TERMS & CONDITIONS
The present general conditions are applicable from 01/07/2024.
PREAMBLE
Entourage.africa (hereinafter referred to as the “Platform”) is a platform operated by the company ENTOURAGE AFRICA Inc. (hereinafter referred to as the “Company”). The Platform allows an expert (hereinafter referred to as “Expert”) to provide personalized advice to professionals (hereinafter referred to as “Services” or “Consultation”).
The purpose of these General Conditions (hereinafter referred to as the “GC” or the “Contract”) is to define the terms and conditions governing the relationships between Experts and the Company. In the event of non-compliance with the terms of these GC, the Company reserves the right to take all measures necessary to protect its interests.
The Expert agrees to comply with all the present GC without any reservation. Consequently, the Expert acknowledges having read the GC and agrees to be bound by these provisions. If the Expert accesses the Platform on behalf of a company or any other legal entity, they are nonetheless personally bound by this Contract.
ARTICLE 1 – LEGAL INFORMATION
ENTOURAGE AFRICA Inc., a company with its headquarters located at 131 Continental Dr, Newark, 19713, New Castle, registered with the Delaware Trade and Companies Register under number 32-0775159, represented by Mrs. Raodath Aminou, acting in her capacity as President.
ARTICLE 2 – DEFINITIONS
- “Expert” refers to the person who answers a question on the Platform.
- “Client” refers to the person who creates an account and books a session on the Platform to ask questions.
- “User” refers to the person who creates an account and registers on one or more of the information and/or usage channels of the Platform.
- “Services” or “Consultation” refers to the session during which the Expert provides personalized advice to the Client.
- “Platform” refers indistinctly to the website and/or the application made available, edited, and operated by the Company allowing the provision of Services.
ARTICLE 3 – SCOPE
These GC apply, without restriction or reservation, to all access and use of the Platform by the Expert and to the provision of Services by the latter, in compliance with the provisions provided in article 4.3.
The Expert declares having read these GC and accepted them prior to any use of the Platform and the provision of Services.
ARTICLE 4 – PRESENTATION OF THE PLATFORM
4.1. Presentation of the Platform
Entourage is an online platform that provides services for informational and educational purposes. This Platform aims to facilitate relationships between Experts and potential Clients interested in the Services offered by the Experts.
The Platform is intended solely for informational and educational purposes. The formation of a professional-client relationship on the Platform is prohibited. However, the formation of such a relationship outside the Platform is not prohibited, provided that the Client has requested these Services. Promoting competing services, paid or unpaid, provided by the Expert to our Clients outside of the Platform is prohibited unless explicitly requested by the Client.
4.2. Registration and Use of the Platform
In order to offer their Services to Clients, the Expert must first accept the GC and, if applicable, register on the Platform.
The Platform is accessible free of charge to Experts with an internet connection. All costs, of any kind, related to accessing the Platform are exclusively the responsibility of the Expert, who is solely responsible for the proper functioning of their computer equipment as well as their internet access.
The Expert must be of legal age and capable of providing all necessary information on their profile accurately and/or notifying the Company in case of any changes.
The Company may initiate the delisting (temporary account suspension) of an Expert who does not comply with these T&Cs without the need for a formal dispute procedure, provided that the Expert is informed beforehand. The Company can also refuse to list an Expert without justifying its reasons. If the Expert provides false, inaccurate, outdated, or incomplete data, their right to access the Platform can be revoked by the Company.
4.3. Company Responsibilities
Once the Expert is registered on the Platform and after the Company validates their registration and profile, the Company undertakes the following tasks:
- Co-designing the Expert’s profile sheet with the Expert;
- Publishing the Expert’s profile on the Platform;
- Disseminating the Expert’s profile to Users and Clients via newsletters and the Company’s social media;
- Posting the Expert’s availability slots online.
The Company cannot be held responsible for the selection or non-selection of the Expert by the Clients, nor for the proper execution of Consultations with the Clients.
4.4. Platform Availability
The Company does its best to allow the Expert access to the Platform 24/7, except in cases of force majeure and subject to the following conditions. The Company may, at any time, without its liability being engaged:
- Delete any information that may disrupt operation or violate national or international regulations;
- Suspend or limit access to the Platform to carry out updates.
The Company is not responsible for any inability to access the Platform due to an event beyond its control (including issues with the Expert’s equipment, technical problems, internet network disruptions, etc.). The Expert acknowledges that the Company’s obligation regarding the availability of the Platform is a simple obligation of means.
4.5. Description of Services
Based on the areas of expertise indicated in their profile, the Expert commits to offering the Client personalized advice to:
- Progress in their career;
- Support the development of their business;
- Enrich their expertise;
- Or explore any other aspects conducive to their professional development.
Additionally, the Expert commits to providing the Client during Consultations with informed sector perspectives to help them make strategic, informed decisions. The Expert acknowledges that the information communicated must not contain any errors or typos and that they will be solely responsible for the data and information transmitted through the Platform. If the Expert’s contact details do not allow them to be reached for any reason, the Company cannot be held liable in any way.
4.6. Service Availability
From their registration on the Platform, an Expert is expected to be available during the slots communicated to the Company. However, for organizational reasons, any Consultation can only be booked with a minimum notice of forty-eight (48) hours. Once an Expert has accepted a Consultation, they are required to keep the appointment and be punctual. In case of unavailability, the Expert must propose a new slot for the Consultation to take place. The Expert has the right to disconnect if the Client is more than 10 minutes late to the appointment. In this case, the Consultation may be billed by the Company and the Expert.
4.7. Warranties and Responsibility of the Expert
During the term of the Contract, the Expert declares and guarantees:
- That their professional activity is not incompatible with the provision of the Services;
- That they will refrain from directly or indirectly soliciting Clients by any means outside of the Platform to offer them competing services, whether paid or unpaid;
- That they will inform the Platform if Clients contact them for Services outside of the Platform.
- That they will prohibit from engaging in any activity similar to the Services, whether paid or unpaid, for the benefit of a direct or indirect competitor of Entourage.
Furthermore, the Expert commits to completing all necessary declarations and formalities related to their activity, as well as fulfilling all legal, social, administrative, and fiscal obligations and any specific obligations incumbent upon them under the legislation applicable to their activity. They must provide, if necessary, the documents proving their compliance. In case of non-compliance, the responsibility of the Company cannot be engaged in any way. The Expert commits to using the Platform loyally. The Expert undertakes to offer and provide real, serious, high-quality Services with all due diligence and professionalism required. The Expert is solely responsible for any direct or indirect damage they may suffer due to inaccurate, incomplete, and/or misleading information they provided during their registration on the Platform or in the absence of updating this information.
The Expert expressly refrains from publishing any insulting, defamatory, disparaging, slanderous, racist, xenophobic content, contrary to morality and good manners, infringing public order or the rights of third parties, likely to harm the rights, reputation, and image of the Company and more generally, content that would violate the law and/or regulations, notably of a criminal nature. The Expert is solely responsible for the description of their profile and the execution of the Services. The Company only acts to connect the Expert and the Clients.
ARTICLE 5 – COMPENSATION
The Expert will receive, for the perfect and complete provision of the Services, compensation in the form of a commission paid according to the modalities provided in the following articles and subject to the perfect respect of the online procedure and the transmission of the necessary documents and information for the payment of this compensation.
The Expert acknowledges that they cannot receive any compensation of any kind directly from the Client.
Furthermore, the Expert expressly and irrevocably waives any recourse against the Company if the latter does not receive the amounts invoiced to the Clients due to, among other things, a dispute arising from a Consultation.
5.1. Amount of Compensation
The hourly rate of the Expert will be specified on their profile and may be modified at the request of the Expert by notifying the Company. This hourly rate will be applied to the different durations of Consultations offered by the Expert.
The Expert will only be compensated if the Consultation is completely executed. A Consultation is considered completely executed once it has taken place in the presence of both the Client and the Expert, and it has concluded.
In this case, the Expert will receive the amount corresponding to the cost of the Consultation, from which 30% will be deducted as the Platform’s commission fee.
5.2. Payment Modalities
The trigger for the Expert’s payment is the receipt of a quarterly invoice detailing the total amount due to the Expert for all Consultations conducted during the past quarter. An invoice template is available on the Platform for this purpose.
The Company commits to settling the invoice within a maximum of forty-five (45) calendar days from its receipt, provided that the Expert has transmitted to the Company all necessary information for payment, including their bank details (RIB).
5.3. Taxation
The Expert is personally responsible for any tax declaration related to the income generated from the Services, and the Company cannot be held responsible or liable for this.
ARTICLE 6 – RESPONSIBILITY - WARRANTY
6.1. Use of the Platform
The Company cannot be held liable in particular in case of:
- Use of the Platform by the Expert contrary to its purpose;
- The use of the Platform or any service accessible via the Internet;
- Non-compliance by the Expert with these T&Cs;
- Internet and/or intranet network outages;
- The occurrence of technical problems and/or a cyber-attack affecting the premises, installations, and digital spaces, software, and equipment owned by or placed under the responsibility of the Expert. Furthermore, the Company is not responsible for damage caused to the Expert, third parties, and/or the Expert’s equipment due to their connection to or use of the Platform. The connection equipment to the Platform is used by the Expert under their full responsibility. The Expert must take all appropriate measures to protect their equipment and their own data, especially in case of viral attacks via the Internet. The Expert is furthermore solely responsible for the sites, applications, and data they consult.
6.2. General Limitation of Liability
The Company will exercise all due diligence and care necessary for the proper execution of its obligations. It may exempt itself from all or part of its liability by providing proof that the non-execution or poor execution of its obligations is attributable either to the Expert, to an unforeseeable and insurmountable event, to a third party, or to a case of force majeure.
The Expert releases the Company from any responsibility for the direct or indirect consequences resulting directly or indirectly from the execution of the Services. The Company and the Expert are independent parties, each acting in their own name and on their own behalf. The Services are performed entirely autonomously via the Platform, and as such, the Expert, like the Client, is simply a User of the Platform. The Company does not enter into any contract on behalf of and/or for the account of an Expert or a Client. Consequently, the Company cannot in any way be considered as an employee/employer, agent, or principal of an Expert or a Client. The Experts decide, at their sole discretion, which solicitations to respond to and the interactions with Clients. The Company is not involved in the execution of the Services and therefore the exchanges between Experts and Clients. The Company will in no way be responsible for the acts or omissions of the Experts, the content and quality of the Services, or the ability of the Experts to meet the Clients’ needs.
In any case, the total liability of the Company is limited, for the entire duration of the Contract, to the amount of ten thousand euros (€10,000).
ARTICLE 7 – CONFIDENTIALITY
Experts commit to keeping confidential all information exchanged during Consultations with Clients. Additionally, the parties agree to maintain the confidentiality of information exchanged between them within the scope of this agreement, including information about Clients. They commit to taking necessary measures with regard to their staff, subcontractors, and suppliers to ensure this confidentiality under their responsibility.
During the term of the Contract and for a period of five (5) years after its termination, and except for information that is public domain or unless otherwise agreed between the parties, the parties commit to maintaining the confidentiality of the aforementioned information and not to disclose it. They also commit to implementing all useful and effective measures to ensure this confidentiality.
ARTICLE 8 – PERSONAL DATA PROTECTION
The parties act as separate data controllers. It is noted that in the context of using the Platform and providing the Services, the Expert must necessarily provide certain personal information: name, first name, email address, phone number, nationality, location, gender, academic background, professional background, hourly rate. In this respect, the parties guarantee the processing of personal data they receive from the other party in compliance with the rights and obligations arising from the French Data Protection Act No. 78-17 of January 6, 1978, as amended (the “Data Protection Act”), and the General Data Protection Regulation (GDPR). The Expert expressly consents to the processing of their data by the Company within the scope of their business relationship related to the use of the Platform and the provision of Services. Only the information displayed on expert public profile on the platform (name, nationality, location, background info, etc.) will be accessible by Clients or any other third party authorized by the Company, including its agents, partners, subcontractors, and representatives. This information is recorded and stored in a computer file and kept for a period of three (3) years from the closure of the Expert’s account. This data is integrated into the Company’s client files. The Company may also contact the Expert for event invitations, commercial offers, and surveys. In accordance with the Data Protection Act and the GDPR, the Expert has the right to access, rectify, and delete personal data concerning them. To exercise this right, the Expert should contact the Company by email at hello@entourage.africa. The Company’s personal data protection policy is accessible here.
ARTICLE 9 – INTELLECTUAL PROPERTY
All trademarks, distinctive brand elements, domain names, photographs, texts, comments, illustrations, animated or non-animated images, video sequences, sounds, and all computer elements that may be used to operate the Platform and generally all elements reproduced or used on the Platform are protected by current intellectual property laws.
They are the full and complete property of the Company and/or its partners. Any reproduction, representation, use, or adaptation, in any form whatsoever, of all or part of these elements, including computer applications, without the prior written consent of the Company, is strictly prohibited. The fact that the Company does not initiate proceedings upon becoming aware of such unauthorized uses does not constitute acceptance of said uses and waiver of legal action.
ARTICLE 10 – LINKS TO OTHER SITES – COOKIES - NEWSLETTER
The Platform may contain links to third-party websites. Linked sites are not under the control of the Company, which is not responsible for their content or any technical issues and/or security breaches arising from a hyperlink posted with or without the formal consent of the latter.
It is the Expert’s responsibility to make any necessary or appropriate verifications before proceeding with any transaction with any of these third parties.
When consulting the Platform, information may be recorded in “cookies” files installed on the Expert’s computer, tablet, or mobile phone.
ARTICLE 11 – FORCE MAJEURE
The Company’s liability cannot be engaged if the non-execution or delay in the execution of any of its obligations described in these T&Cs results from a force majeure event. Force majeure in contractual matters occurs when an event beyond the control of the debtor, which could not have been reasonably foreseen at the time of the Contract’s conclusion and whose effects cannot be avoided by appropriate measures, prevents the execution of its obligation by the debtor. If the impediment is temporary, the execution of the obligation is suspended unless the resulting delay justifies the termination of these T&Cs. If the impediment is permanent, the T&Cs are terminated by operation of law, and the Parties are released from their obligations under the conditions provided by law. In the event of the occurrence of one of the aforementioned events, the Company will endeavor to inform the Expert as soon as possible.
ARTICLE 12 – TERM AND TERMINATION
The Contract is concluded for an indefinite period from the Expert’s acceptance of the T&Cs. If the Expert does not comply with these T&Cs and/or commits any violation of the laws and regulations in force, the Company is entitled to temporarily suspend or close the Expert’s account automatically and by operation of law and to deny them future access to all or part of the Services, without prejudice to any damages the Company may claim. If any clause of the Contract is declared null and void due to a change in legislation, regulation, or court decision, the validity of these T&Cs will not be affected. If the Company does not exercise the rights recognized under the texts or the T&Cs, this does not constitute a waiver of those rights. In any case, the Contract may be terminated by either party at any time by email with acknowledgment of receipt, subject to thirty (30) calendar days’ notice. Termination must be notified by the Expert to the Company at the following email address: hello@entourage.africa. Termination must be notified by the Company to the Expert at the contact email address provided at the time of registration. In the event of termination, the Expert must submit to the Company a final invoice, taking into account the Services actually provided up to the effective date of termination of the Contract.
ARTICLE 13 – ENTIRETY
The parties acknowledge that these T&Cs constitute the entire agreement between them and supersede any prior written or verbal offer, provision, or agreement. If any stipulation of these T&Cs is found to be null and void under a rule of law in force or a final court decision, it will be deemed unwritten, without affecting the validity of the general terms and conditions or altering the validity of its other provisions.
ARTICLE 14 – WAIVER
The fact that one party does not demand the application of any clause of these general conditions or acquiesces to its non-execution, whether permanently or temporarily, cannot be interpreted as a waiver by that party of the rights arising from said clause.
ARTICLE 15 – AMENDMENT OF THE GENERAL CONDITIONS
These T&Cs may be amended at any time by the Company. The Expert acknowledges being subject to the terms and conditions in effect at the time of using the Platform and accepting them.
ARTICLE 16 – DISPUTES – COMPETENT JURISDICTION
It is expressly understood that any dispute related to the use of the Platform or the execution, interpretation, or validity of these T&Cs will be subject to French law and the jurisdiction of the Commercial Court of Paris.
In the event of a dispute, the Expert agrees to contact the Company as a priority to attempt to resolve amicably any dispute that may arise between the parties.
ARTICLE 17 – CUSTOMER SERVICE
For any information needs regarding the Platform and the execution of these T&Cs, the Expert can contact the Company by sending an email to: hello@entourage.africa.
