General terms of sale

Version applicable from 01/01/2025. English translation provided for information only; the French version prevails.

These General Terms of Sale (hereinafter “the General Terms”) are entered into between, on the one hand, WOO, a French simplified joint-stock company (société par actions simplifiée) with a share capital of 214,687 euros, registered with the Paris Trade and Companies Register under number 814 542 288, whose registered office is located at 11 avenue Parmentier, 75011 Paris, France, represented by its legal representative (hereinafter “the Agency”), and, on the other hand, the Client whose identity and contact details are set out in the quote to which these General Terms are appended (hereinafter “the Client”) (hereinafter together “the Parties”).

WHEREAS:

The Agency provides services in the field of digital communication, including the promotion of products and services through influencers (macro, micro, nano), content creation, community management and events (the Services).

The Client has approached the Agency to entrust it with Services, as detailed in the Quote to which these General Terms are appended.

The Client acknowledges that it has decided to commit to the performance of said Services, in accordance with these General Terms. Acceptance of the Quote by all Parties (expressed, for the Client, by signing the Quote preceded by the words “Read and approved”) entails unreserved acceptance of these General Terms.

Within the exclusive scope of the collaboration between the Client and the Agency covered by these General Terms, the Client authorizes the Agency to contract, in the Client's name and on its behalf, with the influencers whose profiles will be selected by the Client following a casting organized by the Agency, for the purpose of performing the influence services.

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NOW, THEREFORE, THE PARTIES HAVE AGREED AS FOLLOWS:

ARTICLE 1 – DEFINITIONS:

In these General Terms, the following terms and expressions shall have the following meanings:

  • “Contract” : the contractual whole formed between the Parties by these General Terms, the Quote to which they are appended, and any special terms appended to this whole.
  • “Services”: the services whose performance is requested by the Client under the Contract, from among those listed in Appendix 1 of these General Terms.
  • “Price”: the price of the Services, calculated in accordance with the terms set out in Article 7 below.
  • “Influencer” : an influencer or group of influencers (a natural or legal person agreeing to put their online visibility at the service of the Client) expressly selected and designated by the Agency to take part in the performance of the Services.
  • “Quote” : the document summarizing the Services covered by the Contract and stating the Price agreed by the Parties, to which these General Terms are appended.
  • “WOO Content” : any content created, developed or made available by the Agency or any third-party subcontractor of the Agency (with the exception of Influencers) strictly for the purpose of performing the Services, whatever the nature of that content (text, image, video, infographic, soundtrack, etc.).
  • “Influencer Content” : any content created, developed or made available by one or more Influencer(s) for the purpose of performing the Services, whatever the nature of that content (text, image, video, infographic, soundtrack, etc.).
  • “Client Content” : any content created, developed or made available by the Client or any third-party subcontractor of the Client (with the exception of the Agency, the Agency's subcontractors and the Influencers) for the purpose of performing this Contract, whatever the nature of that content (text, image, video, infographic, soundtrack, etc.).

These terms and expressions may be used in the singular or the plural.

ARTICLE 2 – PURPOSE OF THE CONTRACT:

The purpose of the Contract is to define the nature of the Services, the conditions of their performance, the Price, and more generally the respective rights and obligations of the Parties in connection with the performance of the Services.

ARTICLE 3 – CONTRACTUAL DOCUMENTS – ENTIRE AGREEMENT:

Within the Contract, the various documents shall rank in the following order of precedence:

  1. The Quote;
  2. These General Terms;
  3. The special terms, provided they have been duly signed and dated by all Parties;
  4. The Client's general terms of purchase appended hereto, where applicable, subject to the express agreement of the Parties to that effect.

In the event of a contradiction or conflict of interpretation between one or more provisions of the documents listed above, the higher-ranking document shall prevail.

No handwritten annotation by the Client on the Quote or on any other Contract document shall have any contractual value between the Parties, unless the Parties agree in writing on said annotation.

The Contract thus formed reflects and expresses the entire agreement between the Parties as to the purpose defined in Article 2. Any other document is expressly excluded from the contractual scope.

ARTICLE 4 – TERM:

The Contract shall enter into force on the date of its last signature by all Parties, and shall remain in force until each Party has fully performed its obligations.

Performance of the Services shall begin upon the Agency's receipt of the Quote, returned dated and signed by the Client. Consequently, the Influencers proposed by the Agency shall only be contacted by the Agency for the advertising campaign after receipt of the signed Quote.

The Parties may, where applicable, agree together on a schedule for the performance of the Services, to be included in the Quote. No change to this schedule may be made thereafter, except by mutual agreement of the Parties expressed in a written amendment signed by all Parties.

ARTICLE 5 – PERFORMANCE OF THE SERVICES:

  1. Quote

The Agency shall send the Client a Quote drawn up on the basis of the Client's stated needs and, more generally, of the pre-contractual exchanges (written and oral) between the Parties.

The Quote is an offer subject to the Client's acceptance. This offer is valid for one (1) month from its issue.

From its signature by the Client, the Quote shall constitute the sole authoritative reference between the Parties for assessing the nature, scope, quality and conformity of the Services, as well as the Price.

The Client is therefore required to inform the Agency in writing of all its reservations and additional requests before signing the Quote. The Agency shall then issue another Quote taking these reservations and/or additional requests into account, which shall cancel and replace the initial Quote.

  1. Changes

At the Client's request, the initial scope of the Services may be changed, subject to the following conditions.

The Client shall first send the Agency a written request setting out its new needs, together with all information and documents necessary to assess the request. The Agency undertakes to review this new request and to carry out a feasibility study as soon as possible.

The Agency may, at its sole discretion (and without being under any obligation to do so), propose to the Client a new Quote including the new Services, together with the new Price and the new provisional schedule of the Services, where applicable.

This new Quote shall only have contractual value between the Parties provided that, and from the moment when, it has been accepted by the Client and dated and signed by all Parties. In that case it shall cancel and replace the initial Quote within the meaning and for the purposes of these General Terms.

  1. Acceptance

The Agency shall notify the Client in writing of the completion of the Services and, on that occasion, shall send the Client the WOO Content and the Influencer Content, where applicable (content creation Services). It shall then be the Client's responsibility to validate the Services performed and to inform the Agency in writing of any general or specific reservations it may have as to the conformity of these Services with the Quote.

If, within five (5) business days of receipt of the notification referred to in the previous paragraph, no reservation has been received by the Agency, the Services shall be irrebuttably deemed accepted without reservation by the Client.

For the proper implementation of the two previous paragraphs, the Agency undertakes to make available to the Client, upon the Client's first written request (to be made within the aforementioned five (5) business days), the information necessary to enable the Client to assess the conformity of the Services performed with the Quote.

ARTICLE 6 – OBLIGATIONS OF THE PARTIES:

  1. Obligations of the Client

The Client undertakes to:

  • Define its needs and communicate its requirements and constraints to the Agency in precise, specific and actionable terms for the performance of the Services.
  • Provide the Agency, as soon as possible, with all Client Content and, more generally, all information, documentation, data, specifications and files that may be necessary for the performance of the Services.
  • Cooperate actively and ensure the cooperation of all its employees and subcontractors other than the Agency for the proper performance of the Services.
  • Coordinate the Agency and its employees and any other subcontractors involved or mobilized for the performance of the Services, where applicable.
  • Comply with the schedule of the Services as may be set out in the Quote between the Parties, as well as all obligations placed on the Client under that schedule.
  • Inform the Agency of any difficulties encountered during the performance of the Services that may have any impact on the performance of the Services.
  • Follow the Agency's recommendations.
  • Pay the Price under the conditions and within the time limits set out in Article 7 below.
  • Inform the Agency of the regulations and laws specific to its business sector.
  • Fulfil all obligations arising from legislative and regulatory developments in the influence sector.

The Client acknowledges without reservation that the data and/or statistical and/or measurement tools for the Services used by the Agency (clicks or any other agreed unit of measurement) are irrevocably accepted by the Client as the sole authoritative reference, deemed official and final, and prevail over any other data or tools of the Client or of third parties. The data and statistics issued or provided by the Agency alone validly constitute the contractual data.

  1. Obligations of the Agency

The Agency undertakes to:

  • Perform the Services in accordance with the Quote.
  • Provide the Client with loyal and informed advice, within the limits of its skills and its human and technical resources, and of the information actually communicated by the Client about its needs and constraints.
  • Cooperate with the Client with a view to the proper performance of the Services.
  • Allocate competent staff and the human and material resources necessary for performance of the Services in accordance with the Quote, including by selecting and proposing Influencers to the Client (“castings” – influence Services)
  • Perform the Services in compliance with the laws and regulations applicable to the performance of the Services, in particular with regard to the creation and provision of WOO Content.
  • Keep informed of legislative and regulatory developments in the influence sector, in particular with regard to French Law No. 2023-451 of June 9, 2023 regulating commercial influence and combating abuses by influencers on social media.
  • Meet its KPI targets, where these are provided for in the Quote. To this end, the Agency reserves the right to promote the Influencer Content through paid media.

It is understood that all of the Agency's obligations under the Contract are best-efforts obligations and not obligations to achieve a specific result.

The values, parameters, deadlines, durations, targets (performance or otherwise), etc., of the Services are generally indicated in the Quote. Given the unpredictability of all the complex parameters of a Service, these are always, by nature, indicative, average and purely forward-looking figures. The Agency shall use its best efforts to meet the indicative values as part of its best-efforts obligation. Failure to meet them shall not give rise to cancellation of orders, damages for delay or failure, discounts or rebates, or compensation for direct or indirect, unforeseen or exceptional losses claimed by the Client.

ARTICLE 7 – FINANCIAL TERMS:

  1. Price

The Price is set by mutual agreement between the Parties. The breakdown of the Price is stated in the Quote.

By way of derogation from Article 1223 of the French Civil Code, the Parties agree that no reduction of the Price may be accepted by the Agency as a sanction for non-performance or improper performance of the Services, except by a final decision of the competent court. In any event, the Agency shall systematically invoice the time spent and the work carried out in connection with the Services, but shall not invoice technical costs not incurred for the purposes of the Services.

Unless otherwise stated in the Quote, assignment expenses (including but not limited to accommodation, travel and catering expenses for the Agency's staff and/or the Influencers, as well as the purchase/rental and transport of equipment where applicable) shall be borne by the Client, in addition to the price of the Services, and shall be invoiced at cost upon presentation of receipts.

  1. Invoicing terms
  • Conditions common to the invoicing of all Services

Invoice amounts exclusive of tax shall be increased by the taxes in force on the invoice date.

The Services shall be invoiced on an as-performed basis.

Depending on the Services and the nature of the campaign, a deposit invoice corresponding to 50 (fifty) % of the Price set in the Quote may be issued by the Agency to the Client, in order to cover the costs strictly necessary to launch the campaign. In that case, the Services may only begin after full payment of the aforementioned deposit invoice.

  • Conditions specific to media buying Services

The Agency shall pay, on behalf of the Client, the invoices issued by the media and advertising sales houses. The Agency shall invoice the Client in advance for the amount required to pay said invoices. The Campaign may not be launched until said invoices have been paid by the Client.

  1. Payment terms

All invoices are payable by bank transfer to the account indicated on the relevant invoice.

Unless expressly stated otherwise in the Quote, invoices shall be paid within thirty (30) days of the issue date of the corresponding invoice.

Accordingly, and unless an additional payment period has been expressly granted in writing signed by the Agency, any late payment at the due date shall automatically give rise to interest calculated in accordance with the following paragraph, as well as a fixed indemnity of forty (40) euros for collection costs.

The late-payment interest rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 points (in accordance with Article L. 441-6, paragraph 3, of the French Commercial Code). This late-payment interest shall accrue from the day following the due date of the unpaid invoice.

The fixed indemnity for collection costs is due for each invoice paid late. If the collection costs actually incurred by the Agency exceed this fixed amount, in particular where an external collection agency is used, additional compensation may be charged to the Client, up to the actual amount of the costs actually incurred. The indemnity is due in full even in the event of partial payment of the invoice at the due date and whatever the length of the delay. The amount of the indemnity is not included in the basis for calculating late-payment interest.

Any dispute relating to an invoice must be communicated to the Agency by registered letter with acknowledgment of receipt within ten (10) days of the issue date of said invoice; after this period, the Client understands and acknowledges that it may no longer raise any dispute regarding the invoice (time bar).

ARTICLE 8 – TERMINATION:

  1. Termination for breach

Any breach by a Party of any of its obligations under this Contract, not remedied within ten (10) days of notification of the breach by the other Party by registered letter with acknowledgment of receipt, shall automatically result in termination of the General Terms, without prejudice to any damages to which that other Party may be entitled.

Termination shall take effect automatically on the expiry of the aforementioned ten (10) day period.

The Parties acknowledge that the performance of the Services delivers its value progressively as the Contract is mutually performed. Termination of the Contract shall therefore only apply for the future, and shall not give rise to any refund to the Client for the portion of the Services already performed.

Termination of the Contract shall affect neither the clauses relating to dispute resolution nor those intended to remain in effect even in the event of rescission, such as (without limitation) any confidentiality and non-competition clauses.

  1. Termination by mutual agreement

The Parties may also agree to terminate this Contract at any time, by mutual agreement.

Where the Client initiates such termination by mutual agreement, the Agency reserves the discretionary right to accept or refuse the Client's request, and shall inform the Client of the financial conditions under which termination by mutual agreement may be considered.

In any event:

  • Termination by mutual agreement shall only take effect on the date on which all Parties sign a written document specifying the grounds for the termination by mutual agreement and its financial conditions.
  • Any Service completed on the termination date shall be invoiced in full in accordance with its price as stated in the Quote, and the Client shall be liable for its full payment.
  • For Services not completed and in progress on the termination date, invoicing shall be pro-rated to the progress of the Service in question, and shall in any event include the project management costs mobilized, all costs already incurred for the Service even if they have not yet been put to use in said Service, as well as a fixed indemnity of 15% of the initial amount of the Quote as damages for early termination.
  • Termination of the Contract shall affect neither the clauses relating to dispute resolution nor those intended to remain in effect even in the event of rescission, such as (without limitation) any confidentiality and non-competition clauses.

ARTICLE 9 – FORCE MAJEURE:

Performance of all or part of the obligations set out in this Contract may be suspended if one of the Parties is affected by a force majeure event. In that case, the affected Party shall notify the other Party in writing of the existence of said force majeure event. This notification shall suspend the enforceability of the obligations concerned for the period stated in the notification letter, it being specified that this period shall run from receipt of the letter and may in no case exceed one (1) month.

Neither Party may be held liable for the non-performance of one or more obligation(s) set out in this Contract, insofar as such non-performance is caused by a force majeure event.

If the force majeure event persists at the end of the aforementioned one (1) month period, the more diligent Party may notify the other Party of the termination of these terms. By way of derogation from Article 8 above, termination shall take effect on the day of receipt of the notification, and in any event no sum paid by the Client may be refunded by the Agency.

The termination referred to in the previous paragraph shall only apply for the future, the Parties generally excluding any possibility of contractual rescission of the General Terms.

ARTICLE 10 – INTELLECTUAL PROPERTY:

  1. WOO Content and Influencer Content

Where provided for in the Quote, the Agency grants the Client a license of the representation rights in the WOO Content and the Influencer Content relating to the Services, with the exception of production files and source files, under the conditions set out in the Quote.

“Representation rights” means:

  • The right of representation of the WOO Content and Influencer Content concerned, namely the right to publish, screen, broadcast, post online, make available, share, relay, communicate or send all or part of the WOO Content and Influencer Content concerned, to any third party and any audience, by the means and on the media expressly stated in the Quote only, and subject, in the case of Influencer Content, to mentioning at each act of representation the name or social media handle (such as, for example, the Twitter username beginning with “@”) of the Influencer concerned.

It is understood that the representation of Content as part of media buying operations (paid distribution of “sponsored” content on social media) funded by the Client is not covered by the license, unless separate remuneration is provided for such operations in the Quote, where applicable, depending on the reach, territory and budget of the operation.

The Client understands and accepts that the aforementioned rights do not include the right to modify the WOO Content and the Influencer Content, except with the specific written agreement of the Agency, in order to preserve the result commonly agreed between the Client and the Agency.

Likewise, the Client understands and accepts that any request for use other than that stated in the Quote shall be subject to an additional quote and therefore an additional invoice.

This license is granted on an exclusive and strictly personal basis, for the term of the license as set out below, and without prejudice to the Agency's right to reuse the WOO Content and Influencer Content concerned to show them to its other current and future clients by way of example.

It is granted for all countries and for a period of twelve (12) months from the publication of each item of WOO Content and Influencer Content concerned respectively, unless otherwise stated in the Quote or in any other implementing contract. It is expressly understood that the Client shall inform the Agency of the date of first distribution of the Influencer Content, without reminder from the Agency and, failing that, shall communicate it to the Agency upon first request.

The license shall only enter into force from the date of full payment by the Client of all invoices relating to the corresponding Services. It is furthermore conditional upon such full payment and shall be automatically cancelled in the event of a subsequent incident or dispute affecting that payment.

The transfer to the Client of production files and source files may be arranged through a written amendment, dated and signed by all Parties, in return for additional remuneration to be set in the amendment.

  1. Client Content

The Client grants the Agency a license to use the Client Content used in connection with the Services, for the purpose of performing those Services.

This license covers:

  • The right of reproduction of the Client Content concerned, namely the right to copy, imitate, modify, transpose, translate, adapt, augment, cut, integrate, digitize, duplicate and/or print all or part of the Client Content concerned, by any means known or unknown on the date of the Contract.
  • The right of representation of the Client Content concerned, namely the right to publish, screen, broadcast, post online, make available, share, relay, communicate or send all or part of the Client Content concerned, to any third party and any audience, by any means known or unknown on the date of the Contract.

It is granted on a non-exclusive, free-of-charge basis, for all territories and for the term of the economic copyright in each item of Client Content concerned respectively.

The Client warrants that it holds all rights and authorizations necessary to grant this license and, more generally, to exploit the Client Content. In this respect, it undertakes to hold the Agency harmless against any dispute, claim or action by any third party, as well as any sanction by any authority or court, based on, caused by or arising from the Agency's use of the Client Content in accordance with the Contract.

It is understood that this license to use includes the possibility for the Agency to use all or part of the Client Content in order to integrate it into the creation of original content, then considered as WOO Content, strictly for the purpose of the Agency's performance of the Willie micro influence Services and the nano influence Services as defined in Appendix 1 below. Within this exclusive scope and for the sole purpose of recruiting influencers, the Agency reserves the right to sponsor said WOO Content on its social media and web platforms. The costs incurred for this purpose shall be considered project management costs.

  1. Other rights and protected content

All rights not expressly transferred under Article 10.1 above are deemed reserved by the Agency. This includes in particular the Agency's rights in its trademarks, software, designs and models, works of authorship and databases (including but not limited to its databases of Influencers, prospects and users).

As regards databases, these may be made accessible to the Client through the written grant of a license to be negotiated and concluded between the Parties, which shall set out in particular the term, volume and terms of the authorized use, as well as the amount of the remuneration, in particular in connection with white-label Services.

ARTICLE 11 – SAPIN LAW (PURCHASE OF ADVERTISING SPACE):

Where the performance of the Services includes or involves the purchase of advertising space within the meaning of French Law No. 93-122 of January 29, 1993 on the prevention of corruption and the transparency of economic life and public procedures (known as the “Sapin Law”) (for example in the case of media buying Services), the Client, by signing this Contract, authorizes the Agency to make these purchases in its name and on its behalf from the corresponding media and advertising sales houses.

The financial terms of this mandate (the Agency's remuneration as agent) are stated on a separate line of the Quote.

The invoicing and payment terms for the Services concerned remain the same, as set out in Articles 7.2 and 7.3 above.

The Agency shall provide the Client with a detailed report on how these purchases were made and on the performance of the corresponding advertising campaigns. In this respect, the Client understands and accepts that, by these General Terms of Sale, it authorizes the Agency to carry out the financial transactions relating to these media purchases under the conditions set out in said report.

In the case of tailor-made Services (advertising campaigns) carried out via the Willie platform, published by the Agency and accessible at app.yoo.paris (micro influence services), the Client will be able to view the Influencer Content and the casting of the selected Influencers, and will also have a tool for tracking the performance of the corresponding advertising campaigns, including the performance indicators obtained via social media.

To this end, the Client may designate one or more user(s) from among the persons under its responsibility, to whom the Agency shall grant access to the performance tracking tool (online tool). The Client understands and accepts that access to the tracking tool is provided on a strictly personal and confidential basis, and is subject to the terms of use attached as Appendix 2. The Client vouches for the use of the tracking tool by the users concerned, which must at all times comply with applicable laws and regulations as well as the aforementioned terms of use.

ARTICLE 12 – LIABILITY:

  1. Liability of the Agency

In any event, the Client understands and accepts that the Agency's liability in the event of any breach may not exceed the amount corresponding to the Price of the Services affected by the breach.

In particular, the Client understands and accepts that the Agency may not be held liable for material damage to the Client's buildings, facilities, equipment and furniture. The Client further agrees that the Agency may not be held liable for any loss of profit, commercial disruption, demand or claim made against the Client by any third party whatsoever.

Furthermore, the Client waives any right to hold the Agency liable for damage to files or any documents it may have entrusted to the Agency.

Any dispute, challenge or claim relating to Influencer Content shall be addressed to, and settled with, the Influencer who is the author or originator of that Influencer Content, the Agency disclaiming all liability for Influencer Content since the service contract concluded with the Influencer for the purposes of the Services provides that the Influencer is fully responsible for the content they produce.

  1. Liability of the Client

The Client is solely and fully responsible for the lawfulness of the Client Content under applicable laws and regulations. It warrants such lawfulness and undertakes in this respect to hold the Agency harmless against any dispute, claim or action by any third party, as well as any sanction by any authority or court, based on, caused by or arising from the Agency's use of the Client Content in accordance with the Contract.

The warranty set out in the previous paragraph includes, without limitation, the Client bearing or, failing that, reimbursing the Agency for penalties, indemnities and fines of any kind incurred, suffered or imposed in connection with the aforementioned dispute, claim, action or sanction, as well as the costs and expenses incurred in defending the Agency's rights.

The Client guarantees compliance with its obligations by any third party, employee or subcontractor other than the Agency to whom it may choose to entrust their performance, and shall in any event remain fully liable to the Agency, even where it has entrusted such performance to any third party, employee or subcontractor.

With regard to Services involving Influencers, the Client understands and accepts that the price of these Services is set in consideration of the fact that the Influencers are legally qualified as service providers (self-employed or equivalent) and not as employees of the Agency, and that consequently the performance of these Services does not give rise to the payment of any employer contributions by the Agency in connection with the Influencers. Should the Influencers be qualified as employees of the Agency, whether as a result of a legal or regulatory development or of a qualification or requalification by the courts, the Client undertakes to bear all social security and tax charges arising from such qualification, reimbursing them to the Agency where necessary.

With regard to WOO Content, the Client acknowledges that it may be held liable if it took part in any way in the process of creating and/or validating said Content prior to its publication.

In the event of reuse of Influencer Content by the Client, and where such content contains music that is royalty-free for the Influencer who produced it, the Client is required to check whether it also holds the rights to that music, except in the case of Social Media Services.

ARTICLE 13 – COMMERCIAL REFERENCE:

Unless expressly stated otherwise by the Client, notified to the Agency by letter with acknowledgment of receipt, the Agency shall have the right to mention the Services performed for the Client as a reference in its commercial prospecting, external communication and advertising.

The right mentioned in the previous paragraph includes the right to use the Client's usual names and trade names, including where protected as trademarks, worldwide, on any media, for an unlimited period.

ARTICLE 14 – CONFIDENTIALITY:

In the course of performing the Contract, the Parties may have access to confidential information of the other Party.

Confidential information within the meaning of this Article 14 means all information, documents or data of a commercial, technical, financial or other nature exchanged between the Parties, including, without limitation, all written or printed documents, plans, samples, models or, more generally, any means or medium of disclosure.

The Parties undertake to maintain the strictest confidentiality of all confidential information of the other Party, in a manner at least equivalent to that by which they protect the confidentiality of their own confidential information.

This undertaking shall remain valid for the entire term of the Contract as defined in Article 4 above, and for a further period of two (2) years from its expiry.

This undertaking shall lapse if the confidential information concerned enters the public domain through no fault of the Party that received it.

ARTICLE 15 – AMENDMENTS:

The Agency reserves the right, at its sole discretion and at any time, to change, amend, supplement or delete all or part of these General Terms, in particular to take into account legislative, regulatory, case-law and/or technical developments.

These changes shall apply to Contracts concluded after the effective date of the new version of the General Terms (stated at the top of the document).

ARTICLE 16 – PERSONAL DATA PROTECTION:

Each Party may collect and process the personal data of the other Party's employees (such as surname, first name, email address, telephone number, etc.) for the purpose of handling administrative operations relating to contracts, orders, deliveries, invoices and payments, and for the general management of the relationship with the Service Provider. The data is intended for the Parties' internal departments in charge of the relationship with the Service Provider.

In this respect, the Parties undertake to comply with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter the “GDPR”) for the personal data (hereinafter the “Data”) that they collect and/or process in the course of the business relationship and, to this end, to apply appropriate administrative and technical measures, with the necessary physical means, to preserve the security, confidentiality and integrity of the Data exchanged in the course of their business relationship. They therefore undertake not to alter, damage, or even modify or delete the Data without the express consent of the data subjects.

The Data collected shall be retained for the period necessary for the purpose of the processing concerned.

Data subjects are informed that they may:

  • Request information about the processing of their Data;
  • Obtain access to said Data, and request that incorrect, inaccurate or incomplete Data be corrected;
  • Request that the Data be erased when it is no longer necessary or if its processing is unlawful;
  • Request the restriction of the processing of their Data in specific cases;
  • Retrieve their Data in a commonly used, machine-readable format, for personal use or to transfer it to another provider.

In any event, data subjects may contact the Client's Data Protection Officer directly at the email address provided upon first request, or the Agency's legal counsel at the email address: privacy@WOO.paris.

Finally, in the event of material or non-material damage related to a breach of the GDPR, the data subject may lodge a complaint with the competent personal data protection authority (CNIL).

ARTICLE 17 – MISCELLANEOUS PROVISIONS:

  1. Client products

The Agency makes a point of avoiding waste; the Client therefore agrees that any surplus products shall be kept on the Agency's premises in order to be distributed directly to the Agency's partner charities, the list of which may be provided to the Client at any time.

The Client may object to such redistribution by expressing its disagreement before signing the Quote. The Quote must then expressly state that the Client objects to this redistribution to charities.

  1. Non-competition

The Client expressly undertakes not to hire or engage any employee (including any non-salaried workers) of the Agency, whether directly or through an intermediary, except with the express agreement of the Agency, for the entire duration of the business relationship between the Client and the Agency and for a further period of twelve (12) months. Breach of this non-solicitation obligation shall be sanctioned by payment to the Agency of an amount equal to six (6) times the employee's gross monthly remuneration at the time of departure (penalty clause), this factor being increased to twelve (12) for key persons (such as executives, directors, project managers and developers).

Where the Services include or require the recruitment of Influencers by the Agency, the Client expressly undertakes, for the entire duration of its business relationship with the Agency and for a further period of three (3) years, not to contract directly with all or any of the Influencers concerned, recruit all or any of these Influencers directly and/or obtain in any way services or a partnership from these Influencers for commercial, advertising, communication or marketing purposes, whether free of charge or for a fee, without going through the Agency as an intermediary. Breach of this obligation shall be sanctioned by payment to the Agency of an amount equal to twelve (12) times the price owed by the Client for the Services concerned; this amount constitutes a penalty clause and does not exclude payment of any other sums owed by the Client, in particular as damages.

  1. No waiver

The inaction or tolerance, even prolonged, of a Party in the face of the non-performance or improper performance of its obligations by the other Party may in no case be interpreted as a waiver by the first Party of its rights under this Contract, in particular with a view to obtaining specific performance of the obligation concerned and/or compensation for the consequences of the non-performance.

  1. Governing law and jurisdiction

Any litigation, dispute, challenge or claim relating to the existence, validity, interpretation or performance of the Contract shall be subject to a prior attempt at amicable settlement by the Parties and, if this attempt fails, shall be settled under French law and submitted to the exclusive jurisdiction of the Commercial Court of the place where the Agency's registered office is located, notwithstanding any plurality of defendants or third-party proceedings.

ARTICLE 18 – EXCEPTIONAL PROVISIONS RELATING TO COVID-19 (EVENT SERVICES):

Without prejudice to the application of Articles 7.2.3 and 8 above, and should the French Government decide to introduce new health measures relating to COVID-19 that would make it impossible to hold the event Services as provided for in the Quote, the Client undertakes to pay all sums already committed to the preparation of the event(s) as of the date of the official national announcement of the aforementioned new health measures, even if the initial date of the event(s) provided for in the Quote were to be changed.

The Parties undertake to determine together and in good faith a new date for the event(s), and to continue the advertising campaign concerned at a later date as far as possible, taking into account the aforementioned new health measures.

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Appendix 1

Description of the Services

This Appendix 1 details the operational terms of the various Services that the Agency may offer as of the date hereof. This information is provided for guidance only. In the event of a contradiction or conflict of interpretation between any of the indications contained in this Appendix 1 and any of the clauses of the General Terms or the Quote, it is understood that the clause(s) contained in the General Terms or the Quote shall prevail, in the order set out in Article 3 of the General Terms.

  • Influence Services:

The Agency works with Influencers to create content on behalf of the Client. The content produced by the Influencers is licensed for reuse on the brand's social media for a period of 12 months, organically. The Client shall inform the Agency of the first distribution date of the Influencer Content. The Agency undertakes to inform the Client of any refusal by the Influencer to allow reuse of the Content. The Influencer may produce photo and/or video content, as requested by the Client.

This Service includes: the creation of a tailor-made campaign (concept, copywriting, art direction), casting, contacting and negotiating with the Influencers, drafting the Influencer contract, managing the publication schedule, reporting and a dedicated project manager.

  • Willie micro influence Services:

The Agency, under its Willie brand, designs and runs campaigns with micro-Influencers. Each micro-Influencer creates content on their social media for the Client, who may repost it on its own accounts.

This Service includes: the creation of a tailor-made campaign (concept, art direction) with a dedicated project manager, casting, recruitment, shipping logistics, publication management and a final report.

  • Nano influence Services:

The Agency designs and runs campaigns with nano-Influencers on behalf of Clients. The Influencer receives a product or service to try in order to create photo/video content on their social media for the Client, who may repost it on its own accounts.

This Service includes: the creation of a tailor-made campaign (concept, art direction) with a dedicated project manager, casting, recruitment, shipping logistics, the purchase of goodies, publication management and a final report. The Influencer, registered on the YOÔ platform (the Influencer-side equivalent of Willie) and selected for the campaign, is subject to the Terms of Use of the YOÔ platform and receives a brief summarizing the campaign information and the services expected of them.

  • Event Services:

The Agency organizes tailor-made events on behalf of the Client to promote the Client's products and/or services. These Services may include: concept, art direction, venue rental, scenography, catering, entertainment, logistics, technical equipment (sound and lighting), a dedicated event team, on-site production of visual content, and security (teams and compliance with standards).

  • Media buying Services:

The Agency is in charge of paid media campaigns promoting the Client's brand content on the Client's social media. The Service includes identifying the audiences to target and the content to sponsor, setting up and launching the campaigns, and producing a performance report.

  • Content creation and provision Services (WOO Content):

The Agency organizes tailor-made photo and/or video productions on behalf of the Client. These Services are carried out in-house or with the Agency's partners, under the conditions of Article 10.1.

These Services may include: concept, copywriting, art direction, venue rental, equipment rental, filming permits, scenography and props, make-up artist, hairdresser, stylist, technical equipment, production team, production management, transport, catering, models, post-production, recording studio and copyright management.

  • Community management Services:

The Agency is in charge of the strategy and management of its Clients' social media. The Service includes the strategy for producing and distributing content on social media. The Agency proposes editorial calendars, and runs and moderates its Clients' social platforms.

  • White-label Services :

The Agency provides, on a white-label basis, a digital platform dedicated to the Client's brand. The URL and the user database created through use of the platform are the property of the Client. The Client can thus build its consumer base and engage it through activations designed and run by the Agency's teams.

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Appendix 2

Terms of use of the advertising campaign tracking tool

This Appendix 2 sets out and details the terms of use of the tracking tool for advertising campaigns organized, on behalf of the Client, via the Willie platform, published by the Agency and accessible at app.yoo.paris.

The campaign tracking tool (hereinafter “the Tracking Tool”) consists of a set of pages accessible via a web browser (web app) by logging in with a pair of unique credentials, provided on a strictly personal and confidential basis to one or more natural persons named by the Client (hereinafter “the Users”). The Client is solely responsible for providing the Agency with the Users' contact details, so that the corresponding access rights can be created.

The Users are placed under the direct and effective responsibility of the Client, who vouches for their use of the Tracking Tool and shall hold the Agency harmless against any damage, sanction or third-party action in connection with such use.

In particular, the Client warrants and undertakes to verify at all times that the Users:

  • Maintain the absolute confidentiality of the credentials allowing them to access the Tracking Tool, in particular by refraining from communicating them or making them available to any third party, including through negligence or omission, or through resale, sublicensing or otherwise;
  • Use the Tracking Tool in compliance with all applicable laws and regulations;
  • Refrain from any act or attempt to decompile or reverse-engineer the Tracking Tool or any of its components;
  • Generally, use the Tracking Tool only for the proper performance of these General Terms, in the name and on behalf of the Client, in accordance with their purpose as stated in Article 2;
  • Inform the Client and the Agency without delay in the event of loss, theft, corruption or compromise of their credentials for accessing the Tracking Tool;
  • After the end of their assignment with or on behalf of the Client, it is understood that the Client shall keep its credentials in order to access only the statistics of past Services.

The Client is furthermore solely responsible for ensuring that access rights to the Tracking Tool are properly assigned, by choosing and naming the Users to the Agency, and by informing the Agency without delay at the end of their assignment with or on behalf of the Client, or in the event of a change in that assignment such that access to the Tracking Tool would no longer appear justified for any User.

The Client understands and accepts that the Tracking Tool only allows it to view the performance of the advertising campaigns implemented on its behalf via the Willie platform, and in no way to identify or interact with the Influencers taking part in these advertising campaigns, nor to influence the course of the advertising campaign.

The Client further understands and accepts that access to the Tracking Tool (i) requires an Internet connection and computing resources (including at least one working device and an up-to-date web browser), the costs of which shall be borne exclusively by the Client, and (ii) relies on essential service providers chosen by the Agency (including in particular hosting providers), so that the availability and quality of service of the Tracking Tool may vary, and the Tracking Tool may be periodically unavailable, without giving rise to any right to compensation for the Client, the Agency's obligation in this respect being in any event only a best-efforts obligation.

Any breach of this Appendix 2 by a User may result in the suspension or permanent blocking of access to the Tracking Tool for all Users, without notice and at the sole discretion of the Agency.

Finally, the Client understands and accepts that the Tracking Tool is provided and made available “as is”, without any warranty or obligation to achieve a specific result being placed on the Agency as to its availability or the quality of the information it contains, the price set pursuant to Article 7 above being determined, by express agreement, in consideration of this limitation of liability in particular. In the event of a dispute, it is understood that the information contained in the Agency's information systems shall prevail, for evidentiary purposes, over any information observed via the Tracking Tool.