The Welinx LTD company operates a platform accessible in Saas mode on the linkioo.io domain (hereinafter the “Platform”), enabling manufacturers (hereinafter the « Manufacturers ») to generate certificates of authenticity for each product sold from their serial numbers, using the system of non-fungible tokens attached to a unique and unforgeable digital identifier (hereinafter the “DLink”), and to create and lead a community of clients purchasing the said products via a dedicated communication channel (hereinafter the “Community”).
The Welinx LTD company also operates a mobile application named “LINKIOO” (hereinafter the “Application”), through which Manufacturers ‘clients (hereinafter the “Clients”) store and access the information contained in the DLink for the products they have purchased, manage their DLink and participate in the various Manufacturers’ Communities to which they belong.
The purpose of these general terms and conditions (hereinafter the "General Terms") is to establish the terms and conditions under which the Welinx LTD provides the Manufacturers and the Clients, the services described hereinafter in these General Terms (hereinafter the “Services”), and to define the rights and obligations of the parties in this context.
For the purposes of these General Terms, the Manufacturers and the Clients, including the members of their staff using the Services, are hereinafter referred to collectively as the “User”. The Welinx LTD company and the Users are hereinafter referred to individually as a “Party” and collectively as the “Parties”. The Platform and the Application are hereinafter referred to collectively as the “Digital environments”.
These General Terms express the entire agreement of the Parties and cancel and replace any prior agreement, letter, offer or other written or oral document having the same purpose. They can be accessed and printed at any time from a direct link on the Platform’s homepage or from the User’s Backoffice.
The Services are operated by the company Welinx LTD, a private company limited by shares under the laws of England and Wales, registered under number 15606100 with the Registrar of Companies for England and Wales, with a capital of GBP 6,000, and whose head office is located at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom (hereinafter the "Provider").
The Provider can be contacted through any of the following channels:
Telephone: N/A
E-mail address: [email protected]
Any User, by opening an account on the Digital environments under the conditions provided for in the Article hereunder "Access to Services", declares he has read and expressly and personally accept these General Terms. The User acknowledges it is expressly engaged by all the provisions of the said General Terms and generally warrants the respect of all their provisions by the members of their staff.
This acceptance can only be full and unequivocal, without modification of any nature whatsoever. Any conditional acceptance will be considered as null and void. Any User who does not accept to be bound by these General Terms must not use the Services or access the Digital environments.
The Platform and the related Services are intended exclusively for professionals, acting during their business, through a natural person who has the legal capacity to contract in the name and on behalf of the legal entity.
The Application and the related Services are accessible to: any natural person who has full legal capacity to enter into commitments under these General Terms. Users who do not have full legal capacity may not access the Application and Services. Any legal entity acting through a natural person who has the legal capacity to contract in the name and on behalf of the legal entity.
The Application and the related Services are intended for use by professionals in the course of their business and by consumers for their own private use.
Any User acknowledges that access to the Services is non-exclusive, the Provider remaining free to provide the Services to any other third-party of its choice on any territory, without limitation of any kind.
All Users are required to open an account with the Provider on the Platform or on the Application depending on whether the User is a Manufacturer or a Client, in accordance with the procedure described below to benefit from all the Services attached to the Platform or the Application (hereinafter the "Account"). The User acknowledges that access to the Services is subject to the prior opening of an Account and that he may solely access the Services corresponding to his status.
The Manufacturer acknowledges and accepts that the opening of its Account is subject to prior annual subscription to the Services by any means deemed useful by the Provider and in particular by subscription to a reseller of the Services (hereinafter the “Subscription”).
Once the Subscription has been taken out, the Manufacturer shall register on the log in page of the Platform to create the main Account from which he will access to the back office and shall manage its use of the Services (hereinafter the “Main Account”). The Main Account shall be opened in the name of the person responsible for administering it, under the sole liability of the Manufacturer (hereinafter the “Main Administrator”).
The Manufacturer acknowledges and accepts that the activation of the Main Account is subject to prior payment of the annual Subscription. Once the payment is received, the Provider shall send the Manufacturer an access code.
When he first connects, the Main Administrator shall:
Then, the Main Administrator’s registration is automatically validated and leads to the opening of a personal Account. The Provider nevertheless reserves the right, in its sole discretion and at any time after registration, to implement any verification process that it deems appropriate, especially concerning the email address of the Main Administrator, his authorization to access the Services, his identity and/or other contact details.
Once the Main Account has been validated, the Main Administrator can change his password at any time, in the ‘Settings’ tab of the Main Account. It is recommended to change the password regularly. He may also transfer the Main Account to any third party of his choice, under his sole responsibility, by modifying the login ID in the ‘Settings” tab of the Main Account.
The opening of the Main Account automatically leads to the opening of a wallet which is linked to the Main Account (hereinafter the “Wallet”). The Main Administrator accesses the Wallet from the back office of the Main Account. The Wallet is opened in the Manufacturer's name and assigned a public unique identification number.
The Manufacturer is informed that a seed phrase is automatically generated when the Wallet is created and stored in encrypted form on the Provider’s servers. This seed phrase enables the Manufacturer to restore his Wallet if needed. This seed phrase shall only be accessed and used by the Main Administrator. The Provider only accesses the encrypted form of the seed phrase and is not able to use the plain form of this seed phrase.
Once the Main Account has been validated, the Main Administrator may authorise one or more members of the Manufacturer’s staff and/or any person authorised to use the Services for the Manufacturer to access the Services, on the Manufacturer’s sole liability (hereinafter the “Authorised Users”). The Main Administrator has the right to open sub-accounts for the Authorised Users (hereinafter the “Sub-Accounts”).
The Main Administrator shall manage the opening of Sub-Accounts directly from the Main Account. The opening procedure is the same as for the opening of the Main Account.
The Authorised User registration is automatically validated and leads to the opening of a personal Sub-Account. Once the Sub-Account has been validated, the Authorised User can change his password at any time, in the ‘Settings’ tab of the Sub-Account. It is recommended to change the password regularly.
The Main Administrator warrants the Provider that the information provided on an Authorised User when opening a Sub-Account is accurate and not misleading. Any Authorised User acknowledges and accepts that the information entered by the Main Administrator to create his Sub-Account is valid proof of his identity.
The Authorised User access to the Wallet from the back office of his Sub-Account.The Authorised User acknowledges that he can’t benefit from his own wallet but can only be attached to the Wallet of the Manufacturer.
The Authorised Users will access the sole information and DLinks of the Main Account to which their Sub-Accounts are linked. The Main Administrator determines from his dashboard the right granted to each Authorised User, who can have the same rights of use than the Administrator or limited right of use of the Services.
Any Administrator shall have the same right to access and use the Services than the Main Administrator.
Any Client wishing to use the Application Services is required to download the Application onto any device such as a digital tablet, mobile phone and/or any other connected object (hereinafter the “Devices”).
When connecting to the Application for the first time, the Client shall:
The Client's registration is automatically validated and leads to the opening of an Account in a form and using the technical means that the Provider deems most appropriate for providing the Services.
The opening of the Account automatically leads to the opening of a wallet which is linked to the Client Account (hereinafter the “Wallet”). The Client accesses the Wallet from the back office of the Account. The Wallet is opened in the Client's name and assigned a public unique identification number.
The Client is informed that a seed phrase is automatically generated when the Account is created and stored in an encrypted form on the Provider’s servers. This seed phrase enables the Client to restore his Wallet if he loses his password or closes his Account.
The User accesses the Services by logging into his Account using the username and password chosen when registering, which he acknowledges and accepts.
All Users guarantee the Provider that the information provided for the registration procedure is accurate and is not misleading in any way. Users agree to inform the Provider without delay of any changes in such information using the contact address indicated in the Article "Operator of the Services" of these General Terms.
The Manufacturer acknowledges and agrees that the Provider’s liability shall not be engaged, for any reason whatsoever, in case the latter is instructed by the Main Administrator or any other Administrator of the Manufacturer to open a Sub-Account for an unauthorised user and/or with false information and/or if the Main Administrator or any other Administrator of the Manufacturer fails to ask the Provider to delete a Sub-Account. Any consequences arising from any of these situations will be the sole responsibility of the Manufacturer.
Users acknowledge and accept that the information they provide for the purposes of creating or updating their Account is proof of their identity and/or the identity of their end User, in the event they are opening an Account for a third party. Any User acknowledges and agrees that the Provider reserves the right, at any time and by any means it deems appropriate, to verify the information entered by the Administrator and/or the User on the registration procedure, and in particular to send the User an email containing a confirmation link which the User must click to confirm the validity of his email.
Only one Account may be created per User. The person whose personal information was provided on the registration form, is considered to be the user of the Services, and this excludes any other third party.
Consequently, Users agree to use the Services themselves personally and agree not to allow any third party to use them on their behalf, including any other User who uses the Services, unless accepting full responsibility for the consequences.
Each User is responsible for keeping their login ID and password confidential and expressly acknowledges that any use of the Services from their Account will be deemed to have been carried out by the User in question. The Provider shall not be held liable for any fraudulent use of the Services or access to an User’s Account by unauthorised third-party accessing the Services using the login and password of an Administrator, an Authorised User or any User.
In the event that a User discovers that his Account was used without his prior knowledge, he undertakes to inform the Provider as quickly as possible, at the address indicated in the Article "Operator of the Services" of these General Terms.
The User undertakes not to monetise, sell, grant, exchange or, more generally, negotiate all or part of the access to the Services, to the Platform servers or the Application, as well as to the information and/or texts, images and other content used by the Provider on the Platform or the Application as part of the use of the Services.
The Services are provided to the Manufacturer for an initial term of one (1) year, renewable by tacit agreement under the same terms and conditions for successive periods of the same duration, unless terminated in advance under the conditions set out in the ‘Termination’ article below (hereinafter the “Period”).
The Services are provided to the Client without limitation of time, for the entire duration of one Account opening period until the date on which it is effectively deleted (hereinafter the “Period”).
Users have access to the following Services in a format and according to the technical means that the Provider deems the most appropriate. The User acknowledges and accepts that, depending on his status, he will not have access to the same Services, as detailed below.
The User has access to a personal dashboard from which he can access all the features and tabs of the Platform that he is authorised to use by an Administrator and manages his use of the Services.
Users who wish to modify their access authorisations to the Services shall refer exclusively to an Administrator, who is the only person competent to do so. They acknowledge that the Provider has no control whatsoever over the granting of said authorisations and that the Provider shall not be held liable for the scope of the access authorisations given by an Administrator to a User.
The Provider provides the User with a product creation module.
The User shall fill in a form with all information relating to a product marketed by the Manufacturer and required to create a smart contract, as well as the data and information that he wishes to make accessible to the Clients and to upload all the useful commercial documentation. The User is solely responsible for providing complete, accurate, up-to-date and verified information on the product.
The form is submitted to the Provider for validation. The User acknowledges that validation only involves checking that the information required to create the smart contract has been entered. The Provider does not under any circumstances check the accuracy of the said information. The User also acknowledges that the Provider does not verify the legality of the marketing of the products. It is the sole responsibility of the Manufacturer to verify the regulations applicable in the territory to which it delivers the products.
Once the form is validated, the Manufacturer shall at any time request for the association of a DLink with the product. The Manufacturer shall have purchased the DLink beforehand. The Manufacturer may purchase sets of DLink for a ready-to-use reserve at any time, under conditions set out below in article “Financial conditions” and use the DLink when needed to be associated with a product.
The Manufacturer acknowledges that when a DLink is linked to a product, this is an irrevocable operation. The User acknowledges that the DLink is generated under the Manufacturer’s instructions, solely on the basis of the information that he has provided, and that the Provider shall not be held liable for any incorrect or false information or documentation included in the DLink.
The User acknowledges that generation of the DLink is subject to prior payment of the attached fees.
The User acknowledges that once attached to a product, a DLink cannot be modified or deleted.
The Provider provides the User with a database of products registered on the Platform, in the Main Account or the Sub-Accounts of the Manufacturer, classified by date, name, category or type of licence, or status, at the Provider's discretion.
Users can search for a product directly in this database and access all the information relating to the product, the associated DLink, as well as the associated documentation and/or the related campaigns.
Users acknowledge that a DLink may be invalidated or deleted by a Client as mentioned below. The User is not able to do so. In this situation, the status “delete” or “invalid” will appear on the product sheet.
Users may, if authorised by the Administrator to do so, create communities enabling the Manufacturer to provide Clients with a channel for exchanges on the Manufacturer’s products between Clients and between Clients and the Manufacturer (hereinafter the “Community”). The User acknowledges that the Community shall focus on the products managed via the Platform, to the exclusion of any other matter.
The Provider undertakes to open a communication channel dedicated to one Community accessible from the Digital Environments. The communication channel takes the form of a shared chat room where everyone can post messages and share written content. The User acknowledges that he is not authorised to enter directly in relation to a Client, except for the purpose detailed in article “Customer service” and shall only take part in the general chat conversation.
A User who is a member of a Community may make comments in response to discussions between members of the Community and/or post content of any kind (written, video, audio, graphic, statistical, etc.) relating to the Manufacturer’s products. The User acknowledges and accepts that the Provider acts as the host for the content posted on the Community channels and that it exercises no control whatsoever over said content.
Users may open as many Communities as he wishes, without any restrictions whatsoever. Each community is open to all Clients who wish to join. Each Community is administered by an User appointed by the Main Administrator, who manages the Community and moderates the exchanges.
The User in charge of the management of a Community undertakes to moderate discussions on the Community channel and to take any measures it deems necessary in the event of complaints of abuse from a Client and/or if it identifies abusive content contrary to the provisions of article “User commitments”. In particular, it may exclude a user from the communication channel temporarily or permanently. He alone assumes all responsibility arising from his actions and decisions.
The Provider provides all Users with an exhaustive list of Communities created on behalf of the Manufacturer. This list is organised chronologically and thematically. The User may use the ‘Search’ function to find a Community by keyword and access all the information relating to this Community, such as the statistics, the campaigns distributed to its members, the active or banned members, etc. The Provider alone decides on the most appropriate form and technical means of providing this Service.
The Provider shall provide the User a chat module enabling him to communicate with a Client to provide follow-up, assistance and management of any difficulties encountered by the Client in using the product purchased and/or the attached DLink.
The User alone determines the conditions of use of this module, as well as the frequency and nature of the assistance he wishes to provide to the Clients. He acknowledges that the Provider is in no way involved in the provision of assistance to the Client and exercise no control whatsoever over their conversations. The User alone assumes the responsibility arising from the exchanges with the Client.
The Provider provides the User with different modules enabling him to create communication and marketing campaigns, to determine the conditions for distributing them to members of the Communities he identifies as relevant and to monitor them.
The User shall fill in a form with all information relating to a campaign as the selection of the product concerned by the campaign, the name, the type of message to be broadcast and the broadcast period, the communities to which it is to be broadcast and import the documents relating to the campaign. The User is solely responsible for providing complete, accurate, up-to-date and verified information on the campaign.
The validation of the campaign by the User leads to its automatic creation and distribution to the targeted Communities. The User acknowledges that the Provider does not verify the accuracy of the campaign or its legality, which is the responsibility of the sole User.
The User acknowledges and accepts that the Provider in no way guarantees the accuracy of the results generated by a campaign, nor their compliance with legal provisions. The User acknowledges and accepts that it is his sole responsibility to check that the results generated by the campaign comply with his own expectations and needs, as well as the relevance of the information communicated, prior to any possible use. The User remains solely and exclusively responsible for the use of the information and results obtained from the Campaign.
The Provider provides all Users with an exhaustive list of past and ongoing campaigns created on behalf of the Manufacturer. This list is organised chronologically and thematically. The User may use the ‘Search’ function to find a campaign by keyword and access all the information relating to this campaign. The Provider alone decides on the most appropriate form and technical means of providing this Service.
The User has access to statistics relating to the Services he can access, and in particular statistics relating to the distribution of information campaigns, the number of DLinks owners in a community, etc. The Provider alone determines the indicators used to generate the statistics, as well as the themes chosen for observation. The User is informed that the statistics are prepared on the basis of all available information on all Sub-Accounts attached to the Main Account.
The Provider reserves the right to generate statistical data using a third-party service provider or itself, at its discretion, which the User acknowledges and accepts.
The User is free to use the statistics for the Manufacturer's internal business purposes. The User acknowledges and accepts that the statistics are drawn up solely on the basis of the information available on the Platform and are for information purposes only. The Provider gives no guarantee whatsoever concerning the statistics and in particular as to their completeness and/or accuracy. The User and through him the Manufacturer remains solely responsible for any interpretation and/or use made of said statistics and in particular for the implementation of any decision taken on the basis of these statistics.
All Users have access to a dashboard from which they can access all the features and tabs of the Application, the history of recent transactions and/or actions carried out via the Application, message notification, the Account management module and widget for direct access to certain operations. The dashboard constitutes the welcome screen.
The Provider provides the Client with a database of the products he owns and the DLinks attached to the said products, classified by date of acquisition, name of the Manufacturer or name of the product, at the Provider's discretion.
The Client can search for a product directly in this database and access all the information relating to the product, the associated DLink, as well as the associated documentation and/or the transfer DLink history for each product. The Client acknowledges that he shall only access to information and documentation provided by the Manufacturer when it has generated the DLink, as mentioned above.
The Client acknowledges that the Provider shall not be held liable for any incorrect or false information or documentation included in the DLink and/or the legality of the DLink or the legality of marketing the products by the Manufacturer.
The Provider also provides a module to check the validity of a DLink and its status, as well as a module for reporting the loss or theft of the product to which a DLink is linked. The DLink will be indicated as invalid and may no longer be the subject of any operation of any kind, including transfer to another Client. The Client acknowledged that the DLink shall be indicated as valid again if the Client reports to have the product back. Nevertheless, the invalidation is irreversible in case the Client reports the product has been destroyed.
The DLink will be indicated as invalid in the Client's list as well as in the Manufacturer’s list. The Provider shall not be held liable neither by the Client or the Manufacturer in case of invalidation of a DLink following a valid declaration of theft or loss by the Client on the Application.
If a DLink is declared invalid, it nevertheless remains the property of the Client and is registered in his Wallet. By way of exception, if a product is recalled by the Manufacturer, ownership of the DLink is automatically transferred to the Manufacturer.
The Client has also the ability to delete a DLink. He acknowledges that the deletion of a DLink is an irreversible operation. The DLink will be indicated as deleted in the Client's list as well as in the Manufacturer’s list. The Provider shall not be held liable neither by the Client or the Manufacturer in case of deletion of a DLink following a valid instruction by the Client on the Application.
The Provider provides the Client with a management module which allows the Client to add to his Wallet, send to other Clients or receive DLinks and add them to his Wallet. The Client is solely responsible for verifying the identity of the person sending or receiving the DLink. The Provider exercises no control on the conditions of the operation and shall not be held liable for receiving or sending a DLink to the wrong third party. The Client acknowledges and accepts that receipt of a DLink is subject to payment of the price of the operation under the conditions set out below in the article “Financial conditions”.
The Client may register in all the Communities opened by a Manufacturer under the above conditions and relating to a product for which he holds a DLink. He doesn’t have the possibility of creating a new Community by himself.
The Client acknowledges that the Community shall focus on the products concerned by the said Community, to the exclusion of any other matter. The Client may make comments in response to discussions between members of the Community and/or post content of any kind (written, video, audio, graphic, statistical, etc.) relating to the Manufacturer’s products. The Client acknowledges and accepts that the Provider acts as the host for the content posted on the Community channels and that it exercises no control whatsoever over said content.
The Client is informed that each Community is administered by an User appointed by the Manufacturer, who manages the Community and moderates the exchanges. This User supervises the moderation of discussions on the Community channel and takes all measures he deems necessary in the event of complaints of abuse by a Client and/or if he identifies abusive content contrary to the provisions of article “User commitments”. The Client acknowledges that the User who manages the Community may exclude an User from the communication channel temporarily or permanently and that he alone assumes all responsibility arising from his actions and decisions.
The Provider provides the Client with an exhaustive list of Communities in which he is involved. This list is organised chronologically and thematically. The Client may use the ‘Search’ function to find a Community by keyword and access all the information relating to this Community. The Provider alone decides on the most appropriate form and technical means of providing this Service.
The Client shall also access a chat module enabling him to communicate with a Manufacturer who provides follow-up, assistance and management of any difficulties encountered by the Client in using the product purchased and/or the attached DLink. The Client shall access the open tickets currently being processed and the history of resolved and closed tickets.
The Client acknowledges that the Manufacturer alone determines the conditions of use of this module, as well as the frequency and nature of the assistance he wishes to provide to the Clients. The Client acknowledges that the Provider is in no way involved in the provision of this service by the Manufacturer and exercises no control whatsoever over their conversations.
The Client acknowledges that by subscribing to a Community, he agrees to receive marketing campaigns developed by the Manufacturer in relation to the product concerned. The Provider provides him with a campaign management module enabling him to determine the number of campaigns he agrees to receive per Community, save a campaign to keep it and consult the campaign description sheets.
The Client is informed that the Manufacturer may grant rewards if the Client opens a campaign page, accesses the links on the campaign page or when the exposure time is reached. The Client is informed that the Manufacturer alone defines the conditions for granting a reward and the number of rewards granted. The rewards have a virtual value expressed in cryptocurrency as mentioned on the Application. The Client can keep his rewards or transfer them to his Wallet.
The Provider reserves the right to propose any other Service that it deems appropriate, in a format and according to the technical means that it also deems the most appropriate for providing such Service.
Access to the Account on the Application is provided for free to all Clients.
Access to the Account on the Platform for the Manufacturer and its Authorised Users is subject to prior payment of the annual Subscription on the anniversary date. The Manufacturer acknowledges and accepts that the Subscription is taken out with an authorised reseller of the Provider. As a result, payment for the Subscription must be made directly to the reseller, in accordance with the conditions agreed with the latter. The Manufacturer acknowledges and accepts that the reseller will inform the provider that payment has been made correctly, on the Subscription date or renewal date, prior to provision of the Services.
The Manufacturer acknowledges that each creation of DLinks or a marketing campaign is subject to payment of the price corresponding to one operation and indicated on the Platform at the time the operation is carried out. The payment is made directly to the Provider.
For each operation, the Provider undertakes to provide the Manufacturer with a detailed quote directly in the Account of the User who initiated the operation. The order is confirmed by acceptance of the quote by the User. The confirmation of the order implies agreement on the price. The Manufacturer acknowledges that any order placed by an Authorised User is presumed to have been validly authorised by the Manufacturer and is irreversibly binding on the Manufacturer.
The Client acknowledges that the reception of DLinks is subject to payment of the price corresponding to the operation and indicated on the Application at the time the operation is carried out.
All prices are quoted in fiat currency as mentioned on the Platform or on the Application at the date of acceptance. The provider alone decides on the currency in which Services are marketed.
The price of the abovementioned Services is due in full on the date of acceptance of the quote for the Manufacturer or the date of confirmation of the receipt of the DLink for the Client. The sums paid by the Manufacturer or the Client for the Services are non-refundable.
The Provider reserves the right, at its own discretion and on terms to be determined by it alone, to offer promotional offers or price reductions. The prices of chargeable Services may be revised by the Provider at any time, at its own discretion. The applicable price is that indicated on the Digital Environment when the order is confirmed by the User.
The Provider will make an invoice available at the date of payment of the price, in the User Account. The fee is payable without delay before the provision of the Service. The User shall pay in the fiat currency indicated on the Digital Environments by direct debit for the Manufacturer and by credit card exclusively for the Client, via the payment service provider chosen by the Provider and indicated on the Platform or the Application. The User acknowledges that the Provider does not accept any other payment method or currency.
The User in charge of the payment guarantees the Provider that he has the necessary authorisations to proceed with payment of the fee.
The Provider undertakes to ensure, in terms of an obligation of means, the hosting of the Accounts and the data stored by a User on the Platform or on the Application, in accordance with the practices of the profession and industry standards, on its own servers or those of a professional hosting provider, the latter also carrying out its activity in accordance with the practices of the profession and industry standards.
In this context, the Provider undertakes to provide the User with sufficient storage and processing capacity for the Services.
The Provider undertakes to implement all technical means necessary, in compliance with industry standards, to ensure the security of and access to the Services. The Provider also undertakes to take all necessary precautions, with regard to the nature of the data and the risks involved in the automated data processing used for the Services, in order to protect the data, and in particular, prevent the data from being distorted, damaged or accessed by any unauthorised third parties.
The Provider guarantees the User that all data stored on the Platform under the Services are hosted on servers located in the European Union. The Provider undertakes to inform the User, by any written means, of any change in the location of the servers, at least one (1) month before the effective change in the location of the servers.
The Provider undertakes to make its best efforts to ensure the permanence, continuity and quality of access to the Services throughout the duration of registration to the Services.
The Provider shall make its best efforts to maintain a 24/7 access to the Platform and guarantees the availability of the Services at 98% over a month, calculated as the number of seconds of availability of the Services divided by the number of seconds in a year, excluding scheduled maintenance hours, force majeure and/or interruptions of the Services due to a third party.
Furthermore, given the complexity of the Internet, the unequal capacity of the various sub-networks, the heavy influx of Internet users at certain times of the day, the various bottlenecks over which the Provider has no control, the Provider’s responsibility will be limited to the operation of its servers, the outer limits of which are constituted by its points of connection.
The Provider cannot be held responsible for (i) the speed of access to its servers, (ii) slowdowns that are external to its servers, or (iii) poor data transfers due to a failure or malfunction of these networks.
If it is necessary, the Provider reserves the right to limit or suspend access to the Platform or the Application to perform maintenance operations and/or implement developmental improvements. The Provider shall use its best efforts to ensure that such operations do not result in an interruption of the Services for more than four (4) hours and, to the extent possible, occur on weekday from 1.30pm to 2.30pm, London time, United-Kingdom when it comes to the usual maintenance of the Digital Environments or outside business time, London time, United-Kingdom when it comes to more complex operations.
The Provider shall inform the User of the scheduling of such information by any means deemed useful, including notification on the Digital Environment at least twenty-four (24) hours in advance only for complex maintenance operations. The User declares to be informed that maintenance operations may block or slow down the access to the Services during the weekly time slot reserved for the usual maintenance as described above.
As part of these maintenance and/or development operations, the Provider undertakes to make its best efforts to create backups of the content stored in the Users' Accounts.
Users acknowledge and accept that this Service Level Guarantee does not cover every breakdown or disruption of Services that could be attributed to telecom operators or Internet or mobile web service providers or to poor internet coverage or saturation of internet access relating to the location of an event.
In any event, it is expressly agreed between the Parties that the breach of any of the undertakings provided for in this article shall in no case be sanctioned by the breach of the present General Terms and the Provider’s liability shall be limited under the conditions provided for hereinafter in the article "Liability”.
The systems, software, platform, APIs, software components, structures, infrastructures, databases, data, codes, algorithms and content of any nature (text, images, graphics, visuals, logos, trademarks, databases, etc.) published and operated by the Provider on the Platform and/or the Application, as well as the Platform and the Application themselves, Services are the full and complete property of the Provider, whether they are or not protected by an intellectual property title.
These General Terms do not confer on the User, any property rights whatsoever, and in particular intellectual or industrial property rights, on the Platform and/or the Application, the Services and/or the contents of the Provider as detailed above, which remain the full and complete property of the Provider. Users only have a simple licence to use the Platform and/or the Application and the Services, under the conditions detailed in this document.
The Provider grants the User a non-exclusive, personal and non-sublicensable (except to its Authorised Users), non-transferable and revocable right to use the Platform and/or the Application and the related Services, for the whole world and the whole duration of the Subscription for the Manufacturer or during the period the Account is open on the Application for the Client. The licence is granted against the payment of the fees as set forth in article “Financial conditions” and strictly limited to the use of the Platform or the Application for the sole purpose of the provision of the Services.
The User expressly agrees not to make any other use of the Platform, the Application and the Services, and in particular the User undertakes not to commit any act that may affect the Provider's property rights and in particular its intellectual property rights in the Platform, Application, APIs, Database, Services and the Provider’s Content, in whole or in part, whether by reproduction, representation or by adaptation, modification or transformation. Any use and/or access not authorised by the Provider under the present terms and/or not complying with the provisions of the French Intellectual Property Code is unlawful and will give rise to legal proceedings, in particular on the grounds of infringement. In particular, any dismantling, decompilation, deciphering, extracting, reusing, copying and generally any reproduction, representation, publishing or use of all or part of any of these items, without the authorization of the Company is strictly forbidden and could incur legal proceedings.
Any User shall be responsible for ensuring compliance with this licence terms and conditions granted on the Platform or the Application by its Authorised Users and shall be responsible towards the Provider for any breach to these General Terms.
Without prejudice to any other obligations stipulated herein, Users agree to respect the following obligations.
Moreover, the User expressly undertakes not to enter any comments or opinions about the Provider or any other Users in the space dedicated to this purpose on the Platform or the Application which may be contrary to public order, morality or the rights of third parties. In particular, the User undertakes not to disseminate any information that is prejudicial to the image of a third party, that is untruthful, misleading, inappropriate, defamatory, insulting, violent, racist, xenophobic and, more generally, that is likely to infringe the rights of third parties or to be prejudicial to third parties, in any way and in any form whatsoever.
The User is also solely responsible for the content that it communicates to the Provider and/or other Users as part of the Services. He guarantees the Provider that he has all the rights and authorisations required to distribute this content. He undertakes to ensure that the content is lawful, does not infringe public order, public decency or the rights of third parties, does not contravene any legislative or regulatory provision and, more generally, is in no way likely to give rise to civil or criminal liability on the part of the Provider.
The User guarantees the Provider against any complaint, claim and/or action by one or more other Users and/or any third party claiming that the opinions and/or comments left on the dedicate space on the Platform or the Application constitute a violation of its rights, whatever they may be, and in particular its rights to image and to the protection of privacy. Consequently, the User undertakes to compensate the Provider for any loss it may suffer and to bear all damages, costs, charges and expenses to which the Provider may be ordered, or which may be provided for in a settlement agreement signed by the Provider after obtaining the User's prior agreement.
The Manufacturer guarantees the Provider in the same manner for any complaint, claim and/or action against the Administrator and/or an Authorised User.
More specifically, the Manufacturer undertakes to use the Services to only associate DLinks with products that are lawful to sell to the Clients. In this respect, it undertakes to comply with the regulations in force concerning the sale of products to private or professional customers and to comply with any national or foreign legislation applicable to the sale of the said products in the territory where the products are delivered to the Client.
The Manufacturer acknowledges that the following are prohibited from sale:
Any Client may unsubscribe from the Services at any time and terminate these General Terms, without having to justify their decision, provided that they notify the Provider by any means deemed useful and in particular by using the button provided for this purpose in their Account. Cancellation will take immediate effect.
The Manufacturer, through the Administrator Account, may terminate these General Terms, without having to give any reason, at the end of the initial Period or each Renewal Period, provided that it notifies the Provider by using the button provided for this purpose in his Account a at least thirty (30) days before the end of the on-going Period.
In the event of failure by one of the Parties to fulfil any of its obligations under these General Terms that cannot be remedied, these General Terms may be terminated immediately and ipso jure by the other Party without prejudice to any damages to which it may be entitled because of this failure nor to any penalties that may be due. Termination of these General Terms shall come into effect from the moment the Party in breach has been presented with an email notifying the latter of the termination, without any further judicial or extra-judicial formality being required.
In the event of failure by one of the Parties to fulfil any of its obligations and for which this non-compliance has not been rectified within thirty (30) calendar days following receipt of a formal notice to remedy such non-compliance, these General Terms may be immediately and fully terminated by the other Party, without prejudice to any damages to which the latter may be entitled because of this non-compliance nor to any compensation that may possibly be due.
The termination shall be effective on the day following the expiration of the aforementioned thirty (30) calendar-day period, without the need for any other judicial or extrajudicial formality.
It is also agreed between the Parties that the termination for any reason whatsoever, shall not affect the obligations of guarantees or responsibilities that the Parties are bound to under General Terms, which remain in force for their respective terms.
In the event of termination for failure by the Manufacturer to fulfil its obligations, the latter acknowledges and agrees that the sums paid or remaining due under these General Terms for the on-going Subscription up to the termination date shall be forfeited to the Provider and that any refund of the said sums will not be possible.
In the event of termination for failure by the Provider to fulfil its obligations, it is expressly agreed between the Parties that the amounts paid under these General Terms at the date of termination shall be forfeited to the Provider and that any refund of the said sums will not be possible.
Users acknowledge and accept that the termination of the Services, for any reason whatsoever, entails the immediate deactivation of the User's Account, which causes the immediate locking of the User’s Account.
Users hereby acknowledge and accept that they are responsible for retrieving their data stored in their Account onto whatever medium and in whatever format they choose. The User shall export the DLink from his Wallet to another wallet.
Users expressly acknowledge that the Provider cannot ever be held liable for any loss or alteration of the information stored in a User’s Account, which occurred after the deletion of the Account, for whatever reason, and in particular further to maintenance and/or an update of the Platform and/or the Application.
It is strictly prohibited to use the Services to the following ends:
Users are strictly prohibited from copying and/or using for their own purposes or those of a third party, the concept, technology or any other component of the Platform and/or the Application.
The following is also strictly prohibited: (i) any behaviour that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into the Provider's IT systems, (iii) any hijacking of the Platform's or Application’s system resources, (iv) any acts that would place a disproportionate load on the Platform's or the Application’s infrastructure, (v) any attempts to breach the Platform's or the Application’s security and authentication structures, (vi) any acts that could infringe on the rights or financial, commercial or moral interests of the Provider and finally, generally, (vii) any breach of these General Terms.
In the event of a breach of any of the provisions of these General Terms, or more generally, any violation of any local policy or laws by a User, the Provider reserves the right:
If a User breaches an essential obligation arising from these General Terms, or is repeatedly in breach of the latter, the Provider reserves the right to terminate that User's access to all or part of the Services, effective immediately, by email notification. Termination will take immediate and full effect on the date the Provider sends the User in question written notification, by way of application of this clause. This automatically, and without prior formal notice, brings about the deletion of the User's Account without prejudice to the other consequences potentially incurred through the application of these General Terms.
The Provider undertakes to provide the Services diligently and in accordance with the state of the art, it being specified that it has an obligation of means, to the exclusion of any obligation of result, which the Users expressly acknowledge and accept.
The Client and the Manufacturer acknowledge that the Provider's involvement is limited to the provision of the Services described in the ‘Description of Services’ article, to the exclusion of any other service. The Provider has no knowledge of the data, contents or information used or transferred by the Users in the context of these General Terms, and the Provider does not perform any moderation, selection, verification or control of any kind over such data, contents or information, and only acts as a hosting provider for the time necessary to perform the Services. The Provider acts as an intermediary for all operations between two Users, in that it provides Users with tools and technical means allowing them to enter into relationships via the Digital Environments. The Provider's responsibility is limited to the supply of these means. Consequently, the Provider shall not be held responsible for the said User data, contents or information and/or for the operations between two Users.
Moreover, the User acknowledges and accepts that he is solely responsible for the use it makes of the Services under these General Terms, for their interpretation and for their exploitation.
It is also the User's responsibility to take all appropriate measures to protect their own data and/or computer from contamination by any viruses circulating on the Internet.
Furthermore, the Provider does not guarantee the User that:
Subject to these reservations, the Provider may be held liable under the conditions of common law only for direct damage suffered by the User, resulting from a breach of its contractual obligations as defined herein. The User hereby waives its right to claim compensation from the Provider for any indirect damage, including but not limited to loss of profit, loss of opportunity, commercial or financial loss, increase in overheads or losses arising from or as a consequence of the performance of these General Terms.
In any event, as an essential and determining condition of these General Terms, if the Provider’s liability were incurred, the total amount of damages that the Provider could be required to pay to the Manufacturer shall be limited to the amounts actually paid by the Manufacturer for the provision of the Services at the origin of the damages.
The User expressly acknowledges and accepts that:
Each Party guarantees the other that it has taken out the requisite insurance policies to insure and guarantee the consequences of its professional civil liability in the event of it being incurred, to cover the pecuniary consequences of the damage for which it would be liable.
Each of the Parties undertakes to maintain these insurance policies for the entire period of performance of the Services. Each Party undertakes to produce the corresponding insurance certificates at the first request of the other Party.
Any modification, suspension, or termination of the insurance policies by either of the Parties must be brought to the attention of the other Party, without delay, by sending a registered letter with acknowledgement of receipt to the address of the other Party as indicated in article “Notification”.
In providing the Services, the Provider may collect and process the User's personal data. The Provider declares that it applies a personal data protection policy, the characteristics of which are set out in the document entitled ‘Personal Data Protection Policy’, which is accessible on the Platform's home page or in the Application and which the User is expressly invited to read. In particular, the Provider declares that it complies with all legal and regulatory obligations relating to the protection of personal data, in particular in order to guarantee the security and confidentiality of data collected and processed on its own behalf as data controller.
Pursuant to these General Terms, Users are informed that no personal data, except the User’s pseudo, will be communicated to other Users by the Provider, for any reason whatsoever, in connection with the provision of the Services. The User acknowledges that the pseudonym chosen when creating his Account will be made visible to other Users when using the Services.
The Manufacturer may collect and process directly personal data form the Clients as part of its use of chat modules. The Manufacturer acts as data controller in this situation and it declares that it complies with all legal and regulatory obligations relating to the protection of personal data, in particular in order to guarantee the security and confidentiality of data collected and processed on its onw behalf.
The Provider is in no way responsible for any processing of personal data carried out by an User in the course of that Manufacturer's activities and to which the Provider is totally unrelated.
The Provider may process personal data for the Manufacturer in order to provide the Services. The Manufacturer acknowledges and agrees that the Provider acts solely as a subcontractor and that it alone assumes all the obligations incumbent upon it as a data controller.
Within the framework of their contractual relations, the Parties undertake to comply with the regulations in force applicable to the processing of personal data and in particular with the European Data Protection Regulation n°2016/679 of 27 April 2016. In this respect, they undertake to respect the subcontracting clauses attached to this document and available here
The Provider reserves the right to insert, on any page of the Digital environments and in any communication to the User, any advertising or promotional messages in a form and under conditions to be determined by the Provider alone.
Each Party has sole ownership of its names, trademarks, logos, signs and artwork.
Each Party undertakes to respect the intellectual property rights of the other Party regarding these distinctive signs, for any purpose whatsoever and by any means whatsoever, and will refrain from using any analogy to them and/or creating any confusion in the minds of the public in this respect, for any purpose or in any manner whatsoever, and each of the Parties undertakes not to:
These General Terms will not, therefore, imply any assignment of the intellectual property rights held by each Party over its brand-distinguishing signs to the benefit of the other Party and/or the Users, which each Party hereby expressly acknowledges.
The Parties mutually authorise each other based on a non-transferrable, non-sublicensable, non-exclusive, royalty free and revocable right to use the name, trademark, logo and references of the other Party as commercial references, on any medium and in any form whatsoever, for the duration of the present agreement and for three (3) years following the end of relations between the Parties.
The Provider can in no way be held liable for the technical availability or unavailability of Internet sites run by third parties (including its potential partners) that Users may access through links on the Digital environments. The Provider shall not assume any liability for content, advertisements, products and/or services available on such third-party sites and Users are reminded that these sites are governed by their own terms and conditions of use.
The Provider will not be held liable for any transactions conducted between Users and any advertisers, professionals or salespersons (including its potential partners) to whom Users may be oriented through the Digital environments and will not take part in any disputes whatsoever with these third parties, particularly concerning the delivery of products and/or services, guarantees, declarations or any other obligations whatsoever to which these thirds parties may be bound.
Each User is formally prohibited from denigrating the Services, the Platform, the Application and/or the Provider, the member’s of its staff or corporate officer and its activities, and more generally from making any declarations, carrying out any acts, issuing any communications, internal or external that will or are likely to harm the image, reputation or activities of the Provider.
The Users acknowledge and accept that the Provider remains free to entrust the performance of all or part of the Services to one of its foreign subsidiaries or affiliated entities and/or to aby third-party partner of Provider’s choice. They accept that the Provider alone determines the subcontractors to whom it entrusts the performance of the Services, in particular according to the competences of the said subcontractors and/or the territory in which the subcontractor operates. The Provider shall remain fully responsible for the Services provided by any of its subcontractors and for their compliance with these General Terms.
As between the Parties, the User shall be responsible for payment of sales, use and other taxes or governmental charges arising directly from its use of the Services.
If either of the Parties fails to exercise any of their rights or powers pursuant to the provisions of these General Terms, or exercises such rights or powers late, this will not be interpreted as a waiver of all or part of these rights or powers, and any unique or partial exercising of any right or power will not prevent subsequent implementation of such right or power.
The Provider will not be held liable to Users if the former's fulfilment of its obligations is delayed, curtailed, or prevented due to any circumstances of force majeure. Cases of force majeure are those generally recognised as such by jurisprudence and the French courts.
It is agreed between the Parties that acts of God or acts of government, strikes by personnel and all other social movements, wars, riots and any other popular movements, administrative quarantine measures, embargoes and any other restrictive measures affecting the freedom to do business, computer viruses, attacks or any act causing the paralysis of the Internet or blocking the use of computer equipment and resources, outside the reasonable control of the Parties and affecting the performance of the Services shall be understood to be force majeure in their nature. An event of force majeure will initially suspend operation of the Services for a period that will not exceed three (3) months. If the case of force majeure should continue for a period longer than this period, the Parties may terminate these General Terms ipso jure, without any judicial formality being required, without notice and without any claim to compensation of any type whatsoever, by sending a registered letter with acknowledgement of receipt having immediate effect.
Should any provision of these General Terms be deemed invalid or inapplicable due to a law or a regulation, or following a final judgement delivered by a competent jurisdiction, solely the provision in question shall be deemed invalid or inapplicable, and the other provisions will remain in full effect and retain their full scope.
No part of these General Terms shall constitute or be deemed to constitute an exclusive agreement between the Parties. Nothing in these General Terms shall be construed as creating between the Parties a partnership, joint-venture, agency, subsidiary, or association. Neither Party shall be liable for any debts or other liabilities of the other Party, its agents, or employees.
Neither Party is authorized to incur debts or other obligations of any kind on the part of or as agent for the other. Each party remain solely responsible for its acts, allegations, commitments, services, staff, products and data. Neither Party can render the other Party liable in any manner whatsoever for its acts, allegations, commitments, services, staff, products, or data.
The Provider reserves the right to amend these General Terms at any time. The Company reserves the right to amend and/or cease to provide all or part of the Services, at its sole discretion.
The Users will be informed of any amendments through all pertinent channels, an in particular by a pop-up window on the Digital environments or by email, at least forty-eight hours before their entry into effect. The amended General Terms shall immediately apply to any new Subscription of Services or on the renewal date of any current Subscription.
Any User who does not accept the amended General Terms must notify the Provider, through any pertinent channels, before the entry into effect of such amended General Terms. Any User who uses the Services after the entry into effect of the amended General Terms will be deemed to have accepted these amendments and to which they shall be fully bound.
The Parties agree that these General Terms may not be assigned or transferred, in whole or in part, in any form whatsoever, by one of the Parties to any third-party, without the prior written agreement of the other Party. By way of exception, the Provider may assign all or part of these General Terms in any form whatsoever to any subsidiary or to any other legal entity that takes its place because of a change in control due to fundraising, a merger, demerger, partial transfer of assets or other equivalent transaction. The transfer will be effective by simple notification to the User by registered letter with acknowledgment of receipts.
Unless otherwise provided for, all notifications to either Party, under the conditions of those General Conditions, shall be made by registered letter with acknowledgement of receipt or by email. In the event of a change of address, each Party undertakes to inform the other Parties by registered letter with acknowledgement of receipt or by email as quickly as possible. Failing this, any mail sent to the address indicated in the article “Operator of the Services” shall be considered as having been legitimately received.
The User acknowledges that the recordings and backups (including any data connection) will have full probative value between the Parties and that they will be binding between them in the event of a claim or litigation.
These General Terms are in the English language only, which language shall be controlling in all respects. Should these General Terms be translated in any other language, its English version shall only be binding on the Parties. In addition, all communication between the Parties related to the performance of these General Terms must be made in English, except as otherwise expressly agreed between the Parties.
These General Terms shall be governed by United Kingdom law.
Should any dispute between the Parties arise from the validity, interpretation and/or enforcement of these General Terms and the obligations of the Parties for whatever reason or in connection with these General Terms, the Parties hereby agree all dispute will fall under the jurisdiction of the courts of Paris, France, save conflicting mandatory rules of practice.
When the User is a consumer under the law of an European country, he/she may refer the matter either to one of the courts with territorial jurisdiction under the Local Code of Civil Procedure, or to the court for the place where he/she was living when the contract was concluded or when the harmful event occurred.
These General Terms became effective on 13.06.2024.