WAX TERMS AND CONDITIONS OF SERVICES

Last update: [06/03/2025]

These Terms and Conditions of Services (the “T&Cs”) together with the Order Form executed by the Parties constitute a binding agreement (the “Agreement”) entered between the Client and WAX IO, a French société par actions simplifiée with a share capital of 4 050 €, whose registered office is located at 8 rue Voltaire 93100 Montreuil, France, registered with the Trade and Companies register of Bobigny under number 951 944 479 (“Wax”). Client and Wax are hereafter individually referred to as a “Party” and collectively as the “Parties”.

Wax develops and markets a software as a service conversational commerce solution that enables businesses to engage with their customers. Subject to the T&Cs and upon execution by the Parties of an Order Form, Wax grants Client access to the Services as follows.

  1. DEFINITIONS

“Client” means the legal entity identified on an Order Form.

“Client Account” means the account created on the Platform with admin rights for Client to allow access and use of the Services by Users.

“Client Data” means all data, text, files, documents, images, sound, video and information imported into the Platform by Client, either directly or through Third-Party Service Provider, to be processed as part of the Services.

“Client Service Provider” means any third-party authorized by Client to access and use the Services on behalf of Client.

“Connector” means any connector, application programming interface or other electronic tool provided by a Third-Party Service Provider that is setup with necessary authorization to grant Wax access and use of Client Data by the Solution.

“Documentation” means the User guide, description of the functionalities of the Solution, and, more generally, any other document relating to the use of the Services available from the Platform.

“DPA” means Wax’ standard data processing agreement applicable to the use of the Services, as available here (https://www.getwax.io/data-processing-agreement), which is attached to the T&Cs by reference.

“End Customer” means any individual with which Client engages pursuant into a conversational communication through the use of the Services.

“Maintenance” means any correction and/or update of the Solution made by Wax.

“Maintenance Period” means any period during which the Solution is unavailable due to maintenance of the Solution or of the Platform.

“Order Form” means the document in the form of a quote or other purchasing document issued by Wax and executed by the Parties for the subscription to the Services. It specifies the duration of the subscription to the Services, the Subscription Plan, the fees and any other specific terms and conditions mutually agreed upon by the Parties.

“Personal Data” means any personal data within the meaning of applicable law.

“Platform” means the online platform operated by Wax for the provision of the Services.

“Services” means together the Solution, the Documentation as well as Maintenance.

“Solution” means Wax’s proprietary conversational solution, including any updates, revisions, modifications, fixes, additions, and enhancements to it provided through Maintenance.

“Subscription Plan” means the scope and restriction of use of the Services applicable to Client, as set out in the Order Form.

“Subscription Term” means the start date and end date of Client’s subscription to the Services as indicated on the Order Form.

“Third-Party Service” means any service provided by a Third-Party Service Provider pursuant to such third-party terms and conditions.

“Third-Party Service Provider” means any provider of Third-Party Service selected by Client to interact with the Services, to provide Client Data.

“User” means any individual employed by Client or a Client Service Provider duly authorized by Client to access and use the Services on behalf of Client.

“User ID” means the personal and confidential login and password, associated to a Client Account, which allow the User to access and use the Services.

  1. PURPOSE

The purpose of the Agreement is to set the conditions under which Wax grants to the Client the right to allow Users to access and use the Services for Client’s internal needs pursuant to the Subscription Plan.

  1. SUBSCRIPTION AND TERM

Access to the Services requires the prior execution of an Order Form which is governed by the T&Cs.

The Agreement becomes effective on the date of execution of the Order Form and remains in force until expiration of the Subscription Term (the “Initial Term”). Upon expiration of the Initial Term, the Agreement will be tacitly renewed for additional periods of the same duration as the Subscription Term (the Initial Term and any Renewal Term are collectively referred to as the “Term”).

  1. FINANCIAL TERMS
  1. Fees. The right to use the Services is granted to Client subject to compliance with the Agreement and payment of the applicable fees during the Term. Fees are non-refundable and not subject to deduction or set off. The fees are as set out in the Order Form for the first year of the Initial Term. Thereafter, for each annual year or higher Subscription Term, the fees will be automatically revised annually (at each anniversary date, during the Initial Term and any Renewal Term) according to the increase of the Syntec index variation in accordance with the following formula: P1=P0x(S1/S0) where P0 refers to the fees in force at the date of the last fees revision or for the first fees revision at the effective date of the Agreement for the Initial Term; P1 refers to the revised fees; S0 refers to the value of the Syntec index published at the date of the last fees revision or for the first fees revision at the effective date of the Agreement for the Initial Term, and S1 refers to the value of the Syntec index on the date of the fees revision. No fees revision will occur if the Syntec index variation is negative. For a monthly Subscription Term, fees may be revised at any time by Wax upon prior notice by any means (including e-mail or notification on the Platform) to the Client, without reference to the Syntec index, in which case the fees revision will be effective at the next Renewal Term following the notification. The fees are set excluding taxes, Client remains responsible to pay all applicable taxes in force. Fees do not include the price due for Third-Party Service unless provided otherwise.
  2. Payment terms. Wax will invoice Client the applicable fees for the Subscription Term monthly or yearly upfront as of the effective condition and date of the Agreement during the Term. Where conversation fees for the WhatsApp Third-Party Service or related markup fees are set on the Order Form as due by Client to Wax, such fees will be invoiced by Wax monthly according to the effective consumption of Client of the immediately preceding month. Invoices will be sent electronically. Fees are due within thirty (30) days from the issuance of the invoice and are payable to Wax’s bank account as indicated from time to time.
  3. Late payment. In the event of late payment, Wax reserves the right to claim, as of right and without prior formality, late payment interest on a daily basis from the day following the due date until the date of full payment at the interest rate applied by the European Central Bank to its most recent refinancing operation increased by ten (10) points of percentage as well as a recovery fee of forty (40) Euros per invoice, notwithstanding the right to claim for the total amount of the actual recovery costs upon justification. If Client fails to pay the adequate fees more than thirty (30) calendar days after the payment due date, Wax reserves the right to suspend as of right the Services and/or terminate as of right the Agreement without prejudice to any damages that Wax may claim.

  1. RIGHT OF USE

In consideration of Client’s compliance with the Agreement, Wax grants to Client, a personal, non-exclusive, non-transferable, and non-sublicensable license allowing Users to access and use the Services for the internal needs of Client. Client is not authorized to use the Services to provide services to any third-party such as affiliated entity nor to distribute or market the Services.

  1. ACCESS TO THE SERVICES
  1. Internet Connection and Registration. Access to and use of the Services requires an internet connection to the Platform, at Client’s expense, and prior registration of Client on the Platform to create a Client Account along with the grant of access rights to Users.
  2. Confidentiality of User IDs. Client is responsible for ensuring that the Client Account and User IDs remain confidential and are not communicated to third-parties. Client remains liable for any use of the Services with the Client Account and/or any User ID.
  3. Compliance by Users. Client is solely responsible towards Wax for the access to and use of the Services by Users as well as for any breach of this Agreement. It is Client’s responsibility to ensure that each User complies with the terms of the Agreement.

  1. RESTRICTIONS ON USE
  1. Restriction as per the Subscription Plan. Use of the Services by Client is limited in aggregate (i.e. all Users together) as per the Subscription Plan specified in the Order Form. Wax reserves the right to check Client’s compliance with the terms of the Agreement and Wax’s intellectual property rights. Without prejudice to Wax’s rights and actions, if the verification reveals breaches, Client undertakes to remedy the situation immediately and to pay the fees that are outstanding or payable at the public price in force on the date of regularization. Moreover, Client undertakes to refund the reasonable costs of verification incurred by Wax. Client undertakes that the Users will not make unreasonable and excessive use of the Services and, generally, that their use will not affect the stability, safety and quality of the Services.
  2. Restriction of rights. Client is only authorized to use and allow use of the Services under the terms and conditions expressly set in the Agreement. Wax reserves all other rights. Client undertakes not to (i) copy, make available and/or distribute in whole or in part in any way whatsoever the Services to third-parties other than the Users; (ii) access and/or use the Services above the Subscription Plan without paying the applicable fees; (iii) assign, sell, lease, lend, sub-license, distribute, outsource or transfer the rights that have been granted to it under the Agreement; (iv) adapt, modify, including for correction purposes, or translate the Services (including underlying software components of the Solution and/or the Platform); (v) disassemble, decompile the underlying software components of the Solution and/or the Platform, perform reverse engineering, or otherwise attempt to discover or reconstitute its source code, except as specifically authorized by applicable law; (vi) alter, destroy or delete notices relating to intellectual property rights or any other reference to Wax’s ownership appearing on the Services; (vii) distribute all or part of a software created in whole or in part with the Services; (viii) use the Services for the purposes of benchmarking, or communicate to third-parties the results of software performance tests obtained from using the Services.

  1. INTELLECTUAL PROPERTY

Wax and its licensors will remain sole owner of all the material and intellectual property rights attached to the Services.

The Agreement does not include any transfer of property to Client except the temporary right of use of the Services granted hereto. Client undertakes not to infringe the property rights of Wax and its licensors.

  1. PERSONAL DATA

Wax processes Personal Data in accordance with the conditions set out in the DPA.

  1. SERVICES
  1.  Hosting of the Services. Wax will host the Services on servers located in the European Union and ensures the remote accessibility of the Platform except during Maintenance Period or in case of Force Majeure event.

Except in cases of emergency maintenance, Wax undertakes to inform Client in advance by all means (such as by e-mail or via a notification on the Platform) that the Platform will be unavailable. Client acknowledges being informed of the hazards inherent to the internet network and the consequences it may have on the availability and accessibility of the Platform. Wax will in no event be held liable for the temporary inaccessibility of the Services due to Client’s hardware or a failure of the internet network.

  1.  Third-Party Service. Third-Party Service is outside the scope of the Agreement and governed exclusively by the applicable third-party terms and conditions. Wax will in no circumstances be considered as a messaging service provider to the Client and/or the End Customer under the Agreement, the third-party conditions of the third-party messaging provider accepted by the Client and/or the End Customer exclusively govern the provision of the Third-Party Service to the Client and/or the End Customer. Client must enter, at its own cost, into valid agreements with its Third-Party Service Providers and pay the relevant fees for such Third-Party Service. Client is solely responsible to implement and/or configure the Third-Party Services and relevant Connectors to interoperate with the Solution in accordance with the relevant specifications set out in the Documentation.
  2.  Storage of Client Data. Wax will store Client Data imported on the Platform during the Term and in accordance with the DPA for the delivery of the Services only, thereafter the Client Data will no longer be available. Such storage shall not be construed as relieving Client from taking appropriate measure to back up its Client Data. Wax will not be liable in any way whatsoever for any loss or destruction of Client Data.
  3.  Maintenance. Wax reserves the right at any time to update and/or change the Solution or the Platform. Such Maintenance will be performed at Wax’s discretion.

Maintenance does not include the provision of additional features of the Solution which are charged at additional costs.

  1.  Support. Wax will use its best commercial efforts to answer from 9 am to 06:30 pm from Mondays to Fridays during business days in Mainland France any User's questions regarding the use of the Services sent by e-mail contact@getwax.io or chat feature available from the Platform.
  2.  Additional services. Any Client’s request for professional services (such as configuration, setup or integrations of the Services with Client’s IT system) is outside the scope of the Agreement and will be provided by Wax at Wax’s discretion on a case-by-case basis and according to Wax’s standard terms of service.

  1. WARRANTIES
  1.  The Client acknowledges and agrees that the Services are provided on an “as is” basis for Client’s internal purposes only, and without any warranty from Wax. Wax expressly disclaims any warranty of infringement, of compatibility, and of fitness for Client’s particular purposes. Wax does not warrant that the Services will be error free or that the Platform will operate without interruption. Client expressly agrees to assume all risks inherent to the access to and use of the Services.
  2.  Client warrants that prior to using the Services in connection with a Third-Party Service it has (i) entered into a valid agreement with the applicable Third-Party Service Provider of the Third-Party Service enabling such use; and (ii) sufficient rights as may be required to grant Wax access to and import Client Data for the processing by the Solution. Client also warrants that Client Data do not (i) violate applicable laws; (ii) contain any virus or malicious code that could harm or corrupt the Platform, and/or (iii) constitute an unlawful processing of Personal Data. Client undertakes, at its expense, to defend and hold Wax harmless from any action or claim made by a third-party (including without limitation claim of infringement, unfair competition, free riding, Personal Data breach) concerning the use of Third-Party Service and/or Client Data by Wax under the Agreement. Client shall indemnify Wax for all expenses (including lawyers’ fees), losses and damages that Wax may incur, together with the amount of any settlement and/or compensation for which Wax may be held liable.

  1. LIABILITY

Client is solely responsible to ensure that Client Data and its IT systems necessary to access and use the Services are suitably protected.

Wax disclaims all liability for the inaccuracy, loss or alteration of Client Data as well as the costs associated with their recovery or in case of indirect damage, including without limitation, loss of income, loss of profits or loss of goodwill resulting from the use of the Services.

Wax is bound by an obligation of means to make the Platform available and provide the Services. To the extent permitted by applicable law, the liability of Wax in the aggregate is limited to the amount of the fees paid and due by Client under the Agreement during the last twelve (12) months preceding the event giving rise to the claim. Client’s right to claim damages is subject to a limitation period of one (1) year from the occurrence of the event giving rise to the claim.

  1. TERMINATION OF THE AGREEMENT
  1.  Termination for non-renewal. Each Party may terminate the Agreement subject to a prior notice to the other Party no later than (i) three (3) months for an annual or longer Subscription Term, or (ii) one (1) full calendar month for a monthly Subscription Term, prior to the expiration of the Initial or any Renewal Term. For the avoidance of doubt, in case of termination of a monthly Subscription Term, the Agreement shall remain in effect until the end of the calendar month following the month in which the termination notice is given.
  2. Termination for cause. Each Party reserves the right to terminate the Agreement in the event of a material breach by the other Party of one or more of its obligations (such as those set out in Articles 4 to 10 and 14). Termination will occur as of right (i) without prior notice (where justified by urgency, in particular due to inappropriate or infringing use by Client of the Services), or (ii) after prior notice sent to the other Party and which remained uncured for a period of thirty (30) calendar days for other breaches, or in the event of liquidation by court order to the full extent permitted by applicable law. Termination will be effective on the day following the expiry of the aforementioned period, where applicable, and is made without prejudice to other rights and remedies available to the Party initiating termination.
  3. Consequences of termination. In the event of termination of the Agreement, for any reason whatsoever, the rights granted to Client in relation to the access and use of the Services will immediately terminate and Client must immediately cease and have ceased all access and use of the Services by Users.

Termination shall not affect any rights and obligations of the parties that have accrued up to such termination. The provisions of the Agreement that are meant to remain into effect (such as articles 4, 8, 11 to 14 and 16) shall survive termination.

  1. CONFIDENTIALITY

Each Party undertakes, with regards to information of a technical (including without limitation the Platform, the Solution, the Documentation), financial, business or otherwise sensitive nature (the “Confidential Information”) of the other Party that it may have had knowledge of prior to or during the performance of the Agreement, to (i) keep it strictly confidential and not to copy, communicate or make it available to third-parties except to their employees duly authorized, and (ii) not to use it, directly or indirectly, for a purpose other than the performance of this Agreement. Upon termination of the Agreement, each Party undertakes to return or destroy the other Party’s Confidential Information in its possession or under its control.

  1. MISCELLANEOUS
  1.  The Agreement constitutes the entire agreement between Client and Wax relating to its subject matter, it supersedes all prior agreements or declarations, whether made in writing or orally. In case of conflicting provisions between the T&Cs and the Order Form, the Order Form will prevail.
  2.  Wax reserves the right to modify the T&Cs at any time subject to prior notice to Client by any means (including e-mails and/or notification on the Platform). The modifications will become effective at the renewal date of the Agreement, it being understood that the Agreement incorporating the revised T&Cs cancels and replaces the existing Agreement (the modified Agreement then becomes the “Agreement”). If Client does not agree to the revised Agreement, it must not access and use the Services and may terminate the Agreement in accordance with article 13.1 above.
  3.  Unless expressly provided otherwise, any notice required under the Agreement must be made in writing and can be delivered by hand or sent by registered letter with acknowledgement of receipt in France or by express mail outside of France, correctly labelled to the address of the other Party as specified on the Order Form. Notices (i) delivered by hand will be deemed to have been made at the time of their delivery, (ii) sent by recorded delivery with acknowledgement of receipt will be deemed to have been made upon their first presentation, (iii) sent by express mail will be deemed to have been made upon their first presentation against signature or (iv) sent by e-mail, where expressly authorized, will be deemed to have been made upon sending to the contact detail of the other Party. Each Party can change its address by sending notice to the other Party. General day-to-day communication may be made by all written means including e-mail.
  4.  Failure of a Party to enforce against the other Party any right it holds under the Agreement shall not be deemed to be a waiver from such Party. Any waiver shall be in writing signed by an authorized representative of such Party.
  5.  Neither Party may be held responsible for a breach of its obligations under the Agreement in the case of force majeure as defined by applicable law and interpreted by the French jurisdictions, including without limitation any governmental decision of any kind, a total or partial strike whether internal or external to the company, a fire, a natural disaster, an act of terrorism, a pandemic, a state of war, a total or partial interruption or a blockage of the telecommunication or electricity networks, an act of computer hacking (“Force Majeure”).
  6.  The Client expressly authorizes Wax to use and reproduce, for business reference purposes, Client’s name, trading name and/or trademark and refer to the contractual relationship with Client on all promotional vectors used by Wax.
  7.  The Agreement is entered intuitu personae, in consideration of Client. Client is not authorized to assign or transfer, for any reason whatsoever (including without limitation internal reorganization, merger, change of control, transfer of assets or other transfer by operation of law), the Agreement to a third-party whatsoever, without the prior written consent of Wax. Client expressly acknowledges and agrees that Wax reserves the right to assign or to transfer, in whole or in part, any of its rights or obligations under the Agreement to any third-party. The assignment will release for the future Wax from its obligations and liabilities under the Agreement.
  8.  Wax reserves the right to delegate all or part of its obligations to any third-party service provider of its choice.
  9.  If any provision of the Agreement is determined to be void, inapplicable or unenforceable by virtue of law or by any final court ruling, the remainder of the Agreement shall remain in full force and effect.
  10. Client acknowledges that the Agreement is drafted in English and that it fully understands its meaning and scope without the need for a French translation.
  11. The Parties expressly agree, as a convention of proof, that the information collected by Wax concerning the use of the Services will constitute valid evidence and will be admissible and enforceable between the Parties.
  12. The Parties expressly agree that affixing their electronic signature to execute an Order Form and/or an amendment to the Agreement constitutes evidence of their consent to the content of the Order Form and/or the amendment so that it is enforceable and legally binding in the same way as if it had been received, executed and stored in a paper-based format. The Parties acknowledge and agree that computer data recorded by a Party and/or the provider of an electronic signature means, as well as the technical information related to the use of the electronic signature means, will prevail between the Parties and constitute valid evidence that are admissible and enforceable in any proceedings.

  1. APPLICABLE LAW AND JURISDICTION

The Agreement is governed by French law. In the event of a dispute between the Parties relating to the Agreement that cannot be solved amicably, the Parties agree to the exclusive jurisdiction of the competent courts of Paris (France), notwithstanding plurality of defendants or warranty claims, including urgent or interim proceedings, whether they are summary proceedings or application proceedings.