This English version is provided for convenience. In case of discrepancy, the French version prevails.
1. Scope
These terms apply to agreements for the Services entered into between Weloop and its Client.
2. Definitions
The description of the Services covered by an agreement between Weloop and the Client is set out in detail in the agreement.
For the understanding and interpretation of the terms used in these Terms of Use and their schedules, whether used in the singular or the plural, the Parties agree to refer to the following definitions:
“Subscription” means the period during which the Client subscribes to the Services.
“Administrator” means any user with access to the Back Office.
“Client Application” means the application, software, software package, website or any other component of the Client's information system that is intended to host the Widget.
“Back Office” means all the web applications of the Services that allow the Client to administer and configure them directly (creation of projects, management of user requests and of the various modules such as 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” means the General Terms of Use; it has the meaning given to it in the preamble hereto.
“Content” means all messages, feedback and contributions exchanged by and between Users, and, more generally, the information made available to the Client or by the Client in the course of using the Services.
“Quote” means the commercial offer issued by WeLoop and accepted by the Client at the same time as the signature of these Terms of Use.
“Agreement” means the contractual framework between WeLoop and the Client, including these Terms of Use and all schedules.
“Documentation” means all documents and information provided by WeLoop to the Client (in particular through its website) describing all of the Services and their terms of use.
“Personal Data” means, in accordance with French Data Protection Act No. 78-17 of 6 January 1978 on information technology, data files and civil liberties (“LIL”), as amended, and with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”) (the “Applicable Regulations”), any information relating to an identified or identifiable natural person; an “identifiable natural person” is one 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 the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
“Confidential Information” means (i) any information protected as a trade secret within the meaning of French Law No. 2018-670 of 30 July 2018; (ii) Personal Data; (iii) all information, analyses, studies, documents and, in general, any other information of any kind 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 Party may become aware or which may be disclosed to either Party in the course of the performance of these Terms of Use, whether orally, in writing or on any other medium.
“Licenses” means the provision to a user of named access to the Back Office.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing.
“Services” means all the services offered by WeLoop as described in Article 2 below and in the WeLoop documentation.
“Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller.
“User” means any natural person working on behalf of the Client who benefits from the Subscription.
“Widget” means the contextual conversational interface within the Client Application.
3. Services
3.1. Subscription to the Services
To benefit from the Services, the Client must first accept the Quote, the Agreement or these Terms of Use on the website. Any subscription to the Services entails a commitment by the Client to pay the Subscription price under the conditions defined in the Agreement or these Terms of Use.
WeLoop will acknowledge receipt of the subscription to the Services by any means it deems appropriate.
3.2. Access to the Services
In order to use the Services, and once its subscription has been validated under the conditions defined in Article 3.1, the Client will be invited to create its WeLoop account. The integration of the WeLoop Widget into the Client Application.
Access to the Services, User accounts and the WeLoop scripts are personal and confidential to the Client and the Users. The Client is solely responsible for the conditions of integration and use of the WeLoop Widget and Back Office.
3.3. Core features of the Services
The Services are described in the Documentation and, in particular, allow the Client to benefit, centrally and online, from the following features:
- A collaborative exchange space between the Users of the Client Application and the teams in charge of its development, maintenance and support, as well as business or IT project teams, facilitating communication and user engagement.
- The collection and management of contextual user feedback (screenshots, annotated videos) on the use of the Client application, making it possible to identify and prioritize improvements.
- An analysis of feedback and other user-generated content to support decision-making on desired changes and support requests.
- An analytics dashboard providing real-time indicators, such as NPS, to monitor user satisfaction and guide improvement priorities.
- Knowledge management relating to the Client Application, with centralization of user content to facilitate documentation and the recording of the history of changes.
- A dedicated Analytics module, allowing the Client to measure the audience of a website
- A user group configuration feature, making it possible to segment feedback and communications by user group for targeted management.
- A News section built directly into the application, to inform users of changes, fixes and new features, with personalized notifications.
- An FAQ section built directly into the application, to help users find solutions to their questions or issues.
This enables the Client to better manage the user experience of the Client Application, anticipate problems and optimize the evolution of the Client Application on the basis of the contextual feedback and analyses provided by the WeLoop tools.
The Content remains accessible to the Client and the Users throughout the term of the Subscription.
3.4 Changes to the Services
WeLoop reserves the right to change the Services, or their derivatives, by correcting, adding, modifying or removing some of their features. The changes made will be described by any written means WeLoop deems appropriate (email, or in context directly within the Back Office, etc.).
3.5. Assistance
WeLoop provides support for the benefit of Users in order to help them resolve any difficulties in using the Services. To this end, WeLoop makes the following available to Administrators:
- An assistance Widget accessible from the Back Office, allowing them to submit any questions, report any malfunction, or propose changes,
- The WeLoop support contact email address.
WeLoop undertakes to provide its support services in accordance with commercial practice and will use its best efforts to ensure that the Services and support are accessible to Administrators on business days and during business hours, except for (i) scheduled maintenance windows, of which WeLoop will inform the Administrator by any written means it deems appropriate (email, or in context directly within the Back Office, etc.), and (ii) any unavailability attributable to force majeure.
3.6. Service level agreement
Under the service agreement, WeLoop undertakes to provide
- platform availability of 99.99%
- Technical support availability 24/7
- A guaranteed response to calls within 2 business hours,
- The resolution of blocking defects within 8 to 24 h
3.7. Monitoring
The Client authorizes WeLoop to monitor its use of the Services. Should such monitoring reveal use of the Services outside the scope of the Subscription, the Client shall automatically owe, without prior formal notice, the amount of the difference between the Subscription price it has paid and the price it should have paid for the period running from the date of the first breach of these Terms of Use or of the Agreement to the end of the current Subscription.
4. Responsibilities
In connection with the Service, WeLoop implements the means necessary to:
- Ensure secure hosting of the Content against any malicious intrusion,
- Encrypt data during transmission to and from the Services.
- Ensure the continuity and maintenance of the Services.
WeLoop reserves the right, in particular for reasons of maintenance or security of the Services, to temporarily suspend access to the Services or to some of their functions, and, in an emergency, to do so without notice.
WeLoop may only be held liable for proven faults directly attributable to it. In particular, the Client declares and acknowledges that it is fully aware of the characteristics of the Internet and, in particular, that the transmission of data and information over the Internet has only relative technical reliability.
Except in the event of a breach of its contractual obligations, WeLoop shall not be liable to the Client, in particular for:
- Difficulties in accessing the Services,
- The use of equipment unsuited to the characteristics of the Services,
- A failure and/or saturation, at certain times, of the Internet or of the hosting infrastructure of the Services over which WeLoop has no control,
- Misuse of the Services by Users,
- Any misappropriation of Users' passwords and/or confidential codes, these being under their sole responsibility.
The Client acknowledges that it 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 Client for direct, personal and certain loss related to the failure in question, to the exclusion of indirect damage such as operating losses, commercial losses, loss of customers, any commercial disruption, tax or social security penalties, loss of data or files, or inability to access the Services.
WeLoop's liability for all losses suffered by the Client may in no event exceed the amount of the sums received by WeLoop under the Subscription during the year in which the loss arose.
The Parties agree that, in view of the nature of the Services, this clause is neither derisory nor excessive, that it reflects the allocation of risk between them and that it has been accepted by each of the Parties.
Neither Party shall be held liable for non-performance of these Terms of Use to the extent that such non-performance (or delay) and the impediment to the performance of their respective obligations result from force majeure, fire, natural disaster, act of government or any other cause beyond its control, such as strikes, work stoppages, interruptions of telecommunications services, supplier delays, losses or accidents, provided that the Party invoking any such event notifies the other Party of its existence by registered letter with acknowledgment of receipt within ten (10) working days of the occurrence of such event.
No action by either Party, on any basis and for any cause 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.
5. General provisions
5.1. Entire Terms of Use
These Terms of Use set out the entire obligations of the Parties with respect to their subject matter. They cancel and supersede any prior document and agreement between the Parties and may only be amended by means of an amendment signed by the Parties.
5.2. Representations of the Parties
Each of the Parties declares and acknowledges that it:
- Is aware of all the provisions of these Terms of Use and of the consequences attached to them, and declares that its consent is fully informed,
- Shall refrain from contesting the enforceability of the commitments it has made under these Terms of Use on the basis of any alleged lack of information, in particular of a legal nature.
- Fully accepts the risks, in particular economic risks, attached to the performance of these Terms of Use and, to the extent necessary, expressly waives the benefit of the provisions of Article 1195 of the French Civil Code as worded following Ordinance No. 2016-131 of 10 February 2016.
5.3. Reference
Each of the Parties is authorized to name the other Party in its commercial references and on any promotional information media. Upon simple written notice, the Party named as a reference may ask the other Party to suspend such communication.
5.4. Partial invalidity
If one or more provisions of these Terms of Use are held to be invalid or are declared as such pursuant to a law or regulation or following a final court decision, the other provisions shall retain their full force and effect.
5.5. No waiver
The fact that either Party does not rely on a breach by the other Party of any of the obligations referred to herein shall not be interpreted as a waiver of the obligation in question.
5.6. Headings
In the event of any difficulty in interpreting any of the headings or subheadings placed at the beginning of a provision hereof in relation to any of these provisions, the headings shall be deemed not to exist.
5.7. Address for service
For the performance of these Terms of Use and their consequences, the Parties elect domicile at their respective registered offices. Any change of address for service of either Party must be notified in writing to the other Party by registered letter with acknowledgment of receipt.
5.8. Evidence agreement
In accordance with Article 1368 of the French Civil Code, the Parties set the rules of evidence admissible between them in connection with these Terms of Use. The Parties agree that the records made by WeLoop's information system shall be admissible before the Courts and shall constitute evidence of the data and elements they record, in accordance with the requirements of Article 1367 of the French Civil Code. The Parties agree that the timestamping elements of WeLoop's information system shall be admissible before the Courts and shall constitute evidence of the data and elements they contain.
6. Client's obligations
The Client shall refrain from any act likely to undermine the independence of Weloop or of its employees.
The Client undertakes to provide Weloop, in all good faith, with all documents and information necessary for the proper performance of the Services, and in particular all technical documents and information available to it or that can easily be compiled, in accordance with the confidentiality and fair dealing agreement contained in these Terms of Use (point 8).
Where the Services are suspended due to force majeure or to any event attributable to the Client, all the provisions of the agreement remain applicable.
Each subscription to the Services is entered into in consideration of the identity of the Client (intuitu personae). It may not be assigned and/or transferred by the Client, in particular by way of merger, demerger and/or partial transfer of assets, without the prior written consent of WeLoop.
7. Financial terms
The financial terms, payment terms and applicable guarantee are those agreed in Article 4 of this agreement.
In the event of non-payment by the Client of one or more invoices on their due date:
- Each unpaid invoice shall automatically bear interest at a rate of 3 (three) times the statutory interest rate, together with a minimum fixed compensation of €40 in accordance with the statutory provisions, except where the collection costs incurred exceed the amount of this fixed compensation,
- WeLoop reserves the right to immediately suspend all of the Services, on any basis whatsoever, until full payment of the sums due, and
- All invoices issued by WeLoop on any basis whatsoever shall become immediately due and payable.
- Fees: the Client undertakes to pay all fees set out in the Order forms. Unless otherwise stated in this Agreement or in an order form, (i) fees are based on the Services and Content subscriptions Ordered and not on their actual use, (ii) payment obligations are non-cancelable and all sums paid are non-refundable, and (iii) the quantities ordered may not be reduced during the relevant subscription period.
8. Confidentiality
Each of the Parties acknowledges the strictly confidential nature of the Confidential Information of which it has had or may have knowledge and which has been or may be disclosed to it in connection with the agreement and the services. Consequently, each of the Parties undertakes to ensure the complete confidentiality of the Confidential Information received, even after the end of the use of the services. To the extent necessary, the Parties note that the Content, once anonymized by WeLoop for the purpose of improving the Services, is not subject to this Article.
It is agreed that the confidentiality obligations set out above shall not apply to Confidential Information that must be disclosed:
- Pursuant to an applicable statutory or regulatory provision, but only to the extent required;
- In the context of judicial or administrative proceedings or investigations, or of similar proceedings initiated by a competent court or by a governmental administrative authority, but only to the extent required.
This confidentiality undertaking is entered into for the entire term of the Subscription and for a period of five (5) years from its end, whatever the cause.
It covers retroactively all Confidential Information that was disclosed to either Party or of which they became aware before the signature of the agreement, the General Terms of Sale and these Terms of Use.
9. Intellectual property
WeLoop grants the Client a personal and non-transferable right to use the Services worldwide and for the term of the Subscription. To the extent necessary, it is specified that this grant includes the right for the Client and the Users, for the same term and in the same territory, to use and reproduce the WeLoop script.
The Client grants WeLoop, its Affiliates and subcontractors, for the same term and in the same territory, a right to host, reproduce and display the Content, as well as the right, for the duration of protection of the intellectual property rights, to use and incorporate into its Services any suggestion, improvement and support request, recommendation, correction or comment made by Users in the Content once the Content has been anonymized. This right is irrevocable and is granted without any financial consideration, which the Client expressly accepts.
These Terms of Use do not entail any assignment of ownership or title to any intellectual property rights of WeLoop whatsoever.
No right other than those expressly granted in these Terms of Use shall be granted to the Client or to WeLoop.
10. Early termination
In the event of non-performance by either party of its obligations, and after formal notice sent by the other party by registered letter that has remained without effect for a period of thirty (30) days, the agreement shall be automatically terminated early by the non-defaulting Party, without prejudice to any damages that may be claimed by the injured party.
In the event of force majeure, the agreement shall be automatically terminated (Article 1218 of the French Civil Code).
11. Civil liability
Pursuant to Article 2254 of the French Civil Code, as amended, Weloop's civil liability may only be invoked within a contractually defined period of 1 year from the events that caused the loss to the Client.
Any event likely to have consequences, in particular in terms of liability, must be brought to Weloop's attention by the Client without delay.
Weloop's professional civil liability is covered by an insurance policy taken out with the insurer Hiscox.
In particular, Weloop may not be held liable where the loss suffered by the Client is a consequence of:
- Incorrect information, or a fault or negligence committed by the Client or its employees,
- Delay or failure by the Client to provide information necessary to Weloop,
- Faults committed by third parties working at the Client's premises.
12. Processing of personal data
12.1. Definitions
Under the agreement between Weloop and the Client:
· Personal Data refers more specifically to the Personal Data relating to the Client's staff that Weloop processes in order to provide the services subscribed to by the Client;
· The Client acts as Controller;
· Weloop acts as Processor.
12.2. General obligations relating to the processing of Personal Data
Each party shall comply with the provisions of French Data Protection Act No. 78-17 of 6 January 1978 on information technology, data files and civil liberties (“LIL”), as amended, and with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”) (the “Applicable Regulations”).
The Client hereby consents to such processing and transfers. It confirms that it has obtained, where applicable, all necessary consents from the data subjects. Data subjects have a right of access, rectification and objection, under the conditions established by law. These rights may be exercised by sending an email to the following address: privacy@weloop.io
12.3. General information on the subcontracted processing operations
The Client, in its capacity as Controller, entrusts Weloop, in its capacity as Processor, with the Services described more specifically in the Agreement.
12.4. Client's obligations
In accordance with Article 5 of the GDPR, the Client undertakes to ensure that the Personal Data are:
a. Processed lawfully, fairly and in a transparent manner in relation to the data subject (lawfulness, fairness and transparency);
b. Collected for specified, explicit and legitimate purposes and not further processed in a manner that is 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 are inaccurate, having regard to the purposes for which they are processed, will be erased or rectified without delay (accuracy);
e. Kept in a form which permits identification of data subjects for no longer than is necessary for the purposes for which they are 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).
In particular, the Client undertakes to inform its staff that their Personal Data may be transmitted to Weloop in connection with the Weloop Services used by the Client.
12.5. Weloop's obligations
Weloop will provide the Client, at the Client's request, with the assistance necessary to enable it to comply with its obligations under the Applicable Regulations, to the extent that Weloop is involved in the performance of those obligations under the Agreement.
For the purposes of performing the Agreement, Weloop, in its capacity as Processor, undertakes to:
1. Process the Personal Data only to the extent strictly necessary for the performance of its tasks and in accordance with the Client's documented instructions set out in the Agreement;
2. Ensure that persons authorized to process the Personal Data have committed themselves to confidentiality;
3. Take all appropriate precautions to preserve the confidentiality and security of the Personal Data and, in particular, to prevent them from being distorted, damaged or disclosed to unauthorized third parties; more generally, Weloop undertakes to implement appropriate technical and organizational measures to protect the Personal Data against accidental or unlawful destruction, accidental loss, alteration, and unauthorized disclosure or access; Weloop undertakes to ensure that these measures are complied with by all persons who process the Personal Data under its responsibility; these security measures may be made available at the Client's request;
4. Not license, rent, assign or otherwise disclose to a third party all or part of the Personal Data, whether for consideration or free of charge;
5. Not use the Personal Data for purposes other than those provided for in the Agreement, in particular for commercial prospecting, marketing or other purposes;
6. Delete the Personal Data at the Client's request and in accordance with its documented instructions, subject to the legal obligations applicable to Weloop;
7. Respond as soon as possible to any request from the Client concerning the Personal Data, so as to enable the Client to handle, within the prescribed time limits, any requests from data subjects (right of access, right of rectification, right of erasure, etc.);
8. Inform the Client as soon as possible:
- Of any request from data subjects concerning the processing of Personal Data that is received directly by 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 any requisition, injunction or formal 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 the responses to be given to such authorities;
10. Inform the Client of any modification or change concerning Weloop that may have an impact on 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 schedule concerning security measures;
12. Impose on its own subcontractor the obligations placed on it by this clause, in accordance with the Applicable Regulations;
13. Not transfer any Personal Data outside the European Economic Area to a country that is not recognized by the European Commission as providing an adequate level of protection, in particular in the case of hosting, without the prior authorization of the Client and without having notified the Client at least three (3) months before the intended date of the transfer (whether this concerns, in particular, the hosting of the Personal Data outside the European Economic Area or the provision of maintenance services where such services involve remote access to the Personal Data), so as to enable the Client to complete any prior formalities required by law. In the event of a transfer of data outside the European Economic Area, the Firm undertakes to provide the Client with all the information and assistance necessary for the fulfillment of its obligations as Controller;
14. If Weloop becomes convinced of the existence of a security breach, or of a loss or alteration of the Personal Data processed on behalf of the Client, Weloop undertakes to:
- Notify the Client of the existence of this incident as soon as possible,
- Refrain from communicating about this incident,
- Assist the Client in implementing the actions intended to put an end to this breach and to remedy the damage that this breach may have caused;
15. Make available to the Client all useful and necessary means, information and documents to assist it in carrying out data protection impact assessments relating to Personal Data or the prior consultation of the competent supervisory authority, where the impact assessment concerns the Processing carried out under the Agreement.
Weloop's Data Protection Policy is available online on the Weloop website.
In particular, the rights may be exercised by sending an email to privacy@weloop.io or a letter for the attention of the data protection officer at the following address: Frontbox, 5 avenue du Général de Gaulle, 94,160 Saint-Mandé, France. Each request will be handled as soon as possible, subject to proof of the requester's identity, by enclosing a copy of an official identity document and a telephone number with the email or letter.
Weloop has appointed a Data Protection Officer (DPO), the legal entity BDO Stratégie et Performance, registered with the CNIL under reference DPO-118888.
12.6. Audit
Upon the Client's written request, and at reasonable intervals, Weloop will make available to it the documentation necessary to demonstrate compliance with all its obligations and to allow document-based audits to be carried out by the Client or by another auditor appointed by the Client for this purpose and bound by a confidentiality agreement.
The Parties agree that the Client may also, no more than once a year and at its own expense, subject to a minimum notice period of fifteen (15) business days, have an on-site audit carried out of the conditions under which Weloop performs the Processing of Personal Data provided for in this agreement.
Before any such on-site audit is carried out, the Client and Weloop must agree on its scope, timetable and duration.
Should the audit report reveal a material failure to comply with the obligations, Weloop undertakes to implement, at its own expense, the necessary corrective measures within a period to be agreed between the Parties according to the seriousness of the breaches and/or non-conformities and/or of the risks they pose to individuals.
12.7. Consequences of the end of the Agreement
Upon the end of the Agreement for any reason whatsoever, Weloop undertakes, at the Client's written request or in accordance with the instructions defined in the Agreement:
- To destroy all Personal Data processed on behalf of the Client; or
- To return all Personal Data to the Client in a readable and easily machine-usable format.
The return must be accompanied by the destruction of all existing copies in Weloop's information systems, unless European Union law or the law of a Member State to which Weloop is subject requires the retention of the Personal Data.
12.8. Record of processing activities
Weloop declares that it maintains a written record of all categories of Processing activities carried out on behalf of the Client, containing:
· The name and contact details of the Client, of any further subprocessors and of the data protection officer;
· The categories of Processing carried out on behalf of the Client;
· Where applicable, transfers of Personal Data to a third country or an international organization, including the identification of that third country or international organization and, in the case of transfers referred to in the second subparagraph of Article 49(1) of the GDPR, the documentation of suitable safeguards;
· Where possible, a general description of the technical and organizational security measures.
Upon written request, the Service Provider shall make available to the Client the processing records concerning the Client taken from its record as a processor.
13. Governing law
This agreement is governed by French law
14. Dispute resolution: competent jurisdiction
This agreement is entered into and shall be performed in good faith by the Parties, who undertake to examine together, in the greatest spirit of cooperation, any dispute that may arise as to its existence, interpretation or performance.
If their direct negotiation fails, and before any referral to the competent courts, the Parties undertake to implement a mediation process:
- Either by using a mediation service or an association of mediators: to this end, the Parties shall submit their dispute to the mediation of their choice (for example: the Centre de Médiation et d'Arbitrage de Paris (Paris Mediation and Arbitration Centre), the Médiateur des entreprises (French Business Mediator), etc.),
- Or by using an individual mediator: to this end, the parties shall submit their dispute to a mediator chosen by mutual agreement.
The mediation may not last longer than 3 months, unless otherwise agreed by the parties.
Where the mediation is carried out for a fee, and as agreed by the Parties, the mediator's fees shall be:
- Either shared equally between the parties,
- Or borne by one of the companies.
Pursuant to this mediation clause, all exchanges between the parties shall, unless otherwise agreed by the Parties, remain confidential for an unlimited period.
If this mediation fails, and as a last resort, the parties undertake to submit any dispute to the exclusive jurisdiction of the Tribunal de Commerce de Paris (Paris Commercial Court).
15. Acceptance of the terms of use
The Client acknowledges that it has received, read and accepted these terms of use.
