Editor: The Wesource website (www.we-source.com) is published by WESOURCE, a French company société par actions simplifiée with a share capital of 25,000 Euros, intracommunity VAT No. FR93890299977, registered under No. 890 299 977 RCS Paris and whose registered located office is 4, rue Auguste Bartholdi – 75015 Paris (France) (“WESOURCE”).
WESOURCE has additional offices at 2, place de la Bourse – 75002 Paris (France).
Chief Editor: Julien RUETSCHMANN, Président (CEO) of WESOURCE.
Website hosting: OVH
Agent: Designates the company or, as the case may be, the individual which or who promotes the products of the Manufacturer it or he/she represents in a given country or region to the Brands. The term Agent also includes the sales representative of a Manufacturer.
Business Day: Designates any day other than Saturday, Sunday, or a legal holiday or a day on which banking institutions in Paris (France) are authorized to be closed.
Brand: Designates the company which design and sell clothing collections by using the Manufacturer's products.
Manufacturer: Designates the company which imagines, designs, develops, produces and sells all the components necessary to make garments.
Member: Designates the Manufacturers, Brands and/or Agents registered on the Website.
Membership: Designates the fact of being a Member.
Parties: Designates WESOURCE and the Members.
Personal Account: Designates the account that must be created to become a Member.
Products: Designates the fabrics and/or the trims owned by a Manufacturer, as displayed on the Online Catalog.
Products Page: Designates all the information related to the Products of a Manufacturer, displayed on the Online Catalog. It includes in particular the photo of the fabrics or trims, the full descriptions and the downloadable technical sheets.
Registration: Designates the registration process described hereto in Article 3 that Agents, Brands and Manufactures must comply with to become a Member.
Services: Designates all the services, as amended and completed from time to time by WESOURCE, delivered to the Members by WESOURCE on the Website whether the services are accessible through a Subscription or not. Services are further described in Article 5 of the T&Cs hereafter. Some dedicated Services, as proposed from time to time to some categories of Members, can only be accessed by Subscribers paying a Subscription Fee.
Subscriber: Designates a Member which shall file or subscribe (“Subscribe”) to benefit from some dedicated or particular Services (the “Subscription”).
Subscription Fee: Designates the annual fee, paid in monthly installments except otherwise provided, that a Member, when having Subscribe, shall pay to WESOURCE to access some of dedicated Services.
T&Cs: Designate the present terms and conditions of use and sale.
Website: Designates the Internet website accessible at www.we-source.com to the Members. Additional definitions are set out in various Articles of this Contract.
Welcome to the Website!
In accordance with Article 3.3.2, when becoming a Member, the Manufacturer shall receive a Registration Form to be filled in. The Manufacturer shall also indicate the professional information of its Affiliated Agents.
As part of the T&Cs, the Manufacturer shall also receive the amount of the Subscription Fee and the possible price reduction, terms and conditions of which being described in Article 4 hereunder.
Once the Registration Form is completed, WESOURCE shall send to the Manufacturer a payment request by email for (i) the Manufacturer to provide WESOURCE with its payment details and (ii) the first installment of the Subscription Fee.
The Subscription is for an initial period of twelve (12) consecutive months (the “Term”) starting from reception of the first payment (the “Subscription Date”). The Manufacturer shall not terminate its Subscription before the expiry of the Term and the Subscription Fee for such initial twelve (12) month period shall remain due.
Unless the Manufacturer terminates the Subscription no later than one (1) month prior to the Term by sending an email to email@example.com or on its Personal Account, the Subscription shall be tacitly renewed by monthly period for an indefinite period after the Term. After the Term, the Manufacturer may terminate its Subscription at any time with a one (1) month prior notice period by sending an email to firstname.lastname@example.org or on its Personal Account.
Non payment of the Subscription Fee or any installment thereof after one (1) month from its due date shall be considered as a termination.
The Subscription Fee will be indicated to the Manufacturer by email at the time of the Subscription as indicated in Article 4.1.
WESOURCE may modify the Subscription Fee at any time. Any change will only be applicable after thirty (30) calendar days following receipt of notification from WESOURCE of such change.
The Subscription Fee for the Term shall be paid in twelve (12) equal monthly installments. Payments are non-refundable and WESOURCE does not provide refunds or credits for partial periods of use.
Payment of the Subscription Fee by the Manufacturer is made by bank card via the Stripe payment service provider's secure platform (the “Provider”), which the Manufacturer expressly acknowledges and accepts. The Manufacturer shall represent and warrant hereby that it is fully authorized to use the bank card for the payment of the Subscription Fee. In any event, WESOURCE shall not be held liable for any fraudulent use of the bank card used for payment of the Subscription Fee by the Manufacturer. The Manufacturer shall accept and acknowledge that its bank account will be debited each month with the amount of the Subscription Fee or any installment thereof for the coming month.
The payment methods are specific to the Provider and are independent from WESOURCE, which shall not intervene in any way in the use of the said service. All the conditions and modalities related to payment via the Provider are governed by the general conditions of use of the Provider accessible at https://stripe.com/ssa, which apply concomitantly to the T&Cs. WESOURCE shall not keep any of the Manufacturer’s bank details, subject to the provisions below. WESOURCE shall not be held responsible for any malfunctioning of the Provider. The Provider may charge certain fees, such as international transaction fees or other charges related to the processing of the Subscription Fee payment. Local tax charges may vary.
All Services dedicated to Manufacturers and described hereunder (the “Manufacturer Services”) are payable and submitted to a Subscription Fee, in accordance with Article 4
All Manufacturers shall therefore have to Subscribe to access any of the Manufacturer Services in accordance with Article 4. Upon the Subscription, WESOURCE shall provide the Manufacturers with:
Manufacturers may only access their own Online Catalog and Company Profile and cannot access the Online Catalog and Company Profile of others Manufacturers.
Terms and conditions of the Manufacturer Services are further described in Articles 5.1.2 and 5.1.3 hereunder.
The online catalog is composed of photos of the Manufacturer’s Products and related Technical Sheets (as defined below) to be displayed on the Website (the “Online Catalog”).
For WESOURCE to create the Online Catalog, the Manufacturer shall send, within ten (10) Business Days from the Subscription, up to two hundred (200) Products via a carrier of its choice, at its own costs, to:
2, rue de la Bourse
The Manufacturer shall communicate the carrier account number to WESOURCE by email.
Upon reception of the Products, WESOURCE shall:
It is expressly agreed and accepted by the Manufacturer that the Products’ photos shall remain the exclusive ownership of WESOURCE.
The Manufacturer will receive a standardized technical sheet (the “Technical Sheet”) to be completed for each Product sent by the Manufacturer, to be sent back to WESOURCE within ten (10) Business days from the Subscription.
Upon reception of the Technical Sheets and completion of the Products shooting photos, WESOURCE will generate the Manufacturer’s Online Catalog that will be accessible to Brands and their affiliated Agent(s).
The company profile of the Manufacturer is composed of information provided by the Manufacturer through the Registration Form and photos of the Manufacturer’s main premises, main employees and representatives (the “Company Profile”).
To this end, WESOURCE will organize a photos shooting of the Manufacturer’s premises, employees and representatives, by a photographer of its choice, to be displayed on the Manufacturer’s Company Profile.
It is expressly agreed and accepted by the Manufacturer that the photos shall remain the exclusive ownership of WESOURCE.
Upon reception of the completed Registration Form and completion of the shooting photos, WESOURCE will generate the Manufacturer’s Company Profile that will be accessible to Brands and its Affiliated Agent(s).
As of today, all Services dedicated to Brand and described hereunder (the “Brand Services”) are free and are accessible to all Brands becoming a Member, in accordance with Article 3.1.
WESOURCE is a search engine that provides access to a database of Manufacturer’s Products through an Online Catalog. The Products are the property of the Manufacturers. Brands can make an online preselection of the Products. This preselection allows Brands to organize meetings with the geolocate Affiliated Agent of the Manufacturer (the “Meeting”) in order to see the preselected Products.
Brands shall access to Company Profile and Online Catalog of the Manufacturers.
The Service dedicated to Agent and described hereunder (the “Agent Service”) is free and is accessible to all Affiliated Agent becoming a Member, in accordance with Article 3.2.
Upon creation of a Meeting, the Agent shall receive a PDF file listing the preselected Products. Each preselected Products are accompanied with a QR Code that the Agent will be able to scan during the Meeting with the Brand in order to register the final selection of the Products by the Brand and inform the Manufacturer.
Affiliated Agents may only access the Online Catalog and Company Profile of Manufacturers they are affiliated with.
Members shall represent and warrant that its Personal Account does not contain:
In this context, Members shall represent and acknowledge that it is solely responsible for the information provided when creating its Personal Account. In addition, Members shall procure that its directors, representatives and employees shall comply, without restriction or reservation, to the Contract.
By creating a Personal Account, each Member acknowledges and accepts that WESOURCE may refuse, suspend or delete, at any time, without compensation or right to reimbursement, a Membership that would be contrary to French law and/or the Contract and/or other applicable law or regulation.
Members shall acknowledge and accept that WESOURCE may ask for any document enabling it to verify the quality and exactitude of the information provided when creating the Personal Account. In the absence of communication of the requested supporting documents, WESOURCE shall be entitled to refuse, suspend or delete, at any time, without compensation or right to reimbursement of the Subscription Fee as the case may be.
Manufacturers shall represent and warrant that it holds all the rights or has obtained all the authorizations necessary for the publication of its Products.
Manufacturers shall guarantee that the Products do not contravene any legislation or regulation in force, nor any third party rights (in particular intellectual property rights and personality rights) and that it does not contain any defamatory or damaging message with regard to any third parties, including any competitors of the Manufacturer or WESOURCE.
Thus, Manufacturers undertake in particular that the Products shall not contain:
Manufacturers undertake to only propose available Products and undertake to inform WESOURCE, as soon as possible, of any Product that would become unavailable by sending an email at email@example.com
Manufacturers undertake to offer a description of the Product in accordance with the Technical Sheet.
Manufacturers declare and acknowledge that they are solely responsible for the Products, as well as for any document or information directly transmitted to Members.
Consequently, Manufacturers relieve WESOURCE of all responsibility and warrant WESOURCE against any claim or action in relation to the Products that may be brought against WESOURCE by any Member or any other third party. Manufacturers will bear all the damages as well as the costs and expenses (including lawyers’ fees) occurred or to which WESOURCE may be sentenced or which may be provided for against WESOURCE by a settlement agreement signed by the latter, notwithstanding any damages that WESOURCE may claim on account of the harmful acts of the Manufacturers.
By submitting Products, Manufacturers acknowledge and accept that WESOURCE may refuse, suspend or delete at any time, without compensation or right to reimbursement, a Product which would be contrary to French law and/or any applicable law or regulation, the Contract and/or likely to infringe the rights of third parties.
WESOURCE undertakes to implement all reasonably necessary means to ensure the best possible provision of the Services to Members. WESOURCE will use its best efforts to make the Website accessible 24 hours a day, seven days a week, except in the event of force majeure or an event beyond WESOURCE’s control and subject to maintenance periods, possible breakdowns, technical hazards related to the nature of the network or malicious acts or any damage to WESOURCE’s hardware or software.
Members acknowledge that its use of the Website is at its own risks. The Website is provided "as is" and is accessible without any guarantee of availability and quality.
The Website has the necessary technology to date for its access and use, the presence of possible viruses or other harmful elements, introduced by any means or by any third party, which may produce alterations in the Members’ computer systems cannot be excluded.
WESOURCE offers no warranty, either explicit or implicit, as to the operation of the Website, in particular any technical problems that may arise.
WESOURCE reserves the right to modify, at its discretion and unilaterally, at any time and without prior notice, the configuration of the Website, as well as the right to eliminate, limit, suspend or prohibit access, either temporarily or permanently.
WESOURCE cannot be held responsible for any interruption of all or part of the Website, whatever the cause, duration or frequency of such interruption. In particular, WESOURCE declines all responsibility in case of:
In its capacity of Internet site hosting, WESOURCE is subject to a regime of limited liability provided for in articles 6.I.2. et seq. of French Law No. 2004-575 of 21 June 2004 on confidence in the digital economy.
WESOURCE shall therefore under no circumstances be held responsible for the content of the Product published by the Manufacturer and gives no guarantee, express or implicit, in this respect.
WESOURCE is a third party to the correspondence and relations between Members and therefore excludes all liability in this respect.
WESOURCE is not a Manufacturer, a Brand or an Agent and more generally is not a Member. Members acknowledge that WESOURCE acts as search engine and services provider from time to time. WESOURCE is not the seller to the Manufacturer’s Products. Any transaction between a Manufacturer, an Agent and a Brand are the sole responsibility of the Manufacturer, the Agent and the Brand. Thus, WESOURCE shall not be liable for the Products in any way whatsoever. Only the Manufacturers are liable for the conformity of their Products and/or in the event of damage suffered by a Member due to the use of a Product. Members are solely responsible for all the transactions possibly carried out between Members and their consequences further to the use of the Services and Website.
To the extent permitted by law, WESOURCE shall decline all responsibility for damages of any kind whatsoever, resulting in particular from the use of the Services and the Website, including damage to the reputation and image of Members, or loss of data that may occur as a result of the use of the Website and Services.
In the event that WESOURCE’s liability is established, such liability is limited to the lowest of total amount of five hundred (500) € or the cap at the time of the damage or request of WESOURCE insurance policy.
In this case, WESOURCE can only be held liable for direct damage suffered by Members, resulting from a breach of its contractual obligations as defined herein. Members therefore waive the right to claim compensation from WESOURCE for any reason whatsoever, for indirect damages such as loss of image or reputation, loss of profit, loss of opportunity, commercial or financial loss, increase in overheads or losses originating from or resulting from the execution of the Contract. WESOURCE's liability under the Contract shall not be engaged in the event that the failure to perform its obligations is attributable to the act of a third party, even if foreseeable, to the fault of a Member, or to the occurrence of an event of force majeure as defined by the French courts and article 218 of the French Civil Code, or to any other event that was not reasonably within WESOURCE’s exclusive control.
Members are solely responsible for the damage caused to another Member or any other third party and the consequences of any claims or actions that may result. Members also waive the right to exercise any claim and/or action against WESOURCE in the event of claim and/or action filed by another Member or any other third party against him/her as a result of the use and/or the exploitation of the Services and the Website.
Any use of the IPR that is not expressly authorized leads to a violation of rights and may constitute an infringement. It may also result in a violation of image rights, personal rights or any other rights and regulations in force. It may therefore engage the civil and/or criminal liability of its author.
Any reproduction, representation, publication, transmission, use, modification or extraction of all or part of the IPR in any manner whatsoever, made without the prior written permission of WESOURCE is illegal, may engage the responsibility of their authors and are likely to lead to legal proceedings against them, in particular for infringement.
The rights thus granted include the right to reproduce, represent, broadcast, adapt, modify, create a derivative work, translate all or part of the Content by any process, in any form whatsoever and on any media known or unknown to date, within the framework of the Services or in connection with the Website or the activity of WESOURCE, and this for commercial or non-commercial purposes and in particular advertising, as well as within the framework of dissemination on social networks on which WESOURCE is present.
Under this license, WESOURCE, without creating an obligation to act, is entitled to oppose the reproduction and exploitation by unauthorized third parties of the Products published on the Website and their Content.
It is the responsibility of the Members to take all measures it deems appropriate to ensure the security of its equipment and its own data, software or other, in particular against contamination by any virus and/or attempted intrusion of which it may be the victim.
All equipment connected to the Website is and remains under the full responsibility of the Members, and WESOURCE cannot be held liable for any direct or indirect damage that may result from their connection to the Website. WESOURCE cannot be held responsible for any incompatibility, malfunction or other technical problems between the use of the Website, the Services and the Members’ computer equipment.
Members undertake not to attempt to interfere with the operation of the Website, the Services or WESOURCE.
In particular, Members undertake not to make discriminatory, racist, xenophobic or anti-Semitic remarks, insults, insults or other violent or pornographic remarks, or to publish content contrary to public order or morality.
Members are solely responsible for the use made of his/her Personal Account and for the protection of their login and password. Any identity theft, loss, misappropriation or unauthorized use of a Member’s ID and/or Personal Account and their consequences are the sole responsibility of the Member. In all the cases mentioned above, the Member is required to notify WESOURCE without delay by e-mail, specifying his/her surname, first names, postal code, city, date of birth, telephone, the e-mail address used for his/her Personal Account and if possible his/her former password, to the following address: firstname.lastname@example.org, to enable WESOURCE to take measures to remedy the situation, and in particular to proceed with the immediate cancellation and/or updating of the identifier concerned and/or the password concerned.
The Contract is subject to French law.
In the event of a dispute relating to the Contract or any provisions thereof, its validity, interpretation or performance, the Parties shall make their best efforts to find an amicable solution to the dispute within a reasonable period of time. In any event and notwithstanding the foregoing, the Courts of Paris, seized by the most diligent party, shall have exclusive jurisdiction, notwithstanding plurality of defendants or third party proceedings, even for conservatory proceedings, summary proceedings or by petition.
The Contract has been drafted and executed in English language only as being the only language commonly understandable and accepted by the Parties. Parties hereto declare and acknowledge that they have full, comprehensive and complete knowledge and understanding of the English language. In case of translation in French, in particular for presentation to French Courts, it is expressly agreed that the English version shall prevail in any case the French version being only used for its interpretation.
The failure to enforce or to require the performance at any time of any of the provisions of the Contract shall in no way be construed as a waiver of such provisions, and shall not affect either the validity of the Contract or any part thereof or the right of a Party to enforce each and every provision in accordance with the terms of the Contract.
If a court or any other competent authority deems any of the provisions of the Contract null and void, the Contract shall remain valid and binding in respect of all the other clauses.