databases, in accordance with the provisions of section L. 112-3 of the French Intellectual Property Rights Code.

Depending on CLIENT specifications, such information may be collected in different places, on French territory or in other countries where Clic and Walk has established the aforementioned community.

Where appropriate, DATA analysis services (such as reporting or summarizing) may be entrusted by the CLIENT to Clic and Walk or to a service provider listed by Clic and Walk.


ARTICLE 3: CONTRACTUAL DOCUMENTS

3.1. The Contract prevails ipso jure over all terms and conditions stipulated in documents issued by the CLIENT, in particular in his own General Terms and Conditions and Conditions of Purchase.

3.2. In the event of conflict with a previous version of the present General Terms and Conditions, solely the version in effect at the time of signature of the present Contract is applicable. Nevertheless, in the event of on-line approval of a new version of the General Sales Conditions on the www.clicandwalk.com site, the said version shall prevail over all other previous versions.

3.3. Commercial information and documents concerning Clic and Walk services are not contractual and are therefore not binding in any way.

3.4. Clic and Walk reserves the right to modify the Contract but shall endeavor to notify the CLIENT beforehand. No modification of the Contract at the initiative of Clic and Walk shall give rise to any claim for damages/interest, nor to any other form of compensation to the CLIENT.

3.5. On-line subscription

3.5.1. Clic and Walk enables CLIENTS to undersign the present Contract on the Website in accordance with the following stipulations. The signatory declares that he/she is duly authorized to undertake such a commitment in the name and on behalf of the CLIENT.

3.5.2. At the moment of signing the on-line Contract, the CLIENT must dispose of all the elements that are indicated to him/her by Clic and Walk and in particular :

  • - A valid email address ;
  • - A valid mobile phone number ;
  • - An intracommunity VAT number ;
  • - a company registration number ;
  • - A computer terminal with an operating system, browser, and the necessary software and programs to use the Services.

Clic and Walk does not vouch for the compatibility of the Website with all browsers and add-ons such as PDF readers, and in particular for previous versions.

3.5.3. The CLIENT is invited to complete the on-line subscription form and promises Clic and Walk that the information communicated is true, correct and up-to-date. The CLIENT is invited to update all communicated information via his/her space on the Website, and to proceed to make any necessary corrections.

3.5.4. The Parties declare themselves to be committed to completing the validation procedure for the present General Terms and Conditions. Both parties agree not to contest the contents, reliability, integrity or probative value of documents based solely on the fact that such documents are drawn up or signed by electronic means.

3.5.5. Use of the Website services also necessitates the opening of an account, which requires that an identifier is given and a password is chosen. The password is personnel and confidential. The CLIENT is solely responsible for it. He/she agrees not to reveal it to third parties and to take all the necessary measures to avoid third parties gaining access to it.

The CLIENT undertakes to notify Clic and Walk without delay of the loss or usurpation of his/her password. Failing this, and without evidence to the contrary, all connections or transmissions of instructions or data by means of the password will be reputed to come from the CLIENT who will be held solely liable. To be taken into account, all claims from the CLIENT shall be sent to the following email address: isabelle@clicandwalk.com.


ARTICLE 4: ACCESS AND OBLIGATIONS OF THE PARTIES

4.1.Preconditions of access: Clic and Walk reserves the right of non-acceptance regarding a CLIENT if it is apparent that the request of the CLIENT manifests the wish to elude or circumvent the stipulations of the present Contract or to commit fraud or a violation of the Law.

4.2.Obligations

4.2.1. The CLIENT communicates his/her requests, either directly to his/her interlocutors via Clic and Walk, or via the application available online at www.clicandwalk.com.

Generally, and in a non-exhaustive way, the CLIENT shall indicate:

  • . The exact subject of the request
  • . The type of information desired
  • . The volume of DATA desired
  • . The list of addresses where the mission is to be carried out, in a usable electronic format (.xls, .csv…)
  • . All information that he/she deems to be necessary to specify the request (in accordance with proposed examples, such a taking a photo of a menu or the front of a restaurant...)

4.2.2. The CLIENT is informed that the collection of DATA also depends on the availability of ClicWalker members (registered users of the application or the website) of the Clic and Walk community.

In the event that the maximum amount of DATA is not reached, Clic and Walk, who deploy all available tools to satisfy CLIENT requests as far as possible, cannot be held to blame.

In the event of continual difficulty with one or more particular types of DATA, after prior sorting by Clic and Walk, the CLIENT shall communicate his/her grievances to Clic and Walk on reception of the DATA, by contacting the sales service within two work days from the date of delivery.

If deemed necessary, Clic and Walk will launch a second call to community members once the parties have agreed upon the nature of the grievances communicated by the CLIENT.

As soon as the DATA target is reached, or by default, if the deadline is reached, Clic and Walk shall make the DATA accessible to the CLIENT in the form of databases, on physical or electronic mediums agreed beforehand with the CLIENT, and within any limits imposed by the availability of ClicWalkers.

4.2.3. In the event of a new and/or specific and/or urgent request, the CLIENT is informed that such circumstances may give rise to a surcharge, the amount of which shall be communicated to him/her at the moment the order is placed, and based on deadlines given.

4.2.4. Clic and Walk agrees to respect confidentiality of results obtained from collected and processed DATA on behalf of the CLIENT, as well as confidentiality of analyses and studies carried out on such DATA.

4.2.5.Database property rights

The CLIENT acknowledges that the commercialized DATA remains entirely and solely the property of Clic and Walk, based on the fact that Clic and Walk are the sole producers of the databases under the provisions of section L. 341-1 and subsequent sections of the French Intellectual Property Rights Code, and that the DATA is duly protected, independent of any protection afforded by copyright law or any other rights over a database or one of its constitutive elements.

In consequence, in the capacity of producer of information contained in database files, CLIC and Walk solely dispose of the right of extraction and reuse of the whole or part of the data contained in the database files under the provisions of section L 342-1 of the French Intellectual Property Rights Code. Violation of any of these rights by the CLIENT is punishable under section L. 343-1 of the French Intellectual Property Rights Code.

Furthermore, the CLIENT acknowledges that the Data files constitute an original work and that CLIC AND WALK conserves, as such, property rights over the files as author in accordance with section L. 111-1 of the French Intellectual Property Rights Code. In consequence, any violation of the rights of CLIC AND WALK as defined above constitute an infringement of copyright, punishable under section L. 335-2 of the French Intellectual Property Rights Code.

In consequence, the use of Data Files of which CLIC AND WALK is owner is only authorized under the conditions defined in the present General Sales Conditions. 

4.2.6.Exclusive User Licence

The CLIENT only disposes of exclusive user licence rights and DATABASES for the purpose of internal communication in his/her company, in relation to marketing and communication studies.

In no circumstances shall any content in the DATA be extracted from the databases, or broadcast to the public, in any form or on any medium, nor be the subject of any right of use and in particular in the event of a business acquisition or sub-licence agreement with a third party, in accordance with the provisions of sections L. 342-1 and L. 342-2 of the French Intellectual Property Rights Code.

The exclusive user licence is granted for a fixed and limited period of time of three months from the date of delivery of services. The parties agree that for any licence extension or new licence request concerning the same DATA, Clic and Walk shall be entitled to draw up a new estimate which will subsequently be used for invoicing.

The CLIENT is responsible for the proper use of the DATA provided by his/her employees, temporary staff, authorized representatives or sub-contractors within the framework of the present licence covered in the present Contract, and for protecting access codes to Clic and Walk services. To this end, the CLIENT shall take all the appropriate measures to protect such access codes. The CLIENT shall be held liable for any consequences of access by a non-authorized third party to Clic and Walk services.

Any non-conform use may lead to legal proceedings, in particular concerning infringement of copyright, unfair competition or breach of contract. The CLIENT therefore agrees to compensate Clic and Walk for any harm caused by such events, and any such cases, to indemnify Clic and Walk for any consequences of an ensuing claim or litigation (in particular in the event of civil and/or criminal proceedings undertaken by a third party against Clic and Walk).


ARTICLE 5: RESPONSIBILITY OF Clic and Walk

5.1. Clic and Walk agrees to do its utmost to accomplish its obligations in the framework of the Contract in accordance with the best professional practices in use.

In any event, Clic and Walk is only bound by an obligation of means in the framework of the execution of the present contract. Clic and Walk cannot guarantee in particular the amount of DATA collected and processed in accordance with the wishes of the CLIENT.

Clic and Walk cannot be held liable for the ClicWalker community which is in no manner legally subordinate to Clic and Walk.

5.2. Unless stipulated otherwise, Clic and Walk is not obliged to give advice on the suitability of its services vis à vis the needs of the CLIENT. Possible analyses provided by Clic and Walk or its service providers are given as an indication, based solely on information communicated by the CLIENT.

5.3. If Clic and Walk does not execute all or part of its obligations as defined in the Contract, the CLIENT may, provided that it can be proved that Clic and Walk is at fault, demand compensation for any direct harm that the CLIENT may have incurred and for which he/she can provide proof.

Whatever the nature of the legal proceedings, their legal basis and the type of claim made on Clic and Walk, the damages due to the CLIENT as compensation for proven direct harm cannot exceed, except in the event of serious or intentional misconduct by Clic and Walk, a maximum sum equal to the sums due for the service(s) in question entrusted to Clic and Walk.

5.4. Clic and Walk shall in no way be held responsible for:

  • - harm caused by part or total non-execution by the CLIENT of his/her own obligations and in particular within the framework of the Contract or any law, regulation or applicable norm;
  • - indirect harm even if Clic and Walk was aware of the possibility of such harm arising. The Parties agree expressly and in particular that the following constitute indirect harm and therefore do not give rise to a claim for compensation: loss of clients, loss of image, loss of business, additional costs connected with a migration to another system in the event of unavailable services, loss of savings and any legal proceedings directed against the CLIENT by a third party;
  • - harm that could have been avoided if the CLIENT had shown reasonable diligence to this end;
  • - harm caused by DATA and information provided by the CLIENT;
  • - harm that can be imputed to a third party, in particular service providers involved directly or indirectly with procurement under the present contract.

5.5. In the event of orders for on-line services, the CLIENT is solely responsible for the configuration of settings, options and management rules. Clic and Walk cannot in any circumstances be held responsible for such choices made by the CLIENT.

5.6. The CLIENT is solely responsible for elements that he/she transmits to Clic and Walk for the purpose of present Contract. The CLIENT declares him/herself to be the owner and/or dispose of all user rights over such elements in the framework of the present Contract and therefore agrees to indemnify Clic and Walk for any consequences of an ensuing claim or litigation by a third party.

5.7. In no circumstances shall Clic and Walk be held responsible for any harm or prejudice caused or compensation arising thereof due to the occurrence of an event in the event of Force Majeure.

5.8. In any event, the CLIENT shall inform Clic and Walk without delay of any legal proceedings or claim formulated by one of its own clients, or by any other third party in relation to the use or functioning of Clic and Walk services and to transmit to Clic and Walk without delay any information and all useful documents in order to understand the circumstances and the scope of the litigation including its possible outcome.

5.9. Clic and Walk cannot be held liable in the event of use by a third party of the "User" access code provided online and communicated to the CLIENT during the registration procedure as mentioned above.

5.10. The CLIENT shall make known any possible claim connected with the execution of the present Contract within 2 work days from the moment of reception of Clic and Walk services under question.

5.11. Clic and Walk cannot be held responsible for the non-realization of the collection of Data requested by a CLIENT in the event of a refusal by the person in charge on the premises where the collection should take place. Invoicing is still payable.


ARTICLE 6: RESPECT OF REGULATIONS IN EFFECT AND THIRD-PARTY RIGHTS

6.1. The CLIENT agrees not to diffuse directly or indirectly, in any way and in any form whatsoever, directly or indirectly by means of Clic and Walk, content that is illicit, illegal or that infringes third party rights and in particular content that :

  • - is contrary to public order and good moral standards ;
  • - is of a pornographic or pedophilic nature; insulting, defamatory, or brings into disrepute a person's honour or reputation;
  • - is of a racial nature, inciting racial hatred or revisionist vis à vis crimes against humanity; of an outrageous or scornful nature;
  • - constitutes threats of any nature, addressed to one or more persons ;
  • - incites to commit an offence, a crime and more generally any act punishable by law; constitutes computer piracy in all its forms;
  • - is an infringement of copyright or of intellectual property rights (copyright and related rights, trademarks and logos, patents, images and models);
  • - and in general does not respect others' privacy, protection of personal data or third party rights.

6.2. In such circumstances, and/or in the event of conviction of the CLIENT, Clic and Walk may totally terminate the Contract, or partly terminate the contract vis à vis the DATA of which such use led to incrimination.

6.3. Clic and Walk may be obliged to suspend execution of the Contract in question:

  • - for a period that cannot exceed three (3) months if it is urgent to stop the actions of the CLIENT, in particular due to an infringement, a risk of infringement or aggravation of an infringement of third party rights, or of those of Clic and Walk;
  • - in the event of legal proceedings for criminal offences against the CLIENT due to the use of a Clic and Walk service, and until the final verdict is announced by the appropriate legal entity.

6.4. Depending on the gravity of the situation, suspensions and/or terminations announced at the initiative of Clic and Walk shall be:

  • - either ipso jure, without prior notice and without the need for any other formality other than the transmission of a registered letter with acknowledgement of Receipt as means of notification.
  • - or after prior notification addressed to the CLIENT to cease the violation in question, and where such warning remains without effect after a fixed period of time.

ARTICLE 7: FINANCIAL CONDITIONS

7.1 Pricing

Prices depend on the needs of CLIENTS and an estimate is systematically drawn up based on elements given to the sales manager of Clic and Walk (orders taken "Off-line"), or according to parameters configured by the CLIENT on the Website (orders taken "On-line"). When an estimate is accepted, the CLIENT is also invited to take note of, to approve and sign the present Contract.

The prices given do not include VAT or delivery costs, and are those in effect at the moment the estimate is validated. The content and the price of offers made may be modified depending on how the offers develop.

7.2 PAYMENT PROCEDURES 

7.2.1. In general, the total sum of the service, as given in the validated "Off-Line" or "On-Line" estimate, shall be settled in full before the mission begins.

Clic and Walk sends a 100% advance payment invoice by email to the CLIENT who agrees to proceed to settle the invoice immediately.

The CLIENT may proceed to make payment by bank transfer or by bank card (PayPal services) in particular. Please note that the minimum amount payable by bank card or to credit a pre-paid account is 15 Euros. The maximum amount is 3,000 Euros.

The CLIENT shall ensure that he/she is duly authorized to use the bank card for which the details have been communicated to Clic and Walk.

Clic and Walk services can only be executed after full payment of the advance payment invoice.

A final invoice will be addressed to the CLIENT on delivery of services.

7.2.2. Any estimate validated by whatever means (email, letter signature...) in "Off-Line" or "On-Line" mode is reputed to be definitively accepted and cannot be subject to modifications thereafter.

7.2.3. It is understood between the parties that in "On-Line" mode, Clic and Walk reserves the right to cancel a CLIENT order and to reimburse any payment made against the advance payment invoice if it is subsequently discovered that the service solicited by the CLIENT is contrary to the Law or sense or good moral standards or does not correspond to the competence and know-how of Clic and Walk.

7.2.4. In the event of a total non-payment after the contractually fixed deadline has expired, for whatever reason and in particular if the bank card used has been blocked or in the event of insolvency of the account to which it is linked or if the authorized limit of the bank card has been exceeded, the accepted estimate acknowledged as an order by Clic and Walk shall be, at the discretion of Clic and Walk, either deferred or cancelled and any corresponding documents and files destroyed.

7.2.5. Any delay of payment shall automatically, and without prior notice, result in late payment interest applicable from the day after payment was due, calculated at an annual interest rate of five times (5) the legal rate of interest in effect in France.

Furthermore, in accordance with sections L. 441-6 and D. 441-5 of French Commercial Code, the CLIENT shall be liable to pay Clic and Walk a forty (40) Euros flat-rate recovery fee. If the recovery costs truly incurred are more than the flat rate fee, additional compensation may be demanded from the CLIENT who will be provided with such proof.

7.2.6. The user licence, subject of the present Contract, is only granted against full payment.


ARTICLE 8: DIVESTMENT

The Services Contract is concluded by Clic and Walk on an intuitu personæ basis vis à vis the CLIENT. The Contract cannot be divested, in part or in total, for free or against payment, for whatever reason, without prior and the express and written agreement of Clic and Walk. It is understood, in the event of divestment of the Contract, that the CLIENT shall remain the joint guarantor for the transferee for a period of one (1) year from the date of divestment.

Clic and Walk may divest, transfer or give to a third parties, in any form whatsoever, the rights and obligations that arise from the present Contract, and shall notify the CLIENT as soon as possible.

ARTICLE 9: DATA PROCESSING, FILES AND INDIVIDUAL LIBERTIES (French Act)

Information collected by Clic and Walk concerning the CLIENT are covered by Act no. 78-17 of 06 January 1978 on Data Processing, Files and Individual Liberties (and amendments). A person may exercise his/her right of access and right of rectification of such DATA held by Clic and Walk. Please note that no prior declaration is required by the CNIL under the provisions of the simplified standard no. 48 concerning the processing and management of client and prospective client files (Deliberation no. 2005-112 of 07 June 2005).

The CLIENT has the right of opposition, access to and rectification of data concerning themselves at any time. To exercise this right, the CLIENT simply needs to send a request by email to: isabelle@clicandwalk.com.


ARTICLE 10: ADVERTISING

Clic and Walk is authorized by the CLIENT to use his/her name and logo, as well as, if necessary, a brief description of services provided for the purpose of communication and advertising.


ARTICLE 11: AGREEMENT ON PROOF AND ARCHIVING

Clic and Walk Services include the use and exchange of numerous DATA by electronic means, with no paper-based medium. Both parties agree not to contest the contents, reliability, integrity or probative value of a document based solely on the fact that such a document is drawn up or signed by electronic means with no paper-based medium.

Both parties expressly agree that such electronic means are reputed, without evidence to the contrary, to have the same degree of reliability and the same legal value as paper-based mediums. Clic and Walk archives information concerning the execution of Clic and Walk services, in particular the parameters of missions carried out, for a period of one (1) year from the date of delivery of the service.


ARTICLE 12: APPLICABLE LAW AND LITIGATION

If an amicable agreement cannot be reached, any litigation likely to occur between the Parties shall be settled under the exclusive jurisdiction of the courts in Lille, France. The present clause is applicable even in the event of interlocutory appeal or plurality of defendants. The contractual language and Contract is French. The Contract is only subject to French law.


ARTICLE 13: USER LICENCE FOR CLIC AND WALK SOFTWARE

Without prior and express and written authorization, no use of Clic and Walk Software or Third-Party Software can be made or initiated by the CLIENT outside the terms of the User licence, subject of the present Contract.

The CLIENT cannot under any circumstances:

  • - reproduce, in part or in whole, by any means or in any form, Clic and Walk Software or Third-party Software, with the exception of reproduction strictly necessary for the downloading, display, execution, transmission or storage of such software and this, solely for the purpose of its use under the conditions indicated in the previous Paragraph;
  • - modify or have modified, in any way whatsoever, Clic and Walk Software or Third-party Software and in particular translate, adapt or recompile such software.

The use of certain Clic and Walk Software is subject to a prior checking procedure by Clic and Walk. The procedure may consist of an on-line or off-line activation procedure intended to check the effective rights of the CLIENT within the framework of the Contract.

The CLIENT agrees to follow such an activation procedure when required to do so and to make no attempt to circumvent or override it.

The attention of the CLIENT is drawn to the fact that the checking procedures employ certain techniques to identify computer hardware used to run Clic and Walk Software.

The CLIENT is informed that any hardware modification may cause a Clic and Walk Software to become available.

In consequence, in the event of a migration of computer or modification of one or more hardware components, the CLIENT may be prohibited from accessing or only have limited access to Clic and Walk Software and Clic and Walk Services. It is the responsibility of the CLIENT to ensure his/her access to Clic and Walk Software in the event of a migration of computer or a change of computer hardware component(s) and, if necessary, to repeat the activation procedure.

Clic and Walk cannot be held responsible in any way, nor for any reason, for partial or total unavailability of Clic and Walk Software or Third-Party software following a migration of computer or a change of computer hardware component(s) at the initiative of the CLIENT or one of his/her employees, temporary staff or authorized representatives.

In the event of persistent problems, the CLIENT should contact the Clic and Walk client services without delay in order for the centre to identify the cause of the problem and to propose an appropriate solution with the CLIENT.


ARTICLE 14: SECURITY

Clic and Walk reserves the right to deny the CLIENT system access without prior notice in cases where such access would put the functioning or availability of the IT systems in danger, in particular due to:

  • - an abnormal use of the service;
  • - a denial of service attack via the CLIENT access, in other words a deliberate action with the purpose of slowing down the performance of or access to the service;
  • - the use of computer piracy tools and methods to access the DATA or systems of Clic and Walk.
  • Clic and Walk reserves the right to deny the CLIENT system access after notification and if corrective measures are not promptly taken by the CLIENT and in particular:
  • - in the event of problems connected with an infection caused by a computer virus or
  • - in the event of the use of wrong parameters, non-conform to specifications, for CLIENTS using automated deposit systems.

The CLIENT is informed that the services may be subject to modifications at any time and of any nature made by Clic and Walk to, in particular, improve the services, take into account technological, commercial, administrative, regulatory and/or legal developments or for reasons concerning system security and/or information vis à vis such Services. The CLIENT is not entitled to demand compensation for such reasons.

Clic and Walk
A simplified joint-stock company with a capital of 183,200 Euros
RCS Lille Métropole B 539 839 761
Registered office: 25 rue Corneille 59100 Roubaix
Intracommunity VAT number: FR 20 539 839 761