Voice Memories General Terms and Conditions of Sale and Use

1 – PURPOSE

These general terms and conditions of sale apply without restriction or reservation to all online sales offered by VOICE MEMORIES (hereinafter, the « Seller » or « VOICE MEMORIES ») on the website https://voicememories.fr (hereinafter, the « Website »).

The Website is an e-commerce platform allowing internet users (hereinafter, the « Buyers ») to book equipment for a date in order to benefit from an audio guestbook service through a message recording device made available as part of the services offered on the Website (hereinafter, the « Services »).

These general terms and conditions define the terms and conditions of online sale and delivery of the Services, and define the rights and obligations of the parties in this context.

They are accessible and printable at any time via a direct link at the bottom of the Website.

The applicable version of the general terms and conditions is the one available online on the Website on the date of the Buyer's order, a copy of which is sent with order confirmation.

These general terms and conditions of sale prevail over any other general or special terms not expressly approved by VOICE MEMORIES.

They may be supplemented, where applicable, by specific conditions of use for certain services offered on the Website, which supplement these general terms and, in case of contradiction, prevail over them.

The fact that VOICE MEMORIES does not invoke one of these general terms at a given time cannot be interpreted as a waiver to invoke it later.

The nullity of one contractual clause does not entail nullity of the entire general terms. Temporary or permanent non-application of one or more clauses by VOICE MEMORIES shall not constitute waiver of the remaining clauses, which continue to produce effects.

The Website is in principle accessible to all internet users 24/7, except for interruptions, planned or not, by VOICE MEMORIES or its service providers for maintenance and/or security needs, force majeure, or Website update. VOICE MEMORIES cannot be held liable for any damage resulting from Website unavailability.

VOICE MEMORIES does not guarantee the Website will be free of anomalies, errors, or bugs, nor that it will function without failure or interruption. In this respect, VOICE MEMORIES may freely determine at its sole discretion any period of unavailability of the Website or its content. VOICE MEMORIES cannot be held liable for data transmission, connection, or network unavailability issues.

2 – SELLER IDENTITY AND CONTACT

The Website is operated by VOICE MEMORIES, a limited liability company with share capital of 1,000 euros, registered with the Nice Trade and Companies Register under no. 929 271 070, with registered office at Palais Théodore – 27, rue Théodore de Banville – 06100 Nice, which offers the Services for sale.

VOICE MEMORIES may be contacted at the following details, particularly for any complaint:

Postal address: Palais Théodore – 27, rue Théodore de Banville – 06100 Nice – FRANCE

Phone: 06.60.09.72.78

Email address: info@voicememories.fr

3 – LEGAL CAPACITY AND ACCEPTANCE OF GENERAL TERMS

1. Legal capacity

The Website is accessible:

To any individual with full legal capacity to commit under these general terms. An individual lacking full legal capacity may access the Website only with the agreement of their legal representative.

To any legal entity acting through an individual with legal capacity to contract in the name and on behalf of the legal entity.

2. Acceptance of general terms

Acceptance of these general terms by the Buyer is evidenced by checking a box in the order form. This acceptance can only be full and complete. Any conditional acceptance is deemed null and void. A Buyer who does not accept these general terms must not place an order on the Website.

4 – SERVICE CHARACTERISTICS

Before any online order and notably pursuant to article L111-1 of the French Consumer Code, the Buyer may review on the Website the characteristics of each Service they wish to order.

VOICE MEMORIES will ensure that photographs and descriptions of Services on the Website are as faithful as possible to the Services themselves. Services offered for sale are described and presented with the greatest possible accuracy.

5 – ORDER

1. Placing an order

To place an order, the Buyer must select the Service, date and any options of their choice, then validate the booking.

The Buyer can access the booking summary at any time until the order is finally validated and can correct any input errors.

The order is deemed received by VOICE MEMORIES once finally validated by the Buyer.

2. Order confirmation

At the end of their order and after validation by VOICE MEMORIES, the Buyer receives an email confirmation that:

summarizes the order details and expected timeframe for performance of the Service,

contains a payment link.

The Buyer must ensure that contact details entered in their account are correct and allow receipt of order confirmation email. Failing receipt, the Buyer must contact VOICE MEMORIES at the details in article 2.

VOICE MEMORIES recommends that the Buyer keep the information contained in the order confirmation.

6 – PRICE AND PAYMENT TERMS

1. Price

Service sale prices are displayed on the Website.

They are indicated in euros, all taxes included (French VAT and other applicable taxes).

VOICE MEMORIES reserves the right, at its sole discretion and according to terms it alone will determine, to offer promotional offers or price reductions.

The applicable price is the one displayed on the Website at the time the Buyer's order is registered.

2. Payment terms

The full price of Services is payable upon validation of the order by VOICE MEMORIES.

Access to payment is made, after booking and validation, by sending an email to the Buyer containing a link to complete the transaction.

Payment can be made online by bank card through the secure online payment service link provided.

The Buyer guarantees to VOICE MEMORIES that they have the necessary authorizations to use the chosen payment method.

VOICE MEMORIES reserves the right to suspend or cancel any order and/or delivery in case of non-payment of any due amount, payment incident, or fraud/fraud attempt related to Website use.

The Buyer wishing to benefit from the Services must provide a 250 EUR incl. tax security deposit via bank pre-authorization. This deposit is not debited but temporarily blocked on the Buyer's card. It is automatically released within 7 business days after return of equipment provided by VOICE MEMORIES, subject to complete and good-condition return.

Equipment condition will be checked upon return. In case of observed damage or missing items, a partial or total deduction may be applied according to the repair pricing table below:

3. Invoicing

The invoice corresponding to each order placed by the Buyer is sent by email to the address indicated in the registration form.

7 – PERFORMANCE OF SERVICES

1. Service territory

Buyers are expressly informed that the Website offers service performance only in mainland France, including Monaco.

2. Service delivery methods

Delivery of Services ordered on the Website is made to the address indicated by the Buyer as the « delivery address » (which may differ from billing address), or another location of their choice, which can only be within the covered territory.

Before order validation, the Buyer is informed of possible delivery methods for the ordered Service as well as corresponding timeframes and fees for each method.

The Buyer must ensure provided information is accurate and remains so until full performance of ordered Service(s). The Buyer therefore undertakes to inform VOICE MEMORIES of any change in billing and/or delivery details occurring between order and delivery by promptly sending an email to customer service. Failing this, in case of delay and/or delivery error, the Buyer may not hold VOICE MEMORIES liable for non-performance, and VOICE MEMORIES customer service will contact the Buyer for a second execution at Buyer's expense.

3. Delivery timeframes

The company undertakes to deliver the Service(s) within the period mentioned on the Website.

4. Return of equipment

The Buyer undertakes to return equipment within a maximum of 48 hours after event date, in original packaging, to the address or return point specified by VOICE MEMORIES. In case of non-return within this period, late fees or deposit deductions may apply.

8 – RIGHT OF WITHDRAWAL

The right of withdrawal shall be exercised according to procedures provided by the Consumer Code.

In case of withdrawal by the Buyer, the Seller shall reimburse all payments received from the Customer without undue delay and in any case no later than fourteen days from the day the Seller is informed of the Buyer's decision to withdraw from this contract. Reimbursement will be made using the same payment method used by the Buyer for the initial transaction; in any event, this reimbursement will not incur fees for the Buyer.

If the Buyer requested performance to begin during the withdrawal period, the Buyer shall pay an amount proportional to what has been provided until the Seller is informed of the Buyer's withdrawal from this contract, compared with all services provided for by the contract.

It is understood that all Services may be subject to withdrawal except those excluded by article L. 221-28 of the Consumer Code, reproduced below:

The right of withdrawal cannot be exercised for contracts:

1. For supply of services fully performed before end of withdrawal period and whose performance began after the consumer's express prior agreement and express waiver of right of withdrawal

2. For supply of goods or services whose price depends on fluctuations in the financial market beyond professional control and likely to occur during withdrawal period

3. For supply of goods made to consumer specifications or clearly personalized

4. For supply of goods likely to deteriorate or expire rapidly

5. For supply of goods unsealed by the consumer after delivery and which cannot be returned for hygiene or health protection reasons

6. For supply of goods that after delivery are, by their nature, inseparably mixed with other items

7. For supply of alcoholic beverages whose delivery is deferred beyond thirty days and whose agreed value at contract conclusion depends on market fluctuations beyond professional control

8. For maintenance or repair work to be carried out urgently at consumer's home and expressly requested by them, within limits of spare parts and work strictly necessary to meet urgency

9. For supply of audio/video recordings or software when unsealed by consumer after delivery

10. For supply of newspapers, periodicals or magazines, except subscription contracts to such publications

11. Concluded at public auction

12. For accommodation services other than residential accommodation, goods transport services, car rental, catering or leisure activities to be provided on a specific date or period

13. For supply of digital content not supplied on tangible medium whose performance began after consumer's express prior agreement and express waiver of withdrawal right.

The Seller only offers leisure activities that must be provided on a specific date or period. As such, Services cannot be subject to withdrawal. Nevertheless, the Seller may offer an individual and fair solution for both parties upon Buyer's request.

As a commercial gesture, the Seller agrees to allow the Buyer to withdraw from this contract up to 30 days before performance of the ordered Service, without having to justify reasons or pay penalties.

The Buyer wishing to exercise right of withdrawal must send VOICE MEMORIES, at contact details in article 2 above, before expiry of above period, the withdrawal form attached to these general terms duly completed, or a declaration clearly expressing will to withdraw and including order number.

The Buyer will be reimbursed as soon as possible and no later than 14 (fourteen) days from effective receipt by VOICE MEMORIES of withdrawal request of all sums paid for the order.

9 – LEGAL WARRANTIES

VOICE MEMORIES reminds that the Buyer benefits from legal warranties of conformity and hidden defects, including defects of conformity.

If the Buyer finds that the delivered Service presents a defect, non-conformity, or damage, they must inform VOICE MEMORIES at details in article 2 above, indicating nature of defect, non-conformity or damage observed and sending any useful evidence, notably in the form of photograph(s).

VOICE MEMORIES will carry out necessary checks and offer replacement of Service insofar as possible. If replacement is impossible, VOICE MEMORIES will reimburse Buyer full price paid for Service by any useful means as soon as possible and no later than 14 (fourteen) days following date VOICE MEMORIES informs Buyer replacement is impossible.

Legal texts relating to legal warranties are reproduced in Appendix 1 below.

10 – BUYER OBLIGATIONS

Buyers are solely responsible for choice and use they make of Services. They must verify Services' suitability for their specific needs and constraints before purchasing Services.

They must also take necessary measures to back up by their own means information from their Personal Space they deem necessary, no copy of which will be provided.

Finally, Buyers must take all appropriate measures to protect their own data and/or software stored on their IT equipment against any attack.

11 – LIABILITY OF VOICE MEMORIES

1. VOICE MEMORIES undertakes to regularly carry out checks to verify operation and accessibility of the Website. As such, VOICE MEMORIES reserves the right to temporarily interrupt Website access for maintenance reasons. Likewise, VOICE MEMORIES cannot be held liable for temporary difficulties or impossibility of access caused by circumstances external to it, force majeure, or telecommunications network disruptions.

2. VOICE MEMORIES provides no warranty to Buyer regarding adaptation of Services to needs, expectations, or constraints.

3. VOICE MEMORIES liability is excluded in case of direct or indirect damage affecting property or persons suffered by Buyer or third party resulting from cases below:

4. Negligence or fault committed by Buyer or third party; any use under conditions manifestly non-compliant for use of Services.

5. VOICE MEMORIES cannot be held liable for non-performance or delay in performance of sales contracts due to circumstances external to it or force majeure, expressly including, beyond cases usually retained by French courts: exceptional weather, natural disasters, fires and floods, lightning, attacks, breakdown/blocking of telecommunications networks, transport means or postal services including strikes, damages caused by viruses for which available security means on market do not allow eradication, and any legal/regulatory/public policy obligation imposed by competent authorities having effect of substantially modifying these general terms.

6. In any event, liability likely incurred by VOICE MEMORIES under these terms is expressly limited to proven direct damages suffered by Buyers.

7. VOICE MEMORIES cannot be held liable for loss, alteration or partial/total unavailability of audio recordings, except in case of proven fault in processing or storage by VOICE MEMORIES.

12 – INTELLECTUAL PROPERTY

Systems, software, structures, infrastructures, databases and content of all kinds (texts, images, visuals, music, logos, trademarks, databases, etc.) operated by VOICE MEMORIES on the Website are protected by all applicable intellectual property rights or database producer rights.

Any disassembly, decompilation, decryption, extraction, reuse, copy and more generally any act of reproduction, representation, dissemination and use of any of these elements, in whole or part, without authorization from VOICE MEMORIES is strictly prohibited and may be subject to legal proceedings.

13 – PERSONAL DATA, NEWSLETTER AND TELEPHONE CANVASSING OPPOSITION LIST

1. Personal data

VOICE MEMORIES implements a personal data protection policy whose features are detailed in the document entitled « Privacy Charter » which the Buyer is expressly invited to read.

VOICE MEMORIES understands that data and privacy protection are key issues for all internet users visiting the Website. In compliance with GDPR regulations, VOICE MEMORIES undertakes to respect your privacy and protect your personal data, i.e. data likely to identify you directly or indirectly as a person.

Within order framework, VOICE MEMORIES is intended to collect Buyer's personal data. VOICE MEMORIES undertakes to protect Buyers' personal data.

Files containing personal data necessary for order are notably kept on Website host servers. This provider states compliance with GDPR requirements. VOICE MEMORIES does not communicate or trade Buyers' personal data.

At order stage on Website, Buyer expressly consents to collection and processing of personal data necessary to carry out Orders.

Personal data collected by VOICE MEMORIES is intended to enable order completion. Different personal data will not be kept longer than necessary for purposes for which collected, including legal or tax obligations.

In accordance with provisions of Law no. 78-17 of January 6, 1978 as amended by Law no. 2004-801 of August 6, 2004 known as « Informatique et Libertés », and GDPR, subject to proof of identity, any Buyer regardless of nationality has right of access, modification and deletion of personal data. Each Buyer is also entitled to request processing limitation and has right to data portability as well as right to object to processing of personal data concerning them.

In any case, any Buyer has right to file a complaint with CNIL.

2. Newsletter

By checking the box provided for this purpose or expressly giving consent, Buyer accepts that VOICE MEMORIES may send, at a frequency and in a form determined by it, a newsletter that may contain information related to its activity.

When Buyer checks the dedicated box during Website registration process to place Order, they accept receiving commercial offers from VOICE MEMORIES for Services similar to those ordered.

Buyers may unsubscribe from newsletter by clicking dedicated link present in each newsletter.

3. Telephone canvassing opposition list

You can register free of charge on BLOCTEL telephone canvassing opposition list (www.bloctel.gouv.fr) to no longer receive unsolicited calls from professionals with whom you have no ongoing contractual relationship, in accordance with Law no. 2014-344 of March 17, 2014 on consumption.

Any consumer can register free of charge on this list via https://conso.bloctel.fr/index.php/inscription.php.

14 – ADVERTISING

VOICE MEMORIES reserves right to insert on any Website page and in any communication to Buyers any advertising or promotional messages in forms and conditions determined solely by VOICE MEMORIES.

15 – LINKS AND THIRD-PARTY SITES

VOICE MEMORIES cannot in any case be held responsible for technical availability of websites or mobile applications operated by third parties (including possible partners) to which Buyer would access through the Website.

VOICE MEMORIES assumes no responsibility for content, advertising, products and/or services available on such third-party sites and mobile apps, which are governed by their own terms of use.

VOICE MEMORIES is also not responsible for transactions between Buyer and any advertiser, professional or merchant (including possible partners) to whom Buyer is directed through Website and cannot in any case be party to any disputes with such third parties, notably regarding delivery of products/services, warranties, declarations and other obligations binding those third parties.

16 – PROHIBITED BEHAVIOR

1. Strictly prohibited are: (i) any behavior likely to interrupt, suspend, slow down or prevent proper Website operation, (ii) any intrusion or attempted intrusion into VOICE MEMORIES systems, (iii) any diversion of Website system resources, (iv) any action imposing disproportionate load on Website infrastructures, (v) any breach of security/authentication measures, (vi) any act harming financial/commercial/moral rights and interests of VOICE MEMORIES or Website users, (vii) any practice diverting Website from purposes for which designed and more generally (viii) any breach of these terms or applicable laws and regulations.

2. It is likewise strictly prohibited to monetize, sell or grant all or part of access to Website and information it contains.

3. In case of breach of any provision of this article or more generally infringement of laws/regulations, VOICE MEMORIES reserves right to take all appropriate measures and bring legal action.

17 – DEREGISTRATION

Buyer may deregister from Website at any time by sending request to VOICE MEMORIES by email at details in article 2.

Deregistration takes effect within maximum 7 (seven) days from request. It results in automatic deletion of Buyer's account.

18 – CHANGES

VOICE MEMORIES reserves right to modify these general terms of sale at any time. In such case, applicable terms will be those in force on date of Buyer's order.

19 – LANGUAGE

In event these general terms are translated into one or more languages,

the language for interpretation shall be French in case of contradiction or dispute over

meaning of a term or provision.

20 – MEDIATION

It is also reminded that any consumer has right to use free of charge a consumer mediator for amicable resolution of dispute with a professional. For this purpose, VOICE MEMORIES guarantees Buyer effective recourse to a consumer mediation system.

Consumer dispute mediation: In accordance with Consumer Code provisions concerning amicable dispute settlement, VOICE MEMORIES is affiliated with CM2C Mediator Service.

In case of dispute, you can submit your complaint on its website: https://www.cm2c.net or by post/email at cm2c@cm2c.net .

You may use mediation service for consumer disputes related to an order placed online.

It is finally reminded that mediation is not mandatory but only proposed to resolve disputes while avoiding legal proceedings. In case mediation fails or Buyer wishes to bring action before court, rules of Civil Procedure Code apply.

Buyer may also contact online dispute resolution platform provided by European Commission at: http://ec.europa.eu/consumers

21 – APPLICABLE LAW AND JURISDICTION

These general terms are governed by French law.

In case of dispute regarding validity, interpretation and/or performance of these general terms, parties agree courts of NICE shall have exclusive jurisdiction, subject to mandatory procedural rules to the contrary.

APPENDIX 1 – LEGAL TEXTS RELATING TO WARRANTIES

Article L. 217-4 of the Consumer Code

The seller is required to deliver goods in conformity with the contract and is liable for conformity defects existing at delivery. The seller is also liable for conformity defects resulting from packaging, assembly instructions or installation when this was their contractual responsibility or performed under their responsibility.

Article L. 217-5 of the Consumer Code

The goods are conforming to the contract: if suitable for use normally expected of similar goods and, where applicable: if matching seller's description and possessing qualities presented to buyer as sample/model; if presenting qualities a buyer may legitimately expect in light of public statements made by seller, producer or representative, notably in advertising or labeling; or if presenting characteristics defined by mutual agreement of parties or suitable for any special use sought by buyer, brought to seller's attention and accepted by seller.

Article L. 217-7 of the Consumer Code

Conformity defects appearing within twenty-four months from delivery are presumed to exist at delivery, unless proven otherwise. For second-hand goods, this period is six months. Seller may rebut this presumption if incompatible with nature of goods or alleged defect.

Article L. 217-8 of the Consumer Code

Buyer is entitled to demand conformity of goods with contract. Buyer may not however challenge conformity by invoking defect they knew or could not ignore when contracting. Same applies when defect originates from materials supplied by buyer.

Article L. 217-9 of the Consumer Code

In case of conformity defect, buyer chooses between repair and replacement. However, seller may refuse buyer's choice if it entails manifestly disproportionate cost compared with alternative considering value of goods or seriousness of defect. Seller is then required, unless impossible, to proceed according to method not chosen by buyer.

Article L. 217-10 of the Consumer Code

If repair and replacement are impossible, buyer may return goods and be refunded price, or keep goods and be refunded part of price. Same option is open: 1° if requested/proposed/agreed solution under article L. 217-9 cannot be implemented within one month after buyer's claim; 2° or if this solution cannot be implemented without major inconvenience for buyer considering nature of goods and intended use. Sale cancellation cannot however be pronounced if conformity defect is minor.

Article L.217-11 of the Consumer Code

Application of articles L. 217-9 and L. 217-10 is free of charge for buyer. These provisions do not prevent award of damages.

Article L. 217-12 of the Consumer Code

Action resulting from conformity defect is barred by limitation two years from delivery of goods.

Article L. 217-16 of the Consumer Code

When buyer requests seller, during commercial warranty period granted at acquisition or repair of movable goods, restoration covered by warranty, any immobilization period of at least seven days is added to remaining warranty duration. This period runs from buyer's intervention request or from date goods are made available for repair, if later than intervention request.

Article 1641 of the Civil Code

Seller is bound by warranty for hidden defects in sold thing that render it unfit for intended use, or so diminish that use that buyer would not have bought it, or would have paid lower price, had they known.

Article 1643 of the Civil Code

Seller is liable for hidden defects even if unaware, unless in that case they stipulated no warranty obligation.

Article 1644 of the Civil Code

In cases of articles 1641 and 1643, buyer may choose either return item and recover price, or keep item and recover part of price.

Article 1648 paragraph 1 of the Civil Code

Action resulting from redhibitory defects must be brought by purchaser within two years from discovery of defect.

APPENDIX 2 – RETURN POLICY AND WITHDRAWAL FORM

The right of withdrawal shall be exercised according to procedures provided by the Consumer Code.

In case of withdrawal by Buyer, Seller shall reimburse all payments received from Customer without undue delay and in any case no later than fourteen days from day Seller is informed of Buyer's withdrawal decision. Seller will reimburse using same payment method used by Buyer for initial transaction; in any event, this reimbursement will not incur fees for Buyer.

If Buyer requested performance during withdrawal period, Buyer must pay amount proportionate to what has been supplied until Seller is informed of withdrawal, compared to all services provided by contract.

It is understood all Services may be subject to withdrawal except those excluded by article L. 221-28 of Consumer Code reproduced below:

The right of withdrawal cannot be exercised for contracts:

1. For supply of services fully performed before end of withdrawal period and whose

performance began after consumer's express prior agreement and express waiver

of right of withdrawal

2. For supply of goods or services whose price depends on financial market fluctuations beyond professional control and likely during withdrawal period

3. For supply of goods made to consumer specifications or clearly personalized

4. For supply of goods likely to deteriorate or expire rapidly

5. For supply of goods unsealed by consumer after delivery and which cannot be returned for hygiene or health protection reasons

6. For supply of goods that after delivery are, by nature, inseparably mixed with other articles

7. For supply of alcoholic beverages whose delivery is deferred beyond thirty days and whose value agreed at contract conclusion depends on market fluctuations beyond professional control

8. For maintenance or repair work urgently carried out at consumer home and expressly requested by consumer, within limits of spare parts/work strictly necessary to meet urgency

9. For supply of audio/video recordings or software when unsealed by consumer after delivery

10. For supply of newspaper, periodical or magazine, except subscription contracts for these publications

11. Concluded at public auction

12. For accommodation services other than residential accommodation, goods transport services, car rentals, catering or leisure activities to be provided on specific date or period

13. For supply of digital content not supplied on tangible medium whose performance began after consumer's express prior agreement and express waiver of withdrawal right.

Seller only offers leisure activities to be provided on specific date or period. Therefore Services cannot be withdrawn from. Nevertheless Seller may offer individual and fair solution for both parties if Buyer requests it.

As commercial gesture, Seller agrees to allow Buyer to withdraw from this contract up to 30 days before ordered Service performance, without justifying reasons or paying penalties.

Buyer wishing to exercise withdrawal right must send VOICE MEMORIES, at details in article 2 above, before expiry of period above, the withdrawal form attached to these general terms duly completed, or declaration clearly expressing will to withdraw and including order number.

Buyer will be reimbursed as soon as possible and no later than 14 (fourteen) days from effective receipt by VOICE MEMORIES of withdrawal request for all sums paid for order.