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These terms and conditions apply to contracts for Services entered into between Weloop and its Client.
The description of the Services contracted between Weloop and the Client is detailed in the contract.
For the understanding and interpretation of the terms contained in the GCU, and its appendices, whether used in the singular or plural, the Parties agree to refer to the following definitions:
« Subscription » refers to the period of subscription by the Client to the Services.
« Administrator » refers to any user with access to the Back Office.
« Customer Application » refers to the application, software, package, website or other element of the Customer's Information system which is intended to collect the Widget.
« Back Office » refers to all the Services' web applications enabling the Customer to directly administer and configure them (creation of projects, management of user requests, various modules such as the NPS, graphic customization of the Widget, access to resources and to the technical configuration of the Services, management of User accounts, management of Administrator accounts, etc. ....)”.
« Terms of use » has the meaning given to it in the preamble hereto.
« Content » refers to all messages, feedback and contributions exchanged by and between Users, as well as, in general, information made available to or by the Customer in connection with the use of the Services.
« Quotation » means the commercial offer issued by WeLoop and accepted by the Customer at the same time as the signature of the GCU. “Contract” refers to the contractual framework between WeLoop and the Customer, including the GCU and all appendices
“Contract” refers to the contractual framework between WeLoop and the Customer, including the GCU and all appendices.
“Documentation” means all documents and information sent by WeLoop to the Customer (in particular via its website) describing all Services and their conditions of use.
“Personal Data” means, in accordance with the law ‘LIL’ n°78-17 of January 6, 1978 relating to data processing, files and freedoms, as amended, as well as the regulation ‘RGPD’ 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the circulation of such data, and repealing Directive 95/46/EC. (“Applicable Regulations”), any information relating to an identified or identifiable natural person; an “identifiable natural person” is deemed to be a natural person who can be identified, directly or indirectly, in particular by reference to an identifier, such as a name, an identification number, location data, an online identifier, or to one or more factors specific to his or her physical, physiological, genetic, mental, economic, cultural or social identity.
« Confidential Information» means (i) any information protected as a business secret within the meaning of Law n°2018-670 of July 30, 2018; (ii) Personal Data; (iii) all information, analyses, studies, documents and, in general, all other items of information of any nature whatsoever (in particular strategic, technical, commercial, financial, legal or administrative), with the exception of Content anonymized under the conditions defined in Article 5, of which either of the Parties would have knowledge or communication, in the context of the performance of the TOU, whether orally, in writing or on any other medium.
« Licenses» refers to the provision of nominative access to a user to the Back Office.
« Controller» means the natural or legal person, public authority, department or other body which, alone or jointly with others, determines the purposes and means of processing.
« Services» means all the services offered by WeLoop as described in Article 2 below and in the WeLoop documentation.
« Sub-processor » refers to the natural or legal person, public authority, department or other body that processes personal data on behalf of the data controller.
« User » refers to any natural person working on behalf of the Customer who benefits from the Subscription
« Widget » refers to the contextualized conversational interface in the Customer Application.
To benefit from the Services, the Customer must first accept the Quotation, the Contract or the GCU on the website. Any subscription to the Services implies a commitment on the part of the Customer to pay the Subscription price under the conditions defined in the Contract or the GCU.
Weloop will acknowledge receipt of the subscription to the Services by any means at its convenience.
In order to use the Services, and once the subscription has been validated under the conditions defined in article 3.1, the Customer will be invited to create a WeLoop account. Integration of the WeLoop Widget in the Customer Application. Access to the Services, User accounts and WeLoop scripts are personal and confidential to the Customer and Users. The Customer is entirely responsible for the conditions of integration and use of the Widget and the Weloop Back Office.
Les Services sont décrits dans la Documentation et permettent notamment au Client de bénéficier, de manière centralisée et en ligne, des fonctionnalités suivantes :
This enables the Customer to better manage the Customer Application user experience, anticipate problems and optimize the evolution of the Customer Application based on contextualized feedback and analysis provided by Weloop tools.
The Content remains accessible to the Customer and Users for the duration of the Subscription.
Weloop reserves the right to modify the Services, or their derivatives, by correcting, adding, modifying or deleting some of their functionalities. The modifications made will be described by any written means at Weloop's convenience (e-mail or contextualized directly in the Back office, etc.).
Weloop provides Users with support to help them resolve any difficulties in using the Services. To this end, WeLoop provides Administrators with :
Weloop undertakes to provide its support services in accordance with commercial practice and will make its best efforts to ensure that the Services and support are accessible to Administrators on working days and during working hours, except for (i) scheduled maintenance periods, of which WeLoop will inform the Administrator by any written means at its convenience (e-mail or contextualized directly in the Back-Office, ...) and (ii) any unavailability attributable to a case of force majeure.
As part of the service contract, WeLoop commits to :
Le Client autorise WeLoop à contrôler l’utilisation qu’il fait des Services. Si un contrôle devait faire apparaître The Customer authorizes Weloop to monitor its use of the Services. If a check reveals that the Services are being used outside the scope of the Subscription, the Customer will automatically be liable, without prior notice, for the difference between the price of the Subscription paid and that which should have been paid for the period running from the date of the first breach of the GCU or the Contract to the end of the current Subscription.
As part of the Service, WeLoop implements the necessary means to:
WeLoop reserves the right, in particular for reasons of maintenance or security of the Services, to temporarily suspend access to the Services or certain of its functions without prior notice.
WeLoop may only be held liable for proven faults for which it is directly responsible. In particular, the Customer declares and acknowledges that he/she is fully aware of the characteristics of the Internet network and, in particular, that the transmission of data and information on the Internet network is only relatively technically reliable.
Except in the event of a breach of its contractual obligations, WeLoop shall not be liable to the Customer in particular for:
The Customer acknowledges that he is solely responsible for the Content and, more generally, for all information exchanged between Users, as well as for the use of the Services.
Weloop may only be held liable to the Customer for direct, personal and definite damage linked to the failure in question, to the exclusion of indirect damage such as operating losses, commercial prejudice, loss of clientele, any commercial disturbance whatsoever, tax or social penalties, loss of data or files, or inability to access the Services.
Weloop's liability for all damages suffered by the Customer may in no case exceed the amount of the sums received by WeLoop for the Subscription during the year in which the damage occurred.
The Parties agree that this clause, in view of the nature of the Services, is neither derisory nor excessive, that it reflects the distribution of risk between them and that it has been accepted by each of the Parties.
Neither Party may be held liable for non-performance of the GCU insofar as such non-performance - or delay - and the impediment to performance of their respective obligations result from force majeure, fire, act of God, fait du prince or any other reason beyond its control such as strikes, interruptions of work, telecommunication services, supplier delays, disasters or accidents, provided that the party invoking one of these cases notifies the other of its existence by RAR within ten (10) working days of the occurrence of this event.
No action by either Party, on any grounds whatsoever and for any reason whatsoever, may be brought against the other Party after a period of twenty-four (24) months following knowledge of the fact on which it is based.
The GCU express the entirety of the obligations of the Parties in relation to its subject matter. They supersede all previous documents and agreements between the Parties and may only be modified by an amendment signed by both Parties.
Each of the Parties declares and acknowledges :
- They are aware of all the stipulations of the GCU and the consequences attached thereto, and declare that their consent is fully informed
- They will not contest the enforceability of the commitments they have made in the GCU on the basis of any alleged lack of information, particularly of a legal nature.
- Fully accept the risks, in particular the economic risks, attached to the performance of the GTUs and, where necessary, expressly waive the benefit of the provisions of article 1195 of the Civil Code as amended by n°2016-131 of February 10, 2016.
Each of the Parties is authorized to quote the other Party in its commercial references and on all promotional information media. Upon simple written notice, the referenced Party may request the other Party to suspend such communication.
If one or more stipulations of the GCU are held to be invalid or declared as such in application of a law, regulation or following a final court decision, the other stipulations will retain all their force and scope.
The fact that one of the Parties does not avail itself of a breach by the other Party of any of its obligations hereunder shall not be construed as a waiver of the obligation in question.
In the event of any difficulty in interpreting any of the titles or headings placed at the beginning of any of the stipulations herein, with any of these stipulations, the titles shall be declared non-existent.
For the performance of the GCU and its consequences, the Parties elect domicile at their respective registered offices. Any change in the domicile of one of the Parties must be notified in writing by the other Party by registered letter with acknowledgement of receipt
In accordance with Article 1368 of the French Civil Code, the Parties agree on the rules of evidence admissible between them in the context of the GCU. The Parties agree that recordings made by WeLoop's information system are admissible before the Courts and constitute proof of the data and elements they materialize in accordance with the requirements of article 1367 of the French Civil Code. The Parties accept that the time-stamping elements of WeLoop's information system are admissible before the Courts and are proof of the data and elements they contain.
The Client undertakes to provide Weloop with all documents and information necessary for the proper performance of the Services, and in particular all technical information documents at its disposal or readily available, in accordance with the confidentiality and loyalty agreement contained in these GCU (point 8). If Services are suspended for reasons of force majeure or for any reason attributable to the Customer, all provisions of the contract shall remain applicable.Each subscription to Services is concluded in consideration of the Customer. It may not be assigned and/or transferred by the Customer, in particular by way of merger, demerger and/or partial contribution of assets, without the prior written consent of WeLoop.
The financial conditions, terms of payment and applicable guarantee are those agreed in article 4 of the present contract.
In the event of non-payment by the Customer of one or more invoices on the due date :
Each of the Parties acknowledges the strictly confidential nature of the Confidential Information of which it has had and may have knowledge and communication within the framework of the contract and the services. Consequently, each of the Parties undertakes to ensure the complete confidentiality of the Confidential Information received, even after use of the services has ceased. Insofar as necessary, the Parties recall that Content, once rendered anonymous by WeLoop for the purposes of improving the Services, is not subject to this Article.
It is agreed that the confidentiality obligations referred to above shall not apply to Confidential Information which must be disclosed:
This confidentiality agreement is entered into for the entire duration of the Subscription and for a period of five (5) years from the end of the Subscription, regardless of the cause.
It retroactively covers all Confidential Information communicated to each of the Parties or of which they may have become aware prior to the signing of the contract, the GTC and the GCU.
WeLoop grants the Client a personal and non-transferable right to use the Services worldwide and for the duration of the Subscription. For clarification purposes, this grant includes the right for the Client and Users, for the same duration and in the same territory, to use and reproduce the WeLoop script.
The Client grants WeLoop, its Affiliates, and subcontractors, for the same duration and territory, a right to host, reproduce, and display the Content. Additionally, for the duration of intellectual property rights protection, the Client grants the right to use and incorporate into its Services any suggestions, improvement requests, support materials, recommendations, corrections, or comments made by Users in the Content once they have been anonymized. This right is irrevocable and granted without any financial compensation, which the Client expressly accepts.
The General Terms of Use do not entail any transfer of ownership or intellectual property rights of any kind from WeLoop.
No rights other than those expressly granted in the General Terms of Use shall be conferred upon the Client or WeLoop.
In the event of a failure by one party to fulfill its obligations, and after a formal notice sent by the other party via registered letter remains without effect for a period of thirty (30) days, the contract shall be automatically and prematurely terminated by the non-defaulting party, without prejudice to any damages that may be claimed by the aggrieved party.
In the event of force majeure, the contract shall be automatically terminated in accordance with Article 1218 of the Civil Code.
In accordance with the amended Article 2254 of the Civil Code, Weloop’s civil liability can only be invoked within a contractually defined period of one (1) year from the events causing harm to the Client.
Any event that could have consequences, particularly regarding liability, must be promptly reported by the Client to Weloop.
Weloop’s professional civil liability is covered by an insurance policy subscribed with Hiscox. Weloop’s liability cannot be engaged in cases where the damage suffered by the Client is a consequence of:
Under the contract between Weloop and the Client:
Each party shall comply with the provisions of the French law "LIL" No. 78-17 of January 6, 1978, relating to data processing, files, and freedoms, as amended, as well as Regulation "GDPR" 2016/679 of the European Parliament and the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC ("Applicable Regulation").
The Client hereby consents to such processing and transfers. The Client confirms that it has obtained, where applicable, all necessary consents from the individuals whose data is concerned.
The individuals concerned by the data are entitled to rights of access, rectification, and objection, under the conditions established by law. These rights can be exercised by sending an email to the following address: privacy@weloop.io
The Client, in its capacity as Data Controller, entrusts Weloop, as Data Processor, with the Services described in more detail in the Contract.
The Client undertakes, in accordance with Article 5 of the GDPR, to ensure that Personal Data is:
a. Processed lawfully, fairly, and transparently in relation to the data subject (lawfulness, fairness, transparency).
b. Collected for specified, explicit, and legitimate purposes and not further processed in a manner incompatible with those purposes (purpose limitation).
c. Adequate, relevant, and limited to what is necessary in relation to the purposes for which they are processed (data minimization).
d. Accurate and, where necessary, kept up to date; personal data that is inaccurate with regard to the purposes for which it is processed will be erased or rectified without delay (accuracy).
e. Retained in a form that permits the identification of data subjects for no longer than is necessary for the purposes for which the data is processed (storage limitation).
f. Processed in a manner that ensures appropriate security of the personal data, including protection against unauthorized or unlawful processing and against accidental loss, destruction, or damage, using appropriate technical or organizational measures (integrity and confidentiality).
The Client specifically undertakes to inform its employees that their Personal Data may be transmitted to Weloop as part of the Weloop Services used by the Client.
Weloop shall provide the necessary assistance to the Client, upon the Client’s request, to enable the Client to comply with its obligations under the Applicable Regulation insofar as Weloop is involved in the performance of said obligations under the Contract.
For the purposes of executing the Contract, Weloop, in its capacity as Data Processor, undertakes to:
1. Process Personal Data strictly within the scope necessary to perform its tasks and in accordance with the documented instructions of the Client as outlined in the Contract.
2. Ensure that individuals authorized to process Personal Data commit to maintaining confidentiality.
3. Take all necessary precautions to safeguard the confidentiality and security of Personal Data and, in particular, to prevent it from being altered, damaged, or disclosed to unauthorized third parties. More generally, Weloop undertakes to implement appropriate technical and organizational measures to protect Personal Data from accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure, or access. Weloop shall ensure compliance with these measures by all persons processing Personal Data under its responsibility. These security measures can be made available upon request by the Client.
4. Not grant, rent, transfer, or otherwise communicate all or part of the Personal Data to any third party, whether for payment or free of charge.
5. Not use Personal Data for purposes other than those provided for in the Contract, including for commercial, marketing, or other purposes.
6. Delete Personal Data at the Client’s request and according to its documented instructions, subject to Weloop’s applicable legal obligations.
7. Respond promptly to any Client requests regarding Personal Data to enable the Client to address, within the required timeframes, any potential requests from the data subjects (e.g., rights of access, rectification, destruction, etc.).
8. Notify the Client promptly:
• Of any request from data subjects regarding the processing of Personal Data that is directly addressed to Weloop.
• Of any request from the CNIL (French Data Protection Authority) or any other competent authority concerning the processing of Personal Data carried out on behalf of the Client.
9. Cooperate with the Client in the event of a requisition, injunction, or notice from the CNIL or any other competent authority involving the processing of Personal Data carried out for the Client and assist the Client in preparing responses to such authorities.
10. Inform the Client of any modification or change that may impact the processing of Personal Data carried out on behalf of the Client.
11. Not subcontract the performance of the services to a third party without the Client’s consent. In general, the Client is informed and accepts that Weloop uses a hosting provider identified in the annex regarding security measures.
12. Impose on its own subcontractors the same obligations as set forth in this clause, in accordance with the Applicable Regulation.
13. Not transfer Personal Data outside the European Economic Area (EEA) to a country not recognized by the European Commission as offering an adequate level of protection, particularly in the case of hosting, without the Client’s prior authorization and without notifying the Client at least three (3) months in advance of the intended transfer date. This applies to data hosting outside the EEA or the provision of maintenance services involving remote access to Personal Data. This ensures the Client can carry out any necessary formalities required by law. If data is transferred outside the EEA, Weloop undertakes to provide the Client with all information and assistance necessary to fulfill its obligations as Data Controller.
14. If Weloop becomes aware of a security breach, loss, or alteration of Personal Data processed on behalf of the Client, Weloop undertakes to:
• Notify the Client of the incident as soon as possible.
• Refrain from communicating about the incident.
• Assist the Client in implementing actions to remedy the breach and repair any damage caused.
15. Provide the Client with all means, information, and documents necessary to assist in conducting impact assessments related to Personal Data protection or prior consultations with the competent supervisory authority, where the impact assessment concerns Processing implemented under the Contract.nte, lorsque l’analyse d’impact concerne les Traitements mis en œuvre dans le cadre du Contrat.
Weloop’s Data Protection Policy is available online on Weloop’s website.
In particular, rights may be exercised by sending an email to privacy@weloop.io or a postal letter addressed to the Data Protection Officer at the following address: Frontbox, 5 avenue du Général de Gaulle, 94 160 Saint-Mandé. Each request will be processed as quickly as possible, provided the requestor’s identity is verified by attaching a copy of an official identity document and a phone number to their email or letter.
Weloop has appointed a Data Protection Officer (DPO) in the legal entity of BDO Stratégie et Performance, registered with the CNIL under the reference DPO-118888.
Sur demande écrite du Client, et à intervalles raisonnables, Weloop mettra à sa disposition la documentation nécessaire pour démontrer le respect de toutes ses obligations et pour permettre la réalisation d'audits sur pièces par le Client ou par un autre auditeur mandaté par le Client à cet effet soumis à un accord de confidentialité.
Les Parties conviennent que le Client pourra, dans la limite d’une fois par an, également faire procéder à un audit sur site à ses frais, moyennant le respect d’un préavis minimum de quinze (15) jours ouvrés, des conditions de réalisation par Weloop des Traitements de Données à caractère personnel prévus par le présent contrat.
Préalablement à la réalisation d’un tel audit sur site, le Client et Weloop devront convenir de son étendue, son calendrier et sa durée.
Au cas où le rapport d’audit ferait apparaître un non-respect substantiel des obligations, Weloop s’engage à mettre en œuvre, à ses frais, les mesures correctives nécessaires dans un délai à convenir entre les Parties en fonction de la gravité des manquements et/ou non-conformités et/ou des risques qu’ils font peser sur les personnes.
Au terme du Contrat pour quelque cause que ce soit, Weloop s’engage sur demande écrite du Client ou selon les instructions définies dans le Contrat :
Le renvoi doit s’accompagner de la destruction de toutes les copies existantes dans les systèmes d’information de Weloop, à moins que le droit de l’Union européenne ou le droit d’un État Membre auquel Weloop est soumis n’exige la conservation des Données à caractère personnel.
Weloop déclare tenir par écrit un registre de toutes les catégories d’activités de Traitement effectuées pour le compte du Client comprenant :
· Le nom et les coordonnées du Client, des éventuels sous-traitants ultérieurs et, du délégué à la protection des Données à caractère personnel ;
· Les catégories de Traitement effectuées pour le compte du Client ;
· Le cas échéant, les transferts de Données à caractère personnel vers un Pays tiers ou à une organisation internationale, y compris l’identification de ce pays tiers ou de cette organisation internationale et, dans le cas des transferts visés à l’article 49, paragraphe 1, deuxième alinéa du RGPD, les documents attestant de l’existence de garanties appropriées ;
· Dans la mesure du possible, une description générale des mesures de sécurité techniques et organisationnelles.
Sur demande écrite, le Prestataire met à la disposition du Client ses fiches de traitement le concernant issues du son registre sous-traitant.
Le présent contrat est soumis aux lois françaises
Le présent contrat est conclu et sera exécuté de bonne foi par les Parties qui s’engagent à examiner ensemble, dans le plus grand esprit de concertation, tout différend qui pourrait survenir quant à son existence, son interprétation ou son exécution.
En cas d’échec de leur négociation directe et avant toute saisine des juridictions compétentes, les Parties s’engagent à mettre en place un processus de médiation :
La durée de la médiation ne pourra excéder 3 mois, sauf accord contraire des parties.
Lorsque la médiation est réalisée à titre lucratif, et selon l’accord des Parties, les honoraires du médiateur seront :
En application de cette clause de médiation, tous les échanges effectués entre les parties seront, sauf accord des Parties, confidentiels pendant une durée illimitée.
En cas d’échec de cette médiation et en ultime recours, les parties s’engagent à soumettre tout litige
aux compétences exclusives du Tribunal de Commerce de Paris.
Le client reconnaît avoir reçu, pris connaissance et accepté les présentes conditions générales d’utilisation.
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