Welii offers a "Software as a Service (SaaS) platform, known as "SaaS Buying and Management Platform". (the "Platform"), allowing Clients to :
- identify, centralize, control and manage their SaaS applications (the "Applications"), in particular by unifying and automating data relating to to Applications such as costs, users, usage via "Single Sign On" (SSO) integrations, financial integrations (NetSuite, Sage, etc.) and direct integrations (SalesForce, Asana, Slack, etc.),
- have access to data analysis tools that allow them to understand the use of applications, simplify stakeholder interactions through workflow customs, and educate teams on the economic, legal and financial issues surrounding applications ,
- aassistance and support for customers throughout the purchasing process for a new need for applications
(the "Services").
The Platform and the Services are operated by Welii, a simplified joint stock company, registered in the Paris Trade and Companies Register under the number 894 238 070 ("Welii")
Client may contact Welii at the following email address contact@welii.io
The contractual relationship between the Client and Welii is governed, in descending hierarchical order, by the following documents:
The quote (the "Quote")
- It is established on the basis of the Customer's needs,
- The Customer must accept it in writing (including by email) within the period indicated on the Quotation. This acceptance implies acceptance of the General Conditions in their version in force at the date of the Quotation
- In case of contradiction, the Quotation prevails over the General Conditions
- In case of contradiction, the most recent Quotation prevails over the
oldest one(s)
The general conditions (the "General Conditions") They define:
- The terms of use of Welii,
- The respective obligations of the parties.
The Platform and the Services are accessible to any legal entity acting through a natural person who has the power or authority to enter into a contract in the name of the Customer and on its behalf.
The Customer is a professional, understood as any natural or legal person acting for purposes within the scope of his commercial, industrial, artisanal, liberal or agricultural activity, including when he acts in the name or on behalf of another professional.
To subscribe to the Services, the Client can contact Welii at requesting a demonstration on the website or by contacting Welii directly at the coordinates mentioned in the article " Platform and Services Operator, contact ". Once the functionality is available, thehe Customer can also fill in the the form The Client must fill in the form provided on the Platform and provide Welii with all the information marked as compulsory.
Welii then takes care of the creation a customer area (l' " Customer area "). To do so, the Client will have to communicate the required information. The Client will be able to connect to his Client Area through a connection via a SSO as mentioned on the Platform.
Once theCustomer Area created, the Customer can freely create accesses for users to benefit from the Services (the "Users").
The Customer is solely responsible for the creation of accesses for the Users and their personal use of the Platform.
The Client can access the Services on the Platform. The provision of the Services involves the use of APIs made available by Welii that the Client must integrate into its IT system.
For the purposes hereof, the term Platform includes APIs.
The Services to which the Customer has subscribed are described in the Quotation.
Any request for modification or addition of the subscribed Services will have to be the subject of a complementary Quotation
The Services are limited to the Customer's SaaS applications for professional use. Therefore, any Customer application that is not SaaS type and/or used for personal purposes by the Customer are excluded from the scope of the Services.
● Maintenance
The Customer benefits during the duration of the Services from maintenance, which may consist of:
- corrective maintenance, with Welii making its best efforts to provide corrective maintenance to the Client to correct any malfunction or bug found on the Platform,
- Evolutionary maintenance, which Welii may perform automatically and without prior notice. Evolutionary maintenance includes improvements to the functionality of the Platform and/or technical facilities used within the Platform (to introduce minor or major extensions),
- Planned maintenance, which may include corrective and evolutionary maintenance.
As part of this maintenance, access to the Platform may be limited or suspended.
● Accommodation:
Welii provides, under the terms of an obligation of means, the hosting of the Platform, as well as the data produced and/or entered by/on the Platform, on its servers or through the intermediary of a professional hosting provider, and on servers located in a territory of the European Union.
● Technical assistance:
In case of difficulty encountered while using the Services, the Client can contact Welii at the coordinates mentioned in the article " Platform and Services Operator, contact ".
Customer subscribes to the Services on a subscription basis (the "Subscription").
The Subscription is concluded for an initial period of 12 months from the date of its signature by the Parties.
It will then be tacitly renewed for successive periods of the same duration as the initial period, (together with the initial period, the "Periods"), from date to date, unless terminated by either party, addressed to the other party under the conditions provided for in the article "Termination of Services".
The prices of the Services to which the Customer has subscribed are indicated in the Quotation.
The prices can be revised at any time under the conditions of the article "Modification of the General Conditions".
In the event that an exchange rate is applied, the Client will be responsible for any exchange fees applicable at the time of payment of the price. If applicable, the Client is solely responsible for the payment of all bank charges related to the payment of the prices, with the exception of Welii's bank charges.
Any Period started is due in its entirety.
Welii is free to offer promotional offers or price reductions.
Welii will send the Client an invoice at the beginning of each Period by any useful means and in particular by email payable within a maximum period of 30 days from its issue.
Unless otherwise specified in the Quotation, payment for the Services will be made by bank transfer to the address indicated on Welii's invoices.
The Client guarantees Welii that they have the necessary authorizations to use this method of payment.
In case of default or late payment, Welii reserves the right, from the day after the due date on the invoice, to :
- To pronounce the forfeiture of the term of all the sums owed to it by the Customer and their immediate payability,
- Immediately suspend the Services in progress until payment in full of the amounts due,
- To invoice to its profit of an interest of delay equal to 3 times the legal interest rate, based on the amount of the sums not paid at the due date and of a fixed allowance of 40 euros for the expenses of recovery, without prejudice to an additional compensation if the expenses of recovery effectively exposed are higher than this amount.
The Customer has a right of withdrawal if he/she is a professional with 5 employees or less, (ii) is purchasing a good or service that is not within his/her main field of activity (i.e. not related to the Services) and (iii) the contract is concluded "off-premises", namely :
- in a location, different from Welii's premises, where Welii and the Client were physically present together and simultaneously,
- at the Client's premises or by means of a remote communication technique, immediately after Welii has personally and individually solicited the Client (i) at a location other than Welii's premises and (ii) where Welii and the Client were physically present together simultaneously,
This right of withdrawal is 14 calendar days from the signature of the Quote. The Client can exercise this right free of charge by sending to Welii before the end of this period to the address mentioned in the article " Platform and Services Operator, contact ":
- the completed withdrawal form available here,
- or any other unambiguous statement expressing the Customer's wish to withdraw.
If the Client exercises their right of withdrawal, Welii will refund all payments received, using the same means of payment that the Client used (unless the Client expressly accepts a different means), without undue delay and no later than 14 calendar days from the day that Welii was informed of the Client's wish to withdraw.
If Client requests that Services begin prior to the expiration of the withdrawal period, Client will only be liable for the prorated price of Services provided up to the date that Welii was informed of Client's desire to withdraw.
The Platform is the property of Welii, as well as the software, infrastructures, databases and content of any kind (texts, images, visuals, music, logos, brands, etc.) that it uses. They are protected by all intellectual
property rights or database producers' rights in force. The license granted by Welii to the Client does not entail any transfer of ownership.
The Customer and the Users benefit from a non-exclusive and non-transferable license to use the Platform in SaaS mode for the duration specified in the article "Duration of the Services".
The Customer may make testimonials regarding his use of the Services. Client agrees that Welii may:
- to disseminate the testimonies free of charge on the Platform and on all other French or foreign websites, published by all companies with which Welii has agreements, by any means and on any medium, for the purpose of promoting the Platform,
- translate testimonies into all languages,
- modify (in particular the framing, the format and the colors) and/or adapt the testimonies (in particular to the technical constraints of the Platform (alterations or degradations in their quality))
The Client authorizes Welii to use, free of charge, the image attached to their Client Space as well as their name and voice captured in the video testimonials that Welii has produced in order to promote its Services, by any means and on any medium, for the entire world and for the duration of the subscription to its Services.
The Client warrants to us that it has obtained, free of charge, the necessary authorizations to use the names and voices of the Users captured in the video testimonials that Welii has produced in order to promote its Services, by any means and on any medium, for the entire world, for the duration of the subscription to its Services.
The Client agrees to provide Welii with all information necessary for the subscription and use of the Services.
The Client is solely responsible for all documents, materials, data and information provided to Welii and in particular for their accuracy and completeness. The Client acknowledges and agrees that Welii may use such materials (excluding any personal data), and in particular the supplier ledger, in order to enrich the Platform.
The Client:
- guarantees that the information transmitted to Welii is accurate and undertakes to keep it up to date,
- recognizes that this information is proof of his identity and commits himself as soon as it is validated,
- is responsible for maintaining confidentiality and security of its accesses . Any access to the Platform using the latter is deemed to be made by him.
The Client must immediately contact Welii at the coordinates mentioned in the article " Platform and Services Operator, contact " if he notices that his Client Area has been used without his knowledge. The Client acknowledges that Welii will have the right to take all appropriate measures in such a case.
The Customer is solely responsible for the creation of accesses for the Users and for setting their access rights.
Customer is responsible for its use of the Services and any information it shares in connection therewith. He is also responsible for the use of the Services and any information shared by the Users. The Customer agrees that the Services will be used exclusively by the Customer and/or the Users, who are subject to the same obligations as the Customer in their use of the Services.
The Customer shall not misuse the Services for purposes other than those for which they were designed, including but not limited to:
- engage in illegal or fraudulent activity,
- undermine public order and morality,
- infringe upon third parties or their rights in any way,
- violate any contractual, legislative or regulatory provision,
- Engage in any activity that interferes with a third party's computer system, particularly for the purpose of violating its integrity or security,
- carry out maneuvers to promote its services and/or sites or those of a third party,
- assist or induce a third party to commit one or more of the acts or activities listed above. The Customer also refrains from:
- copy, modify, or misappropriate any Welii property or concept used by Welii in connection with the Services,
- Engage in any conduct that interferes with or hijacks Welii's computer systems or breaches its computer security measures,
- prejudice Welii's financial, commercial or moral rights and interests,
- market, transfer, or otherwise provide access to the Services, information hosted on the Platform, or any other Welii property.
The Client indemnifies Welii against any claim and/or action that may be brought against it as a result of the breach of any of the Client's obligations. The Client will indemnify Welii for any damage suffered and reimburse Welii for any sums it may have to bear as a result.
Welii is committed to providing the Services with due diligence, but is bound by an obligation of means.
Welii makes every effort to provide the Client with quality Services. To this end, Welii regularly checks the functioning and accessibility of its Services and may perform maintenance under the conditions specified in the article "Maintenance".
However, Welii is not responsible for any difficulties or temporary inability to access its Services due to :
- circumstances external to its network (and in particular the partial or total failure of the Customer's servers)
- the failure of equipment, cabling, services or networks not included in its Services or not under its control,
- the interruption of the Services due to telecom operators or Internet access providers,
- of the Customer's intervention, in particular through a bad configuration applied to the Services,
- a case of force majeure.
Welii will not be held responsible for any errors, misprints, or omissions in the Client's data processed, including the consequences of said errors on the Services provided.
Welii is responsible for the operation of its servers, the outer limits of which are the connection points.
Furthermore, it does not guarantee that the :
- subject to constant research to improve performance and progress, will be totally free of errors,
defects or faults,
- being standard and not proposed according to the personal constraints of the Customer, will specifically meet his needs and expectations.
Welii makes its best efforts to maintain 24/7 access to the Platform except in the case of maintenance as defined in the article "Maintenance" or in case of force majeure.
Welii makes its best efforts to safeguard the data produced and/or entered by/on the Platform.
Except in the case of proven misconduct on the part of Welii, Welii is not responsible for any loss of data during maintenance operations.
Welii provides sufficient storage capacity for the operation of the Services.
Welii will make its best efforts to ensure the security of the data by implementing measures to protect the infrastructures and the Platform, to detect and prevent malicious acts and to recover the data. In this respect, Welii will make its best efforts to protect the Client's computer systems concerned by the Services, in particular against any degradation that could be caused by a computer virus resulting from the interconnection operations carried out in the framework of the provision of the Services.
Welii may use subcontractors in the performance of the Services, who are subject to the same obligations as Welii in the performance of the Services. Nevertheless, Welii remains solely responsible for the proper execution of the Services with respect to the Client.
Welii may substitute any person who will be subrogated in all its rights and obligations under its contractual relationship with the Client. Welii will inform you of this substitution by any written means.
Welii's liability is limited to proven direct damages that the Client suffers as a result of using the Services. In any case, Welii's responsibility cannot be engaged for an amount superior to the amounts it has received
during the 12 months preceding the event that generated the liability or the duration of the provision of the Services if this duration is shorter.
Proof may be established by any means.
The Client is informed that the data collected on the Platform and Welii's computer equipment constitute the main mode of proof admitted, notably to demonstrate the reality of the Services performed and the calculation of their price.
The Parties undertake to comply with their respective obligations under the applicable legislation on the protection of personal data, in particular the French Data Protection Act n°78-17 of 6 January 1978 as amended and the General Data Protection Regulation n°2016/679 (the "Applicable Regulations").
The personal data concerning the interlocutors of a Party involved in the execution of these General Conditions are collected and/or processed by the other Party in its capacity as data controller within the meaning of the applicable Regulations.
This data is processed for the purpose of managing the commercial relationship (invoicing, monitoring of the contractual relationship) and for compliance with any legal and regulatory obligations. This processing is based on the execution of the present General Conditions or on the respect of the legal obligations applicable to the Parties.
The data is kept for the time strictly necessary to manage the contractual relationship between the Parties. The staff of the Party responsible for processing the data, its control departments (auditors in particular) and its subcontractors may have access to the said data.
It may give rise to the exercise by data subjects of their right (i) to obtain communication and, where appropriate, rectification or deletion of data concerning him or her, (ii) to request erasure or restriction of processing, (iii) to object to processing on legitimate grounds, (iv) to request portability of data concerning him or her, in order to retrieve and retain them, and (v) to lodge a complaint with a competent supervisory authority.
The purpose of this clause is to define the conditions under which Welii undertakes, on behalf of the Client, the processing of personal data described below in the capacity of subcontractor within the meaning of the applicable Regulations.
● General provisions
The purpose of this clause is to define the conditions under which Welii undertakes, on behalf of the Client, the processing of personal data described below.
● Description of the outsourced processing
Within the framework of the Services, Welii is required to process personal data in the name and on behalf of the Client as a subcontractor, while the Client acts as a data controller in the sense of the applicable
Regulations. The characteristics of the processing are described in Annex 1 of the present General Conditions.
● Welii's Obligations to the Client
- Data processing:
Welii will only process personal data for the purposes listed in Appendix 1 and in accordance with the documented instructions of the Client, including the transfer of data outside the European Union. Welii will inform Client if, in its opinion, an instruction constitutes a violation of the Applicable Regulations. In addition, if Welii is required to transfer data to a third country or international organization under the law applicable to these Terms and Conditions, Welii must inform the Client of this legal obligation prior to processing, unless the relevant law prohibits such information on important public interest grounds.
- Data security and privacy:
Welii is committed to implementing appropriate technical and organizational measures to ensure the security and integrity of personal data, their backup and the restoration of their availability in case of physical or technical incident. Welii also ensures that the persons authorized to process personal data are subject to the obligation to maintain confidentiality.
- Other subcontractors :
Welii is authorized to use the subcontractors (the "Subcontractor") listed in Appendix 1 of these Terms and Conditions to conduct specific processing activities. In the event of a change in the list of authorized Subcontractors, Welii will inform the Client in advance in writing. This information shall clearly indicate the processing activities subcontracted, the identity and contact information of the Subcontractor. The Client has a period of 15 days from the date of receipt of this information to present its legitimate and motivated objections. If no objections are notified within this period, the Customer will be deemed to have accepted the use of the Subcontractor.
The Subsequent Subcontractor is required to comply with the obligations of these Terms and Conditions on behalf of and according to the instructions of the Client. It is Welii's responsibility to ensure that the Subsequent Subcontractor presents the same sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the applicable Regulations. If the Subcontractor does not fulfill its data protection obligations, Welii remains fully responsible to Client for the Subcontractor's performance of its obligations.
- Transfer of personal data outside the European Union :
Welii is authorized to transfer personal data processed under these Terms and Conditions to countries outside of the European Union, subject to the implementation of appropriate safeguards as defined in Chapter V of the aforementioned regulation.
- Assistance and information provision:
Welii is committed to assisting the Client and responding as soon as possible to any request for information made by the Client, whether it be in the context of a request for the exercise of their rights by the data subjects, an impact analysis, or a request made by the data protection authorities or the Client's data protection officer.
- Personal Data Breach Notification:
Welii will notify the Client as soon as possible after becoming aware of any personal data breach and will provide the Client with all relevant information and documentation related to the breach.
- Data Fate:
Welii will, at its option, delete personal data upon the expiration of these Terms and Conditions or return it to the Client and will not retain a copy of the data, except as required by Applicable Law.
- Documentation:
Welii will make available to the Client, upon request, all information and documents necessary to demonstrate compliance with its obligations and to allow for audits to be conducted. The Client may conduct audits once a year at its own expense to verify Welii's compliance with the obligations set forth in this article. Client will notify Welii of the audit with a minimum of 2 weeks notice. Welii reserves the right to refuse the identity of the selected auditor if it belongs to a competing company. The audit will have to be carried out during Welii's working hours and in such a way as to disrupt its activity as little as possible. The audit shall not in any way affect (i) the technical and organizational security measures deployed by Welii, (ii) the security and confidentiality of Welii's other clients' data, (iii) or the proper functioning and organization of Welii's production. To the extent possible, the Parties will agree in advance on the scope of the audit. The audit report will be sent to Welii in order to allow Welii to formulate its possible observations or remarks in writing, which will be attached to the final version of the audit report. Each audit report will be considered as confidential information.
- Client's obligations to Welii: The Client agrees to:
(a) provide Welii with the personal data listed in Appendix 1, excluding any irrelevant, disproportionate or unnecessary personal data, and excluding any "special" data as defined in the applicable Regulations, except where justified by the processing operations, it being the responsibility of the Client to establish such justifications and to take all measures, including prior information, consent and security measures, appropriate for such special data;
(b) to collect under its responsibility, in a lawful, fair and transparent manner, the personal data provided to Welii, for the execution of its services, and in particular, to ensure the legal basis of this collection and the information due to the persons concerned;
(c) keep a register of processing and, more generally, respect the principles of the applicable regulations;
(d) ensure beforehand and throughout the duration of the treatment, the respect of the obligations provided for by the applicable Regulations.
At the end of the contractual relationship, whatever the cause, and upon the Client's request, Welii may proceed with the reversibility of this data in order to allow the Client, or any service provider of its choice, to resume the services that are the object of the present contract under normal operating conditions ensuring the continuity of the said services, on the system that the Client has selected.
Unless otherwise specified in the Quotation, all services related to reversibility will be quoted by Welii within a maximum of 3 weeks from the Client's request.
Welii commits to perform the relevant services within 30 days of the Client's acceptance of the above quote. Client agrees to actively cooperate with Welii to facilitate the retrieval of data and information.
It is expressly agreed between the parties that Welii will be relieved of its obligation to provide the above mentioned reversibility services as long as the Client has not paid all the invoices issued by Welii for the execution of the present contract.
Welii also agrees to destroy such data and information and not to retain any copies.
The Client expressly authorizes Welii to use its name, brand and logo, as well as any reference to the Client's website, or to the Client's prospecting brochure, as commercial references, on any medium and in any form whatsoever, for the duration of the Contract and for a period of 3 years thereafter.
Client expressly authorizes Welii to make press releases in connection with the provision of the Services to Client.
Unless otherwise agreed in writing by the other party, Welii and the Client respectively undertake to keep confidential, for the duration of their contractual relationship and 3 years thereafter all information expressly identified as being confidential, of which the parties would have had knowledge on the occasion of the conclusion and execution of the contractual relationship.
This obligation does not extend to information:
- of which the receiving party was already aware,
- already public at the time of their communication or which would become public without violation of this clause,
- that would have been lawfully received from a third party,
- required to be disclosed by judicial authorities, in application of laws and regulations or in order to establish the rights of a party in the context of the contractual relationship between Welii and the Client.
Confidential information may be passed on to the respective employees, collaborators, trainees, agents and contracting parties, provided that they are subject to the same obligation of confidentiality.
Welii cannot be held responsible for any failure or delay in the performance of its respective contractual obligations due to force majeure occurring during its relationship with the Client. The force majeure covers
:
- any case meeting the conditions of article 1218 of the Civil Code and recognized by the jurisprudence,
- strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or failure of a third party telecommunications provider.
If Welii or the Client is prevented from performing its obligations due to force majeure, it must inform the other party by registered letter with acknowledgement of receipt. The obligations will be suspended upon receipt of the letter, and will have to be resumed within a reasonable period of time as soon as the case of force majeure ceases.
Welii shall nevertheless remain liable for the performance of its respective obligations that are not affected by an event of force majeure and for any payment obligations.
The Client who wishes to terminate the Services must terminate the Subscription with Welii by any written means and in particular by an email:
● no later than 30 days prior to the end of the current Term,
● If the Services are cancelled less than 30 days before the end of the current Period and no later than the day before the end of the current Period, Welii will be liable to pay an indemnity corresponding to 1/6 of the price of the Services paid for the current Period. For example, if the price of the Services for the current Period, from January 1st to December 31st, iser January to December 31, is 30. 30,000 exclusive of tax. If the Client terminates the Subscription between November 30th and December 30th, the Client will be required to pay Welii a fee equal to 5.000 euros HT (30.000/6).
Welii may terminate the Services no later than the day prior to the end of the current Term, by any written means, including email.
If applicable, the Services will end at the end of the current Period. Any Period started is due in its entirety.
The payment of the price of the Services as well as the obligations provided for in the article "Obligations and responsibility of the Customer" constitute essential obligations.
In the event of a breach of these obligations, Welii may:
- suspend or terminate Customer's access to the Services,
- publish on the Platform any information message that Welii deems useful,
- send the Customer a registered letter with acknowledgement of receipt to :
o terminate the contractual relationship between him/her and Welii, with the termination taking effect on the day of receipt or first presentation of this letter,
o or to ask the Customer to remedy the breach within a maximum of 15 calendar days. The termination will take effect at the end of this period if the breach is not remedied.
Termination results in the deletion of of the Customer Area ,
- to notify any competent authority, to cooperate with it and to provide it with all the information useful for the research and the repression of illegal or illicit activities,
- initiate any legal action.
These sanctions are without prejudice to any damages that Welii may claim from the Client.
Welii may modify its Terms and Conditions at any time and will inform the Client by any written means (including email) at least 30 calendar days before they come into force.
The modified General Terms and Conditions are applicable when the Customer's Subscription is renewed.
If the Customer does not accept these changes, he must terminate his Subscription according to the terms and conditions set out in the "Termination of Services" article.
If the Client uses Welii's Services after the amended Terms and Conditions have come into effect, Welii will consider the Client to have accepted them.
The French language shall prevail in the event of any inconsistency or dispute as to the meaning of any term or provision.
Welii's Terms and Conditions are governed by French law.
In the event of a dispute between the Client and Welii, and in the absence of an amicable agreement within 2 months of the first notification, the dispute will be submitted to the exclusive jurisdiction of the courts of Paris (France), except for mandatory provisions to the contrary.
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