ZIKI sarl, with its head offices 7 rue Pelée à Paris (75011) registered at the trade register of Paris (number 501 993 778) (“Ziki”) and the client (the “Client”), a Service Provider (as hereinafter defined) who orders the Qualified-Prospect Service (as hereinafter defined) on the website www.Ziki.com ( “Site”).

1. ACCEPTANCE OF TERMS OF SERVICE

The Terms of Use which govern the use of Ziki Services are hereby incorporate by reference.

Any order for a Qualified-Prospect Service implies, as a necessary and material condition, your acceptance without restriction of these Terms of Service (“TOS”). Ziki reserves the right to modify these TOS at any time and from time to time subject to posting such modified TOS on the Site; the modified TOS shall be applicable for all Ziki Services ordered subsequent to the posting of such modified TOS.

2. DEFINITIONS

Capitalized terms not herein defined shall have the same meanings set forth in the Terms of Use.

“Affiliated Site” shall mean a website posting the Client’s advertisements pursuant to an affiliation agreement between Ziki and such website.

“Key Word” shall mean a term used to retrieve information from the Search Engine. The Client shall be solely responsible for the use of Key Words by Ziki with Ziki Services and/or Services or Products of the Client.

“Natural Ranking” shall mean the ranking in the index provided by the Search Engine of information retrieved that is not related to the purchase and management of Key Words by Ziki.

“Qualified Prospect” shall mean a Prospect interested by the Services or Products offered by the Client, whose Quotation Request confirmed by Ziki via a telephone call initiated by Ziki; the qualification of a Prospect is a service that is payable by the Client under the terms and conditions of these TOS.

“Search Engine” shall mean an on-line indexing service for accessing information on the Internet through the result of a search of one or more Key Words.

“Sponsored Ranking” shall mean the ranking in the index provided by the Search Engine of information retrieved that is a result of the purchase and management of Key Words by Ziki.

3. PURPOSE

The purpose of these TOS is to define the terms and conditions under which Ziki shall supply the services defined under article 5 hereunder.

These services may be provided by Ziki or by a contractor of Ziki under Ziki’s responsability.

4. ENTRY INTO FORCE AND DURATION

These TOS shall be effective as to any order for a Qualified Provider Services, not all Ziki Service upon the Client submitting such order and shall remain in full force and effect for the entire duration of such Ziki Service.

5. QUALIFIED PROSPECTS SERVICE

Ziki carries out marketing initiatives using the Internet to attract Prospects which may be interested in the Products or Services offered by a Service Provider, encouraging the Prospects to make Quotation Requests; such marketing initiatives may consist in Natural Ranking, Sponsored Ranking, affiliations with Affiliated Sites or e-mailing campaigns.
Ziki offers Service Providers a Ziki Service by which Ziki qualifies Prospects before connecting Prospects with the Service Provider (the “Qualified Prospect Service”).

When ordering the Qualified Prospects Service, the Service Provider shall pre-pay for a minimum of four (4) Qualified Prospects, i.e., a minimum of one hundred (100) Ziki Credits.

Ziki shall select the Quotation Requests made by Prospects corresponding to the Products and Services offered by the Client and contact such Prospects to confirm with such Prospect (i) that the Quotation Request has been correctly completed, (ii) that the Quotation Request comes from an existing individual or has been entered on behalf of a legal entity contactable through the contact details given in the Quotation Request, and (iii) that such Prospect is in an active purchasing phase and is able to verbally confirm the content of the Quotation Request. Furthermore, Ziki shall, as the case may be, obtain information from such Prospect on the business sector of his/her company, whether the individual contacted by Ziki has a decision-making capacity in the company, the size of the company, and any other similar characteristic information on the company.

Ziki shall submit the Quotation Requests from Qualified Prospects to the Client; the Client is invited to choose the Quotation Requests from Qualified Prospects to which the Client wishes to respond. Each time the Client chooses a Qualified Prospect, a “Qualified Connection” is created.

The Client shall be free to contact the Qualified Prospect and, where appropriate, to make the Qualified Prospect a commercial proposal, such proposal, and any obligations and liabilities undertaken by the Client thereunder to be the sole obligation and liability of the Client. The Client hereby expressly undertakes to comply with the Ziki Quality Charter (defined in the Terms of Use).

For each Qualified Contact, 25 Ziki Credits shall be debited from the Ziki Account of the Client.

A Client which has pre-paid at least 1 Qualified Prospect (whose Ziki account has at least 25 Ziki Credits) will receive Quotation Requests 24 hours before other Clients that do not have Ziki Accounts with at least 25 Ziki Credits.

So that Qualified Prospects benefit from open competition in relation to their Quotation Requests, the Qualified Connection with Qualified Prospects is not exclusive.

A Qualified Connection is made between each Qualified Prospect and the first 5 Service Providers that confirm a Connection.

Clients can obtain [in consideration of the payment of an additional sum of 25 euros, namely 25 Ziki Credits] the identity of the other Service Providers with whom the Qualified Prospect has been connected; use of this information is subject to the terms and conditions of the Ziki Quality Charter. The Client hereby acknowledges that its identity may be disclosed to other Service Providers.

The Client shall have the option of receiving public financial information on the Qualified Prospect from Ziki partners in consideration of additional payment. This public financial information is provided only for the convenience of the Client.

Ziki makes no representation or warranties as to the accuracy of the information provided. The Client relies on the public financial information at its own risk. Ziki shall under no circumstances be held liable for any inaccuracy in all or part of such financial information.

6. FINANCIAL CONDITIONS

6.1. Price of Ziki Services

In consideration of the supply of Ziki Services, the Service Provider shall pay the price (the “Price”) applicable for each Ziki Service.

The Prices of current Ziki Services are available on the Ziki Site.

6.2. Ziki Credits

Each Service Provider that ordered Ziki Services has an account which account is nominative and can be read by the Service Provider on the Ziki Site using its Login/Password (the “Ziki Account”). A Service Provider can add units (“Ziki Credits”) to its Ziki Account at a rate of one (1) Ziki Credit for one (1) euro. Ziki Credits are to be used exclusively for the purpose of materializing, for the Service Provider, the performance of ordered Ziki Services.

Furthermore, Ziki may, in its sole and absolute discretion, grant commercial discounts in the form of Ziki Credits to the benefit of a Service Provider for any new orders; these Ziki Credits are credited to such Service Provider’s Ziki Account (“Free Ziki Credits”).

The validity period of a Free Ziki Credit is one (1) year from the date on which it is credited to the Ziki Account.

Ziki Credits, including Free Ziki Credits, cannot be exchanged or refunded.

6.3. Payment conditions

The Price of Ziki Services is payable in advance with the use of the Ziki Credit from the Service Providers Ziki Account that equals the amount corresponding to the Price.

When placing an order, the Service Provider shall pay the amount of the Price by credit card, by check or bank transfer.

Electronic payment by credit card or bank transfer is carried out via an electronic payment terminal hosted on a secure server by the bank, which ensures the security and validity of transactions. The Service Provider’s bank details are encrypted and are never sent to Ziki.

In case of expenses invoiced to Ziki by Ziki’s bank for payment default attributable to the Service Provider, all of these expenses will be invoiced to the Service Provider.

7. RESCISSION PERIOD

The Service Provider expressly recognizes that the performance of Ziki Services shall begin immediately upon payment and within seven working days at the latest.
The Service Provider may not exercise any right of rescission.

8. OBLIGATIONS OF THE SERVICE PROVIDER CONCERNING SERVICES

The Service Provider undertakes to supply Ziki with accurate, honest and current information allowing the Qualified Prospect Services to be executed. The Service Provider is obliged, when and where appropriate, to update any such information or provide new such information to Ziki.

The Service Provider shall comply with any and all obligations under the Terms of Use. Specifically, the Web site of the Service Provider, its Ziki Profile and all User Content made accessible through Ziki Services shall be compliant with the TOS, Terms of Use and the Ziki Quality Charter. Ziki reserves the right to suspend any Ziki Service at any time.

9. ZIKI’S OBLIGATIONS

Ziki undertakes to use all of its resources to perform Ziki Services.

However, due to the technical uncertainties of the Internet and the policies of technical contractors and/or Search Engines, Ziki reserves the right to temporarily suspend Ziki Services for technical reasons or maintenance. Such suspension of services does not confer any right to compensation to the Service Provider. Ziki shall use its best efforts to limit these interruptions.

Ziki respects the privacy of its Users. Click here to display the Ziki Privacy Policy. By using the Ziki Site, you accept that your personal data may be transferred to and processed in other countries.

10. RELATIONSHIP BETWEEN THE PARTIES

Neither party authorizes the other party to act as an authorized agent on behalf of such party.

Ziki shall not be obligated to purchase any advertisement on behalf of the Service Provider. The Service Provider hereby acknowledge that Ziki Services constitute a single service, the purpose of which is to supply an overall, complete and outright service to raise the Service Provider’s visibility on the Internet, particularly by creating a Profile, hosting the Profile on the Ziki Site, optimizing the profile’s ranking and, where appropriate, ranking the Service Provider’s Web site with the Search Engines and indexing this Web site in Ziki directories.

11. LIMITATION OF LIABILITY

ZIKI’S LIABILITY TO THE CLIENT IS LIMITED TO THE LESSOR OF THE AMOUNT PAID TO ZIKI BY THE CLIENT AND 1,000 EUROS.

ZIKI MAY UNDER NO CIRCUMSTANCES WHATSOEVER BE LIABLE FOR THE COMPLETION OR INCOMPLETION OF ANY TRANSACTION THAT MIGHT RESULT FROM THE ESTABLISHMENT OF A RELATIONSHIP BETWEEN THE CLIENT AND QUALIFIED PROSPECTS. THE CLIENT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS ZIKI FROM AND AGAINST THE ENTIRITY OF ANY DAMAGES ZIKI SUFFERS AS A RESULT OF ANY ATTEMPT BY THE CLIENT OR A THIRD PARTY HOLDING OR ATTEMPTION TO HOLD ZIKI LIABLE FOR THE COMPLETION OR INCOMPLETION OF SUCH TRANSACTION.

FURTHERMORE, THE CLIENT ACKNOWLDEGES HAVING READ THE LIMITATIONS ON LIABILITY PROVIDED UNDER THE TERMS OF USE, WHICH ARE HEREBY INCORPORATED BY REFERENCE.

12. FORCE MAJEURE

Ziki shall not be responsible for delays or failure in delivery or performance of Ziki Services due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of the Client or Prospect, any government order, any allocation program (mandatory or voluntary) established pursuant to law, strikes or other labor disturbances or shortages or dispute with workers, shortage of or inability to obtain fuel, material, supply, parts, or power, war, acts of terrorism, riot, delays in or inability to obtain transportation, break down of equipment, epidemics, floods, fires, accidents, or a contingency the non-occurrence of which was a basic assumption on which the order was made (“Force Majeure”). Acceptance of Ziki Services shall constitute a waiver by the Client of any claim for damages because of delays in delivery or performance.

If the Force Majeure event lasts for more than forty days, either party may terminate these TOS with immediate effect, without compensation; such termination or rescheduling as a result of a Force Majeure shall not be deemed a breach of any contract between the parties.

13. SEVERABILITY

In case any provision of these TOS shall be deemed invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

14. CONFIDENTIALITY

Ziki will keep confidential all information whatsoever that is communicated by the Client or that Ziki may become aware of during the execution of Ziki Services, particularly concerning the Client’s communication and marketing strategy, market share and know-how. The obligation for confidentiality will continue beyond the end of the validity hereof, whatever the cause, for a period of five (5) years.

However, Ziki shall have no obligation for confidentiality concerning User Content.

Click here to display the Ziki Privacy Policy.

15. UPDATE TO TERMS OF SERVICE

Ziki may modify these TOS in relation to any developments to legal precedent or any technical change. The Service Provider has to constantly keep informed thereof before any order of Ziki Services.
.