Terms and Conditions of Partnership
Last update : June 2021
Read carefully the present General Terms of Partnership (as well as the
General Terms of Reservation) before starting to use the NoopsApp
Services insofar as they will apply to your relation with NoopsApp Sàrl. We
recommend that you print a copy of these Terms of Partnership for future
reference. If you do not accept the present Partnership Terms, you cannot
use the NoopsApp Services.
1. Definitions
1.1. "Affiliate" means in relation to NoopsApp Sàrl t/a Noops ("NoopApp",
"Noops"), any entity that controls, is controlled by, or is under
common control at any time with NoopsApp ;
1.2. "App" means the mobile booking app on the Noops platform on
Android or IOS ;
1.3. "Customer Database" means the database of Partner's customers
on its Institute Interface;
1.4. "Charges" means the withholding of 25% of the price of a service
booked via the Application; the withholding of 25% of the price of a
product sold on the Noops Shop online sales platform, owned by
NoopsApp Sàrl; and fees for additional services such as the SEO
Service, if desired by the Partner;
1.5. "Customer" means any person who purchases and receives Partner's
Services via the Application;
1.6. "Corresponding Customer" means a Customer whose email address
or telephone number and first name match more than one Customer in
the Customer Database;
1.7. "Stripe Connected Account" means a Partner who has agreed to the
Stripe Services Agreement and received approval from Stripe to
receive the Stripe Services;
1.8. "General Booking Conditions" means the general booking
conditions of NoopsApp regarding the Partner Services offered on the
App ;
1.9. "User Generated Content" has the meaning set forth in Section 6.5
1.10. "Partner Content" means any information, documentation, materials,
software, photographs, domain name (to the extent used to host a
Partner Site), custom Partner Site theme/skin or other content (which
may contain Partner's name, logo or other distinctive sign or
Intellectual Property Rights) that may be published on the Page(s) in
accordance with this Agreement, including the Stylist Portfolio Photos ;
1.11. "Agreement" or "Partner Business Terms" means this Agreement,
together with the Collaboration Agreement and/or any terms and
conditions emailed to you or presented to you on the Partner online
registration page, which together define the terms and conditions
under which NoopsApp provides the NoopsApp Services to the Partner
and which shall become effective on the Effective Date ;
1.12. "Collaboration Agreement" means the agreement signed by
NoopsApp and Partner, or as otherwise agreed upon via email and/or
the Partner online registration page, confirming acceptance of this
Agreement by both parties, the Commission and any other Charges (if
any) ;
1.13. "Stripe Services Agreement" means the Stripe Connected Account
Agreement, which includes the Stripe Terms of Services ;
1.14. "Effective Date" means the earliest date that (a) Partner begins
receiving NoopsApp Services, (b) the date that Partner accepts this
Agreement, (c) the date that Partner signs up to receive NoopsApp
Services via the online Partner sign-up page, or, (d) the date that
Partner signs the Collaboration Agreement confirming its acceptance of
this Agreement ;
1.15. "Stripe Connected Account Data" means data about Stripe
Connected Accounts, activity on their Stripe accounts, and their
transactions ;
1.16. "Intellectual Property Rights" means all present or future acquired
or contingent worldwide intellectual property rights, including, without
limitation, copyrights (including foreign language translation rights),
design rights, database rights, rights in registered domain names,
designs, patents, trademarks, trade names, signs and other names,
provided that such rights are exclusive, and all similar registered or
unregistered rights (including, without limitation, extensions, returns,
revivals and renewals thereof). The aforesaid rights include, with
respect to rights that may be filed, applications made or rights to make
applications with respect to such rights;
1.17. "Bank Charges" has the meaning given to it in Section 10.9 ;
1.18. "Security Incident" has the meaning given to it in clause 9.3;
1.19. "Confidential Information" has the meaning given to it in clause
13.1 ;
1.20. "Institute Interface" means the Noops software licensed to Partner
under this Agreement as a NoopsApp Service.
1.21. "Business Day" means a day other than a Saturday, Sunday or public
holiday in Switzerland on which banks are open for business;
1.22. "Data Protection Legislation" means the DPA, the Privacy and
Electronic Communications Regulations, the General Data Protection
Regulation and any legislation and/or regulations implementing or
enacted pursuant thereto, or which amend, replace, enact or
consolidate any of them (including the General Data Protection
Regulation), and all other applicable laws and regulations including the
forthcoming General Data Protection Regulation ("GDPR"), applicable in
Switzerland pursuant to Articles 3 and 27, concerning personal data
processing and privacy that may exist in any relevant jurisdiction;
1.23. "NoopsApp Lookbook" means the inventory of images, including
but not limited to the Stylist Portfolio Photos, that may be displayed on
the Website, the App, NoopsApp's social media pages, and that are
accessible to users as a source of inspiration and that may occasionally
allow a Customer to book the Partner Services related to an image ;
1.24. "DPA" means the Swiss Data Protection Act of June 19, 1992;
1.25. "Serious breach" means a breach (including an anticipated breach)
that is not of minimal or trivial consequence to NoopsApp. In deciding
whether a breach is serious, it is not taken into account whether it
occurs by accident, incident, mistake or misunderstanding;
1.26. "Page(s)" means the web page(s) and content in the section assigned
to Partner on the Website or Application (including Partner's NoopsApp
home page and each page relating to Partner's Services offered on the
Website) as well as any page(s) and content on Partner's website(s);
1.27. "Partner" means you, the salon or spa, who enter into the Agreement
with NoopsApp on the Effective Date, acting on behalf of itself and all
of its employees and contractors ;
1.28. "Photos" has the meaning set forth in Section 4.1;
1.29. "Stylist Portfolio Photos" has the meaning given to it in clause 5.5 ;
1.30. "NoopsApp Photographer" means a freelance photographer whose
services are subcontracted by NoopsApp and to whom NoopsApp may
request to provide the Photography Service to a Partner ;
1.31. "Claim" has the meaning assigned to that term in Section 7.1 ;
1.32. "General Data Protection Regulation" or "GDPR" means
Regulation (EU) 2016/679 and any legislation and/or regulations, as
eligible for Swiss companies (art.3 and 27 GDPR), implemented or
promulgated thereunder, or which amend, replace, reformulate or
consolidate it from time to time, ;
1.33. "Reservation" means a Reservation made by a Customer, on the
Noops Application, which is paid online by the Customer, to NoopsApp,
at the time of the reservation, and for which the Customer chooses, at
the time of the reservation, a date and/or time at which he or she
wishes to receive such Partner Services ;
1.34. "Photography Service" means the photography service that may be
provided by NoopsApp to Partners in accordance with the terms and
conditions set forth in Clause 4 of this Agreement ;
1.35. "Partner Services" means the spa, beauty, hair and/or other
products and services that Partner provides to Customers as part of its
business and that are marketed by Partner to Customers using the
NoopsApp Services ;
1.36. "SEO Service" means the additional functionality, if desired by the
Partner, to increase the SEO visibility of the Partner's own website(s),
which may be offered as one of the additional NoopsApp Services in
consideration of the applicable Fees;
1.37. "Stripe Services" means the payment processing services provided
by Stripe to NoopsApp and Stripe Connected Accounts, including
services that enable the acceptance of payments from Customers, the
routing of funds to and from Stripe Connected Accounts, and the
disbursement of funds outside of Stripe ;
1.38. "NoopsApp Services" means the benefits and services that a Partner
may receive from NoopsApp, as set forth on the Partner online
registration page, in the Collaboration Agreement, any addendum to
that Agreement, and/or any email between NoopsApp and Partner ;
1.39. "Website" means the website at https://web.noops.app/ ;
1.40. "Stripe" means Stripe Payments Europe Ltd, a private limited liability
company organized under the laws of Ireland and Stripe Payments UK
Ltd, an English company, providing the Stripe Services to NoopsApp
and its Partners (also known as Stripe Connected Accounts) ;
1.41. "Indemnified Third Party" has the meaning set forth in Section 9.8;
1.42. "NoopsApp" or "Noops" means NoopsApp Sàrl (NoopsApp), a
limited liability company, registered in Switzerland under the IDE
446.686.591, whose registered office is located at Rue des Charmilles
4, 1203 Geneva, Switzerland ;
2. NoopsApp Services
2.1. In consideration of Partner's performance of all of its obligations
hereunder and subject to this Agreement, NoopsApp provides the
applicable NoopsApp Services to Partner which (unless otherwise
agreed) include a personal, non-exclusive, non-transferable and fully
revocable license to use, the terms of which are set forth in clause 3.
2.2. With respect to any NoopsApp Reservations, NoopsApp is acting and is
hereby appointed as the agent of the Partner to enter into such
Reservations with a Customer and (where applicable) to collect and
process payments on behalf of the Partner. Nothing herein shall
exclude or limit Partner's liability for the provision of Partner Services
to Customers.
2.3. NoopsApp may contact Partners regarding Reservations or any other
issues related to the NoopsApp Services and/or Partner Services, we
may contact you via email, phone, SMS or WhatsApp, using the
contact information you provided when creating your user account, as
a salon/spa.
2.4. In the case of a Corresponding Client, the Client and Corresponding
Client will be merged together.
2.5. Partner hereby agrees to pay all applicable Charges and to provide its
bank details to NoopsApp. If Partner fails to provide its bank details to
NoopsApp in accordance with this clause 2.6, Partner understands and
agrees that NoopsApp will cease the provision of all or part of the
NoopsApp Services with immediate effect and without further notice.
NoopsApp may, in its sole discretion, reinstate some or all of the
NoopsApp Services if the Partner provides payment details to
NoopsApp. NoopsApp will not be liable to Partner in any way for the
immediate termination of the NoopsApp Services in accordance with
clause 3.7 and subject to clause 13.2
For the avoidance of doubt, none of their own products or services are
offered, either by NoopsApp or by any company it controls via any
NoopsApp Service.
3.1. Upon payment of the applicable Fees, Partner may use the Website or
Application to process Partner Service Reservations for its own account
3.2. Use of the Institute Interface by the Partner is at the Partner's own
risk. The service is provided "as is" and "as available".
3.3. Technical assistance is provided primarily by email and is a benefit, not
a right, to the Partner.
3.4. Partner understands and agrees that:
3.4.1. NoopsApp has administrator access to all parts of the Institute
Interface, including those parts specifically designed for the
3.4.2. NoopsApp will track, through third party tools, the use of the
Institute Interface by Partner, its employees and contractors.
The tracking data will cover any unique interaction the user has
and the technical details of the browser and device used and will
include but not be limited to (a) appointment creation, (b)
employees making changes, and (c) calendar viewing. This
tracking will allow NoopsApp to understand how the Institute
Interface is being used by Partners and will allow NoopsApp to
develop and improve the Institute Interface. Partner is not
authorized to access this data and has no rights to this data and
Partners may not refuse this tracking. Partner is required to
alert its employees and contractors that such tracking will take
place. References to tracking are included in the NoopsApp
Privacy and Cookie Policy, which should be brought to the
attention of the Partner's employees and contractors; and
3.4.3. NoopsApp shall have and is authorized to have access to all data
provided directly by Partners and/or Customers or generated by
any Partner's and/or Customer's use of the NoopsApp Services
("NoopsApp Access"), including, but not limited to: Partner Content; all the data relating to the accounts of the Partners and
the use of the NoopsApp Services; Customer's account information - User Generated
Content and details of Customer's use of Partner
Services; all associated metadata, e.g., Partner and Client login
date/time; and all personal data of Customers and Partners, as further
described in Section 8 and our Privacy and Cookie Policy.
3.4.4. NoopsApp retains NoopsApp Access after termination of this
Agreement for the retention period required by law or regulation
and in accordance with NoopsApp's retention policies.
3.4.5. A Partner may access its account and Customer data, including
Customer contact information, by logging into its Institute
Interface, and this may include reports containing compiled
information about the Partner, its employees and the Partner's
Customers. However, Partners do not have access to a
Customer's sites, physical addresses or other location
information. Upon completion of their NoopsApp account,
Partners may export their Customer Database prior to the
termination taking effect. For the avoidance of doubt, Partners
are not permitted to export, nor do they have any right to, any
User Generated Content.
3.4.6. Partners do not have access to any data provided by or
generated in the course of providing the NoopsApp Services to
all NoopsApp Partners generally and/or to all Customers
generally, in aggregate or otherwise. However, NoopsApp does
endeavor to share general trends at the national/regional level
through occasional newsletters to Partners who have consented
to receive marketing from NoopsApp (e.g., how often Customers
generally return, how long they browse our Website, etc.).
3.4.7. Certain third parties may access the data from time to time.
Customer Data and Partner Data provided for the purpose of
using the NoopsApp Services or generated in the course of
providing the NoopsApp Services will only be shared with third
parties to the extent necessary to properly provide the
NoopsApp Services. To see the other third parties with whom
data may be shared, see the Privacy and Cookie Policy.
Customers may opt-out of certain categories of cookies in
accordance with the Privacy and Cookie Policy and the Cookie
Preference Center.
3.5. Partner shall not:
3.5.1. reproduce, duplicate, copy, sell, resell or exploit all or part of
the Institute Interface;
3.5.2. allow any third party (including companies within the Partner's
group) to use or access the Institute Interface without the prior
express written permission of NoopsApp (which may be withheld
or given under such conditions as NoopsApp shall define in its
sole discretion) ;
3.5.3. send e-mails, SMS or other forms of electronic marketing to its
Customers via the Institute Interface (or otherwise) that are
unsolicited; or
3.5.4. disclose, share or sell any login information to access the
Institute Interface.
3.6. NoopsApp does not guarantee:
3.6.1. that the Institute Interface will meet the specific requirements
of the Partner;
3.6.2. that the Institute Interface will operate uninterrupted, timely,
secure and error-free;
3.6.3. that the information or results obtained through the use of the
Institute Interface will be accurate or reliable;
3.6.4. that the quality of the products, services, information or other
items purchased or obtained by the Partner through the
Institute Interface will meet the Partner's requirements or
expectations; or
3.6.5. that the errors in the Institute Interface will be corrected.
3.7. The Partner expressly understands and agrees that, with respect to its
use of the Institute Interface, subject to clause 13.2, NoopsApp shall
not be liable for any loss of revenue or profits, loss of contracts, loss of
goodwill, loss of data, or other consequential or indirect loss or
damage (even if NoopsApp has been advised by the Partner of the
possibility of such loss or damage) resulting from:
3.7.1. the Partner's use of, or inability to use, the Institute Interface;
3.7.2. unauthorized access to or modification of the Partner's
transmissions or data;
3.7.3. statements or actions of third parties on the Institute Interface;
3.7.4. any other problem related to the Interface Institute
3.8. NoopsApp will provide a user account and password to the Partner to
access the Institute Interface. Partner will save and hold the user
account and password details secret and securely stored and will not
disclose them to anyone other than those who need access to the
Institute Interface and who are aware of Partner's obligations to keep
such details secure. Partner will notify NoopsApp immediately of any
suspected breach of security or noncompliant use, including any use
that violates this Agreement, reasonable instructions given by
NoopsApp from time to time, and/or applicable law.
4. Photography Service
NoopsApp may, in its sole discretion, offer the Photography Service to licensed
Partners for a separate additional fee. If NoopsApp provides the Photography Service
to a Partner, the following additional terms apply:
4.1. No warranty is given as to the quality of the photos taken by the
NoopsApp Photographer (the "Photos") and/or their content or
layout. It is the Partner's responsibility to ensure that all persons (if
any) to be photographed are present at the appointment with the
NoopsApp Photographer, to ensure that all consents to be
photographed have been obtained from those appearing in the
Photographs and to agree with the NoopsApp Photographer that the
layout and content of the Photographs are to the Partner's taste.
4.2. Partner may use and publish the Photos on the following media only:
on the Website or App. For the avoidance of doubt, the Photos may not
be used on any other online marketplace platform on which the Partner
advertises the Partner's Services. It is possible to crop the Photos
within a certain limit but no other retouching is authorized and it is
strictly prohibited to the Partners to remove the copyright notices of
NoopsApp from the Photos.
4.3. The Partner acknowledges and agrees hereby that the Photos are used
under a non-exclusive and non-transferable license which will
automatically end if the Partner leaves the NoopsApp platform. Except
for the rights provided by this license, Partner shall have no
Intellectual Property Rights in the Photos. All the Intellectual Property
Rights on the Photos will be held by NoopsApp. For the avoidance of
doubt, NoopsApp may use the Photos in its own advertising and
marketing campaigns, on the Website, the App, and its own and its
social media pages and for any other purpose it deems appropriate.
4.4. Partner may not print, distribute, use, publish, exploit, retouch, crop,
modify or otherwise process the Photos except as provided in Section
4.2 of this Agreement or with the prior written consent of NoopsApp
which shall be given in NoopsApp's sole discretion and may be subject
to additional fees.
5. Obligations of the Partner
5.1. In consideration of receiving the NoopsApp Services, Partner agrees to
pay all applicable Charges to NoopsApp and to accept all Reservations
and to process and provide the Partner Services to the highest industry
standards and in accordance with the specific terms set forth in this
Agreement generally and specifically in clause 5. Any breach of clause
5.1 shall constitute a Material Breach of the Agreement.
5.2. Partner must accept all Reservations and may only refuse them in
exceptional circumstances, failing which Partner shall be deemed to be
in material breach of this Agreement and may lose any payments due
to it under the Agreement.
5.3. With respect to all Reservations, the Partner is bound by the
cancellation and postponement policy set forth in clause 5 of the
General Reservation Conditions. In summary:
5.3.1. NoopsApp and/or the Partner will offer a refund for Reservations
that are cancelled (or cannot be rescheduled) provided that the
relevant appointment is not scheduled within the next 48 hours.
5.3.2. If a Customer wishes to change the date and/or time of a
Reservation, and the Customer requests the rescheduling of the
appointment at least 1 hour before the appointment time, either
via the Website or App, or by contacting the Partner, the
Partner may endeavor to offer an alternative time and/or date
for the Reservation that is convenient for the Customer. If a
Partner is unable or unwilling to execute a Reservation following
a Customer's request for a change referred to in this clause 5.3,
the Customer may choose to proceed with the Reservation or
cancel it in accordance with clause 5.3(b), i.e. : if the Customer cancels the appointment, and provided
this is at least 48 hours before the initial appointment,
NoopsApp will treat the Reservation as cancelled by the
Customer and refund the full amount of the order to the
Customer; or if the Customer cancels the appointment less than 48
hours before the initial appointment, NoopsApp will
consider the Booking as cancelled by the Customer and
no refund will be due.
5.3.3. If a Partner wishes to change the date and/or time of a
Reservation, if the Customer is unable or unwilling to accept
such change, NoopsApp will treat such Reservation as cancelled
by the Partner and refund the full amount of the Reservation to
the Customer. However, if NoopsApp deems it reasonable under
the circumstances and in its sole discretion, NoopsApp may still
require Partner to pay the applicable amount of Commission
that would have been owed by Partner for such Reservation.
5.4. Partner is responsible for ensuring that all Partner Content (including
details and prices of Partner Services) that it posts or provides to
NoopsApp for posting on the Page(s) is accurate, correct and not
misleading. This only includes the posting of discounted prices where
the Partner Services have genuinely been offered at a higher price
previously and are only available at a discounted price for a short
period of time. Any breach of clause 5.4 shall constitute a Material
Breach of the Agreement.
5.5. Partner ensures that:
1. when uploading Partner Content that consists of photographs of
employees or contractors' work ("Designer Portfolio Photos"),
Partner employees and contractors may only upload Designer Portfolio
Photos for which they have full copyright and/or permission to display
on any platform, for any purpose, including, but not limited to,
marketing, advertising, commercial and/or editorial purposes
worldwide and for an indefinite period of time, including, but not
limited to, on the Partner's own website and social networks, the
Application, and the NoopsAppl Lookbook;
2. Partner's employees and contractors have obtained the express written
consent of all persons featured in the Designer Portfolio Photos to use
them properly; and
3. the Designer Portfolio Photos will not contain, in any way, any nudity,
obscenity or content that is likely to intimidate, upset, alarm, offend or
include anything that is sexually explicit, illegal or promotes violence or
5.6 If, at any time, NoopsApp suspects that the Stylist Portfolio Photos have
been uploaded without the related rights or consent as set out in clause 5.5
(a) and (b) above, or, if in its sole discretion, NoopsApp believes that the
Stylist Portfolio Photos are inappropriate in any respect, having regard to
clause 5.5 (c), then it shall be a Serious Breach of Contract and NoopsApp,
without limiting the availability of any other remedy that may be available,
may remove the Stylist Portfolio Photos in its sole discretion.
5.7 The Partner is responsible for and agrees to comply with all legal and
regulatory reporting requirements, including but not limited to the
information required to be posted on its website.
5.8 The Partner acknowledges and agrees that its Page(s) on the Website and
App shall not contain any contact data, direct references or links to the
Partner or its website, app, tool or other means or to websites, platforms,
tools or other means of third parties.
5.9 The Partner must ensure that its name and commercial address are
clearly visible for the Customers concerning all the NoopsApp Services which
they use.
5.10 The Partner shall at all times provide the Partner Services on the
Website and App at a price that is accurate and consistent with the best
available rate offered on the Partner's own website. If a Customer provides
evidence of a better price available on the Partner's own website for Partner
Services booked through the Website or App, NoopsApp reserves the right to
refund the difference to the Customer and adjust the amount paid to the
Partner for such Partner Services accordingly. Different prices on the Partner's
website compared to the prices displayed on the Website or Application would
create a poor customer experience and is not consistent with the NoopsApp
partnership. It could also result in an unavoidable increase in Charges. For
the avoidance of doubt, the Partner is allowed to offer lower prices or special
offers to closed groups of people, both online and offline, such as members of
its loyalty program, or directly in the Partner's living room and on other online
sales platforms. A breach of this clause 5.10 shall constitute a material
breach of this Agreement.
5.11 Partner shall ensure that it has obtained the consent of each of its
employees and contractors to be listed on the Website and App, including but
not limited to contact information such as name, expertise, contact data,
availability, services offered and photographs.
5.12 The Partner is solely responsible for ensuring that information regarding
the availability of dates and times is kept fully up to date so that potential
Clients are able to see the exact availability of dates and times at the time of
making a Booking.
5.13 If a Customer makes a Reservation and the Partner encourages the
Customer to cancel the Reservation and make a separate reservation directly
with the Partner, the Partner is in material breach of this Agreement.
5.14 If NoopsApp has reasonable grounds to suspect that the Partner has
directly or indirectly attempted or is attempting to avoid payment of Charges,
this constitutes a Material Breach of this Agreement and entitles NoopsApp to
withhold payments due to the Partner under this Agreement, without limiting
any other remedies available to it.
6. Customer service and complaints
6.1. Partner shall endeavor to provide high quality Partner Services to all
Customers and shall promptly address business inquiries, problems or
questions relating to Reservations or potential Reservations, including
Customer complaints.
6.2. The Partner will be directly liable to the Customer in case of failure to
meet the Customer's expectations or in case of legal liability in
connection with the Partner's Services, unless such liability results
from negligence on the part of NoopsApp.
6.3. NoopsApp will transfer to the Partner any Customer complaints it
receives and the Partner will acknowledge receipt of all complaints and
respond to the affected Customer within 48 hours of the Partner
receiving the complaint (whether such complaint is received directly
from the Customer or through NoopsApp).
6.4. The Partner will endeavor to resolve claims within 14 days and shall
notify NoopsApp of any correspondence between the Partner and the
Customer regarding the claim and generally keep NoopsApp informed
of the progress and status of the claim.
6.5. The Partner acknowledges and accepts by the present that the Website
and the App include a platform of comments on which the Customers
can post opinions, visible by the public, about their experiences with
NoopsAppl and with the Partner (in particular concerning the Services
of the Partner) ("Content generated by the users"). The Partner
must know that this platform cannot be refused and that it can contain
opinions and/or negative comments of Customers, independent of the
will of NoopsAppl. The Partner has the possibility, if he is the subject of
a User Generated Content, to answer opinions concerning him.
However, the content that the Partner posts in response to User
Generated Content must be polite and professional and
non-threatening or aggressive, and it may be reviewed by NoopsApp
(and may be deleted or modified at NoopsApp's sole discretion if
NoopsApp deems it necessary). For the avoidance of doubt, Partner
shall have no right of redress (including without limitation the right to
terminate the Agreement) as a result of user-generated Content
naming or referring to Partner. However, if the Partner, acting
reasonably, believes that any User Generated Content is defamatory of
the Partner or any person or otherwise violates the rights of any
person, the Partner may report and declare such User Generated
Content to NoopsApp. In such event, NoopsApp will investigate it and
take such action as it deems necessary or advisable (including, without
limitation, removal or modification of the relevant portion of the User
Generated Content) in its sole discretion. Partner shall only respond to
a review made via the review platform and shall never contact or
attempt to contact a customer in response to a review other than via
the review platform, even where Partner knows the identity of the
customer who left a review or can determine the identity of the
customer through other means. Any breach of this clause 6.5 shall
constitute a material breach of this Agreement.
7.1. If Partner has a complaint regarding any NoopsApp Service, Partner
should contact NoopsApp at info@noopsapp.com with the subject line
"Formal Complaint" ("Complaint"), providing as much information as
possible regarding the Complaint.
7.2. NoopsApp will respond to the Partner by acknowledging receipt and
then investigate the matter.
7.3. Upon receipt of the Complaint, the NoopsApp customer experience
team, together with the account executive responsible for that Partner,
will work together to internally investigate the Complaint, taking into
account the importance and complexity of the issue raised.
7.4. If the Claim involves a Partner's Account Executive, another member of
the Procurement Team will participate in the investigation in his/her
7.5. NoopsApp will respond to the Partner with its findings in response to
the Complaint, and, if applicable, with a suggested solution.
7.6. If the Partner or NoopsApp prefers, at any time, to refer any dispute to
mediation, NoopsApp wishes to engage the following mediators
www.cedr.com/ (but the Partner and NoopsApp may jointly appoint a
different mediator if they wish).
8. Customer data
8.1. For the purposes of this clause, "data controller", "processor", "data
subject", "personal data", "processing" and "appropriate technical and
organizational measures" shall have the meanings assigned to them in
the applicable Personal Data Protection Legislation.
8.2. NoopsApp and the Partner each acknowledge that under the Personal
Data Protection Legislation:
8.2.1. regarding the personal data of the Partner's Customers, the
Partner is the data controller and NoopsApp is the data
8.2.2. With regard to the personal data of the Customers, the Partner
and NoopsApp each act as an independent data controller;
8.3. To the extent that NoopsApp and Partner are each data controllers of
personal data, they respectively acknowledge and agree that:
8.3.1. except as required by clause 6, each party is responsible for
ensuring its own compliance with the Personal Data Protection
Legislation, including the GDPR, as applicable in Switzerland
(Art.3 and 27);
8.3.2. Partner shall promptly notify NoopsApp (in any event, within 24
hours after Partner or its employees or contractors become
aware) of any accidental or intentional damage, alteration,
destruction, unauthorized disclosure, loss, misuse, or theft of
any Customer's personal data to which Partner has access
("Security Incident"). Partner shall fully cooperate and
promptly assist NoopsApp in its efforts to (i) investigate,
remedy, and mitigate the effects of the Security Incident, and
(ii) satisfy notification obligations to individuals, Customers and
regulatory authorities;
8.3.3. the Partner shall not do, or fail to do, and shall ensure that both
its staff and other representatives do not do or fail to do,
anything that would (or would reasonably be expected to) put
NoopsApp or its Affiliates in breach of any provision of any
Legislation relating to the protection of personal data and shall
take all necessary steps to ensure the reliability of its employees
and agents who may have access to personal data and ensure
that its employees, agents are informed of the confidential
nature of personal data and that they are trained in the laws
applicable to the processing of personal data;
8.3.4. the Partner agrees to implement and maintain sufficient
technical and organizational measures to ensure that its
processing of personal data complies with the Legislation on the
protection of personal data and that such personal data is
protected against unauthorized or unlawful processing and
against accidental loss, destruction, damage, theft, alteration or
8.3.5. the Partner agrees to process personal data of the Customers
only for the purpose of offering the Services of the Partner to
these Customers and, in the case where the Customers have
expressly agreed by means of an opt-in consent to receive
marketing by email, for the purpose of marketing by email and
in any case within the framework of the NoopsApp Services; and
8.3.6. In the event that the Partner, its Affiliates or its suppliers need
to transfer personal data of Customers to locations outside of
Switzerland, the Partner assumes full responsibility (and accepts
full obligations) to ensure that such personal data is processed
in compliance with the Data Protection Legislation.
8.4. Where the Partner is the data controller of personal data, NoopsApp is
the subcontractor and this concerns the personal data of Customers,
such personal data shall be processed by NoopsApp in compliance with
the obligations of Article 3 and 27 of the GDPR, subject to the
provisions of clause 8.9 repeated below and subject to NoopsApp being
able to charge the Partner for the assistance provided which has not
been expressly defined in this Agreement, as a service obligation of
8.5. NoopsApp reserves the right to process Customer personal data as set
forth in its Advertising Cookie Policies and Privacy Rules (as updated
from time to time) and Partner hereby irrevocably and unconditionally
agrees and consents to the processing of such personal data by
NoopsApp. The Partner further warrants that each Customer of the
Partner has been informed of the manner in which NoopsApp will
process personal data. Without limiting the obligations of the Partner in
this agreement, the Partner acts promptly to include any information
reasonably required by NoopsApp in the privacy policy of its website or
any other documentation intended for the Customer in order to assist
each party to comply with the Legislation as regards protection of
personal data.
8.6. The Partner recognizes that the property of all the intellectual property
rights relating to the personal data of the Customers in Account
Institute belong to NoopsApp or its Affiliates and the Partner transfers,
with all the guarantees of use, in an irrevocable and unconditional way
all these rights to NoopsApp. NoopsApp grants the Partner a
non-exclusive license to use such personal data to operate its
business, subject to the Partner's continued compliance with the
provisions of this Agreement.
8.7. The Partner warrants and represents that it will process the personal
data of the Partner's Customers in compliance with the Personal Data
Protection Legislation and in particular that its employees, contractors,
partners and suppliers will only send marketing or promotional
communications to Customers who have consented to such
communications. The Partner's use of the Customer's personal data is
undertaken at its own risk, and the Partner is responsible for ensuring
that its use, as well as that of its employees, contractors, partners or
suppliers, complies fully with the Data Protection Legislation.
8.8. In the situation where a Customer informs a Partner or one of its
employees or service providers that it no longer wishes to receive
promotional material from NoopsApp and/or its Affiliates, the Partner
must promptly (in any event no later than 48 (forty-eight) hours after
being notified) inform NoopsApp in detail and in writing so that
NoopsApp can respond to this request.
8.9. In the event that a data subject requests each party to exercise any of
the rights of data subjects under the Personal Data Protection
Legislation, and to the extent that each party can reasonably request
information or assistance from the other party to give effect to any
such right, the other party should provide such information or
assistance within a reasonable time, each party bearing its own costs
in this regard.
8.10. In the event that either party receives a request from a data protection
authority to provide information relating to this contract or the
relationship between the parties, that party shall promptly notify the
other party unless prohibited by law.
8.11. Any breach of clause 8 by the Partner, or its employees, contractors or
agents, shall constitute a Material Breach of the Agreement.
8.12. Partner shall indemnify and hold harmless NoopsApp and its Affiliates
from any loss, claim, cost, damage or proceeding suffered or incurred
by NoopsApp and/or its Affiliates arising out of or in connection with
Partner's breach of this clause 8.
8.13. This clause shall survive the termination or expiration of this
Agreement in its entirety.
9. Guarantees and indemnification of the Partner
9.1. Partner shall deliver to NoopsApp the Partner Content reasonably
requested by Partner to provide the NoopsApp Services.
9.2. Partner hereby grants a non-exclusive, royalty-free, irrevocable,
worldwide right and license (or sublicense, as applicable) to use,
reproduce, distribute, sublicense, communicate and make available
Partner Content on the Website, the App, the NoopsApp Lookbook,
NoopsApp's social networking pages and any other Distribution
Networks, and for any other purpose that is necessary or required by
NoopsApp for the exercise of its rights and obligations set forth in this
Agreement, and for any other purpose, including, but not limited to,
marketing, advertising, commercial and editorial purposes..
9.3. Partner hereby grants NoopsApp the right to:
9.3.1. remove, modify, reduce or otherwise redesign Partner Content
published on the Website, the Application, and/or the NoopsApp
Lookbook for any reason, including those where the Partner
Content does not - in NoopsApp's reasonable opinion - satisfy
the warranties of clause 9.4 or where the Partner Content
violates the provisions of this Agreement; and
9.3.2. use search engine optimization services, pay-per-click
advertising, or any other mechanism that embodies,
incorporates, or quotes (in whole or in part) the Partner's trade
name or any other mark used in connection with the Partner's
9.4. Partner warrants, promises and represents that:
9.4.1. the Partner Content that it delivers to NoopsApp under this
Agreement and/or that it publishes (or delivers to NoopsApp for
publication) on the Website , the Application, the Distribution
Networks, the Partner Site and/or the NoopsApp Lookbook, if
any will be accurate in all respects and will not infringe the
rights of any other person (including Intellectual Property
Rights) or be defamatory, unlawful, offensive, threatening or
pornographic or otherwise not in accordance with general
standards of good taste and decency; and
9.4.2. it complies with all applicable laws and advertising regulations in
connection with the marketing, sales and provision of the
Partner Services and that it obtains all licenses, approvals,
authorizations and assurances necessary or reasonable for the
Partner in connection with its business activities and personnel
(and particularly in connection with the provision of the Partner
Services). This includes ensuring that all prices quoted as
discounts are true discount prices and have been previously
higher and only discounted for a short period of time as
9.5. Any breach of clause 9.4 shall constitute a Material Breach of the
9.6. The Partner hereby agrees to indemnify and hold harmless NoopsApp
and its officers, directors and employees, from and against all claims,
demands, obligations, actual or alleged causes of action, suits,
damages, liabilities, fines, judgments, costs (including settlement
costs), related expenses (including payment of reasonable fees and
disbursements) and losses (including without limitation direct, indirect
or consequential losses, lost profits, loss of reputation, and all interest,
penalties and legal costs (calculated on a full indemnity basis)) and all
reasonable professional fees and expenses arising out of or in
connection with a breach by the Partner of any provision of the
Agreement or arising out of any action brought by a third party in
respect of the Partner Services provided (or not provided), or the
actions (or omissions) of the Partner or any person (other than
NoopsApp) acting on its behalf, including without limitation any action
brought in connection with a Data Protection Act, Partner Content or a
Customer's visit to the Partner's salon.
9.7. Partner acknowledges that NoopsApp is entering into this Agreement
for its own benefit but also as agent for the benefit of and on behalf of
each of its officers, directors and employees (each an "Indemnified
Third Party" and, collectively, the "Indemnified Third Parties")
and that the rights to indemnification set forth in Section 9.6 will be
the rights and benefits of each Indemnified Third Party (as if it were a
party to this Agreement in its own right). NoopsApp shall be entitled to
enforce such rights under this Agreement as agent for each
Indemnified Third Party. Notwithstanding the foregoing, Partner and
NoopsApp may agree in writing to modify any provision of the
Agreement without the consent of Indemnified Third Parties even if
such modification affects or will affect the rights conferred upon
Indemnified Third Parties hereunder.
9.8. This Section 9 shall survive the termination or expiration of this
10. Terms of payment
10.1. Payment processing services for Partners are provided by Stripe and
are subject to the Stripe Services Agreement. By accepting these
Partner Business Terms and continuing to use the NoopsApp Services,
Partner agrees to be bound by the Stripe Services Agreement, which
may be amended by Stripe from time to time. Under no circumstances
may the Stripe Services be used in violation of the Stripe Services
Agreement, and any breach of this obligation by a Partner shall
constitute a material breach of this Agreement. Subject to consent to
the Stripe Services Agreement, approval by Stripe to become a Stripe
Connected Account, and in order for NoopsApp to offer the Stripe
Services, the Partner shall comply with the following additional
conditions. A Partner may not be a Stripe Connected Account without
meeting the following conditions:
10.1.1. The Partner agrees to provide NoopsApp with accurate and
complete 'Know Your Customer' information about its business
and business ownership and to update this information as
necessary to ensure its accuracy at all times;
10.1.2. Partner hereby authorizes NoopsApp to act on its behalf in the
creation and management of its Stripe Connected Account, for
any other activities necessary for the operation of the Stripe
Connected Account, and to receive notices from Stripe on its
behalf, including tax invoices;
10.1.3. Partner hereby authorizes NoopsApp to access its Stripe
Connected Account Data and to share Stripe Connected Account
Data with Stripe. Stripe and NoopsApp shall each be responsible
for verifying that the Stripe Connected Account Data in their
possession or control is protected from unauthorized disclosure;
10.1.4. Partner understands and acknowledges that if NoopsApp
suspects Partner of fraudulent, illegal, deceptive, or abusive
activity, Partner is contractually obligated to promptly notify
Stripe upon learning of such activity.
10.2. NoopsApp will issue a billing statement once a month to Partner (the
"Billing Statement") which will state in the account summary at the
beginning of the Billing Statement (the "Account Summary"):
10.2.1. the balance carried forward from the previous Billing Statement,
if any;
10.2.2. What NoopsApp owes Partner for Reservations Made during the
period since the last Billing Statement;
10.2.3. what the Partner owes NoopsApp for Charges since the last
billing statement (e.g. charges for additional services such as
SEO Service, if desired by the Partner etc.); and
10.2.4. the resulting account balance (the "Closing Balance") owed by
NoopsApp to Partner.
10.3. The Billing Statement will also detail all Reservations and Charges,
10.3.1. Charges owed to NoopsApp by the Partner that are not directly
related to the collection by NoopsApp of the payment of a
Reservation from a Customer (i.e. where other Charges or
amounts are owed by the Partner to NoopsApp); and
10.3.2. Cancellations.
10.4. If the Closing Balance is negative, NoopsApp will transfer the Closing
Balance to the Partner within 3 to 5 Business Days from the date of the
Billing Statement (provided that the Partner has provided its bank
account information to NoopsApp) and no further action will be
required of the Partner with respect to such Billing Statement.
10.5. If the Closing Balance is positive, Partner authorizes NoopsApp to send
instructions on its behalf to the financial institution associated with its
payment details (as entered in the Institute Interface), to take any
payment due to NoopsApp from Partner in accordance with the Billing
Statement on Partner's account. In the event that a payment to which
NoopsApp proceeds fails, Partner shall be required to transfer the
Closing Balance to NoopsApp within 14 days of the date of the Billing
Statement to the account for which contact information is provided on
the Billing Statement, by any means that Partner chooses from those
that NoopsApp makes available, at the appropriate time. If Partner has
any questions about the Billing Statement, Partner should contact
NoopsApp as soon as possible.
10.6. If the Closing Balance is zero, the Billing Statement will indicate that
the Closing Balance is settled and that no further action is required by
NoopsApp or Partner on that Billing Statement.
10.7. For Reservations, the following conditions apply:
10.7.1. NoopsApp collects the prepayments from the Customers as a
sales agent of the Partner and the Customer's debt to the
Partner is cleared upon receipt of the prepayment by NoopsApp
10.7.2. unless otherwise agreed in writing between NoopsApp and
Partner, the return of monies collected by NoopsApp and due to
Partner shall be strictly contingent upon Partner providing
Partner Services pursuant to a Reservation in accordance with
this Agreement ;
10.7.3. subject to Partner's compliance with Clause 10.7(b) above,
repayment of the Closing Balance shall be due from NoopsApp
or Partner, as the case may be, in accordance with Clause 10.4
or 10.5 above.
10.8. The Partner shall make all payments due to NoopsApp in accordance
with clause 10.5 without making any deductions, whether by way of
set-off, retention, counterclaim, remittance or otherwise. Any amount
owed by the Partner to NoopsApp under these Terms, unpaid on or
before its due date shall render all amounts owed by the Partner to
NoopsApp due and payable immediately and, without prejudice to any
other rights or remedies that NoopsApp may have, NoopsApp shall be
10.8.1. suspend or terminate the provision of the NoopsApp Services
and this Agreement, including deactivation of the Partner's
listing on the Website and App, until payment or credit
arrangements satisfactory to NoopsApp are made;
10.8.2. charge the Partner for the costs of obtaining a judgment or
payment, to include all reasonable professional fees (including
legal fees) and other costs of the proceedings or any other debt
collection proceedings;
10.9. Partner is responsible for any refunds, chargebacks, bank charges or
other administrative fees ("Bank Charges") incurred by NoopsApp as
a result of Partner's failure to notify NoopsApp of changes to payment
details and/or agreements, including:
10.9.1. bank account details;
10.9.2. cancellation of a direct debit mandate;
10.9.3. insufficient funds;
10.9.4. the expiration of the card.
10.10. NoopsApp reserves the right to deduct from the balance collected by
NoopsApp on behalf of the Partner the amounts owed to NoopsApp by
the Partner, before paying the Closing Balance to the Partner.
10.11. All payments due from NoopsApp to the Partner will be made by bank
transfer using the bank details provided by the Partner to NoopsApp in
the Institute Interface (and shown on the Billing Statement) and it is
the Partner's responsibility to ensure that these details are accurate.
NoopsApp will make payments due to the Partner directly to the
Partner only and may not make any payment to a third party. Partner
agrees to fully indemnify and hold harmless NoopsApp from any loss,
damage or claim arising from Partner's failure to notify NoopsApp of a
change in its bank account information, including any resulting Bank
Charges to NoopsApp.
10.12. In the event of a dispute between NoopsApp and the Partner, any
amount of the Commission that is not disputed will be paid to
NoopsApp in accordance with clause 10. The Partner must inform
NoopsApp of its disagreement within 14 days of receipt of the Billing
Statement and it must state the detailed reason for its disagreement.
Failing this, the Billing Statement is deemed accepted by the Partner.
For the avoidance of doubt, this is a different procedure from the
Partner complaints procedure described in Section 7, and these terms
and conditions on the payment of a Commission apply whether or not
the Partner makes any Complaint and regardless of the outcome of any
10.13. Partner shall be responsible for withholding and deferring taxes
applicable to the Commission under all applicable laws and requests of
the appropriate taxing authorities, including any interest and penalties
imposed for late payment or failure to withhold. If necessary, Partner
shall be solely responsible for agreeing with the appropriate taxing
authority as to the tax treatment of the Commission. Partner shall,
upon request by NoopsApp, provide NoopsApp with copies of tax
payment certifications and/or tax exemption certifications. The Partner
represents and warrants that it is duly registered with the relevant tax
authorities, where required.
10.14. The Partner understands and acknowledges that NoopsApp is a
commercial booking agent and does not provide Partner Services to
the Customer. The contract for the Partner Services is concluded
between the Partner and the Customer and therefore it is the
responsibility of the Partner, if registered for VAT, to charge VAT on
the total value of the Booking and to provide a VAT invoice to the
Customer if requested. The NoopsApp services are subject to the
re-invoicing rule. The VAT is due by the beneficiary of the service in
accordance with article 130 of the Swiss Constitution of June 12, 2009.
10.15. In the event of fraudulent or allegedly fraudulent activity by the
Partner or if NoopsApp is required by law, court order, governmental
instruction, arbitration award or under its cancellation policy to refund
all or part of the Reservation, NoopsApp reserves the right to claim
from the Partner a refund of any amount that the Customer claims
from NoopsApp.
10.16. Any breach of this clause 10 by the Partner shall constitute a material
breach of this Agreement.
11. Duration of the contract
11.1. This Agreement shall be effective as of the Effective Date and shall
continue without limitation in time unless terminated in accordance
with the sections below:
Termination for Convenience by Either Party
11.2. This Agreement may be terminated, at any time, by registered mail, by
either party to the other under the terms of this section or as
otherwise permitted by law.
11.3. If NoopsApp decides to terminate this Agreement, we will contact you
at the email or phone number you provided in the Institute Interface.
Termination for a valid reason by NoopsApp
11.4. NoopsApp may terminate this Agreement with immediate effect for
cause, including (a) if a Partner violates this Agreement or any law or
regulation (including Data Protection Legislation), or does anything
that violates the rights of a third party including matters affecting the
security of a service, fraud or data breaches, (b) if a Partner behaves
in any illegal or inappropriate manner towards a Customer (including
where a Customer has reported it to the police), NoopsApp's
employees and/or the Partner's own employees, or (c) if there has
been more than one Customer claim regarding a Partner
("Compelling Reason").
Termination for fault by either party
11.5. Either party may terminate a NoopsApp Service with immediate effect
by written notice to the other party if:
11.5.1. the other party commits a Serious Breach of any of the
provisions of this Agreement insofar as they relate to any
NoopsApp Service, (including in particular a breach of Articles
5.1 (payment of Charges and acceptance of Reservations), 5.2
(refusal of Reservations only in exceptional circumstances), 5.5
(ensuring accuracy of Partner Content), 5.6 (consent for Stylist
Portfolio Photos), 5.10 (price parity), 5.15 (non-solicitation of
Clients), 6.5 (proper use of the notice platform), 8 (Client Data),
9.4 (consents to Partner Content), and 10 (Payment Terms) and
that breach cannot be cured or, if curable, the party fails to cure
within 7 days of receipt of written notice setting forth the full
details of the breach and requesting that it be cured;
11.5.2. the other party commits a not serious but continuing breach
(which may or may not be remedied) of any of the provisions of
this Agreement;
11.5.3. the beneficiary of an encumbrance takes possession of property
or assets of the other party or a liquidator is appointed for such
property or assets;
11.5.4. the other party enters into a voluntary agreement with its
creditors or goes into administration;
11.5.5. the other party goes into liquidation (except for purposes of
merger or reorganization and such that the resulting corporation
effectively agrees to be bound by or assume the obligations
imposed on such other party under this Agreement);
11.5.6. an event similar to the foregoing occurs under the law of any
jurisdiction with respect to that other party; or
11.5.7. the other party ceases or threatens to cease doing business.
Freezing of the NoopsApp Services
11.6. NoopsApp may temporarily freeze the account of any Partner, so that
the Partner may no longer receive Reservations through NoopsApp and
no longer be visible on the Website, the Application including in search
results, if the Partner commits, or is suspected of committing, a
Substantial Breach of any of the provisions of this Agreement
(including, but not limited to, a breach of section 5.1 (payment of
Charges and acceptance of Reservations), 5.2 (refusal of Reservations
only in exceptional circumstances), 5.5 (ensuring accuracy of Partner
Content), 5.6 (consent for Designer Portfolio Photos), 5.10 (price
parity), 5.13 (non-solicitation of Clients), 5.14 (avoidance of Charges),
6.5 (proper use of the notice platform), 8 (Customer Data), 9.5
(consents to Partner Content), and 10 (Terms of Payment) or if
NoopsApp investigates a possible Compelling Reason for termination.
11.7. If, after such review, NoopsApp reasonably believes that a Substantial
Breach has occurred, or that there is a Compelling Reason for
termination, NoopsApp may terminate this Agreement pursuant to the
above section.
11.8. In addition to the foregoing and for the avoidance of doubt, Section
10.8(a) also details the situations in which Partner or NoopsApp may
terminate this Agreement.
11.9. Termination of this Agreement for any reason shall not affect the rights
and remedies of the parties acquired as of the date of termination.
11.10. Upon termination of this Agreement, Partner will no longer have access
to Institute Account. Partner must download any data or information
stored in the Institute Interface prior to termination. If the Partner is
unable to do so and would like to access any of its data in the Institute
Interface, the Partner should contact its Account Executive, who will
ensure that such data or information is encrypted and emailed to the
Partner, to the extent legally and practically possible.
12. Privacy
12.1. Each party acknowledges that under and during the term of this
Agreement, it may receive or otherwise become aware of information
relating to the other party, its marketing plans, customers, operations,
development plans, finances, technology or business that is
proprietary, confidential in nature, to the other party (the
"Confidential Information").
12.2. Each party agrees to maintain and cause to be maintained the
confidentiality of the Confidential Information at all times and to
provide and cause to be provided security and protection of the
Confidential Information against theft, damage, loss or unauthorized
access, and shall not at any time during the term of the Agreement
and thereafter without the prior written consent of the owner of the
Confidential Information, from using, disclosing, exploiting, copying or
modifying, directly or indirectly, any Confidential Information, or
authorizing or permitting any third party to do so, other than for the
sole purpose of exercising its rights and performing its obligations
12.3. The provisions of this clause 12 and the obligations imposed by it shall
not apply to Confidential Information that:
12.3.1. are in the public domain at the time of their receipt by the
12.3.2. subsequently fall into the public domain through no fault of the
recipient, its officers, employees or agents;
12.3.3. are legitimately received from a third party by the recipient
without any restrictions; or
12.3.4. are already known to the recipient prior to its receipt hereunder.
12.4. Recipient may disclose Confidential Information on a confidential basis
to a professional advisor of Recipient or if required to do so by law,
regulation or decision of a competent authority.
12.5. This clause shall survive the termination or expiration of this
13. Responsibility
13.1. Subject to clause 13.2, in no event shall NoopsApp's maximum total
liability under or pursuant to this Agreement or any related agreement,
whether in contract, tort (including negligence) or otherwise, exceed
the Charges due to NoopsApp hereunder as of the date of the event
giving rise to the claim. Furthermore, NoopsApp shall not be liable for
any loss of revenue or profits, contracts, goodwill or other intangible
losses or indirect or consequential loss or damage of any kind arising
out of and caused by tort (including negligence), breach of contract or
otherwise (even if NoopsApp has been advised by Partner of the
possibility of such loss or damage).
13.2. Nothing in this Agreement excludes or limits in any way the liability of
NoopsApp for fraud or for death or personal injury caused by its
negligence or wilful misconduct or any other liability to the extent that
it cannot be excluded or limited under any statutory provision.
13.3. This Section 13 shall survive the termination or expiration of this
Agreement in its entirety.
14.1. There are parameters for determining the rating of the listings made
available to Customers through the Application and/or the Website.
The order of appearance of a Partner's listing in the search results,
when a Customer searches for Partner Services on the Application
and/or the Website depends on a number of parameters, the main
ones being:
14.1.1. the age of the list (the most recent lists have a higher rating);
14.1.2. how many reviews have been received (few reviews may mean
a lower rating), whether those reviews are recent (more recent
reviews may result in a lower rating), and how the reviews rate
the Partner (negative reviews may result in a lower rating);
14.1.3. the search parameters included by the Customer and the
Partner's availability and ability to meet the search criteria (e.g.
appointment time and date or location; if a Partner has limited
availability at the times requested by the Customer, the Partner
will not be displayed as high in the search results as in other
14.1.4. a Partner's reliability based on the number of cancellations or
rescheduling of Reservations by the Partner or its lack of
responsiveness to Customer order confirmations (each resulting
in a lower rating); and
14.1.5. the location of the Customer if the Customer has authorized the
sharing of their location with NoopsApp via the Application or
their browser (the Partners being closest to the Customer's
location will be better positioned in the search results).
These parameters are used because they accurately show the
Customer the experiences of other Customers and the Partner
Services available and suitable for them, and allow a Customer
to see new listings, the most recommended listings (based on
Customer reviews) and any Partners with the best availability
and reliability.
14.2. Customers can also refine search results and ratings by searching with
the phrases "Recommended", "Top Rated", "Price" or "Discount";
14.2.1. If a Customer searches with the term "Recommended", the
order of appearance of Partners will be based on a combination
of a Partner's availability at the times requested by the
Customer, location and rating;
14.2.2. If a Customer searches with the phrase "Top Rated", the order
of appearance of Partners will be based on the number of
reviews they have received, how recent those reviews are, and
the rating obtained.
If a Customer does not filter the search results with the
categories listed in this section 14.2, the rating will be based on
the parameters listed in section 14.1.
14.3. Partners may access Customer ratings and reviews of their Partner
Services by visiting the Website or the Application or via the Institute
Interface, but Partners have no rights to such reviews, and may not
make copies of such reviews upon termination of the Partner's account
and/or termination of the NoopsApp Services.
14.4. NoopsApp does not receive any direct or indirect remuneration or
equivalent from any Partner to improve its rating in the search results.
15. Miscellaneous provisions
15.1. All rights in the Website, the Application, and their content including,
without limitation, Customer Comments, except for Partner Content,
and all other Intellectual Property Rights owned by or licensed to
NoopsApp remain the property of NoopsApp. Nothing in this
Agreement shall give the Partner any rights in respect of such
Intellectual Property Rights or the goodwill associated therewith. In
order to standardize the Website and its content (including Partner
Content), NoopsApp may modify, in its sole discretion and from time to
time, the format, content and style of the descriptions, photos and
menus on the Show Page.
15.2. In the event of a change of control or management of the Partner, the
Partner shall notify the new owner or manager of the existence and
terms of this Agreement and inform NoopsApp of the contact
information of the new personnel involved.
15.3. Any notice, invoice or other communication required to be served by
either party on the other will be satisfactorily served if sent to the
other party at the address set forth in this Agreement (or at such other
address as notified to the other party in writing or by email). Notices
sent by registered mail shall be deemed served three business days
after the day of mailing. In all other cases, notices shall be deemed
served on the day they are actually received.
15.4. We have the right to revise and amend these Terms from time to time
to reflect changes in market conditions affecting our business, changes
in technology, changes in payment methods, changes in laws and
regulatory requirements, and changes in our system's capabilities, so
please review our Terms regularly. These are available on our Website
at all times.
15.5. The relationship of the parties is that of independent contractors
dealing at arm's length. Except as otherwise provided in this
Agreement, nothing in this Agreement creates a partnership, joint
venture or joint ownership between the parties.
15.6. Neither party may assign, transfer, encumber, subcontract or
otherwise deal with all or any part of this Agreement without the prior
written consent of the other party (which shall not be unreasonably
withheld, conditioned or delayed).
15.7. Subject only to the provisions of Sections 9.6 and 9.7, a person who is
not a party to this Agreement shall have no right to enforce any
provision of this Agreement.
15.8. The failure of a party to assert or exercise any provision or right under
the Agreement at any time or during any term shall not constitute or
be construed as a waiver of such provision or right and shall in no way
affect the party's right to assert or exercise such provision or right in
the future.
15.9. If any provision of this Agreement shall be unlawful, void or
unenforceable under any law, such provision shall be deemed omitted
from this Agreement to the extent that it is severable from the
remaining provisions and shall not affect the legality, validity or
enforceability of any other provision.
15.10. This Agreement contains the entire agreement between the parties
relating to its subject matter and supersedes all prior oral or written
agreements, understandings or arrangements between the parties.
15.11. This Agreement shall be governed by and construed in accordance with
Swiss law, excluding the provisions of private international law. The
parties submit to the exclusive jurisdiction of the Swiss courts to settle
any dispute arising out of or in connection with this Agreement.
NoopsApp Sàrl t/a NoopsApp
Rue des Charmilles 4 - 1203 Geneva, Switzerland