Terms and Conditions

1. Definitions

Under these Terms and Conditions, the terms below are defined as follows:

• Wisepops - Wisepops, a simplified joint stock company whose registered office is located at 87 Boulevard Suchet 75016 Paris, and registered with the Paris Trade and Companies Register under number 792 748 477.

• User - A natural or legal person who has agreed to the present Terms and Conditions - insofar as the natural person is registered as an individual entrepreneur - and is using the Services during the 14-day trial period.

• Subscriber - A natural or legal person who has agreed to the present Terms and Conditions - insofar as the natural person is registered as an individual entrepreneur - and has signed up for a paid subscription.

• Services - Digital content [particularly in the form of pop-ups (banner or window), WISP notifications (icon or drawer hidden or revealed at the Subscriber's request), bars or embeds], which is distributed by Wisepops on the User/Subscriber's website. Each of these digital content displays information such as text, images, sounds, videos, photographs, hypertext links and forms, defined by the User/Subscriber under its exclusive responsibility.

• Order Form - the order of Services as agreed between the Parties, which complete the Terms and Conditions as the case may be. The Order Form is part of the Terms and Conditions and defines the subscription and support plans.

• Personal account - Online personal space containing the User/Subscriber's personal data collected for the purpose of its registration as well as subscription details.

• Party(ies) - Independently or together, the User/Subscriber and/or Wisepops.

2. Purpose

The purpose of these Terms and Conditions is to define the reciprocal rights and obligations of the User/Subscriber and Wisepops in the context of the use of the website www.wisepops.com and the provision of the Services. As such, these Terms and Conditions refer both to the Terms of Use of the website and to the Terms of Service for the provision of the Services.

By using the website and/or signing up to a paid subscription, you expressly acknowledge that you have read and understood, and agreed to be bound by all these Terms and Conditions.

3. Account creation

In order to use the Services, the User/Subscriber must create an account on the website, by:

• Entering a valid email address;

• Activating the secured log-in link “Create account” received by email;

• Following instructions to finalize the registration.

The User/Subscriber also has the option to log-in with its Google account.

4. Duration

Any subscription takes effect at the date of its payment and for an initial duration specified on the dedicated website page (https://wisepops.com/pricing/).

The subscription is monthly or annual, and tacitly renewable.

5. Financial conditions

5.1. User account

Wisepops offers any User a free 14-day trial period without the User having to provide its payment information. Following the 14-day trial period, the User must sign up for a paid subscription in order to continue using its Wisepops account.

As soon as a User signs up for a paid subscription, its User account is automatically turned into a Subscriber account.

5.2. Subscriber account

Unless otherwise provided between the Parties, the description of the Services and pricing details are specified on the dedicated website page (https://wisepops.com/pricing/).

The price is determined based on the number of pages of the User/Subscriber's website that are visited per month (monthly pageviews), and not based on the number of views of and/or clicks on the pop-ups or notifications. Beyond that number of pageviews, and subject to the paragraph below, the pop-ups or notifications are blocked until the following month, and the User/Subscriber is alerted by email and on its Personal account.

The pageview count begins on the first day of each month and ends on the last day of that month, it being specified that for the first month invoiced, the number of pageviews and the amount of the subscription shall be prorated based on the payment date.

The payment for the subscription is due even in case of non-exploitation of the pop-ups or notifications.

For each subscription, it is up to the Subscriber to integrate its subscription code into the source code of each of its website pages.

Each subscription plan includes a monthly pageview allowance and a number of domains set out in the applicable Order Form or plan description.

Where a Subscriber exceeds its monthly pageview allowance, the following applies:

1. Extra pageviews. The extra-pageview option can be enabled by default upon subscription when applicable. Where enabled, additional pageviews are billed at 1.5 times the per-pageview rate of the Subscriber's base plan, up to the usage threshold selected by the Subscriber in its account settings (by default, 50% of the base allowance, so that total charges for that month do not exceed 1.75 times the base plan fee). Available pageview credits are applied before any extra pageviews are billed. The Subscriber may change or disable this option and threshold at any time in its account settings at no extra cost.

2. Extra domains. The Subscriber may add extra domains to their account, which may incur extra costs depending on the subscribed plan, according to the Order Form or plan description.

(b) Upgrade. The Subscriber may upgrade its plan and purchase additional pageviews capacity at any time by contacting the Wisepops team through the Support Chat or support@wisepops.com.

(c) Suspension. If the extra-pageview option is disabled and the Subscriber does not upgrade, the display of campaigns is automatically suspended for the remainder of the monthly cycle and resumes at the start of the next cycle.

5.3. Payment

All prices are determined before taxes. The applicable VAT rate shall be that in effect on the subscription date.

All payments owed to Wisepops are to be made by electronic payment via a valid bank card. Each payment is the subject of an invoice provided to the Subscriber's Personal account.

In the event of non-payment on the due date, Wisepops may apply by operation of law and without prior notice late payment penalties, calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, as well as a minimum compensation of forty (40) euros for recovery costs.

The absence of payment shall result in the immediate deactivation of the Subscriber's account.

5.4. Price revision

Wisepops may revise the subscription fees no more than once per twelve (12) month period per subscription (a “Price Revision”), the amount of which is determined by Wisepops and notified to the Subscriber by email. A notice is validly given if sent from any “@wisepops.com” email address to the Subscriber's registered contact email.

(a) Annual subscriptions. A Price Revision takes effect at the next renewal (anniversary) date, on at least ninety (90) days' prior email notice - that is, before the two (2) month termination deadline in §6.1 - so that, if the Subscriber does not accept it, the Subscriber may terminate under §6.1 with effect at the end of the then-current term, at no penalty. Failing termination within that period, the revised fees apply from the renewal.

(b) Monthly subscriptions. A Price Revision takes effect on a date determined by Wisepops, provided that no Subscriber is subject to more than one Price Revision in any twelve (12) month period, on at least thirty (30) days' prior email notice. As a monthly subscription may be terminated at any time under §6.1, the Subscriber may terminate before the revised fees apply; continued use after that date constitutes acceptance.

6. Termination

6.1. Termination by the Subscriber

The monthly subscription may be terminated at any time. The annual subscription must be terminated two months before the anniversary date of its renewal, failing which the subscription is considered to be tacitly renewed.

Any payment for a subscription period already begun is due and no refund can be made.

6.2. Termination by Wisepops

In case of violation of these Terms and Conditions, Wisepops reserves the right to immediately suspend the Services and/or even permanently close, after a 15-day prior written notice remained without effect and as of right, the User/Subscriber's account, without prejudice to any claim for damages. 

7. Obligations of the Subscriber

7.1. Prerequisite

The User/Subscriber undertakes to use the website and the Services in good faith, in an exclusively professional purpose as a legal person or a natural person registered as an individual entrepreneur.

The User/Subscriber certifies that it possesses all the titles, certifications and other authorizations required in the jurisdiction of the State from which it uses the Services in order to carry out its activity.

The User/Subscriber undertakes to inform Wisepops immediately of the cessation of its professional activity and/or registration, whatever the cause.

Finally, the User/Subscriber undertakes not to use the Services with the aim of hindering their proper functioning.

7.2. Access to the Services

The User/Subscriber is solely responsible for the communication or disclosure of its log-in information, so that any connection to the User/Subscriber's account is presumed to come from the latter.

The User/Subscriber undertakes to notify Wisepops as soon as possible of any breach of the confidentiality, integrity or availability of its log-in information, as well as any unauthorized use, at the following address: legal@wisepops.com.

7.3. Content

The User/Subscriber is solely responsible for the definition of the content (to be displayed by the Services), and their publication on its website.

In the context of its use of the Services, the User/Subscriber undertakes not to publish or solicit the publication of content that is contrary to the laws or regulations, to ethics, or to public order and morality of the State in which the Services are used, or that calls into question the interests and reputation of Wisepops.

In particular, the following are prohibited:

• Content that is abusive or defamatory, discriminatory, sexual, obscene or pornographic, or otherwise prohibited by law.

• Content that constitutes a threat, harassment or incitement to hatred or violence, or content that is inappropriate or offensive.

• Content of a political or religious nature.

Finally, the User/Subscriber undertakes not to distribute or solicit the distribution of illicit copies of elements protected by intellectual property law, image rights or the right to privacy.

8. Obligations of Wisepops

8.1. Technical access

In no event may Wisepops guarantee operation without interruption or error. In particular, momentary interruptions due to maintenance, updates, or technical improvements are likely to occur without Wisepops's liability being able to be sought in this respect.

To the extent possible, Wisepops shall inform Users/Subscribers prior to a maintenance or update.

Similarly, in no event may Wisepops's liability be sought in case of: malfunction, impossibility of access, poor conditions for the use of the Services attributable to unsuitable equipment, disruptions attributable to the User/Subscriber's host or service provider, congestion in the Internet network, and/or for any other reason outside of Wisepops's control, particularly in case of force majeure.

Wisepops may not be held liable for graphical or typographical errors.

8.2. Access to User/Subscriber account

In no event may Wisepops be held liable for the abusive use, loss, or theft of User/Subscriber's log-in information.

Similarly, in no event may Wisepops liability be sought in case of fraudulent access to the User/Subscriber's account.

8.3. Content

Wisepops neither verifies nor checks content defined by the User/Subscriber prior to its publication on User/Subscriber's website. As such, Wisepops' intervention is limited to the distribution of the Services.

Consequently, in no event may Wisepops be held liable for content defined by the User/Subscriber (to be displayed by the Services), and their publication on its website.

8.4. Service levels

“Business hours” means 09:00 to 18:00 Central European Time (CET/CEST), Monday to Friday, excluding public holidays in France. First-response times are measured during business hours only and pause outside them. Request shall be sent to Wisepops support by email, support chat, or Slack channel and shall describe the default with any details. The times are measured from the receipt of a complete request by Wisepops support.

Support targets. The Subscriber has chosen a level of support in the subscription plan. Wisepops will use reasonable efforts to provide the target first-response times set out in the table below for the Subscriber's plan. “First response” means an initial substantive reply, and not resolution.

Severity: P1 = service down; P2 = major feature broken with no workaround; P3 = minor issue with a workaround; P4 = question or cosmetic.

Platform availability. Wisepops targets a monthly availability of the Wisepops platform of 99.9%, measured across all Subscribers (and not per account) by Wisepops' status monitoring published at https://status.wisepops.com. Availability is the same for all Subscribers and is provided on a reasonable-efforts basis; the exclusions in §8.1 apply.

Sole remedy. The above are service targets, and not guarantees. Unless otherwise agreed in an Order Form, a failure to meet any target does not entitle the Subscriber to any service credit, refund or right of termination. The Subscriber's sole and exclusive remedy is Wisepops' continued reasonable efforts and, for scheduled deliverables (audits, strategy calls and campaign builds), rescheduling or make-good delivery.

8.5. Programmatic and AI access (MCP)

Wisepops may make available, from time to time and at its sole discretion, programmatic or AI-assisted access to certain data and features (including any “MCP” or similar interface). Any such access is provided on an “as is” and “as available” basis, may be limited, modified, suspended or withdrawn at any time without notice, carries no availability, performance or continuity commitment, and is excluded from any service level. Additional terms and costs may apply.

8.6. Plan deliverables

The onboarding, campaign-build and customer-success deliverables associated with each plan are set out in the applicable Order Form or plan description and are provided as targets on a reasonable-efforts basis, subject to fair use. For the Fully Managed plan, campaign builds are unlimited within the scope agreed with the Subscriber in the Order Form. Unused deliverables do not roll over, and a missed deliverable is remedied by rescheduling or make-good delivery only, with no cash refund. Wisepops may agree different volumes with a Subscriber in an Order Form.

8.7. Customer success, design and consultancy services

This clause applies to customer-success, design, strategy and audit services, and to any calls, reviews or consultancy Wisepops provides (together, the "Advisory Services").

(a) Advisory only. The Advisory Services are advisory in nature. All recommendations, strategies, campaign designs, audits and other deliverables are provided for the Subscriber's consideration only. The Subscriber retains sole decision-making authority and is solely responsible for deciding whether and how to implement any recommendation. Wisepops shall not be liable for the Subscriber's strategies, campaigns, configurations or results, whether or not based on Wisepops' recommendations.

(b) Customer approval. Where the Subscriber reviews, approves or accepts any deliverable, design or configuration, Wisepops shall not be liable for any error, omission or consequence arising from what the Subscriber has approved.

(c) No guaranteed outcome. Wisepops gives no guarantee as to any specific result, performance, conversion, revenue or other outcome from the Advisory Services.

(d) Reliance on Subscriber information. The Advisory Services are based on the information, data and access provided by the Subscriber. Wisepops is not liable where a recommendation is affected by information that is inaccurate, incomplete or not disclosed by the Subscriber.

(e) Language. Calls and sessions are conducted primarily in English. Where the Subscriber requests another language, Wisepops will use reasonable efforts to accommodate the request, and additional costs may apply.

(f) Scheduling and missed sessions. Calls, audits and sessions are scheduled subject to the Parties' mutual availability. Wisepops is not liable for any session, call or audit that the Subscriber declines, cancels, reschedules or does not attend, and any such session is not carried over or refunded.

(g) No legal, financial or regulatory advice. The Advisory Services relate to onsite marketing, CRM and campaign matters only, and do not constitute legal, tax, financial, data-protection or other regulated advice; the Subscriber remains responsible for its own compliance.

(h) Scope and remedy. The Advisory Services are provided subject to the plan deliverables in §8.6, the service-level terms and sole remedy in §8.4, and the limitation of liability in §9.

8.8. Campaign scope and change control

This clause applies to campaigns built by Wisepops under a plan or Order Form (see §8.6).

(a) Agreed brief. Before a campaign is built, the Parties shall agree its objective, brief and key parameters (the "Campaign Brief"). The Subscriber is responsible for providing complete and final requirements, and for approving the Campaign Brief before work begins.

(b) One build per campaign. Each campaign included in the Subscriber's plan or Order Form corresponds to one build against the applicable allowance. Included builds cover up to two (2) rounds of revisions per campaign, provided the revisions remain within the agreed Campaign Brief.

(c) Change of objective or scope. Any change to a campaign's objective, scope or Campaign Brief after approval - including a change of goal - is treated as a new campaign and consumes an additional build from the Subscriber's allowance. Where no build remains in the allowance, the change is subject to Wisepops' standard build rate or a further Order Form. Wisepops is under no obligation to carry out repeated or continuous modifications beyond the included revisions.

(d) Revision window. Revision requests within the agreed Campaign Brief must be submitted within five (5) business days of delivery of the campaign. After that period, or once the campaign is published, the campaign is deemed accepted.

(e) Relationship to other terms. This clause is subject to the plan deliverables in §8.6, the advisory terms and sole remedy in §8.4 and §8.7, and the limitation of liability in §9.

9. Liability

9.1. User/Subscriber's liability

The User/Subscriber is solely liable for the Services that it defines and publishes. As such, the User/Subscriber is regarded as the director of publication within the meaning of Law n°82-652 of 29 July 1982, and as content publisher within the meaning of Law n°2004-575 of 21 June 2004.

9.2. Wisepops' liability

In no event may Wisepops be held liable for indirect damages of any kind, such as, but not limited to, financial, commercial or customer loss, business disruption, loss of anticipated profits or savings, loss of image or loss of data. This exclusion of liability for indirect damages also applies in the event of a third party action.

In no event shall Wisepops' aggregate liability for direct damages arising out of a breach of any of its obligations under these Terms and Conditions exceed the total fees (excluding tax) actually paid by the Subscriber to Wisepops for the Service giving rise to the dispute during the six (6) months preceding the first incident. In no event shall Wisepops' liability for direct damages be sought beyond a period of 2 months following the occurrence of the first incident giving rise to liability. This limitation of liability for direct damages also applies in the event of a third party action. Any make-good or other remedy provided under a service level is included within, and does not increase, this limit.

10. Intellectual Property

10.1. Warranty against infringement of intellectual property rights

The User/Subscriber guarantees to Wisepops that it holds all rights, titles and authorizations on the intellectual property rights related to the content of the Services published on its website, and that it respects the image rights of third parties.

In this respect, the User/Subscriber guarantees Wisepops against any action by third parties concerning the infringement of intellectual property rights related to the Services, and to take full responsibility for any damages, indemnities and fees that Wisepops may be held to pay as a result.

10.2. Wisepops' website, trademarks, trade names and logos

Wisepops is the owner of all intellectual property rights related to its website (including, without limitation, its structure, content, databases, graphics and images) as well those related to its trademarks, trade names and logos. Any use or exploitation (including for purposes of reproduction or representation) in whole or in part of these elements is strictly forbidden.

In particular, it is completely forbidden to make a qualitatively or quantitatively substantial extract of the databases placed online on the website.

10.3. User/Subscriber's trademarks, trade names and logos

The User/Subscriber expressly grants Wisepops the right to use its trademarks, trade names and logos for client reference.

11. Personal Data

11.1. Wisepops as a data controller

As a data controller, Wisepops is collecting and processing Users/Subscribers' personal data in accordance with Wisepops' Privacy Policy.

11.2. Wisepops as a data processor

As a data processor, Wisepops engages in data processing under Users/Subscribers' instructions, in accordance with Wisepops' data processing agreement (DPA).

12. General

12.1. No waiver

The failure of either Party to enforce any rights or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of prior or future breaches.

12.2. Modifications

Wisepops may modify these Terms and Conditions.

Where applicable, substantial modifications shall be notified to the User/Subscriber by email within a reasonable period of time prior to their entry into force.

By continuing to use the Services after the changes have come into effect, the User/Subscriber will be deemed to have accepted them.

Any change in contact information of either Party must be duly notified to the other Party. Failing that, any such changes will be deemed unenforceable.

12.3. Good faith

Throughout the duration of these Terms and Conditions, the Parties undertake to act in good faith with regard to their mutual rights and obligations. In this regard, each Party undertakes to inform the other without delay of any difficulty it may encounter in the performance of these Terms and Conditions.

12.4. Severability

Should any provision of these Terms and Conditions be declared null and void or inapplicable by a judicial or administrative authority of any State, such provision shall be ineffective only in such State and only to the extent that it raises a difficulty, the other provisions retaining their full force and scope.

If necessary, the Parties will seek in good faith an equivalent provision.

12.5. Assignment

Wisepops retains the right to assign these Terms and Conditions to any third party of its choice at any time. Where applicable, the assignment shall be made enforceable to the User/Subscriber upon the notification made to it by the third party assignee.

12.6. Reversibility

The Users/Subscribers have access to personal data as and when collected through the Services for each campaign. As a consequence, no data needs to be transferred to the Users/Subscribers at the end of the Terms and Conditions and the provision of the European Regulation 2023/2854 (Data Act) shall not apply.

13. Dispute settlement

13.1. Applicable law

These Terms and Conditions are governed by French law.

13.2. Jurisdiction

In the event that a dispute arises out of the validity, interpretation or performance of these Terms and Conditions, the more diligent Party shall send the other a registered letter with acknowledgement of receipt, in order to seek an amicable settlement.

In the absence of an amicable settlement within 90 days from the date of the first presentation of the registered letter with acknowledgement of receipt referred to in this Article, the dispute will be brought before the courts of the Paris Court of Appeal (France), which shall have exclusive jurisdiction.

14. Contact

Wisepops SAS

87 Boulevard Suchet 75016 Paris

support@wisepops.com

R.C.S. (Trade and Companies Register) Paris N°792 748 477