Version from 08 January 2014
MyBestPro SAS is a simplified joint stock company with a capital of 1.444.268,40 euros, registered with the Register of Commerce and Companies of Paris under registration number 478 444 474, whose headquarters are located at MyBestPro 1-5 rue du 8 Mai 1945 92110 Clichy, France (“MyBestPro SAS”).
WENGO is a community service based on a web contact platform managed by MyBestPro SAS (the “Platform” or “WENGO”); its purpose is to connect members wishing to supply online services (the “Providers”) with members wishing to have access to those services (the “Users”). Providers and Users are hereafter collectively or individually referred to as “Members” of the platform.
The Terms and Conditions (hereafter referred to as the “Terms and Conditions”) define the rights and obligations of any Member using the Platform as well as the responsibilities of MyBestPro SAS in managing the Platform.
This document is sub-divided into three parts:
In addition to the Terms and Conditions, the Member is invited to read and accept the following contractual documents (the “Ancillary Policies”) available by hyperlink:
By clicking the box agreeing to the Terms and Conditions, the Member acknowledges and consents to all Terms and Conditions as laid out in the Terms and Conditions and the Ancillary Policies. MyBestPro SAS cannot authorise the registration of a new Member as long as this Member has not accepted the Terms and Conditions.
If any terms of the Terms and Conditions contradict any terms of the Ancillary Policies, terms of the latter shall prevail.
Confidential codes: personal codes in the form of a username and a password enabling the Member access to his Personal Account.
Personal Account: personal profile page of any Member in which personal information is kept accessible on the Site to which the Member may have internet access, through the IVS or through iPhone application upon entering one’s Confidential Codes.
Participant: any individual having full legal capacity in accordance with French law and who is at least 18 years of age, or any legal person whose registration has been validated by MyBestPro SAS.
Platform or WENGO: technical platform linking Users and Providers administered by MyBestPro SAS in the capacity of an online broker.
Provider: any Member offering the supply of services on the platform in a professional or non-professional capacity and according to the conditions defined by the same.
Service: service provided by any Provider on the Platform at the request and for the benefit of a User.
Partner: website, print, or television station within the same group as MyBestPro or company, having an existing partnership agreement with MyBestPro SAS ensuring the promotion of Providers of the Services.
Customer Service: Support service dedicated to users who can be contacted via e-mail at firstname.lastname@example.org or by mail addressed to MyBestPro SAS, MyBestPro 1-5 rue du 8 Mai 1945 92110 Clichy, France.
Site:the MyBestPro SAS website accessible directly from the following URL: en.wengo.com or, indirectly, any URL address of a partner operated by MyBestPro SAS.
IVS: Interactive Voice Server allows any Member to access their Personal Account by telephone order and perform certain operations without going through the Site.
User: any Member receiving, at his request, the use of a service.
Subject to the specific conditions applicable to Providers, the following conditions need to be fulfilled before registration as a Member can take place:
As an individual:
As a professional:
Pre-registration on the Platform (“Registration”) is required before use of WENGO by the Member. The new Member must provide all information requested by the online registration form or by telephone in order to enable MyBestPro SAS to approve creation of the account. The Member agrees to complete all mandatory fields on the form and to communicate to MyBestPro SAS accurate, complete and up-to-date information in order to enable MyBestPro SAS to validate the creation of his personal account. It is not possible for MyBestPro SAS to check that all information provided during registration is accurate, complete and up-to-date. Therefore, any Member is liable towards both other Members and MyBestPro SAS with regard to the accuracy of the information provided.
The Member acknowledges that the supply of any erroneous, incomplete, misleading or outdated information during his registration is likely to incur liability both in regard to other Members and to MyBestPro SAS. The Member is fully responsible for updating the information provided and, consequently, must promptly notify MyBestPro SAS with regard to any change in the information provided during the registration process. The Member assumes full responsibility towards both other Members and MyBestPro SAS with regard to the consequences of any omission or negligence in this respect.
The Member, relying on information provided by other Members, needs to use his own judgement when selecting a Provider and needs to take all standard precautions as justified by the circumstances, notably in view of the Service offered.
MyBestPro SAS has the right, with immediate effect and without prior notice, to suspend or terminate the registration of any Member, in case of the provision of erroneous, incomplete, misleading or outdated information and insofar as this information has a significant impact on (i) the conditions of Services given by the Provider concerned as the authorisation or the declaration of the activity to the competent authorities or (ii) on the fulfilment of obligations – in particular financial – by the said Member, MyBestPro SAS may, at its own discretion, suspend or revoke the Personal Account of the Member with immediate effect and without notice in accordance with article I.10.
MyBestPro SAS may, at its discretion, terminate the suspension or allow the re-registration of a Member once erroneous, incomplete, misleading or outdated information has been corrected or should it be shown that:
Upon creation of a Personal Account, MyBestPro SAS assigns Confidential Codes to the Member.
MyBestPro SAS reserves the right to ask the Member to modify all or part of his Confidential Code, notably for regulatory, technical or safety reasons, without the Member being able to oppose and/or claim compensation of any kind in this instance.
The Member is fully responsible for keeping his password confidential as said password is necessary to access the Platform. The Member needs to take appropriate measures in order to prevent third parties from becoming aware of his password.
Any transaction, as defined in article I.7. below, for which the Member can be identified through his password will be accepted by the Platform and shall be binding upon said Member.
The Member undertakes to immediately change his password if there is reasonable ground to believe in a breach of confidentiality or that unauthorised persons have, or may have access to his password: in such case, MyBestPro SAS will promptly suspend access to WENGO by means of the previous password.
As the administrator of the MyBestPro SAS platform, MyBestPro SAS is an online broker and a technical intermediary introducing the Member to others through the Platform.
As laid out in the provisions of article I.7. below, MyBestPro SAS does not participate in the Services provided and is not party to any Transaction which is concluded directly between the Provider and the User. Therefore, except with regard to the provision of the Communications used on the Platform, MyBestPro SAS is not liable regarding the execution of any Transaction and provides no guarantee in relation to the proper execution of the Service or its payment by the User.
In particular, MyBestPro SAS does not interfere, has no control over, and is not responsible for:
MyBestPro takes the technical responsibility for processing payments on the Platform.
If a dispute arises between two Members in relation to a Transaction to which they are parties, said Members are advised to contact MyBestPro SAS via the webmail service available in the “Support” section of their Personal Account in order to report that a dispute has emerged between them especially if the dispute concerns complaints or refunds. In accordance with article 1.1 of the Settlement of Disputes policy, the parties to the dispute should have previously attempted to settle their dispute between them before contacting MyBestPro SAS.
MyBestPro SAS is not responsible for the content of websites accessible from links posted by Members. It is up to the Member to take all necessary precautions to ensure that any links made available by him are free from viruses, worms, Trojan horses and other items of a destructive nature that could potentially undermine the devices of other Members and of WENGO.
In Accessing MyBestPro SAS, the Member acknowledges and accepts to observe appropriate standards of behaviour based on no violation of the law in force, as well as moral values such as respect of others, courtesy, good faith and fairness. Any Member is entitled to report a violation of such appropriate standards by means of the rating system defined within the Rating Rules.
Any infringement of the law in force may be directly reported to MyBestPro SAS according to the provisions of article I.8. of the Terms and Conditions.
The Member acknowledges that he is solely responsible for the information that he makes available on the Platform. The Member acknowledges and undertakes to ensure that the data circulated through MyBestPro SAS does not violate any law in force. In this respect, MyBestPro SAS is entitled to withdraw from the Platform any content, data, information or offer of a Provider that is clearly illegal, or inappropriate of which MyBestPro SAS may become aware of, and to irrevocably suspend or terminate without prior notice the Registration of said Member.
The Member acknowledges and undertakes to circulate information that is fair, true and legitimate only. Moreover, the Member is prohibited from:
Any infringement by third parties, or act likely to be qualified as such, of which the Member is aware, must be reported to MyBestPro SAS which will proceed to prosecute the case reported.
All brands and logos, including property logos and marks belonging to MyBestPro SAS or its partners are protected by appropriate records from the relevant offices.
Websites: All text, images, icons, designs, graphics, photographs, programs and other components of the Websites are the property of MyBestPro SAS or its partners and are protected by French copyright laws.
Any commercial or non-commercial use of images, texts, icons, designs, graphics, photographs, programs and other components of the Websites without the prior written consent of MyBestPro SAS or its partners is strictly prohibited.
MyBestPro SAS assumes no liability whatsoever in the event of an infringement action between the Members, or more generally, in the event of any infringement action filed by a third party to a Member.
When a User wants to order a Service, the User must first accept the Terms and Conditions applicable before requesting to contact the Provider of such Service (“Connection Request”).
The Connection Request is valid once: i) the User has acknowledged and accepted Terms and Conditions applicable to the Service ordered and ii) the Provider has acknowledged receiving the User’s acceptance.
However, a Service contract (“Transaction”) is binding between the User and the Provider as soon as:
The User acknowledges that the Connection Request does not constitute acceptance of a binding offer of Service; the Transaction will be executed if the Provider acknowledges and accepts the Connection Request
The User will not be charged prior to the start of the Communication selected to provide the Service according to the provisions of article 4 of the Pricing and Payment Policy.
Payment of the Transaction is carried out by one of the secure payment methods available to the Members by MyBestPro SAS, of which, but not limited to: (i) bank/debit card (ii) WENGO card valid for a Service. The conditions and the procedures governing such payment methods are detailed in the associated regulations in the Princing and Payment Policy.
The Member acknowledges and agrees that any Transaction is governed by the laws of France irrespective of the country of residence of the User or of the Provider and irrespective of the geographical location where the Service is issued and received.
If provisions of the Terms and Conditions are violated or in case of any unlawful misconduct of a Member, MyBestPro SAS is entitled to withdraw immediately the problematic content from the Platform without notice and/or to suspend or terminate the registration of said Member, or to take any other appropriate measures against him; such measures may consist of a warning, a suspension or a termination of his Registration.
By virtue of article 6 of French Law No. 2004-575 of 21 June 2004, MyBestPro SAS is not bound to monitor the data and content available on the Platform, nor is it bound to look for evidence or circumstances disclosing unlawful activity.
In the event that a Member should become aware of any infringement of a law in force and in particular of any content that is anti-Semitic, revisionist, incites racial hatred or discrimination or vindicates crimes against humanity, or connected with child pornography, the Member acknowledges and undertakes to immediately alert MyBestPro SAS by contacting the customer services by e-mail and to provide information identifying the offending content and/or the perpetrator.
Every Member acknowledges and undertakes to protect and indemnify MyBestPro SAS (along with its management and staff) against the consequences of any claim from a third party resulting from the violation by the Member of the provisions of the Terms and Conditions, any law in force, intellectual property rights or the failure by said Member to fulfil a Transaction. The Member acknowledges and undertakes to co-operate fully in defending claims and in negotiating settlement in relation with a dispute about a Transaction according to the provisions of the Settlement of Disputes Policy.
MyBestPro SAS assumes no obligation other than those pursuant to its role as an online broker and Platform manager. MyBestPro SAS does not provide any guarantee as to the availability or performance of the Platform and the Member cannot attempt to seek to render MyBestPro SAS liable for any loss of earnings or lost opportunity or loss of turnover.
In any event, MyBestPro SAS is only liable for direct and predictable loss or damage suffered by Members that are caused by any breach in MyBestPro SAS’s obligations as a consequence of the Terms and Conditions or of the law in force, limited to the sum of one hundred and fifty (150) euros per Member for damage.
The limitation of liability stipulated above does not apply in the event of malicious intent or gross negligence by MyBestPro SAS, in the event of personal bodily injury or when the Member is a consumer and the limitation contravenes regulations protecting consumers.
Members are liable for any direct or indirect harm or loss or damage, either tangible or intangible, suffered by MyBestPro SAS and/or to any third party.
The Member accepts to indemnify MyBestPro SAS from losses, expenses, damages and costs, to a reasonable extent, resulting from non-compliance with the Rules.
MyBestPro SAS is entitled to terminate as of right, irrevocably and without notice, the Registration of a MyBestPro SAS Member in the event of violation of the Terms and Conditions or any infringement of the law in force. MyBestPro SAS serves notice to Members electronically, to eliminate the aforementioned violation, within a period of forty eight (48) hours.
When the Member is likely to be able to remedy breach, MyBestPro SAS is entitled to start by officially notifying the Member of the need to remedy said breach. This official notice will, if applicable, be combined with suspending the Member’s MyBestPro SAS registration access.
The Member may delete his Personal Account on the platform at any time by contacting the customer service and subject to full payment of all amounts due for services rendered.
MyBestPro SAS is entitled, at its sole discretion, to stop operation of the Platform with respect to a prior notice of one (1) month starting from the notification date of the cessation of MyBestPro SAS without such a decision rendering MyBestPro SAS liable in any capacity whatsoever. Under the same conditions, MyBestPro SAS reserves the right to terminate, at its sole discretion, the provision of Services category on the platform and without such a termination incurring MyBestPro SAS liable in any capacity whatsoever.
MyBestPro SAS is entitled to modify the Terms and Conditions, the Ancillary Policies, the Price List and MyBestPro SAS’s features at any time.
Amendments will be notified to Members in their Personal Account within a period of between fifteen (15) and thirty (30) days preceding their coming into force, unless they are imposed by an imperative rule or legal ruling, in which case they will come into force immediately.
All Members connecting to MyBestPro SAS and/or maintaining their Service offers on the Platform after such amendments enter into force will be irrefragably deemed to have accepted them.
Members acknowledge and accept that the saving and backing up of data (including any connection data) carried out on the Platform (“Electronic Documentation”) will have full evidential value both between Providers and Users with regard to Transactions and between Members and MyBestPro SAS. Consequently, Electronic Documentation (including its date and time) will be conclusive in any dispute between the parties unless the party against which Electronic Documentation is invoked demonstrates a defect in the reliability of such Electronic Documentation.
The Member acknowledges, in its contractual relations with MyBestPro SAS, the validity and the probative value of e-mails. Similarly, call logs, summarising phone calls made by the Member and serving as a basis for invoicing, as well as their reproduction on cards, optical or magnetic discs and magnetic tapes, kept by MyBestPro SAS are binding to the Member as evidence.
MyBestPro SAS will keep Electronic Documentation about Transactions on behalf of the Members. All Members may have access to Electronic Documentation relating to Transactions involving themselves by sending a request to MyBestPro SAS.
Governing law and jurisdiction: The Terms and Conditions are governed by the laws of France. Any dispute between a Member and MyBestPro SAS which is not settled will be brought before the courts of Paris, except in the event that such an election of jurisdiction is not binding on the Member in the Member’s capacity as a consumer.
Partial nullity: Any clause in the Terms and Conditions or in one of the Ancillary Policies which may come to be declared void or unlawful by a judge will become unenforceable but this nullity will not negatively impact the other stipulations nor affect the validity of the Terms and Conditions or Ancillary Policies concerned taken as a whole nor their legal enforceability.
Force majeure: Parties will not be held liable nor deemed to have breached the provisions of the Terms and Conditions for any delay or failure to perform when the cause of the delay or failure to perform is related to a case of force majeure as defined by case law of France.
MyBestPro SAS cannot be held liable to the Member or any third party for possible deterioration, suspension or interruption of the operation of tools due to force majeure, facts occurring from a third party or from the Member, as well as unavoidable hazards arising from technology and the complexity of the implementation of Tools.
In case of force majeure, the obligations of MyBestPro SAS and the Member are suspended throughout their duration.
Independence of the Members: Members participate in the Platform in an independent manner and MyBestPro SAS Registration does not create any relationship of subordination, agency, de facto company, partnership or representation (other than when express permission is given to MyBestPro SAS by the Provider to carry out operations according to the Terms and Conditions or a clause in an Ancillary Policy).
Notice: Any notice provided by the Internal Regulations should be made by the Participant to MyBestPro SAS by registered mail with return receipt to the following address: MyBestPro, Customer Service, MyBestPro 1-5 rue du 8 Mai 1945 92110 Clichy, France.
Cession: MyBestPro SAS reserves the right to transfer, to any company of his choice, all or a portion of the rights and obligations arising from the Member and MyBestPro SAS.
APPLICABLE LAW – JURISDICTION
THE RULES ARE SUBJECT TO FRENCH LAW. ANY DISPUTE BETWEEN A MEMBER AND MyBestPro SAS THAT CANNOT BE RESOLVED IN A CONSENSUAL MANNER WILL BE BROUGHT BEFORE THE HIGH COURT OF PARIS EXCEPT IN CASES WHERE SUCH CONTRACTUAL ATTRIBUTION OF JURISDICTION SHALL NOT BE ENFORCED TO THE MEMBER IN HIS CAPACITY AS A CONSUMER.
MyBestPro SAS validates the registration of Providers after verifying the information provided by each Provider.
Thus, MyBestPro SAS reserves the right to request additional information, including statements submitted by Providers to tax and social security authorities, taking into account a Provider’s obligations in accordance with legal provisions.
Moreover, the regular outcome of online Transactions may determine the liability of regularisation to managing bodies of social security contributions management organisations (health insurance etc.).
The advisor is informed that providing services on the platform (or any other site or marketplace) in a standard manner makes him subject to reporting obligations, particularly with tax and social authorities. Thus, Transactions on the Platform are likely to result in an obligation to reporting to the tax authorities and may subject the Provider to various taxes such as Value Added Tax (“VAT”) and territorial economic contribution.
The Provider acknowledges being up to date with payment of all taxes, in addition to taxes resulting from Transactions on the Platform.
It is therefore recommended to non-commercial Providers to approach these organisations in order to obtain the relevant information concerning membership criteria and obligations.
WENGO reserves the right to select Providers and to limit the number on the basis of:
Each Provider can open a Facebook account that will be powered by the content of his profile page as well as his blog available on the Platform and any other elements. Each Provider agrees to respect the Terms and Conditions applicable to the social network Facebook.
All Transactions that occur through the intermediary of the Platform are concluded directly between the Provider and the User. Consequently, the Provider is solely responsible for the terms of the contract concluded with the User. As such, Providers acknowledge and undertake to abide by the applicable legislative provisions.
The Provider should describe as accurately and precisely as possible the purpose, price and features of the Service offered, prior to any Transaction, based on the indications provided by MyBestPro SAS in the “Service Creation” section.
In general, the Provider guarantees that he is entitled to provide the Services offered in accordance with applicable laws and regulations.
The Provider is liable to Users, MyBestPro SAS, third parties and the competent authorities with regard to any violation of the laws in force applicable to the Services provided.
The Provider acknowledges and undertakes not to use the execution of a Transaction in order to promote services other than those offered on the Platform or to offer electronic communication services in competition with MyBestPro SAS Services. The Provider also undertakes not to promote his personal website as part of services rendered.
MyBestPro SAS reiterates that the Providers delivering services on the Platform in a commercial capacity are subject to certain specific obligations, such as registration to the Trade and Companies’ Register, book-keeping in accordance with applicable rules, VAT payment and other applicable taxes.
If the Provider is in a professional capacity, he is required to comply with all rules laid down in consumer protection laws and in particular, the obligations under L. 111-1 and L. 121-18 and to follow French Civil Code applicable to contracts signed online.
Pursuant to article L. 121-18 of the French Consumer Code, the Provider acting in a business capacity must make the following information easily, directly and permanently available to the User:
The Provider, acting in a professional capacity, acknowledges that once he habitually carries out Service business on the Platform (or on any other site or marketplace), he is subject to specific reporting and taxation obligations. In the case of a change in status following registration to the Site, the Provider agrees to promptly amend or supplement the information provided during registration. Hence, regularly concluding Transactions on the Platform is liable to result in an obligation to report to the tax authorities and in becoming subject to various taxes such as Value Added Tax or the French local business tax. The Provider acknowledges liability for all taxes resulting from Transactions concluded on the Platform.
All copywriting, graphical, photographic or sound content describing the Services (“Advertising”) hosted on the Platform (or accessible from it) must respect the undertakings laid down in article I.5. of the Terms and Conditions. MyBestPro SAS outlines that it exercises no editorial control over Advertising but it may however withdraw any Advertising that is unlawful or contrary to the provisions of the Terms and Conditions of which it may become aware, in accordance with the Statement of Moderation.
When necessary, the Provider grants MyBestPro SAS a non-exclusive and free license to use the Advertising in order to enable reproduction and representation on the Platform, on Partner sites, on search engines as well as on affiliate networks. The Provider protects MyBestPro SAS in this respect from any allegations of property rights infringement under the Terms and Conditions defined in the Statement of Moderation.
Notwithstanding article I.10., where the Provider has failed to fulfill one or more of his obligations, MyBestPro SAS will suspend access to the platform for a maximum of three (3) months. The Provider will be notified of this measure by letter/e-mail.
This shall particularly apply in the case of a Provider engaging in conduct that is prejudicial to MyBestPro SAS, which may constitute an act of unfair competition on the application of Article 1382 of the Civil Code.
The Personal Account of the Provider will be reactivated within a reasonable time from the moment the Provider has sent to MyBestPro SAS evidence that he has put an end to the infringement.
In case of repetition from the Provider, MyBestPro SAS reserves the right to remove, without notice, his Personal Account.
In addition to article I.13., the Provider expressly and conclusively acknowledges that recordings related to remote communications used (including telephone and computer) carried out by MyBestPro SAS have strong probative value both between the Provider and his Users as part of the Transactions between the Provider and MyBestPro SAS. MyBestPro SAS may proceed to such recordings subject to prior notification of the relevant Users.
The Provider expressly authorises MyBestPro SAS to record exchanges made by means of remote communication (including telephone conversations and e-mail exchanges) and expressly accepts that the evidence of his oral and written communications results in the registration of these exchanges by MyBestPro SAS.
The User acknowledges and undertakes to use the Platform in good faith and solely for the purposes of using the Services offered by Providers.
During the process of online Registration, the User is responsible to determine which information will be visible to Members, given that for Transactions conducted in a professional capacity, the User can only recover the Value Added Tax paid if the User’s surname and forename or registered business name appear on the Transaction summary that Users will receive from Providers according to article 1 of the Pricing and Payment Policy and pursuant to French tax legislation.
Any dispute over the quality or conformity of Services must be dealt with according to the Procedure for the Settlement of Disputes policy within six (6) months from the completion of the Transaction.
The User shall not attempt to persuade the Provider with whom the User is in contact to provide Services of unlawful nature or in violation with the Terms and Conditions or as laid down by article II.1 of the Moderation Charter. The Provider is also prohibited from encouraging the User to avail of Services offered by the former outside of the Platform.
The Member agrees to comply with all legal and regulatory requirements as well as all the terms of the Terms and Conditions.
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