The General Terms and Conditions

IBBÜ COMMUNITY TERMS AND CONDITIONS (VERSION MARCH 2017)
iAdvize’s website is intended to give Experts the opportunity to earn money by hosting Discussions

with Internet Users on behalf of a Brand.

These General Terms and Conditions (“General Terms”) set out the terms governing the relationships between the parties and can be summarised as follows:

  • -  Part A sets out the terms and conditions applicable to iAdvize, the Experts and the Brands in their provision and/or use of the Solution;

  • -  Part B sets out the terms Experts must agree with iAdvize in order to use the Solution;

  • -  Part C sets out terms between iAdvize and the Brands in relation to the Brand’s use of the Solution; and

  • -  Part D sets out the terms governing the relationship between Experts and Brands in relation to Specific Communities and Discussions.

iAdvize
iAdvize is not party to the agreement entered into between the Expert and the Brand for the performance of Discussions and iAdvize has a limited role in acting as an Expert’s payment agent (see Clause 16 below).

The terms in Part C are intended to supplement iAdvize’s standard contractual terms and conditions of use accepted by the Brands to access the Solution (“Terms of Use”) and in the event of a conflict between Part C of these General Terms and the Terms of Use, Part C of these General Terms shall prevail.

PART A

General terms and conditions which apply to iAdvize, the Experts and the Brands

1 DEFINITIONS

In these General Terms, unless the context otherwise requires, defined terms shall have the following meanings:

Brand:

the publisher of the Digital Medium, or any duly empowered sub-contractor thereof, who has contracted with iAdvize under the Terms of Use to allow it to enter into agreements with Experts in accordance with these General Terms;

Community:

either the Ibbü Community or any Specific Community as the context requires;

Commission:

the percentage (as agreed between iAdvize and the Brand) of the Expert Remuneration to be paid by the Brand to iAdvize in accordance with clause 26.1;

Data Protection Legislation:

EC Directive 95/46/EC and all implementing legislation and all replacements of that directive, including European Regulation No. 679/2016;

Digital Medium:

includes, without limitation, a website, mobile application, "Facebook" page, "Twitter" account for the Brand of which the architecture and customer itinerary is unique and on which the Solution is implemented to allow for Discussions between Experts and Internet Users;

facilitates the Discussions by making the website available to both Brands and Experts but

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Discussions:

electronic data exchanges (i.e. web chats) with an Internet User which may be undertaken by an Expert on behalf of a Brand using the Solution, and following a prior request by the Internet User subject to these General Terms;

Expert:

a natural person who is self-employed, or a legal entity (in which case, the Expert acts in the capacity of employee of said legal entity) independent from both the Brand and iAdvize, who does not directly or indirectly perform any competitive activities to those of the Brand, who registers to use the Solution and join the Ibbü Community, and subject to these General Terms, one or more Specific Communities;

Expert Offer:

an offer, in the form of a promotional code, pre-registered by the Brand in the Solution which the Expert may offer, at his discretion, to an Internet User and which complies with applicable legislation, in particular consumer law, and solely accessible from the Solution;

Expert Remuneration:

as the context requires, Remuneration for Discussion and Remuneration for Sales billed to the Brand by iAdvize in the name and on behalf of the Expert and received by iAdvize on behalf of the Expert;

iAdvize:

iAdvize, incorporated under the Companies Act 2006 as private limited company, registered in England and Wales, with company number 10087158, having its registered office at 6th Floor, 2 Kingdom Street, Paddington, W2 6BD London. Contact: contact@iadvize.com;

Ibbü Community:

all Experts;

Identification Information:

login and/or password details sent by iAdvize to the Expert and/or to the Brand to allow access to the Solution;

Internet User:

a user of the internet browsing a Digital Medium who requests a Discussion via the Solution;

Minimum Criteria:

the minimum criteria of knowledge and ability expected by the Brand for each round of Discussions;

Privacy Notice:

the document accessible at the URL address https://s3.eu-central-1.amazonaws.com/idz- external-attachements/ibbu/en/20170324_Privacy_Policy_ibbu_uk.pdf forming an integral part of the present T&Cs and intended to set forth the terms and conditions pursuant to which any personal data collected or submitted via the Solution (from the Experts or otherwise) is processed;

Remuneration for Discussion:

remuneration for a Discussion of which the total amount is calculated in the price list as stated at the following link https://app.ibbu.com/e/login;

Remuneration for Sales:

remuneration payable to the Expert as a percentage of a completed converted sale (which may be on exercise of an Expert Offer made available to an Internet User by that Expert), calculated in accordance with the price list accessible at the following link https://app.ibbu.com/e/login and tracked via the Solution using cookies or similar technologies;

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Solution:

depending on the context either:

  1. (a)  the Solution accessible from a Terminal;

  2. (b)  the Expert's log-in area within the Solution, accessible using Identification Information, and on which the following options are possible i) the possibility of communication between Experts and the Community, ii) the possibility of being selected, in particular following a Test, to participate in one or more Specific Communities, iii) the possibility of leading Discussions with Internet Users of the Brand present on the Digital Medium within Specific Communities, iv) the possibility of communicating with iAdvize and/or the Brand, v) the possibility of accessing personal information, ratings, statistics concerning exchanges with Internet Users, and Expert Remuneration;

  3. (c)  the pop-up area on the Digital Medium allowing an Internet User to initiate a Discussion with an Expert;

  4. (d)  the private Brand log-in area, accessible using Identification Information, and on which the following options are proposed i) the possibility of selecting Experts, in particular by requesting them to take a Test, ii) the possibility of performing an audit of Discussions undertaken, iii) the possibility of consulting ratings attributed to Experts by Internet Users, iv) the possibility of recording Expert Offers, standard answers, as well as useful links for the Expert, etc.

Specific Community:

the group of Experts who have passed Test(s) to undertake Discussions for one or more Brand campaigns, and who fulfil the Brand eligibility criteria, including in terms of Minimum Criteria;

Terminal:

any mobile terminal or other device (Smartphone, PC, tablet, etc.) offering a connection to the Internet and able to be used to install and use the Solution;

Test(s):

selection test(s) established by the Brand and run through the Solution and allowing the Brand to select those Experts from amongst the Ibbü Community with appropriate expertise for one or more particular rounds of Discussions, from amongst the Ibbü Community. The Test(s) may be complemented by one or more remote training sessions to be undertaken using the Solution and/or any online medium, and subsequently by one or more validation tests;

User:

as the context requires, either the individual employee of the Brand or the Expert using the Solution.

2 AMENDMENT OF THE GENERAL TERMS AND CONDITIONS

  1. 2.1  iAdvize reserves the right to amend these General Terms at any time as the Solution is improved and modified. Subject to the paragraph below, the amendment will take effect

    immediately the revised version of these General Terms are published on-line and [each User will be asked to review and accept the revised General Terms on next log-in to the Solution].

  2. 2.2  If publication of a revised version of these General Terms takes place during a Discussion, any changes will not take place until that Discussion has terminated. If any amendment intends to modify access and/or use procedures for the Solution, iAdvize will inform the User in advance.

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3 BINDING AGREEMENTS

  1. 3.1  By the Expert’s acceptance of these General Terms a licence is granted by iAdvize and a contract created with the Expert, for the Expert to access the Solution on and subject to these General Terms. In the event of dispute arising between the Expert and iAdvize as to the Expert’s access to the Ibbü Community, the Expert shall contact iAdvize.

  2. 3.2  The Specific Communities available within the Solution constitute requests of the Brand for the conduct of potential Discussions by the Experts, according to Clause 14 of these General Terms and subject to the terms set out in [Part C]. Registration of the Expert for a Specific Community and, where applicable, the Expert’s selection in particular, by a Test, for each Specific Community is confirmation that the Expert may hold Discussions in the name of and on behalf of the Brand according to [Part C of these General Terms] without the Expert undertaking to hold a minimum number of Discussions or to hold them during any specific time slots. In the event of any dispute arising between the Expert and the Brand in connection with the applicable Specific Community, the Expert shall contact the Brand.

4 ACCESS AND AVAILABILITY OF THE SOLUTION

  1. 4.1  The Solution is freely and exclusively accessible online.

  2. 4.2  iAdvize makes every effort to make the Solution available 24/24, 7/7, independently of maintenance operations for the Solution but the Solution is provided to Experts as is with no warranty.

  3. 4.3  iAdvize reserves the option of modifying or suspending at any time, temporarily or permanently all or part of the Solution without prior notice to Users and without entitlement to compensation.

  4. 4.4  iAdvize will make every effort to enable contact between an Internet User on a Digital Medium and an available Expert to take place via the Solution however, iAdvize cannot guarantee:

    1. (a)  the presence of Internet Users at the times the Expert logs onto the Solution;

    2. (b)  the presence of Experts on the Solution;

    3. (c)  access and availability of the Digital Medium to which each Specific Community is linked and on which Discussions are held.

5 FORCE MAJEURE

5.1 A party to these General Terms shall be relieved of liability to the extent an event beyond that party’s reasonable control (“force majeure”) prevents that party from fulfilling its obligations under or in connection with this Agreement. The party which is prevented from fulfilling its obligations under these General Terms shall immediately inform the other parties (in the case of the Expert, in addition to informing iAdvize, the expert shall inform any Brands for whom the Expert is approved to work on a Specific Community) and shall use reasonable endeavours to mitigate the effects of such force majeure. Where a party is prevented from fulfilling its obligations for a period of six (6) months or more, any contract between the parties shall be automatically terminated without further liability for any party.

6 INTELLECTUAL PROPERTY

6.1 iAdvize is the owner or the licensee of all intellectual property rights in or relating to the general structure of the Solution and its content (texts, slogans, graphics, images, videos, photos and other contents), excluding those provided by the Brands and Experts and Brands are only permitted to use such intellectual property rights for the purpose of using the Solution and for no other purpose.

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  1. 6.2  iAdvize permits Users to access the Solution via the Internet, or via mobile telephony networks, and only from:

    1. (a)  a computer or an equivalent terminal with access to one or more telecommunications networks which allow internet browsing (of the type Explorer, Mozilla Firefox, etc.); and/or

    2. (b)  a mobile, smartphone, tablet or other portable device terminal with access to a telecommunications network allowing access to Internet.

  2. 6.3  Any other use of the Solution is by right reserved to iAdvize and will constitute an infringement of iAdvize’s intellectual property rights.

  3. 6.4  A User acknowledges and accepts that access to the Solution made available by iAdvize does not represent an assignment or granting of a licence for intellectual property rights (notably copyright) or any other rights for the benefit of the User except as set out in Clause 6.1 above.

  4. 6.5  Except by prior written authorisation of iAdvize, a User will under no circumstances i) combine the Solution with any other works, in particular software, ii) make it available by any means to a third party, iii) hire, or transfer all or part of the Solution to a third party, including companies and entities of the group of which it is a member or (iv) use the Solution other than as permitted under these General Terms.

  5. 6.6  The User will in particular, not, directly or indirectly, itself or through any third party, to modify, correct, adapt, translate, arrange, publish, transfer, distribute, decompile, make a back-up copy (or attempt same) except according to the conditions in the present General Terms or as permitted by law or allow any loan, hire, transfer or other form of making available, irrespective of the means, including via Internet, publish or commercialise, whether gratuitously or for consideration, the Solution and, in general, alter in it any manner whatsoever, including the copyright statement.

  6. 6.7  Subject to the User agreeing an appropriate fee with iAdvize, iAdvize may permit Users to link to the Solution and iAdvize shall provide such information as is reasonable necessary for such link to take place. The User will refrain from any decompiling or linking of the Solution until an agreement has been concluded with iAdvize.

  7. 6.8  The trademarks, logos, company names, acronyms, commercial names, signs and/or domain name of iAdvize and/or of its commercial partners referred to the Solution, including the Brands, may not be used without the prior express authorisation of their owner.

7 DATA PROTECTION

  1. 7.1  Each of the Parties agrees to comply with the Personal Data Legislation.

  2. 7.2  Therefore, the Parties each agree to take all necessary precautions to maintain the security of the Data and in particular to prevent them from becoming distorted or damaged or from being communicated to unauthorised persons

  3. 7.3  The Parties also each agree to comply with the following obligations and, if applicable, to ensure that their personnel comply with them if they are in a sub-contracting situation:

    1. (a)  only to process the Data in accordance with these General Terms and/or on documented instruction by the applicable Data Controller (as that term is defined in the Data Protection Legislation);

    2. (b)  to inform the Data Controller of a legal obligation requiring him to carry out data processing not requested by the Data Controller;

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(c) to ensure that individuals authorised to process the Data agree to keep them confidential or that they are bound by an appropriate legal duty of confidentiality;

  1. (d)  to require the prior authorisation of the Data Controller before recruiting a sub- contractor and imposing on it conditions that are at least equivalent to these General Terms;

  2. (e)  to take account of the nature of the processing and help the Data Controller, using suitable technical and organisational measures as far as possible to fulfil his obligation to allow requests to him made by the persons concerned in order to exercise their rights;

  3. (f)  to help the Data Controller in any operations relating to making data processing secure, including, where requested by the Data Controller: notifying the regulatory authority of any infringement of the Data, communicating Data infringement to the data subjects concerned, carrying out an impact analysis on Data protection, and communicating with the regulatory authority;

  4. (g)  by default, to remove any Data or on explicit prior demand by the Data Controller, return the Data to the Data Controller at the end of the contractual relationship, and destroy any existing copies;

  5. (h)  to provide the Data Controller with any information required to show compliance with the obligations provided for in this clause and to allow audits to be carried out, including inspections, by the Data Controller or by another auditor appointed by him, and to contribute to such audits.

  1. 8  TRANSFER OF THE GENERAL TERMS

    The Expert may not assign or transfer in any manner whatsoever (notably by an assignment or a lease management agreement for its business, as a capital contribution to a company or an assignment of securities or change of control) any of its rights or obligations pursuant to these General Terms, without the prior written agreement of iAdvize in relation to its access to the Solution nor without the prior written agreement of the Brand in relation to a Specific Community. In default, iAdvize and/or the Brand will be entitled to cancel the Expert's access to the Solution and/or to the Specific Community without prejudice to any damages and interests which iAdvize and/or the Brand may be entitled to claim as a result.

  2. 9  INDEPENDENCE OF THE PARTIES

  1. 9.1  These General Terms do not, under any circumstances, establish in any form whatsoever, any hierarchical relationship or any subordinate link between iAdvize, the Experts and/or the Brands and does not create any employer-employee or worker relationship nor any company, partnership or other structure for the purposes of pooling skills or sharing profits in any form whatsoever.

  2. 9.2  The Expert may manage and organise its activity independently, subject to compliance with these General Terms, which excludes any interference by iAdvize and/or the Brand on such matters.

  3. 9.3  By registering within the Ibbü Community, the Expert does not enter into any commitment to use the Solution. The Expert is free to use the Solution when he/she wishes.

  4. 9.4  This independence is notably manifested for the Expert by:

(a) the option to hold Discussions according to the frequency and extent he/she desires under his/her responsibility;

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  1. (b)  the freedom during the holding of Discussions entrusted to him/her via the Solution. Notably the Expert is (i) free to decide on his/her period of availability or non- availability to hold Discussions as indicated on the Solution and (ii) free to refuse a Discussion, even if he/she appears "available" on the Solution, provided the number of refusals is not excessive;

  2. (c)  free choice of compatible Terminal;

  3. (d)  the Expert remains in charge of conduct of Discussions, including whether or not, at the Expert’s sole discretion, to make an Expert's Offer or otherwise to an Internet User.

10 GENERAL

Entire Agreement

  1. 10.1  Without prejudice to the Special Conditions, these General Terms, including their annexes and all documents incorporated or referred to in them, constitute the entire agreement between the Expert, the Brand and iAdvize concerning the subject-matter herein and supersede any other agreement or convention, written or oral, concerning the same subject- matter as these General Terms.

    Partial invalidity

  2. 10.2  If one or more clauses in these General Terms are found null and void or unwritten or declared as such pursuant to a law, a regulation or following a final judicial decision with the status of res judicata, the other terms shall remain enforceable and fully applicable, and shall be enforced to the fullest extent as if such clause had not been included.

    Clause headings

  3. 10.3  The headings to clauses, schedules and appendices are inserted for convenience only and shall not affect the interpretation or construction of this Agreement.

11 APPLICABLE LAW AND JURISDICTION

  1. 11.1  These General Terms are governed by and shall be interpreted in accordance with English law.

  2. 11.2  In the event of any disputes, including in the interpretation, execution, cessation or termination of these general terms, the relevant contracting parties will attempt to reach an amicable solution, in default of which they expressly agree to submit any dispute on the general terms and conditions of use to the exclusive jurisdiction of the English courts.

    PART B

The terms and conditions in Part B set out the relationship between iAdvize and the Experts and how Experts can access the Solution.

12 EXPERT’S ACCEPTANCE OF THESE GENERAL TERMS

  1. 12.1  Any natural person/legal entity wanting to become an Expert is required to (i) complete the electronic subscription form provided by iAdvize (ii) confirm the accuracy, truthfulness and completeness of their application and (iii) accept these General Terms.

  2. 12.2  Experts will only be permitted to access the Solution and all its functionality once their profile is approved in line with the provisions of Clause 13. These General Terms and other terms referred to within them are the only terms applicable to the use of the Solution to the

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registration

  1. (a)  For

    (i) (ii) (iii)

  2. (b)  For (i)

    (ii) (iii)

application to that Specific Community via the Solution.
self-employed individuals (who do not operate personal service companies):

a copy of a valid identity document (e.g. passport); confirmation of postal address; and

valid bank details (for payment of remuneration);].
a legal entity (including where Experts’ have personal service companies):

an excerpt of the certificate of incorporation from Companies House;

a copy of a valid identity document of a director of the legal entity (expected to be an individual employee who will act as the Expert); and

if the Company is registered for VAT, the VAT number (or if the legal entity subsequently becomes subject to VAT, promptly following registration it must provide the VAT number).

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exclusion of any other terms and conditions that an Expert may seek to impose or incorporate.

  1. 12.3  In the event of a breach by an Expert of any of these General Terms, without prejudice to its other rights or remedies, iAdvize hereby reserves the right to temporarily or definitively suspect or terminate access to the Solution in whole or in part, without the Expert being entitled to claim any compensation whatsoever.

  2. 12.4  An Expert’s access to the Solution is made on a non-exclusive basis and iAdvize sets no obligation on Experts to register, sign-in to their accounts and/or use the Solution.

13 REQUIREMENTS FOR BECOMING AN EXPERT

Registration Information

  1. 13.1  Once the electronic membership form has been completed, if the Expert meets the following criteria set out below, the Expert will obtain confirmation by e-mail to the address completed in the pre-membership application to the Ibbü Community, and will be provided Identification Information allowing the Expert to access the Solution.

  2. 13.2  The Expert hereby confirms that they are not employed by nor do they have any worker relationship with iAdvize and/or the Brands (and they acknowledge that they may be asked to repeat such confirmation on entry to each Specific Community).

  3. 13.3  Membership as an Expert is free but in order to be selected to provide services in relation to a Specific Community, such selection is conditional on submission by the Expert of the documentary proof listed below which must be provided promptly after submission of

In relation to legal entities, the entity may submit more than one employee to be an Expert and, at the request of the legal entity, iAdvize will create sub-accounts to access the Solution for each representative registered by the legal person and admitted to a Community. Representatives will then be considered as Experts attached to the legal entity and may undertake Discussions on the basis of their own Identification Information however, the Expert's remuneration will be paid to the legal entity.

13.4 Experts must promptly update their data and documents, notably for identification via the Solution by following the Solution procedures and reply promptly to any requests for communication of identification documents and/or any information or document necessary for implementation of these General Terms.

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  1. 13.5  If an Expert fails to provide any documents or information required by the deadlines set and/or provides incomplete or inaccurate documents, access to the Solution by the Expert may be suspended until iAdvize is satisfied with the information received.

    Pre-requirements

  2. 13.6  An Expert must have available a compatible Terminal (as a minimum with the operating system or systems identified by iAdvize on sign-up to the Solution in a satisfactory state of functioning in order to enter into a Discussion. The Expert remains responsible for its own Terminal.

  3. 13.7  Nothing in these General Terms shall oblige an Expert to accept membership of any Specific Community or to access the Solution at any particular times or dates.

    Identification Information

  4. 13.8  Once iAdvize has created an account for the Expert, iAdvize shall communicate the Identification Information to the Expert.

  5. 13.9  If an Expert choose to register using the Facebook Connect interface integral to the Solution, the Facebook identifiers will allow an automatic connection and the Expert authorizes iAdvize to use the data on the Facebook account to complete his/her profile but iAdvize confirms that the data from the Solution will not give rise to any publication of the Expert’s Facebook profile.

  6. 13.10  The Expert undertakes to use the Solution exclusively using his/her Identification Information and acknowledges that he/she is solely responsible for any use of the Solution made using his/her Identification Information.

  7. 13.11  The Expert undertakes to keep all Identification Information confidential and shall not disclose the Identification Information to any third party.

  8. 13.12  If an Expert becomes aware of the loss, theft or fraud concerning his/her Identification Information, the Expert must promptly notify iAdvize by email sent to the following email address: experts@ibbu.com or by telephoning the hotline available via the Solution and the Expert will need to provide proof of his/her identity by all possible means.

  9. 13.13  iAdvize will examine the request and may, as a security measure, suspend access to the Solution using the Expert’s Identification Information. iAdvize will process the Expert’s request as promptly as possible and send new Identification Information by any available means.

14 ACCESS TO SPECIFIC COMMUNITIES

  1. 14.1  Once the Expert has been admitted to the Ibbü Community, he/she may use the Solution to view the characteristics of Specific Communities (Brand, Digital Medium, themes, the required skills, number of Experts required or their maximum number, duration, timeslots, Minimum Criteria, etc.) offered by the Brands and also seek selection by one or more Brands.

  2. 14.2  The Expert acknowledges and agrees that access to the Solution does not guarantee access to any individual Specific Community and that as remuneration is only payable to Experts once they are accepted into Specific Communities and provide services in relation to that Specific Community, that iAdvize gives no warranty or guarantee that access to the Ibbü Community will result in access to any individual Specific Community or any resulting remuneration.

  3. 14.3  The terms between the Experts and the Brand governing an Expert’s entry into a Specific Community are set out in Part D.

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15 DURATION OF EXPERT’S ACCESS TO THE SOLUTION

  1. 15.1  The Expert is granted access to the Ibbü Community from the time of first registration on the Solution until such time as (i) the Expert chooses to de-register directly via the Solution; or (ii) iAdvize suspends or terminates the Expert’s access in accordance with these General Terms.

  2. 15.2  Membership of any Specific Community is dependent on the period granted by the Brand (subject always to the terms set out in Part D between the Brand and the Expert), or where no period is set by the Brand for an indefinite period which may be terminated at any time by the Expert or by the Brand in accordance with Part D.

16 IADVIZE’S APPOINTMENT AS EXPERT’S PAYMENT AGENT

  1. 16.1  Pursuant to Part D, the Expert shall be remunerated by the Brand either: (i) based on the number of completed Discussions held by the Expert in relation to a Specific Community; or (ii) based on a percentage of the completed converted sales which are derived from that Expert’s Discussions during a particular period and calculated in accordance with the fee tariffs set out in the tables accessible via the following link https://app.ibbu.com/e/login. The remuneration model for each Specific Community shall be set out in the terms of that Specific Community.

  2. 16.2  Until such time as the Solution offers the automatic invoicing and payment between the Expert and the Brand, by registering with the Ibbü Community, the Expert hereby appoints iAdvize on the terms and conditions set out in these General Terms, as its legal agent to invoice and collect the Remuneration for and on behalf of the Expert.

  3. 16.3  The Expert will provide all necessary information, including bank details, to iAdvize, in order for iAdvize to issue invoices on behalf of the Expert and to collect the Expert’s Remuneration.

  4. 16.4  iAdvize agrees to issue, in the name of and on behalf of the Expert, invoices to the Brands monthly in arrears for the Expert Remuneration payable to the Expert under these terms and conditions. iAdvize shall forward the Brand's payments to the Expert on a weekly basis accompanied by a summary of the invoices that have been issued on behalf of the Expert by iAdvize in respect of the preceding week provided iAdvize is first put in funds by the Brand. It is the responsibility of the Expert to check that the invoicing information is up to date, complete and correct.

  5. 16.5  The Expert expressly agrees that invoices issued by iAdvize are forwarded and made available by electronic means.

    Termination of agency arrangements

  6. 16.6  The Expert, or iAdvize may each, at any time and without cause, give notice to the other party that they wish to immediately terminate this agency relationship. Such notice must be sent by registered letter with return receipt to the address of the Expert held within the Solution and to the registered address of iAdvize and shall have effect from the date set out in the letter as the effective date of termination or, if no such date is given, on receipt by the Expert of the registered letter.

    Obligations of the Expert

  7. 16.7  The Expert will remain fully responsible for its own legal and tax obligations in relation to invoices issued in its name and on its behalf by iAdvize and its Expert Remuneration earned pursuant to these General Terms and agrees to indemnify, and keep iAdvize indemnified from any and all costs, liabilities, fines, penalties, damages and expenses incurred by iAdvize in relation to the payments by the Brands to the Experts.

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17.2 By

accessing the Solution, the Expert represents, warrants and undertakes to:

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  1. 16.8  The Expert expressly undertakes to register for VAT where required to do so by law and to provide iAdvize with details of its VAT number for inclusion in invoices issued to the Brand on behalf of the Expert.

  2. 16.9  The Expert shall, on iAdvize’s request, provide proof to iAdvize (either by copy of tax return or confirmatory letter from the individual to iAdvize, confirming the same) that the individual has paid all applicable income taxes.

  3. 16.10  Invoices issued by iAdvize need not be authenticated formally by the Expert.

  4. 16.11  The Expert has a period of fifteen (15) days from the issue date, to dispute the content of the invoice issued in his/her name by iAdvize. If no notice of a dispute is provided within such timeframe, the Expert will be deemed to have accepted the invoice issued in his/her name and behalf. In the event of a valid dispute, iAdvize will issue a revised invoice.

17 WARRANTIES

17.1 Each Expert accessing the Solution is solely responsible for use made of the Solution via their Identification Information.

  1. (a)  not to access and/or use the Solution for unlawful purposes and/or to cause harm to or defame the reputation and image of iAdvize or the Brands and not more generally to infringe the rights, notably intellectual property rights, of iAdvize and/or the Brand and/or third parties;

  2. (b)  refrain from using devices or software other than those provided by iAdvize intended or which are of a nature to i) affect or try to affect satisfactory operation of the Solution ii) or to extract, modify, consult on any other support than the User's terminal, even in a temporary or buffer memory, or for individual use, all or part of the Solution;

  3. (c)  refrain from directly or indirectly marketing the Solution and/or access to the Solution;

  4. (d)  refrain from re-using all or part of the Solution in particular for commercial and/or collective purposes and/or personal purposes in a format and/or on a medium not authorised by iAdvize;

  5. (e)  refrain from exploiting the Solution made available by iAdvize or the data to which access may be gained via the Solution for purposes that are directly or indirectly commercial and/or for personal purposes in a format and/or on a medium not authorised by iAdvize;

  6. (f)  refrain from limiting or attempting to limit access and use of the Solution;

  7. (g)  refrain from amending, including in a buffer or temporary memory, any statement included in or any component part of the Solution;

  8. (h)  access and use the Solution only in accordance with applicable law.

  1. 17.3  In particular, the Expert undertakes to comply with the applicable legislation and regulations in force, including for legal persons, social security and labour legislation (compliance with a maximum working time for employees for example) and notably, to return all declarations (tax or social security for example) required given the Expert's activity without the fulfilment or absence of the latter being attributable to iAdvize. The Expert acknowledges that any time he/she is solely responsible for his/her actions or omissions vis-a-vis Internet Users and third parties, including the Brand.

  2. 17.4  Without prejudice to its other rights or remedies, iAdvize shall be entitled to suspend, cancel or delete the Expert’s access to the Solution without liability in the event of (i) improper

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conduct of the Expert vis-a-vis an Internet User or (ii) the Expert's breach of the undertaking of confidentiality provided by Clause 36 of these General Terms or (iii) the Expert’s breach of any other of these General Terms.

18 EXPERT’S LIABILITY AND INDEMNITY

  1. 18.1  The Expert shall be liable for any breach of these General Terms both towards iAdvize and the Internet User and/or the Brand, as well as for any damages which may arise from such breach.

  2. 18.2  In consequence, the Expert hereby indemnifies and shall keep indemnified iAdvize and/or the Internet User and/or of the Brand for all direct and indirect losses arising from any and all claims, complaints, recourse and demands of any nature deriving from such breach, notably regarding i) use of the Solution by the Expert ii) relations between the Expert and an Internet User iii) relations between the Expert and the Brand.

  3. 18.3  The Expert will indemnify iAdvize and/or the Internet User and/or the Brand and/or third parties for all direct and indirect damages deriving from said violation and/or default.

  4. 18.4  In consequence the Expert irrevocably waives any liability of iAdvize in relation to the Discussions, excluding an autonomous action for default of iAdvize in the Solution, and will direct any action against the Internet User and/or Brand concerned. If, nevertheless, an Expert brings judicial proceedings against iAdvize, he/she undertakes to indemnify and keep indemnified iAdvize against any adverse judgement, including reasonable legal fees which it may incur for its defence.

19 LIMITATION OF IADVIZE'S LIABILITY

  1. 19.1  iAdvize will not be liable under or in connection with its provision of the Solution :

    1. (a)  in the event of a force majeure event;

    2. (b)  if the Solution is used by a User under conditions which do not comply with the terms of these General Terms;

    3. (c)  in the case of use of the Digital Medium by an Internet User under conditions which may impact on the functioning and/or access to the Solution;

    4. (d)  In relation to any disputes arising between an Expert and the Brand, including in the event of default by the Expert and/or Brand;

    5. (e)  subject to Clause 19.8 below, for any indirect damage notably loss of profit, of margin, data, damage to image or reputation, or for any indirect or consequential loss whether foreseeable or not and whether or not iAdvize was informed of the potential occurrence of said damage (i) given use or impossibility of using the Solution (ii) following access to the Solution by an unauthorised Expert and/or Internet User.

  2. 19.2  iAdvize disclaims all liability for any malfunction of any nature whatsoever concerning the User's Terminal or the latter's internet connection when accessing the Solution.

  3. 19.3  iAdvize shall use reasonable endeavours to make the Solution available but does not warrant use of the Solution nor any given speed of access to the Solution and/or speed of buffering by the User's Terminal.

  4. 19.4  Users are advised to check regularly that they have the latest version of the Solution and that they have downloaded the correct version for their Terminal. iAdvize disclaims all liability if Users download an incorrect version of the Solution or a version incompatible with their Terminal, or if they fail to comply with the rules specific to the App Store of Apple or the Play Store of Google.

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  1. 19.5  iAdvize disclaims all liability for the acts, actions, conduct, attitudes and/or negligence of the Brand and/or of the Expert and/or of any Internet User.

  2. 19.6  Any complaint concerning a Brand must be addressed directly by the Expert to the Brand but may also be sent to iAdvize which will forward it to the Brand.

  3. 19.7  iAdvize may provide, on request, a mediation service between the Brand and/or an Internet User and the Expert in the event of any dispute arising from use of the Solution pursuant to Part D. iAdvize offers such service on the basis of no further or additional liability being incurred in relation to such service.

  4. 19.8  Nothing in these General Terms shall exclude iAdvize’s liability for fraud, death or personal injury caused by its own negligence or any other liability to the extent that the same may not be excluded or limited as a matter of law.

20 EXPERT’S PERSONAL DATA

  1. 20.1  iAdvize undertakes to respect the privacy of Experts and Internet Users and to comply with all applicable data protection laws including the Data Protection Act 1999 (the “Act”).

  2. 20.2  For this purpose, iAdvize has established a "Privacy Policy" which is accessible from the following link https://s3.eu-central-1.amazonaws.com/idz-external- attachements/ibbu/en/20170324_Privacy_Policy_ibbu_uk.pdf and which sets out additional obligations on Users of the Solution to protect Internet User’s personal data (as that term is defined in the Act. .

  3. 20.3  [The Privacy Policy imposes various obligations on the User to protect Internet Users’ personal data and sets out how iAdvize deals with personal data submitted to iAdvize via the Solution.]

    PART C

The terms and conditions in this Part C govern the relationship between iAdvize and the Brands

21 APPLICABLE TERMS

  1. 21.1  The terms and conditions in this Part C supplement any Terms and Conditions of Service accepted by the Brand (pursuant to which iAdvize grants the Brand a licence to use the Solution). In the event of a conflict between this Part C and the Terms and Conditions of Service, this Part C shall prevail.

  2. 21.2  Pursuant to the Terms and Conditions of Service, a Brand may set up a Specific Community within the Solution once an Order Form has been signed with iAdvize in relation to that Specific Community. Each Order Form shall set out the fees payable to iAdvize in respect of Discussions to be held (by Experts from the Ibbü Community) within that Specific Community.

  3. 21.3  The Brand acknowledges and agrees that its relationship with iAdvize is governed by the Terms and Conditions of Service as supplemented by this Part C and that the Brand is also required to agree to Part A of these General Terms. In addition, the Brand acknowledges that its relationship with the Experts shall be governed by Part D of these General Terms and in the event of any dispute with an Expert, the Brand shall be directly liable to the Expert and iAdvize shall have no liability to the Experts for a breach by the Brand of any of these General Terms.

  4. 21.4  iAdvize may provide, on request, a mediation service to assist the Brand in the event of any dispute between the Brand and the Expert pursuant to Part D (below).

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22 PRE-REQUIREMENTS OF THE BRAND

  1. 22.1  The Brand undertakes to appoint from among its staff or any third party duly authorised by it, a project manager to represent it in all discussions with iAdvize, and to use the Solution according to the Identification Information, in particular according to the Special Terms and Conditions and the contractual relationship with the Experts, pursuant to the General Terms and Conditions of Use.

  2. 22.2  The Brand undertakes in addition to provide such resources as are necessary to comply with its obligations under these General Terms.

  3. 22.3  The Brand undertakes to adopt any necessary precautions to prevent its staff, or any staff of its group companies using the Solution and becoming an Expert and/or member of the Specific Community of the Brand or of any competing company.

23 PRE-PUBLICATION REQUIREMENTS

  1. 23.1  The Brand undertakes to provide promptly to the Experts, and to record in the Solution, model replies, URL links to the Digital Medium and notably the Experts' Offers and any other information to facilitate the Experts holding Discussions.

  2. 23.2  The Brand warrants and undertakes that:

    1. (a)  any content it provides pursuant to Article 23.1 shall comply with all applicable laws and shall not infringe the intellectual property rights of any third party;

    2. (b)  it will refrain from causing damage to any third party, in particular competitors of the Brand; and

    3. (c)  it will refrain from referring Internet Users to the web pages of third parties which may harm it or compromise the rights and interests of a third party.

  3. 23.3  The Brand undertakes to include terms and conditions within its Digital Medium informing

Internet Users of the following:

  1. (a)  the Experts, although acting on behalf of the Brand and remunerated for that purpose, do not replace the Brand's own customer advisers (who will be able to provide details about availability and pricing for the Brands’ products and services), and so Experts are only able to provide their experience and/or their knowledge with the Internet Users and that their recommendations should not be relied on;

  2. (b)  Discussions between Internet Users and Experts are only moderated post-publication are recorded, analysed and may be viewed by the Brand (and/or any of Brand’s third party supplier’s) for this purpose with a view to improving the Brand's services;

  3. (c)  the Internet Users have the ability to:

    1. (i)  report to the Brand, at any time during a Discussion, conduct of the Experts which they consider inappropriate by any means available for reporting said behaviour;

    2. (ii)  on conclusion of a Discussion, complete a satisfaction questionnaire on the quality of the Discussion conducted with the Experts. The Brand undertakes to inform the Internet User, and insofar as necessary the Expert, of the consequences for the Expert concerned of a report and/or score;

    3. (iii)  use of the Solution and/or holding Discussions by Internet Users requires the collection, or in any event the processing, of Internet Users' Personal Data and the Brand shall be obliged to provide details of its own privacy notice to Internet Users (In this context, in particular during the Discussions, Internet Users should at no time disclose to the Experts sensitive information

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concerning them such as their bank details, their identifier and password, etc.)

24 SELECTION OF EXPERTS

  1. 24.1  The Brand acknowledges that iAdvize makes the Solution available to Experts on the basis of these General Terms and that iAdvize does not conduct any verification of Expert’s competence or expertise.

  2. 24.2  The Brand may conduct Tests for Experts who wish to join a Specific Community including to test, if applicable, the Minimum Criteria and insofar as necessary may ask iAdvize to supervise the Tests undertaken by the Experts. iAdvize shall incur no liability for its supervision of such Tests and the Brand acknowledges that it remains solely responsible for verifying Expert’s competence or expertise.

  3. 24.3  The Brand agrees that, having regard to the absence of any undertaking by the Experts on frequency and/or number of Discussions, it is the responsibility of the Brand to select an adequate number of Experts to meet its needs.

25 ACCESS TO DISCUSSIONS DATA

  1. 25.1  iAdvize agrees to make available to the Brand, via the Solution, details of Discussions conducted by Experts with Internet Users, once they are completed and any other action performed by an Expert, the communication of an Expert’s Offer, transfer of the Internet User to another Expert, or the Expert’s “blocking” of an Internet User from the rest of the Specific Community.

  2. 25.2  The Brand acknowledges that it is the responsibility of the Brand to bear all consequences of the Discussions conducted and of the assessments communicated to manage its Specific Community, and iAdvize shall have no liability in this regard. Notably it is the Brand’s responsibility to conduct any new Test, with alternative quality criteria.

26 PAYMENT OF INVOICES

  1. 26.1  Following issue of an Order Form, the Brand shall put iAdvize in funds to a designated account – details to be supplied by iAdvize, to pay the anticipated Expert Remuneration for the applicable Specific Community as set out in the applicable Order Form. The Brand must ensure that such amount is topped up regulatory in order to ensure that it covers the anticipated Expert Remuneration bearing in mind the anticipated volume of Discussions. At any time the Brand may top up, by tranches, the inclusive amount allocated to payment for Discussions on the Solution.

  2. 26.2  The Brand may, from the Solution, access in real time the statement of the number of Discussions held on each Digital Medium by the Experts, the Expert’s Remuneration, and the available balance.

  3. 26.3  iAdvize will at the end of each month, invoice the Brand in respect of each Expert’s Remuneration for the relevant month and at the end of each working week, will transfer from the prepayment (referred to in Clause 26.1 above) the Expert’s Remuneration for Discussions conducted during the previous week.

  4. 26.4  It is the responsibility of the Brand to notify iAdvize at the latest by a deadline of 15 days from the holding of each Discussion, of any difficulties concerning its invoicing, in default of which, each Discussion is deemed by right to be due for payment by the Brand and the Brand agrees to notify iAdvize promptly of any invoicing difficulties.

  5. 26.5  If certain difficulties concerning the metering of Discussions are observed despite satisfactory communication of information and technical details between the Parties, the Parties

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undertake actively to collaborate as promptly as possible to allow iAdvize to amend/adapt the Solution. At the end of each month (“Invoicing Period”), iAdvize will send the Brand a statement of the Experts' Remuneration paid during that Invoicing Period, and the corresponding invoices of the Experts issued by iAdvize on their behalf. The corresponding amounts will automatically be set-off by right against amounts paid by the Brand.

27 IADVIZE’S REMUNERATION

27.1 In consideration of iAdvize’s procuring the Experts for use by the Brand, iAdvize will be entitled to invoice the Brand on a monthly basis, in arrears, for payment of the Commission.

28 BRAND’S LIABILITY

  1. 28.1  The Brand hereby indemnifies and agrees to keep indemnified iAdvize for any damages, losses, claims, complaints, recourse and demands, of any nature, suffered by iAdvize and arising as a result of any Brand Content submitted to the Solution and for use in any Specific Community.

  2. 28.2  The Brand is solely responsible for controlling Discussions conducted by the Experts, in particular using the functionalities offered by the Solution and undertakes promptly to inform iAdvize of any information impacting on use of the Solution and the associated services.

  3. 28.3  Notwithstanding the mediation service which iAdvize may provide between the Brand and Experts (noted under Clause 21.4 above), the Brand is solely responsible for any recourse it wishes to make against the Expert and acknowledges that iAdvize has no obligation or responsibility to the Brand under Part D (below).

  4. 28.4  The Brand irrevocably waives any and all liability iAdvize may have in relation to the Discussions, excluding an default of iAdvize pursuant to the General Terms of Service, and will direct any action relating to the Discussions against the Expert concerned.

  5. 28.5  Likewise, should an Expert and/or an Internet User involve iAdvize in any judicial proceedings as a result of the Discussions, the Brand hereby indemnifies and agrees to keep indemnified iAdvize from any losses, damages, claims or expenses (including legal costs and expenses) in relation to such judicial proceedings.

    PART D

The terms and conditions in this Part D govern the relationship between the Experts and the Brands

29 SPECIFIC COMMUNITIES

  1. 29.1  The Expert acknowledges that Brands may establish selection criteria for Experts to join a Specific Community and in this case any Expert may be required to undergo a Test to demonstrate the Expert’s knowledge. The Brand is entitled to refuse, at its sole discretion membership of a Specific Community by an Expert, in particular if the Expert does not fulfil the Test criteria.

  2. 29.2  The Expert confirms that he/she has been fully informed that i) selection, and therefore membership, of one or more Specific Communities will not result in any undertaking by the Brand to entrust Discussions to the Experts, or on the volume of Discussions which depends on various factors ii) each Brand may, at any time, amend the characteristics of a Specific Community, change the number of involved Experts, the Minimum Criteria, or dissolve the Specific Community which may prevent the Expert from participating in any new Discussions.

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30 APPLICABLE TERMS

30.1 By submitting a request to join a Specific Community, the Expert agrees to this Part D of these General Terms and a binding contract between the Expert and the applicable Brand is formed.

31 AVAILABILITY – NON-EXCLUSIVITY

  1. 31.1  These General Terms create a non-exclusive relationship between the Expert and the Brand.

  2. 31.2  The Expert is free to exercise another activity, subject to the specific conditions in these General Terms and to act as an Expert for several Specific Communities.

  3. 31.3  The Expert is free to organize his/her availability, or otherwise on the Solution, in particular according to the frequency and intensity he/she selects, on the business days and according to the operating times of the Specific Community, for the purpose of holding Discussions.

  4. 31.4  In order to begin a Discussion, the Expert must comply with the following procedure:

    1. (a)  Use the Solution from his/her Terminal and connect using his/her Identification Information;

    2. (b)  Declare his/her availability by clicking the corresponding button provided in the Solution.

    3. (c)  The Expert may not alternate between "available" and "unavailable" statuses during a Discussion already in progress.

32 HOLDING DISCUSSIONS

  1. 32.1  The Expert may hold whatever Discussions he/she wishes with Internet Users and controls conduct of the Discussion, provided the Discussion is related to the Digital Medium and the Brand, and subject to the limits and interests of the Brand, compliance with the Test requirement and the obligations referred to above, and more generally, the General Terms and Conditions of Use.

  2. 32.2  The Expert is responsible for comments made to Internet Users.

  3. 32.3  The Expert undertakes to hold exchanges with Internet Users in English, unless the Internet User expressly requests use of a foreign language.

  4. 32.4  The Expert acknowledges that he/she is able to "block" a Discussion with an Internet User which exceeds the bounds of freedom of expression, or who seeks to engage in a Discussion which is unrelated to the Digital Medium and/or the Brand. Once blocked, the Internet User will be automatically prevented from connecting to the Specific Community. In consequence, the Expert undertakes to use this function in a reasonable manner and refrain from any abuse thereof.

  5. 32.5  The Expert may send an Internet User:

    1. (a)  An Expert Offer;

    2. (b)  A link which may be useful to the Internet User, pre-recorded in the Solution by the Brand and accessible exclusively from the Solution; and/or

    3. (c)  A reply pre-recorded on the Solution by the Brand, accessible exclusively from the Solution.

  6. 32.6  From the Solution, the Expert may open the same Digital Medium Page as that viewed by the Internet User during the Discussion.

  7. 32.7  During a Discussion, if the Expert does not have a response appropriate for the Internet User, he/she may transfer the User to another Expert in the same Specific Community.

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32.8 To end a Discussion and obtain remuneration and to enter into another discussion, where applicable, the Expert must:

  1. (a)  Within the Solution, enter the type of Discussion he/she wishes to close; and

  2. (b)  close the window for the current Discussion.

33 INTERNET USER SCORING

  1. 33.1  The Expert acknowledges that the Solution allows Internet Users, at the end of each Discussion, to complete a satisfaction questionnaire concerning the quality of the Discussion. Internet Users may, where applicable, report inappropriate conduct of the Expert they have experienced.

  2. 33.2  The Expert acknowledges and expressly accepts that the Solution awards scores having regard to several criteria linked to the degree of interactivity with Internet Users (number, duration, conversion rates, average order values, satisfaction rates and recent timing of conversations with Internet Users etc.) to which each of the Expert and the Brand will have access through the Solution.

  3. 33.3  The Expert is directly alerted if his/her score is below a reasonable average specific to each Discussion campaign indicated in the Solution and reminded of these Terms and Conditions. For the avoidance of doubt, the Brand may exclude the Expert from the Specific Community immediately on notice at any time, at the Brand’s sole discretion provided that the Brand pays the Expert for services rendered prior to the effect date of termination.

  4. 33.4  The Brand may, at any time, access Discussions and where applicable, notify the Experts of any observations on improving future discussions with Internet Users and may, where applicable, adopt necessary measures vis-à-vis the Expert, in circumstances where the relevant Internet User has not completed a satisfaction questionnaire.

34 EXPERT’S OBLIGATIONS

  1. 34.1  The Expert undertakes to adopt all possible precautions to ensure he/she is in the best possible physical and psychological state once he/she enters the "available" status.

  2. 34.2  The Expert undertakes to notify iAdvize and the Brand(s) concerned of any difficulty or incident occurring in the framework of holding its Discussion as promptly as possible after its occurrence, and to indicate to him/her accordingly in the dedicated space on the Solution.

35 WARRANTIES

  1. 35.1  The Expert warrants that the Expert is self-employed and does not have an employee or a worker relationship with the Brand or with iAdvize.

  2. 35.2  The Expert warrants it has a good knowledge of the products and/or services marketed by the Brand, at least in his/her sector of activity as exploited on the Digital Medium, when it applies to join a Specific Community and that he/she can provide reliable responses to the questions posed by Internet Users of the Brand during the Discussions.

  3. 35.3  The Expert is solely responsible for use made of the Solution.

  4. 35.4  The Expert undertakes to refrain from making inappropriate remarks/written statements concerning other Experts and/or the Brand and/or other Internet Users (such as insulting or disrespectful comments, insults, threats, racist, xenophobic or defamatory remarks, etc.)

  5. 35.5  All statements/written material which could give rise to a criminal penalty are expressly forbidden.

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  1. 35.6  The Expert will refrain from asking Internet Users to provide their sensitive information such as personal information, concerning their private life, their bank details, their identifier and passwords, etc.

  2. 35.7  The Expert undertakes never deliberately to mislead an Internet User by providing false or uncertain information.

  3. 35.8  The Expert shall engage with Internet Users, and use their own language with the Discussions as much as possible, to ensure that they understand they are dealing with a real person and shall not abuse on the option of sending a pre-prepared reply.

  4. 35.9  The Expert undertakes not to provide inconsistent statements/written material during Discussions and/or any other attitude which could devalue the Brand and/or the Solution.

  5. 35.10  In the event where the Discussion concerns a subject which is not related to the Digital Medium and/or its content and/or its purpose, it is suggested the Expert should end it tactfully so he/she can begin a new Discussion.

  6. 35.11  In general, the Expert undertakes never to cause harm to Internet Users, and/or other Experts, and/or the Brand, and/or iAdvize, in any manner whatsoever, and notably to refrain for this purpose, from sending harmful files (for example files concerning a computer virus, etc.) via the Solution.

  7. 35.12  By accessing the Solution, the Expert represents, warrants and undertakes to:

    1. (a)  refrain from accessing and/or using the Solution for the purposes of soliciting and/or communicating in any form whatsoever to Internet Users and/or other Experts concerning a competitor of the Brand;

    2. (b)  refrain from generating, in any manner whatsoever, false Discussions intended artificially to inflate his/her remuneration.

36 CONFIDENTIALITY

  1. 36.1  Each Expert undertakes to keep as strictly confidential and to refrain from disclosing, directly or indirectly, to any person, all or part of the confidential information irrespective of the support that may have been disclosed by another party or of which it became aware pursuant to these General Terms, hereinafter the “Confidential Information”.

  2. 36.2  Confidential Information in particular includes the following:

    1. (a)  The pages visited by Internet Users during their Discussions;

    2. (b)  Offers of the Expert used by Internet Users;

    3. (c)  The content of sales concluded between the Internet User and the Brand;

    4. (d)  The content of Discussions.

  3. 36.3  Each Expert will adopt all necessary measures and, in particular, where applicable, will impose an obligation of confidentiality on its staff, associates, representatives and service providers.

  4. 36.4  The confidentiality commitment is not applicable to Information in the public domain at the time of its receipt, or Confidential Information already in possession of any of an Expert prior to receipt or if one of the Parties authorises the Expert in writing to disseminate the Confidential Information.

  5. 36.5  If disclosure of Confidential Information is required by law or by a judicial or regulatory authority, the Expert obliged to disclose will insofar as possible, notify the Brand accordingly in writing, as promptly as possible prior to said disclosure and assist the Brand, if the latter requests, in implementing all necessary protective measures.

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37 EXPERT’S LIABILITY

37.1 The Expert’s liability towards the Brand shall be as set out in Clause 18 above.

38 BRAND’S LIABILITY

  1. 38.1  The Brand agrees to pay the Expert an amount calculated based on the remuneration model applicable to the Specific Community (as identified by the Brand on entry into the Specific Community) being either (i) based on the number of completed Discussions held by the Expert or (ii) based on a percentage of the completed converted sales derived from the Expert’s Discussions, in each case in accordance with the fee tariffs set out in the tables accessible via the following link https://app.ibbu.com/e/login.

  2. 38.2  The Brand shall be responsible for ensuring that all Expert's Offers and other information supplied for use by Experts within the Solution comply with all applicable laws (including, where applicable, the UK’s self-regulatory advertising codes of practice).

  3. 38.3  In consequence, the Brand undertakes to indemnify and keep indemnified the Expert and/or, where applicable, iAdvize and/or any third party, for all direct and indirect losses arising from any claims, complaints, recourse and demands, of any nature, arising as a result of a breach of Clause 38.1.

  4. 38.4  The Brand may, on request, ask iAdvize to provide mediation services to assist the Brand in the event of any dispute between the Brand and the Expert pursuant to this Part D but the Brand and the Expert each acknowledge that such iAdvize shall act solely as intermediary in the provision of such services and will not incur any liability towards iAdvize and/or the Expert/User in such circumstances.

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