SPECIAL CONDITIONS OF USE: CUSTOMER/SUPPLIER NETWORKING
Date of last revision: April1, 2023
The purpose of the present special conditions is to specify the relationship between Members / Users (hereinafter referred to as "Customers") who contact other Members / Users (hereinafter referred to as "Suppliers") within the framework of the contacts proposed by Kovalys (hereinafter referred to as "Contacts") and/or within the framework of fully-fledged contracts for the sale of products or services, to which Kovalys is not a party.
Article 1: Matchmaking
1.1 Direct contact
Customers can be put in contact with a Supplier via the Platform.
To do so, the interested Member or User fills in his or her information in the "Interests" box and defines the Member / User profiles and the type of Supplier with whom he or she wishes to be put in contact. The Platform's integrated search algorithm will suggest profiles that match their criteria, subject to the existence of such Suppliers in the Kovalys directory.
The Customer may therefore contact the Supplier directly via the Platform's messaging system or via the contact information provided by the Supplier on its profile on the Platform.
Customers can also get in touch directly with Suppliers discovered at Kovalys during events organized by Members/Users on the Platform, during training sessions and when Suppliers are highlighted on social networks and in Kovalys newsletters.
In this case, the Customer shall contact the Supplier directly using the means of his choice: telephone, email, social networks and any other means of communication available to the Supplier.
1.2 Delegated networking
Delegated matchmaking consists of putting a Supplier in touch with a Customer who publishes his or her requirements on the platform using the "Request a quote" insert.
Suppliers have access to the list of requirements published by customers. Suppliers who wish to do so, respond to the customer's need by clicking on the "Make a proposal" button. The Customer receives all the Suppliers' responses via the Platform's messaging system.
The Customer can therefore contact the Supplier(s) of his choice directly, via the Platform's messaging system or via the contact information provided by the Supplier on his profile on the Platform.
1.3 Accompanied matchmaking
Accompanied contact consists of a "project manager" service in which Kovalys accompanies the Customer from the definition and identification of needs to the search for and negotiation of services with the Supplier, and the monitoring of project completion.
It is payable by the Customer, in addition to the Price defined in article 9 of the General Terms of Use, according to a quote sent within a reasonable time of the request.
The Customer's request can be made either directly to Kovalys via the Platform's messaging system, or by e-mail to partenariat@kovalys.com.
Article 2: Sales of products or services
2.1 Purpose
The Customer may be bound by a contract with the Supplier for the provision of a service or the sale of a product, to which Kovalys is not a party and which may in no case be imposed on Kovalys.
2.2 Commissions
In return, the Supplier pays Kovalys a commission corresponding to a percentage of the price (excluding taxes) of the sale made with the Customer, as defined in the table below, regardless of the method of contact chosen by the Customer.
Supplier status | Sale of services | Training sales |
Member, Active Member, Referent Member
| 10% | 20% |
Referred Member / User
| 20% | 30% |
The Supplier is commissioned on all sales generated (customer invoices collected) with all Network Customers for the entire duration of the contract, even after the first Connection.
In the event of direct contact, the Supplier undertakes to always ask the Customer how the Customer found out about the Supplier and to notify Kovalys of any customers obtained through the Network.
2.3 Billing monitoring and control
In order to enable Kovalys to prepare its invoices, the Supplier undertakes to declare the total sales made to Customers during the past month, before the declaration deadline as defined in the table below.
PERIODS |
DECLARATION DEADLINE
|
| |
Period 1: January, February | March 15 |
Period 2: March, April | May 15 |
Period 3: May, June | July 15 |
Period 4: July, August | September 15 |
Period 5: September, October | November 15 |
Period 6: November, December | January 15 (following year) |
This declaration must be made by the Supplier in his Member Area under the heading "Sales declaration" or by e-mail by completing the sales declaration file to be sent to billing@kovalys.com.
Kovalys may request from the Supplier a summary of all invoices issued to Customers during the period concerned, with a copy of all such invoices.
The Supplier agrees to allow Kovalys, directly or through its advisors, to audit the customer ledger twice a year to verify that the Supplier has complied with its obligations to declare sales to Customers. The costs of this audit will be borne by Kovalys.
2.4 Terms of payment
The Supplier shall pay, by bank transfer, to Kovalys within 15 days of the date of Kovalys' invoice the commissions due on the basis of the amounts, exclusive of tax, of all the invoices issued by the Supplier to the Customers.
Article 3: Kovalys' obligations and liability
3.1 Obligation of means
Kovalys is only bound by an obligation of means. Thus, Kovalys undertakes to implement all appropriate means at its disposal to ensure the proper performance of its obligations, it being understood that it can in no case guarantee the results on objectives beyond the scope of its obligations defined herein.
Under no circumstances will Kovalys be held responsible for the absence of a service contract between the Supplier and the Customer(s) he meets through the Network or with whom he has been put in contact.
3.2 Limitation of liability
Kovalys cannot be held responsible under any circumstances :
- damage caused by the Supplier's or the Customer's failure to perform its obligations;
- damage caused to the Supplier or Customer in the event of force majeure ;consequences arising from the communication of any false, inaccurate or incomplete information provided by the Supplier or the Customer to Kovalys or by the Supplier or the Customer to the Supplier or the Customer, the use of which would be unlawful and/or likely to engage the liability of Kovalys for any reason whatsoever;
- any misuse by its staff or third parties of personal, nominative and/or confidential data provided by the Supplier or the Customer to Kovalys, except where this is directly or indirectly linked to a fault or negligence on the part of Kovalys, whatever the nature or seriousness of such fault or negligence;
- non-payment of the Supplier by Customers, and any financial loss the Supplier may suffer.
Article 4: Supplier's obligation to provide information
4.1 General provisions
The Supplier and the Customer undertake to provide Kovalys, in good time, with any information necessary for the smooth running of their collaboration hereunder.
In particular, the Supplier and the Customer undertake to respond to Kovalys' requests by providing all data, information and documents likely to ensure that Kovalys has sufficient knowledge of the Supplier and the Customer.
4.2 Information on contracts concluded between Suppliers and Customers
The Supplier undertakes to provide Kovalys with a copy of the quotations and/or contracts made with the Customers within 30 days upon request by Kovalys.
4.3 Good faith and fair dealing
The Supplier and Kovalys undertake to behave towards each other as loyal partners and in good faith, and in particular to inform each other of any difficulties they may encounter in the performance of the Contract.
Article 5: Non-competition obligation
The Supplier will not put the Customer in contact with other service providers without informing Kovalys.
Article 6: Declaration of mutual independence
Kovalys and the Supplier are independent of each other and expressly agree that their collaboration does not constitute a de facto or de jure partnership, a joint venture, a mandate, a franchise or economic agent contract, or an employee relationship between the two.
Kovalys and the Customer are independent of each other and expressly agree that their collaboration does not constitute a de facto or de jure partnership, a joint venture, a mandate, a franchise or economic agent contract, or an employee relationship between the two.
Article 7: Subcontracting and co-contracting
In the event that the Supplier subcontracts or co-contracts services to a Customer, the Supplier undertakes to inform the Customer of such subcontracting or co-contracting at the Customer's request.
Article 8: Force majeure
Neither Kovalys nor the Supplier will be held liable to the other for non-performance or delays in the performance of their obligations hereunder due to force majeure.
Neither Kovalys nor the Customer will be held liable to the other for non-performance or delays in the performance of their obligations hereunder due to force majeure.
The provisions of the General Conditions of Use apply to the Customer, the Supplier and Kovalys.