Terms and conditions applicable to Lengow's Professional Services

Version 12.07.2022

SECTION I. DEFINITIONS

The capitalised terms and expressions which are specifically defined in the GTCU of the AGREEMENT-SOLUTION (hereinafter referred to as “GTCU”) shall have the meanings given to them in said GTCU and shall apply in addition to the CONDITIONS PS.

In addition, the terms and expressions in these CONDITIONS PSshall have the meanings given to them in the definitions set out below:

ORDER FORM(S): the separate document(s), signed by LENGOW and the CLIENT, and describing the PROFESSIONAL SERVICES subscribed by the CLIENTand, where applicable, supplementing or derogating from the CONDITIONS PS. In the event of a contradiction between the CONDITIONS PSand the ORDER FORM(S), the provisions of the latter shall prevail. It is specified that the PARTIES may agree on certain operational terms of the PROFESSIONAL SERVICES by exchanging emails.

CONDITIONS PS: these general terms and conditions applicable to the PROFESSIONAL SERVICES provided by LENGOW and subscribed by the CLIENT, whether for COMMERCIAL SERVICES and/or TECHNICAL SERVICES.

AGREEMENT-PS: all contractual provisions governing the relationship between LENGOW and the CLIENTin relation to the PROFESSIONAL SERVICES subscribed by the latter and the SLA made available to the CLIENT directly on the LENGOW SOLUTION. The AGREEMENT-PS includes the CONDITIONS PS and the ORDER FORM(S).

FAULT: refers to any anomaly in the operation of the DEVELOPMENTS, reported by the CLIENT to LENGOW, and reproducible by LENGOW, entailing results that do not comply with the functionalities described in the ORDER FORM(S).

DEVELOPMENTS: work carried out by LENGOW for the CLIENT and at its request relating to the development of a computer program or a set of computer programs, design of software, applications, scripts, developments, and also adaptation or OPERATING of existing software and, more generally, any provision of computer services specifically carried out for the CLIENT’s needs. The functionalities of the DEVELOPMENTS have been or shall be determined in cooperation between LENGOW and the CLIENT and have been or shall be stipulated in the ORDER FORM(S).

OFFER-PS: price category grouping together a specific set of PROFESSIONAL SERVICES.

OPERATING: all steps which are required from or offered to the CLIENT when using the LENGOW SOLUTION. A OPERATING can consist in filling in a form, setting up an action, choosing options, etc.

COMMERCIAL SERVICES: PROFESSIONAL SERVICES provided by LENGOW to the CLIENT to facilitate and/or optimise its use of the LENGOW SOLUTION, namely:

-consulting services whereby LENGOW provides the CLIENT with its expertise in online commerce and distribution of PRODUCT CATALOGUES by the various DISTRIBUTORS registered on the LENGOW SOLUTION, with the aim of optimising use by the CLIENTof the LENGOW SOLUTION and which may notably be provided in the form of training;

and/or

-operational services whereby LENGOW is mandated to perform, in place of and on behalf of the CLIENT, operations for which the CLIENTis normally responsible when using the LENGOW SOLUTION but which the CLIENT wishes to delegate to LENGOW.

TECHNICAL SERVICES: PROFESSIONAL SERVICES of a technical and/or IT nature provided by LENGOW and subscribed by the CLIENT, user of the LENGOW SOLUTION, and whereby LENGOW carries out DEVELOPMENTS on request and on behalf of the CLIENT. The TECHNICAL SERVICES may also involve hosting services, provision of data storage spaces or files, or maintenance as stipulated in the SLA.

PROFESSIONAL SERVICES (or PS): services, offered by LENGOW, around and/or in addition to the functionalities of the LENGOW SOLUTION, for the benefit of the CLIENT, user of the LENGOW SOLUTION, which subscribes for it at the same time via ORDER FORM(S).

SECTION II. PURPOSE OF THE CONDITIONS PS

These CONDITIONS PS set out the terms and conditions under which the CLIENT shall benefit from the PROFESSIONAL SERVICES provided by LENGOW.

The definition of the CLIENT’s needs has been notified to LENGOW so that LENGOW has the time and the means required to understand their content and ask any additional questions, taking into account in particular the business and the organisation specific to the CLIENT. The CLIENT acknowledges that it has answered all of LENGOW’s questions required to understand its needs. On this basis, LENGOW was able to draw up its technical and commercial proposal.

In this context, the PROFESSIONAL SERVICES subscribed by the CLIENT are defined in the ORDER FORM(S) and may also be detailed in technical specifications or, if necessary, by written exchanges between the PARTIES.

In any event, LENGOW’s obligations are circumscribed and limited to the PROFESSIONAL SERVICES referred to in the ORDER FORM(S).

TheParties acknowledge that the provisions stipulated in the AGREEMENT-SOLUTION shall apply by default in the event where the AGREEMENT-PS has not included any special or derogatory stipulations.

SECTION III. PROVISIONS APPLICABLE TO ALL PROFESSIONAL SERVICES

III.1. The AGREEMENT-PS shall enter into force on the date of signature by the CLIENTof the ORDER FORM(S) for the term of the PROFESSIONAL SERVICES for which it has subscribed as stipulated in the ORDER FORM(S).

As such, the PROFESSIONAL SERVICES may be occasional/one shot services or even subscription/recurring services in particular for maintenance.

Depending on the PROFESSIONAL SERVICES selected by the CLIENT, the ORDER FORM(S) shall specify whether the services shall be renewed by tacit agreement or the arrangements relating to the end of the services.

For the recurring PROFESSIONAL SERVICES, on expiry of the term, the AGREEMENT-PS shall be renewed by tacit agreement for a period equal to the term stipulated in the ORDER FORM(S), except where it is terminated by either Party by registered letter (signed for), or by any other method that evidences the other Party’s receipt, no later than 60 (sixty) days before the expiry of the AGREEMENT-PS. In the event of termination of the AGREEMENT-PS, it shall cease to have effect at the end of the month in which the anniversary of its effective date falls.

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

It is specified that the termination of the AGREEMENT-SOLUTION, whatever the cause and terms, shall result in the termination of the AGREEMENT-PS in force; conversely, the termination of the AGREEMENT-PS shall have no effect on the continuation of the AGREEMENT-SOLUTION, unless otherwise agreed by the Parties.

The sums paid by the CLIENT to LENGOW under the AGREEMENT-PS remain or shall remain in any event acquired by LENGOW.

By signing the ORDER FORM(S), the CLIENT acknowledges having received complete information on the various services subscribed and the options available.

The entry into force of the AGREEMENT-PS is subject to the signature by LENGOW and the CLIENTof the AGREEMENT-SOLUTION.

The ORDER FORM(S) signed by the CLIENT shall specify the type of OFFER-PS subscribed by the CLIENT and the details of the services included and/or excluded, and the term and any additional options for which the CLIENT may subscribe, as soon as the AGREEMENT-PS is subscribed or at a later date.

Any new subscription for PROFESSIONAL SERVICES by signing a ORDER FORM(S) shall result in the applicable CONDITIONS PS applying to the PROFESSIONAL SERVICES.

III.2. LENGOW undertakes that the PROFESSIONAL SERVICES shall be provided by competent staff who are specially qualified in the relevant field.

III.3. Requests for PROFESSIONAL SERVICES made by the CLIENT shall be satisfied according to a pace and schedule agreed on and to an extent compatible with the availability of LENGOW’s resources and the term of the chosen PROFESSIONAL SERVICES; LENGOW may refuse the dates and/or timeframes requested by the CLIENTif the requested PROFESSIONAL SERVICES are, with regard to the term thereof, concentrated over an unusually short period.

With regard to the schedule for performance of the PROFESSIONAL SERVICES agreed between the PARTIES, the latter’s compliance shall be subject to the CLIENT providing all data required for the complete performance by LENGOW of said PROFESSIONAL SERVICES, including inter alia providing the technical specifications.

In this context, LENGOW shall contact the CLIENTin due course to obtain any information required for the performance of the PROFESSIONAL SERVICES.

Failure to provide this information within a sufficient timeframe shall result in a subsequent amendment of the overall timeframes in the schedule for performance of the PROFESSIONAL SERVICES.

In any event, the agreed timeframes are provided for provisional purposes only and shall depend on the effective cooperation between the PARTIES.

III.4. The provisions of the CONDITIONS PS, which may be detailed and/or amended by the ORDER FORM(S) signed by the Parties, shall apply to the AGREEMENT-SOLUTION in force between the Parties.

III.5. The price of the PROFESSIONAL SERVICES subscribed by the CLIENT, as stipulated in the ORDER FORM(S) signed thereby, shall be invoiced in accordance with the terms and conditions stipulated in the ORDER FORM(S) for the term of the undertakings under the OFFER-PS.

The price of the OFFER-PS is fixed on the date of subscription; on the expiry date of the AGREEMENT-PS, if it is renewed, the price of the OFFER-PS shall be increased by a flat rate of 5% (five percent).

SECTION IV. PROVISIONS APPLICABLE TO COMMERCIAL SERVICES

IV.1 CONSULTING SERVICES

IV.1.1 .By choosing to receive consulting services, the CLIENT benefits from personalised support enabling it to gain a better understanding of its own use of the LENGOW SOLUTION.

As part of the consulting services, LENGOW does not carry out any diligence in the name and/or on behalf of the CLIENT, but advises and supports the latter to enable it to perform more effectively the actions for which it is responsible in the context of its use of the LENGOW SOLUTION.

LENGOW undertakes, as part of an obligation to use best efforts, to perform the consulting services defined in the ORDER FORM(S) in a professional manner and in accordance with customary rules in force in the profession.

IV.1.2. The choice of agents or employees of the CLIENT benefiting from the services provided by LENGOW is the sole responsibility of the CLIENT.

IV.1.3. LENGOW undertakes to provide the most relevant advice adapted to the CLIENT’s particular situation; however, LENGOW is bound in this regard only by an obligation to use best efforts and cannot incur any liability for the financial and/or commercial impact of the advice and/or training provided.

As a result, the CLIENT’S use of the advice provided by LENGOW shall be made at the CLIENT’s risk.

IV.1.4. The PROFESSIONAL SERVICES shall be performed by LENGOW on a remote basis, unless otherwise agreed by the Parties; the CLIENT shall be responsible for installing, as appropriate, the remote monitoring and/or communication tools required for the performance of the services.

LENGOW is not required to provide written materials for its consulting and support services; however, LENGOW may send recommendations in electronic message format resulting from the technical audit of the PRODUCT CATALOGUE service that may have been subscribed by the CLIENT.

IV.1.5. The CLIENT chooses an OFFER-PS based on the number of hours of support and/or advice desired and that LENGOW can provide.

LENGOW shall report to the CLIENT the number of hours used in a month at the end of each month.

Hours not used at the end of the AGREEMENT-PS may not give rise to any postponement or reimbursement.

IV.2 OPERATING SERVICES

IV.2.1. By subscribing for the OPERATING services, the CLIENT shall have LENGOW carry out the OPERATING for which the CLIENTis responsible in the context of use of the LENGOW SOLUTION.

IV.2.2. LENGOW shall perform the OPERATING services on the basis of the needs expressed, and according to the general guidelines and criteria set by the CLIENT.

The CLIENT undertakes to cooperate diligently with LENGOW departments in order to provide the latter with the information required for performance of the OPERATINGS; LENGOW cannot be held liable for the failure to perform an OPERATING requested by the CLIENT, or for the timeframe envisaged for the performance of said OPERATING, provided that the latter has not put LENGOW in a position to perform its services by not responding to the requests made by the latter.

The CLIENT undertakes to notify its account manager regarding its wish to benefit from an OPERATING included in its OFFER-PS. The account manager shall inform the CLIENTof the timeframe within which the OPERATING shall be executed.

Similarly, LENGOW cannot be held liable for the failure to perform anOPERATING requested by the CLIENT and the performance of which would be made impossible for a reason arising from the operation of the DISTRIBUTOR.

IV.2.3. LENGOW undertakes to carry out the OPERATINGS requested by the CLIENT so as to achieve the objective set; these OPERATINGS are necessarily those to which the CLIENT has access on the LENGOW SOLUTION.

As the guarantor of the effective implementation of the OPERATINGS entrusted, LENGOW cannot be held liable for the suitability of the OPERATINGS requested by the CLIENT for the latter’s needs, nor for the commercial and/or financial efficiency of the OPERATINGS requested.

LENGOW shall also not be liable in the event of any action by the CLIENT(including a modification of the PRODUCT CATALOGUE) having the effect of modifying, altering or rendering ineffective the OPERATINGS initially entrusted to, and executed by, LENGOW.

IV.2.4. LENGOW shall keep the identification of the OPERATINGS carried out on behalf of the CLIENTas well as the identity of its account manager who carried them out.

SECTION V. PROVISIONS APPLICABLE TO TECHNICAL SERVICES

V.1. IT DEVELOPMENT SERVICES

V.1.1.Purpose. LENGOW undertakes to carry out, for the benefit of the CLIENT, which accepts, the DEVELOPMENTS described in the ORDER FORM(S), which may be detailed in the Appendix “Technical Specifications”drawn up by LENGOW and accepted by the CLIENTon the basis of the information provided by the latter; the ORDER FORM(S) shall also specify:

-the schedule and indicative timeframes for the performance of the LENGOW service;

-the price due by the CLIENTin this respect.

V.1.2.Implementation arrangements. LENGOW undertakes to carry out DEVELOPMENTSin accordance with state-of-the-art practices, in particular regarding compliance with secure development rules.

V.1.3.Cooperation by the CLIENT The CLIENT undertakes to cooperate with LENGOW during the execution of the DEVELOPMENTS, in particular by preparing and making available to LENGOW the technical environment and the information required for implementation, installation and validation of the DEVELOPMENTS.

LENGOW cannot be held liable in the event of delay or failure to execute all or part of the DEVELOPMENTS caused by (i) a lack of cooperation by the CLIENT, characterised in particular by the failure to answer a question or a request to provide information expressly made by LENGOW or (ii) the operation of the DISTRIBUTOR.

V.1.4.Delivery –Validation. LENGOW shall inform the CLIENTof the installation of the DEVELOPMENTS, which shall constitute delivery.

In any event, the signature of the validation report shall be considered as validation and full acceptance of the DEVELOPMENTS.

V.1.5.Intellectual property and user licence. LENGOW shall be the exclusive holder of the intellectual property rights over the DEVELOPMENTS inits capacity as author as and when they are implemented.

LENGOW shall retain the intellectual property over the DEVELOPMENTS and grants the CLIENTa right of use, as long as the CLIENTis a user of the LENGOW SOLUTION.

DEVELOPMENTS shall be used only for the exclusive needs of the CLIENTin connection with the use of the LENGOW SOLUTION. The CLIENT shall refrain from assigning, supplying, lending, leasing the DEVELOPMENTS, granting sub-licences, leases or other rights, or more generally, from disclosing all or part of the DEVELOPMENTS to a third party.

The right of use is granted to the CLIENT only after effective payment in full of the price agreed in the ORDER FORM(S).

The CLIENT undertakes to refrain from using all or part of the DEVELOPMENTS in managed services or as a SaaS service, other than the LENGOW SOLUTION.

The CLIENT shall refrain from carrying out remote transmission of DEVELOPMENTS, networking thereof and in particular on the Internet, or dissemination thereof in any other form, without the express prior written authorisation of LENGOW.

The CLIENT agrees to refrain from making any alteration, correction, arrangement, translation or modification of the DEVELOPMENTS.The CLIENT shall also refrain from having any faults in the DEVELOPMENTS corrected without the prior written consent of LENGOW.

The CLIENT shall acquire no right to the source codes of the DEVELOPMENTSand LENGOW reserves the right to modify them to correct any faults or to evolve them.

In the event where the CLIENT wishes to obtain essential information enabling the implementation of the interoperability of the DEVELOPMENTS with another software developed independently by the CLIENT, and for a purpose which complies with its intended use, the CLIENT undertakes, before undertaking any operation to this effect, to consult LENGOW beforehand, which may provide it with the information required for this interoperability, subject to a reasonable financial contribution.

V.1.6.Warranty against infringement. LENGOW represents that it is the holder of all intellectual property rights over the DEVELOPMENTS necessary for the right of use laid down in these CONDITIONS PS, that it has not done and shall not do, by virtue of an assignment to a third party or by any other means, any act likely to compromise the rights granted by this agreement, or likely to prevent or hinder the full enjoyment by the CLIENTof the rights acquired under the AGREEMENT-PS, and that nothing, therefore, prevents the conclusion of said agreement.

If all or part of the DEVELOPMENTS are the subject of a claim, LENGOW may decide, at its own expense, to: (i) obtain an appropriate licence for the CLIENT to continue using them; or (ii) replace or modify (in whole or in part) the DEVELOPMENTS which are the subject of the claim, so that they retain their functionalities and no longer infringe the alleged rights.

The warranties granted to the CLIENT under this section fall within the scope of the provisions of Section VII “Liability and Warranty” of the GTCU.

V.2. MAINTENANCE SERVICES

When the CLIENT subscribes for maintenance services with LENGOW, LENGOW carries out the maintenance of the DEVELOPMENTS as described in the SLA so as to ensure their optimal operation for the entire term provided in the AGREEMENT-PS.

The AGREEMENT-PS shall detail the actions managed by LENGOW in relation to maintenance.

In the event where the CLIENT subscribes via a ORDER FORM for various PROFESSIONAL SERVICES including the maintenance services, the commencement and invoicing of said maintenance services by LENGOW may be deferred with respect to the date of commencement and invoicing of any other PROFESSIONAL SERVICES subscribed by the CLIENT.

V.3. HOSTING SERVICES

V.3.1. The CLIENT may subscribe, via the ORDER FORM(S), for hosting services under which LENGOW makes available to the CLIENTone or more storage space(s) (FTP server(s)) intended to host, store, keep and access the CLIENT’s files in direct and necessary connection with the use, by the CLIENT, of either the LENGOW SOLUTION or DEVELOPMENTS carried out by LENGOW within the framework of the provisions of Section V.1 above.

LENGOW shall send the CLIENT the links to access each of the hosting spaces dedicated to the CLIENT and to save its files.

The AGREEMENT-PS shall specify all terms and conditions and/or restrictions relating to the hosted files, which the CLIENT undertakes to comply with at all times.

V.3.2. The CLIENTis informed that these hosting services are the result of LENGOW granting a licence over the rights and services that it derives from its contractual relations with its own hosting provider.

As such, LENGOW’s liability for its hosting services falls within the scope of the provisions of Section VII “Liability and Warranty” of the GTCU.

V.3.3. The CLIENT acknowledges that use of these hosting spaces shall remain strictly reserved for the purposes of the execution of the AGREEMENT-PS.

In this respect, the CLIENTrepresents and warrants that:
-It shall only transferdata strictly related to the use of the LENGOW SOLUTION and/or DEVELOPMENTS to the allocated hosting spaces;

-It holds all the required rights of use over the transferred files;

-All files and data transferred to the hosting spaces do not contain any virus, or any other type of malware;

-These files comply in all respects with all laws and regulations in force and third-party rights.

LENGOW reserves the right to delete any hosted data in the event of a breach by the CLIENTof any of the undertakings and representations above.