Terms and conditions

GENERAL TERMS OF USE
(FOR PROFESSIONALS ONLY)
1. SUBJECT

The general terms of use (hereinafter the “General Terms of Use“) are intended to govern the provision of the service provided by BestAdizor (hereinafter the “Service“) on the website wamow.co or any other website or mobile website providing the Service (hereinafter collectively referred to as the “Site“).

The Service is aiming at allowing commercial companies to publish a demand, on the Site, on services to be provided, in relation with their commercial activity and making professional advisors offer their services corresponding with those needs.

2. OPERATOR OF THE SERVICE

The Service is operated by the company BestAdvizor, a French commercial company with a stock capital of € 51,000, which incorporation number in the Commercial Register of PARIS is 815.362.736 and registered office is located in 18 bis, avenue de Versailles, 75016 Paris (hereinafter referred to as “wamow“).

3. SERVICE EXCLUSIVELY FOR PROFESSIONALS

The Service is not intended for private individuals but exclusively for professionals, i.e. natural persons of full legal age or legal entities, duly authorized to operate gainful activities as a common practice.

4. DEFINITIONS

Account: refers to the secured space of the Site accessible to the Professional who holds it, with his username and password.

Advisor: means any natural person of full legal age or legal entity duly authorized to provide services in a usual way, having fulfilled his registration on the Site and commit in the Agreement with wamow, and who has the skills to apply for Client’s Pitches;

Agreement: means the contractual agreement governing the relationship between wamow and the Professional, made of General Terms of Use and, where applicable, the specific Formula conditions he subscribed with wamow to use the Service;

Agreement Duration: means the period the entry into force of the Agreement and (i) termination by either Party, or (ii) the term of the Agreement;

Application: means the proposal to intervene by the Advisor to the Client, on the latter entrusting him the Mission described in the Pitch about which the Client has been notified by wamow via the Site;

Client: means any natural person of full legal age or legal entity duly authorized to carry on a commercial activity, having finalized his registration on the Site by creating a Client Account, in order to publish Pitches on the Site and entrust Missions to Advisors;

Content: means the material published by the Professional on the Site and on which he has full rights or he is entitled to use;

Formula (type of subscription): means the conditions of access and use of the Service for Advisors;

Match: means the notification of a Pitch to one or more Advisors selected by wamow;

Mission: means all the services described in a Pitch that a Client intends to entrust to an Advisor;

  

Party (s): means individually or collectively wamow and / or the Client and / or the Advisor;

Pitch: means the wording of the Mission published by the Client on the Site on which Advisors will apply on the Site. The drafting of the Pitch is carried out/performed by the Client, with or without the assistance of wamow, under the sole responsibility of the Client;

Professional: means any natural person of full legal age or legal entity who habitually/normally carries on a professional activity for remuneration, having an Account on the Site;

Service: means the provision of intermediation between Professionals provided via the Site by wamow, in order to enable Advisors and Clients to collaborate on a given assignment;

Site: means the website or mobile website, published by and under the responsibility of wamow for Professionals, hosting the Accounts of Professionals and whose functioning is described in the General Terms and Conditions;

5. FORMATION OF THE CONTRACT BETWEEN WAMOW AND ADVISORS

Access to the Service requires the creation of an Advisor Account and then the subscription by the Advisor to one of the Formulas (type of subscription) proposed by wamow.

5.1. CREATION OF AN ADVISOR ACCOUNT

To create an Advisor Account, the Advisor must:

Enter their last name, first name, valid email address and download his PDF résumé;

Or connect with the “LinkedIn Connect“ tab; Advisor who chooses to register with the LinkedIn Connect tab, expressly agrees that wamow is entitled to access public data of his LinkedIn account and to process his business data in accordance with the French Data Protection Act of 6 January 1978.

Once the Advisor has been identified, the Advisor must fill the following fields with:

Their postal address and country of residence;

Their potential mobility;

The languages ​​spoken;

Their university degree;

Their skills among the choices proposed by wamow (several skills among the proposals could be chosen);

The provisions supplied by the Advisor in their previous experiences (Advisor can choose several areas among the proposals of wamow);

The previous experience as a consultant;

The duration of their professional experience;

The detailed description of a maximum of 5 professional experiences;

Once the Account has been completed by the Advisor, they must certify that they understand and fully agree with the General Terms of Use by clicking on the tab “I accept the General Terms of Use“.

wamow will send them an email containing a personal password generated by wamow and allowing the Advisor to access their Account.

It is specified that once the email containing the password is sent to the Advisor, the information provided by the Advisor cannot be modified, except their email address.

Once they are connected on their Account, the Advisor will be allowed to modify their password and choose a new one.

To access the Service, the Advisor with a completed Account will have to subscribe to one of the Formulas proposed by wamow on the Site.

5.2. SUBSCRIPTION BY ADVISOR TO A FORMULA

The Advisor will be allowed to use de Service after they subscribed to one of the Formulas described in article 8 below and paying the corresponding fees.

5.3. AGREEMENT DURATION OF THE AGREEMENT BETWEEN WAMOW AND THE ADVISOR

The Agreement between the Expert and wamow and the Advisor has an Agreement Duration of one year from the payment of the Formula and will be automatically renewed for the same duration, unless either Party sends a written notice to the other Party by email with return receipt for the termination of the Agreement at least one (1) month before the end of the current Agreement Duration.

6. FORMATION OF THE CONTRACT BETWEEN WAMOW AND THE CUSTOMER AND CONTRACTUAL DURATION

6.1. FORMATION OF THE CONTRACT BETWEEN WAMOW AND THE CLIENT

The Client Account is created by filling an application form allowing wamow to contact them, by email or by telephone and to assist them in creating their Client Account.

The Client must designate a natural person authorized to act on their behalf and in particular to provide the following information:

Their company’s name, their last and first names, and a valid email address;

Its corporate/legal form, its share capital and its registration number in the Commercial Register;

Its registered office;

Its areas of intervention among the choices proposed by wamow;

The types of services supplied by the Client;

The Client must provide real, genuine and true information to wamow.

Before the registration is fulfilled, the Client must certify that they understand and agree with the General Terms of Use and that they fully accept them by clicking on the tab “I accept the General Terms of Use“ at the end of this section.

wamow will send an email containing a password to the Client in order the Client can access their Client Account. The Client will be entitled to change this password on the Site.

The entry into force of the Agreement between the Client and wamow starts with the first access to their Account with their email address and their password.

From that moment, the Client will be able to draft Pitches, to publish them on the Site and to communicate with an Advisor who has applied for the Mission described in the Pitch.

6.2. CONTRACTUAL DURATION OF CONTRACT BETWEEN WAMOW AND THE CLIENT

The Agreement between wamow and the Client has an initial Agreement Duration of one (1) year. After the first Agreement Duration, the Agreement is extended for an indefinite period.

During the indefinite period, each Party may terminate the Agreement one (1) month after sending the other Party an email informing it.

7. ACCEPTANCE OF THE GENERAL CONDITIONS AND MODIFICATION OF THE CONTRACT

7.1. Creating an Advisor Account or a Client Account on the Site and validating the General Terms of Use, implies that the Professional acknowledges he has read and fully agreed them, without any restriction. Any conditional subscription shall be considered void and invalid. In such cases, wamow shall have the right to terminate the access to the Service.

7.2. The Professional is deemed to have agreed the General Terms of Use by clicking the appropriate tab present under the General Terms of Use. As soon as the General Terms of Use are accepted or deemed to be accepted, and for the Advisors, after subscribing to Formula under the conditions referred to in the Article 8, the Parties enter into the Agreement for an Agreement Duration.

7.3. The Professional acknowledges and expressly agrees that the proof of his acceptance of the General Terms of Use may be provided by the timestamping of his login information and the acceptance of the General Terms of Use on the IT servers of wamow. The clicked tab made to agree with the General Terms of Use is deemed to prove that the Professional granted his consent with the General Terms of Use.

7.4. Moreover, the Professional's commencement of use of the Service, necessarily subsequent to the acceptance of the General Terms of Use by the Professional, will prove the acceptance of the Terms and Conditions irrevocably.

7.5. wamow is allowed to modify the General Terms of Use and / or the fees applicable to the Formulas at any time. The new general conditions will automatically apply to the current Agreement, but not the Fees of the current Agreement, which can only be changed at the end of the current Agreement Duration. The use of the Service by a Professional after he has been informed of a modification of the General Terms of Use constitutes an irrevocable and unconditional acceptance of the new General Terms of Use that came in force.

8. FEES

8.1. SUBSCRIPTION FEES FOR THE ADVISOR FORMULA

The Advisor can only access to the Service after the full payment of the subscription fees corresponding to the Formula they choose.

The price of the subscription fees for the Formula is TWO HUNDRED FORTY EUROS (€ 240.00) EXCLUDING TAX (with the application of the Value Added Tax if applicable) in one-time payment. This price is net for wamow which shall not be liable for any commission generated by an international payment.

The payment of the Formula completes the formation of the Agreement between wamow and the Experts.

The Agreement between wamow and the Advisor has an Agreement Duration of twelve (12) months, automatically renewable for a Agreement Duration of the same duration, during which the Advisor has access to the Service offered by wamow on the Site as soon as the fees corresponding for the new Agreement Duration are paid.

However, it is specified that the cost of the Formula may change from one country to another, depending on the currencies.

8.2. METHODS OF PAYING THE SUBSCRIPTION PRICE FOR THE ADVISOR FORMULA

Payment of the Formula fees for a Agreement Duration shall be made in one installment upon subscription to the Agreement or at the date of renewal of the Agreement.

Payment can be made by VISA Card or with a Paypal account.

8.3. FINANCIAL CONDITIONS FOR CLIENT’S ASSISTANCE BY WAMOW FOR DRAFTS OF PITCHES

The Client may request the assistance of wamow to draft a Pitches which they plan to publish on the Site.

In this case, wamow will submit to the Client a commercial proposal specifying the financial terms of their intervention/assistance. wamow assistance is provided to the Client only after (i) Client’s acceptance of the commercial proposal and (ii) payment to wamow of the agreed fees.

8.4. CONSEQUENCE OF THE NON-PAYMENT OF THE PROFESSIONAL OF THE SUMS DUE TO WAMOW

It is expressly agreed between the Parties that the Professional will only be allowed to use the Service after the full Payment of the annual fees, including those corresponding to the new Agreement Duration in case of renewal.

Any delay in the payment shall suspend the access to the Service for a period that could last one (1) month, without prior notice. If any payment is processed within this period, the Agreement will be automatically terminated for default of the Professional, eight (8) days after an unsuccessful formal notice sent by registered letter with return receipt to the Professional.

The termination of the Agreement due to the Professional’s fault will involve the consequences described in article 15 of the General Terms of Use.

9. DESCRIPTION OF THE SERVICE

The Service helps Clients with professional needs published in a Pitch on the Site to be connected with Advisors selected by wamow according to their profiles and skills.

The conditions under which the Match is implemented on the Site are described below.

9.1. PROVIDING A SECURE DASHBOARD

The entry into force of the Agreement allows the Professional to access a Dashboard on the Site allowing him to:

Manage their activity on the Site and their relations with other Professionals having access to the Service;

Elaborate their Pitches or Applications;

Download on their Dashboard their Contents;

The Professional will be solely liable for the content of their Dashboard.

However, the Professional authorizes wamow to make changes of the functionalities of their Dashboard as soon as they appear necessary for the benefit of the Professional or wamow. Any modifications made by wamow will be notified by email to the Professional within forty-eight (48) hours after the modification has been made by wamow.

9.2. ADVISOR SELECTION PROCESS BY THE CLIENT

Under their sole responsibility, the Client, alone or with the assistance of wamow, drafts the Pitch they intend to publish on the Site, as provided in the Article 8.3.

Pitches are published on the Site without mentioning the identity of the Client, except if the Client consciously clicked the tab allowing to identify them with a published Pitch.

In addition to the description of the potential Mission, each Pitch must be provided with the following data:

Date of completion of the consultation;

Date of selection of the Advisor to be entrusted with the Mission;

Date of completion of the Mission;

Budget allocated to the implementation of the project.

For every Pitch published on the Site, wamow selects one or more Advisors whose profiles and skills correspond to those fitting with the Mission described in his Pitch.

wamow activates the Matches by sending the Pitch to all the Advisors it has previously selected.

The first ten Advisors who have received the Pitch and who contacted the Client are divided into two groups of five Advisors constituted according to the order in which they have contacted the Client (Group 1 consists of the first five Advisors contacted the Client and Group 2 composed of the following five Advisors).

The Advisors from Group 1 are entitled to communicate with the Client through the internal messaging system provided by the Site, accessible from their Dashboard for the purpose of (i) obtaining additional information on the Mission described in the Pitch, (ii) explaining their skills and / iii) inform the Client of the terms and conditions under which they intend to provide the Mission described in the Pitch.

Each Advisor from Group 1 may withdraw at any time from the selection process relating to the Pitch and the Client may at any time remove one or several Advisors from Group 1 by means of the tab provided for this purpose.

The five Advisors of Group 2 are informed that they are pre-selected to apply for the Pitch but that they can only apply to the Client in case of withdrawal or removal of one or more Advisors from the Group 1.

At the end of the consultation indicated in the Pitch, the Client must select up to three (3) Advisors to whom they are likely to entrust the fulfillment of the Mission.

The three selected Advisors will be able to continue to exchange with them concerning the Mission but the Client must select the Advisor to entrust the Mission described in the Pitch no later than at the date of selection of the Advisor indicated in the Pitch.

Advisors rejected/eliminated by the Client and those who have withdrawn from their Application can no longer communicate with the Client on the Site for the Mission concerned.

The Professionals are informed that wamow is not involved in the process of selection of the Advisor who matched with the Pitch and that wamow’s role is confined to (i) the selection of Advisors to whom the Client is likely to entrust the fulfillment of the Mission described in the Pitch and (ii) the provision of the Service to Professionals.

The Clients and the Advisors negotiate together the operational, legal and financial conditions of their potential commercial collaboration for the fulfillment of the Mission described in the Pitch, under their own responsibility.

10. OBLIGATIONS OF THE PROFESSIONAL

10.1. ACCOUNTING AND FISCAL OBLIGATIONS

Each Professional shall deal personally with all tax and accounting obligations imposed by laws and regulations in respect to their own business.

Each Professional is solely liable for their declarations in relation with VAT applicable to the exploitation of their professional activity through the Service.

10.2. OBLIGATIONS TO COMPLY WITH ALL STIPULATIONS OF THE GENERAL TERMS OF USE

The Professional must strictly comply with the commitments ruled by the General Terms of Use. The Professional shall not being responsible of (i) any behavior likely to interrupt, suspend, slow down and prevent the continuity of the Service, (ii) any intrusions or attempts to intrude into the Site's systems, (iii) any misappropriation of Service resources, (iv) any actions which should impose a disproportionate burden on the Site's infrastructures, (v) any breach of security and authentication measures, and (vi) any act likely to infringe on the financial and commercial rights and interests and moral values ​​of wamow or other Professionals.

10.3. OBLIGATIONS RELATING TO PERSONAL DATA

It is prohibited for the Professional to use the contact details of other Professionals for purposes other than those for which these details have been revealed to him through the Service. Furthermore, the Professional undertakes to respect the Data Privacy Statement established by wamow.

Each Professional is solely responsible for the processing of the personal data collected on the Site or with the Service.

Each Professional is informed that any automatic processing of personal data as defined by the Law number 78-17 of January 6, 1978 of Data Protection is conditioned by the realization of a declaration with the French Administration named “Commission Nationale Informatique et Libertés”.

10.4. INSURANCE

Each Professional is obliged to subscribe any insurance covering their professional risks in order to grant the Missions with serenity.

10.5. PERSONAL USE

Each Account is exclusively intended for the personal use of the Professional who therefore undertakes not to allow any third party to use it in their place or on their behalf: their personal login (email address and passwords) of the Account and access to their Dashboard, except bearing full responsibility.

The Professional is also responsible for maintaining the confidentiality of their login for the use of the Service, as well as for their LinkedIn account. In the event of a breach of any of the provisions of this paragraph, wamow has the right to suspend or prevent access of the Professional Account at any time and without notice, without prejudice of their right to terminate the Agreement in the conditions defined in Article 15 hereunder. The Professional must immediately contact wamow on the e-mail addresses mentioned in article 18 of the General Terms of Use, if they notice that their account has been used without their authorization. They recognize the right of wamow to take all appropriate measures in such cases.

10.6. NON-COMMERCIAL USE

Except as expressly authorized in advance by wamow, it is prohibited for the Professional to trade, sell, grant, exchange and, more generally, negotiate all or part of the access to their Account and their Dashboard.

Any breach of that obligation shall give wamow the right to suspend or close the Professional's Account at any time and without prior notice.

By derogation of the provision defined in Article 10.5 and the Article 10.6, wamow may authorize a third party to access the Service under the conditions that wamow could provide if requested by the Professional.

11. PROFESSIONAL GUARANTEES

The Professional ensures wamow against any complaint, claim or action by third parties or Professionals in connection with:

their professional activity and the regulations applicable to that activity;

Content, Pitch or Application of any kind and in any form whatsoever (visual, editorial and graphic content, trademarks, products, etc ...), which remain under the sole and entire responsibility of the Professional who publishes them, in particular with respect of third party intellectual property rights or rights relating to personality etc… and without this list being restrictive, consumer law and the applicable regulations; In order to guarantee wamow, the Professional undertakes to take all appropriate measures to request from any interested third parties such authorizations as may be necessary. They guarantee to wamow that their Account and its Contents are not illegal, illicit and contrary to public order and morality;

in general, any fact of which the Professional is liable towards third parties.

In the event that wamow receives such a claim, the Professional undertakes to process it without delay as soon as wamow informs them and the Professional commits to take all the necessary course of actions to resolve it. The Professional as well undertakes to indemnify wamow against any and all costs, damages and expenses generally incurred by wamow in defending themselves or in any other way, including by court order.

12. GENERAL OBLIGATIONS OF WAMOW

wamow commits to provide the Services corresponding to the Formula chosen by the Professional with all the professionalism/competence required.

More generally, wamow undertakes to make its best efforts to ensure the operation, the organization and the functioning of the Service and to manage:

Relations with third party websites;

The organisation and functioning of the Service;

The tools allowing the Professionals to publish Pitches and make Appointments and use their Dashboard;

To provide technical support by providing a response within 48 hours after receiving report/notification reporting a malfunction of the Service;

13. EXCLUSION OF WARRANTY AND LIABILITY OF WAMOW

The Service is provided to the Professional without any implicit or explicit guarantee. wamow does not guarantee to the Professional:

that the Service, subject to constant research and improvement of its performance and progress, will be totally free from errors, defaults or defects;

that the Service specifically addressing the needs and expectations of the Professional, the Service being standard and in no way proposed to the Professional according to the personal constraints of the latter;

wamow has the right to temporarily interrupt access to the Site and / or Accounts for maintenance purposes and cannot be held liable for any disruptions or malfunctions of the Site. It is also specified that the Service may be dependent on the operation of certain third party sites (such as LinkedIn), any incident occurring on the Site due to a third party site, totally exempts wamow from any liability;

wamow does not guarantee the access to the Service for versions released more than five years from the publication date of the General Terms of Use, with the following browsers:

o Internet Explorer

o Previous FireFox

o Previous Chrome

o Previous Safari

wamow can not be held responsible for the content and the web links present on the Site, the Accounts, within the Pitches, the Applications and more generally within the Contents, the security or the Privacy Policy assumed by any third party websites and/or wamow partners website (such as Paypal, LinkedIn etc ...).

wamow shall never be liable for any damages of any kind whatsoever for any direct or indirect material, financial or moral damages which the Professional may claim as a result of use of the Service. If wamow had caused any prejudice to the Professional and WaMoW had been ordered to pay compensation notwithstanding the present exclusion of liability clause, the Professional acknowledges and expressly agrees that such liability may not exceed the total amount paid to wamow by the said Professional in the last six (6) months prior to the damaging event.

wamow can not be held responsible for the non-execution or bad performance of the contracts concluded between Advisors and Clients, to which wamow is only a third party, which the Professionals expressly acknowledge. The Professional guarantees wamow not to make any claim whatsoever on this subject.

14. INTELLECTUAL PROPERTY

14.1. CONTENT PROPERTY

wamow expressly acknowledges and agrees that the Content, as well as all tangible and intangible rights attached thereto, shall remain the full and entire property of the Professional who purports to be the owner thereof.

wamow expressly acknowledges and agrees that the Content, as well as all tangible and intangible rights attached thereto, remain the full and entire property of the Professional.

14.2. PROPERTY OF SITE AND SERVICE ELEMENTS

wamow's systems, software, structures, infrastructures, databases and content (texts, images, visuals, music, logos, brands, etc.) implemented by wamow as part of the Site and the Service are its exclusive property and are protected by all intellectual property rights in all countries. The Professional waives any claim to ownership of such items. Any disassembly, decompilation, decryption, extraction, re-use, copying and, more generally, all acts of reproduction, representation, dissemination and use of any of its elements, in whole or in part without wamow's authorization are strictly prohibited.

15. TERMINATION FOR BREACH

In the event of a breach by the Professional of any of the stipulations of these General Terms of Use or the laws and regulations, wamow has the right to terminate the Agreement at any time after sending, to the postal address filled in by the Professional, a formal notice by registered letter with return receipt that has remained unsuccessful for a period of eight (8) days.

The termination of the Agreement for a breach due to the Professional shall immediately stop the access to the Service according to the terms described and will not permit any refund of the sums already paid by the Professional.

The Professional shall no longer have any access to the Content and their activity on the Site which could be destroyed by wamow when the Professional Account is closed.

16. COMMUNICATION

During the Agreement Duration and within the two (2) years following the end of the Agreement Duration, either Party is duly authorized by the other Party, to freely quote name of the other Party and to reproduce its logo as a commercial reference. The Professional is entitled to refer to the Site and wamow is authorized to use the name of the Professionals as user of the Site and the Service.

More generally, the Professional declares to be informed and expressly agrees that wamow could use all advertising and promotional content on and off the Site concerning the Pitches and use statistical data concerning the Applications. In such cases, wamow shall not associate the identity of Clients with their Pitches and identity of Advisors with their Applications.

17. CONTACT

Any complaints or notices provided herein should be addressed by e-mail to contact@wamow.co or by registered mail with acknowledgment of receipt to the following address: SAS BestAdvizor - WaMoW - 18 Franklin Avenue Roosevelt, 75008 Paris.

They must include the surname, first name and contact details of the Professional. In the case of a complaint, the message must also include the reasons stated clearly and precisely.

18. PERSONAL DATA

The Professional acknowledges and accepts that the operation of the Service involves the computer processing of personal data. However, wamow undertakes to protect the personal data of the Professionals to which wamow will have access for the purposes of the Service, the latter being treated with the strictest confidentiality and utmost caution. Unless expressly requested to the Professional, the personal data collected will be used only for the operation of the Service and for the duration that it is necessary. Pursuant to Article 39 et seq. Of the French Law 78-17 voted on January 6th 1978 relating to data processing, files and liberty (Loi Informatique et Libertés), the Professional shall be informed of their legal right to obtain the communication and, where applicable, the correction or the deletion of the information concerning them, by sending their request to the following email address: privacy@wamow.co or by mail sent to the following address: 18, avenue Franklin Roosevelt, 75008 Paris.

In addition, wamow will collect certain personal information from the Professional in connection with the operation of the Service. This personal information will not be commercialized to any third parties.

The Professional may question wamow on the security issues of the Service by writing an email to privacy@wamow.co

19. SEVERABILITY

If one or more provisions of the General Terms and Conditions are considered invalid or declared to be invalid under a law, regulation or as a result of a final decision of a competent court, the remaining stipulations shall remain in full force and effect between the Parties.

20. CONTRACTUAL LANGUAGE

The General Terms of Use may be translated into several languages.

The Parties already agree that in case of discrepancy between the French version and the foreign language version, the French version will prevail and take precedence over the foreign version.

21. APPLICABLE LAW AND COMPETENT JURISDICTION

The General Terms and Conditions are governed by French law. In case of disagreement on the interpretation and / or execution, the Parties agree that, except in case of a judicial warranty claim, the Paris Commercial Court shall be the sole competent authority.