1. Services
1.1. Principle. Wecan shall grant to the User access to the Platforms and its functionalities and provide the User with additional services as specified in article 3 below (the access to the Platforms and the additional services altogether the "Services").
1.2. Wecan and the User (individually the "Party" and altogether the "Parties") may agree in writing on any other additional services to be provided by Wecan.
1.3. All Services shall be subject to the General Terms and Conditions.
2. Blockchain Technology
2.1. The Platforms used the Blockchain Technology to anchor transactions. Wecan confirms that the resulting architecture schemes and technological choices made in relation to the Platforms are in line with industry standards. Wecan regularly appoints audit firms to perform penetration tests to check the security of the Platforms in order to guarantee that they are state-of-the art.
3. Training, Maintenance and Technical Support
3.1. Training. Wecan provides an online knowledge base and tutorials to the attention of the User in order to provide the necessary training to readily use the Platforms in its day-to-day activity. If additional training is required, Wecan will provide a quote subject to approval by the User. After approval by the User, Wecan will invoice the additional training fees.
3.2. Maintenance. Wecan shall use its best efforts to eliminate any error or bug in the functioning of the Platforms and to take any necessary action needed to maintain the proper functioning of the Platforms. The maintenance does not include the elimination of failures that result from inappropriate operation or use of the Platforms or which relates to the Blockchain Technology.
3.3. Technical Support. Wecan shall provide the User with a helpdesk support available Monday to Friday, from 9am to 5pm CET, to provide technical support and assistance with questions and issues arising in relation to the use and operation of the Platforms. Access to Wecan's helpdesk and technical support shall be limited to specific persons designated by the User as the main contact persons and who have been properly trained on the use and operation of the Platforms. To provide technical support and assistance in the most efficient manner as possible, Wecan may access the Platforms temporarily and in a read only mode, provided the User grants its prior approval.
4. Fees
4.1. Licence fees. Depending on the use that is made by the User on the Platforms, licence fees (the "Fees") may apply. In this case, the User will be informed by Wecan of the additional fees to be paid to access the needed level of use.
4.2. Anchoring fees. Anchoring of transactions on the Wecan Chain blockchain will be invoiced in tokens WECAN by Wecan. The User will have the possibility to buy tokens WECAN on the market, or to ask Wecan to buy tokens WECAN on the market, and resell them taking a marginal fee on this transaction.
4.3. Payment. Payment of the Fees shall be made within 30 days of receipt by the User of Wecan's invoices. Wecan reserves the right to suspend access to the Platforms if payments are not made on time and to charge reminder fees.
4.4. Increase. Wecan reserves its right to increase the amount of the Fees. In any case, Wecan shall notify the User of the increase thirty (30) calendar days before its application.
5. Proprietary Information and Confidentiality
5.1. Confidentiality and Use. The Parties acknowledge that their relationship is one of high trust and confidence and that in the course of the execution of the General Terms and Conditions and the use of the Platforms, Wecan and the User will have access to proprietary information regarding the other Party, their affiliates, users and personnel, including notably as the case may be (but not limited to) information regarding internal process, financial information, intellectual property rights or the Intellectual Property Rights (as defined in article 6), in whatever form (written, oral, visual etc.), whether or not marked as confidential. The Parties shall not disclose any such proprietary information to any person or entity other than their employees, affiliates, consultants and advisors as required for the provision of the Services and the use of the Platforms, provided any such employees, affiliates, consultants and advisors are bound by the same confidentiality obligations; Each Party shall be towards the other Party for the fulfilment of the said confidentiality obligation and shall indemnify the other Party for any damages resulting from a breach of the present duty of confidentiality.
5.2. Exclusions. The Parties' obligations under article 5.1 shall not apply to any information that
- is or becomes known to the general public under circumstances involving no breach of any confidentiality obligations, including under the General Terms and Conditions;
- is generally disclosed to third parties by the User or Wecan without restriction on such third parties;
- is approved for release by written authorization of two representatives of the other Party;
- is required by law or by order of a court or regulatory authority of competent jurisdiction to be disclosed.
6. Intellectual Property Rights and Right to Use
6.1. Intellectual property rights. All inventions, ideas, creations, discoveries, computer programs, source code, works of authorship, data, developments, technology, designs, know-how, innovations and improvements (whether or not patentable and whether or not copyrightable), trademarks and goodwill in connection with the Platforms which are made, conceived, reduced to practice, created, written, designed or developed by Wecan, solely or jointly with others or under Wecan's direction and whether during normal business hours or otherwise (the "Intellectual Property Rights") shall remain the exclusive property of Wecan, including any of the same resulting directly or indirectly from the provision of the Services. Any transfer between the Parties of Intellectual Property Rights must be expressly agreed in writing between the Parties.
6.2. Right to use. Wecan hereby only grants to the User the necessary non-exclusive rights to use the Intellectual Property Rights needed to access and use the Platforms. This right to use the Intellectual Property Rights is granted to the User and may not be sublicensed to any third-party. The User may neither grant the access to any of its subsidiaries nor its branches. In such a case, a separate agreement would have to be signed with such a subsidiary or branch. For the sake of clarity, it is recalled that the User is bound by a duty of confidentiality as per article 5 and may accordingly not disclose or use for its own benefit or the benefit of third party any confidential information, including any Intellectual Property Rights pertaining to the Platform, it would have had accessed to in the course of the execution of the General Terms and Conditions and/or the use of the Platform. Nonetheless, and for the avoidance of doubt, Wecan confirms that the User may share any Data obtained or uploaded via the Platforms with the entities of its group.
6.3. Data Protection. Each user ensured that they obtained the data owner's consent before transferring their data to a cloud service, in accordance with the applicable LPD and GDPR regulations
7. Diligence and Liability of Wecan
7.1. Diligence. Wecan shall use its best efforts in the performance of the Services, rendering said Services professionally to the highest standards, with due diligence and care.
7.2. Liability for the granting of access to Unauthorized Users. Wecan shall establish and maintain reasonable industry standard safeguards to avoid the granting of access to the Platforms to a person not previously authorized by the User (hereinafter an "Unauthorized User") and may not be held liable in case such Unauthorized User has been granted an access by the User or by using the personal access and codes of the User. For the sake of clarity, this liability relates exclusively to the granting of an access to the Platforms to an Unauthorized User. Any other kind of liability, including any other type of Data breach is limited as per articles 7.3 and 7.4.
7.3. Liability in case of data breach. Wecan may not be held liable for any kind of security breach or data breach, including use of the data or cyber-attack on the Platforms or Blockchain Technology, breach of data's confidentiality, leakage, loss, alteration, theft of the data.
7.4. Liability for Blockchain Technology. Wecan may not be held liable for any kind of damages or loss resulting from the Blockchain Technology.
7.5. Liability for message content. Wecan does not act as a moderator on the Platforms and may not be held liable for the content of messages exchanged on the Platforms.
8. Accessibility and Modification
8.1. The General Terms and Conditions can be consulted at any time on Wecan website (https://wecangroup.ch/).
8.2. The General Terms and Conditions apply from the day of the 1st use of the Platforms by the User and may be updated at any time by Wecan by written notice with immediate effect.
8.3. These General Terms and Conditions do not replace any previous Terms and Conditions that would have been signed in a Service Agreement with WeCanGroup SA. In case of contradiction, the Terms and Conditions of the Service Agreement would prevail.
9. Termination
9.1. Term. Depending on the use that is made by the User on the Platforms, and / or depending on a previous Service Agreement signed with WeCanGroup SA, termination conditions may apply, particularly concerning payment of the Fees. In this case, the User will be informed by Wecan of the termination conditions related to the needed level of use or to the Service Agreement signed with WeCanGroup.
9.2. Survival. Articles 6 and 13 shall survive the termination of the General Terms and Conditions for whatever reason.
10. Consequences in Case of Termination
10.1. Access to the Platform. After the Term, the User will no longer have access to the Platform and undertakes to take all necessary measures to destroy, delete or revoke any access it may have to the Platform and to allow Wecan to take all necessary measures to ensure that the User can no longer access the Platform.
10.2. Access to the Data. After the Term, the User will no longer have access to the Platform and the data shared during the time the User was on the Platform (hereafter the "Data"). Shall the User be required by the laws, rules or regulations applying to it, to retain part or all the Data for a certain period of time, the User is responsible for exporting all necessary Data before the Termination. The User is also responsible to inform, before the Termination, its counterparties with whom its data has been exchanged on the Platforms that the data will be deleted from the Platform.
11. Force Majeure
11.1. Neither Party shall be considered in default of this General Terms and Conditions to the extent that performance of its obligations is prevented by a Force Majeure event. The Party claiming existence of a Force Majeure event shall immediately notify the other Party. Failure to give a notice of the Force Majeure event shall deprive the Party concerned of the right to claim non-liability with respect to all damage that arose as a direct consequence of the delay in giving such notification. If the Force Majeure event continues for more than 30 (thirty) days, either Party may terminate the General Terms and Conditions with immediate effect. The Party claiming existence of Force Majeure event shall at all times use all reasonable endeavours to minimize any delay in the performance of its obligations under the General Terms and Conditions as a result of Force Majeure. To the purpose of this General Terms and Conditions, "Force Majeure" means circumstances beyond person's control, which make impossible or illegal for that person to perform, such as, but without being limited to natural disasters, war, strikes, hostilities, civil unrest, acts of terrorism, expropriation or embargoes.
12. Miscellaneous
12.1. Severability. If any provision of the General Terms and Conditions is held to be null, void, unlawful or unenforceable for any reason, it shall be adjusted rather than voided, if possible, to fully achieve the intent of the Parties possible. In any event, all other provisions of the General Terms and Conditions shall fully remain valid and enforceable.
12.2. No Waiver. The failure of any of the Parties to enforce any of the provisions of the General Terms and Conditions or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of the General Terms and Conditions. The waiver of any breach of the General Terms and Conditions by any Party shall not be construed as a waiver of any other prior or subsequent breach.
12.3. No Third-Party Beneficiaries. The General Terms and Conditions shall be binding and inure solely to the benefit of the Parties (and their respective lawful successors and assigns). Nothing in the General Terms and Conditions is intended to or shall confer upon any third party any rights, benefits, or remedies of any nature whatsoever under or by reason of the General Terms and Conditions.
12.4. Assignment. Neither Party may assign or transfer, in whole or in part, or delegate all or any portion of its rights or obligations under the General Terms and Conditions to any third party without the prior written consent of the other Party.
12.5. Cooperation. The Parties shall cooperate to enable the development of the Platforms in good faith. Wecan shall have permission to use the logo and name of the User, in accordance with recognized professional standards, to promote the Platforms. The User may withhold its consent at its sole discretion. Wecan shall remove any such reference in the shortest possible period upon the User's first written request.
13. Governing Law and Jurisdiction
13.1. Governing Law. The General Terms and Conditions shall be governed by and construed in accordance with Swiss substantive law, without reference to its conflict of law's provisions.
13.2. Jurisdiction. Any dispute or difference arising out of or in relation to the General Terms and Conditions shall be subject to the exclusive jurisdiction of the courts of Geneva, Switzerland, subject to the right of appeal to the Federal Supreme Court.