Service – “iMiniMi” small business platform digitalisation app

These terms of use apply to all content and features of the “iMiniMi” mobile app, a semi-figurative mark filed with the INPI [Institut National de la Propriété Industrielle – French Patent Office] on 25 January 2017 under reference 17/4332122 and accessible on the App Store, Android and Google Play, hereinafter referred to as “the App”.

A service operated by IMINIMI LTD, 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, UK, hereinafter referred to as IMINIMI LTD or the “Service Provider”.

Definitions :

- “Backer or MiniBacker(s)” means a backer who is a natural person who registers a trader and supports them in their use of the App;

- “Sponsored Party or MiniSponsor(s)” means the trader who registers, or not, new users and supports them in their use of the App;

- “The User” means both the MiniBacker and the MiniSponsor.

1 - Description of the features of the App – Scope

1.1 The App is intended for local businesses and consumers in the territory of the French Republic, including French overseas territories and collectivities. It encompasses the function of a loyalty card. It allows points to be stored and a record of these to be kept, and also allows notifications to be sent. It also enables users to participate in the marketing of the App to traders by means of the backing system. The App is also available for traders, who can also sponsor users.

▸ Practical interest for the trader: the App offers a simple way of managing loyalty cards and points. It also simplifies communication between the trader and their customers, and allows the former to access activity data connected with gaining the loyalty of their customers.

▸ Practical interest for the consumer: the App maximises the use of local loyalty cards. It offers consumers the chance to benefit from the best local offers with the guarantee of effective protection during the use of their personal data.

The content published and available on the App developed by IMINIMI LTD is selected and updated with the utmost care.

However, IMINIMI LTD shall not be held liable if the App and/or its content are not up to date or in the event of omissions or errors therein or their unsuitability for use or certain purposes.

1.2 Any use of the Service Provider’s services by traders and customers/consumers, hereinafter referred to as the “User(s)”, implies that the latter have expressly and unequivocally accepted all of these general and special terms, hereinafter referred to as the “General Terms of Use”. The fact that the Service Provider departs from one of the clauses of these General Terms of Use for a specific operation may not be subsequently interpreted as a renunciation of the benefit of such a clause. These General Terms of Use govern the relationships of use of the services provided by IMINIMI LTD with its User(s), which they expressly accept, with the exclusion of any general terms of purchase (in particular) of the Users.

2 - Services

The Service Provider provides several services to the Users, in particular the design, creation, implementation, publication online and management of site and app solutions, mobile marketing, digital marketing and, in particular, apps, websites and displays, as defined in Section 1.1 hereinabove.

Within the framework of providing these services to the User, the Service Provider may have to communicate with the latter. Such communications form an integral part of the service provided by the Service Provider.

3 - Contract documents

The information provided by the Service Provider’s App is not contractual and can be amended by the Service Provider without prior notice.

– Special terms – Sponsorship – Subscription

The intended purpose of the App and the associated platform is to allow the automation of the practice and use of the loyalty card between traders and consumers. It does not guarantee “proper use” and is not intended to avoid any disputes that may arise as a result of such use. Given its features, the App cannot prevent a trader from removing points from a customer. No complaint may be made to IMINIMI LTD with regard to the use of the App in the event of a dispute between Users.

4.1 - Sponsorship

First sponsorship situation: the MiniBacker, who can only be an individual natural person, undertakes to back traders who are likely to have a business that is compatible with the services offered by the App. On principle, each user may back a maximum of fifteen (15) traders. This number may be increased during the performance of specific operations that meet the specific conditions of implementation with the traders, except for a special operation to be implemented. Special offers shall be subject to special terms, which will be associated with and subject to these General Terms of Use.

Second sponsorship situation: traders or MiniSponsors can sponsor an unlimited number of Users provided that they comply fully with these General Terms of Use.

In each of the aforementioned sponsorship situations, the obligation and purpose of the Sponsor or Backer is to:

- help to market the App;

- provide an answer, as clearly as possible, to any questions posed by the Sponsored Party in relation to the use of the App;

- contact IMINIMI LTD’s technical services;

- carry out the provision of services or features of the App, as described on the corresponding website, which is updated regularly.

Other services may be published online by IMINIMI LTD and will also be available for sponsorship. Sponsorship on multiple services can be combined without a common ceiling. There will only be a ceiling for each individual service that can be sponsored.

MiniBackers and MiniSponsors can access a back office and thus manage their account, and create and amend the components of the service from which they benefit.

4.2 - Subscription – Remuneration

First sponsorship situation:

The MiniBacker acts as a “referrer” for the trader throughout the period of the latter’s subscription. The subscription taken out by the trader entitles the MiniBacker to remuneration.

This remuneration comes to 33% of the amount of the subscription taken out by the trader, provided that the latter is up to date with the payment of the subscription. Any subscription shall thus give rise to a monthly payment to be made to the MiniBacker, into the bank account designated by the latter, with the exclusive condition that the trader is up to date with their payments.

In any event, if the MiniSponsor objectively believes that the support they are receiving from their referrer is ineffective or incomplete, they reserve the right to change their referrer. In such a case, IMINIMI LTD reserves the right to remove the link between the two and remuneration will no longer be due to the referrer.

4.3 - Change and removal of referrer

When a trader believes that the relationship they have with their referrer is ineffective or incomplete, they may send a request for a change of referrer to IMINIMI LTD via the App. IMINIMI LTD undertakes to take into account requests of this nature made by traders and shall assess, at its discretion, the grounds for the change in referrer and guarantees that the remuneration of the referrers during this period will be maintained. After assessing the request, IMINIMI LTD reserves the right to remove the link between the MiniBacker and the unsatisfied trader, which will mean that the remuneration of the MiniBacker is stopped.

In any event, the request for a change of referrer must be strictly accompanied by the reasons for this request and must be documented.

5 - Access to the App and Subscription to services – Payment and transfer

5.1 - After the customer or the trader has subscribed to one of the subscription offers, IMINIMI LTD undertakes to provide App Users with their access codes (login and password) within a maximum period of 24 hours, subject to the validation and qualification of the corresponding subscription and payment. Failing that, the data will be kept until the date on which the payment situation is rectified.

Taking out a subscription offer is conditional upon use of the MANGOPAY payment solution for debiting the trader’s bank account, thus enabling the payment of the appropriate subscription amount and the payment of the remuneration due to MiniBackers via the MANGOPAY payment platform (or any other payment platform selected), which will consider the opening of accounts on a case-by-case basis in accordance with the general terms of use of the said payment platform, which can be consulted by following this link: MANGOPAY general terms of use.

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Access to the App’s services is provided subject to regular payment of the subscription by the trader. In the event that payments cannot be taken from the trader’s account, the service will be suspended immediately until the situation has been fully rectified. IMINIMI LTD will keep the User’s data saved on the App until the situation has been rectified.

5.2 - Payment by the trader is on a monthly basis via their debit or credit card that has been registered to be debited automatically.

Money is transferred to the MiniBacker monthly within 30 calendar days.

In the event that the service is cancelled by the User (trader), this will not lead to a pro rata reimbursement of the days of the current month, as the service will remain active for the month concerned.

For the MiniBacker: the unearned income for the month is paid to them on a non-pro rata basis, with standard service until this service actually ceases.

6 - Personal data

The User authorises the Service Provider to use the personal data they provide, in compliance with the applicable regulations under the CNIL.

These data may be used, in particular, to carry out statistical studies and to personalise the service provided by the Service Provider.

By writing to the address at the start of these terms, the User has the right to modify, rectify, remove or oppose the information about them, in accordance with the provisions of the CNIL.

The User authorises the Service Provider to supply the information collected to a new owner in the event of a change in the capital structure.

7 - Communication of data

The User authorises the Service Provider to communicate their personal data to partners.

In the event that the Service Provider does communicate this information, the data provided by the User shall be fully anonymised and provided within the framework of grouped statistical studies. In accordance with the requirements of the CNIL it will not be possible to identify the User from this data transfer.

8 - App – Licence for use

Use of the “iMiniMi” App is granted to Users in the form of a licence (and not sold). It must be used exclusively within the framework of the terms of this licence and the General Terms of Use. IMINIMI LTD reserves all rights that are not expressly granted to Users. Under no circumstances may the User amend or decompile the source code of the software of the App that they install without having been expressly authorised to do so in advance and in writing by the Service Provider.

Thus, IMINIMI LTD grants the registered user, under the conditions mentioned hereinafter, a non-exclusive and non-transferable licence for use of the App and associated services that may be revoked at any time:

- the licence thus granted by IMINIMI LTD for the App is limited to a non-transferable licence for use of the mobile App on an Android or iOS device owned or controlled by the User.

- the User is not authorised to distribute the App or make it available on a network other than the one expressly defined by IMINIMI LTD. The user is not authorised to hire, let, lend, sell, redistribute or grant sub-licences or to transfer the App to a third party, in any way whatsoever, either in full or in part. The user is not authorised to create, develop or grant a sub-licence, or to install, use or deploy third-party software or services to get around, allow, amend or provide access to the authorisations or rights to bypass the technical limits of the App and these General Terms of Use. Any attempt to do so constitutes a violation of the rights of IMINIMI LTD.

- The conditions of the licence apply to any updates provided by IMINIMI LTD to replace and/or supplement the original App, unless these updates are accompanied by a separate licence, in which case the conditions of that licence shall apply.

IMINIMI LTD is entitled to revoke the aforementioned licence for use at any time without indicating the reasons for doing so. If use of the App continues without a licence, this will give rise to both civil and criminal proceedings. In addition, the user is required to immediately and permanently delete the data they have downloaded by overwriting that data several times using dedicated software, and/or to irreparably destroy paper copies using a shredder.

9 - Protection of the rights of third parties

The Service Provider reserves the right to delete content published on the platform by the User if it deems that content to be contrary to these General Terms of Use, or if it breaks the law. Content that is published cannot be violent, abusive, defamatory, vulgar or obscene towards third parties, nor may it constitute unwanted and inappropriate spam advertising. If the User fails to comply with these obligations repeatedly and/or on a frequent basis, the Service Provider reserves the right to close the user’s account permanently. The User will then be warned of this closure electronically, using the contact details provided when they registered.

10 - Account and registration

After registration, the Service Provider will provide the User with a username and a password to allow the latter to access their user account. The User’s account is strictly personal. The User is responsible for the activity carried out by their user account. They are also responsible for keeping the username and password provided to them by the Service Provider confidential. The User shall refrain from accessing or attempting to access a user account that does not belong to them by using someone else’s identification data. The User shall refrain from passing on their identification data to a third party to allow the latter to use their user account. The User must do their utmost to ensure that their user account is secure and personal.

11 - Guarantee

The Service Provider shall do its utmost to provide the User with a continuous, high-quality service within the framework of a duty of care. Given the unstable nature of the internet, the Service Provider does not guarantee the availability of the service provided at any time. The User accepts that the service may be interrupted temporarily due to technical reasons, for maintenance operations or upgrades, for example. The Service Provider undertakes, in return, to keep service interruptions to a minimum, as far as possible. However, the latter is only required to provide a duty of care within the framework of these terms.

12 - Published content

The User retains all intellectual property rights to the content they publish, provided that this is authorised by the legislation in force. However, the User grants the Service Provider a global, non-exclusive intellectual property licence at no charge for the content they publish on the site and, in particular, for the features of the App that are contained on their platform, which allows traders to create offers/reductions connected to the loyalty cards and notifications to advertise their offers. The offers thus proposed may be made available and suggested to other traders to help make them more relevant. This licence will continue for as long as the content is included in the App.

13 - Hyperlinks

The site and the App may contain hyperlinks to other websites. The Service Provider has no control over the content of such websites. Any links that may be provided on the Service Provider’s site and App are only given for the convenience of the User and are not part of the services provided by the Service Provider.

14 - Waiver of responsibility for external links/URLs

The following provisions apply for links that are likely to be created on the App by or to other websites.

IMINIMI LTD has no control over the presentation and content of the sites to which these links lead. Their publishers are solely responsible for their content. IMINIMI LTD therefore declares that it is entirely a third party in relation to the content of all external links accessible from its site and that it has no control over or liability for such content. This declaration and exclusion apply to all displayed links and to all content on the sites to which they lead. IMINIMI LTD shall delete from its App any offending link as soon as it becomes aware of a violation of the law. IMINIMI LTD disclaims any liability in relation to the content of the sites belonging to third parties and to which links are provided and, at its discretion, may technically cease redirection to such links.

15 - Governing law – Forum of jurisdiction

Any dispute relating to the interpretation and execution of these General Terms of Use is subject to French law. If the dispute is not resolved amicably by way of mediation or otherwise, it shall be brought before the Cour d’appel de Grenoble [Grenoble Court of Appeal].

16 - Force majeure

The Service Provider may not be held liable if its failure to fulfil or delay in fulfilling one of its obligations, as described in these General Terms of Use, arises from an event of force majeure, as described by the case law of the Cour de Cassation [court of cassation].

17 - Miscellaneous

In the event that any one of the clauses of these General Terms of Use is declared to be against the law, regulations and/or legislative instruments of the EU or unenforceable in any other way, such a clause will be amended or deleted, without all or part of these General Terms of Use being invalid as a result.