ARTICLE 1 – SCOPE OF APPLICATION

These General Terms and Conditions of Sale (hereinafter referred to as the "General Terms and Conditions of Sale" or "GTC") aim to define the conditions under which DONE connects Partners who wish to make Donations and Associations who wish to benefit from them via DONE's website.

They apply, without restriction or reservation, to all Services provided by DONE to Associations and Partners, regardless of any clauses that may appear on their documents, and particularly their general terms and conditions of purchase.

These General Terms and Conditions of Sale are made available to Associations and Partners on the Website and within the Platform.

Any Service implies, on the part of Associations and Partners, acceptance of these General Terms and Conditions of Sale.

In accordance with current regulations, DONE reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on negotiations conducted with Associations and/or Partners, by establishing Specific Terms and Conditions of Sale.

For the purpose of these terms, DONE and the Associations and/or Partners may be referred to individually as "the Party" and collectively as "the Parties".

ARTICLE 1 – DEFINITIONS

"Association" refers to any association recognized as being of public utility or general interest, registered on the Platform and wishing to benefit from the Donations made available by Partners.

"General Terms and Conditions of Sale" refers to these terms and conditions.

"Donations" refers to all donations made by Partners, in the form of products that are either new unsold or used.

"CSR Index" refers to the impact of Partners on the environment and society, as defined by the actions carried out by the Partner on the Platform.

"Partner" refers to any company and legal entity registered on the Platform that makes Donations available to Associations.

"Platform" refers to the secure platform available at https://app.done.fr to facilitate Donations.

"Service" refers to the services provided by DONE to all Partners on the Platform, enabling them to announce the Donations they wish to give to Associations.

"Website" refers to DONE's website available at https://app.done.fr.

"COMPANY" refers to DONNEZ.ORG, a simplified joint-stock company, with its registered office at 19 Rue d'Amiens, 59800 Lille, France, registered with the LILLE METROPOLE Trade and Companies Register under identification number 89052963900027.

"USER" refers to any visitor and user of the Site and the Platform, including Associations and Partners.

ARTICLE 2 – SERVICE OVERVIEW

DONE connects Partners and Associations. Partner companies listed on the Website publish Donation proposals they wish to make available to Associations.

Partners and Associations are expressly informed that DONE acts solely as an intermediary facilitating the dissemination of Donation offers from Partners.

DONE does not perform any preliminary checks on the quality of offers or Donations. DONE cannot be held liable for any Donation offer or the quality of Donations.

ARTICLE 3 – DONATION HANDOVER PROCEDURE

3.1 – Publication of a Donation Offer

When a Partner company wishes to make products available for donation, it must register on the Site and accept the general terms of use. Registration is done via an email address.

Any registration made with private credentials or via a private account will not be validated by DONE and may result in the deletion of offers published by the Partner on the Platform.

The Partner must then publish a Donation offer corresponding to the product(s) they wish to donate to Associations. The listing must include at least a title, a purchase price or cost price, a quantity, and a description of the list of products being donated. By publishing the listing, the Partner declares ownership of the products and that they have been described as accurately as possible.

Partners and Associations will have access to the following features:

• Post listings to donate a product
• Create an agreement to formalize the Donation
• View and search for a Donation based on specific criteria
• Reserve a Donation
• Instant messaging between Associations and Partners
• Issue a tax receipt for tax reduction purposes
• Invite teammates to join the Platform
• View its CSR indicator

Products offered as Donations must be tangible goods. Any cash donation offer will be automatically removed by DONE.

Donation offers are published for a period of thirty (30) days, renewable once. Expired listings can be republished for a new period of up to 30 days.

By publishing the listing, the Partner agrees that its content may be used by DONE to communicate about this Donation. The Partner is solely responsible for the quality and content of the offers and releases DONE from any liability for disputes related to the published offers. However, DONE reserves the right to remove any listing it deems inappropriate.

3.2 – Registration of Associations

Following the publication of a Donation offer, DONE will disseminate the listing to Associations in its network. If an Association wishes to benefit from a Partner's Donation, it must register on the Platform using an email address.

Any registration made with private credentials or via a private account will not be validated by DONE and may lead to the invalidation of the Donation.

The Association must also provide a copy of its articles of association, a tax ruling, and a copy of its organizational chart. DONE verifies the information provided. Only after DONE has validated the registration and profile will the Association be able to receive Donations.

3.3 – Signing a Partnership Agreement

Any Association whose registration has been validated by DONE can reserve Donation listings of interest via the Platform. All Associations can access the list of available listings, their descriptions and images, as well as Partner profiles. Associations can also sort listings by distance and category.

All Associations can create a basket by reserving a Partner's list. Once the basket is created, they can confirm it. The Partner then receives a notification.

It must then sign a Partnership Agreement with the Partner regarding the exchange of Donations (see Appendix 1). The Agreement is signed electronically and summarizes all products donated during the period. Only authorized persons may sign it. It takes effect upon validation of the Donation by the Partner.

The Donation is made without expectation of direct or indirect consideration by the Partner. A tax credit may be claimed once the product has been donated.

The Partner reserves the right to refuse a Donation request made by an Association. Such refusal shall not engage DONE's liability.

The Association and the Partner expressly agree that signing a Partnership Agreement obliges the Parties to exchange all future Donations exclusively via the Platform. Any deviation may result in the immediate deletion of accounts and the payment of compensation to DONE as damages.

3.4 – Collection of Donations

To collect Donations, the Association can choose to:

Collecting the Donation itself: The Association travels to the location indicated by the Partner. It must log in to the Platform at the time of collection and ensure all products are present. If everything is compliant, it must indicate this on the Platform. In case of a missing product, it must inform DONE via the Platform or by email. The Association confirms proper receipt by signing the tax receipt.

Using a carrier service: DONE entrusts a carrier with the collection in conjunction with the Partner. Donations are delivered to the address provided by the Association during registration. Any delivery returned to the Partner due to an address error will be re-shipped at the Association's expense.

Upon receipt of the goods, the Association undertakes, under its own responsibility, to carry out all necessary checks regarding their apparent condition, quantity, and conformity. This check must be performed at the time of delivery, in the presence of the carrier if applicable. Any apparent anomaly (damaged package, missing or deteriorated product) must be precisely noted on the Platform and, if applicable, on the delivery note.

Signing the delivery note constitutes acknowledgment of receipt of the goods in good apparent condition and in the correct quantity.

In the event of an apparent defect or non-conformity observed upon delivery, the Association must contact DONE directly via the Platform or by email as soon as possible.

As DONE is not involved in the handover of goods, nor does it ensure their custody or transport, it cannot be held liable in this regard. Associations and Partners acknowledge that they have no recourse or warranty claim against DONE in the event of non-delivery or non-payment by the carrier.

3.5 – Issuance of a Tax Receipt

Product Donations may entitle the Partner to a tax credit. The Donation is subject to a tax receipt issued by the Association for the value of the Donation. It is the Partner's responsibility to correctly estimate the value of the product and to assume all liability in this regard.

The Association has five (5) business days from the receipt of the Donation to issue a tax receipt, either by using its own receipt transmitted via the Platform or the template provided by DONE.

For the preparation of tax receipts, the Association must provide:

• The signature of the person authorized to sign receipts
• The association's address
• The logo
• An extract from the RNA (national register of associations)

3.6 – Invite a Teammate

Partners and Associations can invite a teammate to join their entity. An email is then sent to their email address. If the teammate clicks on 'Join the company / association', their account is automatically created, and they can immediately collaborate.

3.7 – CSR Index

All Partners can access their CSR index, calculated according to the following criteria: the number of products donated, the number of associations helped, and the number of kilograms of CO₂ saved.

ARTICLE 4 – DONE'S COMMISSION

DONE charges a commission on the value of each Donation, determined based on the purchase price or cost price of the product, the amount of which is stated on the quote or any other DONE document.

This commission is invoiced directly to the Partner, in addition to the declared value of the product on the Donation offer. The Partner undertakes to declare the value of the product on each offer and to provide an accurate and truthful value.

Payment will be due 30 days from the Donation delivery date. DONE reserves the right to suspend its service performance in case of non-payment.

In the event of a Partner intentionally undervaluing the Donations, their account may be suspended and any Donation offer may be taken offline.

The commission is invoiced upon signature of the tax receipt. Payment is made by bank transfer, using the bank details provided on the invoice.

ARTICLE 5 – OBLIGATIONS AND RESPONSIBILITIES OF THE PARTIES

5.1 – DONE's Obligations and Responsibilities

DONE commits to deploying all human and technical resources at its disposal to provide the Services. DONE has a general duty to advise and inform Associations and Partners.

DONE makes no commitment regarding the visibility of Donation offers nor does it guarantee the Partner will find an Association willing to accept each of their Donations.

DONE shall not be liable for any loss of profits, operations, clientele, or commercial disruption suffered by Partners and/or Associations.

DONE cannot under any circumstances be held responsible for the content of listings published by Partners. DONE is a third party to the communications and relationships between Partners and Associations.

However, DONE may access messages exchanged via the instant messaging service, particularly for fraud prevention, service improvement, user assistance, or verification of compliance with these General Terms and Conditions.

5.2 – Obligations and Responsibilities of the Partner

The Partner is responsible for the Donation they make. They undertake not to donate products that could pose a danger and to provide all information necessary for the proper use of the product.

The Partner undertakes to publish only product Donation listings and to refuse any form of direct or indirect payment in exchange for Donations.

The Partner acknowledges that they are solely responsible for all information and the content of the listings they publish and make available to the Associations. They expressly release DONE from all liability and will bear all potential damages, costs, and expenses that may be claimed.

The Partner is responsible for the quality and integrity of the Donations made to the Associations and may be held liable for any donated product that does not comply with the safety, hygiene, and health standards set by regulations.

DONE reserves the right to suspend or close a Partner's account, without compensation, in the event of non-payment of the due commission or voluntary devaluation of a Donation's value.

The Partner undertakes to process each Donation request submitted by the Associations and to respond to it, positively or negatively.

5.3 – Obligations and Responsibilities of Associations

The Association receiving a Donation undertakes to provide the Partner with the tax receipt under the conditions stipulated by law and within the timeframe specified in Article 4.5 of these General Terms and Conditions.

The Association undertakes to enter into a Partnership Agreement with the Partner and to comply with its terms. Compliance with these obligations is an essential element of these General Terms and Conditions.

5.4 – Product Donations with a Use-By Date

The Association is expressly informed that certain products have a use-by and/or consumption-by date. The products concerned will be specifically marked on the packaging and/or in the product list.

Regarding non-food products, the Partner may offer for Donation products whose best-before date has passed by a maximum of one (1) year. In such a case, the Partner is obliged to explicitly inform the Association.

Upon receipt of the products, the Association undertakes to ensure their use and/or distribution in compliance with current regulations. Any damage resulting from the use or distribution of products after their expiry date falls under the sole responsibility of the Association, which absolves DONE and the Partner of any liability in this regard.

5.5 – Categorized Product Donations

The Association is expressly informed that certain products have specific usage instructions. Said Donations may concern products:

• With substances, mixtures, or uses that are not recommended
• With safety instructions inherent to their handling
• With labeling and/or storage instructions
• Containing dangerous, chemical, irritating components, or that may harm the physical integrity of others
• Subject to any other instructions categorizing products according to regulatory and/or legislative provisions

The Partner undertakes to provide the Association with all relevant documentation (safety data sheet, list of components, usage instructions, etc.). It is entirely responsible for the quality and integrity of the products and undertakes to supply only products that comply with French and European safety, hygiene, and health standards.

By accepting products, the Association agrees to bear full responsibility for their use. It undertakes to have the necessary skills, personnel, and materials to use the products under conditions that comply with safety standards. The Association is solely responsible for any incident suffered by its beneficiaries and/or any third parties, related to the use, processing, and storage of the products.

5.6 – Parties' Duty of Loyalty

Associations and Partners connected via DONE agree to continue their relationship via the Platform.

Any Donation made off-Platform between an Association and a Partner connected by DONE will result in the payment to DONE of a sum equal to fifteen (15) % of the value of the donation made.

This duty of loyalty has a limited duration of two years from the last exchange made on the Platform between the Partner and the Association.

ARTICLE 6 – PERSONAL DATA

DONE's obligations regarding Users' Personal Data are described on the Website under the 'Data Protection Policy' tab.

ARTICLE 7 – CONFIDENTIALITY

Partners and Associations may have access to confidential information from the other party. They undertake to maintain the confidentiality of the information received and commit that it shall:

• Be protected and kept strictly confidential with at least a reasonable degree of care
• Not be disclosed to a third party, whether for consideration or free of charge, without the prior written consent of the other Party
• Be used solely for the performance of this agreement, to the exclusion of any other use without prior written authorization
• Not be copied, reproduced, or duplicated without the specific written authorization of the other Party

These confidentiality obligations are binding on the Parties for the duration of their use of the Services and the Site, and after its termination.

ARTICLE 8 – INTELLECTUAL PROPERTY

DONE's verbal and visual trademarks (logos) are protected. Their use without written authorization from DONE on any medium, for the purpose of promoting products or services, or for commercial purposes, is prohibited under penalty of criminal and civil prosecution initiated by DONE against the user and/or responsible third parties.

ARTICLE 9 – MISCELLANEOUS PROVISIONS

9.1 – Severability

If one or more provisions of these terms are held to be invalid or declared null and void pursuant to a law, regulation, or court decision, this shall not affect the other clauses of the conditions.

9.2 – Non-Waiver

The fact that the Parties have not invoked a breach by the other party of one of the obligations referred to herein shall not be interpreted in the future as a waiver of the obligation in question.

9.3 – Partial Invalidity

In the event of a contradiction between a provision of these terms and any legislative or regulatory text, present or future, the latter shall prevail, provided that the affected provision is limited only to the extent necessary and that no other provision is affected.

ARTICLE 10 – CONTRACT LANGUAGE – APPLICABLE LAW

These General Terms and Conditions of Sale and the transactions resulting therefrom are governed by French law. They are written in French. Should they be translated into one or more languages, only the French text shall be authoritative in the event of a dispute.

ARTICLE 11 – DISPUTES

The Parties undertake to seek an amicable solution to any dispute that may arise from the interpretation or execution of these terms. The Party wishing to initiate the amicable procedure must notify the other party, by registered letter with acknowledgment of receipt, of its intention, specifying the difficulties encountered or the breaches observed.

This amicable dispute resolution procedure is a mandatory prerequisite for initiating legal action. Any action initiated in violation of this clause would be declared inadmissible.

If the Parties fail to reach an amicable agreement within thirty (30) calendar days following the first notification, each of them shall regain full freedom of action.

Failing an amicable resolution, any dispute relating to the execution, interpretation, validity, and termination of these terms shall be subject to the exclusive jurisdiction of the Commercial Court of Lille, even in the event of multiple defendants, third-party claims, or summary proceedings.

ARTICLE 12 – CONTACT

For any questions or information about the services presented on the Site, or concerning the site itself, the user can leave a message at the following address: contact@done.fr

APPENDIX 1 – Partnership Agreement Template

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