General Conditions for the supply of services of the multi-merchant loyalty program Youseeme
The present General Terms and Conditions of supply of services of the Youseeme loyalty program (hereinafter referred to as the “General Terms and Conditions for the supply of services”) govern the terms and conditions of the use by the partners of the software solution available on the Youseeme web site and apply, without restriction nor reserve, at any purchase of services proposed by the Society Octave UCME through the software solution available on the web site Youseeme and/or via a mobile application developed by Octave UCME, allowing a merchant partner to propose to Youseeme members to pay for the products and services it provides, to ensure the follow-up of the commercial relationship with the said clients/members and benefit of such programs of loyalty.
This program of subscription is provided by Octave UCME, a limited liability company with a capital of EUR 50000, whose headquarters is located at 805 Avenue Guillibert of the Lauzière 13290 Aix en Provence Les Milles, registered at the RCS of Aix en Provence under the SIREN number 823182407, hereinafter referred to as Octave UCME.
We invite our partner to read carefully the General Terms and Conditions of supply of services (CGFS) before completing the online registration formalities of the software solution available on the Youseeme multi-merchant Loyalty Program web site.
By checking the box ” I accept without reserve the general conditions for the supply of services” in the “Partner Subscription” form, the registering Partner expressly recognizes that it has carefully read and understood the general conditions for the supply of services in force on the day of its acceptance and that he accepts them in their entirety. The present General Terms and Conditions of supply of services are therefore the contract binding the Partner member and Octave UCME.
The acceptance of the General Terms and Conditions for the provision of services by the Partner as shown above is retained and archived by Octave UCME in its computer systems in a manner unalterable, secure and reliable.
The terms of the General Conditions for the supply of services applicable to the software solution available on the web site Youseeme as well as their possible amendments which are available on the web site of Youseeme.pro are applicable to the partner Member using the software solution available on the Youseeme web site.
Octave UCME is in right to modify the present General Conditions for the supply of services at any time and will publish these General Terms and Conditions for the provision of services modified directly on the Internet site of Youseeme.pro (http://www.youseeme.pro).
The General Conditions for the supply of services aim to define the conditions in which Octave UCME concedes to the partner Member the right to use the software solution available on the web site Youseeme and provides the partner with the products and services described below (the “benefits”) in order to enable the partner to provide to Youseeme members the payment and loyalty services detailed hereinabove.
When the partner registers to the software solution available on the web site Youseeme and to its multi-commerce loyalty program, the partner Member accepts and confirms that:
- The registering partner has read, understood and accepted the terms and conditions for the provision of services,
- The partner meets the conditions for member,
- The registering partner agrees to fulfill the conditions of KYC
- The registering partner consents to this that the whole of the provisions set out in the contract are applicable until the partner or Octave UCME cancels its membership following the terms of the General Conditions for the supply of services.
ARTICLE 1. Definitions
We have assigned a specific meaning to certain words used regularly in this contract. You will find below the definitions:
Balance : Refers to the total amount available on the eWallet account, at a moment T.
Bartcoins : virtual currency awarded to members either by the multi-merchant loyalty program, or by the partners. Usable only between the members of the application Youseeme and partners.
Benefits : Refers to the benefits provided by Octave UCME to the Partner such as described in Article 2 of the General Conditions.
Data : Refers to a set of information about the Youseeme member and/or the partner merchant
Discount : Refers to a decrease in the price granted on a purchase by the merchant partner to Youseeme members
eWallet account : eWallet Account: Secure electronic wallet available to the users of the multi-merchant fidelity program that can hold their funds in euro, and make payments of Bartcoins once converted to euro.
Member: Designates the members of the Youseeme multi-merchant Loyalty Program using the Youseeme application and likely to pay the partner by using the application.
Membership: Contract between UCME octave and the partner member to the regular supply of services. The fact of becoming a member in the Youseeme multi-merchant loyalty program.
Membership Account : Refers to the personal virtual space of each member of the Youseeme service. The user account can be accessed by entering a valid email address / password pair that are only known to the user, having been provided by the latter at the time of the registration to the service Youseeme.
Merchant partner: also designates a Partner
Order: Refers to any transaction carried out by a Member from an Octave UCME partner, and applicable to products that the latter proposes.
Package : Means an element of pricing in Annex 1, defined in advance and independent of additional benefits
Registered partner: A partner merchant of Octave UCME who has subscribed to the software solution available on the web site Youseeme provided by Octave UCME, in application of the present General Conditions for the supply of services.
Software Solution : Refers to the services available on the web site of Youseeme (Https://web.youseeme.pro), published by Octave UCME, and accessible via a web interface allowing, in particular, to Octave UCME to provide the services to registered Partners.
Youseeme Application : designates the mobile service Youseeme, which is published by Octave UCME and must be downloaded by the Members from application stores compatible with their mobile device, and of which the multi-merchant loyalty program is a component that allows members to avail of benefits and/or reductions which are provided by Octave UCME or its partners and which are either related to the status of the member (Bronze, Silver, Gold, Platinum).
ARTICLE 2. Benefits
2.1 License To Use
Octave UCME concedes to the Partner a license (the “License”) of non-exclusive use of the software solution for France, for the duration and only to the end of the execution of the contract and subject to the payment of a fee included in the corresponding package chosen by the Partner (the “package”) and mentioned in Annex 1.
In the event of a settlemnt of purchases by a member through the Youseeme application, Octave UCME draws a percentage (Commission) according to the program of the subscription of the partner merchant as stipulated in the Annex 1. These levies will be executed at the end of each month. The funds thus received by Octave UCME will be transferred to the eWallet account of each concerned Member.
Octave UCME undertakes to publish the information and offers of the merchant partner relating to the products and services provided by the latter to the members according to the program of the subscription of the merchant partner as stipulated in the Annex 1
Octave UCME undertakes to provide the marketing tools according to the program of the subscription of the merchant partner as stipulated in the Annex 1
Octave UCME undertakes to provide training on the software solution for remuneration, as stipulated in Annex 2.
Octave UCME undertakes to provide a service allowing the integration of visuals for the publication of information, products and services of the merchant partner for remuneration, as stipulated in Annex 2.
ARTICLE 3. Commitments of Octave UCME
Octave UCME undertakes to deploy all the care and diligence necessary to the good execution of the benefits. Octave UCME will implement the appropriate means, both at the level of the staff and used tools, especially related to computer systems, and will bring all its know-how to ensure quality of service and the proper execution of the benefits.
In the event of a failure of the software solution, the merchant partner will, without delay, notify Octave UCME of the nature of the failure by writing. Without prejudice to the provisions of article 11 of the General Conditions, Octave UCME undertakes to intervene as soon as possible to remedy the said failure.
Octave UCME undertakes to give the merchant partner automatic access and free updates and developments in the software solution as soon as they are available.
ARTICLE 4. Obligations of the partner Trader
The merchant partner undertakes to make available to Octave UCME, at first request, all documents, information which may be requested for the purposes of the implementation of the benefits.
The merchant partner undertakes to respect the law 78-17 of 6 January 1978, “Informatics and Freedoms”.
Any use of the software solution not expressly authorized under the present is prohibited. The merchant partner in particular is prohibited to (i) put all or part of the software solution to the provision of third parties, in any manner or, (ii) to treat the data of third parties by means of the software solution, (iii) to alter, remove, conceal or change any information on the holder of the intellectual property rights relating to the software solution, (iv) to modify/adapt the Software Solution (v) decompile, disassemble and/or translate all or part of the software solution, (vi) to write or create any computer program derived from the Software Solution (vii) to access all or part of the software solution and the corresponding documentation in the aim of creating a product Or a service that would compete with the software solution or (viii) to grant a license, assign, rent, lease, loan, transfer, distribute, or otherwise exploit for commercial purposes the software solution and/or the corresponding documentation.
The merchant partner is prohibited, as from the date of entry into force of the contract, and for the duration of the contract (i) to ask for and accept the provision of benefits equivalent or similar to the benefits from other suppliers that Octave UCME, (ii) to conclude with a third party a license giving him the right to use an application with similar or equivalent functionality to the software solution of (iii) develop itself or through a third party, an application with equivalent or similar functionality to the software solution.
ARTICLE 5. Financial conditions
5.1 In consideration of the benefits
The MERCHANT undertakes to pay to Octave UCME the remunerations contained in Annex 1 and 2. The invoices are collected at the end of each month. Payments are made by debit directly to the order of the Octave UCME.
Any default in payment or rejection of withdrawal of all or part of the payments due under the contract leads to the full right to cut the benefits without any other formality. The immediate application of a late fee equal to three times the legal rate of interest, by day of delay from the date of maturity of the relevant invoices, to which is added a lump sum of 40 euros as cost of recovery for the benefit of Octave UCME. A supplementary indemnity may be claimed, provided supporting documents, when the recovery costs exposed are higher than the amount of the lump sum indemnity payment.
5.2 Acquisition of Bartcoins
Upon registration of the subscription (see Appendix 1), 50 Welcome Bartcoins will be credited to the Merchant’s ewallet.
The Merchant can also acquire additional Bartcoins, the operation can only be executed in the Software Solution, “Promotion” section and are payable in cash.
5.3 Return of Bartcoins
The Merchant has the option to return (surrender) Bartcoins acquired, a fee of 0.5% on processing fees will be levied on all Bartcoins returned.
5.4 Conversion of Bartcoins
No fees will be charged for the conversion of Bartcoins into Euros
5.5 Conditions for the withdrawal of Euros
No charge will be made for the transfer of the Euros from the purse to the Merchant’s bank account
ARTICLE 6. Duration
The Contract shall enter into force on the date of registration.
The contract is concluded for an indefinite duration and may be terminated at any time and without cause by one or the other of the Parties, by sending to the other party a registered letter with a request for advice of receipt, provided a notice period of three (3) months.
ARTICLE 7. Guarantees – Update of the Software Solution
Octave UCME ensures that it holds all the rights and titles necessary to grant to the merchant partner the right to use the software solution. Octave UCME ensures that the software solution is working properly. The only commitment of Octave UCME under the guarantee is to correct the software solution in the conditions of Article 3. Octave UCME will be released from any obligation under the guarantee if the malfunctions are not attributable to the software solution. Any intervention by Octave UCME under malfunctions not attributable to the software solution, will be charged to the public tariff in force. Octave UCME MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, with respect to the operation of the software solution. Octave UCME does not guarantee the software solution to be free of errors or risks of interruption.
Octave UCME reserves the right to change the architecture of the software solution, to make updates to the interface and the functionality of the software solution. Octave UCME also reserves the right to modify the commercial or technical name of the latter. Octave UCME undertakes, to this title, to make its best effort to provide the necessary upgrades with limited interruptions in the availability of the software solution for the merchant partner.
The guarantees provided for in this article are limited warranties and they are the only and exclusive guarantees granted by Octave UCME in benefits.
ARTICLE 8. Termination
The termination of the contract will entail the obligation on the part of the merchant partner to pay the whole of the sums due under the Contract.
As from the date of the termination, the merchant partner will not be able to continue the use of the software solution. The merchant partner will thus remain indebted to UCME Octave the sums which have been the subject of the Commissions until the corresponding account is permanently and totally zero balanced.
ARTICLE 9. Intellectual property – Data
The merchant partner recognizes that the software solution is the property of Octave UCME and Octave UCME has all the rights of ownership, in particular, the rights relating to patents, copyright, trade secret, trademark, and databases. The merchant partner has no right to this regard, except those expressly granted by the General Conditions. In addition, nothing in the present terms may be interpreted as limiting the right of Octave UCME to sell, sublicense, modify, publish, distribute or use the software solution in whole or in part, to any other person.
The Merchant Partner grants Octave UCME a non-exclusive license, free during the entire duration of the contract, to use, display, and publish the trademarks, trade names and other distinctive signs of the merchant partner for the needs of the provision of benefits. Any use of trademarks and other distinctive signs of the merchant partner by Octave UCME should, where appropriate, respect the guidelines of use reasonably communicated to Octave UCME by the merchant partner.
The merchant partner recognizes that all data processed or transmitted by Octave UCME in the framework of the services, including the data of the Member and the data of use (hereinafter, the “Data”) belong to Octave UCME and undertakes to (i) process the data according to the instructions of Octave UCME, (ii) not use or access data for any other purpose than that required under the achievement of the terms of these General Conditions and (iii) make sure that no data, even partial, is disclosed to a third party.
ARTICLE 10. Guarantees of the Trader
The merchant partner guarantees and undertakes to indemnify Octave UCME of any cost, loss, liability, damages, expenses, including all costs of justice, costs or counsel fees (collectively, the “losses”) that Octave UCME may suffer or incur, for any reason arising out of an action or a claim filed by a third party arising out of or in consequence of any information provided by the trader broadcast partner through the software solution and which would contain (a) any illegal information, threatening, abusive, or otherwise objectionable; (b) any information misleading or deceptive or distorted presentation with regard to the products or services proposed; (c) any information, document audio, video document, graphic, software or other work in violation of the rights of an author, a Registered trademark or of the intellectual property rights of any other person; (e) any information delivered to any person who would not have given prior to the merchant partner his consent to receive communications by e-mail (sending unsolicited e-mail), the merchant partner being advised that the respect of the legal and regulatory provisions in the matter (in particular, Act No. 2004-575 of 21 June 2004 for the trust in the digital economy) is his responsibility and constitutes an essential condition without which Octave UCME would not have contracted; (f) any other violation by the merchant partner of the General Conditions.
In addition, the merchant partner recognizes that Octave UCME is a third party in the contractual relationship which binds the merchant partner directly with the member during the discounts granted to the Member described in Article 1 of the General Conditions. In this framework, Octave UCME cannot be held responsible for whatever title it is.
Accordingly, the merchant partner remains solely responsible for the supply of its products and services (and in particular for the services of retention) with members and guarantees and undertakes to indemnify Octave UCME of all losses that Octave UCME may suffer or incur, for any reason arising out of an action or another claim filed by a third party, related to the execution by the merchant partner of its obligations in respect of the Member and the respect of statutory rules and regulations which are applicable to him and in particular the rules relating to the right of consumers.
The amounts received by Octave UCME in payment for the products and services in the framework of the contract will not be repaid to the partner merchant partner in the case where the latter would be the subject of a safeguard procedure, legal redress or bankruptcy between the time where these sums are received by Octave UCME and one where they must be repaid to the trader by Octave UCME.
ARTICLE 11. Responsibility
The merchant partner recognizes and accepts (a) the risks inherent in the use of the Internet, global network open for which (i) the confidentiality of the information circulating cannot be fully guaranteed, the data that can be diverted, (ii) the response time depends in particular on the performance of the network, which Octave UCME cannot influence; (b) that the software solution implements complex features and that it is not possible to test all possibilities of use and performance. The merchant partner accepts therefore to bear the normal risks of imperfection of the software solution. Accordingly, Octave UCME may not be held responsible for any damage arising from (i) the difficulties in accessing the software solution stemming from the partial or total non-compliance of one of the obligations of the merchant partner, of a fault or saturation at certain periods of the network operator or ISP, or of a failure or saturation of the technical platform of Octave UCME, (ii) the inaccessibility, the illegibility or the incomplete nature of the information provided by the merchant partner to Octave UCME or (iii) a malicious or abnormal use of the software solution. The Merchant Partner is obliged to take all safety measures to avoid any damage attaining the merchant partner due to a possible infringement of the files, data, electronic media, documents and/or any other element used or entrusted in the framework of benefits, and cannot make Octave UCME responsible for any direct and indirect damage of this nature.
The merchant partner recognizes that Octave UCME cannot be held responsible for indirect damages arising out of or in connection with the contract. Is considered as indirect injury, in particular, any financial or commercial damage, loss of income, data, commands or clientele for the merchant partner. In any case, the responsibility of Octave UCME will not be engaged.
All images, publications and other information inserted in the space belonging to each Merchant are published under the Merchant’s full responsibility.
This publication is not the responsibility of Octave UCME France.
The Merchant Partner acknowledges that Octave UCME cannot be held responsible for any infringement of the rights related to the elements and information published on this page.
ARTICLE 12. Assignment
The merchant partner is prohibited to assign or transfer, in some manner, to some title and to any person the contract and/or all or part of the rights and/or obligations under the contract, without the prior agreement, express and written by Octave UCME.
ARTICLE 13. Confidentiality
The merchant partner can have access, through the activities provided for in the contract, to technical information or confidential commercial information of Octave UCME (the “Confidential Information”). The merchant partner must take reasonable precautions to protect the confidentiality of the confidential information. Except in the cases provided for by the Act, the merchant partner must not disclose the confidential information or use them in the interest of a third party.
ARTICLE 14. Force majeure
In the event of the occurrence of an event of force majeure according to the case law of the French courts or corresponding in particular to one of the following cases: strikes, denial of service attack, natural disaster, war, rebellions, attacks, the weather, epidemics, earthquake, flooding, water damage, fire, blockage of means of communication including the Internet, transport or supply, Octave UCME will be released from the execution of its obligations under the contract for the duration of the event of force majeure.
ARTICLE 15. Applicable Law and Jurisdiction
The present general conditions are subjected to the French law. Any dispute in relation to the interpretation, the execution and/or the termination of the contract as well as the present General Conditions will be submitted to the Tribunal of Commerce of Paris.
Subscription at the price of 15,00 $ (exVAT) per month per point of sale, comprising the following benefits:
○ decal on the window,
○ be referenced in our databases,
○ be geo-located by Members” Around Me”
○ display of the logo in the List of Partners
○ articles published
○ pay by phone with QR code
○ possibility to send push Promo
○ Possibility of purchasing a “Marketing Packs”
Marketing Packs is to access to the e-CRM and targeted email function
A commission of 7% on the total amount of each sales receipt, charged at the end of the month
Price of the services not included in the package
– Services offered:
○ Establishment of the Showcase and articles depending on the chosen package: 80,00 $
○ Training of the sales team on the use of the software solution: 80,00 $
○ Integration and insertion of additional information to the announcements of the merchant partner: 80,00 $