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GENERAL TERMS AND CONDITIONS OF LODAGO

The Rocketmail company has developed the Software “Lodago” with several functionalities related to appointment scheduling.

This software can be used as an application accessible remotely as a service, through the Internet online, in SaaS mode (“Software as a Service”).

The User can subscribe to a Subscription granting the User a right to use this Software in return for the payment of a royalty. The User acknowledges, by subscribing to any Subscription to the Application Services:

To have received, prior to the contractual relationship with Rocketmail, the present General Terms and Conditions as well as all useful and detailed information regarding the technical and organizational characteristics but also the limits and feasibility of the proposed Application Services as well as all necessary warnings regarding the use of Rocketmail’s Application Services.

To have had the pre-contractual information allowing the User to freely choose the Application Services, it is specified that the information provided by Rocketmail to the User is of general scope and is limited to what users would generally want for a situation similar to the User. The Application Services are indeed composed of a standard software package designed to satisfy the greatest number of users and not software specifically developed for the User, Rocketmail cannot therefore guarantee its adaptation to the specific needs of each User and Sub-Users.

The User acknowledges to be bound by all the terms of these General Terms and Conditions when subscribing to a Subscription to the Application Services. The User warrants to have read, understood, and accepted in full all of the contractual documents set forth in the “Contractual Documents” section of these General Terms and Conditions, which bind the User to Rocketmail and agrees to keep a copy or backup of all contractual documents on any durable medium. Any access or use of the Application Services by the User implies automatic, firm, unconditional, and complete acceptance by the User of these General Terms and Conditions. The User warrants to have full authority to subscribe to these General Terms and Conditions, including any contractual document that would be accepted under the article “Contractual Documents”.

IMPORTANT: Sub-Users acknowledge by ticking the box “I warrant to have read, understood and accepted in full these General Terms and Conditions” that they are bound by the obligations of these General Terms and Conditions, including those mentioned in articles 7, 8, 9, 16, 17, 18, 19, 21, 36, 39.

Article 1. Definitions

The terms below shall have the meaning given to them in these general terms and conditions by their following definition (regardless of whether the word is singular or plural):

Anomaly: means any defect in the Application Services whose anomaly is located in the source code of the Application Services. Any error, non-conformity, and/or malfunction not located in the source code of the Application Services does not constitute an anomaly.

Application Services: refers to the services offered in SaaS mode (“Software as a Service”) by Rocketmail allowing the use of the Software by the User and by which a personal, non-exclusive, non-assignable, and non-transferable right of use of the Application Services is granted to the User under these General Terms and Conditions. The Application Services include:
A right of access to Rocketmail’s servers under the conditions defined below;
A personal, limited, non-exclusive, non-assignable, and non-transferable right to use the Application Services in return for payment of the Royalty;
A set of services defined hereafter, namely data hosting, maintenance of the Application Services, and technical assistance in the use of the Software.

Contract: means these General Terms and Conditions and the Subscription.

Documentation: means the technical and commercial documentation related to the modalities of use, conditions, technical restrictions… related to the use and access to the Application Services. The present Agreement and the Appendices shall be part of the Documentation.

Features: refers to the modules or options subscribed to by the User at the time of the Subscription or during the Subscription. Features are fully described in the Documentation.

General Terms and Conditions: means the present general terms and conditions including its annexes, namely: Annex 1: Policy for the processing of Users’ personal data, Annex 2: Subcontracting of personal data processing, and Annex 3: Service level agreement.

Identifiers: means the Sub-User’s own identifier (“login”) and password, communicated after the User has subscribed to the Subscription and paid the first Royalty.

Initial Period: means the minimum period of commitment to the Application Services.
Internet: refers to all interconnected networks, which are located in all regions of the world.

Meeting: means any appointment made using the Software, by a Sub-User with any third party or by a third party with a Sub-User.

New Version: means all the evolutions made to the Application Services concerning the functionalities of the Application Services.

Non-Working Day(s): means Sundays and Luxembourg’s legal public holidays. The list of Luxembourg’s legal public holidays is available here: https://luxembourg.public.lu/en/living/quality-of-life/jours-feries-legaux.html.

Parties: refers to Rocketmail and the User.

Party: means Rocketmail or the User.

Proof of Concept: means any paid trial of the Application Services which includes the demonstration (test) of the feasibility, viability, and validity, for the duration specified in the Subscription, of the Application Services subject to the General Terms and Conditions.

Rocketmail: refers to the company Rocketmail, a limited liability company, whose registered office is located at 9 rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg, registered in the Trade and Companies Register of the Grand Duchy of Luxembourg under number B157869.

Royalty: means the price paid by the User for the right to use the Application Services. The rates and payment terms are specified in the Subscription.

Software: means the software developed by RocketMail, which has several functionalities related to appointment scheduling and marketed under the name of Lodago, as well as the documentation associated with it, its interfaces, and its possible parameters.

Sub-User: means any person designated by the User who benefits, through the User’s Subscription, from the Application Services. The Sub-User must be at least 18 years old.

Subscription: means any personalized quote issued by Rocketmail or any subscription made by the User directly online on the website of the company Rocketmail on the page dedicated to subscription or by exchange of emails with Rocketmail and allowing the User to benefit from the Application Services under the terms of these General Terms and Conditions in return for the payment of a royalty for use at the rate and terms of payment provided in the quote or online.

User: refers to the Subscriber’s legal entity of a Subscription, who is granted access and right of use of the Application Services under the terms of these General Terms and Conditions.

Virus: means anything or device (including any software, code, file or program) that may (i) prevent, alter or adversely affect the operation of the Application Services or any computer software, hardware or network, telecommunications service, equipment, or network or any other service or device; (ii) prevent, alter or otherwise adversely affect access to or the operation of the Application Services or any program or data, including the reliability of any program or data (whether by rearranging, modifying or deleting the program or data in whole or in part or in any other manner); or (iii) adversely affect the experience of the User or Sub-User, including worms, Trojan horses, and other similar things or devices.

Working Day(s): means the days of the week from Monday to Saturday, except during Luxembourg’s legal public holidays. The list of Luxembourg’s legal public holidays is available here: https://luxembourg.public.lu/en/living/quality-of-life/jours-feries-legaux.html.

Article 2. Owner, Publisher and Host of the Application Services (including the Software)

The owner and publisher of the Application Services and the Software is the company:

Rocketmail
Limited liability company with a capital of 27 500 euros
Registered office: 9 rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg,
Registered in the Trade and Companies Register of the Grand Duchy of Luxembourg under the number B157869,
E-mail: contact@staging.lodago.com
The Director of Publication is: Mr Mustafa SENHAJI,
The Host of the Application Services is the company: Amazon, whose registered office is P.O box 81226, Seattle, WA 98108-1226, United-States and telephone number is 1- (206) – 266 -4064.

Article 3. Purpose

The purpose of these General Terms and Conditions is to define the conditions under which Rocketmail grants the User for the benefit of its Sub-Users, a personal, non-exclusive, non-assignable, and non-transferable right of use of the Application Services for the entire duration of the Subscription and for the entire world, under the conditions set forth in the Contract.

The right of use being non-exclusive, Rocketmail remains free to grant to third parties rights similar to those granted to the User or to proceed to direct exploitation of the Application Services, the Application Services being composed of a standard software package designed to satisfy the greatest number of users and not a software specifically developed for the User.

Article 4. Scope of application

These General Terms and Conditions apply to any Subscription taken out by a User for its Sub-Users to benefit from the Application Services. Any Subscription to benefit from the Application Services implies the User’s express acceptance of these General Terms and Conditions, as well as the waiver, by this fact, to the application of its contractual conditions. In the event that several contractual documents are drawn up and approved between the Parties, the present General Terms and Conditions shall prevail over any other contractual document, unless Rocketmail has given its express prior written consent and subject to the stipulations of the article “Contractual Documents” of the present General Terms and Conditions.

The general terms and conditions of the User or any other similar document, enacted or usually used by the User, are not opposable to Rocketmail.

The information and data contained in Rocketmail’s communication media, in particular websites, digital media, catalogs, brochures, or price lists, are provided for information purposes only.

Rocketmail reserves the right not to apply one or more clauses of the present General Terms and Conditions without this being interpreted as a waiver of the right to invoke them subsequently.

Article 5. Contractual documents

The contractual relations between the Parties are governed by the following documents, in descending order of priority (the first document cited being the document of higher rank and the last document cited being the document of lower rank):

  • The Subscription
  • These General Terms and Conditions (including its annexes)

These documents form the Contract between the Parties.

In the event of a contradiction between one or more provisions contained in any of these documents, the higher-level document shall prevail.

The general terms and conditions of the User or any other similar document, enacted or usually used by the User, are not opposable to Rocketmail.

Article 6. Subscription

The User subscribes to the Subscription by exchanging emails with Rocketmail or online on the website of Rocketmail.

In case the User subscribes to the “Lodago Scheduling” Subscription online on the website of Rocketmail, the User chooses freely and under their sole responsibility on the website of Rocketmail the desired options of the Application Services (in particular the number of licenses).

The duration of the commitment to the Application Services, the Royalty, and the terms of payment of the Royalty are provided in the Subscription. The rates mentioned in any Subscription are firm and final. All Subscriptions are valid for a period of thirty (30) calendar days from the date of issue. The User’s firm and unconditional acceptance of the Subscription within the validity period constitutes a Contract.

When subscribing to a Subscription and during the entire duration of the commitment to the Application Services, the User agrees to provide Rocketmail with true, accurate, current, and complete information. In the event of subsequent modifications to the information initially provided to Rocketmail by the User, and whatever the reason or cause, the User agrees to modify without delay this information directly on their online account or, if necessary, by notifying Rocketmail in a clear manner of all the changes to be taken into account. In the absence of modification or notification by the User, Rocketmail cannot be held responsible for any subsequent faults.

Access to the Application Services

⇒ Access to the Application Services via the network

Rocketmail makes available to the User the Application Services accessible on its server through the Internet network. The Application Services are provided as is. Rocketmail is free to select the server(s) and host(s) of its choice. Rocketmail is free to control the assigned URLs and may modify or deactivate them without notice.

The User agrees to full participation and cooperation with Rocketmail necessary to allow them to access the Application Services. In particular, the User agrees to:

  • Implement adequate procedures for the use of the Application Services and have a set of means appropriate to the implementation and operation of the Application Services;
  • Have qualified personnel for the said implementation and operation and ensure the training of its personnel in the use of the Application Services;
  • Ensure to make regular backups of its data and in particular prior to any intervention by Rocketmail. It is also the User’s responsibility to periodically test their backup tool in order to verify the relevance of the backed-up data;
  • Take into account and implement the advice provided by Rocketmail and comply with Rocketmail’s warnings.

⇒ Connection to the Application Services by the Sub-Users

In order to use the Application Services:

  • The Sub-Users must create a unique, personal, non-transferable and online user account on the Lodago application;
  • The User must pay the Subscription Royalty (i.e. the first installment, then the successive installments of the Subscription Royalty), it being specified that in the event that the payment is made by a person other than the User designated to the account, this third party benefits from the rights relating to the Application Services (in particular, to control, manage and obtain reports on the use of the paid subscription);
  • The Sub-Users must connect their Google or Outlook calendars.

The Sub-Users can connect to the Application Services through a unique, personal, non-transferable and online user account that the User must create from the computer medium and network of the Sub-User’s choice under the Sub-User’s sole responsibility on the day of the Subscription. To connect to the Application Services, the Sub-Users must:

  • Have a workstation (computer, tablet or smartphone) with a browser such as Google Chrome 99, Mozilla Firefox 99, or Microsoft Edge or Safari 15 and an operating system supporting these browsers;
  • Identifiers consisting of:
    • a unique identifier assigned by Rocketmail;
    • a password to be created at the first connection to the Application Services by the User after the User has subscribed to the Subscription. An email is sent by Rocketmail to the email address provided by the User so that the User can create a password.
  • Obtain Internet access from the provider of the User’s choice and under the User’s sole responsibility;
  • Go to the secure Rocketmail platform www.lodago.app.

At all times, the Sub-Users are required to access the Application Services in good technical conditions (hardware, software, telecommunications) to ensure all safeguards and protection against possible intrusions in the Application Services.

The Identifiers are intended to reserve access to the User to the Application Services, to protect the integrity and availability of the Application Services as well as the integrity, availability and confidentiality of data handled or transmitted by the Sub-Users. The Identifiers are strictly personal, confidential and non-transferable and are reserved for the exclusive use of the Sub-Users, to the exclusion of any other person or entity. The Sub-Users undertake to make every effort to keep the Sub-Users’ Identifiers secret and not to disclose them in any form whatsoever. The Sub-Users are fully responsible for the custody and use of their identifiers and will ensure that no other person not authorized by Rocketmail has access to the Application Services. In general, the User assumes responsibility for the security of the individual workstations accessing the Application Services. In the event that the Sub-Users become aware that another person is accessing the Application Services, the Sub-Users will inform Rocketmail immediately without delay in writing to the email address support@staging.lodago.com.

The Sub-Users undertake to use a password that is considered strong, secure and compliant with the recommendations of the European supervisory authority Commission Nationale pour la Protection des Données (National Commission for Data Protection). The website of the Commission Nationale pour la Protection des Données is https://cnpd.public.lu/en.html).

If Sub-Users’ Identifiers are lost or stolen, Sub-Users will immediately notify Rocketmail and Rocketmail will provide new Identifiers.

Rocketmail reserves the right to approve or reject any Sub-Users” application for an account without justification and notice.

Rocketmail reserves the right to deactivate any username or password, at any time, if Rocketmail considers that they are in violation of the General Terms and Conditions, the Contract or more generally, for any reason related to the preservation of computer security.

⇒ Availability of the Application Services

Rocketmail undertakes to put in place effective controls to provide reasonable assurance that the Sub-Users can access and use the Application Services 24 hours a day, 7 days a week, subject to:

  • Interruption of network or telecommunications services.
  • Interruptions necessary for the proper functioning of the Application Services, in particular for maintenance. The Application Services may be occasionally suspended due to maintenance interventions necessary for the proper functioning of the servers or the Rocketmail platform. Except for emergencies, maintenance interventions are carried out on Working Days from 06:00 to 08:00 and from 20:00 to 23:59 CET (Central European Time) and from 00:00 to 23:59 CET (Central European Time) on non-working Days.

These interruptions do not give rise to any compensation and Rocketmail cannot be held responsible for the possible impact of this unavailability on the User’s activities.

Access to the Application Services may also be restricted by Rocketmail, which reserves the right to block access to the Application Services for security purposes when accessing from unidentified or suspect terminals.

Article 8. Right to use the Application Services

These General Terms and Conditions grant the User, for the duration of the Subscription and for the whole world, a personal, non-exclusive, non-assignable and non-transferable right of use of the Application Services limited to the User’s personal, exclusive and internal needs to make an appointment with a third party.

The right of use is the sole right to represent and implement the Application Services only in accordance with their purpose, in SaaS mode via a connection to an electronic communications network and in compliance with the stipulations set out in the article “Intellectual Property” of these General Terms and Conditions.

The Application Services remain the full and exclusive property of Rocketmail. These General Terms and Conditions do not confer upon the User any material or intellectual property rights on the Application Services, other than those mentioned in these General Terms and Conditions and, in any event, within the limits stipulated in the article “Intellectual Property” of these General Terms and Conditions.

Article 9. Non-compliant use of the Application Services

The User and Sub-Users are not allowed to use the Application Services in any of the following ways, the list not being exhaustive:

  • in violation of any applicable local, national or international law or regulation or in an illegal or fraudulent manner or with an illegal or fraudulent purpose or effect;
  • to intimidate, abuse or humiliate any person or to harm or attempt to harm minors or vulnerable persons in any way;
  • to transmit, or cause to be transmitted, any unsolicited or unauthorized advertising or promotional material, or any other form of solicitation (spam);
  • to knowingly transmit data, send or upload any material that contains viruses, trojan horses, worms, time bombs, keyloggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
  • to transmit any unlawful, harmful, illegal, threatening, libelous, defamatory, obscene, infringing, harassing or otherwise offensive material of any kind, including material that is racially or ethnically offensive or discriminates against any person on the basis of race, gender, color, religious creed, sexual orientation or disability;
  • to facilitate illegal activities, depict sexually explicit images, and promote illegal violence;
  • to cause damage or injury to any person;
  • to create a competing product, resell all or part of the Application Services to a third party or broker it;
  • to attempt to gain unauthorized access to any portion of the Application Services or any other account, computer system or network connected to the services, whether by hacking, password mining or any other means;
  • to use data mining, robots or similar data gathering or extraction methods in connection with the Services;
  • to disclose health data or sensitive data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Article 10. Maintenance

Rocketmail ensures the corrective maintenance of the Application Services following any Anomaly noted which prevents a normal operation of the Application Services.

The reports of Anomalies must be sent by email to Rocketmail without delay to the email address support@staging.lodago.com. Rocketmail does not provide any support by telephone for the treatment of the Anomalies.

Rocketmail will diagnose the Anomaly and then implement its correction according to the procedure and timeframe of its choice.

Except in case of emergency, maintenance interventions are carried out on Working Days from 00:00 to 08:00 and from 20:00 to 23:59 CET (Central European Time) and on Non-Working Days from 00:00 to 23:59 CET.

Rocketmail is not responsible for corrective maintenance in the following cases (which is not a limited list):

  • User’s refusal to cooperate with Rocketmail in the resolution of the Anomalies and in particular to answer questions and requests for information;
  • Use of the Application Services in a manner that does not comply with their purpose;
  • Unauthorized modification of the Application Services by the User or by a third party;
  • Failure of the User to meet any of their obligations under these General Terms and Conditions or the Contract;
  • Implementation of any software package, software or operating system not compatible with the Application Services;
  • Use of incompatible consumables;
  • Failure of electronic communication networks;
  • Voluntary act of degradation, malice, sabotage;
  • Deterioration due to force majeure (Article 29) or misuse of the Application Services.

Corrective maintenance is exclusive of any modification of the functionalities of the Application Services.

The right to use the Application Services applies to the version as they exist on the day the User subscribes to the Subscription. The subscription to the Subscription does not automatically imply a right to use any New Version of the Application Services, unless otherwise agreed in writing between the Parties.
If the User wishes to obtain a New Version, it will be their responsibility to subscribe to a new Subscription which may result in the collection of additional Royalties depending on the version of the Application Services requested. These General Terms and Conditions shall apply in the same terms to any New Version.

Article 11. Technical support

A technical support service for the Application Services (allowing to deal with questions other than those related to Anomalies) is available to the User from 09:00 to 18:00 CET (Central European Time) on Working days. Any technical support will be charged additionally according to Rocketmail’s financial terms.

Article 12. User's contact points

As the User may subscribe to the use of the Application Services by several persons, the User undertakes to designate unique interlocutors up to a maximum of ten (10) persons within their legal entity for the purposes of communication with Rocketmail. For this purpose, the User will send within fifteen (15) calendar days following the date of subscription of the Subscription, a list including all the designated persons. In the event of an update to this list, the User will send an updated list, in PDF format, without delay, exclusively to the following address: legal@staging.lodago.com. Any changes will be made within fourteen (14) calendar days of receipt of the list. Any other person, in particular any other Sub-User, will not be able to contact Rocketmail directly and will be required to go through one of the designated contact persons in accordance with the procedure set forth in this section.

Article 13. Duration

⇒ Entry into force

Any Contract shall come into force and take effect upon the occurrence of the most recent event between (i) the day of signature or firm, final, and unconditional acceptance of the Subscription by the User or (ii) the day of the first use of the Application Services by the User or any Sub-User.

⇒ Availability of the Application Services

The Application Services are made available to the User in the form of a right of use, according to the conditions set out in these General Terms and Conditions, no later than twenty-one (21) days from the date of full payment of the first Royalty.

⇒ Commitment period

The duration of commitment to the Application Services is determined in the Subscription. In principle and unless otherwise agreed between the Parties, any Subscription may be concluded for an initial commitment period, Initial Period, of one (1) to three (3) months in the context of a Proof of Concept; one (1) month, one (1) year or three (3) years in the context of the use of the Application Services outside of Proof of Concept.

No Contract is terminable prior to the expiration date of the Initial Period of any Subscription and any unused Features, blocks of 100 credits of booked meetings or licenses purchased during the term of the commitment are non-refundable. As an exception, when subscribing to a Subscription to “Lodago Events”, blocks of 100 credits of booked meetings not used during a Contract may be carried over to a new Subscription if the User decides to subscribe to a new Subscription to the Application Services within three (3) years from the date of the end of the previous Contract (excluding access fees to the Application Services which are due by the User).

At the end of the Initial Period, and with the exception of the Proof of Concept which is neither automatically renewable nor terminable, the Contract is renewed by tacit agreement for periods of the same duration as the Initial Term (if the Initial Term is one month, it is specified that if the Contract is entered into during a month that does not have the same day of the month following the date of subscription of the Contract, the Contract is entered into for a duration of up to the last day of the month following the date of subscription of the Contract [As an example: the Contract concluded on 31 March of year N lasts until 30 April of year N]), unless one of the Parties objects to this tacit renewal by email or, in the case of the User, by sending an email to the email address legal@staging.lodago.com and in accordance with the conditions set out in this article.

In the event User wishes to object to the tacit renewal, User must notify Rocketmail (i) at least 90 calendar days prior to such event in the case of an annual or three-year term; (ii) at least eight (8) days prior to such event in the case of a monthly term.

Failure to comply with these forms or deadlines shall renew the Contract between the Parties for the same term as the initial term. In the event of renewal, the clauses of these General Terms and Conditions shall be renewed in their entirety with the exception of the Royalty which shall be in force on the date of renewal.

Article 14. Royalty

⇒ Price

The right to use the Application Services is granted at the price and according to the terms of payment indicated in the Subscription or, in case of tacit renewal, at the price and according to the terms of payment in force on the day of tacit renewal.
The price is an integral part of the “Confidentiality” section.

The price corresponds to a Royalty, which may be monthly or annual, the first payment of which is due on the day the Subscription is taken out.

Then in the event of tacit renewal of the Contract in the case of a monthly term, each successive Royalty is due on the day of the month in progress, which corresponds to the day of the month of the initial subscription to the Contract. [Thus, for example, if the Contract is subscribed on February 5 of year N, the first Royalty is due on February 5 of year N, and the following successive Royalties will be due on the 5th of the following month until the tacit renewal is opposed.]

Then in the event of tacit renewal of the Contract in the case of an annual or three-year term, each successive Royalty is due on the day of the month of the initial subscription to the Contract. [Thus, for example, if the Contract is subscribed on February 5 of year N, and the first Royalty is due on February 5 of year N, the following successive Royalties will be due on the 5th of February of the following year until the tacit renewal is opposed.]

The following in particular are excluded from the Royalty:

  • The costs of telecommunications and Internet access which remain the responsibility of the User;
  • The acquisition and maintenance of all hardware, software, modems, Internet connections and, in general, all other elements necessary to access and/or use the Application Services;
  • The applicable fees related to the use of the website and those concerning the means of payment, as well as taxes and other costs that remain the responsibility of the User or that may be recharged to the User;
  • Technical support services;
  • Any training services;
  • Options or Features not subscribed to by the User;
  • In general, all services not provided for between the Parties.

No discount will be granted for early payment.

⇒ Increase in the number of Sub-Users

In case of subscription to “Lodago Scheduling” Subscription, the number of authorized Sub-Users shall not exceed the number of purchased authorized User accounts at any time. If this is not the case, without prejudice to Rocketmail’s other rights, the User shall pay Rocketmail an amount equal to such underpayment, calculated in accordance with the prices indicated at the time of subscription to the relevant services, within ten (10) Working Days from the date of the relevant review.

If, during the course of the Contract, the User wishes to increase the number of Sub-Users, the User must inform Rocketmail in writing, which may refuse, without justification or compensation, or approve the request. If Rocketmail approves the request to increase the number of Sub-Users, Rocketmail will confirm the increase in writing. The price will be increased by any additional charges at Rocketmail’s current rates.

In case of subscription to “Lodago Events” Subscription, the number of authorized Sub-Users is unlimited.

⇒ Taxes

All prices quoted to the User are exclusive of taxes and in particular exclusive of VAT. The Royalty will be increased by VAT at the rate in force on the day of invoicing as well as any additional taxes in force on the day of invoicing.

The User shall also be fully liable for all taxes, duties, fees, levies, stamps or customs charges, however designated, which are levied or imposed in any third country and which are related to the subscription or performance of the Subscription or the Contract. User agrees to indemnify, defend and hold harmless Rocketmail, its officers, directors, consultants, employees, successors and assigns from and against any and all claims and liability arising out of User’s failure to report or pay any such taxes, duties, assessments, levies, stamps or customs fees.

⇒ Direct debit mandate

Upon any online payment, User authorizes Rocketmail, or any third party selected by Rocketmail, to charge User’s credit card for all fees payable during the term of the Contract and until expiration or termination of the Contract for any reason. Rocketmail shall not be liable for any fault on the part of the third party responsible for processing User’s payments, and User agrees to address any claims directly to the designated third party.

⇒ Payment and Invoicing

All invoices are payable upon receipt by the User. Payment and billing terms are defined in the Subscription.
The User agrees to provide Rocketmail with complete and accurate billing and correspondence information, and to notify Rocketmail without delay by any means allowing for a certain date of receipt, of any change in this information.

The User has a period of fifteen (15) calendar days to send any disputes regarding the amounts due to Rocketmail by registered letter with acknowledgement of receipt. After this period or in case of non-compliance with the forms of notification, these amounts will be considered as not contested.

⇒ Review

The Parties agree that all the prices indicated in the Subscription may be revised annually by Rocketmail as of right and without formality, on the anniversary date of the conclusion of the Contract according to one or other of the following methods, at Rocketmail’s choice:

  • The variation according to the SYNTEC index

Rocketmail may apply a revision formula which will be calculated on the basis of : P = Po x [0.15 + 0.85 (Syntec A / Syntec A-1)]. Where: P = New royalty; Po = Old royalty; Syntec A = Value of the last known Syntec index at maturity; Syntec A-1 = Value of the Syntec index for year N-1 in relation to the revision date
In the event of the disappearance of the index or in the event of a negative index, the Parties shall agree on the new index(es) to establish a formula with comparable effect.

  • Modification with notice

Prices may be modified by Rocketmail subject to a notice period of one (1) month before the application of the new prices. In this case, the User may terminate the Contract at the end of the one (1) month period.

⇒ Default of payment

In case of late payment of any sum due by the User beyond the payment deadline, late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 8 percentage points on the amount including VAT/taxes of the sums due by the User, will be automatically and by right acquired by Rocketmail, without any formality or prior notice. The late payment penalties are payable without any reminder being necessary and as of the day after the due date of the amounts owed.

The User will also be liable to pay a fixed indemnity for collection costs of EUR 40.

When the recovery costs are higher than the amount of the fixed compensation for recovery, Rocketmail reserves the right to ask for an additional compensation, on justification.

Furthermore, in the event of non-payment of any invoice within the time limit set, Rocketmail will be able to put the User on notice to honor its payment obligation within a maximum period of eight (8) calendar days from the date of sending the registered letter.

In the event that the User fails to pay within the aforementioned period of eight (8) calendar days, Rocketmail reserves the right to terminate the Contract without further notice.

Article 15. Hosting of the Application Services and Security

Rocketmail ensures or has ensured with any provider of its choice the hosting of the Application Services and the data transmitted during the use of the Application Services. The hosting is done by default in the cloud on secure hosting servers at Amazon Web Service (AWS) in Paris, France in Europe.

Rocketmail can provide hosting of the Application Services and data transmitted during the use of the Application Services in the cloud on secure hosting servers at Amazon Web Service (AWS) in the data center of the User’s choice, exclusively upon request of the User. The User must send a request to support@staging.lodago.com before subscribing to any Subscription or entering into any Contract. In this case, Rocketmail undertakes to ensure the hosting of the Application Services and the data transmitted during the use of the Application Services in the cloud on secure hosting servers at Amazon Web Service (AWS) in the data center of the User’s choice within 30 calendar days following the User’s request transmitted to support@staging.lodago.com.

Rocketmail endeavors to secure the access and use of the Application Services, taking into account the protocols and in accordance with the practices in force on the day of the subscription; Rocketmail cannot be held responsible for providing its Application Services in view of future developments that cannot be anticipated, as information and communication technologies evolve rapidly.

Article 16. Third-party websites

All third-party websites mentioned by Rocketmail are provided for information purposes only and do not engage Rocketmail’s responsibility in any way. The inclusion of hyperlinks does not constitute an endorsement or guarantee of the information and security of these third-party websites. The User and Sub-Users undertake not to access third-party websites if the User and Sub-Users have any doubts as to their security and to notify Rocketmail without delay of any technical, legal or security defects in the links mentioned.

Furthermore, Rocketmail declines any responsibility for any damage or loss, proven or alleged, resulting from or in relation to the use of, or reliance on, the content, goods or services available on these sites, partner services or external sources.

Article 17. Contents

All data belonging to the User and Sub-Users and used by the latter within the framework of the use of the Application Services are and remain the entire property of the User and Sub-Users. Rocketmail will not be able to take advantage of any right to these data. Rocketmail may only process them under the order and direction of the User in order to obtain the results desired by the User and Sub-Users.

Consequently, the User and Sub-Users remain solely and entirely responsible for this data (in particular for the quality, lawfulness and relevance of this data) as well as for the compliance of this data with all legal provisions including the applicable laws on intellectual property, image rights and personal data protection. If such data includes personal data, the User and Sub-Users warrant to Rocketmail to:

  • Have carried out all of its obligations under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (“GDPR”);
  • Have informed natural persons of the use made of such data.

Rocketmail is only the subcontractor of such data and its obligations are limited to those set out in Annex 2 (Subcontracting of personal data processing) of these General Terms and Conditions. In any case, the User and Sub-Users guarantee Rocketmail against any recourse, complaint or claim from third parties with regard to the data transmitted or used by the User and Sub-Users when using the Application Services.

Article 18. Intellectual Property

The intellectual property rights of Rocketmail’s trademarks, the Application Services, all software and source codes and, in general, all works used or exploited in the performance of the Contract or the use of the Application Services belong to Rocketmail which only agrees to grant a use limited to the purpose of any Subscription allowing to benefit from the Application Services. Consequently, Rocketmail remains the sole owner of all intellectual property rights to the trademarks, the Application Services, all software and source codes and, in general, all works used or exploited in the performance of the Contract or the use of the Application Services (including, but not limited to, the following without this list being exhaustive, on software, logos, presentations, videos, texts, sounds, voices, databases and content), the User has only a personal, limited, non-exclusive, non-assignable and non-transferable right of use on these elements and only for their personal needs excluding any commercial purpose. The User is therefore forbidden to reproduce or exploit even partially these elements without the express, written and prior authorization of Rocketmail.

The Application Services, consisting of software, are an original work of the mind protected as such by national and international legislation. The User acknowledges the rights of Rocketmail on the Application Services and undertakes not to contest these rights and not to tolerate any action or act that may prejudice these rights. In this regard, the User agrees to maintain intact the copyright and other intellectual property or industrial titles on the Application Services and on any reproduction of the Application Services in whole or in part.

The User acknowledges that the User is solely authorized by Rocketmail to use the Application Services within the limits of the intellectual property rights attributed to the User below, namely:

  • The right to reproduce and use the Application Services on computers located on the premises of the User only for loading, displaying, running and storing the Application Services,
  • The right of permanent or temporary reproduction of the Application Services only for backup or archiving purposes.

Except in the cases referred to in the preceding paragraph, the User is therefore strictly forbidden to reproduce, represent or implement permanently or temporarily the Application Services in whole or in part, by any means and in any form, including when loading, displaying, executing, transmitting or storing the Application Services.

The User shall not distribute, translate, adapt, alter, arrange or modify the Application Services, export them, merge them with other software, make them available to third parties, market them or lend them.

Rocketmail expressly reserves the exclusive right to intervene on the Application Services, in particular to correct errors or Anomalies and, if necessary, the right to use the most appropriate means to correct these errors or Anomalies. In all cases, the User is formally prohibited from intervening or having a third party intervene on the Application Services, including to correct any errors.
The User may not decompile, or translate the object code of the Application Services into source code, themself or have it done by a third party, except in cases and limits strictly defined by law.

The User is prohibited from:

  • Copying the Application Services, the source code as well as the explanatory notes and documentation without the prior written consent of Rocketmail.
  • Distributing or selling the Application Services, the source code or the documentation in association with another product which would be competing with it without the prior agreement of Rocketmail.
  • Transfering the Application Services, the source code or the documentation relating to it without the prior agreement of Rocketmail.
  • Using the Application Services or the source code in a way that could damage the image of Rocketmail or any third party.

The User shall not disclose in any form the delivered Application Services, nor any modifications or derivative works based on the Application Services to third parties without the prior written consent of Rocketmail.

The User undertakes to respect the proprietary notices appearing on the Application Services, media or documentation, not to change or remove any mark or inscription appearing on any reproduction of the Application Services or on any media.

If the use of the Application Services by the User has, in accordance with the legislation in force in a country, granted a property right or any other right to the benefit of the User, the User undertakes, upon request and at the expense of Rocketmail, to transfer or have transferred the rights and titles thus granted in the name of Rocketmail.

The User acknowledges that the present General Terms and Conditions only grant the User the right to use the Application Services. Accordingly, the User shall acquire the necessary rights of use and/or exploitation concerning the other software implemented in any program or suite of programs containing the Application Services.

If the User is requested to provide all or part of the Application Services to a third party, the User will not accept this request and will refer to Rocketmail in writing.
The User agrees not to carry out any processing or computer services for third parties by using the Application Services.

The User undertakes not to attempt to register as a trademark, design or model, or any other intellectual property right, company name, trade name or domain name a sign including the trademarks, company name, trade name or domain name belonging to Rocketmail, and in particular the signs Rocketmail or Lodago, or contained in the Application Services or a sign similar to the trademarks, corporate name, trade name or domain name belonging to Rocketmail or that is confusing with the trademarks, corporate name, trade name or domain name belonging to Rocketmail, either directly or indirectly through the intermediary of third parties, in any country whatsoever, during the performance of the Contract and during the ten (10) years following its expiry or termination, regardless of the cause of the latter.

The User agrees not to use a sign with similar or identical characteristics to the trademarks, corporate name, trade name or domain name belonging to Rocketmail, as a trademark, name or in any other capacity, in countries for which the present General Terms and Conditions, the Contract or any future amendments do not grant the User the right to use the Application Services.

The User undertakes not to acquire or claim any right or title to the Application Services or to their use, as a result of the rights of use granted by these General Terms and Conditions or the Contract, regardless of the time of such use, during the performance of the Contract as well as during the ten (10) years following its expiration or termination, the intention of the Parties being that the use of the Application Services by the User shall benefit Rocketmail at all times and on all occasions.

Article 19. Guarantee

The Application Services contain a standard software package designed to satisfy the greatest number of users and not software specifically developed for the User. Consequently, Rocketmail cannot guarantee the adaptation of the Application Services to the specific needs of the User.

The Application Services are provided on an “as is” basis and exclude any warranty that is or has been made by any other service or company that is similar or dissimilar to or in competition with Rocketmail, by way of trade usage, customary conduct, particular use, third party merchantability, or result otherwise expected of the User.

Rocketmail does not confer and does not grant any warranty, except for the material existence of the Application Services, its existence as a legal person and its underlying right on the Application Services. Rocketmail therefore assumes no other warranty than those mentioned in these General Terms and Conditions and the Contract and in particular:

  • Is not able to guarantee the continuity of the Application Services, performed remotely via the Internet, which the User acknowledges. The User is aware of the technical hazards inherent to the Internet, and of the access interruptions that may result from it, and acknowledges the limits of any connection to the Internet network that may slow down access to the Application Services. Consequently, Rocketmail will not be held responsible for any unavailability or slowdown of the Application Services. Furthermore, it is the User’s responsibility to respect the volume thresholds recommended by Rocketmail. 90 The User acknowledges that it is not possible to guarantee that the Application Services will meet performance or cost-effectiveness requirements or that they will operate without discontinuity, bugs or errors. In addition, Rocketmail specifically disclaims, to the fullest extent permitted by law, any implied warranties of merchantability, fitness for a particular purpose and non-infringement or those arising out of a course of dealing or trade usage regarding the Application Services.
  • Does not assume any warranty regarding latent defects of the Application Services.
  • Does not grant any warranty of eviction. Rocketmail declares to be not aware of any rights belonging to third parties (notably copyright or patent rights) other than those it holds on the Application Services.

In any case, any guarantee is excluded in the case where:

  • The User has not respected Rocketmail’s recommendations according to the user guide available at https://staging.lodago.com/en/features-guide/, of which any updates or amendments to the published recommendations will automatically supersede previous recommendations and the User accepts to be bound by the latest version, or if the User has intervened themself or had a third party intervene on the Application Services.
  • The Application Services are combined with any other software or, in general, application.

No warranty of Rocketmail (including all companies directly or indirectly related to Rocketmail) is due concerning the physical medium used by the User to use the Application Services.

The information and data appearing on the communication media of Rocketmail and in particular the websites, digital media, catalogs, prospectuses or price lists are communicated only as an indication, except for those whose reference is expressly made to the contractual documents mentioned herein. Consequently, no guarantee from Rocketmail (including all companies that are directly or indirectly linked to Rocketmail) is due concerning the content provided in writing or orally, directly or indirectly and on all the different communication media of Rocketmail. No warranty is further given by the user tips or “best practices” advice provided by Rocketmail.

Article 20. Limitation of liability

Rocketmail undertakes to do everything in its power to provide the Application Services in optimal conditions, except in the event that an interruption of the Application Services is expressly requested by a competent administrative or judicial authority.

Rocketmail can only be held to an obligation of means and not of result concerning all its contractual obligations and in particular the obligations relating to the provision of the Application Services, data hosting and corrective maintenance of the Application Services. Rocketmail can engage its responsibility only in case of fault duly proved by the User and only for the direct, certain and foreseeable damage.

⇒ Ceiling of responsibility

IN THE EVENT THAT ROCKETMAIL’S RESPONSIBILITY IS RETAINED FOR A FAULT DULY PROVEN BY THE USER FOLLOWING AN IRREVOCABLE COURT DECISION, WHATEVER THE NATURE, THE BASIS AND THE MODALITIES OF THE ACTION ENGAGED AGAINST ROCKETMAIL, THE TOTAL AND CUMULATED AMOUNT OF DAMAGES THAT ROCKETMAIL COULD BE BROUGHT TO PAY TO THE USER IS LIMITED, ALL EVENTS INCLUDED, TO THE SUMS EFFECTIVELY COLLECTED, DURING THE (12) MONTHS PRECEDING THE FIRST EVENT, BY ROCKETMAIL UNDER THE SUBSCRIPTION OR THE CONTRACT.

⇒ Exclusion of responsibility

However, Rocketmail shall not be held responsible for:

  • Any unforeseeable damage and/or any indirect, incidental, consequential or special damage by the User, the Sub-Users, or any third party. In particular, any unforeseeable or indirect damage includes (but is not limited to) any loss of use of the Application Services, commercial disturbance, operating loss, loss of or damage to goodwill, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of profit, loss of turnover, loss of revenue, loss of use or corruption of software, data or information, financial performance, loss of profits, loss of business, loss of customers, loss of data, loss of files, interruption of use or availability of data, increased costs and expenses, including the cost of reconstituting files or any action brought by a third party against the User.
  • Any damage caused to third parties or suffered by third parties and in particular any damage suffered by third parties because of the content hosted by the Application Services, which the User and Sub-Users have sole control.
  • Any damage caused to goods that is separate from the Application Services.
  • The result obtained by the Sub-Users when integrating the Application Services to the Sub-Users’ own computer infrastructure or any software or software solution of the Sub-Users’ choice.
  • Any consequential or non-consequential damages caused in whole or in part by any software installed, repaired or developed by third parties or by the User and Sub-Users themself.
  • Any action of a third party or any intervention of a third party in the implementation of the Application Services and in particular on the compatibility of any module belonging to a third party or API developed by a third party, by the User or by another provider and which would be associated with the Application Services.

Rocketmail also declines all responsibility:

  • As to the misuse or misapplication of the Application Services, and any possible intangible, material or bodily damage that this may cause.
  • Relative to the accidental loss of data due to the initiative of the User, of any Sub-User or to any other physical or material damage that the User and/or the User’s employees, Sub-Users, subcontractors, customers and partners would undergo, except in case of gross negligence of Rocketmail.
  • Against third parties due to the use or purely commercial exploitation of the Application Services by the User and Sub-Users. The User undertakes to indemnify Rocketmail in the event of legal action or any other sanction or pecuniary damage pronounced against Rocketmail and resulting from the commercial use of the Application Services by the User and Sub-Users.

In any case, Rocketmail cannot be held liable in the case of :

  • Fault, negligence, omission or default of the User, the Sub-User or a third party, non-compliance with the advice given.
  • Force majeure, event or incident beyond the control of Rocketmail (such as a hosting breakdown, Internet access breakdown, hacking of the site, Viruses, total or partial interruption or blockage of the telecommunication or electrical networks, act of computer hacking, intrusions or illicit use of the User’s or Sub-User’s Identifiers and passwords, unless it is demonstrated that the intrusions or illicit use of the User’s or Sub-User’s Identifiers and passwords result from a serious and exclusive failure of Rocketmail in securing the Application Services, …).
  • Disclosure or illicit use of the Identifiers or password given confidentially to the User or Sub-User.
  • Any breach of confidentiality due to the use of an Identifier or password that is not considered strong, secure and compliant with the recommendations of the European supervisory authority Commission Nationale pour la Protection des Données (National Commission for Data Protection). The website of the Commission Nationale pour la Protection des Données is https://cnpd.public.lu/en.html).

Requirements not expressed by the User in the Contract are excluded from the scope of responsibility of Rocketmail.

The User is solely responsible for the operation of the Application Services vis-à-vis third parties and in particular Sub-Users as well as for the data they process. The User will therefore assume alone, with respect to the Sub-Users and all third parties, the responsibilities inherent to the operation of the Application Services (including compliance with all legal obligations in force, in particular those relating to the protection of personal data).

⇒ Time limits for bringing cases to court

In the event of non-performance or improper performance by Rocketmail of any of its contractual obligations, regardless of the cause, the User must bring a claim for damages before the competent courts within a maximum period of one (1) year from the date on which the User first became aware of the non-performance or improper performance. In any case, this period shall not extend beyond one (1) year after the termination of the Subscription, whichever is the sooner of these two events.

Article 21. Confidentiality - Non-competition

The User agrees, throughout the duration of the Contract and without limitation of time after its expiration, for any reason whatsoever, to the utmost confidentiality, by refraining from disclosing, directly or indirectly, any information, data, knowledge or know-how whatsoever concerning Rocketmail and the modalities of operation of the Application Services, to which the User may have had access in the context of the use of the Application Services, unless such information, knowledge or know-how has fallen into the public domain or its disclosure is made necessary by virtue of a particular regulation or an administrative or judicial order.

The User agrees not to sponsor, promote or participate in the development, directly or indirectly, of any product or service that competes with or is detrimental to the operations of products and services provided by Rocketmail. The User is forbidden to speak publicly about the functionalities of Rocketmail’s products and services to Rocketmail’s main competitors (in particular, without this list being restrictive, Jifflenow, Calendly and Chili Piper) or to allow access or consultation of the Application Services by these competitors.

Article 22. Protection of personal data

The Parties undertake to comply with all legal obligations incumbent on them with regard to the applicable provisions on the protection of personal data and in particular the European Regulation 2016/679 of 27 April 2016 which came into force on 25 May 2018 (the “GDPR”).

Taking into account the state of knowledge, the costs of implementation and the nature, scope, context and purposes of the processing carried out by the Parties as well as the risks, the degree of probability and seriousness of which varies, for the rights and freedoms of natural persons, the Parties undertake to implement appropriate technical and organizational measures in order to guarantee a level of security appropriate to the risk.

Any processing of the Sub-user’s personal data as natural persons by Rocketmail for the purpose of managing its business relationship with or providing the relevant service to the User will be carried out in accordance with the personal data protection policy attached as Annex 1.

On the other hand, Rocketmail acts as a personal data processor concerning the data of third parties transmitted by the User during the use of the Application Services or to which Rocketmail would have access in the context of the use of the Application Services by the User. Rocketmail undertakes in particular to comply with the obligations of Articles 28 and 29 of the GDPR. This data will be processed in accordance with the stipulations included in Annex 2 of these General Terms and Conditions.

Rocketmail will automatically and without notice delete any account that has been inactive, including the data associated with that account, for more than (36) months.

Article 23. Fight against corruption

The User agrees to comply with all applicable international and local laws, regulations and standards relating to anti-corruption, both for User and for all persons under User’s control or acting on User’s behalf and for User’s account throughout the term of the Contract.

The User warrants that neither them, nor any person under their control or acting on their behalf or for their account, have given or will give any offer, remuneration or payment or benefit of any kind that constitutes or may constitute an act or attempt of bribery, directly or indirectly.

The User shall ensure that any evidence or suspicion of bribery is investigated promptly.
Rocketmail reserves the right to conduct an audit of User’s organization, at the User’s expense in the event of a suspected violation of anti-bribery provisions and at its own expense in the absence of any suspicion, to ensure compliance with this section, for the duration of the Contract and a subsequent period of (2) years after termination of the Contract.

The User agrees to provide any and all assistance necessary for Rocketmail to respond to a request from a duly-empowered authority relating to anti-corruption.

Any breach by the User of the provisions of this section shall be deemed to be a serious breach entitling Rocketmail, at its discretion, to terminate the Contract without notice or compensation, without prejudice to any damages to which Rocketmail may be entitled as a result of such breach.

Article 24. Transfer of rights

The right to use the Application Services is granted “intuitu personae” to the User, none of these rights can be the object of a transfer (total or partial) by the User without prior written agreement from Rocketmail.

The User is also prohibited from transferring, for any reason and in any form whatsoever, whether in return for payment or free of charge, the rights arising from these General Terms and Conditions or any of their rights and obligations to a third party and, on the other hand, from entrusting a third party with the execution of all or part of their contractual obligations.

Notwithstanding the foregoing, the User agrees that Rocketmail may, without User’s consent and by simple notification or deed, assign any contractual document binding it to the User and falling within the scope of these General Terms and Conditions in accordance with the article “Contractual Documents”, to any entity of its choice, provided that the assignee assumes all rights and obligations arising hereunder. Any authorized assignment shall be binding and enforceable against the User.

Article 25. Evidence

The recording systems of Rocketmail are considered as proof of the date and duration of the use of the Application Services.

These methods of proof constitute a presumption which can only be overturned in the presence of elements establishing that Rocketmail’s recording and storage means have effectively failed.

Article 26. Security deposit

The User is responsible for the compliance of all contractual stipulations of the Contract by any Sub-Users and in particular of the present General Terms and Conditions.

Article 27. Stipulations applicable only in the case of "off-premises contracts", i.e. when the object of the contract concluded with Rocketmail does not fall within the scope of the principal activity of the User and the number of employees employed by the User is less than or equal to five.

Provided that the Contract falls within the scope of an “off-premises” contract within the meaning of the legal provisions, in particular when the subject matter of the contract concluded with Rocketmail does not fall within the scope of the principal activity of the User and when the number of employees of the User is less than or equal to five, the User is informed to have a period of fourteen (14) calendar days starting from the day after the conclusion of the Contract to exercise, if the User so wishes, their right to withdraw from the Contract. This right is exercised without giving any reason. If the aforementioned period expires on a Saturday, Sunday or public holiday, it shall be extended until the next Working Day.

In order to exercise the right of withdrawal, the User must notify Rocketmail of the decision to withdraw from the Contract by means of an unambiguous statement (e.g. letter or email) before the expiry of the aforementioned period of fourteen (14) days. The User may use the model withdrawal form below, which is not obligatory.

If the User withdraws under the legal conditions when the User has expressly requested the execution of the services upon the signature of the Contract, and in particular the access to the Application Services, the User will be required to pay Rocketmail an amount corresponding to the services provided until the notification of the User’s decision to withdraw.

In case of withdrawal, the payments received by Rocketmail will be reimbursed no later than fourteen (14) days from the day Rocketmail is informed of the decision to withdraw, using the same means of payment as the one used by the User.

No right of withdrawal is applicable for any custom-made or personalized Application Services.

SAMPLE CANCELLATION FORM
To the attention of Rocketmail 9 rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg or by email to: legal@staging.lodago.com
I/We (*) hereby notify you (*) of my/our (*) withdrawal from the contract for the sale of the following goods (*)/services (*):
Ordered on (*)/received on (*):
Name of the Customer(s):
Address of Customer(s):
Signature of Client(s) (only in case of notification of this form on paper):
Date:
(*) Delete as appropriate.

Article 28. Subcontracting

The User acknowledges that Rocketmail is free to use subcontractors of its choice to execute all or part of the Application Services.

Article 29. Force majeure

Rocketmail cannot be considered in default if the execution of its obligations, in whole or in part, is delayed or prevented by a situation of force majeure.

Force majeure is understood as an external, unforeseeable and irresistible event and any event considered as such by Luxembourgish jurisprudence. It is expressly considered as force majeure, lockouts or other social conflicts (whether they involve the workforce of Rocketmail or any other party), the failure of a public service or a transport or telecommunication network, Internet networks, bad weather, epidemics, earthquakes, floods, water damage, fires, war, attack, riot, civil disturbance, pandemic or epidemic (such as Covid), malicious damage, compliance with any law or governmental order, rule, regulation or directive, accident, plant or machine breakdown, fire, flood, storm, or failure of suppliers or subcontractors that is not attributable to Rocketmail.

In the event of force majeure, Rocketmail is entitled to suspend the performance of its obligations in whole or in part for the duration of the event constituting force majeure, and this without obligation to compensate the User.

Article 30. Termination of the Contract

⇒ Termination for default

In the event of a breach by one of the Parties of any of its obligations under the Contract, each Party shall be entitled to terminate the Contract by electronic writing that allows its sending and receipt to be demonstrated (e.g. email with acknowledgment of receipt), subject to a notice period of 30 calendar days, or immediately in the event of a breach that cannot be remedied (in particular, in the event of the admission of an inability to pay a debt when due, filing of any document initiating collective proceedings) or in the event of the opening of collective proceedings against one of the Parties (in particular receivership or liquidation). The User must notify the termination exclusively to the email address legal@staging.lodago.com.

The right to terminate is without prejudice to the right to claim compensation for the damage suffered.

⇒ Termination for failure to provide the Application Services

If Rocketmail no longer provides or is no longer able to provide part of the Application Services or part of the Features for any reason whatsoever, Rocketmail may terminate the Contract for the Application Service(s) or the Feature(s) concerned by written notice sent to the User without liability. Rocketmail will then refund, on a pro-rata basis, all sums paid by the User for the part of the Application Services or Features not received as a result of such termination.

⇒ Termination of any Sub-User's account

Access to the Application Services will automatically terminate for any Sub-Users once they cease to be an employee of the User who has entered into the Contract to use the Application Services.

Article 31. Consequence of the end of the Contract

In all cases of termination of the Contract for any reason whatsoever, including in the case of expiration of the Contract, in the case where the User has canceled their account or in the case of termination of the Contract, the User and, consequently any Sub-user, will no longer be able to benefit from the Application Services.

All rights of use (licenses granted and access to the RocketMail platform) will be immediately terminated and the User and, consequently, any Sub-User will immediately cease to have access to the Application Services. The User and Sub-Users will no longer be allowed to use the Application Services and all their accounts will be disabled.

The User must immediately pay Rocketmail all outstanding invoices of Rocketmail and interest from the respective due date. Rocketmail will submit a closing invoice to the User, which will include all services that have not yet been invoiced on the date of termination. This closing invoice will be payable in accordance with the terms of payment stipulated in the Subscription.

Each Party shall return and make no further use of any equipment, property, documentation or other items (and all copies thereof) belonging to the other Party.

Rocketmail may destroy the User’s data in its possession unless Rocketmail receives, no later than ninety (90) calendar days after the effective date of termination of the Contract, a written request to deliver to the User the most recent backup of the User’s data. Rocketmail will, in such event, use reasonable commercial efforts to deliver the backup to the User within 30 calendar days of receipt of such written request, provided that the User has, as of such date, paid all fees and charges outstanding as of the date of termination and resulting therefrom (whether or not due as of the date of termination). Where the User’s data includes personal data for which Rocketmail is a data controller, Rocketmail will comply with its own retention policy for such personal data and this clause will not apply.

Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued to the date of termination or expiration, including the right to claim damages for any breach of the Contract that existed on or before the date of termination or expiration.

Article 32. Reference

Rocketmail may mention the name, company name, logo, sign and/or brand of the User on any reference list, including on the Rocketmail website, for the purpose of communication on all media (in particular advertising or commercial), including any Rocketmail website, both internally and externally and throughout the world. With regard to the User’s logos and trademarks, the User grants Rocketmail a non-exclusive, revocable and royalty-free license to use, display and/or reproduce the User’s trademarks for communication purposes for the entire duration of the intellectual property rights. The User may object to the mention of the User’s name, the User’s company name, the User’s logo, the User’s sign or the User’s brand by contacting Rocketmail at the email address legal@staging.lodago.com. Rocketmail will have thirty (30) days from the sending of the email to remove the User’s name, company name, logo, sign and/or brand from any reference list, including on the Rocketmail website, for the purpose of communication on all media (in particular advertising or commercial), including any Rocketmail website, both internal and external and worldwide.

The User is authorized to mention the use of Rocketmail’s Application Services. However, the User may not use promotional and advertising material containing specific information on the Application Services, the Subscriptions, more generally the services and/or the suppliers and providers of Rocketmail without the prior written consent of Rocketmail.

Article 33. Miscellaneous

If any provision of these General Terms and Conditions is declared null and void, in particular by virtue of a law, regulation or court decision, it will be deemed unwritten but the other provisions of these General Terms and Conditions will nevertheless remain in force.

Any expression following the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the meaning of the words, description, definition, phrase or term preceding such terms.

Any exchange of emails between the Parties shall require the other Party to acknowledge receipt of or respond to the email within a maximum of (7) Working Days.

Article 34. Title

In case of difficulty of interpretation between any of the titles and any of the clauses of the present General Terms and Conditions, the content of the clause will prevail over the title.

Article 35. Non-waiver

The fact that a Party does not claim the application of any provision of the Contract or tolerates its non-performance on a temporary or permanent basis shall in no case be interpreted as a waiver by this Party of its rights under the Contract.

Article 36. Compliance with laws

Rocketmail will comply with the legal and regulatory obligations applicable to it in its capacity as a service provider under the law applicable to the Contract.

Rocketmail is not obliged to assume the legal and administrative obligations of the User, including those relating to the services provided within the framework of the present General Terms and Conditions. It is therefore the User’s responsibility to ensure compliance with the laws and regulations applicable to the User, without being able to hold Rocketmail liable.

The User guarantees that the User is not subject to any direct or indirect constraint, internal or external to the structure to which he is linked, which makes the execution of the present General Terms and Conditions partially or totally impossible (in particular, a country towards which Luxembourg has imposed an embargo, a country which has imposed an embargo towards Luxembourg, a country subject to commercial and financial sanctions by Luxembourg or the European Union.).

The User undertakes to comply with the laws in force to which the User is subject, either because of the User nationality or because of the User geographical location. The User will in particular respect the applicable provisions relating to data content so that no data contrary to the law can be processed by Rocketmail, such as data likely, in particular, to glorify crime or terrorism, data relating to paedophilia and any other prohibited data.

Rocketmail further reserves the right to investigate any complaints or reported violations of any of the provisions of the Contract and to take any action deemed appropriate, including, but not limited to, canceling any User account, reporting any suspected illegal activity to law enforcement authorities, regulators or other third parties and disclosing any necessary or appropriate information to such persons or entities regarding any data processed through or by the Application Services.

Article 37. Language of the Contract

The Parties declare that they have required that these General Terms and Conditions and all related documents, present or future, be drawn up in English only.
Les Parties déclarent avoir exigé que les présentes Conditions Générales et tous les documents y afférents, présents ou futurs, soient rédigés en langue anglaise uniquement.

Article 38. Applicable law

THE CONTRACT IS EXCLUSIVELY GOVERNED BY LUXEMBOURG LAW.

Article 39. Jurisdiction clause

THE COURTS OF THE CITY OF LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG ARE EXCLUSIVELY COMPETENT TO HEAR ANY DISPUTE.

Article 40. Modification of the Contract

Any modification of any clause of the Contract may only be made in writing between the Parties. Furthermore, no additional condition, consent, waiver, alteration or modification by either Party shall be binding on the other Party unless it is in writing and signed by both Parties.

Article 41. Modification of the General Terms and Conditions

Rocketmail reserves the right to modify the General Terms and Conditions at any time. The User will be informed of this by publication on the website of Rocketmail.

The new General Terms and Conditions will be applicable (1) month after the publication on the website for Users who have already subscribed to the service.

The new General Terms and Conditions will apply immediately to all new Users of the Services.

Article 42. Entry into force

The present General Terms and Conditions are applicable to all new Subscriptions concluded from June 1st 2022.

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