Version du 11 juin 2024

1. Preamble and Principles

These general terms and conditions of service (hereinafter the "GTC") apply between:

Wydin, a simplified joint-stock company with a capital of €10,000, registered with the Paris Trade and Companies Register under the number 921 024 188, with its registered office at 13 rue de Naples, 75008 Paris, represented by its President (hereinafter "WYDIN"), and
The User, a natural or legal person with a SIREN number in France or an equivalent number in a foreign country, acting exclusively in a professional capacity for the purposes of their business, industrial, craft, or liberal activities (hereinafter the "USER").
WYDIN and the USER are hereinafter referred to individually as a "Party" and collectively as the "Parties".

The Marketplace is an online marketplace created and operated by WYDIN on the website www.wydin.com and the Wydin application, allowing USERS to present themselves, communicate with each other, request, offer, and pay for services intended for professionals, excluding any consumer (hereinafter the "MARKETPLACE").

WYDIN created the MARKETPLACE, notably to simplify exchanges between professionals, democratize service transactions between professionals, and facilitate market access for very small, small, and medium-sized businesses.

The operating principles of the MARKETPLACE are transparency, equal opportunity, free competition, fairness, predictability, sustainability, and self-sufficiency, meaning that the content of the MARKETPLACE depends on the activity of each of its USERS, with WYDIN only providing an exchange platform.

Access to the MARKETPLACE is only possible after subscribing to a subscription (hereinafter the "SUBSCRIPTION").

The USER is free to use or not use all or part of the services offered by WYDIN through the MARKETPLACE; if they do, the USER agrees to comply with these GTC, which is an essential condition for WYDIN's acceptance of the SUBSCRIPTION.

By accepting the GTC, the USER expressly declares that they have previously had access to all relevant information for them and that they have been able to ask any questions to WYDIN and have received satisfactory answers, and that consequently, their commitment is entered into under clear, understandable, and predictable terms and conditions.

2. Purpose

The GTC specify the terms, conditions, rights, and obligations of the Parties regarding the use of the MARKETPLACE.

WYDIN is neither obligated nor intended to seek a professional partner on behalf of the USER, and the use of the MARKETPLACE does not involve any brokerage service by WYDIN.

3. Contractual Documents

The acceptance of the GTC implies the full and unconditional acceptance of the following documents, which have been communicated to the USER in advance and are accessible on the website www.wydin.com and the Wydin application, and together constitute the foundation of the contractual relationship between WYDIN and the USER:

• The General Terms of Use of the website www.wydin.com and the Wydin application (hereinafter "GTU")
• The Personal Data Protection Charter
• The General Terms and Personal Data Processing Policy of the online payment service provider, as specified in Article 6.3 below

4. Subscription

Access to the MARKETPLACE is exclusively reserved for USERS subscribed to one of the plans described on the website www.wydin.com and the Wydin application.

The SUBSCRIPTION is only open to legally capable individuals, who meet the definition of "USER" in Article 1 above and who upload all requested and valid documents to the MARKETPLACE at the time of their registration.

WYDIN reserves the right to verify the information entered by the USER at the time of the SUBSCRIPTION and may, at any time, without liability, refuse the registration of a USER, with the refusal being notified to the email address provided by the USER and justified (for commercial, ethical, or legal reasons).

The SUBSCRIPTIONS are indefinite and vary according to the features they include for the USER.

Regardless of the chosen SUBSCRIPTION plan and unless expressly indicated as free, the USER agrees to pay the monthly subscription fee, which will be deducted from the bank account provided at the time of subscription, on the first day of each calendar month.

Any month of subscription begun is fully due, even in the case of early termination of the subscription within the month.

5. Marketplace Services

The MARKETPLACE is an online intermediation service provided by WYDIN on the website www.wydin.com and the Wydin application, excluding any other functionality or method carried out outside the MARKETPLACE.

The services concluded between USERS via the MARKETPLACE are deemed to exist only after completing all the steps under the "Call for offers," "Offer," or any other buttons provided for this purpose on the MARKETPLACE.

Through the MARKETPLACE, the USER can:

• Create their professional profile
• Present their business and services
• Promote their services
• Communicate with other USERS via secure messaging
• Post calls for offers to other USERS
• Respond to calls for offers posted by other USERS
• Access a directory of companies
• Carry out commercial transactions for service sales
• Search for content published on the MARKETPLACE

6. Price

6.1. Subscription Price

The subscription price is indicated on the website www.wydin.com at the time of subscription. It is payable monthly.

6.2. Payment Terms - Late Payment

All payments through the MARKETPLACE are made in Euros. Any conversion and payment fees are the responsibility of the USER making the payment.

The online payment services are provided by an authorized third party with whom WYDIN has entered into a mandate contract. Acceptance of the online payment service by the USER commits them to the third-party payment provider whose contact details and general terms are accessible by clicking here, and whose data processing policy is accessible by clicking here.

Any late payment will automatically incur interest at the contractual rate of 5%, due and payable as a result of the delay without the need for a formal notice, plus a fixed recovery fee of €40.

6.3. Tax and Social Obligations

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The USER complies with their tax and social obligations in France, in accordance with the official administration notices available here for social matters and here for fiscal matters. They ensure the thresholds for VAT application for service provision, which is set at €77,700 excluding tax starting in 2023 in France.

7. Common Obligations of the Parties

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The Parties act in good faith and with loyalty towards each other and the other USERS of the MARKETPLACE.

Each Party declares and guarantees that:

• It is legally constituted in accordance with the laws and regulations in force in the territory where its registered office is located;
• The SUBSCRIPTION on the MARKETPLACE does not constitute a violation of any civil, criminal, or administrative obligation;
• It has all the rights, powers, and authorities required to contract and execute its obligations and grant rights, licenses, and authorizations;
• All information provided or made available by each Party to the other Party is accurate and complete, and they promptly update the information if necessary to ensure that it remains accurate and complete at all times;
• Neither Party is subject to sanctions nor otherwise designated on any list of prohibited or restricted parties, nor is it controlled or owned by such a party, including but not limited to the lists maintained by the United Nations Security Council, the United States government, the European Union or its members, or any other competent governmental authority.

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8. WYDIN's Obligations

WYDIN is neither an online broker nor an online search engine provider and has no obligations in this regard.

WYDIN has no obligation to mediate USERS and does not represent USERS.

WYDIN never assists USERS in presenting their profile or marketing their services via the MARKETPLACE.

WYDIN is an online intermediation service provider and, as such, it:

• Hosts USERS' data on the MARKETPLACE,
• Secures the data on the MARKETPLACE,
• Verifies USERS' identification in advance,
• Provides USERS with a personal space to present themselves and offer services,
• Ensures the optimal functioning of the MARKETPLACE.

9. USER Obligations

9.1 Regarding WYDIN

The USER is solely responsible for meeting the legal, regulatory, and contractual obligations that apply to them in the context of their registration and use of the MARKETPLACE.

The USER is responsible for providing the necessary computer and telecommunications resources to access the MARKETPLACE and bears all costs associated with internet access and use of the MARKETPLACE.

The USER is solely responsible for the information they publish on the MARKETPLACE, the actions they take via the MARKETPLACE, and the services they sell.

The USER must notify WYDIN of any information that may affect their identification on the MARKETPLACE, such as changes in name, address, the initiation of a collective procedure, etc.

The USER commits to responsible behavior and agrees to only disseminate lawful content and perform lawful actions on the MARKETPLACE, particularly with respect to competition law, criminal law, and intellectual property law.

The USER must immediately inform WYDIN in writing of any illicit information or services on the MARKETPLACE that they become aware of.

The USER agrees not to harm the image or reputation of WYDIN or the MARKETPLACE.

The USER is solely responsible for the security of the password chosen for accessing their profile on the MARKETPLACE. They agree not to disclose it to third parties and remain solely responsible for all actions carried out on the MARKETPLACE using their password.

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9.2 Regarding Other USERS

The USER only offers lawful services via the MARKETPLACE.

Before making any payment via the MARKETPLACE, the USER must ensure the identity of the payment recipient.

The USER selling a service to another USER must provide them with an invoice for each service purchased, with or without VAT, as applicable.

The USER agrees to perform contracts made in good faith and is solely responsible for the obligations arising from contracts with other USERS.

The USER agrees to comply continuously, during their SUBSCRIPTION, with applicable legislation regarding the conduct of professional activities (including registration, accounting obligations, social and tax obligations, etc.).

10. Recommendations and Statistics

On USERS' profiles, to ensure transparency, equality, and fairness among USERS of the MARKETPLACE, WYDIN has predefined objective presentation criteria, publicly available, based on factors such as size, numbers, industry, etc., which the USER can select based on their situation and may complement with free information for which they are solely responsible.

Using the MARKETPLACE implies full and unconditional acceptance of receiving, upon the USER's request, public recommendations and reviews from other USERS regarding services contracted via the MARKETPLACE, as well as participating in automated statistics on the USER's activity on the MARKETPLACE.

The USER cannot influence the statistics except through their actual activity on the MARKETPLACE.

WYDIN is neither the publisher nor responsible for the content of the recommendations and statistics, which depend on each USER's activity.

11. Suspension, Restriction, or Termination of Access to the MARKETPLACE

11.1. By WYDIN

WYDIN makes its best efforts to keep the servers hosting the services available 24/7, subject to force majeure events, events outside WYDIN’s control, or scheduled maintenance periods, updates, and exceptional interruptions.

The MARKETPLACE services may be interrupted for maintenance and repair work. As far as possible, such work will be carried out during hours of low usage, typically between midnight and 6 a.m. CET.

WYDIN may proceed, after notifying the USER within a reasonable time frame, with slowdowns, suspensions, or complete shutdowns of the MARKETPLACE for technical reasons such as, notably, computer upgrades, system extensions, or system modifications.

The USER acknowledges that networks have varying transmission capacities and individual usage policies, and no one can guarantee the proper functioning of the internet as a whole. The USER accepts reasonable risks related to the imperfection or unavailability of services (e.g., accessibility of content, page load delays).

11.2. By the USER

WYDIN may remove, without notice or compensation, any Offer or information published by a USER on the MARKETPLACE that does not comply with WYDIN's publishing rules in the T&Cs and/or that may infringe third-party rights.

If applicable, WYDIN will notify the concerned USER before taking effect and will provide the reasoning for its decision and the specific circumstances, including reports from third parties, that led to the decision, without prejudice to confidentiality obligations or professional secrecy imposed on WYDIN by law.

WYDIN may restrict, suspend, or terminate the provision of MARKETPLACE services to a USER for a legitimate reason, such as:

• Serious breach by the USER of any provision of these T&Cs,
• Proven suspicion of an infraction committed by the USER or their involvement,
• Opening of collective proceedings against the USER that may negatively impact their obligations contracted via the MARKETPLACE,
• Promotion of unlawful services,
• Offensive, discriminatory, racist, or sexist communications, or any communication or activity contrary to good morals,
• Proven violation of third-party intellectual property rights,
• Non-payment of fees for six consecutive months or more.

In the case of access restriction, suspension, or termination, the USER will be informed in writing of the motivation for the decision thirty days before it takes effect, unless one of the following cases applies, where the decision is immediate:

• The concerned USER has waived it through a written statement or clear affirmative act,
• WYDIN has a legal or regulatory obligation to change its T&Cs in a way that does not allow the notice period to be respected,
• WYDIN exercises a right of termination for an imperative reason provided by national law in compliance with European Union law,
• The applicable law allows immediate termination where, considering all circumstances and the interests of both parties, it is not reasonably foreseeable to expect the contractual relationship to continue until its agreed end or until the expiry of a notice period,
• For legitimate reasons,
• WYDIN can prove repeated violations of the T&Cs by the USER.

12. Modification - Deletion - Termination of Subscription

The USER may modify or delete their SUBSCRIPTION under the following conditions.

Modifying the SUBSCRIPTION allows the USER to change the subscription plan, either from a free plan to a paid one or between different paid plans, as specified on the site or Wydin application. Changing the SUBSCRIPTION does not entail deleting the USER's account.

Deleting the SUBSCRIPTION ends all subscriptions and deletes the USER's account.

Unless for the free SUBSCRIPTION, which can be modified or deleted at any time, the USER can modify or delete a paid subscription, whether initial or tacitly renewed, only at its expiration, in advance and without reason, by clicking on the corresponding button via their USER account (delete the subscription or change the type of subscription).

Notwithstanding the above, any breach of these T&Cs by one Party allows the other Party to terminate the SUBSCRIPTION after sending a written notice, remaining unanswered for fifteen days from receipt.

Any termination is without prejudice to damages.

13. Confidentiality

The Parties ensure the strictest confidentiality of the information exchanged for the purposes of the SUBSCRIPTION and the functioning of the MARKETPLACE, except for mandatory payment-related communications.

Confidential information includes, but is not limited to, private messages, banking and financial information, the identity of USERS with whom another USER contracts via the MARKETPLACE (unless consent for disclosure), pricing information, VAT numbers (except when required in invoices).

Business secrets do not prevent the disclosure of information to relevant authorities regarding the fiscal and social status of USERS on the MARKETPLACE.

The identity of the USER is not confidential since the profiles of each USER on the MARKETPLACE are publicly accessible and may appear in third-party search engines.

14. Technical and Personal Data

Technical or contractual information provided by the USER is retained by WYDIN for up to ten years after the end of the SUBSCRIPTION, for the purpose of fulfilling legal and regulatory obligations.

The rights of USERS regarding personal data are described in the document "Personal Data Processing Policy" available on www.wydin.com and on the Wydin application.

15. Liability - Limits

Any breach of obligations by a Party will result in liability under legal and regulatory conditions.

The USER agrees to be solely responsible for the activities carried out via the MARKETPLACE and waives the right to seek redress from WYDIN for any consequences related to their own activities on the MARKETPLACE.

The USER is solely responsible for the information they publish on the MARKETPLACE, with WYDIN not controlling its content before publication.

The USER is solely responsible for any direct or indirect harm they may suffer due to inaccurate, incomplete, or misleading information they provide during their SUBSCRIPTION or due to a lack of updates.

WYDIN makes no guarantees regarding the services offered or provided by USERS via the MARKETPLACE.

If WYDIN's liability is invoked due to an act committed by the USER, the USER agrees to indemnify WYDIN from any possible legal proceedings or judgments.

WYDIN can never be held responsible for any indirect harm suffered by the USER, such as loss of profits, loss of opportunities, turnover or orders, data loss, or damage to the USER's image or reputation.

WYDIN shall not be held liable for non-compliance of services sold by the USER.

16. Disclaimer of Liability

Neither Party shall be liable to the other Party in the event of a total or partial failure to perform any of its obligations when such failure is due to force majeure or an unforeseen event, including but not limited to: natural disasters, war, sabotage, terrorism, insurrection, riots, or any other act of civil disobedience, acts or requirements of a governmental authority, court decisions directly affecting the execution of this agreement, strikes, boycotts, epidemics, or pandemics.

17. Intellectual Property

With the exception of content provided by the USER on the MARKETPLACE, WYDIN is the creator and sole owner of the MARKETPLACE and all its components (text, colors, graphics, videos, logos, images, etc.).The USER’s right to use the MARKETPLACE services after SUBSCRIPTION does not grant them any exploitation license or any other rights over the MARKETPLACE or its content.By creating content on the MARKETPLACE, the USER expressly authorizes WYDIN to use and exploit this public content within the framework of the MARKETPLACE or for WYDIN’s business purposes, for the duration of the SUBSCRIPTION and for three years after its termination for any reason.Any full or partial reproduction or representation of the MARKETPLACE or any of its components without the express prior written authorization of WYDIN is strictly prohibited and may constitute copyright infringement, subject to legal action and penalties, including civil, criminal, or administrative sanctions.

18. Insurance

The USER agrees to subscribe to civil liability insurance corresponding to their activity on the MARKETPLACE, applicable throughout the duration of their SUBSCRIPTION, with a reputedly solvent insurance company.

19. Independence of the Parties

The conclusion and/or execution of these Terms and Conditions shall not be interpreted as creating any dependency relationship between WYDIN and the USER, with each party remaining a legally and economically independent entity.The conclusion and/or execution of these Terms and Conditions has no impact on the ownership and control of the intellectual property rights of WYDIN and the USER, with each remaining individually free and responsible for their logos, trademarks, trade names, and, more generally, their intellectual property rights.

20. Independence of Clauses

If any clause of these Terms and Conditions is declared null or unenforceable, this shall not affect the other clauses, which shall remain valid and enforceable between the Parties.

21. Miscellaneous

WYDIN may unilaterally modify these Terms and Conditions with a minimum notice period of fifteen calendar days, except when the necessity to proceed with the change without respecting the notice period arises from a legal or regulatory obligation imposed on WYDIN, including:

• If WYDIN is subject to a legal or regulatory obligation to change its general conditions in a way that does not allow it to comply with the aforementioned notice period;
• If WYDIN must exceptionally change its general conditions to address an unforeseen and imminent danger to protect online intermediation services, consumers, or other business users from fraud, malware, spam, data breaches, or other cybersecurity risks.

If any provision of these Terms and Conditions is declared null or unenforceable for any reason, this shall not affect the other provisions, which shall remain applicable and binding between the Parties.

22. Notifications – Disputes

The USER may notify WYDIN in writing, in French and/or English, regarding any questions, disputes, or reports related to the use and operation of the MARKETPLACE at the following address: contact@wydin.com.

Any dispute between USERS shall be resolved according to the dispute resolution terms defined between them in the Service Agreement, in which WYDIN is a third party and shall not be involved or concerned.Any dispute between WYDIN and a USER regarding the negotiation, formation, execution, or termination of these Terms and Conditions or the SUBSCRIPTION shall be subject to an attempt at amicable resolution before two mediators, each chosen by one of the Parties from a list of officially registered independent mediators in France.

If no amicable resolution is reached at the end of the mediation process or, failing that, within thirty days following the mediation attempt by one Party towards the other, the dispute may be submitted to the Commercial Court of Paris, to the exclusion of any other jurisdiction, except in cases where a mandatory public order jurisdiction in Paris applies.

23. Applicable Law

These Terms and Conditions, all contracts and commitments arising between the Parties, and the MARKETPLACE are governed by French law.

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