1.1. Definitions. In general, terms starting with an upper-case in the present conditions convey the meaning attributed to them in art. 1 of the general terms and conditions or otherwise in this the present conditions.
1.2. Relation with the general terms and conditions. These conditions for the use of the Platform apply in addition to the general terms and conditions and other documents included in the Contractual Documentation. In the event of any discrepancy between the general terms and conditions and these conditions applicable for the use of the Platform, the latter shall prevail.
2.1. Alaya offers authorized Employees of a Company (who have entered into SaaS Agreement with Alaya) access to the Platform and the ability to (i) perform certain Benefits through the Platform in favor of Beneficiaries and (ii) undertake various Actions.
2.2. The purpose of these conditions applicable for the use of the Platform is to govern the relationship between the Employee, Beneficiaries and Alaya during the use of the Platform by Users and in particular when they provide Benefits to Beneficiaries.
3.1. If the User does not yet have a user account, the User will be asked to register and accept the Contractual Documentation.
3.2. Only Employees authorized by an Employer may claim to be admitted to the Platform following their registration and only certain Employees may insert Proposals on the Platform (ambassadors or superusers).
3.4. Alaya generally only admits Beneficiaries who meet certain criteria set by Alaya. Companies may limit the number of Beneficiaries available to Employees or add Beneficiaries not previously approved by Alaya. Alaya makes all reasonable efforts to ensure that the Beneficiaries it admits to the Platform are non-profit and meet the criteria set by Alaya. However, Alaya is not required to systematically verify that a Beneficiary meets the criteria set out initially. Alaya is also not responsible for the Beneficiaries added to the Platform by Users.
4.1. Alaya, through the Platform, allows the direct conclusion of a Service Agreement between an Employee (respectively his/her Employer) and (a) Beneficiary(ies): Alaya acts solely as an intermediary and/or IT service provider (art. 2.2 of the General Terms and Conditions).
4.2. Beneficiaries, Alaya or Employees may propose on the Platform services to be rendered (the “Proposals”) or activities, events or actions (the “Action”) to be undertaken in favor of Beneficiaries (Benefits) so that Employees may respond to them and provide the related Benefit in favor of such Beneficiary(ies) or undertake the proposed Action.
5.1. The Service Agreement is the contract entered into by an Employee (respectively his/her Employer) and a Beneficiary by which the Employee provides Benefits to such Beneficiary.
5.3. The Beneficiary or the Employee may add possible conditions to the services required through a Proposal in addition to the Contractual Documentation.
5.4. The Service Agreement may be free of charge, when the Services are rendered for free by an Employee in favor of a Beneficiary or paying, when the Service Agreement concerns a donation for example.
5.5. Alaya may provide special terms and conditions applicable to certain Benefits, as set forth in Section 3.1(d)(iv) of the Terms and Conditions. Such special terms and conditions are an integral part of the Service Agreement as well as the entire Contractual Documentation.
6.1. In case of a proposal with “automatic acceptance”. In the event that a Beneficiary, Alaya or an Employee proposes a Proposal and indicates that participation is automatic, then the Proposal constitutes an offer (the “Offer”). The Service Agreement is entered into upon acceptance of the Offer by an Employee at the time the Employee begins to provide the Benefit.
6.2. In case of a proposal with “request for confirmation”. If the Proposal is not accompanied by the mention “automatic participation”, then this constitutes a call for the submission of an Offer. The Employee, by formulating his/her wish to provide a Benefit on the Platform, thus submits an offer to the Beneficiary (the “Employee’s Offer”). The Service Agreement is concluded as soon as the Beneficiary accepts the Employee’s Offer via the dedicated button on the Platform.
6.3. The data recorded by Alaya constitutes proof of the invitation to submit an offer, the offer and/or the acceptance to render, respectively receive, a Benefit.
7.1. To make Proposals on the Platform, the User must be registered and authorized by the Employer. Alaya may, however, directly submit Proposals in the name and on behalf of Beneficiaries.
7.2. Information about the Beneficiaries of the Services is displayed on the page of the Platform dedicated to the Beneficiaries or on the page dedicated to the Proposal suggested by him/her, Alaya or an Employee in its favor.
8.1. It is the sole responsibility of the User proposing a Proposal on the Platform to indicate the conditions relating thereto in a clear, correct and exhaustive manner. Alaya cannot be held liable in the event of User failure to do so.
8.2. The User submitting a Proposal indicates the essential information relating to the event, activity or object for which he/she wishes to have Employees render Benefits. In particular, the User establishes a description of the Proposal and provides photos, as well as the places, dates and time slots at which he proposes the activities or events. He/she informs about the risks and restrictions of use (e.g., age and height restrictions; special prescriptions in the event of illness, pregnancy, etc.).
8.3. It is the sole responsibility of the User to propose on the Platform Proposals for real events or activities and to be able to provide the service that the Employee has accepted, or for which he/she has submitted an offer, at the date and time chosen by the Employee. Alaya cannot be held liable for any failure of a User in this regard.
8.4. It is the sole responsibility of the User proposing or offering a Benefit to take all appropriate security measures, including possible insurance. Alaya cannot be held responsible for any failure of a User to do so and is not required to verify that Users are taking such measures.
8.5. Alaya reserves the right to limit the duration of announcements of events or activities on the Platform.
8.6. The User is required to inform Alaya of any applicable fees and taxes at the location of the event (e.g., entertainment tax) and agrees to provide Alaya with all necessary information to enable Alaya to collect any applicable fees and taxes and to fulfill any other obligations in this regard.
9.1. It is the sole responsibility of the User to commit to providing Services that he/she is able to render. Alaya shall not be liable to a Beneficiary for any failure of a User to perform the Benefits.
10.1. Any payments made through the Platform (e.g., for donations) are made through the financial institutions that are partners of Alaya so that no financial information is transmitted during payments through Alaya’s servers.
10.2. Users, if they wish to receive payments and in some cases operate payments, are invited to create a profile with Alaya’s financial partners.
11.1. Only the conditions indicated by a User in the Proposal are applicable to the conditions of cancellation, refund and exchange.
11.2. Alaya shall not be liable for any services related to the acceptance of an Application or a right to a refund or exchange. In the absence of any indication in the Proposals, payments made for such an activity are in principle not cancellable, not refundable and not exchangeable.
12.1. Alaya is not a party to the Service Agreement between an Employee and a Beneficiary. Therefore, Alaya cannot be held liable for contractual violations by a User.
12.2. As stated in the General Terms and Conditions Alaya cannot be held responsible for any erroneous or incomplete information. Furthermore, Alaya does not guarantee and cannot be held liable for the choice of the contracting party. The Employee and the Beneficiary agree to be solely responsible for their choice of whether or not to enter into a contract. Alaya is not responsible for the proper performance of the contractual obligations of the Employee and of the Beneficiary and cannot and should not control so.
12.3. Alaya uses reasonable efforts to limit fraudulent use of its Platform. However, Alaya cannot be held liable in the event of improper use of the Platform by a User unless Alaya is guilty of gross negligence.
12.4. It is reminded that the author of a Proposal is solely responsible for the information he/she indicates on the Platform, in particular in relation to a given event or activity. The elements mentioned on the Platform cannot be qualified as guarantees or qualities promised by Alaya.
12.5. Alaya’s general disclaimer of liability also extends to the breach of pre-contractual obligations of Users as well as their extra-contractual liability.
12.6. In any event, Alaya’s liability shall not exceed the amount paid by a User for a given Proposal.