General terms of sale — professionals

1. Subject matter and scope

These general terms of sale (the "Terms of Sale") govern the supply of the Lou service to professionals — points of sale, brands and networks — by COME & H (SASU with share capital of €3,000, Lyon Trade and Companies Register no. 921 125 191, registered office: 12 rue de la Part-Dieu, 69003 Lyon, France), hereinafter "the Publisher".

They apply to the exclusion of any other terms, in particular the Client's purchasing terms. They supplement the terms of use, which govern use of the service by visitors and individuals.

The Client declares that it is acting for business purposes. Consumer protection provisions do not apply hereto.

Acceptance — the Terms of Sale are accepted on subscription. Each version is identified, and acceptance is time-stamped and retained as evidence.

2. Definitions

• Client: the legal entity subscribing to the service (point of sale, brand or network).
• Establishment: a point of sale attached to the Client's account.
• Plan: the level of service subscribed to, determining the features and volumes included.
• Included usage: the volume of messages and processing covered by the Plan over a monthly period.
• Overage: usage exceeding the included usage.
• Client Data: the data the Client enters, imports or has generated within the service (catalogue, content, configuration, statistics), excluding the service itself.

3. Subscription

Creating an account is free and requires no payment method. Two subscription routes coexist:

Trial period — a 14-day trial period is offered on paid subscription. It ends automatically at its term; no amount is charged if the subscription is not confirmed.

Recording of the payment method — the payment method is recorded when the activation media (QR codes) are ordered or on assisted subscription, and not on account creation.

4. Prices

Prices are stated excluding tax, in euros. Applicable VAT is calculated and added according to the Client's country and tax status.

Rates differ according to the type of Client (point of sale, brand, network) and the frequency chosen: monthly or annual, the annual option carrying a discount.

The rates in force are those communicated to the Client on subscription or stipulated in the framework agreement. A change of rate never applies retroactively to a current subscription: the Client retains the price subscribed to until the end of its period, a new rate taking effect only on renewal and after prior notice.

5. Invoicing and payment

Subscription — invoiced in advance, monthly or annually according to the frequency subscribed to.

Overage — usage exceeding the included usage is invoiced monthly in arrears, including where the subscription is annual (as that subscription is paid in advance, overage is invoiced separately). The usage record kept by the Publisher is authoritative between the parties, save for manifest error; it is available to the Client from its account area.

Payment — by direct debit on the recorded payment method, through our payment provider. Invoices are made available in the billing area.

Late payment — in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, any delay automatically gives rise to penalties at the European Central Bank interest rate plus 10 percentage points, together with a fixed recovery-costs indemnity of €40, without prejudice to any other remedy.

6. Term, commitment and renewal

Without commitment (online subscription) — the subscription is entered into for the period subscribed to and renews automatically for an identical term, until terminated.

With commitment (assisted subscription) — where a framework agreement stipulates a commitment period, that period appears in the agreement with its start date and its term. During the commitment:

• moving to a higher plan is possible at any time;
• moving to a lower plan and termination for convenience are not available before the term;
• this limitation is purely commercial and in no way restricts the Client's rights under Article 10 below (data retrieval and switching provider), which may be exercised at any time.

At the end of the commitment, the subscription continues without commitment, on a monthly basis, terminable under the conditions of Article 8.

7. Change of plan

• Higher plan: immediate effect, with the price adjusted pro rata for the current period.
• Lower plan: effective at the end of the current period, with no refund for the period begun.

8. Termination

By the Client — termination is carried out from the billing area (online subscription) or in writing (assisted subscription). It takes effect at the end of the current period; the service remains accessible until that term. No pro rata temporis refund is due for the period begun.

By the Publisher — in the event of a serious breach by the Client of its obligations, in particular publication of manifestly unlawful content or persistent non-payment, after formal notice has remained without effect for fifteen (15) days.

Effects — termination ends access to the service at its term. It opens the transition period provided for in Article 10.

9. Payment default

Where a direct debit fails, a dunning period opens during which access to the service and the plan level are maintained. At the end of that period without regularisation, the account reverts to the free tier: paid features are disabled, without deletion of the Client Data, which remains retrievable under the conditions of Article 10.

10. Portability, data retrieval and switching provider

🚨 This Article gives effect to the rights the Client holds under Regulation (EU) 2023/2854 (the "Data Act"), Chapter VI. No stipulation herein, or in a framework agreement, may restrict them; any clause to the contrary is deemed unwritten.

10.1 Right to switch provider — the Client may at any time change provider, use several providers simultaneously, or repatriate its data to its own infrastructure. The Publisher refrains from any commercial, technical, contractual or organisational obstacle to that exercise.

10.2 Notice — the notice period for initiating a change of provider does not exceed two (2) months. That period applies whatever commercial commitment period may have been subscribed to.

10.3 Transition period — from the end of the notice period, a transition period of at least thirty (30) calendar days opens, during which the Client retains the access necessary to retrieve its data. It may be extended at the Client's request. Where migration cannot technically be completed within that period, the Publisher informs the Client in writing, states the reasons for the impossibility and proposes an appropriate period, up to a limit of seven (7) months.

10.4 Data returned — the Publisher returns, in a structured, commonly used and machine-readable format:

• the Client Data (catalogue, product pages, content, establishment configuration);
• the associated metadata produced by use of the service;
• the conversation data for which the Client is controller or joint controller, subject to the rights of the data subjects and the applicable retention periods (see the privacy policy).

Not returned: the service itself, its code, its models, nor the reference sources and content owned by the Publisher or by third parties.

10.5 Assistance — the Publisher provides the Client with reasonable, good-faith assistance with migration, and makes available the necessary information (nature and structure of the exportable data, retrieval procedure).

10.6 Charges — no switching charge is invoiced. Until 12 January 2027, the Regulation permits reduced charges not exceeding the costs directly incurred; the Publisher waives them. From that date, such charging is prohibited in any event.

10.7 Deletion after transition — at the end of the transition period, the Client Data is deleted from the Publisher's systems within thirty (30) days, save for what the Publisher must retain under a legal obligation (accounting, evidence) or in anonymised, non-identifying form.

10.8 Location — data is processed and stored within the European Union. Technical providers and any access from a third country are detailed in the privacy policy.

11. Personal data

The characterisation of roles varies according to the processing and is described in Article 1 of the privacy policy:

• for the conversation within the Client's establishment, the parties are joint controllers (Art. 26 GDPR) and agree on the allocation set out therein; the Publisher is the point of contact for data subjects;
• for the content and data the Client publishes or entrusts, the Publisher acts as processor (Art. 28 GDPR). It processes that data on the Client's documented instructions, ensures the confidentiality of authorised persons, implements the security measures described in the privacy policy, engages a sub-processor only after informing the Client, assists the Client with its obligations and returns or deletes the data under the conditions of Article 10.

The Client warrants that it has a legal basis for the data it entrusts and undertakes not to transmit any data whose collection would be unlawful.

Where the Client connects its account to a third-party application via the MCP connector, the corresponding processing is described in the connector privacy policy. Data transmitted to that third-party application is then governed by that application's policy, outside the Publisher's control.

12. Client obligations

The Client is solely responsible for the content it publishes and for its compliance, in particular with the regulations applicable to the products it markets (health and nutrition claims, advertising, consumer information).

The Publisher makes available automated checks and an editorial review intended to prevent the dissemination of non-compliant content. Those checks are an aid, not a guarantee of compliance, and transfer no liability to the Publisher.

The Client undertakes to provide accurate information about its products and establishments, not to divert the service from its purpose, and to preserve the confidentiality of its credentials.

13. Intellectual property

The service, its code, its interface, its models and its reference sources remain the exclusive property of the Publisher. The Client benefits, for the term of its subscription, from a personal, non-exclusive and non-transferable right of use.

The Client Data remains its property. The Client grants the Publisher the licence necessary to host, process and make it available to end users within the framework of the service, for the term of the contract.

The Client authorises the Publisher to cite its name and logo as a commercial reference; it may object at any time by simple request.

14. Availability and support

The Publisher undertakes, as a best-efforts obligation, to keep the service accessible and to handle incidents within reasonable times. Scheduled interruptions are announced where possible.

No quantified service level is guaranteed hereunder; an availability undertaking may be stipulated in the framework agreement.

Support is reachable at contact@lou.care.

15. Liability

Each party is liable for direct damage caused to the other by the non-performance of its obligations.

The Publisher's liability hereunder is capped at the sums actually paid by the Client during the twelve (12) months preceding the triggering event. Indirect damage is excluded, in particular loss of turnover, of customers or of reputation.

These limitations do not apply in the event of wilful misconduct, gross negligence, personal injury, nor in cases where the law sets them aside.

🚨 Liability for defective products — software, including artificial intelligence systems, falls within the regime arising from Directive (EU) 2024/2853, applicable from 9 December 2026. That regime engages the Publisher's liability with no fault to be demonstrated for damage caused by a defect in the service (personal injury, damage to property, destruction or corruption of data). Article 15 of that Directive prohibits limiting or excluding it by contract: the cap stipulated above cannot be invoked against it, and any stipulation to the contrary is deemed unwritten.

The service is based on a generative artificial intelligence whose responses may contain inaccuracies. The Publisher does not guarantee the exhaustive accuracy of the content generated and is not liable for decisions taken on that basis alone.

16. Confidentiality

Each party undertakes not to disclose the other's confidential information, during the term of the contract and for three (3) years after its end.

17. Force majeure

Neither party is liable for a failure resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code. If the impediment lasts more than thirty (30) days, either party may terminate automatically, without indemnity.

18. Amendment of the Terms of Sale

The Publisher may amend these Terms. Any substantial amendment is notified to the Client thirty (30) days before it takes effect. A Client that refuses it may terminate without penalty before that date; failing which, continued use constitutes acceptance.

19. Assignment

The contract may not be assigned by the Client without the Publisher's prior written consent. The Publisher may assign the contract as part of a restructuring operation, subject to informing the Client, who retains the rights under Article 10.

20. Applicable law and disputes

These Terms are governed by French law.

The parties will seek an amicable solution before any action. Failing agreement within thirty (30) days, exclusive jurisdiction is conferred on the courts within the jurisdiction of Lyon, including where there are several defendants or a third-party claim.