ARTICLE 1 - OBJECT OF THE TERMS AND CONDITIONS

NASOLHI, a simplified joint-stock company with a capital of €16,880.27, headquartered at 6384 RUE OBSIDIENNE, 13510 EGUILLES, registered in the Trade and Companies Register of Aix-en-Provence under the number 877 986 430 (hereinafter referred to as "SEECLY"), operates an online intermediation platform under the name "SEECLY" (the "Marketplace").

The Marketplace connects non-professional buyers acting for non-commercial purposes (the "Clients") and sellers, whether professional or not (the "Sellers"), to allow the latter to offer for sale second-hand or end-of-series eyeglass frames (the "Products") with lenses adapted to the Clients' vision upon request, excluding children's frames, and to conclude direct sales with them.

These Terms and Conditions of Sale (the "T&Cs") describe the terms of remote sales of goods and services through the Marketplace accessible via the following link: General Terms and Conditions of Sale and define the obligations and rights of both parties.

To use the Marketplace, the Client must be 18 years or older and capable of entering into legal acts. The Client must also have created a client account on the Marketplace in accordance with the General Terms of Use (GTU) accessible at any time via the following link: legal notices.

ARTICLE 2 - SCOPE

The T&Cs apply, without restriction or reservation, to all sales of Products concluded between the Seller and the Client through the Marketplace.

The Client's validation of the order implies acceptance without restriction or reservation of the T&Cs. When using the Marketplace, two scenarios arise:

• SEECLY acts as an intermediary in the sale, without being the Seller of the Products. In this case, SEECLY is not responsible for the Products sold and never becomes the owner of the Products, which the Client acknowledges and accepts. Therefore, SEECLY is not a party to the sales contract concluded between the Client and the Seller.
• SEECLY acts directly as the Seller of the Products. In this case, the Products sold by SEECLY are presented in the SEECLY e-shop. Thus, SEECLY is indeed the owner of the Products purchased by the Client and assumes all responsibilities. When a Product is sold by SEECLY, the term "Seller" also refers to SEECLY.

The T&Cs are accessible at any time via the following link: General Terms and Conditions of Sale and the T&Cs in effect at the date of the Client's order confirmation will prevail over any other version or contradictory document in case of a dispute between the Client and the Seller or between the Client and SEECLY.

2-1. Sale by a Third-Party Seller

When the sale is made by a third-party Seller, the T&Cs only govern the relationship between the Sellers and the Clients, who acknowledge having the required capacity to contract and acquire the Products offered on the Marketplace.

They do not govern the relationship between the Sellers and SEECLY, which are defined in the General Terms of Service (GTS), nor the relationship between the Clients and SEECLY, which are defined in the GTU, and which these T&Cs complement.

Only the Seller, whose name and complete contact details are indicated on the product description page ("Product Page"), is the contracting party of the Client in the purchase and sale operation of the said Products. In principle, the Products cannot be returned or exchanged by the Marketplace.

SEECLY acts (i) as an intermediary to connect the Client and the Seller and (ii) as a service provider for the "Refurbishment" of the Product at the time of purchase by the Client. The "Refurbishment" by SEECLY is not a refurbishment but a restoration to good working order of the frame by a qualified optician, coupled with a quality control by SEECLY that only concerns the conformity of the Seller's Product to the description provided on the Product Page filled by the Seller. These operations do not make SEECLY a party to the contract between the Seller and the Client. Moreover, the potential delivery carried out by SEECLY through its subcontractors does not make SEECLY a party to the contract between the Seller and the Client. SEECLY also intervenes (iii) for the order and fitting of prescription lenses (based on a standard pupillary distance or according to the indications on the Client's prescription) that the Client can order through SEECLY.

Finally, (iv) SEECLY can authenticate certain high-brand frames provided it has and is able to analyze a certificate of authentication. In such a case, the mention "Authenticated Brand Product by SEECLY" is indicated on the Product Page. If SEECLY is informed or has a doubt about the illegal nature of a Product (counterfeit or stolen product, etc.), the Seller's store is immediately closed.

2-2. Sale by SEECLY

When the sale is made by SEECLY, the T&Cs govern the relationship between SEECLY acting as Seller and the Clients, who acknowledge having the required capacity to contract and acquire the Products offered on the Marketplace.

They are complemented by the General Terms of Use (GTU), which these T&Cs complement.

SEECLY's contact details appear instead of the Seller's on the Product Page, and SEECLY directly handles all after-sales service if necessary. Unless otherwise stated, SEECLY is not an authorized distributor of a brand.

2-3. Restoration by SEECLY

For the restoration service of the frame by a qualified optician, SEECLY adds a flat fee of €9.90 (nine euros and ninety cents) to the Client's final cart for each restored frame.

ARTICLE 3 - CHARACTERISTICS OF THE PRODUCTS SOLD ON THE MARKETPLACE

The Products offered for sale on the Marketplace are second-hand or end-of-series eyeglass frames. Through the Product Page filled by the Seller, they are described to allow the Client to know their main characteristics, including specifications, dimensions, and price.

The choice and purchase of a Product are the sole responsibility of the Client.

The photographs and graphics presented on the Marketplace are not contractual and do not engage SEECLY's responsibility.

The Client must refer to the description of each Product to know its properties, essential features, and delivery times.

Contractual information is presented in French and confirmed at the latest at the time of the Client's order validation.

The main parameters determining the ranking of Products from queries consisting of a keyword, phrase, or data entry and their order of importance are accessible from the online interface and the page displaying the query results.

For orders to a country other than metropolitan France, the Client is the importer of the Products concerned.

For all Products shipped outside the European Union and DOM-TOM, the price will be calculated excluding taxes automatically on the invoice.

Customs duties or other local taxes or import duties or state taxes may be payable. They will be the Client's responsibility and are not the responsibility of SEECLY.

ARTICLE 4 - DURATION OF THE PRODUCT OFFER

The Product offers are valid within the limits of available stocks, as specified when placing the order.

ARTICLE 5 - ORDERS

5-1. Placing the Order

The Client is responsible for selecting the Product(s) they wish to order on the Marketplace, the delivery method among the options offered, the payment method, and providing the information necessary for payment and order completion.

The Client can verify the details of their order, the total price, and correct any errors before confirming acceptance.

It is the Client's responsibility to verify the accuracy of the order and immediately report or correct any errors.

The registration of an order on the Marketplace is done when the Client accepts the T&Cs by checking the box provided for this purpose and validates their order. They must then confirm their payment and pay, which validates the Client's order.

This validation implies that the Client has read and accepted all the T&Cs in their entirety.

An email confirming receipt of the order is immediately sent to the Client by the Marketplace. This is not a final confirmation of the order but a confirmation of receipt.

At the same time, the Seller of the selected Product(s) is informed by the Marketplace of the Client's order.

The sale is final only after the Client receives confirmation of the Product's availability and acceptance of the order by the Seller, which will be sent within four days of the Client's order and the Marketplace's notification. The sale of each Product is concluded - for each Product in the case of simultaneous purchases - when the Seller confirms the availability of the Product(s). In case of unavailability or lack of confirmation by the Seller within four days, the order is automatically canceled, and the sale is deemed never to have been concluded. The Marketplace then refunds the sums paid by the Client as soon as possible, through a reverse transaction via the payment method used during the initial purchase.

SEECLY, when selling directly, or the Seller reserves the right to refuse an order or delivery concerning a Client who has not fully or partially paid for a previous order or with whom a dispute is ongoing.

5-2. Order Modification

Once confirmed and accepted by the Seller, as described above, the order cannot be modified.

5-3. Order Cancellation

Once confirmed and accepted by the Seller, as described above, the order cannot be canceled, except in the exercise of the right of withdrawal or force majeure.

ARTICLE 6 - PRICES

The Products are provided at the prices set by the Seller indicated on the Product Page.

The prices shown on the Product Page are quoted in euros, excluding and including taxes, excluding delivery, handling, shipping, and transportation fees.

The amount of delivery, handling, shipping, and transportation fees for each Product is added at the time of the Client's order validation.

Any price reduction announcement made by the Seller must indicate the price practiced before applying the price reduction, i.e., the lowest price practiced concerning all consumers during the thirty days preceding the price reduction application.

An invoice established by SEECLY acting in its name and on behalf of the Seller under an integrated invoicing mandate is provided to the Client upon delivery of the ordered Products.

ARTICLE 7 - PAYMENT TERMS

The price is payable in full to the Marketplace, which collects the corresponding amount on behalf of the Seller on the day of the Client's order, through secure payment, according to the following methods:

• By digital wallet or electronic purse
• Through a payment service provider; in this case, MangoPay, whose general conditions apply to the relationship between the Client and MangoPay for the payment and are accessible here.

Payment by credit card is irrevocable, except in case of fraudulent use of the card. In this case, and upon providing proof, the Client can request the cancellation of the payment and the return of the corresponding amounts.

The payments made by the Client will only be considered final after the effective collection of the amounts due, by the Marketplace, on behalf of the Seller.

ARTICLE 8 - DELIVERY AND PROVISION OF ORDERED PRODUCTS

The provision of the Products refers to the transfer to the Client of the physical possession or control of the ordered Products.

According to Article L 216-4 of the Consumer Code, the provision of the Products comes with a written statement mentioning the possibility of making reservations and the commercial guarantee.

The Products ordered by the Client will be delivered worldwide within the shipping period indicated on the Product Page, plus the processing and delivery time to the address provided by the Client when ordering. However, these times are communicated for information purposes only.

Case of sale to a third-party Seller:

In purchases made by the Client from a third-party Seller, the delivery date of the Product depends on the date when SEECLY receives the Product sent by the Seller. Therefore, SEECLY cannot commit to a fixed delivery date. SEECLY undertakes to make its best efforts to deliver the products within 15 days. In any case, the maximum shipping date will be thirty (30) calendar days from the date of the Client's order validation.

Case of sale by SEECLY:

For sales of Products directly by SEECLY, a delivery date is specified to the Client when ordering.

If the Products ordered have not been delivered within 30 days after the indicative delivery date, for any reason other than force majeure or the Client's fault, the Client may notify the Seller, in accordance with Article L 216-6 of the Consumer Code, of the termination of the sale after having enjoined the Seller to perform within a reasonable additional period not met by the Seller.

The termination may be immediate if the Seller refuses to perform or if it is obvious that they cannot deliver the Products or if the unmet delivery deadline was, for the Client, an essential condition of the sale.

In case of termination of the sale, the amounts paid by the Client will be refunded within fourteen days of the contract's denunciation, excluding any compensation or withholding.

The Seller bears the risks of transporting the Products to the SEECLY workshop and must refund the Client in case of damage during transport. However, SEECLY is responsible for the transportation of the Products between the SEECLY workshop and the Client's delivery location.

Deliveries are carried out by an independent carrier to the address specified by the Client when ordering and which the carrier can easily access.

The Client acknowledges that it is the carrier's responsibility to deliver and has no recourse against the Seller or SEECLY in case of non-delivery of the transported Products.

In case of a specific request by the Client regarding the packaging or transportation conditions of the ordered products, duly accepted in writing by the Seller, the related costs will be subject to a specific additional invoice, based on a prior quote accepted in writing by the Client.

The Client must confirm receipt of each Product ordered within 5 business days of delivery via the Marketplace.

Failing this, the Product will be deemed to have been received by the Client.

After this period and without having followed these formalities, the Products will be deemed compliant and free of any apparent defects.

It is recalled that the lack of reservations by the Client at the time of delivery does not release the Seller from the conformity guarantee, as described below.

ARTICLE 9 - TRANSFER OF OWNERSHIP - TRANSFER OF RISKS

The transfer of ownership of the Products from the Seller will occur upon acceptance of the order by the Seller, signifying the agreement of the parties on the item and the price, regardless of the payment and delivery date.

The transfer of the risks of loss and damage of the Product to the Client coincides with the delivery of the Product to the Client. Any risk related to damage to the Product after its receipt falls on the Client.

ARTICLE 10 - RIGHT OF WITHDRAWAL

For purchases from a professional Seller, the Client has a period of fourteen days from the receipt of the Product to exercise their right of withdrawal from the Seller without having to justify reasons or pay penalties, for exchange or refund, provided that the Products are returned in perfect condition to SEECLY within 14 days of the Client's decision to withdraw. SEECLY then handles the relationship with the Seller.

For purchases from a private Seller, the Client has a period of forty-eight hours from the receipt of the Product to exercise their right of withdrawal from SEECLY without having to justify reasons or pay penalties, for exchange or refund, provided that the Products are returned in perfect condition to SEECLY within 7 days of the Client's decision to withdraw. SEECLY then handles the relationship with the Seller.

Returns must be made in their original condition and complete (packaging, accessories, instructions...) allowing their re-marketing in new condition, accompanied by the purchase invoice.

In case of a convenience withdrawal, i.e., not motivated by a defect of the Product or the implementation of any guarantee, the return costs are the responsibility of the Client.

Damaged, soiled, or incomplete Products are not taken back.

The right of withdrawal can be exercised online using the withdrawal form available on the Marketplace. An acknowledgment of receipt on a durable medium is then communicated to the Client by the Seller or any other clear statement expressing the wish to withdraw.

In case of exercising the right of withdrawal within the above period, only the price of the Product(s) purchased and delivery costs can be refunded; the return costs remain the responsibility of the Client. SEECLY offers the Client the possibility of benefiting from a voucher corresponding to the amount of the Product(s) subject to the right of withdrawal for a future purchase on the Marketplace.

The refund will be made within 14 days of the notification of the withdrawal decision, directly by the Marketplace, on behalf of the Seller, by crediting the Client's bank account.

ARTICLE 11 - NON-CONFORMITY

As part of its intervention during the "Refurbishment," SEECLY performs a conformity check of the Products.

Non-conformity in case of the sale of a counterfeit Product:

If the Products are counterfeit or prohibited for sale (notably in case of stolen goods), SEECLY will automatically cancel the sale, inform the Client, and refund them.

Non-conformity regarding the Product Page:

If the Products partly match their description, SEECLY informs the Client of the detected defects, who has seventy-two (72) hours to (i) accept or (ii) cancel the sale. In case of sale cancellation, SEECLY refunds the Client.

ARTICLE 12 - SELLER'S LIABILITY - WARRANTY

The Products provided by the Seller benefit by right and without additional payment, independently of the right of withdrawal, in accordance with legal provisions, from:

• The legal guarantee of conformity for Products that are apparently defective, damaged, or not corresponding to the order. It is specified that the legal guarantee of conformity only benefits non-professional Clients purchasing Products from professional Sellers.
• The legal guarantee against hidden defects resulting from a material, design, or manufacturing defect affecting the delivered Products and rendering them unfit for use.
• The SEECLY 3-month breakage and damage commercial guarantee covering breakage by the Client of the purchased Products (lenses and frames), included in the Product's purchase price by the Client.

12-1. Legal guarantee of conformity

The Seller commits to delivering a good in conformity with the contractual description and the criteria stated in Article L. 217-5 of the Consumer Code. They are responsible for conformity defects existing at the time of delivery and appearing within two years from the delivery.

This guarantee period applies without prejudice to Articles 2224 et seq. of the Civil Code, with the prescription starting from the day the Client becomes aware of the conformity defect.

Conformity defects that appear within twenty-four months (or twelve months in the case of a used good) from delivery are presumed to exist at the time of delivery unless proven otherwise.

In case of a conformity defect, the Client can demand the Products' conformity through repair or replacement or, failing that, a price reduction or the sale's termination, under legal conditions.

The Client can also suspend payment of all or part of the price or the contractually agreed advantage until the Seller has fulfilled their obligations under the legal guarantee of conformity, under the conditions of Articles 1219 and 1220 of the Civil Code.

It is up to the Client to request the Seller to bring the Products into conformity, choosing between repair and replacement. The conformity must be achieved within a period not exceeding thirty days from the Client's request.

Repair or replacement of the non-conforming Product includes, if necessary, the removal and return of the Product and the installation of the repaired or replaced Product.

Any Product brought into conformity under the legal guarantee of conformity benefits from an extension of this guarantee by six months.

In case of replacement of the non-conforming Product, when despite the Client's choice, the conformity has not been achieved by the Seller, the replacement starts a new legal guarantee of conformity period, from the delivery of the replaced Product.

If the requested conformity is impossible or entails disproportionate costs under the conditions provided in Article L 217-12 of the Consumer Code, the Seller may refuse it.

If the conditions of Article L 217-12 of the Consumer Code are not met, the Client may, after formal notice, pursue the forced execution in kind of the initially requested solution, under Articles 1221 et seq. of the Civil Code.

Finally, the Client can demand a price reduction or the sale's termination (unless the conformity defect is minor) in the cases provided in Article L 217-14 of the Consumer Code.

When the conformity defect is so severe that it justifies the price reduction or immediate termination of the sale, the Client is not required to request repair or replacement of the non-conforming Product beforehand.

The price reduction is proportional to the difference between the value of the delivered Product and the value of this Product in the absence of the conformity defect.

In case of sale termination, the Client is refunded the price paid against the return of the non-conforming Products to the Seller, at the latter's expense.

The refund is made upon receipt of the non-conforming Product or proof of its return by the Client and at the latest within fourteen days, with the same payment method used by the Client during payment, unless expressly agreed otherwise, and without additional costs.

The above provisions are without prejudice to the possible allocation of damages to the Client for the harm suffered due to the conformity defect.

12-2. Legal guarantee against hidden defects

The Seller is liable for hidden defects under the legal guarantee against hidden defects resulting from a material, design, or manufacturing defect affecting the delivered Products and rendering them unfit for use.

The Client can decide to implement the guarantee against hidden defects of the Products under Article 1641 of the Civil Code; in this case, they can choose between the sale's termination or a price reduction under Article 1644 of the Civil Code.

12-3. SEECLY 3-month breakage and damage commercial guarantee

This SEECLY commercial guarantee is included in the purchase price of the Product(s) (frames and/or lenses) bought by the Client. It is borne by SEECLY.

Conditions of implementation:

• In case of breakage of the Product(s) bought by the Client within three (3) months from their receipt by the Client. In case of breakage or damage beyond this period, the Client is no longer eligible for this SEECLY commercial breakage and damage guarantee.
• The Client returns – at their expense – the broken or damaged Product(s).
• The return to SEECLY must be made by registered mail with acknowledgment of receipt, under carefully protected wrapping.
• The return of the Products must necessarily be accompanied by a brief letter clearly expressing the Client's wish to benefit from the SEECLY 3-month breakage and damage commercial guarantee.

12-4. Warranty exclusion

The Seller's liability cannot be engaged in the following cases:

• Non-compliance with the legislation of the country where the products are delivered, which it is up to the Client to verify.
• In case of misuse, professional use, negligence, or lack of maintenance by the Client, as well as normal wear and tear of the Product, accident, or force majeure.

The Seller's warranty is, in any case, limited to replacing or refunding non-conforming or defective Products.

ARTICLE 13 - PERSONAL DATA PROTECTION

Under Law 78-17 of January 6, 1978, as amended by Law No. 2018-493 of June 20, 2018, it is recalled that the personal data requested from the Client by the Marketplace are necessary for the order processing.

They cannot be used for other purposes.

The processing of information communicated through the Marketplace complies with legal requirements for personal data protection, and the information system used ensures optimal protection of this data.

Under national and European regulations, the Client has a permanent right of access, modification, rectification, opposition, portability, and limitation of processing concerning the information concerning them.

This right can be exercised under the conditions and according to the modalities defined on the Marketplace in the Privacy Policy accessible via the following link: Privacy Policy.

ARTICLE 14 - INTELLECTUAL PROPERTY

The content of the Marketplace is the property of SEECLY and/or the Seller and its partners and is protected by French and international laws on intellectual property.

Any total or partial reproduction of this content is strictly prohibited and may constitute counterfeiting.

ARTICLE 15 - FORCE MAJEURE

The Parties cannot be held responsible if the non-execution or delay in the execution of any of their obligations, as described in these Terms, results from a case of force majeure, under Article 1218 of the Civil Code.

ARTICLE 16 - APPLICABLE LAW - LANGUAGE

The T&Cs and the resulting operations are governed by and subject to French law.

The T&Cs are written in French. In case of translation into one or more foreign languages, only the French text will prevail in case of a dispute.

ARTICLE 17 - PARTIAL INVALIDITY

If one or more stipulations of these Terms are held to be invalid or declared as such under a law, regulation, or final decision of a competent court, the other stipulations will retain their full force and scope.

ARTICLE 18 - PRE-CONTRACTUAL INFORMATION

18-1. Client Acceptance

The Client acknowledges having been informed by the Seller in a readable and understandable manner, prior to their immediate purchase or order, and under Article L 221-5 of the Consumer Code,

• Of the essential characteristics of the Products and notably the specifications, dimensions, and conditions of use, allowing them to acquire the Products with full knowledge, particularly concerning their conditions of use. The Client must refer to the description of each Product to know its essential properties and features.
• Of the Product prices and the application of a personalized price based on automated decision-making or, in the absence of price payment, on any benefit provided instead or in addition to it.
• Of the delivery times for the ordered Products in the absence of immediate execution of the sale.
• Of the Seller's identity and all their contact details.
• Of the existence and implementation conditions of warranties (legal warranty of conformity, warranty against hidden defects) and, where applicable, after-sales service.
• Of the termination modalities, dispute resolution methods, and other contractual conditions and, where applicable, of the costs of using the remote communication technique, the existence of codes of conduct, and financial guarantees.
• Of the right of withdrawal and its exercise modalities.
• Of the possibility of resorting to a consumer mediator under the conditions provided for in the Consumer Code.

In compliance with the applicable regulations for opticians, SEECLY offers a selection of frames eligible for the 100% Health regulation, allowing full coverage by social security. This selection is available via the 100% Health tab.

By placing an order on the Marketplace, outside the 100% Health product selection, the Client acknowledges and accepts that they can order (i) new frames that fall under category B, outside 100% Health, or (ii) second-hand frames outside 100% Health.

Placing an order on the Marketplace implies full and complete adherence and acceptance of the T&Cs, which the Client expressly acknowledges, waiving any contradictory document that would be unenforceable against the Marketplace.

18-2. Identification

Our contact details are as follows:

• Address: 6384 RUE OBSIDIENNE, 13510 EGUILLES
• Email address: [email protected]

ARTICLE 19 - DISPUTES

All disputes are directly settled between the Client and the Seller, if necessary, using the messaging tool provided on the Marketplace.

The Client has the possibility of reporting to SEECLY within 5 days of the Seller's order confirmation any complaint, particularly regarding the non-receipt of the Product, its non-conformity with the order, or the receipt of a damaged Product.

The Client and SEECLY will make their best efforts to reach an amicable resolution of the dispute.

Depending on the case, the reported dispute will result in either the return of the ordered Product or a refund, under the conditions specified in these T&Cs.

The Client is informed that they can always resort to conventional mediation, particularly with the Consumer Mediation Commission (C. consom. art. L 612-1) or any alternative dispute resolution method (conciliation, for example) in case of a dispute.

Under the rules applicable to mediation, any consumer dispute must first be submitted via the procedure mentioned above (preliminary complaint directly introduced to the Seller on the Marketplace before any mediation request).