General Terms and Conditions of Sale for the SAAS services provided by Tilkee for Sales (Professionals)
Last updated on: 05/11/2018
Click here: Legal Notices
Click here: Data Protection Policy
“Because we’ve got to start somewhere...”
The Tilkee for Sales platform (hereinafter, the “Platform” or “Tilkee for Sales”) is an on-line platform which enables Sales Documents to be shared with professionals in all sectors and with any potential prospects. Please note that, here, “Sales Document” means both the Sales Documents themselves plus any files attached thereto.
The Platform enables registered professionals (hereinafter, the “Professionals” or a “Professional”) to obtain the hosting of their Sales Documents, to share and have access to reports on consultations of such documents by their prospects (hereinafter, the “Prospects” or a “Prospect”), in accordance with the terms and conditions set out in these Terms and Conditions of Sale (hereinafter, the “T&Cs”).
These are intended to define the methods and terms and conditions for the provision of the services offered via the Platform (hereinafter, the “Services”), and also to define the rights and obligations of the parties in this context. They may be accessed and printed out at any time directly via a link from the Platform’s homepage.
They may as applicable be completed by specific terms and conditions which complete these T&Cs and, in the event of contradictions, take precedence over the latter.
Article 1- Operator of the Platform and the Services, contact details
“Who do we want? Tilkee! ”
- The Platform and the Services are operated by Tilkee, a French simplified joint stock company (SAS) with share capital of 23,397 Euros, registered with the Lyon Trade and Companies Register under the number 78912064900049 and having its registered office at 22 Rue Constantine, 69001 Lyon (hereinafter, “Tilkee”).
- You can contact Tilkee at:
- Mailing address: 22 Rue Constantine, 69001 Lyon, France
- Telephone: 04 82 53 53 01
- Email address: email@example.com
Article 2 - Definitions
“The better we understand each other, the better we get on together”
- Subscription: Financial consideration paid by the Professional for the use of the Tilkee for Sales Services for a given Period.
- Live Chat: Tool enabling the Professional to contact Tilkee for Sales managers in order to get answers to a question or an issue encountered thereby.
- Cookies: Files stored and used to save Personal Data or Other Data concerning the Professional’s navigation on the Digital Platforms.
- Account: Access rights allocated to the Professional by Tilkee.
- Employee Account: Access rights allocated to Professionals other than the initial holder of the Account, with the consent and under the responsibility of the latter.
- Sales Document: Document intended to present an offer drawn up to respond to the needs of or an issue presented by the Prospect. Means both the Sales Documents themselves and any files attached thereto.
- Personal Data: Any information by which a natural person can be identified either directly or indirectly.
- Personal Account: Area on Tilkee for Sales reserved for the Professional and enabling the use of the Services by the latter.
- Hosting Provider: Service provider which provides storage for Web content.
- Tilkee Hyperlink: html hyperlink generated by Tilkee for Sales to enable Prospects to access the Tilkee Viewer to read Sales Documents.
- Templates: Documents which may be used as a basis for all subsequent Sales Documents produced by the Professional.
- Settings: Interface which enables the Professional to personalise his account.
- Period: Duration of the Professional’s Subscription.
- Data Protection Policy: Document setting out the Platform’s policy with regard to the Processing, transfer and disclosure of Personal Data.
- Professional: Natural person registered with Tilkee for Sales for professional purposes.
- Profile: Platform interface via which the Professional has the option to modify various data such as his user names and business card and can also sponsor future Tilkee users and receive his notifications.
- Project: Digital Envelope collating all of the Sales Documents in order to enable the creation of a Tilkee Hyperlink making these Documents accessible to Prospects via the Viewer.
- Prospect: Individual in receipt of the Tilkee hyperlink sent by the Professional using Tilkee for Sales.
- Resources: External files and documents which the Professional uploads to the Platform for use as Sales Document to be forwarded to Prospects via a Tilkee Hyperlink.
- GDPR: EU General Data Protection Regulation which came into force on 25 May 2018.
- Services: All of the services provided by the Platform further to registration. This notion covers both those services linked directly to the Tilkee for Sales Platform (for example, the Dashboard) and any services provided by Tilkee in order to enable objectives related to the Platform to be achieved.
- Electronic Signature: A digital electronic signature is a mechanism enabling the integrity of a soft copy document to be guaranteed, the identity of the author to be authenticated and consent to a contract to be given, compared with the handwritten signature of a hard copy document.
- Payment Processing Partner: Tilkee external service provider carrying out transactions and the management and invoicing of Tilkee activities.
- Dashboard: Multifunctional tool summarising the statistical results of the Prospecting process.
- Theme: Tool enabling the user to customise the look and feel of the Viewer (colours, layout, etc.)
- Tilkee: Company in charge of the Digital Platforms.
- Tilkee for Sales: Digital Platform to which these T&Cs refer.
- vCard: Virtual equivalent of a business card enabling recipients of the Tilkee hyperlink to see the data featured therein via the viewer.
- Tilkee Viewer: Area used by the Prospect to read the Sales Document. Access is via a Tilkee Hyperlink.
Article 3 - Purpose and Scope
“This clause says that you are now reading the T&Cs… Just in case you hadn’t noticed…”
- These T&Cs define the terms and conditions and detailed methods applicable to the provision of the “Tilkee for Sales” application. The T&Cs are an agreement based on consent by and between the Professional and Tilkee.
Article 4 - Acceptance of the Terms and Conditions of Sale
“Agreeing to become one of the foxes also means agreeing to become more responsive, better at business and silky smooth, are you ready?”
- Unless otherwise expressly agreed to the contrary by Tilkee, upon registration with Tilkee for Sales, the Professional unreservedly accepts the General Terms and Conditions of Sale via an opt-in. They must be accepted in full and in their entirety. Any acceptance subject to reserves shall be considered null and void. If the Professional does not wish to comply with the rights and obligations set out in the T&Cs, he is invited to leave the Platform immediately and shall have no further access thereto.
- Any specific purchasing clause or condition intended to modify these terms and conditions shall be unenforceable with regard to Tilkee.
- By accepting these T&Cs, the Professional agrees to use the Platform in accordance with its designated purpose, with the rights granted by Tilkee and with the regulations as applicable and/or in force.
- Tilkee for Sales is reserved exclusively for Professionals aged 16 and over, acting in the context of their professional activities. Tilkee reserves the right to block access to the Platform for any individual who fails to comply with these terms and conditions.
Article 5 - Registering with Tilkee for Sales
“Our registration process is so simple that you’ll think of us with fond memories when you fill out your tax returns...”
- The Professional chooses to create a Tilkee for Sales Account by registering with the Platform. The Professional gives his free and informed consent via this registration progress.
- The Professional must complete all of the fields marked as compulsory in the form. Incomplete registration forms cannot be validated.
- Registration automatically leads to an Account being opened in the name of the Professional, granting him access to a Personal Account which enables him to manage his use of the Services in a form and using the technical resources which Tilkee considers the most appropriate for the provision of the said Services.
- The Professional represents and warrants that all information provided by him to Tilkee is accurate, up-to-date and true, and is not misleading in any way whatsoever. He shall keep this information updated via his Personal Account in the event of any modifications, so that the information is always compliant with the foregoing.
- The Professional is hereby informed and accepts that the information entered for the creation and updating of his Account are valid as proof of his identity. All information submitted by the Professional is binding upon the latter as soon as validated.
5.1 -- “Traditional” Registration to use the Platform
- Registration can be completed by providing a professional email address to be used as the basis for the creation of the Professional’s Account.
- The Professional must comply with the registration process by providing Tilkee with information that is up-to-date, complete and accurate via the registration form. He must keep his user names and passwords confidential.
- This registration process enables the Professional to use Tilkee for Sales free of charge on a trial basis for 14 days. At the end of this trial period, the Professional must select a Subscription offer in order to continue to benefit from the Tilkee for Sales Services.
- If not, the Professional continues to have access to any Sales Documents created, however, he will no longer receive read alerts and will no longer be able to create any new Sales Documents. The Account is deleted automatically after three (3) years.
5.2 -- Registration via an existing account on another platform
- Registration may also be completed via an existing account on a digital platform other than Tilkee for Sales. Such platforms may notably include Salesforce, Google, LinkedIn or Microsoft, etc.
- Registering in this way does not in any way release the Professional from his obligation to comply with these T&Cs
5.3 -- Registration via Tilkee
- When Tilkee and the Professional have discussed and reached an agreement on specific terms and conditions applicable to a Subscription, the Professional registers via a customised hyperlink emailed to him by Tilkee by completing a registration form.
Article 6 - Using the Services
“Because T&Cs also provide us with an opportunity to show you just what we can do, the tour starts here!”
- Tilkee offers Professionals a solution for the hosting of Sales Documents each comprised of different Resources, to share these and have access to tracking showing when and how the various Sales Documents are being read by Prospects.
6.1 -- Personal Use
- The Professional has access to his Personal Account using the connection user name and password defined by him at the moment of registration.
- The Professional shall ensure that the user name(s) and password(s) for his Account(s) are kept strictly confidential.
- Any action taken using the Professional’s user name and password shall be considered as having been carried out by him, with the Professional retaining sole liability therefore. The Professional shall therefore hold Tilkee harmless with regard to any fraudulent use or misuse of his identifiers by a third party.
- The Professional must contact Tilkee immediately using the contact details set out in Article 1 of these T&Cs if he notices that his Account(s) has been used fraudulently. He acknowledges that Tilkee has the right to take all appropriate measures in such cases.
6.2 -- Management of Employee Accounts
- Once the registration process has been completed, the Professional having registered for one of the Subscription options enabling the creation of multiple accounts may, from his Personal Account, create several sub-accounts for use by his employees or personnel. The Account created by the Professional at the moment of registration is then an administrator’s Account which allows Employee Accounts to be published, managed and deleted.
- Tilkee provides the Professional with a unique access link for each Employee Account, which enables each employee to set his own user name and password. This link must be forwarded by the Professional to his personnel.
- The Professional has sole liability for the creation of Employee Accounts, for the nature thereof and any individuals authorised to access and/or manage the same. He in any case retains sole liability for the use of all Employee Accounts connected to his Account. Any Professional having agreed a Subscription enabling the creation of Employee Accounts may create an unlimited number of such accounts.
6.3 -- Creation and hosting of the Sales Documents
- The Professional may host various Sales Documents on the Platform.
- Via his Personal Account, the Professional uploads the Resources relating to each of his Sales Documents to the Platform from his personal files, a URL or a text editor.
- The Professional uploads his Documents in whatever format is deemed most appropriate by Tilkee to provide the said Services, as listed on the Platform.
- The Professional collates these Documents within a Project in order to enable the creation of the Tilkee Hyperlink.
- The Professional has responsibility for the content of all files, documents and data submitted and/or provided to the Platform. The Professional may without restriction provide Resources of any kind, subject to the said Resources not being of an illegal or immoral character and/or contrary to public order. Similarly, the Resources must not contain any unlawful comments, notably anything that is contrary to personal dignity, degrading, defamatory, insulting, racist, anti-Semitic, homophobic, relating to child pornography and/or contrary to any law whatsoever.
- The Professional is responsible for any plagiarism, breach of copyright or any other act that could violate intellectual property rights held by third parties.
- More generally, the Professional remains liable for compliance with rights held by third parties in relation to the Resources submitted by him to the Platform, notably for any Personal Data that could be featured in the Resources provided by him via the Platform.
- At its discretion, Tilkee has the right to delete any part of the Professional’s content for any reason whatsoever (or without specific reason), notably if in breach of the Terms and Conditions or of any Laws whatsoever.
- Other than where prohibited by the Law in force, Tilkee has the right to retain and/or disclose any information, including the Resources related to the Professional’s account (or certain elements thereof), in Tilkee's possession in order to comply with the Legislation in force, with any legal proceedings before the courts or with any request from the authorities, or with any claim in relation to a violation.
6.4 -- Formatting and customisation of the Sales Documents
- On Tilkee for Sales, the Professional may edit his Sales Documents and format these via the Tilkee Viewer. Once formatted, the Professional clicks a link in order to see the formatted Sales Document.
- The Professional may also apply Themes enabling him to personalise the look and feel of the Viewer to be in line with the Sales Document.
6.5 -- Sending a Tilkee for Sales hyperlink
- Once each Sales Document has been finalised, Tilkee sends the Professional via his Personal Account a unique Hyperlink which he can then send to his Prospects, notably via email. Prospects who click on this Hyperlink then have direct access to the formatted Sales Document.
- When sending a Tilkee Hyperlink to a Prospect, the Professional certifies having obtained the free and informed consent of the said Prospect for the consultation of the Sales Document as well as for the profiling and data processing carried out by the Tilkee Viewer. The Professional also certifies having informed the Prospect in advance about this Data processing and profiling in the context defined by Law and which complies with the definition of profiling.
- The use of the Prospect’s email address for automated marketing purposes or for any use other than that agreed by the Prospect is the direct responsibility of the Professional. Similarly, any use of the Tilkee Hyperlinks that is unlawful or which exceeds the normal scope of use of such Hyperlinks as determined by Tilkee is the direct responsibility of the Professional.
- When clicking on a Tilkee for Sales hyperlink, the Prospects’ personal data may be gathered and stored: email address (if provided by the Prospect), IP address and fingerprint (computer ID based on parts of its configuration).
6.6 -- Alerts and monitoring of access by Prospects to the Sales Documents
- The Professional receives email alerts when a Prospect reads a Sales Document.
- Via his Personal Account and if enabled by his Subscription, the Professional has access to a Dashboard which enables him to monitor access to his Sales Documents by Prospects.
- The Professional also has access via the Dashboard to a range of consultation settings which can help him define the strategy to be applied in relation to these consultations.
- Tilkee reserves the right to offer any other Services that it may consider useful, in a form and in accordance with the technical means and functionalities considered must appropriate by Tilkee in order to provide the said Services.
6.7 -- Live Chat
- The Professional has a Live Chat option on the Platform, enabling him to contact Tilkee managers as soon as possible to obtain answers to his queries and/or to help him solve his problem.
- The Professional may without restriction submit questions any kind, subject to the said questions not being of an illegal or immoral character and/or contrary to public order. Similarly, these questions must not contain any unlawful comments, notably anything that is contrary to personal dignity, degrading, defamatory, insulting, racist, anti-Semitic, homophobic, relating to child pornography and/or contrary to any law whatsoever.
- The Live Chat must not under any circumstances be used for any purposes other than those listed. Any other use, notably for harassment, may lead to the Account being blocked.
6.8 -- vCard
- Tilkee for Sales enables the creation of a virtual business card by the Professional. Tilkee recommends personalising this card to help the Prospect identify and contact the Professional more easily.
- The Professional must include his email address in his vCard before sending any Tilkee Hyperlinks, so that the Prospect can make contact with him, notably to opt out of the marketing and tracking activities carried out by Tilkee.
6.9 -- Electronic Signature
- The Professional has the option to have any Sales Documents added to Tilkee for Sales signed electronically by his Prospects. This signature is added via the Viewer once Prospects have clicked on the Tilkee Hyperlink.
- The electronic signature process is a service provided by one of Tilkee's external service providers. Therefore, Tilkee shall not be held responsible for any prejudice or harm caused by the use of electronic signatures.
- The electronic signature is not included de jure in the Tilkee for Sales. It is covered by differentiated pricing unless otherwise agreed by and between Tilkee and the Professional.
- Tilkee shall not under any circumstances be responsible for the collection of the signature or of any other data extracted by the external provider of electronic signature services.
Article 7 - Data Protection
“Just the usual GDPR, nothing needs to be added here...”
- All provisions relating to Data Protection are set out in the Data Protection Policies. The Data Protection Policies are binding upon the User on the same basis as these T&Cs.
For access, please click here: Data Protection Policy
Article 8 - Availability
“Because we're always here for you.... That is, the Platform is always here for you, some of us foxes have got fox cubs to look after you see... ”
- Tilkee for Sales is a digital Platform available 24 hours a day, 7 days a week.
- However, Tilkee shall not be held liable for any Platform outages caused by events outside of its exclusive control and/or for any power outages or electronic telecommunications network failures.
- Similarly, Tilkee shall have no liability in the case of an event of force majeure.
- Tilkee reserves the right to take all or part of the Platform off-line, with or without prior notice, for technical reasons and/or maintenance. The Professional agrees that Tilkee shall have no liability whatsoever with regard to any party, as applicable.
Article 9 - Term of the Services
“Temporality is simply an objective notion relating to the scale of causality specific to the defined performance of the whatever with regard to the because.... Yup, that doesn't mean anything, so read this instead.”
- The Services are subscribed for in the context of a Subscription which may be monthly or annual.
- For a monthly Period, the Subscription applies from the first to the last day of the month. If a Subscription starts other than on the first of the month, it starts on the date of the subscription and runs until the day before the same date in the next month. For example, a Subscription agreed on 16 May runs until the evening of 15 June. Subscriptions are automatically renewed for successive one-month Periods from the same dates.
- For an annual Period, the Subscription applies from the first day of the subscription until the day before the same date in the next year. For example, for a subscription agreed on 16 June, the Period comes to an end in the evening of 15 June the following year.
- The Subscription may be terminated by the parties in accordance with the methods set out in article 14.
- The Professional expressly acknowledges that payment shall be due for any Period started.
Article 10 - Financial Terms and Conditions
“Foxes shall neither a borrower nor a lender be”
- Following the trial period, the Professional, in order to keep using the Services, must choose one of the Subscription options for Tilkee for Sales. To do this, the Professional must fill out a Direct Debit agreement for the purpose of paying for the Services in virtual form or via any other method considered more appropriate by the Payment Processing Partners.
10.1 -- Prices
- The prices charged for the various Subscription options offered by Tilkee are set out on Platform. These vary depending on:
- whether or not the Professional is able to create Employee Accounts;
- the number of Sales Documents that can hosted via the Platform;
- the type of alert used to inform the Professional that a Prospect has looked at a Sales Document;
- the settings defined for the Dashboard;
- the storage volume placed at the disposal of the Professional;
- the degree of formatting and customisation applied to the Sales Documents;
- other specific details as stipulated in the subscription offer, if applicable.
- Prices are stated in Euros, excluding VAT, in the Tilkee application. The application of VAT to the prices depends on the geographical location of the Professional.
10.2 -- Offers and Promotions
- Tilkee reserves the right to make promotional offers or apply price reductions at its entire discretion and in accordance with the methods of its choice.
10.3 -- Pricing Reviews
- The prices for the various Subscription options may also be reviewed by Tilkee. In this case, Tilkee shall notify any changes in the price charged for their Subscription to the Professionals at least one month before the date on which the new pricing comes into force.
- Any Professional who does not accept the new prices may terminate his Subscription in accordance with the terms and conditions set out in article 14.1. If not, he is considered as having agreed to the new price.
10.4 -- Detailed payment methods
- Unless other detailed payment methods are agreed by Tilkee and the Professional, all financial transactions relating to payment of the Subscription fee are entrusted to the Payment Processing Partners who shall be responsible for processing and security.
- Tilkee has no involvement in these services which are rendered at the sole liability of the Payment Processing Partners.
- Payment for the services is made via direct debit. For this purpose, the Professional must complete a direct debit authorisation form when registering with the Platform.
- Direct debits are applied by the Payment Processing Partners who are the unique holders of the Professional’s bank details for this purpose. Please note that Tilkee does not retain any bank details and only retains encrypted or pseudonymised data.
- The monthly Subscription fee is paid via direct debit within seven (7) days of the start of each Period.
- The Professional represents and warrants to Tilkee that he holds all authorisations necessary to pay the Subscription fee in accordance with the detailed methods set out in this article. He shall take all measures necessary to ensure that the Subscription fee can be paid by direct debit.
10.5 -- Invoicing
- Tilkee issues monthly invoices for monthly Subscriptions.
- For annual Subscriptions, no invoices other than the initial invoice will be issued to the Professional unless the latter orders new services which shall then be covered by new invoices.
- A hyperlink enabling the invoices to be downloaded is provided to the Professional via his Professional Account.
10.6 -- Payment Incidents
- If any payment incidents occur during the application of the direct debit process, the Professional shall have thirty (30) days following the date of confirmation of the payment incident in which to be compliant by paying the invoice via any appropriate means.
- The Professional is hereby informed and expressly agrees that any delay in the payment of all or part of any amount due after thirty (30) days shall automatically and without prior notification lead to:
- all amounts owed by the Professional becoming immediately due for payment,
- the immediate suspension of all Services underway until full payment of all outstanding amounts has been made,
- the invoicing by Tilkee of late payment interest, after the expiry of a period of thirty (30) days, at the ECB statutory interest rate plus ten (10) points, based on the outstanding receivable when due.
- the payment to Tilkee of 40 Euros as a fixed fee recovery payment.
Article 11 - Obligations Incumbent upon the Professional
“In “L’Amour en Zodiaque”, André Mathieu says “Loyalty does mean an obligation of some kind, a contract that must be honoured”, we don’t know him, we haven't even read it, but he was certainly quite right”.
- Without prejudice with regard to all other obligations set out in these T&Cs, the Professional shall comply with the following obligations:
- Comply with these T&Cs at all times as well as with all laws and regulations in force and not infringe the rights of any third parties or public order.
- Comply with all regulations applicable to personal data and email marketing for professional purposes.
- Be responsible for the proper completion of all formalities, notably administrative, tax and/or relate to employment incumbent thereupon, as applicable, in relation to this use of Tilkee for Sales. Tilkee shall not under any circumstances have any liability whatsoever in this respect.
- Ensure active cooperation with Tilkee for the proper performance of these T&Cs. In particular, the Professional shall inform Tilkee immediately of any difficulties related to the performance of Tilkee for Sales.
- Be held liable for his use of Tilkee for Sales. The Professional shall use Tilkee for Sales on a strictly personal and professional basis.
- Accept that Tilkee may monitor consultations of the Sales Documents by Prospects and shall decide to inform the latter at its sole discretion, should it wish to do so.
- Be liable for the content of all kinds featured in the Sales Documents (wording, images, audio and video files, etc.) circulated by the Professional by Tilkee for Sales.
- Represent and warrant to Tilkee that the Professional holds all rights and authorisations necessary for the circulation of the content of the Sales Documents.
- Make a commitment stating that the said content is lawful, does not breach public order, morality or third-party rights, does not breach any legislative or statutory provision and, more generally, is in no way liable to trigger third-party or criminal liability for Tilkee.
- Shall hold Tilkee harmless with regard to any complaints, claims, action and/or grievances of any kind whatsoever that could be filed against Tilkee, notably pursuant to the violation by the Professional of any one of the provisions of these T&Cs. The Professional shall also compensate Tilkee for any damages potentially incurred thereby and shall pay all costs, charges and/or fines potentially paid as a result thereof, including legal fees.
Article 12 - Prohibited Actions
“The terms “worms” or “Trojan horse” might be fun, but here at Tilkee, we’re allergic to all of these little pests…”
- Without prejudice as to the provisions of article 11, the following are strictly prohibited:
- Carrying out any illegal multi-tier marketing, such as pyramid schemes, via Tilkee for Sales;
- Requesting log-on details and accessing an account held by another person or entity;
- Infringing the security and authentication measures;
- Intimidating and/or harassing any other person;
- Acting in any manner that could de-activate, overload or otherwise prevent the proper performance or appearance of Tilkee for Sales (such as an attack leading to denial or service or interference with the downloading of pages or other functionalities of Tilkee for Sales);
- Carrying out any unlawful or fraudulent activities or any activity that could harm the rights and security of third parties;
- Causing harm to public order or violating the law and regulations in force;
- Breaching the Tilkee or Tilkee for Sales systems;
- Using any kind of data gathering system, robot or other procedure for the collection and extraction of data relating to the Services;
- Breaching the IT systems of any third party or carrying out any actions that could damage, control, interfere with or intercept all or part of a third party's IT system or breach the integrity or security thereof;
- Stealing the identity of any individual or entity, making false statements relating to links to any individual or entity or misrepresent such links;
- Using Tilkee for Sales in order to improve the web listing of a third-party website;
- Copying and/or embezzling in person or on behalf of a third party the concept of, technologies used by, or any other element of Tilkee for Sales;
- Causing harm to the rights and financial, commercial and moral interests of Tilkee or of users of Tilkee for Sales;
- Requesting payment for, selling or granting all or part of the access to Tilkee for Sales, as well as the information hosted and/or shared thereby;
- Enabling and/or encouraging the violation of these T&Cs or of our regulations;
- Helping with or inciting, in any form and in any manner whatsoever, one or several of the actions and activities described above and, more generally, any practice leading to the misuse of the Services for any purpose other than those for which they have been designed;
- The Professional shall also not circulate (without restriction):
- Any content that is pornographic, obscene, indecent, shocking or unsuitable for family viewing, defamatory, insulting, violent, racist, xenophobic or revisionist;
- Forged content;
- Content which breaches third-party image rights;
- Content that is untrue, misleading or proposes or promotes unlawful, fraudulent or misleading activities;
- Content potentially damaging to third-party IT systems (such as viruses, worms, Trojan horses, etc.);
- And, more generally, any content liable to breach the rights of third parties and cause damage to third parties, in any manner and in any form whatsoever.
Article 13 - Sanctions for Breaches
“We’d prefer not to punish you, even if you do like that … (Fifty Shades of Grey)”
- In the event of the violation of any one of the provisions of these T&Cs or, more generally, of any violation of the law or regulations by the Professional, Tilkee reserves the right:
- To suspend access to Tilkee for Sales by the Professional in whole or in part;
- To terminate the Professional’s Account and/or prevent access thereby to Tilkee for Sales;
- To take all appropriate measures and take any legal action;
- If applicable, to inform the relevant authorities, cooperate therewith and provide all information useful for the identification and punishment of any unlawful or illicit activities.
Article 14- Modification and termination of the Services
“It’s going to be hard for us, you’ll be leaving some hurt foxes behind you, but we’ll always be glad to see you back… ”
14.1 -- Cancellation of a subscription by the Professional
- The Professional may cancel his subscription to the Services before the end of the current Period by clicking “Termination” in his Personal Account.
- However, the Professional is signed up for the entire Subscription Period selected by him. The Professional therefore expressly acknowledges that payment is due in full for each Period begun, notably in the event of early termination of subscription. For example, for an offer lasting one (1) month, a professional having accepted an estimate or an agreement must pay for the entire month, even if he then chooses to cancel his subscription before the end of the month.
- No refund or compensation can be claimed by the professional.
14.2 -- At the initiative of Tilkee
- In the event of failure by the Professional to comply with these T&Cs, Tilkee reserves the right to terminate the corresponding access to the Services with immediate effect via letter, fax or email. No refund or compensation shall be due thereto.
- In the context of monthly Subscriptions, Tilkee reserves the right to amend or stop offering all or part of the Services at any time, at its sole discretion. The Professional shall be notified of such modifications and/or abandonment via any appropriate means, with notice of one (1) month.
- In the context of annual Subscriptions, Tilkee reserves the right, at its sole discretion, not to authorise the Professional to renew the Services at the end of the Subscription Period.
- Termination comes into force automatically on the date of sending by Tilkee of a written document addressed to the Professional in application of this article. The Professional then has seven (7) days in which to recover all of the information placed on-line from his Account. During this period, the Professional will no longer be able to use any Tilkee for Sales Services. After this period, the Professional’s Account is deleted automatically without prior notice.
14.3 -- End of the Subscription period
- Monthly Subscriptions are renewed automatically each month and cannot therefore expire without the express consent of the Professional.
- Upon expiry of an annual Subscription period, the Professional’s account is suspended until a new monthly or annual Subscription is agreed. This suspension blocks the creation of any new Sales Documents and prevents the modification or sharing of any existing Sales Documents.
- The user retains the option to delete his Tilkee for Sales Account at any time.
- To continue to enjoy the full range of Tilkee for Sales Services, the Professional must take out a new Subscription.
14.4 -- Consequences of the termination of the Services
- The termination of the Services, for any reason whatsoever, leads to the deletion of the Account opened by the Professional who therefore no longer has access to his Personal Account. The Professional must therefore ensure that all information accessible via his Personal Account (notably any Sales Documents and invoices) has been backed-up, as no copies will be provided.
- The Professional hereby acknowledges that he shall not be entitled to claim the refund of all or part of the price corresponding to the current Period.
Article 15 - Corrections and Assistance
“Super Tilkee, save me! * Hum the tune yourself, otherwise it doesn’t really work… * ”
- Help is available from Monday to Friday, between 9 a.m. and 12.30 p.m. and between 2 p.m. and 6 p.m. (CET), which enables the Professional (via the Live Chat in particular) to inform Tilkee about any malfunctions concerning the Platform. These malfunctions must be reproducible and not caused by the incorrect use or improper settings defined for Tilkee for Sales by the Professional or by any other person or entity, authorised or unauthorised, or by the malfunctioning of any third-party equipment or software or developments carried out by the Professional as a result of his potential use of the API.
- This helpline service does not cover on-site visits by Tilkee for Sales technical staff. Any potential corrections or help requested by the Professional shall be implemented at the discretion and volition of Tilkee on the basis of the type of problem encountered.
- Corrections will be made remotely by Tilkee's technical team.
Article 16 - Guarantees provided by the Professional
“Reassure us, we’ll return the favour!”
- The Professional shall hold Tilkee harmless with regard to any complaints, claims, action and/or grievances of any kind whatsoever that could be filed against Tilkee, notably pursuant to the violation by the Professional of any one of the provisions of these T&Cs.
- The Professional shall compensate Tilkee for any damages potentially incurred thereby and shall pay all costs, charges and/or fines potentially paid as a result thereof, including legal fees.
Article 17 - Exclusion of Liability and Guarantees provided by Tilkee
“Our foxes may be quite exceptional, but unfortunately they can’t promise you everything, and they won’t be putting the bins out…”
- Tilkee makes an undertaking to provide the Services with due care and attention and in accordance with industry standards, it being stipulated that it is bound by a best-efforts obligation and not an absolute obligation, as is hereby expressly acknowledged and accepted by the Professional.
- Tilkee does not guarantee the success of the Sales Documents published on-line by the Professional via the Platform, or the signature of any contracts with Prospects on the basis of these Sales Documents.
- Tilkee is not under any circumstances a party to any contracts signed by and between the Professional and its Prospects and cannot under any circumstances be held liable in the event of any difficulties that could arise during the signature or performance of such contracts or by a party in any potential disputes whatsoever that may arise between a Professional and a Prospect concerning notably the content of the Sales Documents, the representations and warranties and any other obligations whatsoever by which the Professional may be bound.
- Tilkee is not responsible for the use of the Services made by the Professional and, more specifically, by the sending of the hyperlink to the Sales Documents to the Prospects.
- Tilkee is not aware of the content circulated by the Professional in the context of the Services which it does not moderate, select, verify or monitor in any manner whatsoever and in relation to which it acts as a third-party provider of hosting services only. As a consequence, Tilkee cannot be held liable for any content provided by third parties, with any potential claims being filed in the first instance against the author of the content in question. The content having caused prejudice to a third party may however be the subject of a complaint filed with Tilkee, Tilkee then reserving the right to take all appropriate measures.
- Tilkee shall have no liability whatsoever with regard to the potential loss of the Sales Documents, or, more generally, of any information accessible via the Professional’s Personal Account, with the Professional being responsible for making back-up copies of all information considered necessary and not being entitled to claim any compensation whatsoever on this basis.
- Tilkee shall have no liability whatsoever for any distortions and/or inaccuracies in the data featured in the Dashboard due to the functioning of the web browser used by the Professional and/or the Prospect.
- Tilkee shall carry out regular checks to ensure that the Platform remains accessible and fully operational. For this purpose, Tilkee reserves the right to interrupt access to the Platform on a temporary basis in order to carry out maintenance. Similarly, Tilkee cannot be held liable for any temporary impossibility or difficulty in accessing the Platform potentially caused by circumstances beyond its control, events of force majeure or again caused by disruption to telecommunications networks, the Professional being well-aware of the complexity of global networks and of peaks in Internet use at certain times.
- The Services are provided by Tilkee as found and without guarantees of any kind, either explicit or implicit. In particular, and subject to the constant search to improve performance and progress notably, Tilkee provides no warranty to the Professional that the Services will be totally free from all errors, vitiation or defects. Also, Tilkee provides no warranty that the Services, being standard and in no way offered to one single Professional only on the basis of his own personal constraints, will meet his specific needs and expectations.
- In any case, in the event of the non-performance by Tilkee of its obligations pursuant to this agreement, any liability that may be incurred thereby on the basis of these T&Cs shall be expressly limited to the foreseeable damages (excluding any indirect or consequential damages) capped at ten percent (10%) of the pre-tax total of any amount paid to Tilkee by the Professional in the six (6) months preceding the event having triggered such liability.
- The Professional has sole liability for his own IT equipment and shall ensure that his internet connection is secure when using Tilkee for Sales. Tilkee shall not in any case be held liable for any misappropriation of the data of the Professional during the use of Tilkee for Sales.
- Despite all of the security measures put in place, Tilkee cannot make an undertaking to the Professional that there is a total absence of any risks that could in particular be generated by a cyber-attack, by hacking or by any other action outside or within Tilkee that could lead to the theft, loss or destruction of the data of the Professional or of the company.
Article 18 - Intellectual Property
“Our creativity is like our fur: if you steal it, we die. And you wouldn’t want us foxes to be come an endangered species would you”
- Any element formatted directly by Tilkee on the platform is its property.
- Tilkee for Sales, which includes both the software and all of the Intellectual Property rights referred to in these T&Cs are and shall remain the property of Tilkee. All rights relating to Tilkee for Sales and not expressly granted to the Professional are reserved and retained by Tilkee and any licensees thereof without restriction, including notably Tilkee’s exclusive rights of ownership with regard to the software and the documentation.
- Without imposing any restrictions on the conditions set out above, the Professional hereby agrees not to (and not to allow a third party to):
- Sub-licence, distribute or use Tilkee for Sales other than within the scope of application of the licence granted by these T&Cs;
- Copy, modify, adapt, translate, create derivatives from, carry out any reverse engineering, disassemble or decompile the software or attempt in any other way to reveal the source code or commercial secrets relating to Tilkee Sales;
- Copy or imitate all or part of the design, arrangement or look and feel of the Services which are protected by the Intellectual Property Rights.
- Loan, rent out, sell assign or transfer via any other means the rights relating to Tilkee for Sales;
- Use, publish, forward or introduce any equipment, software or routine which acts or attempts to act as an obstacle preventing the running of Tilkee for Sales;
- Use the brands, trading names, service names, logos, domain names and any other distinctive identifier or copyright or ownership right associated with Tilkee for Sales for any purpose without prior written consent from the latter;
- Register, attempt to register or assist any other person or entity whatsoever with the registration of any brand, trading name, logo, domain name or other distinctive feature, copyright or other ownership right linked to Tilkee for Sales other than in the name of Tilkee for Sales;
- Withdraw, conceal or modify any notice of copyright, brand or other ownership right featured in Tilkee for Sales or on any other element included therein;
- Seek to obtain an injunction in relation to any part whatsoever of Tilkee for Sales based on patent infringement.
- Tilkee shall be held harmless, notably with regard to claims of forgery, for any content published via the Platform by any person or entity other than itself.
Article 19 - Ownership of Statistical Data
“Let’s uncover the invisible side of the world together”
- Tilkee for Sales enables the Professional to obtain statistical data concerning the consultation of his Sales Documents by Prospects.
- The Professional remains the owner of the Personal Data, Resources and of the Sales Documents provided via the Platform, however, Tilkee remains the owner of the statistical data provided to the Professional via its own programmes.
- Once rendered anonymous, Tilkee reserves the option to use, aggregate, compare, share, publisher and assign the consent of the statistical data obtained.
Article 20 - Warranty of Undisturbed Enjoyment
“Warranty of undisturbed enjoyment: A somewhat barbaric way of saying that we’re doing the necessary”
- Tilkee represents and warrants that the Solutions developed thereby are original pursuant to the French Intellectual Property Code and that it holds all intellectual property rights required for the signature of the Agreement.
- Tilkee shall provide a warranty confirming that the Solutions are not liable to infringe the rights of any third parties.
Article 21 - Customer References
“If you like what we do, we like to share this, because we like you too”
- The Professional hereby authorises Tilkee to use his name, trademark and logo as customer references, notably in any marketing documents and on the internet platform, in any form whatsoever.
Article 22 - Advertising
“Fortunately seldom seen even if they do exist, our ads are a bit like your mother-in-law”
- Tilkee reserves the right to place advertising or promotional messages, in the format and subject to conditions to be defined by Tilkee alone, on any page forming part of the Platform and in all communications with Professionals.
Article 23 - Complaints
“We’re sorry to tell you, but problems can occur…”
- Any action taken via the Platform or the Services and which could be prejudicial to a third party may be the subject of a complaint filed against Tilkee.
- This complaint must be sent to Tilkee using the contact details set out in article 1.
- The complaint must state:
- the date of notification,
- the identity of the claimant (if a natural person: full name, job title, professional address, nationality, date and place of birth; if a legal entity: legal form, company name, registered office and entity by which it is legally represented),
- the names and professional address of the addressee (if a legal entity, the company name and registered office),
- a description of the facts of the dispute and the exact location where they allegedly occurred,
- the reasons why the consent must be withdrawn, including reference to the provisions of law and evidence confirming the facts,
- copy of all correspondence sent by the author or publisher of the information or activities in dispute, asking for their interruption, withdrawal or amendment, or evidence confirming that it has been impossible to contact the author or publisher thereof.
- Tilkee shall be free to take all appropriate measures, without any undertaking being made thereby, and/or to forward this complaint to the relevant authorities.
- Any complaint filed by the Professional against Tilkee must be settled in accordance with this article. Any claim filed or issued in violation of this article shall be considered as not having been duly filed. Should the Professional file a complaint in breach of this article, Tilkee may ask to be reimbursed for all legal fees and costs up to a total of 1,000 Euros, subject to Tilkee having informed the Professional in writing that the complaint had been filed incorrectly and to the latter not having duly withdrawn the suite.
Article 24 - Modifications to the T&Cs
“More trendy than fashion week, Tilkee brings out new collections of T&Cs”
- Tilkee reserves the right to amend these T&Cs at any time.
- The Professional shall be informed of such modification one (1) month prior to the coming into force of the new T&Cs, via any useful means.
- Any Professional who fails to accept the T&Cs as amended must, prior to the date on which they come into force, cancel his subscription to the Services.
- Any Professional who uses the Services after the date on which the T&Cs (as amended) come into force is considered as having accepted such modifications.
Article 25 - Governing Law and Jurisdiction
“Our fox cubs prefer French law, sausage from Lyon, wine from Burgundy...”
- These T&Cs are governed by French law.
- The parties hereby agree that any dispute regarding the validity, interpretation and/or application of these T&Cs shall be submitted to the courts in Paris (France) which shall have sole jurisdiction in relation thereto, except where otherwise provided by any mandatory procedures or by an agreement by and between the parties.
Article 26 - Language
“Quite logically given the above, our fox cubs also prefer to speak French, frogs legs, snails and croissants...”
- These General Terms and Conditions shall be drafted and interpreted in French. In the event of a contradiction with any translation thereof, the French version shall alone have precedence for interpretation purposes.
Article 27 - Coming into Force
“When’s the big day? ... Don’t hide your happiness. Need an official invitation?”
- These T&Cs came into force on 05/11/2018 (day/month/year).