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Upcyclea , whose registered office is located at 5 Villa Hersent 75015 Paris, France and registered with the Paris Trade and Companies Register under number 820 645 091 00035 represented by Éric Allodi in his capacity as Chief Executive Officer, duly authorized for this purpose,
Hereinafter referred to as "Upcyclea "
And:
whose registered office is located in
and registered under the number represented by in his capacity as duly authorised to do so,
Hereinafter referred to as " Affiliate "
Hereinafter referred to individually or collectively by the "Party" or the "Parties".
Affiliate : Partner of this Noah agreement, such as a recycling centre, resource centre, marketplace, distributor, reconditioner or manufacturer of products, making available or reselling Deposits.
Noah Account : Upcyclea-Net0 unique user account, allowing the Affiliate to:
· Import, and update, the deposits published in Noah,
· Consult the public deposits shared by Upcyclea users,
· Declare needs for reuse or secondary raw materials to Upcyclea users sharing their deposits.
Applicant: Noah user declaring needs for reusable, destocked, unsold or refurbished products.
MDPE diagnosis: Diagnosis of Products, Equipment, Materials, Waste, made mandatory by the Anti-Waste and Circular Economy Law (AGEC) of February 2020, for demolitions or significant renovations of more than 1000 m2.
Noah Deposit: Deposit of reusable, destocked, unsold or refurbished products available via an Affiliate. These deposits must meet the following criteria to be accepted into the Noah platform:
1. Be already deposited, stored and packaged, so that they can be delivered to the Applicant as soon as possible by the Affiliate or its subcontractors,
2. Be in a "Like New" or "Slightly Worn" condition according to the criteria defined by Upcyclea (products in "Worn" or "Degraded" condition are not accepted in Noah),
3. Be updated regularly so that Noah Deposits are effectively available to Applicants,
4. Possibly, have a guarantee provided by the Affiliate (insurance, money-back guarantee in case of dissatisfaction, etc.).
Public deposits: Public deposits of used products, shared by Upcyclea-Net0 or Piraeus subscribers, when they tick the "public" box of their deposits.
Digital Product Passport : Upcyclea information sheet associated with a product and describing its composition, non-toxicity, proportion of recycled/bio-based, carbon/water/energy footprint [according to EN 15804], future lives, and any other information useful for the installation, maintenance or traceability of the product. Upcyclea offers a library of more than 10,000 passports, declared by manufacturers or generic, each with a unique identifier.
Piraeus (Inter-Stakeholder Platform of the EAN Employment): Urban mine of reuse, bringing together deposits, resulting from MSDP and resource diagnostics, from dozens of social landlords, private land companies and companies, members of Piraeus. Piraeus is an instance of the Upcyclea-Net0 platform.
Noah Service (or Noah or Noah Platform): Service providing centralized access, via Upcyclea-Net0, Piraeus or via the Noah consumer portal (www. noah-reemploi.com), to thousands of Noah Deposits available in Europe.
Upcyclea-Net0: SaaS software for circular resource management developed and marketed by Upcyclea.
At a time when climate change is at the heart of concerns, the circular economy is one of the levers to respond to these major environmental challenges.
Social landlords and private real estate companies have an important role to play in taking the climate emergency into account, particularly through their construction and asset management activities.
As such, and given the AGEC law of February 2020, their interest is growing, not only in deposits of in-situ reusable products (from MDPE Diagnostics), but also in ex-situ deposits available via partner Affiliates.
Upcyclea, a startup expert in the circular economy, has developed a network, a methodology and a collaborative system for the circular management of resources (Upcyclea-Net0) that makes it possible to share deposits, and to create ecosystems for recovery and reuse.
The Noah service offered by Upcyclea is available 1) as an integrated version in Upcyclea-Net0 or Piraeus, and 2) as a portal version, accessible to the general public via the address "noah-reemploi.com" or "noah-reuse.com" in France, the United Kingdom and soon in Spain. In both cases, the service refers the Claimant to the Affiliate's website to finalize the financial transaction relating to the selected product(s).
The purpose of this agreement is to define the terms of the partnership between Upcyclea and the Affiliate, within the framework of the Noah Service.
The goal of this partnership is to establish a new distribution channel for Noah Deposits published by the Affiliate in Noah. This channel offers 2 modes of access:
- noah-reemploi.com Portal: Deposits are published on the "noah-reemploi.com" site and Applicants can view, compare, and select them and then be redirected to the Affiliate's website (if available), or contact the Affiliate by email to complete the transaction.
- Version integrated into Upcyclea-Net0 or Piraeus: the Deposits are accessible from Upcyclea-Net0 or Piraeus. Their users can consult the Deposits, via cartographic and advanced searches, then be connected to the "noah-reemploi.com" site to finalize their requests, before finally being redirected to the Affiliate concerned to conclude the transaction.
The benefits of the Noah service for the Affiliate are as follows:
· More visibility with a qualified clientele of Applicants,
· The carbon and water footprint of the published Noah Deposits (if the Digital Passports of the published products are specified by the Affiliate when importing its products),
· Technical support available on noah@upcyclea.com,
· Potential access to the public deposits of Upcyclea customers and the Piraeus platform, to source used products, in the event of a reconditioning activity.
The Noah service offers the following functions to the Affiliate:
· Opening a free Upcyclea-Net0 Account for a designated referrer of the Affiliate. This single account allows the Affiliate to import and update the Noah Deposits they wish to publish in Noah.
· Manual asynchronous import (via a .xls or .csv file) or automatic synchronous import (via API – not currently available, or via scraping) of the Affiliate's Noah Deposits, for publication in Noah,
· After a Claimant searches for and selects a Noah Deposit of the Affiliate, redirects the Claimant to the product advertisement on the Affiliate's website (or sends an email to the Affiliate, if they do not have an online catalog), in order to complete the transaction,
· Possibility of accessing the Public Deposits shared by Upcyclea-Net0 and Piraeus subscribers, to possibly declare needs for used products or secondary raw materials.
Please note that:
· No financial transactions take place on Noah. Financial transactions with Applicants, as well as the operational management of resources (storage, updating, etc.) and transfer logistics (packaging, transport, etc.) necessary to satisfy Applicants, are the responsibility of the Affiliate,
· Data imported into Noah remains the property of the Affiliate or the Affiliate's sponsor, in the event that the Affiliate is acting on behalf of a sponsor.
· Provide access to the Upcyclea-Net0 software, via a username (and password) that allows the Affiliate to connect to a Noah back office account. Each Affiliate has only one free account (paid accounts beyond that) and Upcyclea remains the administrator of the Account,
· Provide access to the following roles:
o Agent: to import and update Noah Deposits that will be published in Noah,
o Resource Owner: To declare the storage sites of the Affiliate's Noah Deposits,
o Supervisor: to view the map of Noah Deposits, and, if necessary, create Digital Passports corresponding to specific products (e.g. products refurbished by the Affiliate),
o Needs Manager: to declare generic needs via passports, or targeted needs if the Affiliate has access to Public Deposits, visible to Upcyclea-Net0 and Piraeus users,
· Train the Affiliate in the use of Upcyclea-Net0, via a training video or webinar,
· In the event of publication on its website of a DoFollow link to the Noah site, the Affiliate will be able to access the Piraeus platform free of charge, and its urban mine of thousands of deposits of used products, resulting from the MDPE/Resources diagnoses of dozens of donors and land holdings. These access procedures are likely to change over time.
· The nature, quality and reality of the Noah Deposits declared by the Affiliate,
· The nature and effectiveness of the needs declared by the Applicants,
· The nature and effectiveness of the financial transactions negotiated or concluded between the Affiliate and the Applicants.
· Comply with the instructions or formats offered by Upcyclea to facilitate the import of its Deposits, namely:
o Conduct compatibility tests with Upcyclea-Net0 to verify that the format and the publishable Noah Deposits comply with the Noah import protocol,
o In the case of a manual asynchronous import, regularly generate an Excel file (.xls or .csv format) updating the Deposits, whose fields comply with the Noah import protocol,
o In the case of a synchronous import via API (not currently available), the products submitted must contain 1) a unique product identifier such as GTIN/EAN/GENCOD/UPC, to automatically associate a Digital Passport with a product during import, or 2) directly the Digital Passport identifier of the product, as defined in the Upcyclea public library of Passports,
o If applicable, allow scraping of the Affiliate's Noah Deposits,
· Use Upcyclea-Net0 and Noah in accordance with the General Terms and Conditions of Use of the platform and, as such, accept these T&Cs at the first connection,
· Take all necessary measures (quality control, insurance, etc.) to best meet the needs declared by the Applicants, and minimize any inconveniences,
· Manage financial transactions and logistical operations following the needs of the Applicants,
· Accept that the name and description of the Affiliate appear in Upcyclea publications,
· Publish on his website a DoFollow link to the Noah site, if he wishes to access the Public Deposits.
· Not to use your Upcyclea-Net0 account for any purpose other than the Noah services as described in Article 3.
This agreement shall enter into force from the date of signature by the Parties, for a fixed period of one year, renewable by tacit agreement. It may, if necessary, be the subject of amendments.
It may be terminated at any time by either Party, without justification, subject to written notice and 30 (thirty) days' notice, from receipt of such notification.
In the event of non-compliance, by the Affiliate, with one or more of the criteria for acceptance of Noah Deposits published in Noah (see Definitions section) or non-compliance with the terms of use of its Noah account, the Affiliate will have a period of one month to comply. Beyond this period, access to Noah may be suspended until regularization, or permanently.
· The Affiliate is responsible for the nature, quality and accuracy of the Noah Deposits imported into Noah, for their updates, and in particular for the stocks actually available at the Affiliate,
· The Affiliate is responsible for compliance with the financial transactions agreed with the Applicants,
· The Affiliate is held responsible for the logistics and transfer of the Deposits to the Applicants, according to the arrangements agreed with the latter, at the level of quality/assurance, quantity, deadlines, etc.
· Upcyclea is only bound by an obligation of means, in the context of the performance of all its services and its support,
· Upcyclea-Net0 and the Noah Services are provided as is, and are accessible without guarantee of availability and regularity. However, Upcyclea endeavours to make the services accessible and functional at all times, except in the event of force majeure or an event beyond the control of Upcyclea, through no fault of its own, and subject to maintenance periods, possible breakdowns, technical hazards related to the operation of the internet network or malicious acts, or damage to Upcyclea's hardware or software,
· Upcyclea shall not be held liable, directly or indirectly, for any shortcomings that are the responsibility of the Affiliate. Similarly, Upcyclea cannot be held responsible for the accidental deletion of one or more Noah data and Deposits by the Affiliate.
Upcyclea processes the Affiliate's data securely. In particular, Upcyclea implements the appropriate technical and organisational measures to guarantee the security and confidentiality of the data processed via Upcyclea-Net0, in particular to prevent them from being distorted, damaged or communicated to unauthorised third parties, ensuring a level of security appropriate to the risks associated with the processing and the nature of the data to be protected, with regard to the technological level and the cost of implementation.
However, Upcyclea cannot guarantee the confidentiality of the data made public by the Affiliate during its use of Upcyclea-Net0.
The provisions applicable to the protection of the Affiliate's personal data are contained in the General Terms and Conditions of Use.
Each Party undertakes to keep confidential any information provided as such originating from the other Party and to require personnel under its authority to comply with these obligations. It is agreed that if a Party intends to disclose any of this information to a third party, it shall obtain the prior consent of the other Party.
Internal or external communication actions do not require the agreement of the other Party, but may be sent to it for information purposes.
The communication actions must relate to the actions carried out jointly within the framework of this agreement. Unless otherwise agreed, all communications relating to this agreement and to the work carried out in partnership shall bear the name and logo of both Parties.
This agreement is subject to French law. The parties will endeavour to resolve any dispute that may arise from the execution of the agreement amicably. In the absence of an amicable agreement, the dispute will be brought before the courts within the jurisdiction of the Paris Court of Appeal, to the exclusion of any other legislation.
In the event of drafting of the agreement in several languages or translation, only the French version will prevail.
Dated at:
Date of signature: Date of signature:
For Upcyclea For
Name: Name: