Seller Policy Pages

Cdiscount Merchant Registration Terms and Conditions

This document constitutes the agreement between Cdiscount and the Merchant regarding the provision of Cdiscount Services, including the online platform and food delivery.

1. Definitions and Interpretation

Defines key terms used in the Agreement, such as "Agreement," "Applicable Law," "Business Day," "Customer Account," "Merchant Wallet," "Net Sales," "Order," "Products," "Service Fee," "Cdiscount Platform," "Cdiscount Services," "Transaction," and "Transaction Funds."
Establishes rules for interpreting the Agreement, including references to statutory provisions, definitions of written form, interpretation of "including," references to Clauses and Schedules, and the inclusion of singular/plural and gender.
States that headings in the Agreement are for convenience only and do not affect its construction.

2. Scope

The Agreement contains the terms for the provision of Cdiscount Services (which may be amended from time to time).

3. Term

The Agreement shall be in full force and effect for one (1) year from the Effective Date and shall be automatically renewed for successive terms of one (1) year each, unless either Party gives written notice to the other Party at least thirty (30) days prior to the expiration of any term.

4. Description of Cdiscount Services

Cdiscount Services include: referring Customers to the Merchant, acting as an intermediary between the Customer and the Merchant (accepting Orders and receiving payments), and communicating Orders and disbursing payments to the Merchant. Cdiscount may change or suspend the Services at its sole discretion.
Cdiscount will display the Merchant's offered Products on the Cdiscount Platform, provided the information has been communicated to Cdiscount and meets Cdiscount's standards.
The Merchant must provide necessary information (menus, Products, availability, operating hours, location, Logo, images, prices, etc.) for Cdiscount to display. If the Merchant fails to provide this, Cdiscount may use existing information. Changes to information must be notified at least seven (7) days in advance.
The Merchant must continuously verify information published on the Cdiscount Platform and immediately report any errors (within one hour). Merchant information may also be published on other media.
Cdiscount states that it does not provide transportation services and makes no warranties regarding the quality, safety, or legality of Products. Cdiscount does not guarantee Customer identity or the completion of a Transaction.
The actual contract for the sale of Products is directly between the Merchant and the Customer; Cdiscount is not a party to such contracts and assumes no liability.
The Merchant is responsible for handling refunds and/or claims related to transactions. Cdiscount may assist and may, at its sole discretion, refund the Customer.
In specific circumstances (e.g., security risks, suspicious transactions, illegal activities, policy violations), Cdiscount reserves the right to suspend transactions, customer accounts, merchant wallets, or Cdiscount Services.
Cdiscount may provide training to Merchants on Cdiscount Service developments at its discretion.
Cdiscount may deduct Service Fees and Contributions (if any) from Transaction Funds.
If Cdiscount provides equipment (e.g., EDC machine) to the Merchant, the Merchant is responsible for it and must return it upon termination of services.

5. Obligations

The Merchant must register through the Cdiscount Merchant Registration Form or other methods determined by Cdiscount and integrate Cdiscount Services into the Merchant Outlet according to Cdiscount's instructions and policies.
The Merchant must not trade any illegal or restricted Products.
The Merchant must retain transaction records for at least seven (7) years.
The Merchant must conduct its business in compliance with all Applicable Laws.
The Merchant must hold all necessary licenses and permits and immediately report any violations to Cdiscount.
The Merchant represents and warrants that:
- Its funds are legally sourced and it has not engaged in illegal activities.
- Product information published on the Cdiscount Platform complies with all legal requirements, especially those related to food sales.
- Information provided to Cdiscount is accurate and does not infringe third-party intellectual property rights.
- Sold Products are of merchantable quality, safe for consumption, and comply with relevant regulations and Cdiscount standards.
- It possesses all required licenses and has no outstanding legal proceedings or penalties.
- It will not solicit customer data on behalf of Cdiscount without prior written approval.
If Products are spoiled, defective, or cause food poisoning/allergies, the Merchant bears full responsibility and liability and must indemnify Cdiscount.
The Merchant and its affiliates must not engage in transactions with sanctioned individuals or entities and must comply with anti-corruption and anti-money laundering laws.
The Merchant must not engage in decoding, reverse engineering, damaging Cdiscount's systems, or stealing Cdiscount and customer information.
The Merchant agrees to participate in Cdiscount's promotional activities and must follow the opt-out procedure if desired.
The Merchant must properly secure its account and password and is responsible for all activities under its account.

6. Cdiscount Co-Funding Campaigns

Contributions for co-funded campaigns ("Campaigns") in which the Merchant participates will be calculated based on Net Sales.

7. Fees and Taxes

The Merchant shall pay Cdiscount a Service Fee, calculated based on successful Net Sales transactions, exclusive of taxes.
Terms for the settlement of Transaction Funds will be further detailed in the Merchant SOP.
Cdiscount may adjust Service Fees, Contributions, or other applicable fees at any time by written notice to the Merchant.
The Merchant is responsible for all taxes related to its business. If Cdiscount pays such taxes on behalf of the Merchant, it may recover these amounts.

8. Intellectual Property Rights

Cdiscount reserves all rights, title, and interest in its platform and related services.
The Merchant grants Cdiscount a worldwide, non-exclusive, royalty-free license to use its Logo, trademarks, etc., during the Agreement term for promoting Cdiscount Services.
The Merchant warrants that it owns or has the legal right to use the intellectual property and that it does not infringe any third-party rights.
Intellectual property rights in reports, specifications, and similar documents generated during the Agreement belong to the respective parties.
Neither party may use the other's trademark for marketing activities without written consent, except that Cdiscount may use the Merchant's trademark to promote Cdiscount Services.

9. No Warranty

Cdiscount Services are provided "AS-IS" without any warranty, express or implied. Cdiscount and its affiliates do not guarantee continuous, uninterrupted, or secure access.
Cdiscount is not liable for issues arising from fraudulent or unauthorized payments, incorrect payment instructions, system failures (viruses, unauthorized access), or circumstances specified in Clause 4.8.

10. Confidentiality and Personal Data

Both Parties must keep confidential any non-public information (including Personal Data) disclosed during the Agreement and not use it for their own benefit or disclose it to third parties.
The receiving Party may disclose Confidential Information to its directors, employees, and professional advisors, provided they are instructed to maintain confidentiality.
Both Parties must comply with their respective obligations as Data User and Data Processor under Applicable Laws and Cdiscount's privacy policy.
Confidentiality obligations survive the termination of the Agreement.

11. Force Majeure

Parties are released from responsibility for delays or failures to perform obligations due to Force Majeure events (e.g., epidemics (excluding COVID-19), natural disasters, war), provided such events are unforeseeable and beyond reasonable control.
The affected Party must promptly notify the other Party in writing.

12. Termination

Either Party may terminate the Agreement immediately if:
- The other Party files for bankruptcy, becomes insolvent, or enters liquidation.
- There is a material breach of the Agreement by the other Party, and the breach is not remedied within 30 days of notice.
- Cdiscount suspects unlawful, illegal, or fraudulent acts by the Merchant.
- The other Party violates Applicable Law in a manner that could materially adversely affect the non-defaulting Party.
- Either Party gives the other Party 30 days' prior written notice for any reason.
Termination of the Agreement does not relieve either Party from obligations, responsibilities, and liabilities accrued prior to termination.

13. Assignment

The Merchant may not assign its rights under the Agreement without Cdiscount's prior written consent.
The Merchant may not permit others (other than Customers) to use Cdiscount Services without Cdiscount's prior written consent.
The Agreement binds the Parties and their respective successors and permitted assigns.

14. Relationship of the Parties; Driver as Independent Contractor

Nothing in the Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Merchant and Cdiscount.
The agreement between Drivers and Customers is independent of Cdiscount; Drivers are not employees or agents of Cdiscount.
Cdiscount does not provide transportation services and is not responsible for any Driver's actions, negligence, or failure to provide service.
Cdiscount does not guarantee the safety, reliability, or capability of Drivers during delivery. The Merchant hereby holds Cdiscount harmless from any claims arising from such delivery services.

15. Indemnification

The Merchant shall fully indemnify and hold Cdiscount, its affiliates, and their respective officers, directors, employees, agents, and contractors harmless from any loss, liability, costs, and expenses (including legal and professional costs) incurred as a result of any third-party claim relating to any Products, the Merchant's use of Cdiscount Services or Platform, or any breach of the Agreement, except for losses resulting from Cdiscount's negligence, bad faith, or willful misconduct.
Neither Party shall be liable to the other for any loss of profit, goodwill, business opportunity, anticipated savings, or any indirect or consequential loss.

16. Governing Law; Dispute Resolution

The Agreement shall be governed by the laws of France.
In the event of any dispute, the Parties shall first attempt to settle it through mutual discussions between senior management for a period of thirty (30) days after receipt of a dispute notice.
If the dispute cannot be settled amicably within thirty (30) days, it shall be referred to and finally resolved by arbitration administered by [Insert relevant French arbitration institution, e.g., the International Chamber of Commerce - ICC Paris] in accordance with its arbitration rules. The arbitrator(s) shall be jointly appointed by the Parties. If they cannot agree, the arbitrator(s) shall be appointed by [Insert appointing authority, e.g., the Director of the ICC]. The language of the arbitration shall be English, and the place of arbitration shall be Paris, France.
The Agreement and the rights and obligations of the Parties shall remain in full force and effect pending the award in any arbitration proceeding.

17. Notices

All notices under the Agreement shall be made by personal delivery, registered mail via overnight courier, or email to the following addresses:
- If to Cdiscount:
  - Company Name: (Please insert Cdiscount's actual legal entity name in France here, e.g., Cnova S.A. or Cdiscount S.A. - Please verify)
  - Address: (Please insert Cdiscount's actual registered address in France here - Please verify)
  - Email: (Please insert Cdiscount's legal affairs email address in France here, e.g., legal.fr@cdiscount.com - Please verify)
  - Attention: Group General Counsel (or equivalent position)
- If to the Merchant: To the address set out in the Merchant Particulars or via other methods determined by Cdiscount.
All notices shall be deemed duly delivered: (a) if by personal delivery, when left at the address; (b) if by overnight courier, on the second (2nd) Business Day after pickup; or (c) if by email, on the day of dispatch if sent before 5:00 pm on a Business Day in France, otherwise on the following Business Day.

18. No Waiver

The failure by a Party to enforce any provision of the Agreement shall not be construed as a waiver of such provision or the right to enforce it or any other provision. No waiver shall be construed as a continuing waiver.

19. Severability

If any part of the Agreement is or becomes invalid, unlawful, or unenforceable, such part shall be severed from the remainder of the Agreement, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law.

20. Entire Agreement

The Agreement (including all attachments and other documents referred to herein) constitutes the entire agreement of the Parties regarding its subject matter. Matters not regulated in the Agreement shall be regulated in the Merchant SOP or other documents published by Cdiscount on the Cdiscount Platform. The Merchant SOP is an inseparable part of the Agreement. If there is any discrepancy between the Agreement and the Merchant SOP, the provisions of the Merchant SOP shall prevail.

Last Updated: October 11, 2025