Terms and Conditions

Terms and Conditions of Use and Sale — DashlyBoard

Last updated: [15/05/2026]
Version: 1.0

In force since: [15/05/2026]

> ⚠️ The French version of these General Terms of Use and Sale (GTU/GTS) prevails over this English translation. The English version is provided for convenience only; in the event of any discrepancy in interpretation, the French version shall prevail.

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Preamble

These General Terms and Conditions of Use and Sale (hereinafter "T&Cs") govern the contractual relationships between:

On the one hand, Alexandre Biral, sole trader operating under the micro-enterprise regime, registered with the French National Business Register under number 104 122 668, with professional address at 2 place des Vergers, 78320 Le Mesnil-Saint-Denis, hereinafter referred to as "DashlyBoard", "the Publisher" or "the Platform Operator";

And on the other hand, any natural or legal person using the service, hereinafter referred to as "the User", "the Merchant", "the End Buyer" or "the Subscriber", as applicable.

The French version of these T&Cs shall prevail. In the event of any divergence of interpretation with a translation (English and other languages provided for reading convenience), only the French version shall prevail.

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Title I — COMMON PROVISIONS

1. Definitions

- Platform: the online service published by DashlyBoard, accessible at `dashlyboard.com` and its subdomains, enabling its users to create, manage and operate an online store and/or an ERP dashboard.

- Services: all features offered by the Platform under a Subscription and, where applicable, under the marketplace service.

- User: any person holding an account on the Platform.

- Merchant or Seller: any User who has taken out a Subscription allowing them to create a store and offer products or services for sale therein.

- End Buyer: any person making a purchase from a Merchant via their store hosted on the Platform.

- Content: any item published, uploaded or distributed by a User on the Platform (texts, images, videos, files, products, custom blocks, etc.).

- Subscription: a contract by which a User subscribes to one or more Services in exchange for a financial consideration.

- Consumer Subscriber (B2C): Subscriber who is a natural person acting for purposes outside the scope of their commercial, industrial, craft, professional or agricultural activity, within the meaning of the preliminary article of the French Consumer Code. Benefits from all mandatory protections provided by consumer law (Title III, Sub-Title A).

- Professional Subscriber (B2B): Subscriber who is a natural or legal person acting within the scope of a professional activity. Subject to the contractual regime specific to relationships between professionals (Title III, Sub-Title B), without the benefit of the right of withdrawal or the mandatory provisions of the Consumer Code, save where otherwise provided by law.

- Individual Seller: Merchant who is a natural person acting occasionally on a non-professional basis (resale of personal goods, occasional sales, etc.). Must switch to professional status as soon as their selling activity becomes regular (see § 19 below).

- Professional Seller: Merchant carrying out their selling activity on a professional basis (auto-entrepreneur, micro-enterprise, company, for-profit association, etc.).

- Commission: percentage levied by DashlyBoard on each sale concluded by a Merchant via the marketplace or hosted store, as compensation for the platform operator service. Governed by Title IV below.

- Stripe Connect: payment provider through which all payments made on the Platform are processed. Each Merchant opens a Stripe Connect account linked to the Platform.

- DAC7: Directive (EU) 2021/514, transposed into French law in article 242 bis of the General Tax Code, requiring platform operators to annually declare transactions concluded by their reportable Sellers.

2. Purpose

The purpose of these T&Cs is to define:
- The conditions for accessing and using the Platform (Terms of Use, Title II);
- The commercial conditions applicable to Subscriptions (Sales Terms, Title III);
- The conditions of the marketplace and the commission (Title IV);
- The respective obligations of the Publisher and the Users.

Use of the Platform implies full and unconditional acceptance of these T&Cs. The User acknowledges having read and accepted them before any use of the service.

3. Acceptance and modification

3.1 Initial acceptance
Acceptance of the T&Cs is materialised by ticking a checkbox when subscribing to a Subscription. Without such acceptance, the Subscription cannot be taken out.

3.2 Modifications
The Publisher reserves the right to amend these T&Cs at any time.

Any modification shall be notified to the User by:
- A persistent display in their dashboard;
- The sending of an email to the address associated with their account.

The modifications come into force 30 (thirty) days after notification. During this period, the User may:

- Accept the new conditions (either expressly or by continuing to use the service after the effective date);
- Terminate their account and Subscription without fees or notice, including if they were committed for a fixed term, in accordance with article L.224-33 of the Consumer Code.

In the absence of termination during this period, the new conditions are deemed accepted as from their effective date.

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Title II — GENERAL TERMS OF USE

4. Access to the Platform

4.1 Account creation
Access to the Platform is carried out at the User's choice:
- By connecting via a Google account (OAuth 2.0);
- By creating an account with an email address and password, secured by the option to enable two-factor authentication.

The User undertakes to provide accurate, complete and up-to-date information. They are solely responsible for the confidentiality of their login credentials.

Professional identity required for Merchants: any User operating a store on the marketplace must provide, when opening their store or before the first sale, their first and last name (or company name), their postal address, and — depending on their status — their SIRET and intra-Community VAT number. This identification is required by DAC7 (article 242 bis CGI) and allows DashlyBoard to fulfil its reporting obligations. A pseudonym may still be used as a public trade name, but the actual identity is mandatorily collected and kept internally.

Any activity carried out from an account is deemed to have been carried out by its holder. In the event of unauthorised use, the User must inform the Publisher immediately. Administrative tools are implemented by the Publisher to assist in such situations (temporary suspension of access, taking a store or product offline).

4.2 Legal capacity
The User declares having the legal capacity required to contract. Minors may only use the Platform with the authorisation and under the responsibility of their legal representative. The Platform is not intended for minors under the age of 15; in the event of a minor's registration, the Publisher shall delete the account without delay in accordance with article 7-1 of the French Data Protection Act.

4.3 Service availability
The Publisher undertakes to implement reasonable technical means to ensure a monthly service availability of 99%, calculated on the basis of the total time of the month concerned, excluding the exclusions set out below.

The following are not counted as unavailability:
- Scheduled maintenance operations, notified at least 48 hours in advance, carried out preferably during off-peak hours;
- Interruptions due to force majeure;
- Interruptions due to a computer attack (DDoS, intrusion, etc.) despite the implementation of reasonable security measures;
- Interruptions due to a failure of a third-party provider (host, CDN, DNS, payment service, etc.);
- Interruptions due to misuse of the service by the User;
- Interruptions due to a cause external to the Publisher (failure of the public Internet network, failure of the User's Internet service provider, etc.);
- Interruptions resulting from the suspension of the User's account for breach of these terms.

In the event of non-compliance with the SLA over a given calendar month, the User may request, upon written request within 30 days following the month concerned, a credit on their next payment according to the following scale:

- Availability between 98% and 99%: credit of 5% of the monthly amount.
- Availability between 95% and 98%: credit of 10% of the monthly amount.
- Availability between 90% and 95%: credit of 20% of the monthly amount.
- Availability below 90%: credit of 30% of the monthly amount.

These compensations constitute the sole and exclusive indemnification due by the Publisher in the event of unavailability of the service, to the exclusion of any other damage, direct or indirect.

5. User obligations

5.1 Lawful use
The User undertakes to use the Platform in accordance with its purpose, with these T&Cs, with the laws and regulations in force, and with the rights of third parties.

5.2 Prohibited content
The User expressly undertakes not to publish, distribute or sell any content:

- Counterfeiting or infringing the intellectual property rights of third parties;
- Of a child pornography nature or involving minors in a degrading manner;
- Inciting hatred, discrimination, violence or terrorism;
- Of a defamatory, insulting, racist, xenophobic, sexist, homophobic or immoral nature;
- Constituting a scam, fraud or attempted fraud;
- Infringing the privacy or image rights of third parties;
- Disclosing confidential or secret-protected information;
- Promoting illegal activities or products prohibited from sale (narcotics, prohibited weapons, protected species, etc.);
- Containing viruses, malware or any harmful code;
- Constituting manifest disinformation or substantially misleading the End Buyer.

5.3 Regulated products and services
The sale of products or services subject to specific regulations (alcohol, tobacco derivatives, medicines, food supplements, cosmetic products, gambling, financial services, etc.) is subject to the Merchant's compliance with applicable legal obligations (authorisations, licences, declarations, mandatory information, etc.). The Publisher reserves the right to prohibit certain categories of products without notice.

5.4 Respect of the Platform
The User undertakes not to:
- Access or attempt to access restricted areas without authorisation;
- Introduce viruses or any malicious code;
- Use unauthorised robots, scripts or automation (scraping, spam, etc.);
- Attempt to circumvent security measures or service limitations;
- Harm the image or operation of the Platform.

6. Platform operator status and reporting

6.1 Publisher's status
The Publisher acts:
- As a host within the meaning of article 6 of Law No. 2004-575 of 21 June 2004 (LCEN) for Content published by Merchants;
- As a provider of intermediary services within the meaning of Regulation (EU) 2022/2065 (Digital Services Act / DSA);
- As an online platform operator within the meaning of article L.111-7 of the Consumer Code and article 242 bis CGI (DAC7);
- As a provider of online intermediation services within the meaning of Regulation (EU) 2019/1150 of 20 June 2019 ("Platform-to-Business" / P2B) for relationships with Professional Merchants — transparency of terms and conditions, ranking parameters, written reasons in the event of suspension, and access to a dispute resolution mechanism.

As such, the Publisher has no general obligation to monitor hosted Content, but implements the measures provided for by law for reporting, removing manifestly illegal content and annually declaring reportable Sellers (see § 18 below).

Each Merchant may draft and present their own T&Cs to the End Buyer; a dedicated tool allows these conditions to be accepted by the Buyer at the time of payment.

6.2 Reporting mechanism
Any User may report Content they deem unlawful via the reporting form accessible from the Platform. The report must include:
- The identity and contact details of the reporter (except for categories allowing anonymity);
- The precise URL of the reported Content;
- The motivated reason for the report with categorisation;
- A declaration of good faith.

The Publisher processes reports as quickly as possible. Manifestly illegal Content (child pornography, advocacy of terrorism, harassment, etc.) is processed as a priority, within a maximum period of 24 hours where the law requires.

6.3 Abusive reports
Manifestly abusive or bad-faith reports may be sanctioned in accordance with article 6-I-4 of the LCEN: one year of imprisonment and a €15,000 fine. The Publisher reserves the right to ban or restrict access to a User's account in such cases, and to report it to the authorities in the event of repetition.

6.4 Moderation decisions
The Publisher may, in a motivated manner, suspend, modify, withdraw or make inaccessible any Content contrary to these T&Cs or applicable laws. The Merchant concerned is informed of the decision and its reasons.

6.4-bis Moderation panel — non-punitive actions
As distinct from punitive decisions (permanent ban, account deletion) which fall within the Administration panel, the Publisher has a Moderation panel dedicated to routine, non-punitive regulatory actions, exercised proportionately by the authorised moderation team:

- Forced refund of an order — see § 24.2 below (consumer dispute resolved in favour of the Buyer, proven non-delivery, manifest fraud). The full refund is issued to the Buyer's payment method; the platform Commission is automatically returned to the Merchant (`refund_application_fee = true`).
- Temporary blocking of a product — the product is removed from the public site and the marketplace; the product page remains accessible to the Merchant, who can see the reason for the blocking. Reversible mechanism (unblocking) once the Merchant has corrected the breach.
- Temporary blocking of a store — the public site and marketplace listing become inaccessible, but the store data remains intact in the database. Also a reversible mechanism.
- Warning (user, store, product) — a non-blocking notification sent to the recipient with the reason. Repeated warnings may justify escalation on the Administration side.

Each moderation action is recorded in an audit log (identifier of the moderating agent, action, target, reason, timestamp) for traceability and challenge purposes. The Merchant or User concerned is notified at the same time, in their interface language, with the reason and the internal appeal procedure.

6.4-ter Right of appeal
The Merchant has an internal right of appeal which may be exercised during 6 (six) months following the decision (moderation or administration), via the dedicated form. The Publisher re-examines the dispute and renders a reasoned decision within a reasonable time.

In the event of persistent disagreement, the Merchant may refer the matter to an out-of-court dispute resolution body certified under article 21 of Regulation (EU) 2022/2065.

7. Intellectual property

7.1 Ownership of the Platform
The Platform, its structure, its code, its features, its trademarks and logos are the exclusive property of the Publisher. Any unauthorised reproduction is prohibited.

7.2 User Content
Content published by Users remains their property. By publishing it, the User grants the Publisher a non-exclusive, worldwide, free-of-charge licence, for the duration of the use of the service, allowing the hosting, reproduction, technical adaptation and distribution of the Content strictly within the framework of the operation of the service.

The User warrants that they hold all the rights necessary on the Content they publish and that it does not infringe the rights of third parties. They indemnify the Publisher against any claim in this respect.

8. Relationships between Merchants and End Buyers

8.1 Independence of relationships
The Publisher provides a technical Platform and a marketplace operator service. The contractual relationships entered into between a Merchant and their End Buyers (sale, delivery, after-sales service, warranty, etc.) are exclusively their respective responsibility. The Publisher is not a party to these contracts, subject to the provisions of Title IV concerning the commission and refunds.

8.2 Merchant obligations
The Merchant undertakes to:

- Comply with all legal obligations applicable to their activity (registration, VAT, invoicing, pre-contractual information, right of withdrawal, legal warranties, etc.);
- Draft and publish their own General Terms and Conditions of Sale to their End Buyers;
- Provide after-sales service and handle complaints from their Buyers (provision of an accessible means of contact — visible email address and/or dedicated forum);
- Comply with the General Data Protection Regulation (GDPR) for the data of their Buyers;
- As official seller (merchant of record) of the sales collected via Stripe Connect in Direct Charges (see § 20 and § 23), assume the role of principal data controller for the Buyer data that Stripe transmits to them directly at the time of payment (identity, email, billing address, etc.). DashlyBoard acts, for this data, as a technical intermediary within the meaning of Regulation (EU) 2019/1150; a free DPA template, compliant with article 28 of the GDPR, is made available by the Publisher upon simple request to `privacy@dashlyboard.com` for the data flows for which DashlyBoard remains a processor (store account, published content, statistics).

8.3 Liability
The Publisher may under no circumstances be held liable for a Merchant's breaches of their obligations towards their End Buyers, without prejudice to Title IV below concerning the refund mechanism.

9. Personal data

The processing of personal data is detailed in the Privacy Policy, accessible at `https://dashlyboard.com/privacy`, which forms an integral part of these T&Cs.

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Title III — GENERAL TERMS AND CONDITIONS OF SALE — SUBSCRIPTIONS

This Title III defines the commercial conditions applicable to Subscriptions taken out on the Platform. It consists of common provisions applicable to all Subscribers, then two sub-titles distinct according to the Subscriber's status:

- Sub-Title A — B2C provisions: applicable to Consumer Subscribers (individuals);
- Sub-Title B — B2B provisions: applicable to Professional Subscribers.

The Subscriber's status is qualified at the time of subscription, based on the completed form (checkbox "Individual" / "Professional") and the information provided. In case of doubt, the Subscriber is presumed to be a Consumer, which entitles them to the benefit of the provisions of Sub-Title A. Subsequent reclassification as a Professional is governed by § 19 below.

10. Common provisions — Subscriptions

10.1 Offers
The Publisher offers several Subscription formulas, the details of which (features, limits, prices) are accessible on the main page of the site `dashlyboard.com`. Each formula is the subject of a clear pre-contractual description.

Certain formulas are reserved for Professional Subscribers (see § 19 below). The Publisher reserves the right to refuse or migrate a Subscription taken out under an individual formula by a Subscriber whose selling activity is manifestly professional.

10.2 Subscription
Subscription to a Subscription is carried out online by:
1. Selecting the chosen formula;
2. Creating or logging into the user account;
3. Accepting the T&Cs;
4. Entering payment information;
5. Confirming the order.

A summary email is sent to the Subscriber upon validation of payment.

10.3 Prices
Prices are indicated in euros, excluding tax (HT) and inclusive of all taxes (TTC). The applicable VAT is that in force on the day of invoicing.

The Publisher reserves the right to amend its prices at any time. New prices apply to new subscriptions and, for ongoing Subscriptions, from the next renewal, after prior notice of at least 30 (thirty) days.

10.4 Change linked to a regulatory change
In the event of a change in the applicable tax regulations (subjection to VAT, change in rate, new tax, etc.), the Publisher reserves the right to pass this change on to the prices of ongoing Subscriptions. Any modification of this type will be notified to the User at least 30 days before its effective date. The User may terminate their Subscription without fees or notice during this period if they do not accept the modification.

10.5 Duration and renewal
Subscriptions are taken out for the duration indicated at the time of subscription (monthly, annual or other).

Renewal is manual, never tacit: at the end of each period, the Subscriber is invited to expressly renew their Subscription from their personal area. In accordance with article L.215-1 of the Consumer Code, the Consumer Subscriber is informed between 1 (one) and 3 (three) months before the expiry date.

The Subscriber may oppose any renewal at any time from their personal area.

11. Payment (common)

11.1 Means of payment
Payments are made by bank card or any other means proposed at the time of subscription. Payments are processed by our secure payment provider Stripe (Stripe Payments Europe Ltd.), whose general conditions apply to transactions.

The Publisher does not retain full banking data.

11.2 Subscription invoicing
An invoice is issued for each Subscription payment and made available in the Subscriber's personal area, archived for 10 years in accordance with article L.123-22 of the French Commercial Code.

11.3 VAT on Subscription collected by Stripe Tax
The VAT applicable to a Subscription is calculated and collected by our provider Stripe Tax, based on the country of residence and the VAT status of the Subscriber (intra-Community VAT number verified on the VIES database of the European Commission, B2B intra-EU reverse charge where applicable, exemption outside the EU where applicable). The rate and amount of VAT collected appear explicitly on the payment summary and the invoice issued. This mechanism is distinct from the VAT applied to the platform Commission levied on marketplace sales, which is governed by the regime described in § 23.3.

11.bis Subscription plan change

The Subscriber may, at any time from their personal area, modify the plan associated with their Subscription. Three modes of change coexist, according to the nature of the change requested:

11.bis.1 Downgrade — without immediate payment
Switching to a lower plan (lower price) takes effect at the end of the current period, without any additional payment. No *pro rata temporis* refund is due. At the time of effective switching, features exclusive to the higher plan are automatically downgraded within the limits of the new plan: maximum number of dashboards, store features, storage quotas, access to the builder, etc. Data exceeding these limits remain stored without being deleted, but their access is suspended until any subsequent upgrade to a higher plan.

11.bis.2 Upgrade — with pro rata billing
Switching to a higher plan (higher price) takes effect immediately. Stripe issues a pro rata invoice reflecting the price difference between the old plan and the new one, calculated pro rata temporis over the remaining period (`proration_behavior = always_invoice`). The invoice is charged to the registered payment method; in the event of failure, the upgrade is not applied and the Subscriber remains on their previous plan. The pro rata invoice is accessible in the personal area, in accordance with § 11.2.

11.bis.3 Plan change proposal issued by the Publisher
The Publisher may, in special cases (readjustment after Individual→Professional switch, justified reclassification, commercial gesture), issue a plan change proposal (`PlanChangeProposal`) which appears in the Subscriber's personal area. The Subscriber is free to accept, refuse or ignore the proposal; no change is applied without their express agreement. Proposals and their status are retained for evidentiary purposes under the conditions of the Privacy Policy.

11.bis.4 Automatic downgrade upon crossing a limit
When the Subscriber durably exceeds the limits of their plan (for example, more active dashboards than their plan allows), the Publisher may, after notification and a reasonable period for compliance, apply an automatic downgrade of features within their plan. No data is deleted on this occasion; only access to surplus features is restricted.

11.ter Manual change of account type (Individual ↔ Professional)

Independently of the automatic Individual → Professional switch detailed in § 19 (which is governed by objective criteria of turnover / number of transactions), the User may manually change their account type from their personal area.

11.ter.1 Limit of 3 changes
To prevent abuse (repeated switching Individual ↔ Pro to avoid tax obligations or minimise fees), the number of manual changes is capped at 3 (three) over the entire lifetime of the account. Beyond that, the User must open a support ticket which will be examined by the administrative team.

11.ter.2 Immediate effect on pricing of the active Subscription
The change of account type immediately affects the applicable price grid (Pro rates being higher than Individual rates due to separate VAT and B2B features). When the User has an active paid Subscription at the time of the change:

- A confirmation dialog translated into the 8 interface languages displays the exact price difference (old price, new price, immediate pro rata to be debited or credited) before validation;
- Upon confirmation, Stripe automatically issues a pro rata invoice to the registered payment method (`proration_behavior = always_invoice`);
- In the event of payment failure, the change is not applied; the User retains their previous account type and pricing.

The User acknowledges that this mechanism is designed to avoid going through support tickets in case of status change and that it constitutes express acceptance of the corresponding pro rata debit or credit.

12. Termination (common)

12.1 Termination by the Subscriber
The Subscriber may terminate their Subscription at any time from their personal area. The termination takes effect at the end of the current Subscription period, without *pro rata temporis* refund, except in cases specifically provided by law or by these terms.

12.2 Early termination free of charge
The Subscriber may terminate their Subscription free of charge and without notice in the following cases:
- Substantial modification of the T&Cs during the 30-day period preceding the effective date;
- Tariff modification for the coming period;
- Interruption of the service not resolved within a reasonable time;
- Automatic reclassification of status (see § 19) where this entails a plan migration that the Subscriber refuses.

12.3 Termination by the Publisher
The Publisher may terminate the Subscription:
- Immediately and without notice in the event of a serious breach by the Subscriber (illegal Content, persistent non-payment, attempted intrusion, etc.);
- With 30 days' notice for any other legitimate reason, notified by email.

12.4 Consequences of termination
Upon termination:
- Access to the Services is closed;
- The Subscriber's Content is retained for 90 days for export or resumption of subscription purposes, then permanently deleted;
- Personal data is processed in accordance with the Privacy Policy.

Legal archiving exception: invoices and credit notes issued by the Publisher (Subscription and commissions) are retained for 10 years under article L.123-22 of the French Commercial Code, independently of any termination. This retention is imposed by law and does not prevent the deletion of other personal data.

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Sub-Title A — B2C provisions (Consumer Subscribers)

The provisions of this Sub-Title A benefit exclusively Consumer Subscribers within the meaning of the preliminary article of the Consumer Code. They supplement — and, where applicable, derogate from — the common provisions of Title III.

13. Right of withdrawal

13.1 Principle
In accordance with articles L.221-18 et seq. of the Consumer Code, the Consumer Subscriber has a period of 14 (fourteen) days from subscription to exercise their right of withdrawal, without having to give reasons for their decision and without penalty.

13.2 Exception for immediately activated digital service
By subscribing to a Subscription giving access to immediately available digital content, the Consumer Subscriber is invited to:
- Expressly request that the performance of the service begin before the end of the withdrawal period;
- Expressly acknowledge that they waive their right of withdrawal as soon as performance begins.

This twofold expression of will is mandatory for the validity of the waiver (article L.221-28, 13° of the Consumer Code).

In the absence of such waiver, the Consumer Subscriber may exercise their right of withdrawal according to the terms below.

13.3 Exercise of the right
To exercise their right, the Consumer Subscriber notifies their decision before the expiry of the period by:
- Email to: `contact@dashlyboard.com`;
- Or a ticket from their personal area;
- Or by any other unambiguous written statement.

A dedicated form is also accessible from the "My plan" page of the personal area throughout the duration of the right of withdrawal. The request states the reason (optional) and triggers an immediate acknowledgement email to the Consumer Subscriber, as well as an internal notification to the super-administrator in charge of processing. The decision (validation and refund, or motivated refusal) is notified by email to the Subscriber within the legal deadlines, in the 8 supported interface languages.

The refund takes place within a maximum period of 14 days following receipt of the request, by the same means of payment used at the time of subscription, unless otherwise expressly agreed.

14. Legal warranties (consumers)

The Consumer Subscriber benefits from:
- The legal warranty of conformity provided for in articles L.224-25-12 to L.224-25-26 of the Consumer Code for digital content and services. This warranty allows the Subscriber, in the event of non-conformity of the service, to obtain free-of-charge compliance, or failing that a price reduction or termination of the contract;
- The warranty against hidden defects provided for in articles 1641 et seq. of the Civil Code.

To implement these warranties, the Consumer Subscriber may contact the Publisher by the means indicated in § 13.3. The implementation of the warranty does not prejudge the other remedies available to the Subscriber.

15. Consumer mediation

If you have not succeeded in resolving your dispute after sending us a written complaint (letter or email), dated, recalling the circumstances which gave rise to the dispute and what you are claiming, you may refer the matter to the consumer mediator — designated below — if you have received a negative written response from us or if you have not received a response two months after sending your complaint.

In accordance with articles L.611-1 et seq. and R.616-1 of the Consumer Code, the Publisher has joined for a period of 3 (three) years the following consumer mediation scheme:

CM2C — Centre de la Médiation de la Consommation de Conciliateurs de Justice

49 rue de Ponthieu — 75 008 PARIS

Telephone: 01 89 47 00 14

Website: https://www.cm2c.net/declarer-un-litige.php

Email: `litiges@cm2c.net`

The Subscriber may also resort to the European Online Dispute Resolution (ODR) platform made available by the European Commission under Regulation (EU) No. 524/2013, at https://ec.europa.eu/consumers/odr.

16. Jurisdiction (B2C)

In accordance with article R.631-3 of the Consumer Code and Regulation (EU) 1215/2012 (Brussels I bis), the Consumer Subscriber may seise, at their choice:
- The jurisdiction of the place where they resided at the time of conclusion of the contract;
- The jurisdiction of the place where the harmful event occurred.

No jurisdiction clause is enforceable against the Consumer Subscriber below their rights provided by law.

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Sub-Title B — B2B provisions (Professional Subscribers)

The provisions of this Sub-Title B apply exclusively to Professional Subscribers. They derogate from the provisions of Sub-Title A — in particular the absence of the right of withdrawal and the extended jurisdiction.

17. B2B contractual regime

17.1 No right of withdrawal
In accordance with article L.221-3 of the Consumer Code, the right of withdrawal of articles L.221-18 et seq. does not apply to Professional Subscribers, unless otherwise stipulated in these terms or expressly agreed by the Publisher.

17.2 Payment terms
In accordance with article L.441-10 of the Commercial Code, the payment terms agreed with a Professional Subscriber may not exceed 60 days from the date of issue of the invoice (or 45 days end-of-month). Payments made via Stripe being debited immediately upon subscription, this ceiling is by default respected.

17.3 Late payment penalties and flat-rate indemnity
In the event of non-payment on the due date by a Professional Subscriber, the following are due by operation of law, without the need for prior formal notice:
- Late payment interest calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points (article L.441-10 II Commercial Code);
- A flat-rate indemnity for recovery costs of €40 (article D.441-5 Commercial Code). If the recovery costs actually incurred are higher, an additional indemnity may be claimed upon justification.

17.4 Limited warranty
The conformity of the service is guaranteed to Professional Subscribers in accordance with articles 1641 et seq. of the Civil Code (hidden defects) as well as articles 1217 et seq. (contractual non-performance). The provisions of the Consumer Code relating to conformity do not apply.

17.5 Reinforced limitation of liability
For Professional Subscribers, the limitation of liability provided for in § 21.2 below applies to its full extent, within the limits permitted by common law (wilful misconduct, gross negligence, bodily injury).

17.6 Jurisdiction (B2B)
For Professional Subscribers, exclusive jurisdiction is attributed to the courts of Versailles, notwithstanding plurality of defendants or third-party proceedings, including for conservatory or summary measures. This jurisdiction clause is valid between merchants within the meaning of article 48 of the Code of Civil Procedure.

17.7 Mutual confidentiality
Professional Subscribers and the Publisher undertake to maintain the confidentiality of any non-public information communicated in connection with the performance of the contract, during the term of the contract and for 5 years after its termination.

18. Supporting documents and B2B invoicing

18.1 Invoice particulars
Invoices issued to a Professional Subscriber include all the mandatory particulars of article 242 nonies A of the General Tax Code, including in particular: company name, address, SIRET, intra-Community VAT number (where applicable), invoice number and date, designation and quantity of the service, unit price excluding VAT, rate and amount of VAT, total amount including tax, mentions of reduction where applicable.

18.2 Retention
The Professional Subscriber undertakes to archive invoices for the legal duration (10 years in France).

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Title IV — SELLER STATUS, MARKETPLACE, COMMISSION AND REFUNDS

19. Distinction Individual Seller / Professional Seller — automatic switch

19.1 Initial qualification
Upon first creation of a store, the User declares to carry out their selling activity:
- As an Individual Seller (occasional resale of personal goods, occasional sales);
- Or as a Professional Seller (auto-entrepreneur, micro-enterprise, company, etc.).

This qualification determines the required Subscription formula and the tax information collected (see § 21).

19.2 Automatic switch criteria
In accordance with the criteria established by case law, tax doctrine (BOI-BIC-CHAMP-10-10-20) and URSSAF recommendations, an Individual Seller is automatically reclassified as a Professional Seller by the Platform as soon as they meet one of the following criteria over a rolling calendar year:

- More than 30 transactions on the Platform; OR
- More than €3,000 of turnover on the Platform; OR
- Manifest purchase for resale (repeated and commercial nature of the products offered).

These thresholds are checked automatically by the Platform. They are deliberately more restrictive than the DAC7 thresholds (30 transactions / €2,000) in order to anticipate the Seller's legal obligations.

19.3 Consequences of the switch
When an automatic switch is triggered:

1. Immediate notification to the Seller, by email in the language selected by them in their personal area (8 languages supported), specifying the effective date, the resulting obligations (registration as an auto-entrepreneur or other legal form) and the required actions;
2. Automatic termination of the current Individual Subscription, at the end of the paid period, without fees or indemnity;
3. Temporary blocking of access to paid Dashboard features (the store is taken offline, sales are suspended);
4. Grace period of 3 (three) months during which the Seller retains read-only access to their Dashboard (consultation of past sales, data export, downloading of invoices and credit notes);
5. At the end of the 3 months without subscription to a Professional Subscription, the Dashboard and all associated data are permanently deleted, subject to data retained for accounting obligations (invoices, credit notes: 10 years).

19.4 Choice left to the Seller
During the grace period, the Seller may, at their choice:
- Subscribe to a Professional Subscription to immediately reactivate their store;
- Export their data and abandon the Platform;
- Challenge the reclassification by support ticket if they consider that they do not meet the criteria; a human review is guaranteed within 15 days.

19.5 Tax and social responsibility of the Seller
The Seller acknowledges that the qualification made by the Platform for the purposes of the Subscription is not official and does not replace the tax and social obligations incumbent on them personally. It is up to the Seller to:

- Declare their income to the competent tax and social administrations according to their country of tax residence;
- Register as a professional (auto-entrepreneur, etc.) when their selling activity becomes regular within the meaning of the applicable tax and social rules;
- Pay social contributions and taxes due.

The Publisher informs as a guide and cannot be held liable in the event of a Seller's failure to meet their own obligations.

19.6 Intermediate warning at €1,500

During a calendar year, the Individual Seller receives, at most once per year, an automatic warning email when their cumulative turnover on the Platform reaches €1,500. This email:

- Recalls the automatic switch thresholds (§ 19.2);
- Invites the Seller to anticipate registration as an auto-entrepreneur or other appropriate legal form if the activity is set to last;
- Specifies that the Platform will carry out the automatic switch upon crossing one of the thresholds, without further prior warning beyond this email.

This email is sent in the interface language chosen by the Seller (8 languages supported). The timestamp of the sending is retained to avoid duplicates over the current calendar year.

20. Marketplace operator status

DashlyBoard provides Merchants with a marketplace payment infrastructure based on Stripe Connect in "Direct Charges" mode. In this model:

- The Merchant is the official seller (merchant of record) vis-à-vis their End Buyer: the debit appears on the Buyer's card statement under the Merchant's trade name;
- Payments are collected directly to the Merchant's Stripe Connect account;
- DashlyBoard levies its platform Commission via the `application_fee_amount` parameter of Stripe, instantly and on the same transaction, without a separate flow;
- The Merchant is responsible for issuing the sales invoice to the End Buyer (DashlyBoard provides an automatic generation tool).

As such, DashlyBoard is:
- An online platform operator within the meaning of article L.111-7 of the Consumer Code and article 242 bis CGI (DAC7);
- A marketplace operator receiving a commission on sales;
- A third party to the sale itself, which remains concluded directly between the Merchant and the End Buyer;
- A technical intermediary within the meaning of Regulation (EU) 2019/1150 ("Platform-to-Business" / P2B) for Direct Charges payment flows.

21. Tax identification and DAC7 data collection

21.1 Data collected
To enable the Publisher to fulfil its reporting obligations under article 242 bis CGI and Regulation (EU) 2021/514 (DAC7), the Merchant provides, at the latest before their first sale:

For Seller natural persons (Individuals and Professionals operating in their own name):
- First and last name as registered;
- Date of birth;
- Place of birth (city and country);
- Main address of tax residence;
- Country of tax residence;
- Tax Identification Number (TIN) of the country of residence — for France, the 13-digit tax number appearing on the tax notice;
- Intra-Community VAT number where applicable.

For Seller legal persons (companies, for-profit associations):
- Company name and legal form;
- Address of the registered office;
- Country of tax residence;
- Trade Register registration number (SIREN / SIRET for France, equivalent in other jurisdictions);
- Tax Identification Number (TIN);
- Intra-Community VAT number where applicable;
- Identity of the legal representative.

Bank details (IBAN or equivalent identifier): collected via Stripe Connect (see § 24), necessary for the DAC7 declaration.

21.2 Time of collection
Collection takes place:
- At registration for Professional Sellers who declare themselves as such from the creation of the account;
- At activation of the store for Individual or Professional Sellers who have not entered these details at registration. As long as the information is not complete, access to Stripe Connect and the placement of products online are impossible.

The User may also enter this information at any time from their profile page; when the profile is complete, the request on the Store page is automatically lifted.

21.3 Accuracy and updating
The Merchant warrants the accuracy of the information provided and undertakes to update it without delay in the event of a change (change of address, Individual→Professional switch, change of company name, etc.).

Any false or wilfully incomplete information may result in immediate suspension of the store and, where applicable, reporting to the competent authorities.

21.4 External verifications
The Platform automatically verifies, where possible:
- Intra-Community VAT numbers via the European Commission's VIES service;
- The KYC / KYB identity of the Merchant via Stripe Connect.

22. DAC7 declaration and transfer of data to tax authorities

22.1 Reporting scope
Merchants who are tax residents of a Member State of the European Union exceeding in the calendar year:
- More than 30 transactions, OR
- More than €2,000 of gross turnover

are subject to an annual declaration transmitted by the Publisher to the French Tax Administration (DGFiP) before 31 January following the year concerned, in accordance with article 242 bis CGI and Regulation (EU) 2021/514, in the XML format defined by the DGFiP DPI v1.6 schema (French variant of the OECD DPI v1.0 schema), via the Tiers déclarants Télé-TD service of impots.gouv.fr.

22.2 Data transmitted
The declaration includes, for each reportable Seller:
- Identity and address;
- TIN of the country of residence and VAT number where applicable;
- IBAN to which payments are made;
- Gross quarterly amount (Q1 to Q4) and number of transactions per quarter;
- Fees and commissions retained by the Platform.

22.3 Exchange between European tax authorities
The DGFiP transmits this data, where appropriate, to the tax authority of the Seller's country of residence, within the framework of the automatic exchange of information provided for by DAC7. The Merchant acknowledges that their data may thus be communicated to the Spanish, German, Italian, etc., tax authorities, according to their residence.

22.4 Sellers residing outside the European Union
Merchants who are tax residents of a State outside the European Union are not concerned by DAC7 strictly speaking. However, they may be subject to the reporting obligations of their own country (form 1099-K in the United States, equivalents in the United Kingdom, Canada, Australia, etc.). It is up to these Merchants to inform themselves of their own obligations; the Publisher may transmit, upon a motivated request from a competent authority, the information in its possession.

22.5 Information to the Seller
The Merchant receives each year a copy of the data declared concerning them, at the latest on 31 January, in accordance with article 242 bis IV CGI.

22.6 Explicit consent
Acceptance of these T&Cs by a Merchant constitutes explicit consent to the transmission of their tax data (including IBAN) to the DGFiP and, by automatic exchange, to the tax authorities of other Member States of the European Union. This consent is required by article 242 bis CGI and cannot be withdrawn as long as the Merchant carries out a selling activity on the Platform.

23. Platform commission

23.1 Rate and basis
The applicable Commission rate is specified in the Subscription formula taken out by the Merchant and accessible on the pricing page `dashlyboard.com`. The Commission is calculated on the excluding-VAT amount of each sale concluded by the Merchant via the Platform.

23.2 Levy
The Commission is levied automatically, in real time, on each transaction via the `application_fee_amount` parameter of Stripe Connect in Direct Charges mode (see § 20). No additional levy is made outside this flow.

23.3 VAT on the Commission

DashlyBoard is subject to VAT in France. The rate applicable to the platform Commission is automatically resolved on each transaction, based on the Merchant's country of tax residence and their intra-Community VAT number (verified on the European Commission's VIES database):

- Merchant resident in France, individual or professional: the commission is invoiced at the standard rate of 20% (note on the commission invoice: "VAT 20% — France (CGI)").
- Merchant resident in another Member State of the European Union, with a valid intra-Community VAT number (VIES verified): the commission is invoiced at 0% under the reverse charge (note: "Article 196 Directive 2006/112/EC — the customer reverse charges VAT in their Member State").
- Merchant resident in another Member State of the European Union, without a valid VAT number: the commission is invoiced at 20% under the cross-border B2C regime (note: "VAT 20% — Cross-border B2C").
- Merchant resident outside the European Union, individual or professional: the commission is outside the scope of French VAT at the rate of 0% (note: "VAT not applicable — CGI Art. 259 B & 259 D; Directive 2006/112/EC Art. 44 & 59").

The applicable regime is recorded on each commission invoice issued to the Merchant. The calculation of the Commission, the corresponding VAT amount and the `application_fee_amount` parameter levied via Stripe Connect rests on the same unified resolution — VAT is never over-levied compared to the applicable legal regime.

The VAT collected by the Merchant from their Buyers on the sales themselves (product VAT) falls under a distinct mechanism, managed where applicable by Stripe Tax on behalf of the Merchant based on their tax registrations.

23.4 Invoicing
For each sale, DashlyBoard issues a commission invoice numbered sequentially (format `DLB-CI-YYYY-NNNNNN`), compliant with article 242 nonies A CGI, made available to the Merchant in their personal area and sent by email with PDF attachment.

The Merchant is required to archive this invoice for 10 years under their accounting obligations.

24. Refunds

24.1 Refund initiative
The Merchant is the sole judge of the appropriateness of a refund vis-à-vis their End Buyer, in compliance with the right of withdrawal, legal warranties and their own GTCs.

DashlyBoard provides a refund feature integrated into the merchant interface, which executes:
- The refund of the Buyer via Stripe;
- The automatic reversal of the platform Commission (`refund_application_fee = true`);
- The issuance of a credit note numbered sequentially (format `DLB-CN-YYYY-NNNNNN`) cancelling the initial commission invoice;
- The sending by email of the credit note to the Merchant, archived for 10 years.

24.1-bis Forced refund by the Publisher (Moderation panel)
Exceptionally and on a motivated basis, the Publisher may, via its Moderation panel (see § 6.4-bis), force the refund of an order without waiting for the Merchant's agreement. This prerogative is reserved for limited cases such as:

- Consumer dispute clearly resolved in favour of the Buyer (proven non-delivery, seriously non-conforming product, unjustified refusal of the Merchant to proceed with the refund after internal formal notice);
- Manifest fraud attributable to the Merchant;
- Decision of an administrative or judicial authority;
- Application of a platform guarantee expressly announced to the Buyer (where applicable).

The forced refund triggers, like the refund initiated by the Merchant:
- The full refund of the Buyer to their initial payment method;
- The automatic reversal of the platform Commission to the Merchant (`refund_application_fee = true`);
- The issuance of a credit note cancelling the commission invoice;
- A motivated notification sent to the Merchant in their interface language, opening the right of internal appeal provided for in § 6.4-ter.

Each forced refund is recorded in the moderation audit log (identity of the moderating agent, reason, timestamp, identifier of the Stripe transaction).

24.2 VAT on refund
The VAT collected by the Merchant on the initial sale is cancelled by Stripe Tax (when this service is activated). The VAT collected by DashlyBoard on the Commission is cancelled by the credit note mentioned above, in accordance with articles 272-1 and 289-7 of the CGI.

24.3 Stripe fees not refunded
Stripe does not systematically refund the processing fees of the initial transaction (card fees). These fees remain at the Merchant's expense, in accordance with Stripe's conditions — DashlyBoard is unable to refund them.

24.4 Abusive refunds
In the event of abusive, manifestly fraudulent or repeated refunds without legitimate reason, the Publisher reserves the right to suspend the Merchant's account and to require the reversal of previously cancelled Commissions.

25. Merchant ↔ End Buyer relationships — B2C / B2B distinction

25.1 Consumer Buyers (B2C)
Where the End Buyer is a consumer within the meaning of the preliminary article of the Consumer Code, the Merchant is required, personally and independently of DashlyBoard, to:
- Provide the mandatory pre-contractual information (characteristics, price, delivery times, right of withdrawal, identity of the Merchant, accepted payment methods, etc.);
- Allow the exercise of the 14-day right of withdrawal under the conditions of articles L.221-18 et seq. of the Consumer Code;
- Guarantee conformity and hidden defects in accordance with articles L.217-3 et seq. of the Consumer Code and 1641 of the Civil Code;
- Inform the Buyer of the recourse to consumer mediation and the European ODR platform;
- Comply with the GDPR for Buyer data.

25.2 Professional Buyers (B2B)
Where the End Buyer is a professional, the relationship between the Merchant and the Buyer is governed by the Merchant's own GTCs and the applicable commercial law, without application of the provisions of the Consumer Code.

25.3 Custom GTCs tool
DashlyBoard provides the Merchant with a tool allowing them to draft their own GTCs (B2C, B2B, or both) and to have them accepted by the Buyer at the time of payment. This tool is provided as a convenience; the Merchant remains solely responsible for the legal content of their GTCs and for their compliance with the regulations applicable to their activity.

26. Stripe Connect — Merchant payment account

26.1 Mandatory subscription
To operate a store on the marketplace, the Merchant must open and maintain an active Stripe Connect account linked to the Platform. Opening is free and is carried out via integrated onboarding, after completion of the DAC7 information (see § 21.2).

26.2 KYC / KYB
Stripe carries out identity verifications (KYC) and, for legal persons, structure verifications (KYB) before authorising payments. The Merchant undertakes to provide Stripe with all the supporting documents required within the requested deadlines. Failing this, the store may be taken offline by the Publisher pending compliance.

26.3 Bank details (IBAN)
The Merchant provides Stripe with an IBAN to which payments are made (net of Commission and VAT). This IBAN is:
- Retained exclusively by Stripe;
- Transmitted by DashlyBoard to the DGFiP within the framework of the annual DAC7 declaration (see § 22);
- Never communicated to a third party outside this legal obligation.

26.4 Stripe decisions
Stripe may suspend, restrict or close a Connect account in application of its own terms and conditions (suspicion of fraud, incomplete KYC, prohibited business sector, etc.). DashlyBoard is unable to oppose these decisions and cannot be held liable for their consequences.

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Title V — FINAL PROVISIONS

27. Warranties and liability (cross-reference)

The warranties owed by the Publisher depend on the Subscriber's status:
- Consumer Subscriber: see § 14 (legal warranty of conformity, hidden defects);
- Professional Subscriber: see § 17.4 (hidden defects, contractual non-performance).

27.1 Limitation of liability
Within the limits permitted by law, the Publisher's liability is limited to direct and foreseeable damages. It may not exceed the total amount paid by the Subscriber for the 12 (twelve) last months of Subscription.

The Publisher cannot be held liable for:
- Indirect damages (loss of turnover, loss of customers, image damage, etc.);
- Merchants' breaches towards their Buyers;
- Interruptions due to force majeure, third parties or the User themselves;
- Stripe decisions affecting a Connect account (suspension, freezing of funds, etc.).

These limitations do not apply in the event of wilful misconduct, gross negligence or bodily injury, nor to the mandatory provisions protecting Consumer Subscribers.

28. Force majeure

Neither party may be held liable for a failure to perform its obligations resulting from a case of force majeure within the meaning of article 1218 of the Civil Code.

29. Disputes and applicable law

29.1 Applicable law
These T&Cs are governed by French law.

29.2 Jurisdiction (cross-reference)
- B2C: see § 16 (free choice of jurisdiction by the consumer).
- B2B: see § 17.6 (courts of Versailles).

Subject to the mandatory provisions of consumer protection provided for by the law of the consumer's country of residence (article 6 of the Rome I Regulation).

30. Miscellaneous provisions

30.1 Entirety
These T&Cs, the Privacy Policy and any contractual document expressly referred to constitute the entirety of the agreement between the parties.

30.2 Partial nullity
If a clause of these terms is declared null, the other clauses retain their force and scope.

30.3 No waiver
The fact that one party does not avail itself of a breach by the other party shall not be construed as a waiver.

30.4 Assignment
The User may not assign their rights and obligations under these terms without the prior written consent of the Publisher. The Publisher may freely assign these terms to any successor in the event of restructuring, merger, transfer of activity, etc.

30.5 Notifications
Any notification provided for in these terms shall be made by email to the address registered in the User's account, which the User undertakes to keep up to date. For Users residing in France, notifications are sent in French; for others, in English (default language).

30.6 Evolution of the Publisher's legal status
The Publisher currently operates under the micro-enterprise regime. In the event of a change to another legal form (SASU, SAS, etc.), these T&Cs will remain in force, the legal identity of the new Publisher being simply substituted. Users will be notified of the change by email at least 30 days before its entry into force, without this giving rise to a right of termination since the commitments remain unchanged.

Any change in the SIRET or the intra-Community VAT number is the subject of an update of the Legal Notices and the headers of invoices issued thereafter, without affecting ongoing contracts or invoices already issued.