This English translation is provided for information only. The French version is the only legally binding version and prevails in the event of any difference.

LOCUTA is a simplified joint-stock company (société par actions simplifiée) registered with the BORDEAUX Trade and Companies Register under number 884 096 512, whose registered office is at Cité Numérique - CS 50045, 406 Boulevard Jean-Jacques Bosc, 33130 Bègles (hereinafter “LOCUTA”).

Article 1: Purpose

LOCUTA offers a service called STARLEADS that enables businesses to manage their inbound and outbound exchanges by phone, web chat, SMS and WhatsApp, using conversational artificial intelligence agents (hereinafter the “Service”).

The Service is available on the STARLEADS platform https://app.starleads.co/ (hereinafter the “Platform”).

The website www.starleads.co (hereinafter the “Site”) presents the Service and the various plans available for subscription (hereinafter the “Plans”).

The purpose of these general terms of sale (hereinafter the “Terms of Sale”) is to define the conditions for subscribing to the Service.

They apply to any subscription to the Service by a business customer (hereinafter the “Customer”).

It is expressly specified that persons who qualify as consumers within the meaning of the Code de la consommation (French Consumer Code) are not eligible for the Service.

Any subscription to the Service on the Site constitutes the Customer's full and complete acceptance of the Terms of Sale and of the general terms of use available on the Site and the Platform, without restriction or reservation.

It is expressly agreed that any provision contrary to those set out in the Terms of Sale shall be deemed unwritten and that, if any clause were declared void or ineffective, the validity of the other clauses shall not be affected.

The Terms of Sale may be amended; it is the Customer's responsibility to consult the latest version each time it subscribes to the Service.

Article 2: Subscription

2.1. Description of the Plans

The various Plans of the Service are available on the Site.

LOCUTA describes and presents them on the Site as thoroughly as possible, so that the Customer is aware of their essential characteristics (features, prices, etc.) before subscribing to any of them.

To this end, the Customer is invited to consult the guides and explanatory videos available on the Site before subscribing.

Before subscribing to the Service, the Customer may also book, via the Site, a thirty-minute video call with a STARLEADS expert to obtain more information and ask questions.

It is specified that the Service may be presented on the Site in the form of photographs, images, videos and/or infographics, which are provided for illustrative purposes only and have no contractual value.

The Customer is informed of this and therefore cannot hold it against LOCUTA.

2.2. Creating a personal account

Before finally confirming the Plan it has chosen, the Customer is invited to create its personal account on the Platform.

To do so, it must enter a surname, first name, email address, company and job title, and choose a password.

The Customer is then invited to choose a payment method and enter the bank details with which it wishes to pay for the Service.

It is specified that the Customer will only be charged if it subscribes to a Plan and/or to paid features.

Once these steps are completed, the Customer must confirm the creation of its personal account after reading and accepting the Terms of Sale.

The Customer may download, print and keep a copy of the Terms of Sale if it wishes.

2.3. Confirming the subscription to the Service

Once logged in to its personal account, the Customer is invited to choose one of the Plans offered by LOCUTA.

It may also choose to sign up for the free trial offered on the terms indicated on the Site and the Platform.

2.4. Refusal of a subscription

LOCUTA reserves the right to refuse any subscription from a Customer with whom it has been or is currently in dispute.

LOCUTA also reserves the right to refuse any subscription that appears abnormal.

In all these cases, the Customer may not make any complaint against LOCUTA.

Article 3: Access to the platform and use

The Customer is invited to refer to the general terms of use of the Platform, available on the Platform, for the full terms governing its use.

Access to the Platform is subject to subscription to the Service and, where applicable, to payment of the price by the Customer in accordance with Article 4.

Once the personal account has been created and the necessary information entered, including bank details, the Customer will have immediate access to the Service, which excludes any exercise of the right of withdrawal.

The Customer undertakes not to disclose the access codes to its personal account under any circumstances.

Otherwise, it will be solely responsible for the consequences of any use of its personal account by a third party.

LOCUTA reserves the right to suspend the Customer's account if it is found that the Customer's login details have been stolen or used by a third party without the Customer's consent, without the Customer being able to hold this against LOCUTA or claim compensation.

If the Customer itself finds that a third party is using its login details to access its personal account, it must inform LOCUTA without delay.

Likewise, making the resources and documentation provided by LOCUTA available to a third party, in any form and for any reason whatsoever, is strictly prohibited without LOCUTA's prior written authorisation and renders the person responsible liable in contract and in tort.

Article 4: Financial terms

4.1. Price

The prices of the Plans are shown on the Site and stated in euros excluding VAT. The applicable VAT is added at invoicing; the invoice shows the amount excluding VAT, the VAT and the total including VAT.

They may be revised for promotional offers or one-off operations.

If prices change after the Customer has subscribed, LOCUTA will inform the Customer at least one month before the new prices take effect.

Prices do not include any maintenance, support or after-sales costs, or costs relating to the internet connection and/or electronic equipment, which remain payable by the Customer.

The Plans are Starter, Pro and Business. A 7-day free trial gives access to the whole platform, Business features included, with no limits.

Each Plan is subscribed to under one of the following two options, whose prices are shown on the Site:

  • the option with a twelve-month commitment, at the lowest monthly price. It includes a credit allowance that can be used freely during the twelve months of the contract (article 4.3);
  • the option with no commitment, concluded for one month, at a higher monthly price. It includes a credit allowance for each month of subscription.

Under both options, the price is invoiced and paid every month.

4.2. Term, renewal and termination

Option with a twelve-month commitment. The subscription is concluded for a term of twelve months and is tacitly renewed for a further period of twelve months. The Customer may object to the renewal by sending its termination by registered letter to LOCUTA at its registered office address, giving two months' notice before the annual expiry date. Termination takes effect on that expiry date. The monthly instalments for the current twelve-month period remain due until its end.

Option with no commitment. The subscription is concluded for a term of one month and is tacitly renewed from month to month. The Customer may terminate it at any time from its account on the Platform. Termination takes effect at the end of the current month; the month that has started remains due.

Change of option. The Customer may switch from the option with no commitment to the option with a twelve-month commitment at any time; a twelve-month period then begins. A switch the other way takes effect at the end of the current twelve-month period.

4.3. Included credits and unused credits

With the option with a twelve-month commitment, the credit allowance covers the whole contract year. The Customer spreads its usage freely over this period, with no monthly quota imposed.

At the annual expiry date, 25% of the balance of unused credits is refunded if the Customer renews its commitment for the following year with the same contract. This is a refund, not a carry-over of credits.

LOCUTA monitors usage and contacts the Customer before its allowance runs out to offer an amendment increasing its capacity. If the Customer accepts, a new twelve-month commitment period begins, with the same subscription and the increased capacity defined in the amendment. This change is not automatic: it requires the Customer's agreement.

With the option with no commitment, the credits included for a month are used during that month; credits not used by the end of the month are not carried over.

4.4. Payment methods

The price is payable every month: the first monthly instalment at the end of the 7-day free trial, or on subscription if the Customer subscribes without a trial, and the following ones on the same date in the following months.

Payment is made online by bank card via the Stripe online payment service.

The Customer undertakes to pay the full price and to hold all the authorisations required to use the chosen payment method.

LOCUTA may interrupt the Customer's access to the Service as soon as the first debit is rejected by the bank.

Article 5: Contractual and informational documents

LOCUTA makes a number of documents available to the Customer on the Platform (invoices, campaign results, completed prospect files, etc.); it is the Customer's responsibility to download and keep them by its own means once these documents have been put online and/or communicated by LOCUTA.

If a document is found to be missing, the Customer is invited to contact LOCUTA to request the documents it needs.

No complaint may be made against LOCUTA under any circumstances if the documents are not, or are no longer, accessible online.

Article 6: Customer's obligations

By subscribing to the Service via the Site, the Customer undertakes to:

  • pay the price set in accordance with Article 4, unless it benefits from the free trial phase;
  • not disclose its personal access codes to a third party;
  • not pass on the documents provided by LOCUTA to a third party;
  • comply with its obligations regarding personal data;
  • comply with the Terms of Sale and the general terms of use of the Site and the Platform;
  • respect the rights of LOCUTA and of third parties;
  • comply with the applicable regulations in general.

The Customer undertakes to guarantee compliance with all the above obligations by the people in its company who have access to the Platform, and to provide them with these Terms of Sale and the general terms of use of the Site and the Platform.

Article 7: LOCUTA's obligations and warranties

As the Customer is a professional contracting in the course of its business, LOCUTA is not bound by the statutory obligation of conformity.

Nevertheless, LOCUTA undertakes to provide a quality Service that matches the descriptions given on the Site and/or in its sales documents and complies with the professional rules customary in its business.

LOCUTA also undertakes to process the personal data provided by the Customer in accordance with the applicable regulations and legislation and with Article 9.

Article 8: Limitation of liability

8.1 Obligation of means

LOCUTA makes every effort to ensure the effectiveness of the Service.

However, it is specified that LOCUTA is bound only by an obligation of means (obligation de moyens) in communicating the information requested, and not by an obligation of result (obligation de résultat).

This is because the Customer is aware that the Service works through artificial intelligence that operates probabilistically.

Consequently, LOCUTA may inform the Customer that certain information collected is uncertain and requires verification, either later via the Service or directly by the Customer.

In this case, the Customer cannot hold it against LOCUTA.

8.2 Exclusion of certain calls

The Customer is informed that LOCUTA has put certain measures in place to ensure responsible use of the Service.

Accordingly, certain calls may be excluded without the Customer being able to hold this against LOCUTA.

These include, for example, calls requested by the Customer that LOCUTA considers too frequent and/or too close together.

Calls to unsupported foreign numbers and to premium-rate numbers will also be excluded.

LOCUTA will inform the Customer of this without, however, having to justify its exclusion choices, which the Customer acknowledges and accepts.

8.3 Other limitations of liability

Finally, and in general, LOCUTA declines all liability in the following cases:

  • breach of the Terms of Sale and/or the general terms of use of the Site and the Platform attributable to the Customer;
  • faulty operation of the Customer's infrastructure (hardware, software, operating system…);
  • malfunctions that may occur in the Customer's network resources (reduced bandwidth, internet congestion…);
  • interruption of the Service due to maintenance operations or technical incidents related to operating systems (e.g. viruses, outages, etc.);
  • delay or non-performance where the cause is a case of force majeure (natural disaster, war, fire, strike, power cut, accident, transport delays, health crisis…);
  • theft of the Customer's identity and/or fraudulent use of its personal account.

LOCUTA may suspend the Customer's account in the event of non-compliant use.

LOCUTA accepts no liability for any investment the Customer may make following the campaigns carried out as part of the Service, and in no way guarantees the results of investments made as a result.

Article 9: Personal data

9.1. Customer's personal data

When creating its personal account, the Customer must provide the following information:

  • Surname and first name
  • Phone number
  • Email address
  • Company name
  • Job title

LOCUTA takes all necessary measures to ensure the security of the Customer's personal data.

However, LOCUTA cannot be held liable if such data is intercepted by an unauthorised third party.

Pursuant to loi n°78-17 du 6 janvier 1978 (the French Data Protection Act of 6 January 1978) and the General Data Protection Regulation of 27 April 2016 (hereinafter the “GDPR”), the Customer has a right of access, rectification and portability in respect of this data, which it can exercise by sending a written request by post to LOCUTA, Cité Numérique, CS 50045, 406 boulevard Jean-Jacques Bosc, 33130 Bègles, or by email to dpo@starleads.co.

The Customer also has the right to delete its personal account and its personal data, which it can exercise in the same way.

The Customer's personal account and personal data will be deleted within a maximum of one (1) month of receipt of the deletion request.

However, it is expressly provided that LOCUTA may retain certain data to defend its interests in the event of a subsequent complaint or dispute.

For LOCUTA's privacy and data protection policy, the Customer is referred to the general terms of use available on the Site and the Platform.

9.2. Third-party personal data provided by the Customer to LOCUTA

In the context of the Customer's contractual relationship with LOCUTA, LOCUTA acts as processor of the personal data communicated by the Customer, which for its part acts as controller within the meaning of the GDPR.

The provisions below define the legal framework for LOCUTA's role as processor of the personal data provided by the Customer as part of the Service.

9.2.1. Nature, purpose and duration of the processing

LOCUTA processes personal data in order to meet its contractual commitments to the Customer, and more specifically to handle the inbound and outbound exchanges that the Customer entrusts to the AI agents, by phone, web chat, SMS and WhatsApp, to qualify requests and to carry out the actions configured by the Customer in its tools.

The processing will last for the term of the Service subscribed to by the Customer and will continue until the contractual relationship between the Parties ends.

9.2.2. Data subjects and data processed

The data subjects are the Customer's prospects, customers and other contacts involved in the exchanges it entrusts to the Service.

The data processed will be the data provided by the Customer to LOCUTA, enriched by LOCUTA where applicable, namely:

  • the name of a company and/or of a third party;
  • the phone number of a company and/or of a third party;
  • the voice of the person who answers during the call session;
  • the name of the contact holding the professional position sought;
  • their direct phone number;
  • their email address.

The person who answers during the call session may also spontaneously provide data that may be processed by LOCUTA and then passed on to the Customer (e.g. X has left the company, is on leave, is in a meeting, etc.).

It is specified that the call session may be recorded and transcribed.

9.2.3. Customer's obligations

As controller, the Customer is solely responsible for the personal data it communicates to LOCUTA for the performance of the Service.

It indemnifies LOCUTA against the consequences of any failure to meet its obligations under the GDPR.

The Customer undertakes in particular that:

  • the processing requested of LOCUTA is lawful,
  • the personal data provided to LOCUTA has been collected and processed by the Customer in accordance with the applicable regulations and legislation.

Among other things, the Customer acknowledges that it has provided the required information to the data subjects of the processing operations, at the time the data is collected where personal data is collected from the data subject, or within the required time limits where the personal data has not been collected from the data subject, in accordance with Articles 12 to 14 of the GDPR.

Finally, the Customer undertakes to:

  • provide LOCUTA with the data needed to enable it to meet its contractual obligations in compliance with the applicable regulations and legislation,
  • document in writing any instruction concerning the processing of data by LOCUTA,
  • ensure, beforehand and throughout the processing, compliance with the obligations laid down by the GDPR.

9.2.4 LOCUTA's obligations

LOCUTA undertakes to process the personal data communicated by the Customer as part of the Service in accordance with the applicable regulations.

To this end, LOCUTA undertakes to:

  • provide sufficient guarantees regarding the implementation of appropriate technical and organisational measures to meet the requirements of the applicable regulations, which it will present to the Customer on first request,
  • train its staff to comply with all its legal and regulatory obligations,
  • process the data entrusted to it only for the intended purposes,
  • subject all its staff involved in processing personal data to a confidentiality obligation,
  • not engage a sub-processor without the Customer's prior written authorisation,
  • not pass on the personal data entrusted by the Customer to third parties, except to meet a legal obligation incumbent on it,
  • not transfer the data to a third country except on the Customer's express instruction,
  • inform the Customer without delay of any request it receives from data subjects,
  • inform the Customer of any breach and/or loss of the personal data entrusted to it,
  • help the controller meet its obligation to respond to requests from data subjects to exercise their rights under Chapter 3 of the GDPR,
  • cooperate with the Customer on data security and any impact assessments,
  • make available to the Customer all the information needed to demonstrate compliance with the obligations set out in this article, and allow for and contribute to audits,
  • delete all personal data at the end of the contractual relationship governed by the Terms of Sale,
  • destroy existing copies, unless its legal and regulatory obligations require it to keep them.

Article 10: Complaints

Any complaint from the Customer must be sent by post to LOCUTA, Cité Numérique, CS 50045, 406 boulevard Jean-Jacques Bosc, 33130 Bègles, or by email to contact@starleads.co.

Article 11: Intellectual property

Any reproduction, modification, transmission, exploitation and/or misappropriation, by any process whatsoever, of all or part of the Site, the Platform and/or their textual, software, visual, audio or other content is strictly prohibited, on pain of legal proceedings, including criminal proceedings.

The right to use the Platform granted by LOCUTA to the Customer shall in no way be construed as any assignment or exclusive licence over the Platform, the software governing it or any of its components.

LOCUTA reserves the right to take action against anyone who makes unauthorised use of the Site and its content (trademarks, patents, designs, models, software, infographics, visual identity, logos, photographs, videos, scripts, diagrams, …) and/or, in general, uses or damages its image without its authorisation.

The Customer guarantees compliance with these provisions by its managers, staff and/or employees, and answers for them in this respect.

Finally, the Customer undertakes not to disparage LOCUTA's trademarks, logos and other distinctive signs in any way.

Article 12: Translation

The Terms of Sale are written in French but may be translated so that the Customer can understand them properly.

In the event of a conflict of interpretation between the different versions of the Terms of Sale, it is expressly agreed that the French version of the Terms of Sale shall always prevail.

Article 13: Disputes

Any dispute relating to the application and/or interpretation of the Terms of Sale is governed by French law.

An attempt must first be made to settle it amicably.

As the Customer is a professional, it is expressly provided that, failing an amicable settlement, the dispute shall be brought before the court with jurisdiction over the place of LOCUTA's registered office.