Article 1 General information
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Application
These General Terms and Conditions of Sale (GTCS) are valid for the current calendar year and apply, without restriction or reservation, to all product orders placed with Perle In. They take precedence over any clauses to the contrary that may appear in Customer documents, including the Customer's own general terms and conditions of purchase. By placing an order, the Customer acknowledges having read these terms and conditions, and acceptance of quotations implies full acceptance of these terms and conditions. -
Products
Orders may be for goods (such as promotional items) including the personalization of promotional items. All these goods and services are collectively referred to as "Products". -
Acceptance of conditions
The Customer accepts these Conditions, expressly excluding any conditions not approved in writing by Perle In. -
Changes to conditions
Perle In reserves the right to modify the Conditions, with modifications taking effect upon notification to the Customer. The current version of the Conditions can always be consulted on the website www.perle-in.com
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Article 2 : Offers, orders and contracts
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Offers and commitments
Perle In online store promotions www.perle-in.comPerle In reserves the right to change or withdraw any information contained in any offer, e-mail, brochure or catalog at any time. The commitment of Perle In becomes effective only after written confirmation of the order by sending an order confirmation to the customer, thus establishing a formal contract (hereinafter referred to as "the contract"). "Contract"). For orders placed via the perle-in.com website, the customer receives an automated acknowledgement of receipt which does not constitute an order confirmation. Thus, Perle In is not yet bound by the order at this stage. -
Irrevocability of the order
Once the order has been confirmed, it becomes irrevocable and cannot be cancelled, except under the conditions mentioned in article 4.1 or with the explicit consent of Perle In. Any consent to cancellation may include the condition that the customer reimburse costs already incurred by Perle In, both internal and external, such as time spent packaging and processing the order for return. -
Order acceptance
Perle In is not obliged to accept an order and does not guarantee the continuous availability of the products offered. -
Changes and cancellations
All modifications, additions or cancellations of orders are only effective if they have been explicitly approved in writing by Perle In. -
Customer representation
The customer warrants that persons placing orders with Perle In on his behalf are duly authorized to represent him. -
Accuracy of information provided by the customer
The customer undertakes to provide accurate and complete information when placing orders, including product numbers, specifications, contact details and any files required for product customization.
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Article 3 : Customized product orders
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Product customization services
When a customer places an order, he or she can choose to take advantage of Perle In's personalization services. Personalization options, including printing techniques and color choices, vary depending on the product material and the space available for printing. These options are available on the Perle In website or can be provided by other means. Please note that prices and production times depend on the specifications of the chosen decoration. All graphic material, such as logos supplied by the customer for the decoration, is referred to as "Illustration". -
Using the digital Perle Tool
Perle In provides a digital tool on its website, the "Perle Tool", which enables customers to upload their Illustration to preview the finished product. This system allows the customer to adjust the position and colors of the Illustration. The Illustration must be submitted in the format specified by Perle In. After the order has been placed, an electronic proof is sent by e-mail for approval. Once approved, the decoration order is processed, and the contract is considered concluded only after confirmation of the order. Finished products are delivered in accordance with the approved electronic proof, subject to the terms of clause 3.3. -
Electronic proofing accuracy
The electronic proof provides a digital representation of the printed item, which may differ slightly from the finished product. Minor differences in sizing and placement are considered acceptable. Printed colors may also vary slightly from those in the electronic proof. For prints using Pantone codes, a deviation of one shade is considered acceptable. For CMYK prints, the final colors must match those visible on a calibrated screen. It is essential that the customer reviews all aspects of the electronic proof, including color, positioning, size and spelling, before giving approval. -
Option without electronic test
The customer can opt to place an order without validation of the electronic proof. In this case, printing is based solely on the preview provided by the Perle Tool, without prior review or approval of the electronic proof. Minor variations in positioning, size and color are possible and remain the responsibility of the customer. The customer also assumes the risks of legibility or clarity of the Illustration details on the final product. Perle In is not obliged to check these aspects prior to production. -
Illustration liability
Perle In is not responsible for the content, accuracy or design of any Illustration provided by the customer, including spelling, colors, and graphic details. It is entirely the customer's responsibility to ensure that the Illustration can be legally used for printing without infringing third-party rights or applicable laws. Illustrations deemed discriminatory, offensive, inciting to hatred, or which may be considered illegal in any way whatsoever, are strictly forbidden. -
Samples and preliminary illustrations
The customer may ask to see samples or illustrations of the personalized product before placing an order. Perle In will invoice for these services at the rates previously communicated, irrespective of whether or not a subsequent order is placed. Costs and delivery times for samples will be provided in advance.
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Article 4 Price list
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Flexible pricing
Prices displayed by Perle In in the Perle Store, as well as in brochures, catalogs and quotations, are indicative and subject to change until final validation by Order Confirmation. In the event of unforeseen variations in production costs, such as materials, raw materials, customs duties or transport costs, or in the event of currency fluctuations, Perle In reserves the right to adjust prices or cancel the order without penalty. The customer is deemed to have accepted the new price unless he cancels the order within one working day of notification, without any costs or compensation being payable by Perle In. -
Price composition
Prices include standard packaging but exclude all sales taxes, import duties, other taxes and government levies, unless explicitly stated otherwise. Decorating costs are not included, unless otherwise stated. Prices do not include shipping costs, unless free delivery is explicitly mentioned. Transport costs vary according to quantity ordered and delivery location, determined by the local Perle In sales office and communicated on request. -
Discount validity
Any discount offered by Perle In is applicable only once and does not imply any commitment for future orders or contracts. -
Benefits for loyal customers
Regular customers can benefit from flat-rate discounts, the amounts of which are set by the local Perle In sales office. These discounts are included in the and are valid only after customer identification in the Perle Store or confirmation by e-mail. These discounts are granted subject to written confirmation and may be modified or withdrawn at any time depending on the customer's purchase volume, payment behavior or business ethics. -
Influence of quantity on prices
The quantity of products ordered may affect the unit price or shipping charges applied. Perle In may impose minimum order quantities for certain products or product categories. -
Adaptability of the product range
Perle In reserves the right to modify or discontinue the supply of certain products or ranges at any time, without liability to the customer. Perle In is not obliged to continue to supply products that are no longer marketed.
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Article 5 : Payment
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Invoicing and payment terms
Invoicing takes place after Order Confirmation. The Customer must pay the invoice within thirty (30) days of the date of issue, unless otherwise agreed in writing. Perle In reserves the right to demand full or partial payment in advance at any time, or to require a guarantee as a precondition for delivery. -
Partial billing
Perle In may, at its discretion, invoice Orders in instalments, by partial delivery. Each partial invoice is due according to the terms and conditions indicated. -
Waiver of payment suspension
The Customer expressly waives any right to suspend or offset payments due to Perle In. The filing of a claim does not authorize the Customer to suspend its payment obligations. -
Default of payment
Compliance with payment deadlines is imperative. In the event of non-payment by the due date, the Customer will automatically be in default without prior formal notice. In this case, Perle In reserves the right to suspend the Order in question, as well as any other Orders in progress, until all payments have been settled, without prejudice to its other legal rights. All unpaid invoices become immediately due and payable, even if their initial due date has not yet passed. -
Allocation of payments
Payments made by or on behalf of the Customer will be applied first to the extrajudicial collection costs, then to the interest due, before being applied to the principal amounts in order of age, irrespective of any instructions to the contrary from the Customer. -
Invoice dispute
The Customer has a period of fourteen (14) days from the date of the invoice to to contest the accuracy of the invoice. After this period, any claim will be considered null and void, unless the Customer proves that he was unable to discover the error earlier. -
Late payment interest and collection costs
In the event of late payment, the Customer will be liable to pay statutory commercial interest in accordance with article L 441-6 of the French Commercial Code from the invoice due date. Perle In is also entitled to claim reimbursement of collection costs incurred. -
Specific extended payment terms
If the Customer's payment behaviour, solvency or business ethics justify it, Perle In may grant a longer payment period, provided that a cumulative ceiling (the "Ceiling") set by Perle In is not exceeded. The total amount receivable from Perle In, including unpaid invoices, shall not exceed the Ceiling. If the performance of an Order exceeds this threshold, Perle In may suspend delivery until the balance due is reduced below the Ceiling. -
Due immediately
All sums owed by the Customer to Perle In become immediately payable in the following cases, without prejudice to Perle In's other rights:- In the event of bankruptcy, insolvency, suspension of payments or receivership of the Customer, or any similar situation under foreign law;
- If the Customer ceases its business activities or transfers its business or control to a third party, including incorporations;
- If the Customer fails to meet its obligations to Perle In after formal notice followed by a reasonable period of time to remedy the situation;
- In cases covered by article L 441-6 of the French Commercial Code
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Article 6 : Cashback
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Cashback eligibility
Perle In offers a cashback program enabling eligible customers to receive a percentage refund on the total of their qualified purchases made on the Perle Store. To be eligible for cashback, customers must be registered with the loyalty program and have an active customer account. -
Cashback accumulation
Cashback amounts are credited to the customer's account within 30 days of confirmation of the qualifying purchase. The applicable cashback rate is communicated at the time of the corresponding promotion or indicated in the details of the cashback-eligible product. -
Cashback validity
Cashback credits are valid for three months from the date they are credited to the customer's account. After this period, unused cashback credits will automatically expire and be removed from the customer's account. It is the customer's responsibility to to check the expiry date of his cashback credits and to use them in due time. -
Using cashback
Cashback credits can be used for future purchases at Perle Store and cannot be converted to cash or transferred to another customer. Specific details on the use of cashback credits will be provided upon accumulation of each credit. -
Changes to the cashback program
Perle In reserves the right to modify, suspend or cancel the cashback program at any time. Any changes will be effective immediately upon publication of the updated terms and conditions on the Perle Store. It is the customer's responsibility to stay informed of any changes affecting the cashback program.
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Article 7 Le PERLE Store
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Access and authentication
Orders on the PERLE Store are exclusively reserved for registered customers with a customer account. The identifiers provided to access the account are strictly personal and cannot be transferred to another party. -
Service availability and reliability
Perle In endeavors to ensure that the information on the Perle Store is accessible and up to date, but does not guarantee the permanent accuracy of the data or the continuous availability of the service, which may be subject to interruptions and maintenance. The PERLE Store and all its integrated tools, including the PERLE Logo Tool and the tools for creating marketing materials (for example, the "Catalog Builder"), are provided "as is" without any commitment to flawless functionality. -
Security
Perle In implements technical and organizational measures to protect the PERLE Store against unauthorized access and misuse. However, Perle In cannot guarantee absolute security against all forms of intrusion or data loss. -
Managing login credentials
It is the Customer's responsibility to maintain the confidentiality of login credentials and to limit access to authorized personnel. The Customer must also take all necessary measures to disconnect his sessions at the end of each use in order to prevent unauthorized access. -
Abuse and incident management
In the event of compromise or suspicious use of connection identifiers, the Customer must immediately notify PERLE IN. PERLE IN reserves the right to suspend access in the event of a proven or suspected breach of the conditions of use, in order to maintain the security of the system and its users. -
Compliance with instructions
Customers must adhere to the instructions provided by Perle In regarding the use of the PERLE Store. Failure to do so may result in access restrictions or other sanctions in accordance with the terms of this section.
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Article 8 Delivery time
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Terms of delivery
Deliveries made by Perle In are governed by the terms defined at the time of order confirmation. Transport costs, specified in article 4.2, may be invoiced to the Customer according to these terms. -
Delivery to third parties
The Customer may agree with Perle In that delivery be made to an address indicated by the Customer for a third party not party to the initial contract. It is the Customer's responsibility to ensure that the recipient complies with the conditions of receipt, inspection and storage of the products. -
Delivery restrictions
Some deliveries may be subject to geographical or commercial restrictions depending on agreements with suppliers. Perle In reserves the right to refuse delivery to certain territories based on local laws or other regulatory restrictions. -
Flexible delivery dates
Delivery dates provided by Perle In are indicative, unless a firm deadline has been explicitly agreed. Failure to deliver will only be deemed to have occurred after written notice has been given by the customer requesting an additional period of 21 days without performance. -
Start of delivery period
The delivery period begins once all the formalities of the order have been completed and PERLE IN has received all the necessary information from the customer. If prepayment has been agreed, the delivery period will only begin once this payment has been received. -
Consequences of missing deadlines
No compensation is due if PERLE IN exceeds the delivery deadline, unless a firm date has been agreed. In this case, and if PERLE IN does not meet the extended deadline, the Customer may withdraw from the contract without entitlement to further compensation. -
Extension of deadlines
Delivery times may be extended in cases of force majeure or at the Customer's request for modifications or additions to the order. -
Acceptance obligation
The Customer must take delivery of the products as soon as they are delivered. Products are deemed to have been delivered as soon as they arrive at the agreed location, thus transferring the risks to the Customer. In the event of non-receipt, the products will be stored at the Customer's expense and risk. -
Late payment penalties
Penalties for delay may be applied if specifically agreed, but will not exceed the actual loss suffered by the Customer. -
Partial deliveries
Perle In may make deliveries in several parts, each of which is treated as independent for the purposes of these conditions. -
Product conformity
Perle In may deliver products slightly different from the agreed specifications if these products are of comparable quality and meet the established specifications. -
Tolerance of minor differences
Minor variations customary in the trade in the color, size or finish of the products delivered are acceptable and do not constitute grounds for refusal of delivery by the Customer. -
Managing delivery changes
If the customer requests an acceleration or postponement of delivery, he must bear the additional costs incurred. -
Deliveries to difficult locations
Perle In is not obliged to deliver under difficult conditions. In such cases, delivery will be made to the most accessible point agreed with the Customer.
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Article 9 Risk and transfer of ownership
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Risk transfer
The risk of damage to the goods passes to Perle In upon delivery in accordance with article 6.8. -
Retention of title clause
Delivered goods remain the property of Perle In until full payment of invoices for goods delivered or to be delivered as well as for any services rendered or to be rendered by Perle In. The customer has no right of retention on these goods and is obliged to insure them against the usual risks until full transfer of ownership. -
Disposal of goods
The Customer may dispose of or transfer ownership of the goods in the normal course of business, provided that the following conditions are met:- The customer receives immediate payment from the assignee.
- The sale is accompanied by a reservation of title in favour of Perle In, prohibiting the transferee from disposing of the goods.
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Goods collection
Perle In has the right to take back the goods if the Customer does not comply with his contractual obligations. The Customer must facilitate this repossession by indicating the location of the goods and allowing access if necessary. The costs associated with the repossession shall be borne by the Customer. -
Inventory management
Goods subject to retention of title must be stored securely, separated from other goods and clearly identified as the property of Perle In. -
Seizure notification
In the event of seizure of the goods by third parties, the Customer is obliged to inform Perle In immediately and to notify the seizing party that the goods belong to Perle In. -
Applicable jurisdiction
The reservation of title is governed by French law. However, if the goods are delivered to another country, Perle In may declare the law of that country applicable if it offers more favorable protection to Perle In.
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Article 10 : Inspection, Warranty and Claims
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Obligation to inspect on delivery
The Customer is obliged to check the goods carefully upon receipt or to ensure that the named Consignee does so on his behalf. Any delivery exceeding or falling short of the quantity ordered, incorrect delivery or any apparent defect must be notified to Perle In in writing within 8 calendar days of delivery. After this period, and in the absence of notification, the Products are deemed accepted and compliant by the Customer, without reservation. -
Hidden defects
Any other defect not visible on delivery must be reported in writing within 3 working days of its discovery by the Customer or Consignee. After this period, any action relating to the non-conformity of the Products (warranty) will be considered as time-barred, in accordance with the provisions of article 1648 of the French Civil Code. The parties agree to a derogation period of 3 days for complaints of non-apparent defects, given the nature of the products (advertising objects and prints) and their specific use. -
Proof of claim
Complaints must be accompanied by all necessary evidence (photos, videos, etc.) to enable Perle In to assess the validity of the reported breach. -
Contractual warranty
Perle In grants only the following warranties with respect to the Products delivered, to the exclusion of any other implied legal or contractual warranty, unless otherwise provided by mandatory legal provisions:- Products are delivered in the quantities indicated in the order confirmation and conform to the dimensions, specifications and characteristics mentioned in the offer and/or confirmed in the order confirmation, in accordance with article 10.5 ;
- The Products are fit for their intended purpose as defined in Perle In's offer and free from defects;
- The Products meet the quality standards reasonably expected for similar items in the corresponding price range;
- The Products do not infringe any intellectual property rights in the European Union and the United Kingdom, provided that this warranty does not cover the illustration supplied by the Customer;
- The Products, their labelling and packaging comply with harmonised European and UK legislation in terms of safety, durability and technical compliance at the time of delivery.
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Warranty exclusions
Perle In does not guarantee :- That the Products, their labelling or packaging will comply with the specific national laws or regulations of the country of delivery, unless otherwise stipulated in writing;
- That the colors of custom orders delivered will match the electronic proof perfectly. Minor deviations may occur;
- That the position of the logo on printed products will exactly match the illustration or electronic proof. Minor deviations are acceptable, depending on the printing technique chosen;
- That the Products will be identical in every respect to the images shown in the
PERLE Store. Minor differences are permitted.
- That the color of repeated order prints will exactly match that of the original order.
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Limitation of warranty
Perle In's obligation is limited, at its discretion, to the free return of the defective products to the address indicated in the order confirmation or to the issue of a credit corresponding to the value of the invoice. Perle In is not obliged to carry out repairs. -
Warranty exclusions
The warranty does not apply in the following cases:- If the products have been damaged or lost after delivery ;
- If the products have not been properly stored or if the storage or use instructions provided by Perle In or on the packaging have not been followed;
- If the products have been used inappropriately or not in accordance with their normal use;
- If the Customer has not fulfilled its obligations to Perle In ;
- If a claim has not been lodged within the time limits stipulated in articles 10.1 to 10.3 ;
- If the defects are found more than 6 months after the delivery date ;
- If the products have been damaged by external causes such as water, fire, falls, etc., please contact us.
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Revenue from third parties
With respect to goods or components supplied by third parties, Perle In's warranty obligations to the Customer shall in no event exceed the warranties offered by such third parties. Perle In may be released from its obligations by assigning to the Customer its rights against the third party, subject to prior acceptance by the Customer. -
Return of defective products
Products that are the subject of a claim must be retained by the Customer for inspection by Perle In and returned upon request. If the complaint is justified, Perle In will reimburse the return costs. Failure by the Customer to comply with this obligation will limit its right to replacement or refund, in particular if this restricts Perle In's ability to assess the merits of the claim.
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Article 11 : Liability and Indemnification
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- Perle In's liability for any defects or shortcomings in the products delivered is strictly limited to the warranty obligations as defined in article 10.6. Any other liability for damage suffered by the Customer in connection with the performance of the contract or the delivery of the products is excluded, except in the case of wilful misconduct or gross negligence.
- Any liability of Perle In towards the Customer, whatever its nature, is limited to the net invoice value of the products delivered to the Customer by Perle In during the three months preceding the event giving rise to the damage, or, if the damage is covered by insurance, to the amount actually paid by the insurer in this respect. In any event, Perle In's liability to the Customer shall not exceed a maximum of EUR 35,000.
- Perle In's liability for indirect, consequential, or commercial damages (such as loss of sales, profits, or opportunities) is expressly excluded, except in the case of intent or wilful misconduct.
- The limitations of liability in this article do not apply in the event of personal injury or death.
- In the event of an agreed penalty for delay or other default, any compensation by Perle In will be strictly limited to the amount of the penalty, without prejudice.
- Any claim by the Customer against Perle In must be notified in writing within a maximum period of 12 months after the Customer became aware of the breach in question. After this period, any action by the Customer will be considered as time-barred, except in cases where shorter legal time limits apply.
- If a defect or shortcoming in the delivered Products is detected, the parties undertake to inform each other without delay. The Customer shall provide all necessary cooperation if Perle In decides to recall Products for safety or non-conformity reasons. Perle In undertakes to reimburse the return costs and to credit the amount of the Products concerned. Any communication from the Customer concerning recalls must be made in close collaboration with Perle In and after its approval.
- Any limitations of liability or exclusions of warranty that may be invoked by Perle In's suppliers or subcontractors in respect of Perle In may also be invoked by Perle In in respect of the Customer.
- Employees of Perle In, its subcontractors and affiliated companies involved in the performance of the contract benefit from the same rights and limitations of liability as those stipulated in these general terms and conditions. These provisions constitute a third-party clause within the meaning of Article 1205 of the French Civil Code, and are accepted as such by the Customer.
- The Customer indemnifies Perle In, its employees and subcontractors against any claims by third parties in connection with Perle In's performance of the contract, to the extent that such claims exceed the Customer's rights against Perle In.
- The Customer is required to comply strictly with national and international laws relating to restrictions on the export, import and use of products. The Customer shall indemnify Perle In against any loss or damage resulting from a breach of such restrictions.
Article 12 : Warranty
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- The Customer undertakes to indemnify and hold harmless Perle In against any claims by third parties resulting from the Customer's handling, modification or use of the products, unless such claims are directly caused by defects inherent in the products delivered by Perle In, which were present at the time of delivery.
- The Customer warrants and holds Perle In harmless from any and all third-party claims, including intellectual property rights, arising from products manufactured or modified according to the Customer's specific instructions. This includes, but is not limited to, customized products for which the design or design instructions have been provided by the Customer, as well as any printing or illustration carried out on the products from graphic files (illustrations) transmitted by or on behalf of the Customer.
Article 13 : Intellectual property
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- The intellectual property rights attached to the products supplied, including their packaging and instructions for use, remain the exclusive property of Perle In (or its suppliers or licensors) and are not transferred to the Customer under any circumstances. This also includes the intellectual property rights to any marketing material made available to the Customer, whether free of charge or for a fee, such as product images, (online) brochures and catalogs. Documents and data provided by Perle In, including marketing material, remain the exclusive property of Perle In and may not be distributed, shared or made public without the prior written consent of Perle In.
- Perle In (or its licensors) holds exclusive ownership of all intellectual property rights relating to the PERLE Store, as well as texts, images (such as photos of Products, videos and illustrations) accessible on the PERLE Store or via the tools offered by the PERLE Store. These elements may only be downloaded, reproduced or used by the Customer with the express prior authorization of Perle In, subject to the applicable conditions and restrictions. Any disclosure or dissemination of these documents by the Customer, via its own websites, applications or other online media (including social networking platforms), is strictly prohibited, unless expressly authorized or in accordance with the conditions established by PERLE Store.
- Perle In undertakes to indemnify the Customer against all third-party claims relating to the infringement of intellectual property rights in the European Union and the United Kingdom in respect of the products supplied, unless said claim relates to an illustration supplied by the Customer or a custom product. The Customer may invoke this indemnity provided that :
- the complaint has been notified in writing to Perle In as soon as it has been brought to the attention of the Customer;
- the Customer has followed all reasonable instructions of Perle In to limit the damage;
- The Customer has complied with any restrictions Perle In may have concerning the resale of the Products,
- The Customer allows Perle In to take over the defense of the claim, authorizing Perle In to also represent the Customer in any legal proceedings or transaction, it being understood that no transaction will be concluded without the prior agreement of the Customer if it involves obligations for the latter.
Article 14 Customer's duty of care
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- The Customer undertakes to handle and store the goods delivered by Perle In with the utmost care, refraining from any action likely to compromise the quality or safety of the Products or the reputation of the brands represented by Perle In. The Customer must ensure that the Products are used in accordance with their intended purpose and the instructions provided by Perle In.
- The Customer is obliged, at all times, to comply with all applicable national and international laws and regulations concerning the fight against corruption, money laundering, the financing of terrorism, boycotts, conflicts of interest and counterfeiting. Any breach of these obligations may result in the immediate suspension or termination of the Contract by Perle In, without prejudice to Perle In's other rights and remedies.
- In the context of placing and fulfilling Orders, the Customer and Perle In undertake to comply with personal data protection requirements, in particular those set out in the General Data Protection Regulation (GDPR) and any other applicable privacy legislation. For orders concerning personalized products or packaging containing personal data, Perle In will act as a subcontractor while the Customer will retain the role of data controller.
Article 15 Suspension and dissolution
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- In the event of a breach by the Customer of any of its contractual obligations, Perle In reserves the right to suspend its services or terminate the contract, in whole or in part, without prejudice to any other rights conferred upon it, such as the right to claim compensation for costs incurred, damages or statutory interest. If the Customer's default is neither permanent nor temporary, this right of suspension or termination may only be exercised after a written notice of default has been sent to the Customer, giving him a period of 14 days to remedy the situation. If the Customer fails to meet its obligations within this period, Perle In may terminate the Contract. In the event of dissolution of the Contract for this reason, all outstanding invoices shall become immediately due and payable, including those relating to obligations or deliveries still in progress, without prejudice to any other remedies available to Perle In.
- The Customer may terminate the contract only in the circumstances set out in these general terms and conditions and only under the conditions stipulated therein. If the cancellation occurs after part of the products have already been delivered, Perle In is entitled to a proportional refund for the products actually delivered and accepted by the Customer.
Article 16 Force Majeure
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- Neither Perle In nor the Customer may be held liable for the non-performance or late performance of an obligation in the event of force majeure. Force majeure for Perle In means any event or circumstance beyond its reasonable control which impedes, delays or prevents the performance of the Contract, whether temporary or permanent. This includes, but is not limited to: war, threats of war, civil strife, riots, mobilization, acts of terrorism, fire, water damage, floods, frost, pandemics, governmental decisions, company blockades, strikes, disruptions of stocks or supply chains, shortages of raw materials or energy, import or export restrictions, as well as accidents or delays in the delivery of goods or services from third parties.
- In the event of force majeure affecting Perle In, all its obligations are suspended for the duration of the event. If the situation of force majeure continues beyond 60 calendar days, either party is entitled to terminate the Contract, for the part not yet performed, without any compensation being due on either side.
Article 17 Jurisdiction and applicable law
These General Terms and Conditions of Sale (GTCS) are governed by French law, both as regards form and substance. In the event of dispute, and failing resolution In the event of litigation, and failing amicable resolution, jurisdiction is expressly attributed to the Commercial Court of Paris, notwithstanding any request for warranty or plurality of defendants, including for emergency procedures or protective measures in summary proceedings or by petition.Article 1 Application of the General Terms and Conditions
These General Terms and Conditions of Sale (GTCS) apply exclusively to all orders for services supplied by Perle In, whatever the nature and variety of the services, and for the current calendar year. These conditions prevail over any other form of purchase conditions or documents issued by the Customer, unless a specific and written waiver is granted by Perle In in special conditions attached to the contract.-
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Ability to contract
The person signing quotations, purchase orders or commercial proposals on behalf of the Customer confirms that he/she has the necessary authority to legally bind the company represented. Any order validated by the Customer constitutes a firm and irrevocable obligation to purchase according to the terms stated. -
Acceptance of Conditions
Placing an order after receiving a commercial proposal from Perle In and the acceptance of a quotation by the Customer implies complete and unreserved agreement by the Customer to these GTC. The Customer acknowledges having fully understood and accepted these terms and conditions prior to any order validation. -
Modifications to the Conditions
Perle In reserves the right to modify these GTC according to legislative, regulatory, jurisprudential or technical developments. Perle In will inform the Customer of such modifications as far as possible. The Customer will then have the opportunity to accept or refuse the modifications by sending a registered letter with acknowledgement of receipt. These modifications will only be applicable to contracts formed after their entry into force, unless the duration of services in progress exceeds six months from the date of the modification, in which case the modifications will apply while ensuring that they do not modify the terms of previously established commercial agreements.
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Article 2 Customized service and quotation
The service to be provided as part of the customized services is specific to each quotation drawn up. Each quotation is created specifically on the basis of any specifications or needs expressed by the Customer, and the commercial proposals validated by the Customer. Unlike standard orders for products available in the catalog, customized services are individualized and require prior validation of the quotation to become binding. Any modification or additional service will be subject to an amendment to the initial quotation.Article 3 Conditions of performance
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Obligations of means
The Customer acknowledges that the project under development between the parties may prove complex, and it is therefore essential that the parties work closely together through ongoing dialogue, in a spirit of mutual trust and respect. The customer's active involvement in the design and implementation of the project is essential. Consequently, if the final result does not meet the Customer's expectations due to a lack of involvement or validation of key stages, Perle In cannot be held responsible. In addition, Perle In reserves the right to refuse, interrupt or modify the service, without compensation or reimbursement of deposits paid, if the Customer refuses to provide the approvals necessary for the project to progress, or if the deadlines for transmitting essential elements become abnormally long (no response for three weeks, except in cases of force majeure). In this situation, a letter of formal notice with acknowledgement of receipt will be sent to the Customer. If this letter remains without effect, Perle In reserves the right to retain any advance payments already received and to claim the outstanding balance. -
The parties' commitments
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The Customer undertakes to :
- Communicate, before and during the service, all instructions necessary for the project. The customer also undertakes to provide all the approvals required for the project to run smoothly. A retro-planning will be established by Perle In and validated beforehand by the Customer. At each validation stage, all project documents must be carefully reread by the customer, and the customer must agree to the content and layout. Perle In strongly recommends double in-house proofreading by different people to guarantee better quality.
- Keep all originals of all resources supplied to Perle InWe cannot be held responsible for any loss or damage to this data.
- Inform Perle In in writing of any changes to his or her situation (in particular change of address, direct debit, etc.).
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Perle In is committed to :
- Take all necessary care, skill and diligence to provide a quality service, in accordance with the practices of the profession and the rules of the trade, in strict compliance with the quotation accepted by the Customer. Perle In is bound by an obligation of means, not an obligation of result.
- Keep the customer regularly informed of the project's progress, being available and reactive to respond quickly to any requests or clarifications.
- Intervene rapidly in the event of malfunctions arising from design or implementation faults in the solutions proposed by Perle In.
- Maintain the quality of its tools and services at an appropriate level, to guarantee optimal performance.
- Do everything in its power to ensure that the services purchased by the customer run smoothly and operate under optimum conditions.
- Advise customers on the solutions best suited to their needs and provide professional support.
- Take note of and respect the Customer's rules and instructions in the event that the staff of the Perle In is called upon to intervene on the customer's premises.
- Ensure that all elements (texts, images, videos, sounds) provided for the project respect intellectual property rights, and that these elements do not infringe on the rights of third parties.
- Carefully proofread texts before sending them to the customer, checking spelling, grammar and wording. If major changes are requested by the customer after delivery, Perle In reserves the right to invoice additional costs proportional to the extra time spent, after agreement with the customer via the validation of an additional estimate.
- Comply with the legal provisions relating to compulsory information, under the amended law of September 30, 1986, as well as obligations relating to information technology and civil liberties, in particular declarations to the Commission Nationale de l'Informatique et des Libertés (CNIL) concerning automated processing of personal data.
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Additional services
The conditions of the offer are strictly limited to the services explicitly mentioned in the contractual documents. Any request for additional services not included in these documents will give rise to a surcharge corresponding to the value of these services. A detailed quotation will be drawn up in advance and submitted to the customer for approval. In the case of an update quote requested by the Customer, Perle In undertakes to carry out the work requested within the agreed timeframe, following receipt of the payment associated with the invoice. For web, application or software development services The choice of theme or design is made in collaboration with the customer and can be fully customized thanks to the design studio service of Perle In. Any subsequent changes to the selected theme will be subject to an assessment of the additional time required to modify the content already integrated. The positioning of graphic and textual elements depends on the technical characteristics of the theme chosen by the Customer, who must ensure that it corresponds to his current and future needs. At the customer's request, Perle Incan integrate modules modules, extensions or plug-ins (e.g. forms, slideshows or SEO tools). Some of these functionalities may entail recurring costs in the form of annual subscriptions, which will be invoiced in addition. The customer will be informed of these costs and will be asked to confirm them by signing a quotation. For any dynamic administration interface (also known as a "content administration module") used to manage online catalogs or databases, Perle In delivers a functional solution. However, content input through this interface ("Back office") is the responsibility of the Customer. Perle In can offer a database entry service for an additional charge, while providing layout services for elements not covered by the administration module. As part of an annual hosting and maintenance subscriptionWith a 12 or 24-month contract, the customer is entitled to two hours of quarterly text and/or photo updates for his solution. These updates concern only minor modifications to textual and visual content on existing pages, without structural changes or a complete overhaul of the solution. The customer must provide a clear request, listing all the desired modifications. Perle In will endeavor to inform the Customer of approximate lead times and will do its best to process such changes promptly. Additional requests or requests outside the scope of quarterly updates will be invoiced separately. The duration of the subscription is tacitly renewed for an equivalent period, unless the Customer terminates it at least three months before the anniversary date of the contract, by registered letter with acknowledgement of receipt. -
Delivery
The duration of the service will be determined during the preliminary study, and a schedule will be mutually agreed between Perle In and the Customer during the specification phase. Any modification made by the Customer after the quotation has been signed, and which results in an increase in workload or a lengthening of the initially planned completion time, will lead to a reassessment of the delivery deadlines. In this case, Perle In undertakes to inform the Customer promptly of any new deadlines.Perle In will do its utmost to meet the agreed deadline, and will keep the customer regularly informed of project progress. However, delivery times are given for information only and are not contractually binding. If Perle In is unable to deliver a completed project by the agreed deadline, it will be subject to delay penalties, calculated at a discount of 2 % on the total project price for each unit of time exceeded. For example, if the project is measured in months, the penalty will be 2 % per month of delay.
Should the customer fail to transmit the instructions or approvals required for the project to progress within the allotted time, this will inevitably lead to a delay in the completion and delivery of the service. In this case, Perle In shall not be held liable for any such delay, and the Customer shall remain liable for the sums due, without any possibility of claim for delay, in accordance with the provisions of article 2.1. Finally, the contractual mission of Perle In will be considered fully executed once the customer has signed the final project validation document. -
Guarantee for digital services
For digital services such as website, application or software development, the specific warranty conditions are as follows:- Warranty period : The Customer benefits from a thirty (30) day warranty as of the official launch of the website or delivery of the application or software. This guarantee covers malfunctions directly attributable to the services provided by Perle In and mentioned in the contractual documents.
- Claims procedure : All complaints must be sent in writing, by registered letter with acknowledgement of receipt or by e-mail, to the Perle In sales contact. The complaint must clearly describe the malfunction and include any relevant documentation or evidence.
- Reference to specifications : The specifications constitute the reference document for assessing the conformity of the services rendered. Only failures relating to elements explicitly described in the specifications are covered by this warranty. In the absence of specifications, Perle In's commitments are limited to the descriptions provided in the sales proposal and other contractual documents.
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Responsibilities
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- Customer fault, negligence or omission : Any error, negligence or omission on the part of the Customer, as well as non-compliance with the advice provided by Perle In, shall release the latter from all liability. This includes cases where Perle In has provided hosting services while retaining FTP access and source code. If the Customer accesses this data, Perle In is automatically discharged from any liability for the unavailability of the site, inappropriate content (particularly with regard to copyright), display defects, partial or total deterioration of pages, hosting interruptions, or any disclosure and illicit use of the password confidentially provided to the Customer.
- Administrative access and super administrators : At the Customer's request, Perle In can provide extended administrative access, such as super administrator access on platforms like WordPress. The Customer acknowledges that such access allows the Customer to make significant changes, such as updating plugins, modifying themes or adding new features. As soon as such access is provided, Perle In is automatically discharged of all responsibility for any malfunctions, including, but not limited to, the following including in the case of ongoing hosting and maintenance contracts. This also includes software conflicts, loss of data, or reduced site performance resulting from the Customer's interventions. However, Perle In remains available to provide advice and, if necessary, can assist the Customer in managing these modifications for an additional fee.
- Fault or omission of a third party : If errors, negligence or omissions originate from a third party over whom Perle In has no control or supervisory power, Perle In cannot be held liable. This includes redirections to external sites by advertising links or any other means, for which Perle In cannot be held responsible for the content, products, services, cookies or other elements present on these sites. Perle In shall not be liable for any damages or losses in connection with the use of information or services available on these sites.
- Customer modification : If the Customer interferes with the source code, the configuration of the site or its operation without the authorization of Perle In, the latter declines all responsibility for any malfunction, backup problem or display defect. However, in the event of difficulties, Perle In undertakes to assist the Customer in restoring the situation as quickly as possible, subject to additional invoicing according to the work to be carried out.
- Customer misuse : In general, Perle In cannot be held responsible for any malfunction or failure resulting from misuse by the Customer or unauthorized intervention on the service provided by Perle In.
Article 4: Terms of payment
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Terms of payment
The customer must comply with the payment terms specified in the quotation. Implementation of the order will only begin once the specified deposit has been received and cashed. This deposit does not, however, confer any right of ownership on the Customer in respect of the elements of the service, which remain the exclusive property of Perle In until full payment has been made, as stipulated in article 2363 of the French Civil Code. -
Late payments
In the event of late payment, Perle In is entitled to immediately suspend all current services, without prejudice to the exercise of other legal rights. In accordance with article L. 441-6 of the French Commercial Code, the Customer shall pay a penalty based on three times the current legal interest rate, as well as a fixed indemnity of 240 euros to cover collection costs. -
Procedure in case of Delay
Before applying these sanctions, Perle In will send a formal notice by e-mail to inform the Customer. If payment is not made within the time specified after this notice of default, all sums due will become immediately payable, and will include the financial, administrative, default and collection costs incurred. Perle In also reserves the right to suspend or terminate the current contract. -
Recurring services billing
Continuous or long-term services will be invoiced progressively as the project progresses, according to a schedule agreed in advance by the parties.
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Article 5 : Cancellation
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Customer cancellation policy
The customer who wishes to cancel an order must pay Perle In a fixed indemnity calculated as follows:- Cancellation between 5 days and project start date: 80 % of the total order amount.
- Cancellation between 15 and 6 days before project start: 50 % of the total order amount.
- Cancellation between 30 and 16 days before project start: 25 % of the total order amount.
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Consequences of non-payment of compensation
In the absence of payment of the lump-sum indemnity, Perle In reserves the right to demand full payment of the order. -
Express services
Orders for express services are irrevocable and cannot be cancelled, except in the case of duly recorded force majeure. -
Cancellation by Perle In
If Perle In cancels the service and this cancellation is not the result of force majeure or the fault of the Customer (such as a breach of contract or non-payment), Perle In undertakes to refund in full the sums paid by the Customer within thirty (30) working days following notification of the cancellation. -
Services with physical presence
Perle In cannot be held responsible for the direct consequences of transport strikes or other imponderables preventing the completion of the service. No reduction will be granted for hours not worked. Any postponement requested by the customer will incur a surcharge of 20 % of the value of the initial order, exclusive of VAT.
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Article 6 Force Majeure
Perle In and the Customer acknowledge that certain events, beyond the control of either party, unforeseeable at the time the contract is concluded and insurmountable despite the implementation of appropriate measures, may constitute a case of force majeure. Such events will suspend performance of the parties' contractual obligations for as long as they persist. The parties shall not be held liable for any loss, damage, delay, non-performance or partial performance caused directly or indirectly by an event of force majeure, recognized as such by French case law. Force majeure events include, but are not limited to, the following: extreme weather conditions, acts of terrorism, governmental decisions, regulatory changes, civil unrest, war, strikes, acts of sabotage, theft, acts of vandalism, explosions, fires, natural disasters, telecommunication service failures, or any other act beyond the control of the parties. If an event of force majeure persists and prevents either party from fulfilling an essential obligation of the contract for a period exceeding thirty (30) days, either party shall have the right to terminate the contract without obligation to pay compensation, by sending a registered letter with acknowledgement of receipt to the other party.Article 7 Authorizations
Responsibility for obtaining and maintaining the necessary authorizations for the performance of services and any modifications thereto will be defined on a case-by-case basis, as specified in the contract. Depending on the terms of the contract, this responsibility may fall to Perle In or to the Customer. Where Perle In is designated as responsible for authorizations, it undertakes to manage these personally and to provide them to the Customer on request. Perle In also guarantees the Customer against any damaging consequences resulting from a breach of these legal or regulatory obligations. Conversely, if responsibility for authorizations is assigned to the Customer, the latter must guarantee that all necessary authorizations are obtained and maintained. Perle In shall not be liable for any consequences resulting from the Customer's failure to comply with these obligations. In all cases, the party responsible for authorizations shall remain solely liable, both criminally and civilly, for any consequences of a failure to obtain authorization. The other party may not be held liable for any reason whatsoever relating to a lack of authorization.Article 8 : Non-avoidance clause
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No poaching
The Customer undertakes not to hire, either directly or indirectly, any employee of Perle In, or any candidate presented by Perle In during the term of the contract and for a period of twelve (12) months following the end of the contract, for an assignment similar or related to the services provided by Perle In. -
Extension of the ban
This prohibition also extends to any Perle In employee directly involved in the provision of services to the Customer, as well as to any potential candidate for employment with Perle In who has been introduced to the Customer in the course of recruitment or provision of services. -
Monitoring obligation
The Customer is obliged to ensure that this non-rejection clause is respected by all beneficiaries of the services provided by Perle In or on whose behalf they are performed. -
Consequences of violation
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Article 9 : Insurance
Perle In declares that it has taken out professional liability insurance with a recognized insurance company established in France. Perle In undertakes to maintain this insurance in force for the entire duration of the contract, covering the financial consequences of its civil, professional and/or contractual liability for any damage or injury that may be caused to the Customer or to third parties in the performance of the present contract. The Customer is responsible for ensuring that the premises, if made available to Perle In, are in perfect condition and insured in accordance with legal standards, including for risks such as theft and fire. This insurance must cover all accidents that may occur on the site during Perle In's services.Article 10 Intellectual property rights
All elements supplied by Perle In to its customers, such as texts, logos, graphic elements, computer graphics, images, illustrations, films, soundtracks purchased from image banks or photographers, are protected by intellectual property law. Perle In declares that it possesses all the necessary authorizations for their use and guarantees the customer against any claim from a third party claiming to have rights to these elements. The copyrights associated with these elements are often limited to a specific use defined at the time of purchase. Unless otherwise agreed in writing, the customer may not use them for any purpose other than that for which they were originally intended. Any extension of use requires the consent of the copyright holders. Perle In undertakes to make every effort to obtain and verify full intellectual property rights, including copyright and image rights, for all elements used in the services provided to the customer. The exploitation rights for creations made by Perle In are transferred to the customer once final payment has been made. However, certain exploitation rights may require the acquisition of an annual license. The customer should consult the quotation for precise details of the rights granted. The exclusive transfer of source files is subject to a specific service and additional invoicing. This possibility must be explicitly mentioned in the quote as "transfer of source files included". Perle In thus grants the Customer the freedom to modify, improve, resell or duplicate the source code, releasing Perle In from all liability in accordance with article 2.6. When Perle In acquires domain names as part of web design and development services, these domains are registered in the Customer's name. The Customer may request the transfer of ownership of the domains at any time, provided that it pays all sums due for the service concerned and discharges all financial obligations towards Perle In. Failure to do so may result in the resale or non-renewal of the domains in accordance with article 3. Unless otherwise specified, the Customer authorizes Perle In to use its trademarks and logos for commercial prospecting, internal and external communication, or advertising purposes, while mentioning the services provided for demonstrative purposes. Unless explicitly opposed by the Customer, Perle In may include a commercial mention in the work, such as "Solution created and powered by Perle In", accompanied by a hypertext link to its website, if the medium so permits. Violation of these provisions may result in the cancellation of any order, without prejudice to possible legal proceedings.Article 11 : Granting rights to use software
Software supplied as part of the service remains the property of Perle In. The customer acquires only a non-exclusive, non-assignable and non-transferable right of use, granted in return for payment of the license fee. Rights of use are limited to a defined number of users or devices specified in the quotation or end-user license agreement. In the event of a need to modify the number of authorized users, this must be expressly approved by Perle In and may require an additional payment based on current rates. The granting of rights is specific to each software and is indivisible. Perle In reserves the right to carry out audits, on site or remotely, to ensure that the Customer is using the software in accordance with the rights granted. Such audits will be announced by email with a minimum of eight days' notice, specifying the details of the audit, including the identity of the auditor and the software concerned. The Customer undertakes to cooperate fully and to provide the necessary access to all relevant information. All costs incurred by the Customer for this audit will be borne by Perle In. The results of the audit will be communicated to the Customer, who will have eight days in which to formulate observations. If the rights granted are exceeded, the additional license fees and audit costs will be invoiced to the Customer, who undertakes to pay them within 30 days of invoicing. In the event of non-compliance, Perle In may automatically terminate the contract and initiate legal proceedings. Perle In may use software locks or authorization keys to control access to the software. The customer is not authorized to disable these security measures. Data collected during audits is considered confidential and will be used only for the purposes of the audit, any necessary regularization, or in the event of legal proceedings.Article 12 Confidentiality obligations
Perle In and the Customer undertake to maintain the confidentiality of strategic information exchanged between them. They agree not to disclose information of any kind (commercial, technical, financial or personal) to third parties except by mutual agreement or in the cases permitted by this article. Confidentiality commitments include the following obligations for Perle In and the Customer:- Protect confidential information, treat it with the highest level of security and use it only for the purposes specifically determined by contractual agreements.
- Do not divulge confidential information to third parties or unauthorized personnel.
- Do not copy, reproduce, or duplicate the information without the express written permission of the other party.Perle In and the Customer shall:
- Immediately inform the other party in the event of a breach of these confidentiality undertakings and provide any assistance necessary to minimize the consequences.
- Maintain and make available on request a list of persons to whom confidential information has been disclosed. Exceptions to the obligation of confidentiality are provided for in the following cases:c
- Need to justify transactions for tax purposes.
- Authorized disclosure to lawyers, accountants or auditors, who are bound by professional secrecy.
- Situations where disclosure is required by law, regulation or court order.