Version of 26.07.2022

RECITALS

The purpose of these general terms and conditions of use (“GTCU”) is to define the conditions under which LENGOW SAS – located at 6 rue René Viviani 44200 Nantes France – on its behalf and that of its AFFILIATED COMPANIES referred to below (hereinafter together “LENGOW”) undertakes to make available to the CLIENT (the “CLIENT”), the LENGOW SOLUTION as defined below as well as the services associated with it and the conditions, including financial, under which the CLIENT can access and benefit from it.

To use the LENGOW SOLUTION, the CLIENT must accept the GTCU that form an integral part of the AGREEMENT that it enters into with LENGOW. This acceptance comes into effect when the Special Terms and Conditions of Use for the LENGOW SOLUTION are signed. In the event that the CLIENT wishes to negotiate a term of the GTCU, this negotiation will take effect by adding derogation conditions to the AGREEMENT. Its continued use by the CLIENT shall be deemed a tacit acceptance of the GTCU.

SECTION I. DEFINITIONS

For the purposes of these GTCU, the following words and expressions shall have the meanings given to them in the definitions below:

CLIENT: The advertiser or seller publishing an electronic communication digital service (or a service provider acting on its behalf) whose purpose is to market and/or promote products or services, and that uses the LENGOW SOLUTION in the context of its relations with DISTRIBUTORS.

APP(s): (A) third party application(s) available in the LENGOW SOLUTION.

LENGOW ACCOUNT: refers to the administration interface made available to the CLIENT by LENGOW, the CLIENT accessing it by using an identifier and a password in order to manage the LENGOW SOLUTION for its own needs and to facilitate its exchanges with the LENGOW teams.

MARKETING CAMPAIGNS: An occasional or ongoing partnership operation organised by the CLIENT with DISTRIBUTORS selected by the latter for the purpose of distributing and/or promoting the CLIENT’s PRODUCTS on the DISTRIBUTORS’ online services.

MARKETING ACQUISITION CHANNEL: Online service allowing CLIENTS to advertise and/or promote their PRODUCTS; a MARKETING ACQUISITION CHANNEL may, without this list being exhaustive, be a price comparison site, affiliate site, online search engine, social network, etc., but may not be a MARKETPLACE.

PRODUCT CATALOGUES/SOURCE FEED: Set of PRODUCT data that are provided by the CLIENT to LENGOW (e.g. PRODUCT code, text, description, image, PRODUCT visuals, etc.) in any digital format compatible with the LENGOW SOLUTION as specified at the following URL address: https://help.lengow.com/hc/fr. This CATALOGUE contains all or some of the PRODUCTS advertised on the CLIENT’s service.

AGREEMENT-SOLUTION: means all the contractual documents validated between the CLIENT and LENGOW, in writing or according to an online process, to supervise the use of the LENGOW SOLUTION by the CLIENT and which are composed of the GTCU, the STCU, the PROJECT PLAN, the PSA and their appendices and amendments.

STCU (or Special Terms and Conditions of Use): refers to the contractual document signed manually or electronically between the CLIENT and LENGOW which includes the terms and conditions specific to the OFFER/PACKAGE subscribed by the CLIENT and which specifies and/or supplements these GTCU. 

DISTRIBUTOR: a MARKETPLACE or a MARKETING ACQUISITION CHANNEL, partner of LENGOW. 

DOCUMENTATION: refers to all the information documents, in paper or electronic version, provided by LENGOW and relating to the technical integration, configuration and use of the SOLUTION.

GMV (“Gross Merchandise Value”): Gross value of PRODUCTS sold by the CLIENT on all MARKETPLACES selected by the CLIENT using the LENGOW SOLUTION during the period of time agreed between the PARTIES in the STCU. The GMV is calculated from the sales price excluding tax of orders with the status “accepted” by the CLIENT at the time of the raising of the said GMV, after deduction of promotions and discounts actually provided for in the CATALOGUE, defined by the CLIENT, and excluding the costs of transport, commission and/or processing of MARKETPLACES. However, these deductions and exclusions may only be carried out by LENGOW if these amounts are provided by the MARKETPLACE, which the CLIENT expressly acknowledges and accepts. Currency is converted according to the latest up-to-date CSV file available from the European Central Bank.   

OPTIMIZED FEED/OPTIMIZED CATALOGUE: All the data enriched and created at the end of the OPTIMIZATION procedure carried out by LENGOW and which are made available to the CLIENT via the LENGOW SOLUTION for distribution of the PRODUCTS CATALOGUE to a DISTRIBUTOR. All this data contains all or some of the PRODUCTS from the CLIENT’S PRODUCT CATALOGUES, depending on the options selected by CLIENT.

FUNCTIONALITIES:  

UNIQUE ID: Unique and intangible reference of a PRODUCT listed in the CLIENT’S PRODUCT CATALOGUE. This reference must always remain permanent for the same PRODUCT.

CONFIDENTIAL INFORMATION: refers to any information, in particular commercial, industrial, technical, financial or nominative information, disclosed to one of the Parties by the other Party or of which one of the Parties is aware in connection with the performance of the Agreement. Confidential Information includes, without this list being exhaustive, the existence and content of the Agreement, access codes and passwords, as well as any other data concerning a Party, its representatives or its activities.

INTERNET USER: An individual or legal entity having no contractual relationship with LENGOW and who is connected to the Internet via any fixed or mobile device to perform interactive or non-interactive operations, such as consulting websites or mobile applications, exchanging information or performing legal actions, such as purchasing PRODUCTS sold or supplied by the CLIENT.

MARKETPLACE: Online service published by third parties on which the CLIENT directly markets its products and/or services to INTERNET USERS.

OFFER/PACKAGE: Price agreement between the PARTIES, based on the quantitative aspects (number of PRODUCT CATALOGUES, GMV, etc.) chosen by CLIENT for use of the LENGOW SOLUTION. The OFFER/PACKAGE chosen by the CLIENT, and specified in the STCU, may be a MARKETPLACE OFFER, a MARKETING OFFER, or a combination of the two OFFERS, with the option of benefiting from an advanced set of functionalities and services chosen by the CLIENT. 

MARKETING OFFER: Price agreement between the PARTIES specified in the STCU corresponding to the use of the LENGOW SOLUTION for a distribution of the CLIENT’S PRODUCTS on one or more MARKETING ACQUISITION CHANNELS.

MARKETPLACE OFFER: Price agreement between the PARTIES specified in the STCU corresponding to the use of the LENGOW SOLUTION to distribute and manage orders of the CLIENT’S PRODUCTS on one or more MARKETPLACE(S).

OPTIMIZATION: All the transformation and adaptation services of the CLIENT’s PRODUCTS CATALGOUES carried out by the LENGOW SOLUTION to allow their distribution to DISTRIBUTORS according to the settings of the latter.

PARTY(IES): refers to individually or collectively the CLIENT and/or LENGOW

PRODUCT(S): Each item or service marketed by the CLIENT and corresponding in general to one line of the PRODUCT CATALOGUES; each variant (e.g. colours, size, shoe size, etc.) of the same item or service is a PRODUCT for the purposes of this AGREEMENT. 

PSA CONDITIONS: refers to the agreement relating to additional professional services provided by LENGOW at the request of the CLIENT, subject to subscribing to one or more additional OFFER/PACKAGE(S) in addition to the SOLUTION.  

PROJECT: Refers to what the CLIENT aims to process via the LENGOW SOLUTION. A PROJECT may be either a country, a brand, a PRODUCT CATALOGUES, a shop, or other. The precise definition of the PROJECT(S) included in the AGREEMENT will be specified in the STCU.

PROJECT PLAN: refers to the terms of integrating the PRODUCT CATALOGUES into the SOLUTION that LENGOW and the CLIENT implement, as well as the deliverables, PROJECT milestones, estimated completion schedule, pricing, methodology and/or payment schedules applicable to the implementation of the SOLUTION.

AFFILIATE(S): refers to any entity that directly or indirectly controls, is controlled by, or is under the joint control of LENGOW.

LENGOW PLATFORM / SOLUTION: refers to all the services provided through the IT solution published by LENGOW which is available online. This IT solution, the right of use of which is granted to the CLIENT under the terms of the GTCU, allows the CLIENT to have an autonomous management tool to (i) adapt via OPTIMIZATION the CLIENTS’ PRODUCT CATALOGUES in order to ensure their technical link with DISTRIBUTORS by relaying the CLIENT’s offer on the online service of said DISTRIBUTORS, and (ii) make available to the CLIENT various tools for monitoring and managing its MARKETING CAMPAIGNS. 

STATISTICS: All the anonymous information and data aggregated (sales, prices, products, etc.) by LENGOW and resulting, on the one hand, from the CLIENT’s MARKETING CAMPAIGNS which are conducted with each of the DISTRIBUTORS and, on the other hand, from its PRODUCT CATALOGUES via the LENGOW SOLUTION.

CLIENT SUPPORT: Service available to the CLIENT during the implementation phase of the LENGOW SOLUTION as detailed in the PROJECT PLAN and as part of the use of the LENGOW SOLUTION. This service is available during LENGOW’s working hours and days, by ticket or telephone depending on the OFFER/PACKAGE chosen. CLIENT SUPPORT is separate from the technical support provided in the event of a technical incident of the SOLUTION and as mentioned in the Appendix “LENGOW SOLUTION Service Levels”.  

TRACKING: All services carried out at the request of the CLIENT through the LENGOW SOLUTION and used to measure traffic and monitor operations relating to PRODUCTS on the sites of DISTRIBUTORS, for example to identify the number of views and/or clicks of INTERNET USERS.

USER(S): A natural person (member of, or authorised by, the CLIENT) binding and representing the CLIENT in the use of the LENGOW SOLUTION and under the sole responsibility of the CLIENT (e.g. employee, agent, representative, etc.) who benefits from access to the LENGOW SOLUTION through the LENGOW ACCOUNT from his/her device by means of a personal password, under the terms of the user license contracted by the CLIENT hereunder.

SECTION II. PURPOSE OF THE GTCU

These GTCU set out the terms and conditions under which the CLIENT will use, independently, the LENGOW SOLUTION to perform OPTIMIZATION of its PRODUCTS CATALOGUES, distribute PRODUCTS CATALOGUES on DISTRIBUTORS’ online services and benefit from ESSENTIAL SERVICES.

SECTION III. REPRESENTATIONS

The CLIENT represents that it conducts its business in accordance with all laws applicable to it, in particular the labour and social security laws, the intellectual and industrial property laws, the rules governing computer processing of personal data and, more broadly, all laws and regulations in force.

The CLIENT shall hold LENGOW harmless from any prejudicial consequences that may result from any inaccuracy in the representations above, and shall hold LENGOW harmless from any recourse that may be initiated by third parties in connection with or at the time of the conclusion or performance of the AGREEMENT.

The CLIENT represents that it has received from LENGOW all necessary information concerning the functionalities of the LENGOW SOLUTION, including information on the various options included in the LENGOW SOLUTION that the CLIENT might wish to activate.

The PARTIES always represent to behave towards each other as loyal partners and in good faith and in particular to communicate to each other all necessary and useful information for the use of the LENGOW SOLUTION and to inform each other of any difficulties they may encounter during the performance of the AGREEMENT.

SECTION IV. LENGOW’S OBLIGATIONS

IV.1 LENGOW shall ensure the functioning of the Solution so as to enable the CLIENT to use it in accordance with the terms and conditions of the AGREEMENT.

In this respect, LENGOW undertakes to open private access to the CLIENT and its designated USERS, which the CLIENT will access by means of a login and a password for which it will be the sole beneficiary. The CLIENT will have access to the LENGOW SOLUTION at all times (except for maintenance periods and interruption of access), namely, 24 hours a day, 7 days a week, including Sundays and public holidays.

In the event of the occurrence of a failure affecting the operation of the LENGOW SOLUTION, such as, in particular, the interruption of the telecommunication systems or the interruption of the services of its IT service providers, LENGOW undertakes to alert the CLIENT, without delay, of this occurrence and this interruption in application of Section 12.3 hereof.

The occurrence of the events referred to in the preceding paragraph, except in the event of serious misconduct by LENGOW, will not result in any consequences for the continuation of the AGREEMENT and may not give rise to a financial claim on the part of the CLIENT.

IV.2 If the TRACKING option is activated by the CLIENT, LENGOW shall record and store, using methods of its choice and during the period necessary for the performance of the AGREEMENT, the computer data showing the origin and number of actions (visits, purchases) carried out by INTERNET USERS on the CLIENT’s website from DISTRIBUTORS’ websites.

In the same scenario, LENGOW shall at all times make available online STATISTICS concerning the CLIENT’s MARKETING CAMPAIGN(S), i.e. the number of visits received that originate from each of the CLIENT’s DISTRIBUTOR sites.

IV.3 LENGOW’s commitment under these GTCU constitutes a simple best efforts obligation and not a performance obligation.

SECTION V. CLIENT’S OBLIGATIONS

V.1 In order to allow the performance of the services, subject of the AGREEMENT, the CLIENT undertakes to make available to LENGOW the information and elements (computer files containing hypertext links, data and visuals of PRODUCTS CATALOGUES, etc.) as well as all the elements and information provided for by the STCU and PROJECT PLAN/or in an accurate, precise, up-to-date and complete manner, allowing LENGOW to perform its OPTIMIZATION and TRACKING services. As such, the CLIENT agrees to cooperate in good faith with LENGOW throughout the performance of the AGREEMENT, especially during the phase of setting up the PROJET PLAN following the signing of the AGREEMENT, during which the CLIENT must respond with particular due care to all requests made by LENGOW services. The CLIENT shall use the Solution in accordance with the DOCUMENTATION, the instructions for use issued by LENGOW, the terms of the AGREEMENT and the laws and regulations in force.

V.2 The CLIENT shall also ensure the integrity of the files and other elements that it makes available to LENGOW (in particular the PRODUCT CATALOGUES) and guarantee that such elements and, more generally, any data (text, image, link, etc.) that the CLIENT employs in connection with its use of the LENGOW SOLUTION in no way constitute (i) an infringement of the intellectual property rights of third parties (in particular holders of trademarks, patents or designs and models, authors, designers, photographers, etc.), (ii) harm to individuals (in particular defamation, insults, abuse, etc.) or a breach of privacy, or (iii) a breach of the peace or offence against public decency (in particular, an apology for crimes against humanity, incitement to racial hatred, pornography, etc.).

V.3 The CLIENT, acting alone or with any third party with whom it may choose to work, shall design its MARKETING CAMPAIGNS and, in particular, shall choose the PRODUCTS from its catalogue that it includes in its PRODUCT CATALOGUES and the number and identity of the DISTRIBUTORS for which it requests the creation of OPTIMIZED CATALOGUES.

V.4 The CLIENT shall pay the amounts owed to LENGOW, under the conditions set out in Section 6 below.

V.5 The CLIENT shall inform LENGOW of any change to its website and/or PRODUCT CATALOGUE that may cause the SOLUTION to malfunction, in particular the OPTIMIZATION of these PRODUCT CATALOGUES or TRACKING actions. In particular, the CLIENT is specifically informed that changing the UNIQUE ID for its PRODUCTS will result in the loss of all OPTIMIZATIONS for its PRODUCTS.

In the event of deletion by the CLIENT of all or part of any CATALOGUE(s) during the contractual period, LENGOW reserves the right to permanently delete all the corresponding data from the said CATALOGUE(s) from the 30th (thirtieth) day following the said deletion.

V.6 In the absence of provision by the CLIENT of all the elements and information required by the AGREEMENT or payment of invoices, and without prejudice to the application of Section 11.2, LENGOW reserves the right to suspend the CLIENT’s account until the fulfilment of its obligations by sending prior notification by any written means (a notification by email that may be considered sufficient) to fulfil its obligations within 8 days. In the absence of performance of its obligations within this period, LENGOW may suspend the CLIENT’s access to the LENGOW SOLUTION and without the latter or any third party being able to claim damages.

SECTION VI. FINANCIAL TERMS

VI.1 Amount

The amount of the services invoiced by LENGOW for the use of the LENGOW SOLUTION is fixed in the STCU and depends on the OFFER/PACKAGE subscribed by the CLIENT.

LENGOW sends the CLIENT beforehand an invoice for annual use of the LENGOW SOLUTION for the conditions of the subscribed OFFER/PACKAGE.

The prices of the OFFER/PACKAGE are fixed on the date of signature of the AGREEMENT by the CLIENT; at the end date of the AGREEMENT, if it is renewed, the prices of the OFFER/PACKAGE will be increased by a flat rate of 5% (five percent).

The costs of the implementation, described in the PROJECT PLAN, are determined in the STCU and invoiced in full on the date of signature of the AGREEMENT.

If an additional OFFER/PACKAGE is subscribed during the contractual year, the prices will be prorated.

The invoices is drawn up, upon the signing of the AGREEMENT, on the basis of the OFFER/PACKAGE or the OFFERS subscribed by the CLIENT and decided by the PARTIES.

VI.2 Regulations

The invoices submitted by LENGOW are payable by bank transfer, online payment or direct debit, as chosen by the CLIENT in the settings of its LENGOW ACCOUNT, on the date of signing the AGREEMENT.

Failure to pay invoices when due, issued during the term of the AGREEMENT, may result in the suspension of access to the SOLUTION under the conditions of Section 5.6 of these GTCU, without calling into question their due date. It is specified that the amount invoiced and paid by the CLIENT is non-refundable.

In any case, as of the 15th (fifteenth) day following the due date of the invoice, late payment penalties shall be owed and calculated on the basis of three (3) times the statutory interest rate as well as a fixed indemnity for recovery costs of forty (40) euros.
These billing and payment terms are applicable to any contractual document by which the CLIENT subscribes to different LENGOW services and prevail over any payment terms agreed in any other contractual document.
In all cases, the recovery costs shall be invoiced in full to the CLIENT.

Any charges by the CLIENT’s bank for paying invoices issued by LENGOW (international bank transfer fees, credit card payment fees, etc.) shall be paid by the CLIENT.

SECTION VII. LIABILITY AND WARRANTY

VII.1 For the CLIENT

The CLIENT shall be solely liable for all of its relationships with INTERNET USERS, DISTRIBUTORS and, more broadly, all persons involved in its MARKETING CAMPAIGNS. LENGOW’s role is limited to providing OPTIMIZED FEED. In particular, the CLIENT remains independent and autonomous in its use of the LENGOW SOLUTION. The CLIENT is solely responsible for the performance of all orders by INTERNET USERS on MARKETPLACES, as well as for their shipment, the risk of loss, the maintenance of stock levels of its PRODUCTS, the identification of its PRODUCTS on MARKETPLACES and the supply to LENGOW of any applicable taxes (VAT or other similar tax).

Nevertheless, the CLIENT undertakes that the content of its website and the features of its products, services, terms and conditions of sale, etc., will comply with all applicable laws, in particular laws on advertising and promotion, distance sales, literary and artistic property, and the right of persons to control the disclosure of their name and image, as well as with any customary practices of professionals in its business sector.

VII.2 For LENGOW

LENGOW reserves the right to refuse all or any part of a PRODUCT CATALOGUES or OPTIMIZATION whose content could be detrimental to its image, which the CLIENT expressly acknowledges.

LENGOW shall not be liable for any consequences stemming from a modification, in full or in part, of OPTIMIZATION or TRACKING actions that is due to a change to the CLIENT’s website and/or its PRODUCTS’ UNIQUE ID.

LENGOW warrants that the LENGOW SOLUTION complies with applicable laws and with third-party rights and, in particular, that it does not infringe any third-party intellectual property rights.

LENGOW’s liability in connection with the AGREEMENT shall be strictly limited to direct losses actually sustained and proven by the CLIENT, to the exclusion of all types of indirect loss, such as:

  • Loss of advertising expenditure, lost profits, lost sales, etc.;
  • CLIENT data loss resulting from the use of the SOLUTION (or the inability to use the SOLUTION), the cost of a substitute service, fraudulent use of the SOLUTION or improper transmission of data;
  • Interruptions and failures or malfunctions of the CLIENT’s equipment, the latter being warned of the technical uncertainties of the Internet network and of access interruptions likely to alter the quality and speed of the SOLUTION.

LENGOW shall not be liable in case of the occurrence of one of the events referred to in Section 12.3, or in the event of loss of OPTIMIZATION, loss of TRACKING or a breakdown of the SOLUTION beyond LENGOW’s control. In particular, LENGOW shall not be liable for data concerning transactions that the CLIENT carries out via MARKETPLACES, as these data are collected by the marketplace and transmitted to the LENGOW SOLUTION automatically, without any control or action by LENGOW.

In addition, LENGOW does not accept any liability in the event of damage linked, directly or indirectly, to breaches by the CLIENT, in particular to its obligation to cooperate during implementation operations or other configuration of the SOLUTION.

LENGOW also does not accept any liability in connection with the use by the CLIENT of the various features and/or third-party modules made available free of charge on the LENGOW SOLUTION (such as CMS, PIM, invoicing, etc.); the CLIENT shall be solely liable for activating, using and updating/upgrading those free features and/or third-party modules. Therefore, if the compatibility of those options and/or third-party modules with APIs, connectors, plugins or LENGOW modules is no longer functional, it is the responsibility of the CLIENT to perform the necessary updates/upgrades to restore compatibility. As such, it is specified that the LENGOW SUPPORT SERVICE, does not support any requests from the CLIENT relating to obsolete versions of various options and/or third-party modules.

In any case, LENGOW’s liability under the AGREEMENT is limited, by way of a compensation ceiling, to the sums paid by the CLIENT during the last six (6) months for the OFFER/PACKAGE subscribed to by the CLIENT, for all the damage suffered by the CLIENT and for all losses taken together.

SECTION VIII. EVIDENCE AND BURDEN OF PROOF

Due to the purely computerized nature of LENGOW’s services, the Parties agree that the CLIENT shall not require LENGOW to provide evidence of the performance of its services other than the transaction recordings (and recordings of their characteristics including date, price, etc.) made by the SOLUTION. Such recordings shall constitute binding proof of the reality of the volumes and actions that occurred in connection with the CLIENT’s MARKETING CAMPAIGN(S), until proved otherwise, with the burden of proof being on the latter.

SECTION IX. INTELLECTUAL PROPERTY AND LICENCE TO USE

IX.1 Each of the Parties retains all of its intellectual property rights to its own data, the AGREEMENT not effecting any transfer of ownership. Therefore, each PARTY undertakes to respect all the information, concepts, formulae, texts and images of the other PARTY protected by an intellectual and/or industrial property right, as well as confidentiality clauses that have been brought to its attention.

IX.2 The CLIENT nevertheless authorises LENGOW in the context of the performance of the AGREEMENT (i) to collect and use the STATISTICS of its MARKETING CAMPAIGNS which are necessary for the operation of all the services of the LENGOW SOLUTION and (ii) to reproduce and display the visuals and the description of its PRODUCTS as resulting from the PRODUCT CATALOGUES.
The CLIENT also authorises LENGOW to use the CLIENT’s name, logo and/or brand on its websites or in the context of its marketing, commercial and/or institutional communication activities, it being specified that LENGOW will comply with any directives that the CLIENT may send to it concerning the terms of use of its name, logo and/or brand.

IX.3 In connection with the performance of the obligations imposed on LENGOW pursuant to the AGREEMENT, the CLIENT grants LENGOW, for the term of the AGREEMENT, the authorisation to reproduce the CLIENT’s registered trademark on all written, visual, IT or sound media necessary to perform the AGREEMENT and to operate all the services of the LENGOW SOLUTION.

IX.4 Without prejudice to the foregoing, neither PARTY shall use the name or image of the other PARTY’s trademark for any other purpose without the prior written consent of the other PARTY.
IX.5 More broadly, LENGOW shall not engage in any act that may directly or indirectly cause damage to such trademark. LENGOW shall not make any use of said trademark after the expiry of the AGREEMENT, regardless of the cause.

IX.6 Licence for the LENGOW SOLUTION. The LENGOW Solution, a MARKETING CAMPAIGN management tool, is the property of LENGOW. The CLIENT acknowledges that it is merely a temporary user during the term of the AGREEMENT. Therefore, the CLIENT consents and agrees that:

  • The content, programs or other, which are made available by LENGOW, are protected and are the exclusive property of LENGOW;
  • It is only authorised to use the LENGOW SOLUTION in strict compliance with the AGREEMENT and it may not in any way copy, reproduce, transmit, distribute or create derivative works of the LENGOW SOLUTION without the prior, express and written authorisation of LENGOW;
  • It may not resell or rent, free of charge or for a fee, the use or access to the LENGOW SOLUTION, except in the event of contractual provisions to the contrary expressly accepted by LENGOW.
  • It shall not divert, for its own benefit or the benefit of any third party, the concept or any other element of the LENGOW SOLUTION.

IX.7 For the sole purpose of benefiting from the SOLUTION, the CLIENT is granted a non-exclusive and non-transferable right, not subject to the right to sub-license, for the sole term of the AGREEMENT corresponding to each of the subscribed OFFERS and for the sole needs of the CLIENT and the persons under its responsibility:

  • To use the SOLUTION in strict compliance with the DOCUMENTATION and the terms of the AGREEMENT;
  • To make copies of the DOCUMENTATION only within the limit of what is necessary for the proper use of the SOLUTION in strict compliance with the terms of the AGREEMENT.

IX.8 The CLIENT undertakes to inform LENGOW immediately in writing of any claim or action by an existing or imminent third party and of any current or imminent loss caused by a third party to LENGOW’s intellectual property rights to the SOLUTION of which the CLIENT is aware.

SECTION X. PERSONAL DATA

X.1 Processing of personal data by LENGOW.

In performing its obligations under the AGREEMENT, LENGOW collects and processes personal data (as defined in Article 4.1 of the European data protection regulation 2016/279, also known as the “GDPR”) concerning the CLIENT and the CLIENT’s employees and/or executives for the purpose of managing the contractual relationship (the “Personal Data”). Against this background, LENGOW shall carry out and manage, in its capacity as data controller, Personal Data processing in compliance with applicable regulations, for the purpose of managing the CLIENT relationship (including managing the AGREEMENT, orders, delivery, invoices, accounts and monitoring the contractual relationship) and, more generally, managing operations so that it can communicate with the CLIENT. The data collected are limited to professional information collected during the negotiation, conclusion and performance of the AGREEMENT (names of contact persons, roles, contact details).

Processing implemented in this context is based on needs relating to the proper performance of the contractual relationship by LENGOW and compliance with its legal obligations. The Personal Data and the entire file associated with the CLIENT shall be stored for the entire term of the contractual relationship and for the applicable limitation period.

As required by applicable regulations, the CLIENT and/or the CLIENT’s employees and executives shall have the right to access, correct and erase their Personal Data, the right to restrict processing and a right to object to the processing of their Data. Data subjects will also be able to exercise their right to portability in order to obtain a copy of their personal data in a structured, machine-readable and usable format, so that the latter can be forwarded to a third party, if this request is eligible.

To exercise these rights, the CLIENT may send a request by post to LENGOW, Data Protection Officer, 6 rue René Viviani – 44200 NANTES. Data subjects also have the right to lodge a complaint with a supervisory authority and may also define general or specific instructions on what will happen to their data in the event of death. Specific guidelines can be registered with LENGOW or a digital trusted third party certified by the French data protection agency (CNIL). These guidelines may be changed or deleted at any time.

The CLIENT undertakes to inform its staff who work with LENGOW of the provisions of this section, the content of which is also accessible at the following address: XXXX.

X.2 Processing by LENGOW on behalf of the CLIENT.

On the occasion of the performance of the services under the AGREEMENT, the Service Provider is required to process the personal data of the CLIENT’s end INTERNET USERS. As such, LENGOW, acting as a subcontractor, and the CLIENT, acting as a data controller, within the meaning of the European General Data Protection Regulation No. 2016/679 (“GDPR”) the processing of personal data implemented in the context of the services related to the subscribed OFFERS will be strictly subject to the CLIENT’s instructions and the parties agree and undertake to comply with the “Agreement on the protection of personal data” set out in the Appendix of the GTCU and the provisions of which are in accordance with Article 28 of the GDPR.

SECTION XI. TERM OF THE AGREEMENT – NON-RENEWAL – TERMINATION

XI.1 Term – Termination

The AGREEMENT takes effect on the date of its signature, for the term indicated in the OFFER/PACKAGE appearing in the STCU. The subscription, during the AGREEMENT, of an additional OFFER/PACKAGE to the one originally subscribed shall not modify the duration or term of the AGREEMENT.

At the end of that initial term, the AGREEMENT shall be renewable automatically for new successive periods of the same duration, save where it is terminated by either Party by registered letter with acknowledgement of receipt, or any other method that evidences receipt by the other PARTY, no later than 60 (sixty) days before the end of the contractual period in progress.

The termination may be carried out for all the OFFERS in force on the date of the termination, or for some of them.

Neither Party shall be entitled to damages in the event the AGREEMENT is terminated in accordance with the foregoing provisions.

In the event of termination of the AGREEMENT-SOLUTION, LENGOW reserves the right to permanently delete all data from the CATALOGUE(S) from the 30th (thirtieth) day following the termination of the said AGREEMENT-SOLUTION.

XI.2 Termination for non-performance

If one of the PARTIES fails to perform its obligations under the AGREEMENT, the non-defaulting PARTY may at its sole discretion (i) either terminate the AGREEMENT with fifteen (15) days’ notice, (ii) or request by registered letter with acknowledgement of receipt, or other means attesting in an equivalent and certain manner to receipt by the other PARTY, excluding a simple email, the defaulting PARTY to comply within a specified time. In the latter case, in the absence of compliance within this period, the AGREEMENT will be automatically terminated.

Termination for non-performance of the AGREEMENT may, if applicable, entitle the non-defaulting Party to compensation for the loss sustained as a result of said non-performance and the termination of the AGREEMENT.

XI.3 Consequences of termination

In the event of termination of the AGREEMENT, for any reason and unless otherwise agreed by the PARTIES:

  • Any amount remaining due by the CLIENT to LENGOW shall become immediately due;
  • The CLIENT will be liable for all sums due until the end of the AGREEMENT without prejudice to any request for additional damages
  • The CLIENT shall immediately cease to use the SOLUTION, the subscribed OFFER/PACKAGE(s) and the DOCUMENTATION and all other CONFIDENTIAL INFORMATION of LENGOW;
  • Within a maximum of ten (10) days of the end of the AGREEMENT, the CLIENT must destroy any copy of the DOCUMENTATION and any other CONFIDENTIAL INFORMATION of LENGOW relating to it and provide proof of this at first request.
  • The PARTIES shall promptly delete all references to the other PARTY from all hard copy or electronic communication and information materials.

SECTION XII. MISCELLANEOUS PROVISIONS

XII.1 Independence of the Parties

LENGOW and the CLIENT shall retain complete independence with respect to their sales policies other than as specified by the provisions of the AGREEMENT. Furthermore, LENGOW is independent of the DISTRIBUTORS for which OPTIMIZED CATALOGUE, are generated. The relationships between LENGOW and the DISTRIBUTORS are limited to technical exchanges necessary for LENGOW to design the OPTIMIZATIONS.

XII.2 Confidentiality

CONFIDENTIAL INFORMATION or information that is not available to the public, including the pricing provided for in the AGREEMENT, commercial, financial, marketing or technical information, know-how, trade secrets or business processes, in all cases whether disclosed orally or in writing and provided by one party to the other in connection with this AGREEMENT before or after the effective date shall be confidential and shall be treated as such by the receiving party. The receiving party may use the CONFIDENTIAL INFORMATION only for the purpose of complying with and performing its obligations under the AGREEMENT. CONFIDENTIAL INFORMATION may not be disclosed to a third party without the written consent of the disclosing party, unless required by applicable law or a competent governmental agency, court, or other competent organisation.

XII.3 Force Majeure

The Parties may not be held liable for delays or failures in the performance of their obligations under these GTCU resulting from causes or events beyond their control, including, in particular, in the event of natural disasters, riots, fires (including computer infrastructure), floods, acts or decrees of public authorities, wars, disturbances to the civil order or interruptions of communication lines and computer networks, total or partial transport strikes, paralysis of transport routes, power supply interruptions (EDF, GDF, Petroleum, etc.), computer ransom, cybercrime, change of regulations, pandemic, epidemic as well as any other event considered by law or case law as a case of force majeure within the meaning of Article 1218 of the French Civil Code for which the affected Party is not responsible (hereinafter a “Case of Force Majeure“). This may include technical failures affecting the operation of the LENGOW SOLUTION.

If a Force Majeure Event occurs, the affected PARTY will immediately inform the other Party and will do everything reasonably possible to resume the performance of its obligations.

Depending on the Force Majeure Event, the affected Party may suspend its obligations for the period necessary to reinstate its obligations. This suspension will not have any consequences on the continuation of the AGREEMENT and may not give rise to any claim, in particular financial, on the part of any of the PARTIES, especially in the event of interruption of the LENGOW SOLUTION.

In the event that the Force Majeure Event continues for more than three months, each of the PARTIES may terminate the AGREEMENT in question by registered letter with acknowledgement of receipt.

In any event, the CLIENT shall not be liable to LENGOW for any compensation in the event of such force majeure resulting in a temporary interruption of the LENGOW SOLUTION and preventing the PRODUCTS from being marketed.

XII.4 Obligation to inform

The CLIENT undertakes to inform LENGOW of any transfer of business, modification or disposal of business, any change in its legal situation or that of the entity to be invoiced that it has designated, any safeguard procedure, receivership or liquidation affecting it or affecting the entity to be invoiced that it has designated within eight (8) days of the occurrence of this event. In the absence of this notification, the CLIENT will remain personally responsible for the payment of the amounts that would be due to LENGOW in case of continued performance of the AGREEMENT after the occurrence of this event.

XII.5 Sub-contracting

LENGOW reserves the right to sub-contract all or part of its obligations resulting from this Agreement to any third party of its choice. LENGOW shall remain responsible for the proper performance of all subcontracted obligations within the limits of the liability provided for in Section 6 hereof.

XII.6 Entire agreement

The AGREEMENT (including its annexes and any appendices or attachments referenced herein) constitutes the entire agreement between the PARTIES relating to its subject matter and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them (whether written or oral) relating to its subject matter.

XII.7 Severability

If any provision of these GTCU is declared invalid or unenforceable, it shall be deemed unwritten. The other provisions of these GTCU shall remain in force.

XII.8 Waiver

Failure to exercise or a delay in exercising any right or remedy under these GTCU or by law shall not constitute a waiver of such or any other right or remedy.

XII.9. Agreement

The PARTIES provide that all consent given by the CLIENT is deemed to have been given by the CLIENT’s legal representative.

XII.10 Notifications

Any notification to LENGOW under the AGREEMENT must be made by post to the address mentioned in the recitals of the GTCU or by email to one of the following addresses depending on the nature of the request that is the subject of the notification: :
For security: security@lengow.com
For billing: backoffice@lengow.com
For legal matters: legal@lengow.com
For accounting: compta@lengow.com
For account managers: csm@lengow.com
XII.11 Order of Priority
Should documents contradict one another, the order of priority is presented below in descending order: (a) the STCU; (b) the PROJECT PLAN; (c) the Appendix concerning the Data Processing Agreement and (d) the GTCU. In the event of a contradiction between one or more stipulations within the aforementioned documents, the higher-ranking one shall prevail and, in the event of documents likely to be the subject of successive versions, only the most recent version validated by the PARTIES shall prevail.

XII.12 Governing law and jurisdiction

The AGREEMENT shall be governed by French law. If the Parties are unable to reach an amicable resolution, any dispute that may arise during the term or at the end of the agreement concerning the interpretation or performance of the AGREEMENT shall be submitted to the Nantes Commercial Court by the first Party to act, notwithstanding multiple defendants or third party proceedings, and including in the case of urgent proceedings or applications for protective measures.

XII.13 Modification of the GTCU

LENGOW may update or amend these GTCU. If the GTCU are amended, LENGOW will inform the CLIENT of the modifications made to the LENGOW ACCOUNT or via the CLIENT’s email address indicated in the LENGOW ACCOUNT or via another mode of communication that LENGOW deems appropriate. If these modifications are deemed to be particularly significant, LENGOW will inform the CLIENT by email of the changes made with a minimum notice period of 30 (thirty days) before they take effect. Any use of the SOLUTION by the CLIENT after notification will be considered as acceptance by the CLIENT of the amended GTCU. If the CLIENT does not agree to such amendments, it must: (i) immediately notify LENGOW in writing; and (ii) cease using the LENGOW SOLUTION on or before the effective date of the amended GTCU.