Preamble and definitions
These General Terms and Conditions of Sale (the "Terms of Sale") govern the contractual relationship between the publisher of the RackList platform and any professional Host subscribing to a paid offer. They constitute the sole framework for the commercial negotiation within the meaning of article L. 441-1 of the French Commercial Code.
Purpose and scope
These Terms of Sale define the conditions under which RackList makes paid features available to the Host: verified profile claiming, analytics dashboard, sub-user management, public responses to reviews, data export and any other paid service described in the pricing grid.
These Terms of Sale apply cumulatively with the Terms of Use, the Privacy Policy, the Legal Notice and, where RackList acts as a data processor within the meaning of GDPR article 28, the Data Processing Agreement (DPA). In the event of contradiction with the Terms of Use on their respective scopes, these Terms of Sale prevail.
These Terms of Sale do not govern the relationship between the Host and its own customers, nor the free consultation of the Platform by end users, which remains subject to the Terms of Use. No right of withdrawal applies (see section 8).
Enforceability and negotiation framework
The Terms of Sale are communicated to the Host prior to any subscription and accepted electronically, without reservation, by activating a non-pre-ticked checkbox. Acceptance is timestamped and retained as evidence (article 1366 of the French Civil Code).
These Terms of Sale constitute the sole framework for commercial negotiation within the meaning of article L. 441-1 of the French Commercial Code. Any modification agreed between the Parties requires a written amendment, signed or electronically accepted by both Parties.
Save for specific written agreement signed by RackList, these Terms of Sale prevail over any purchasing terms or contractual documents issued by the Host.
Order and subscription
Subscription takes place online from the Host portal: Offer selection, acceptance of the Terms of Sale, validation of the payment method via Stripe, email confirmation. The contract is formed upon validation of the first instalment payment.
Subscription to a paid Offer requires prior profile claiming, by email or DNS TXT record, according to the procedure described on the Platform. RackList may refuse or suspend a subscription in the absence of effective verification.
For specific needs (multi-profiles, volumes, custom integrations), a quote may be issued on request. It specifies the applicable particular conditions and forms an integral part of the contract.
RackList sends the Host a confirmation email summarising the subscribed Offer, the schedule and the service access. An invoice is issued under the conditions of section 5.
Prices and financial terms
Prices are expressed in euros (€) and displayed excluding taxes. They are set out in the pricing grid in force as at the Order date, available on the Platform and provided on request.
As at the entry into force of these terms, the publisher benefits from the VAT franchise set out in article 293 B of the French General Tax Code. Invoices therefore bear the mention "TVA non applicable, art. 293 B du CGI". Should the higher threshold be exceeded, standard-regime VAT would apply to invoices issued after the threshold is crossed, with no retroactive effect.
Where the Host is a taxable person established in another EU Member State and provides a valid intra-EU VAT number, services are invoiced without VAT with the mention "Reverse charge - article 283-2 CGI".
Payments are made exclusively by bank card or SEPA direct debit via Stripe Payments Europe, Ltd., licensed as an electronic money institution. No off-platform payment method is accepted for recurring Offers.
RackList may revise the pricing grid. Any price revision is notified to the Host with at least thirty (30) days' notice before entry into force and applies only to instalments following the notice. The Host may terminate the Offer without penalty before the new price takes effect.
Payment, deadlines and penalties
Offers are payable in advance, by instalment (monthly or annual) on the Order anniversary date. For custom quotes, invoices are payable thirty (30) days from issue date, save as otherwise stated in the quote, within the limits of article L. 441-10 of the French Commercial Code.
Pursuant to articles L. 441-10 and L. 441-11 of the French Commercial Code, any late payment triggers, by operation of law and without prior formal notice, the accrual of penalties calculated at the rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, with a floor equal to three (3) times the legal interest rate.
Any late payment also triggers, by operation of law, a fixed indemnity for recovery costs of forty (40) euros per unpaid invoice, pursuant to article D. 441-5 of the French Commercial Code, without prejudice to RackList's right to claim additional compensation on justification where the costs actually incurred exceed that amount.
Without prejudice to the recovery of sums due, any payment default persisting more than fifteen (15) days after formal notice sent by email entitles RackList to suspend access to paid features and, failing remedy within a further fifteen (15) days, to terminate the contract at the Host's fault.
Term, renewal and termination
Offers are subscribed for an initial term corresponding to the period chosen by the Host at the time of Order (monthly or annual), starting from contract formation.
Upon expiry of the initial term, the contract is tacitly renewed for successive periods of the same duration, unless terminated by either Party under the conditions below. A reminder is sent to the Host at least thirty (30) days before each renewal.
The Host may terminate at any time, from its customer area or by email to contact@racklist.eu, with effect at the next instalment; no minimum notice is required to interrupt tacit renewal provided that the request is received before the renewal date. Sums already paid for the current period remain due; no pro-rata refund is made, save in case of proven breach by RackList.
RackList may terminate the contract or not renew it with at least thirty (30) days' prior written notice, in accordance with article 4.2 of Regulation (EU) 2019/1150 (P2B). The notification specifies the reasons and the effective date. Such notice is not required in case of serious breach by the Host, violation of applicable laws, recurrence after warning, or order from a competent authority.
Either Party may terminate the contract at the fault of the other in case of serious breach not remedied within fifteen (15) days after receipt of formal notice sent by email with read receipt or by registered letter with acknowledgement of receipt.
No right of withdrawal (B2B)
Given their exclusively professional purpose, these Terms of Sale grant no right of withdrawal. The Host expressly acknowledges that the subscription falls within the main scope of its activity and that the exception of article L. 221-3 of the French Consumer Code does not apply. The Host confirms this status at the time of Order.
RackList's obligations
RackList undertakes to provide the service with the diligence reasonably expected of a professional in the sector, under a best-efforts obligation.
RackList implements the technical measures reasonably available to ensure the Platform's availability. Absent a signed SLA appendix, no contractual availability rate is guaranteed; maintenance windows are announced to the extent possible.
Support is provided by email (contact@racklist.eu) and from the Host dashboard, at the hours and indicative response times set out in the documentation. Critical incidents are handled as a priority.
RackList implements appropriate technical and organisational measures to preserve the confidentiality, integrity and availability of data, in accordance with GDPR article 32. Detailed measures are set out in appendix 2 of the DPA.
RackList makes available to the Host the mechanisms to export its business data (statistics, received reviews, posted responses) in a structured commonly used format, in accordance with article 9 of the P2B regulation.
Host's obligations
The Host undertakes to use the service in good faith, in compliance with applicable laws and regulations and with these Terms of Sale.
- The Host warrants the accuracy of the information published on its Profile (identity, contact details, service characteristics) and undertakes to update it without delay in case of substantial change.
- The Host refrains from any conduct likely to manipulate the scoring (fake reviews, quid pro quo, prohibited incentives), to unfairly disparage a competitor, or to circumvent moderation mechanisms.
- The Host complies with the laws applicable to its activity, in particular the GDPR as a data controller for its own customers, the LCEN, consumer law in relations with its own consumers, and the rules applicable to online advertising.
- Where the Host uses the APIs or integrations made available, it respects the published technical limits, official documentation and applicable quotas. Automated use for unintended massive data collection is prohibited.
- The Host remains solely responsible for the acts of its sub-users and requires them to comply with these Terms of Sale and the Terms of Use.
Liability and warranties
RackList's liability, on any ground whatsoever, can only be engaged in case of breach of its essential obligations and provided that the Host establishes the fault, the damage suffered and a direct causal link.
To the extent permitted by law, RackList's cumulative liability under the contract is capped, for all claims relating to the same contractual year, to the total amount of fees excluding taxes actually paid by the Host during the twelve (12) months preceding the triggering event, with an absolute floor of one hundred (100) euros to preserve the substance of the essential obligation.
Indirect and intangible damages are excluded, including loss of revenue, margin, customers, data not backed up by the Host, reputation or business opportunity, without such exclusion affecting rights arising from wilful misconduct, gross negligence, bodily injury or any public-policy provision.
No provision of these terms may be interpreted as limiting RackList's liability in case of wilful misconduct, gross negligence, bodily injury, or in a manner that would deprive the essential obligation of the contract of its substance (article 1170 of the French Civil Code).
Force majeure
No Party may be held liable for the failure or delay in performing an obligation resulting from a force majeure event within the meaning of article 1218 of the French Civil Code, such as, by way of example and without limitation, natural disasters, public-authority decisions, extended interruption of public telecommunications networks, large-scale denial-of-service attacks or failure of a third-party infrastructure provider. The prevented Party shall notify the other in writing without delay. Affected obligations are suspended for the duration of the event. Where the event lasts beyond sixty (60) days, each Party may terminate the contract by written notice, without compensation on either side.
Intellectual property
RackList remains the exclusive owner of all intellectual property rights attached to the Platform, its code, databases, trademarks, logos, scoring methodologies and associated documentation. Subscription to an Offer grants the Host a personal, non-exclusive, non-transferable right of use, limited to the contract term and the purposes of the service.
The Host retains ownership of the elements it submits (logo, descriptions, media, review responses). It grants RackList a non-exclusive, royalty-free licence to reproduce, adapt (responsive formats, FR↔EN translation) and display them on the Platform and its official communication channels during the term of the contract and for up to twelve (12) months after its termination, for traceability and evidentiary archiving purposes.
The Host warrants that it holds all necessary rights over the submitted elements and that it has the authorisations required for their exploitation under these terms. It shall indemnify RackList against any third-party claim relating to those elements.
Personal data protection
Each Party complies with the applicable personal data protection regulations, in particular the GDPR and French Act no. 78-17 as amended. The Parties identify their respective roles for each processing: RackList is a data controller for its own purposes (Host account, billing, fraud, logging) and a data processor within the meaning of GDPR article 28 when it processes data on behalf of the Host via features provided for that purpose.
Where RackList acts as a data processor, the processing is governed by a Data Processing Agreement (DPA) accessible from the Platform, which forms an integral part of the contract. Acceptance of these Terms of Sale entails adherence to the DPA when its conditions are met.
Read the DPAConfidentiality
Each Party undertakes to preserve the confidentiality of non-public information and documents received from the other Party in connection with the contract, in particular commercial information, non-public statistics, product roadmap and any negotiated particular conditions. This obligation applies throughout the term of the contract and for a period of three (3) years after its termination. It does not extend to information that has fallen into the public domain without fault of the receiving Party, to information already known before communication, or to information whose disclosure is required by law or a competent authority.
Platform transparency (P2B regulation)
In accordance with article 5 of Regulation (EU) 2019/1150 (P2B), the main ranking parameters are described in the Terms of Use and on the "Methodology" page published on the Platform: seniority, reviews, compliance, responsiveness, value for money. Paid plans do not alter scoring parameters and do not entail any preferential treatment in the ranking.
In accordance with article 7 of the P2B regulation, paid Offers may trigger premium features (verified badge, team management, analytics) clearly identifiable by the end user, distinct from the ranking. RackList prohibits any sponsored ranking or pay-to-rank as of the entry into force of these terms. Any change will be clearly signalled.
The Host has continuous access to its business data (traffic statistics, received reviews, posted responses, clicks) through its dashboard, and an export feature in a common structured format, in accordance with article 9 of the P2B regulation.
The Host may refer to the internal complaints system at contact@racklist.eu. An acknowledgement is issued without delay and a reasoned reply within a reasonable time, in principle less than fifteen (15) business days.
In accordance with article 12 of the P2B regulation, RackList voluntarily designates the following mediators, competent to attempt amicable resolution of disputes arising from the commercial relationship: (1) Business Ombudsman (Direction générale des entreprises, Bercy, free of charge); (2) Paris Mediation and Arbitration Centre (CMAP). Detailed contact information is published on the Platform.
As at the entry into force, RackList qualifies as a small enterprise within the meaning of EU Recommendation 2003/361 (< 50 employees and turnover ≤ EUR 10 M) and therefore benefits from the exemptions provided by the P2B regulation for articles 11 and 12. The mechanisms described above are nevertheless implemented voluntarily to foster trust.
Changes to the Terms of Sale
RackList may amend these Terms of Sale for legal, technical, economic or editorial reasons. Any substantial change is notified to the Host by email and in its customer area with at least thirty (30) days' notice before entry into force, in accordance with article 3.2 of the P2B regulation (which sets a minimum of 15 days). Minor changes or editorial corrections may be applied immediately and listed in the version history.
During the notice period, the Host may reject the new terms by terminating the contract without penalty, with effect at the entry into force of the changes. Continued use beyond that date constitutes acceptance.
Previous versions are archived and provided on written request to contact@racklist.eu.
Governing law and jurisdiction
These Terms of Sale are governed by French law, pursuant to article 3 of Regulation (EU) 593/2008 (Rome I). The Parties expressly agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
Prior to any contentious proceedings, the Parties undertake to seek an amicable solution, directly or through one of the mediators designated in section 16, for a minimum period of thirty (30) days.
Failing an amicable solution, exclusive jurisdiction is granted to the courts of Lyon (France), and in particular to the Lyon Commercial Court for disputes falling within its competence, in accordance with article 25 of Regulation (EU) 1215/2012 (Brussels I recast). This clause is expressly accepted in writing by the Host through the electronic acceptance mechanism of the Terms of Sale.
These Terms of Sale are drafted in French. An English translation is provided as a courtesy; in the event of contradiction, the French version prevails.
Final provisions
If any provision of these terms is declared null or unenforceable, the other provisions shall retain their full force and shall, where appropriate, be replaced by a provision whose effect is closest to that of the original clause.
The fact that one Party does not rely on a breach by the other of any of the obligations set out herein shall not be construed as a waiver of the right to rely on it subsequently.
These Terms of Sale, the Terms of Use, the Privacy Policy, the DPA and, where applicable, any accepted quote, express the entire agreement of the Parties on their subject matter and prevail over any prior document.
Notifications are validly served by email to the addresses provided by the Parties to the contract, with effect on the sending date, unless a specific clause requires a registered form.
RackList may assign the contract to any third party in the context of restructuring, merger or business transfer, subject to prior notice to the Host. The Host may not assign the contract without RackList's prior written consent.
Contact
For any question regarding these Terms of Sale, a subscription or a billing matter, the Host may use the following contact points.
Version history
Previous versions are archived and provided on written request at contact@racklist.eu.