General terms and conditions of sale

Part I · General provisions

Article 1Identification of the Agency

These general terms and conditions (hereinafter the “GTC”) are offered by Letz Grow, established at 31 Porte de France, L-4360 Esch-Belval (Sanem), a brand operated by H.T.S SARL, an S.à r.l. (private limited liability company) governed by Luxembourg law, whose registered office is located at 5 Place de la Gare, L-1616 Luxembourg, registered with the Luxembourg Trade and Companies Register (RCS Luxembourg) under number B196894, intra-Community VAT number LU 27670605, which can be contacted at contact@letz-grow.com and on +352 20 22 54 32, website letz-grow.com (hereinafter “the Agency”).

Article 2Definitions

• Client: any natural or legal person, acting for professional purposes, who orders a Service from the Agency.
• Purchase Order: the document (signed quote, purchase order or accepted commercial proposal) specifying the Services selected, their price, their duration and any special conditions.
• Contract: the whole formed by the Purchase Order, these GTC, their special conditions by offer and their appendices.
• Services: the services provided by the Agency: creation and hosting of websites, organic and local search engine optimisation, online advertising and social media, graphic design and printing, automation and artificial intelligence, as well as any additional service.
• Deliverables: the items produced specifically for the Client in the course of the Services (mock-ups, pages, visuals, texts, logos, campaigns, automation scenarios, etc.).
• Agency Materials: the tools, methods, templates, themes, code libraries, reusable components, generic automation building blocks, standard prompts and know-how that pre-exist or are developed by the Agency independently of the Client.
• Third-Party Services: the platforms and software published by third parties and used in the course of the Services (Google, Meta, hosting provider, registrar, automation tools, artificial intelligence providers, CRM, etc.).

Article 3Scope and enforceability

The GTC apply to all Services sold by the Agency. They are communicated to the Client before the order, are appended to or referenced on each Purchase Order and remain available at letz-grow.com/terms. The Client acknowledges having read them before placing the order.

Signature of the Purchase Order, which expressly refers to them, constitutes acceptance of the GTC (Article 1135-1 of the Luxembourg Civil Code).

The GTC prevail over the Client’s purchasing conditions. The written special conditions set out on the Purchase Order prevail over the GTC in the event of a contradiction. The special conditions by offer (Part II) prevail over the general provisions (Part I) for the offer to which they relate.

The applicable GTC are those in force on the date of signature of the Purchase Order. The GTC are intended for professional clients. The rules specific to consumers are set out in Article 23.

Article 4Orders and formation of the Contract

The Agency’s quotes are valid for thirty (30) days from the date of issue. The Contract is formed upon signature of the Purchase Order by the Client, including by electronic signature, and, where the Purchase Order so provides, upon payment of the deposit or upon the setting up of the direct debit mandate.

Any change to the scope after signature (addition of pages, features, campaigns or scenarios, etc.) shall be the subject of an amendment or of an additional quote accepted in writing. An amendment does not start a new commitment period for the Services already subscribed to, unless expressly stated and accepted by the Client.

Article 5Term, commitment and renewal

One-off Services (logo creation, printed materials, Google Business Profile listing, fixed-price automation project, etc.): the Contract ends upon delivery of and full payment for the Deliverables.

Recurring Services (website subscription, hosting, maintenance, search engine optimisation, advertising management, social media, maintenance of automations, etc.): the Contract is entered into for the initial commitment period stated on the Purchase Order. That period runs from the date of signature of the Purchase Order.

At the end of the initial period, the Contract is tacitly renewed for successive periods of one (1) year, unless terminated by either party with one (1) month’s notice before the expiry date. Notice of termination shall be given by registered letter with acknowledgement of receipt or by e-mail with acknowledgement of receipt sent to contact@letz-grow.com. The Agency shall inform the Client by e-mail that the expiry date is approaching, no earlier than three months and no later than one month before that date.

Article 6Prices and price revision

The prices are those stated on the Purchase Order. They are expressed in euros excl. VAT, VAT being invoiced at the rate in force on the invoice date. Unless otherwise stated, advertising budgets, subscriptions to Third-Party Services, specific printing costs, premium domain names and usage costs (API, artificial intelligence credits, SMS, etc.) are not included.

The prices of recurring Services may be revised at each renewal of the Contract. The new prices shall be notified to the Client in writing at least one (1) month before the renewal date. The Client may then terminate the Contract free of charge before that date. Failing this, the new prices apply as from the renewal.

Article 7Invoicing and payment

Unless special conditions provide otherwise: for one-off Services, a deposit, the amount of which is stated on the Purchase Order, is due upon ordering and the balance upon delivery. For recurring Services, invoices are issued at the intervals provided for in the Purchase Order and payment is made in advance for each period by SEPA direct debit or bank transfer. Any set-up fees are invoiced upon ordering.

Unless otherwise stated on the invoice or the Purchase Order, invoices are payable within thirty (30) days of their date of issue, with no discount for early payment, in compliance with the amended Law of 18 April 2004 on payment periods and late-payment interest.

The start of the work is conditional upon receipt of the deposit or of the first direct debit.

Article 8Late payment and suspension

Any late payment shall give rise automatically, without prior reminder, to: (i) late-payment interest at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 8 percentage points; (ii) a fixed compensation for recovery costs of €40, in accordance with the amended Law of 18 April 2004 on payment periods and late-payment interest. Additional compensation may be claimed, upon supporting evidence, where the recovery costs incurred exceed that amount.

Failing payment eight (8) days after a formal notice that has remained without effect, sent by e-mail or by registered letter, the Agency may suspend all or part of the Services, including the publication of the website, the campaigns and the automations. Suspension does not release the Client from the sums due. The Client’s data and content are retained during the suspension. After thirty (30) days of suspension, the Agency may terminate the Contract under the conditions of Article 20.2.

In the event of late payment, all sums due under the Contract, including the instalments not yet due for the current commitment period, become immediately payable as soon as termination is declared by the Agency.

Article 9Obligations of the Client

The success of the Services requires the active cooperation of the Client. The Client undertakes in particular to:

• appoint a contact person with the authority to approve the Deliverables;
• provide, within the agreed time limits, the necessary information, texts, visuals, logos, access and approvals, in the formats requested;
• warrant that it holds all rights (copyright, image rights, trademarks, authorisations) in the items it provides, and that these are lawful and accurate;
• respond to the Agency’s requests within a reasonable time, and at the latest within the time limit set in Article 11 for approvals;
• keep its own backups of the content and data it entrusts to the Agency;
• comply with the terms of use of the Third-Party Services and with the regulations applicable to its activity (advertising, data protection, consumer law, sector-specific regulations).

The Client shall indemnify the Agency against any third-party claim based on the items it has provided or on its use of the Deliverables outside the Agency’s recommendations, and shall bear the resulting awards and reasonable defence costs.

Where the Client fails to provide the necessary items despite two written reminders sent at least seven (7) days apart, the Agency may either produce the Deliverable on the basis of the items available, informing the Client thereof, or suspend production. The time limits are postponed accordingly. The sums remain due, the Agency having mobilised its resources.

Article 10Obligations of the Agency

The Agency performs the Services with the care and diligence of a professional, in accordance with good professional practice. Unless expressly undertaken otherwise, the Agency is bound by an obligation of means (best efforts). It does not guarantee any result in terms of ranking, traffic, number of leads, sales or return on investment, as these results depend on external factors (platform algorithms, competition, market, the Client’s offering).

The Agency advises the Client and alerts it in writing where a choice made by the Client appears to the Agency to be contrary to the Client’s interests or to the regulations.

The Agency may use subcontractors or independent service providers, under its responsibility.

Article 11Approval of Deliverables

Each Deliverable submitted for approval (mock-up, print proof, site structure, campaign set-up, automation scenario in a test environment, etc.) is sent to the Client by e-mail. The Client has five (5) business days to approve it or to make specific and reasoned requests for changes, within the limit of the number of revision rounds provided for by the offer.

Failing a response within that period, the Agency sends a reminder. If no response is received five (5) business days after the reminder, the Deliverable is deemed approved. Any use of the Deliverable by the Client (publication online, printing, distribution, deployment to production) constitutes approval.

Requests for changes that exceed the number of revision rounds included, or that call into question items already approved, shall be the subject of an additional quote.

Article 12Intellectual property

12.1 Client materials

The Client remains the sole holder of the rights in the items it provides (texts, photos, existing logo, trademarks, data). It grants the Agency, for the term of the Contract, the non-exclusive right to reproduce, adapt and distribute them solely to the extent necessary for the performance of the Services.

12.2 Agency Materials

The Agency remains the sole holder of the Agency Materials. Where they are incorporated into a Deliverable, the Client has a non-exclusive right to use them, limited to the exploitation of that Deliverable, for the duration provided for in 12.3. Third-party software and services (CMS, themes, fonts, image banks, automation tools) remain subject to their own licences.

12.3 Deliverables

Subject to full payment of the corresponding price, and unless otherwise stipulated in the special conditions by offer, the Agency assigns to the Client, on a non-exclusive or exclusive basis as indicated below, the economic rights of copyright in the Deliverables: rights of reproduction, performance, adaptation and translation, for any medium and any mode of exploitation known to date, worldwide and for the legal duration of copyright (amended Law of 18 April 2001 on copyright, related rights and databases). The arrangements specific to each offer are as follows:

• Logo and visual identity: exclusive assignment of the rights to the Client upon full payment. The final vector files (SVG, PDF, EPS) are handed over. The layered working files are handed over on request.
• Visuals, printed materials, social media posts: assignment to the Client for its communication needs, upon full payment. The layered working files are not handed over, unless this option is taken.
• Purchased website (fixed creation fee): assignment of the rights in the specific elements of the website upon full payment. The Client may obtain a complete copy of the website (files and database).
• Subscription website: the Client has a right to use the website throughout the term of the subscription. The content specific to the Client (texts written for it, photos, logo) belongs to it in all cases. At the end of the initial commitment period, the Client may buy out the website, at a price communicated by quote, and obtain a complete copy of it.
• Advertising campaigns: the campaigns, audiences and histories created in the Client’s advertising accounts remain accessible to the Client at the end of the Contract. The Agency’s methodology, campaign templates and know-how remain its property.
• Automations and artificial intelligence agents: see the special conditions (section E).

Until full payment, the Client has only a provisional right of use. In the event of non-payment, the Agency may require that such use cease.

12.4 Credits and portfolio

The Agency may include a discreet credit such as “Réalisé par Letz Grow” (“Made by Letz Grow”) on the websites it produces, which the Client may ask to have removed. The moral rights of the authors are respected.

Article 13Accounts, access and domain name

Domain name: the domain name is registered in the name of the Client, who is its holder. The Agency may handle its technical management. At the end of the Contract, and subject to payment of the sums due for the management of the domain name, the Agency shall provide the Client with the transfer code within eight (8) business days.

The Client is informed that the transfer of a domain name may require the reconfiguration of the services that depend on it (e-mail, DNS). The Agency may assist the Client with this migration on the basis of a quote.

Advertising accounts and platforms: the Google Ads, Meta (Business Manager), Google Business Profile, Google Analytics and Search Console accounts and, as far as possible, the accounts for the automation tools are opened in the name of the Client or are linked to it. The Agency operates within them as a manager or partner. The pages and accounts created by the Agency for the Client are transferred to the Client, who becomes their owner and administrator.

Login credentials: the Client provides the Agency with the necessary access. The Agency undertakes to store them securely and to use them only for the Services. The Client is advised to change its passwords at the end of the Contract.

Article 14Third-Party Services

The Services rely in part on Third-Party Services over whose operation, terms and moderation policies the Agency has no control. The Client accepts the terms of use of these Third-Party Services. The Agency cannot be held liable for:

• the unavailability, modification or discontinuation of a Third-Party Service, or a change in its prices or in its application programming interface (API);
• the refusal, suspension or removal of an advertisement, page, listing or account by the platform concerned, except where it results from a breach by the Agency;
• restrictions specific to certain business sectors (health, finance, gambling, alcohol, tobacco, etc.) that may limit or prevent distribution.

Where such an event affects a Service, the Agency shall inform the Client and propose a replacement solution or an adaptation of the Service. If no reasonable solution is possible, the parties shall consult each other in order to adjust the price or to end the Service concerned, without penalty, for the future.

Article 15Liability

The Agency may be held liable only in the event of proven fault.

The Agency is not liable for indirect damage, such as loss of turnover, loss of customers, damage to image, loss of opportunity or commercial loss.

The Agency’s liability, on all grounds combined, is limited to the amount excl. VAT actually paid by the Client for the Service concerned during the twelve (12) months preceding the event giving rise to the liability. This limitation does not apply in the event of gross negligence or wilful misconduct, nor in the event of bodily injury.

The Agency is not liable for the consequences of incorrect or incomplete information provided by the Client, of any intervention by the Client or a third party on the Deliverables, of any failure to follow its written recommendations, or for content published by the Client.

Article 16Force majeure

Neither party is liable for a breach caused by an event of force majeure within the meaning of Article 1148 of the Luxembourg Civil Code, that is to say an unforeseeable, irresistible and external event. The party prevented from performing shall inform the other without delay. The obligations are suspended for the duration of the impediment. If it lasts more than sixty (60) days, either party may terminate the Service concerned in writing, without compensation. The obligation to pay for the Services already performed remains.

Article 17Personal data

Each party shall comply with Regulation (EU) 2016/679 (GDPR) and the Law of 1 August 2018 on the organisation of the Commission nationale pour la protection des données (CNPD), the Luxembourg National Commission for Data Protection.

Processing by the Agency: the Agency processes, as data controller, the data of its contacts at the Client for the management of the business relationship, invoicing and B2B prospecting. The arrangements and the rights of data subjects are described in its privacy policy, available at letz-grow.com/privacy-policy.

Data entrusted by the Client: where the Agency processes personal data on behalf of the Client (contact forms, call tracking, customer files, CRM, automations, conversational agents), the Client is the data controller and the Agency acts as processor within the meaning of Article 28 of the GDPR. The Agency’s undertakings are set out in Appendix 2. The Client remains responsible for the lawfulness of its processing, for informing data subjects and, where applicable, for obtaining their consent (cookies, prospecting, call recording).

The data hosted by the Agency is hosted in the European Union, unless otherwise stated. Where a Third-Party Service involves a transfer outside the European Union, the Agency shall inform the Client and ensure that appropriate safeguards exist.

Article 18Confidentiality

Each party shall keep confidential the non-public information of the other party received in connection with the Contract (business data, access, prices, know-how). It shall use such information only for the performance of the Contract, during its term and for three (3) years after its end.

Article 19Commercial reference and non-solicitation

Unless the Client objects in writing, the Agency may cite the Client’s name and logo and present the published Deliverables as a commercial reference. The Client’s figures and non-public data are used only with its prior consent.

The Client shall refrain from soliciting or hiring, directly or indirectly, any employee or independent service provider of the Agency who has taken part in the Services, during the term of the Contract and for twelve (12) months after its end, unless the Agency agrees in writing. In the event of a breach, the Client shall pay the Agency compensation equal to six (6) months of the last gross remuneration of the person concerned.

Article 20Termination

20.1 Termination at the end of the term

Either party may end a recurring Service at the end of the current period, under the conditions of Article 5. The set-up fees, the one-off Services and the recurring Services are independent: termination of one does not entail termination of the others, except where they are technically inseparable.

20.2 Termination for breach

In the event of a serious breach by either party of its obligations that is not remedied thirty (30) days after formal notice by registered letter with acknowledgement of receipt, the other party may terminate the Contract automatically by registered letter, without prejudice to damages. Non-payment by the Client constitutes a serious breach.

20.3 Early termination at the Client’s initiative

Recurring Services with a commitment period are offered at a price that takes account of the length of the commitment. In the event of early termination by the Client other than for a breach by the Agency, the monthly instalments remaining until the end of the current commitment period become payable. No additional administrative fee is charged.

Article 21End of the Contract and reversibility

At the end of the Contract, for any reason whatsoever, and subject to payment of the sums due, the Agency shall:

• provide the Client with the transfer code for its domain name and with access to the accounts that belong to it;
• return to the Client, upon request made no later than thirty (30) days after the end of the Contract, its content and data in a standard format;
• for subscription websites that have not been bought out and automations under licence, deactivate the service on the end date, after having handed over to the Client its own content;
• delete the personal data processed on behalf of the Client, under the conditions of Appendix 2.

Migration work to another service provider (technical export, e-mail reconfiguration, hosting transfer) is carried out on the basis of a quote.

If a Service that has been paid for has not been fully performed at the end of the Contract, the Agency shall provide the Client with a progress statement within thirty (30) days and refund the unperformed portion, as determined jointly by the parties.

Article 22Refunds

Any sums that the Agency may owe to the Client are refunded by bank transfer within thirty (30) days of the substantiated request or of the event that makes them payable.

Article 23Consumer clients

The GTC are primarily intended for professionals. Where the Client is a consumer, it benefits from all the protective provisions of the Luxembourg Consumer Code and, if it resides in another Member State, from the mandatory provisions of the law of its country of residence. Any clause of these GTC that is contrary to those provisions is not enforceable against it.

In the case of a contract concluded at a distance or off-premises, the consumer has a right of withdrawal of fourteen (14) days from the conclusion of the Contract, without having to give reasons for its decision. The consumer exercises it by any unambiguous statement addressed to the Agency (letter, e-mail to contact@letz-grow.com), or by means of the form set out in Appendix 1. The Agency shall refund all sums paid no later than fourteen (14) days after receipt of the withdrawal.

The Services do not begin before the expiry of the withdrawal period, unless expressly requested by the consumer on the Purchase Order. In that case, if the consumer withdraws, it shall pay an amount proportionate to the Services provided up to the communication of its decision.

The consumer may have recourse, free of charge, to the Service national du Médiateur de la consommation (National Consumer Ombudsman Service, Luxembourg), www.mediateurconsommation.lu, or to the competent out-of-court dispute resolution body of its country of residence. The consumer may also bring proceedings before the courts of its place of residence.

Article 24Miscellaneous provisions

• Entire agreement: the Contract expresses the entire agreement of the parties and replaces any prior exchange on its subject matter.
• Severability: if a clause is declared null and void or deemed unwritten, the other clauses remain in effect.
• No waiver: the fact of not relying on a clause does not constitute a waiver of the right to rely on it at a later date.
• Communications: the e-mails exchanged at the addresses stated on the Purchase Order constitute writing between the parties. The Client shall maintain a valid e-mail address that is checked regularly.
• Amendment of the GTC: the Agency may amend the GTC. The amendments apply to Contracts in progress as from their next renewal, after the Client has been informed at least one (1) month in advance.

Article 25Governing law and disputes

The Contract is governed by Luxembourg law. The parties shall endeavour to resolve any dispute amicably, by means of a written complaint to which a reply shall be given within fifteen (15) days. Failing agreement within thirty (30) days, any dispute between professionals falls within the exclusive jurisdiction of the courts of the judicial district of Luxembourg, including in the event of summary proceedings, third-party proceedings or multiple defendants, subject to the mandatory rules protecting consumers (Article 23).

Part II · Special conditions by offer

They supplement Part I and prevail over it for the offer concerned.

Offer AWebsite, hosting and maintenance

A.1 Content of the offer

The number of pages, the features, the number of mock-up versions, any copywriting of the content and the options (multilingual, e-commerce, booking, etc.) are specified on the Purchase Order.

A.2 Project process

• Briefing: a kick-off discussion is held to define the site structure, which is sent to the Client for approval (Article 11). A change to the site structure after approval may be the subject of a quote.
• Mock-up: the Agency submits the mock-up. The number of revision rounds included is stated on the Purchase Order. Each round of feedback from the Client must be grouped into a single request.
• Go-live: after approval, the website is put online within the period stated on the Purchase Order or, failing that, within fifteen (15) business days. If the Client does not approve the mock-up despite the reminders provided for in Article 11, the Agency may put online the latest version deemed approved.

A.3 Hosting and maintenance

Hosting is provided by a professional service provider located in the European Union. The Agency uses reasonable means to ensure the availability of the website, excluding scheduled maintenance and incidents attributable to the hosting provider or to the networks. It carries out daily backups, kept for thirty (30) days, as well as the security updates of the CMS and of the extensions it has installed.

The changes included in the subscription relate to existing content (texts, images, opening hours, prices) within the limit provided for in the Purchase Order or, failing that, within the limit of reasonable use. They are carried out on business days and during business hours, within five (5) business days. The creation of new pages or features, or redesigns, shall be the subject of a quote.

A.4 Access and e-mail

The Client has editor access to its website. Administrator access may be given to it upon written request. Any intervention by the Client or a third party on the code, the extensions or the configuration is carried out under the Client’s responsibility, and restoration is invoiced on the basis of a quote. The e-mail addresses provided are supplied via a Third-Party Service. The Client is responsible for the use made of them.

A.5 Prohibited uses

The Client shall refrain from using the hosting for unlawful content, the sending of unsolicited mail, any attack on the security of computer systems or any use that manifestly exceeds normal use of the resources. Where manifestly unlawful content is reported, the Agency may suspend access to it and shall inform the Client.

Offer BOrganic and local search engine optimisation (SEO, Google Business Profile)

The offer includes the actions listed on the Purchase Order (audit, technical optimisations, content writing, link building, optimisation of the Google Business Profile listing, reports). Search engine optimisation is subject to the algorithms of the search engines: no ranking and no volume of traffic can be guaranteed.

Where the Agency works on a website that it did not produce, the Client shall provide it with the necessary access and ensure that it has a recent backup before the work is carried out. The Agency itself makes a backup before any technical change where the environment allows. If an intervention is technically impossible, the Agency sends its recommendations to the Client or to its service provider.

The Google Business Profile listing belongs to the Client, who remains its owner.

The Agency operates within it as a manager. A suspension of the listing by Google cannot be attributed to the Agency, except in the event of a breach on its part. The Agency shall then assist the Client in the reinstatement procedure, with no guarantee of result.

Where a call-tracking system is put in place, the Client is informed of it, may deactivate it at any time, and remains responsible for informing the persons it speaks with if the calls are recorded.

Offer COnline advertising and social media

C.1 Advertising budget and management fees

The advertising budget (sums paid to Google, Meta or any other advertising network) is paid directly by the Client to the advertising network, using its own means of payment, unless the Purchase Order provides for an included budget. The Agency’s fees (creation and management) are separate and remain due even if the Client does not activate its means of payment or reduces its budget below the recommended threshold.

C.2 Accounts and set-up

The campaigns are created in the Client’s advertising accounts (Article 13). In order to ensure consistent management, the Client shall refrain from modifying the campaigns itself during the Contract without informing the Agency. Changes to the budget or targeting requested by the Client are applied within two (2) business days.

If the Client does not respond within the time limit of Article 11, the Agency may launch the campaign on the basis of the settings sent to the Client in writing (keywords, advertisements, budget, area).

C.3 Compliance of advertisements

The Client warrants that its activity, its offers and its content comply with advertising regulations and with the policies of the advertising networks. The Agency may refuse or withdraw an advertisement that is manifestly non-compliant. The sector-specific restrictions of the advertising networks may limit distribution. They do not constitute a breach by the Agency.

C.4 Social media

The number of posts, the formats (image, carousel, video) and the follow-up meetings are stated on the Purchase Order. The editorial calendar is sent to the Client for approval (Article 11). Moderation of comments and messages remains the responsibility of the Client, unless this option is taken. A post that has already been published is modified only to correct an error by the Agency or on the basis of a quote.

The landing pages created by the Agency in the course of campaigns follow the rules applicable to subscription websites (Article 12.3), unless otherwise stated.

Offer DGraphic design and printing

Each offer specifies the number of proposals and revisions included (for example: logo, two (2) creative directions and two (2) revisions; business card, one (1) proposal and one (1) revision). The texts are provided by the Client, and proofread and corrected by it. Advanced photo retouching is not included, unless this option is taken.

Print proof (bon à tirer, “BAT”): no printing is launched without the Client’s written approval of the BAT.

Approval of the BAT transfers to the Client the responsibility for the errors (spelling, contact details, layout) that it contains.

Printing: slight variations in shade between the screen and the printed medium, as well as a quantity tolerance of plus or minus five (5)%, are inherent in printing processes and do not constitute a defect. The carrier’s delivery times are indicative. The Client shall check the parcels upon receipt and make any reservation to the carrier and to the Agency within three (3) business days.

The delivery area included is Luxembourg, metropolitan France and Belgium.

Any other destination shall be the subject of a quote. The rights in the creations are governed by Article 12.3.

Offer EAutomation and artificial intelligence

E.1 Purpose

The offer covers the design, configuration, deployment to production and, where applicable, maintenance of automation scenarios, integrations between software applications, conversational agents and tools based on artificial intelligence (hereinafter the “Automations”), in accordance with the specifications or the scope defined in the Purchase Order.

E.2 Scoping and acceptance testing

A scoping workshop defines the processes concerned, the tools to be connected, the data processed and the success criteria. The Automations are tested in a test environment or on a sample of data before deployment to production.

The Client carries out acceptance testing within the time limit of Article 11. Deployment to production constitutes approval. Requests for changes outside the scope shall be the subject of a quote.

E.3 Third-party tools, accounts and costs

The Automations rely on Third-Party Services (for example: Make, Zapier, n8n, OpenAI, Anthropic, Mistral or the Client’s CRM). Unless otherwise stated, the subscriptions, licences and usage-based costs (operations, tasks, credits, API tokens, SMS) are borne by the Client and taken out in its name. Where the Agency re-invoices them, it does so at cost or according to the price scale stated in the Purchase Order. The Client is informed that these costs vary with the volumes processed. The Agency may set up usage alerts or caps at the Client’s request.

API keys and login credentials are stored in secure spaces. The Client shall not share its access with unauthorised third parties and shall inform the Agency without delay of any suspected compromise.

E.4 Maintenance and changes to Third-Party Services

Where a maintenance contract is taken out, the Agency monitors the proper functioning of the Automations in accordance with the arrangements provided for in the Purchase Order and corrects the anomalies attributable to it. The adaptations made necessary by a change to a Third-Party Service (change of API, price or functionality, end of service) are included within the limit provided for in the maintenance contract, and thereafter carried out on the basis of a quote. Without a maintenance contract, the Agency guarantees that the Automations will function in conformity for thirty (30) days after deployment to production.

E.5 Specific features of artificial intelligence

The Client is informed that artificial intelligence systems produce probabilistic results, which may be inaccurate, incomplete or inappropriate. The Agency applies good configuration practices (instructions, limits, controls), but does not guarantee the accuracy of the content generated. It is the Client’s responsibility:

• to provide for human validation of any decision or communication having a significant effect (contractual commitment, price, legal, medical or financial advice, decision concerning a person);
• to inform persons that they are interacting with an artificial intelligence system and, where applicable, that content has been artificially generated, in accordance with Regulation (EU) 2024/1689 on artificial intelligence where it applies;
• not to transmit sensitive data (health data, full bank details, etc.) to the Automations without having expressly provided for this with the Agency;
• not to use the Automations for a use prohibited by law or by the terms of the artificial intelligence providers.

The Agency favours, where possible, configurations in which the Client’s data is not used by the provider to train its models, and informs the Client of the applicable terms.

E.6 Ownership of the Automations

The scenarios, configurations and prompts developed specifically for the Client are assigned to it upon full payment of the fixed creation fee. Where they are provided as part of a subscription, they are licensed for the term of the subscription, with the possibility of export on the basis of a quote. The Agency’s generic building blocks, templates and methods remain its property (Article 12.2): the Client may use them within the Automations delivered, but may not resell them or reuse them separately. The data processed and the content generated for the Client belong to it, subject to the terms of the artificial intelligence providers.

Appendix 1Withdrawal form

(To be completed and returned only if the Client is a consumer benefiting from the right of withdrawal provided for in Article 23.)

For the attention of Letz Grow (H.T.S SARL), 31 Porte de France, L-4360 Esch-Belval, contact@letz-grow.com:

I hereby notify you of my withdrawal from the contract for the provision of the service below:

Appendix 2Undertakings of the Agency as processor (Article 28 of the GDPR)

Where the Agency processes personal data on behalf of the Client, it undertakes to:

• process the data only on documented instructions from the Client, solely for the purposes of the Services (the Purchase Order and the specifications constitute instructions);
• ensure the confidentiality of the data and ensure that the persons authorised to process it are bound by an obligation of confidentiality;
• implement appropriate technical and organisational measures (access control, strong authentication where available, encryption of exchanges, backups);
• engage a sub-processor (hosting provider, automation tool, artificial intelligence provider) only after informing the Client, who may object on legitimate grounds. The list of sub-processors is available on request;
• assist the Client in responding to requests from data subjects to exercise their rights and in meeting its security and impact assessment obligations;
• notify the Client of any personal data breach as soon as possible, and no later than forty-eight (48) hours after becoming aware of it;
• at the end of the Services, return the data to the Client and then delete it, unless there is a legal retention obligation;
• make available to the Client the information necessary to demonstrate compliance with these obligations and allow reasonable audits, at the Client’s expense, subject to thirty (30) days’ notice.

The categories of data and of data subjects and the duration of the processing are specified in the Purchase Order or in the specifications of each Service.