By using the Cellaris Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.
Last Updated: September 30, 2025
CELLARIS SAS
RCS Toulouse 952 076 198
2 rue Raymond Boulogne C41, 31500 Toulouse, France
contact@cellaris.com
1. DEFINITIONS
• "Platform" means the Cellaris marketplace accessible at www.cellaris.com, including all associated mobile and desktop applications.
• "Services" means all services provided by Cellaris, including the marketplace platform, payment services, authentication services, and storage coordination.
• "User" means any person accessing the Platform, including Buyers, Sellers, and visitors.
• "Buyer" means any individual or legal entity purchasing Grand Primeur® wines through the Platform.
• "Seller" means wine producers and individual collectors authorized to sell wines on the Platform.
• "Grand Primeur®" means wines from future vintages not yet produced, sold in advance by wine producers.
• "Initial Transaction" means the first sale of Grand Primeur® wines by a producer to an initial buyer.
• "Secondary Market" means the resale of wines between Platform users after the Initial Transaction.
• "Account" means the user profile created to access Platform Services.
• "Content" means all information, text, images, videos, data, and materials published by Users on the Platform.
2. GENERAL PROVISIONS
2.1 Acceptance of Terms
By accessing or using the Cellaris Platform, you unconditionally accept these Terms & Conditions. If you do not agree to these terms, please do not use our Services.
2.2 Legal Capacity
You must be at legal age of drinking alcohol in your country of residence to use our Platform. By using our Services, you confirm that you meet this age requirement and have the legal capacity to enter into binding contracts under French law.
2.3 Modification of Terms
Cellaris reserves the right to modify these Terms & Conditions at any time to:
• Reflect changes in our products or services
• Comply with legal or regulatory requirements
• Improve user experience and Platform functionality
Material changes will be communicated to Users via email at least 30 days before taking effect, in compliance with European Regulation P2B. Users who do not accept the modifications may terminate their Account before the changes take effect.
Minor modifications will be published on the Platform with immediate effect.
2.4 Applicable Law and Jurisdiction
These Terms & Conditions are governed by French law and European Union regulations, including GDPR (Regulation EU 2016/679).
Any dispute arising from these Terms & Conditions shall be subject to the exclusive jurisdiction of the French courts, except where mandatory consumer protection laws provide otherwise.
3. ACCOUNT CREATION AND MANAGEMENT
3.1 Registration Requirements
To access certain Platform features, you must create an Account by providing:
• Valid email address
• Full name (for individuals) or company details (for legal entities)
• Billing address
• Payment information
• Any additional information required by applicable law
3.2 Account Security
You are responsible for:
• Maintaining the confidentiality of your login credentials
• All activities conducted through your Account
• Immediately notifying Cellaris of any unauthorized access
Cellaris cannot be held liable for losses resulting from unauthorized use of your Account, unless such use results from a security breach attributable to Cellaris.
3.3 Account Suspension and Termination
Cellaris reserves the right to suspend or terminate any Account that:
• Violates these Terms & Conditions
• Engages in fraudulent activities
• Poses security risks to the Platform or other Users
• Fails to provide required documentation or verification
Users may terminate their Account at any time through their account settings or by contacting customer support. Termination does not affect existing contractual obligations.
4. PLATFORM SERVICES
4.1 Marketplace Services
Cellaris operates a digital marketplace connecting:
• Primary Market: Wine producers selling Grand Primeur® wines directly to buyers
• Secondary Market: Platform users reselling wines to other users
4.2 Role of Cellaris
Cellaris acts as an intermediary platform and is NOT:
• A seller or buyer of wines
• Responsible for wine quality, authenticity, or condition (except for our authentication services)
• A party to transactions between Users
However, Cellaris provides authentication and verification services to ensure transaction security.
4.3 Authentication and Blockchain Technology
All wines sold on the Platform are authenticated and tracked using blockchain technology to ensure:
• Provenance verification
• Ownership history
• Protection against counterfeiting
• Transparent transaction records
5. TRANSACTIONS AND PRICING
5.1 Initial Sales (Primary Market)
For Producers:
• Cellaris facilitates the sale of Grand Primeur® wines
• Commission structure is defined in individual producer agreements
• Payment is processed through our authorized Payment Service Provider (PSP) - stripe.com
For Buyers:
• Grand Primeur® wines are sold as future vintages with estimated delivery dates
• All sales are final once confirmed, subject to applicable consumer protection laws
5.2 Secondary Market Transactions
• Cellaris charges a 10% processing fee on all secondary market transactions
• Sellers receive payment after deduction of applicable fees
• Buyers pay the listed price plus any applicable transaction fees
5.3 Payment Terms
• All payments are processed securely through our PSP partner
• Accepted payment methods: credit/debit cards, bank transfers, and other methods as indicated on the Platform
• Payment must be received in full before order confirmation
• Cellaris does not store payment card details; this is managed by our PCI-DSS compliant PSP
6. DELIVERY
6.1 Delivery
• Timeframes: Delivery occurs upon vintage production and bottling - Estimated delivery dates are provided in good faith but may be subject to factors beyond our control.
• Costs: Delivery costs will be calculated at when delivery’s destination is specified (this information will be asked and required few months before delivery as we will reach out to you).
• International deliveries are subject to customs duties and taxes payable by the Buyer.
6.2 Risk and Title Transfer
• Risk transfers to the Buyer upon delivery
• Title transfers upon full payment settlement
• Wines remain insured by Cellaris or its partners until delivery completion
7. SELLER OBLIGATIONS
7.1 Producer Requirements
Wine producers must provide:
• Valid business registration (KBIS or equivalent)
• Tax identification (VAT number, SIRET)
• Identity verification of legal representatives
• Professional bank account details (RIB)
• Regulatory compliance documentation
• Environmental responsibility certifications (when applicable)
7.2 Product Information
Sellers must provide accurate, complete, and non-misleading information about:
• Wine origin and appellation
• Vintage and production details
• Volume
7.3 Regulatory Compliance
Sellers are solely responsible for:
• Compliance with alcohol sale regulations
• Product safety and quality standards
• Environmental obligations (Extended Producer Responsibility)
• Labeling and packaging requirements
• Tax obligations including excise duties
7.4 Recall and Withdrawal
Sellers must immediately notify Cellaris of any product recall or safety issue and cooperate fully in implementing corrective measures. Costs associated with recalls due to Seller non-compliance are borne by the Seller.
8. BUYER RIGHTS AND OBLIGATIONS
8.1 Age Verification
All Buyers confirm they are of legal drinking age in their country of residence. Cellaris may require age verification before completing orders.
8.2 Prohibited Uses
Buyers must not:
• Resell wines outside the Platform without authorization
• Manipulate prices or engage in market manipulation
• Use the Platform for illegal activities
• Export wines in violation of applicable laws
9. INTELLECTUAL PROPERTY
9.1 Platform Rights
All intellectual property rights in the Platform, including:
• Software and source code
• Design and user interface
• Trademarks (including Grand Primeur®)
• Business methods and processes are owned exclusively by Cellaris or its licensors.
9.2 User Content License
By uploading Content to the Platform, you grant Cellaris a worldwide, non-exclusive, royalty-free license to:
• Display and distribute your Content on the Platform
• Use your Content for marketing and promotional purposes
• Create derivative works for Platform improvement
You retain all ownership rights to your Content.
9.3 Prohibited Content
Users must not upload Content that:
• Infringes intellectual property rights
• Is defamatory, offensive, or illegal
• Contains malware or harmful code
• Violates privacy or data protection laws
10. DATA PROTECTION AND PRIVACY (GDPR COMPLIANCE)
10.1 Data Controller
Cellaris SAS acts as Data Controller for personal data processed through the Platform.
10.2 Data Processing
We collect and process personal data for:
• Account management and authentication
• Order processing and fulfillment
• Payment processing (via PSP)
• Customer support and communication
• Marketing (with consent)
• Legal and regulatory compliance
• Platform security and fraud prevention
10.3 Legal Basis for Processing
• Contract performance (account and order management)
• Legal obligation (tax, alcohol regulations)
• Legitimate interest (fraud prevention, security)
• Consent (marketing communications)
10.4 Data Subject Rights
Under GDPR, you have the right to:
• Access your personal data
• Rectify inaccurate data
• Erase your data ("right to be forgotten")
• Restrict processing
• Data portability
• Object to processing
• Withdraw consent at any time
10.5 Data Retention
• Account data: Retained while account is active + 3 years
• Transaction data: Retained for 10 years (tax obligations)
• Marketing data: Until withdrawal of consent
10.6 Data Sharing
We share data only with:
• Payment Service Provider (PSP) for payment processing
• Professional advisors (legal, accounting)
• Authorities when legally required
We do not sell personal data to third parties.
10.7 International Transfers
Data may be transferred outside the EU only with:
• Adequate protection measures (Standard Contractual Clauses)
• User consent
• Legal safeguards in place
10.8 Data Security
We implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, or destruction.
10.9 Complaints
You have the right to lodge a complaint with the French supervisory authority: CNIL (Commission Nationale de l'Informatique et des Libertés)
11. LIABILITY AND WARRANTIES
11.1 Platform Availability
Cellaris strives to maintain Platform availability but does not guarantee:
• Uninterrupted access
• Error-free operation
• Compatibility with all devices
We may suspend access for maintenance, updates, or security reasons with reasonable notice when possible.
11.2 Wine Quality and Condition
Cellaris is not liable for:
• Natural variation in wine quality or taste
• Deterioration due to improper storage by third parties
• Market value fluctuations
• Wines stored beyond recommended drinking windows
Our authentication services verify provenance and authenticity but do not guarantee taste or quality assessment.
11.3 Third-Party Services
We are not responsible for services provided by:
• Payment Service Providers
• Delivery companies
• Storage facilities
• External wine authentication services (beyond our own)
12. ANTI-MONEY LAUNDERING AND FRAUD PREVENTION
12.1 Compliance Obligations
Cellaris complies with French and EU anti-money laundering (AML) regulations. We reserve the right to:
• Request identity verification and supporting documents
• Verify source of funds for large transactions
• Monitor transactions for suspicious activity
• Report suspicious transactions to competent authorities (TRACFIN in France)
12.2 Transaction Limits
We may impose transaction limits to comply with AML regulations. High-value transactions may require enhanced due diligence.
13. MISCELLANEOUS
13.1 Entire Agreement
These Terms & Conditions, together with our Privacy Policy and any specific service agreements, constitute the entire agreement between Users and Cellaris.
13.2 Severability
If any provision is found invalid or unenforceable, the remaining provisions remain in full effect.
13.3 No Waiver
Failure to enforce any provision does not constitute a waiver of that provision or any other rights.
13.4 Assignment
Users may not assign or transfer their rights under these Terms without Cellaris's written consent. Cellaris may assign its rights and obligations to any third party with 30 days' notice.
14. SPECIFIC PROVISIONS FOR GRAND PRIMEUR® WINES
14.1 Nature of Grand Primeur® Sales
Grand Primeur® wines are sold as future vintages not yet produced. Buyers acknowledge that:
• Delivery occurs upon vintage production (1-10 years from purchase)
• Vintage quality may vary due to climatic conditions
• Estimated delivery dates are indicative and may change
• Full payment is required at purchase
14.2 Risk Allocation
Producer Risks:
• Crop failure or quality issues: Producers must offer refunds or equivalent vintages
• Delayed production: Buyers must be notified with updated delivery estimates
Buyer Risks:
• Market value fluctuations
• Changes in personal circumstances
• Vintage quality variations within normal parameters
14.3 Producer Insolvency
In case of producer insolvency before delivery, Cellaris will use reasonable efforts to:
• Facilitate refunds from available funds
• Transfer orders to successor producers when possible
• Provide transparent communication to affected Buyers
However, Cellaris is not financially liable for producer defaults beyond its role as marketplace intermediary.