Terms of Sale

These Terms of Sale (the "Terms") govern the contractual relationship between Localnord LLC ("Localnord" or "the Provider") and any natural or legal person acting for professional purposes - communication agency, web agency, freelancer or marketing provider ("the Client" or "the Agency") - subscribing to a plan on the localnord.io platform.

As the service is intended exclusively for professionals acting within their business activity, consumer protection law does not apply. Any subscription implies full and unreserved acceptance of these Terms.

Localnord provides a white-label SaaS (Software as a Service) platform enabling marketing agencies to:

• Manage and optimize their clients' Google Business Profiles
• Automate post publishing and review responses
• Generate customizable GMB audits
• Produce white-label PDF reports
• Access a marketplace of qualified leads
• Schedule geotagged photos
• Generate, publish and host AI-powered showcase websites based on Google Business Profiles

Pricing plans

VAT

Prices are stated excluding tax (excl. VAT). VAT is applied in accordance with applicable regulations; for professional clients established in the European Union holding a valid intra-community VAT number, the tax is reverse-charged by the Client.

Free trial

Each new Client receives a free 7-day trial period. No payment method is required during this period. At the end of the trial, the Client must subscribe to a paid plan to continue using the service.

Payment

Payment is made by credit card through our secure payment provider (Stripe). Invoices are issued according to the periodicity of the chosen plan (monthly for the Agency plan, once at subscription and then at each renewal for the annual Agency Pro plan) and made available in the client area.

Monthly plan pricing

The Agency (monthly) plan is billed monthly with no annual commitment:

• $24.00 / listing / month

The Agency Pro (annual) plan is billed at $192.00 per listing for twelve months, payable in full upfront at subscription, regardless of volume. Any price change does not affect ongoing subscriptions and applies only to subsequent subscriptions or renewals.

Late payment

In accordance with applicable commercial law, any late payment automatically incurs late-payment interest at the European Central Bank rate plus 10 percentage points, together with a fixed recovery-cost indemnity of €40 per invoice, without prejudice to the service suspension provided for in Article 10.

Agency plan (monthly)

The subscription is entered into for an indefinite term. The Client may terminate at any time, effective at the end of the current billing period. No pro-rata refund is made for the current month.

Agency Pro plan (annual)

The subscription is entered into for a 12-month term, billed in full upfront at subscription and payable in advance (i.e. $192.00 per listing for the twelve months). In the event of early termination at the Client's initiative, no refund, whether full or partial, is due for the remaining commitment period. After the 12 months, the subscription renews tacitly for a further 12-month period, likewise payable in advance, unless terminated with at least 30 days' notice before the renewal date.

Termination for breach

Either party may terminate the subscription as of right in the event of a serious breach by the other party that remains uncured 15 days after a formal notice. Termination due to Localnord's fault releases the Client from paying the remaining monthly payments of the Agency Pro plan.

The Client undertakes to:

• Provide accurate information when registering
• Use the platform in accordance with its purpose and applicable laws
• Not use the service for unlawful purposes or contrary to Google's usage policies
• Keep its login credentials confidential
• Hold the necessary authorizations to manage, on behalf of its own clients, the relevant Google listings
• Not resell, sublicense or make the platform access available outside the white-label framework provided by the subscription

Localnord undertakes to:

• Make the platform available under the conditions described
• Use reasonable means to ensure the availability and maintenance of the service
• Inform the Client of any scheduled maintenance with reasonable notice
• Protect the Client's data in compliance with the GDPR
• Provide technical support by email and chat

Service level

Platform availability is a best-efforts obligation, with an indicative target of 99.9% calculated monthly, excluding scheduled maintenance and force majeure events. Support is available by email and chat on business days, with a target response time of one business day. These targets do not constitute a guarantee of result.

The white-label feature allows the Client to present and resell the service to its own clients (hereinafter the "End Clients") under its own identity. The Client remains solely responsible for its contractual, commercial and financial relationship with its End Clients; Localnord has no contractual relationship with them.

The Client warrants that it holds all rights, mandates and authorizations necessary to manage the Google listings and to publish content (posts, photos, review responses) on behalf of its End Clients. The Client is solely responsible for the content distributed through the platform and for its compliance with applicable laws and Google's usage policies.

The Client shall indemnify and hold Localnord harmless against any claim, action or demand for compensation from an End Client or third party arising from the Client's use of the service, the content it distributes, or the breach of its own obligations.

These warranties and the indemnification undertaking extend to the websites generated by the Client through the platform as well as to all of their content.

The website generation service enables the Client to produce, publish and host showcase websites for its End Clients based on their Google Business Profile. The provisions below apply to this service, in addition to the provisions relating to white labeling.

Website publisher

The Client - or, where applicable, its End Client - is the publisher of each generated website within the meaning of Article 6-III of the LCEN. It determines the content thereof and assumes full responsibility for it. Each published website must include a legal notice identifying its publisher; the Client undertakes to provide and keep up to date the information necessary for such identification.

Host status

Generated websites are hosted on the infrastructure of Vercel Inc., the infrastructure provider. Localnord acts as a technical intermediary - a host within the meaning of Article 6-I-2 of the LCEN and a hosting service provider within the meaning of Regulation (EU) 2022/2065 (DSA). Localnord exercises no prior editorial control over the content published by the Client and is under no general monitoring obligation.

Liability and warranty regarding content

The Client warrants that it holds all rights, licenses and authorizations over the content published through the generated websites (texts, images, trademarks, logos, business data) and that such content is lawful. It indemnifies Localnord against any claim, action or demand for compensation from an End Client or a third party arising from such content or from the publication of the website.

Reporting and removal of content

Any manifestly unlawful content may be reported to sav@localnord.fr. In accordance with the LCEN and the DSA, Localnord will promptly remove access to the reported content as soon as it becomes aware of it, retains the publisher identification data required by law, and may suspend or delete any website in the event of unlawful content, a well-founded third-party claim or a breach of these terms.

Visitor data

The personal data of visitors collected through a generated website (contact forms, call tracking, e-mails and clicks) is processed under the responsibility of the Client or its End Client, acting as data controller. It is their responsibility to provide each website with a compliant privacy policy and cookie management. In this respect, Localnord acts as a hosting processor.

The marketplace allows the Client to access data on businesses that have a Google listing, for the purposes of business-to-business (B2B) commercial prospecting.

When using this data, the Client acts as an independent data controller. It undertakes to use the leads only for lawful B2B prospecting, to have a valid legal basis (in particular legitimate interest), to inform data subjects in accordance with Article 14 of the GDPR, and to respect their right to object.

Localnord cannot be held liable for the Client's use of data from the marketplace, nor for the Client's failure to comply with its own data protection and prospecting obligations.

Where a prospect identified, obtained or acquired by the Client through the marketplace, the lead generator or any other Localnord lead-generation tool (in particular advertising rental or lead magnets) becomes a client of the Client for a service relating to the management or optimization of their Google Business Profile, the Client undertakes to manage that listing through the Localnord platform and to declare it as an active listing, billed at the prevailing rate.

This obligation applies for a period of twelve (12) months from the date the prospect is made available to the Client. Failing declaration of the relevant listing, Localnord reserves the right to bill the Client for the subscription corresponding to that listing, at the prevailing rate.

The Localnord platform, its code, interface, databases, trademarks and all of its components are the exclusive property of Localnord LLC and are protected by intellectual property law. The subscription grants the Client a personal, non-exclusive and non-transferable right of use, limited to the duration of the subscription.

The Client may not copy, modify, decompile, disassemble, reverse-engineer or resell all or part of the platform. The white-label feature allows the Client to present the service to its own clients under its own identity, without any transfer of ownership of the software.

With respect to websites generated through the platform, Localnord retains ownership of the generator, the templates and the underlying technology. The content of each generated website (texts, structure and elements provided or approved by the Client) remains the property of the Client or of its End Client, who holds a right of use, publication and exploitation. Localnord claims no ownership over such content.

Each party undertakes to keep confidential the non-public information of the other party of which it becomes aware in connection with the contract (technical, commercial and financial data and know-how), to use it solely for the performance of the contract, and not to disclose it to third parties without authorization. This obligation applies throughout the term of the contract and for 3 years after its end. Excluded is information that is public, already known to the receiving party, or whose disclosure is legally required.

The Client remains the owner of all data entered on the platform. Localnord acquires no ownership rights over this data.

In providing the service, Localnord acts as a processor within the meaning of Article 28 of the GDPR, on behalf of the Client who remains the data controller. The terms of this processing are set out in the data processing agreement (DPA) available on request.

Sub-processors

To provide the service, Localnord relies in particular on the following sub-processors:

• Stripe - payment processing
• Supabase - database hosting (Ireland, European Union)
• Vercel - website and application hosting
• Resend - transactional email delivery
• Google - Google Business Profile API
• Artificial intelligence providers - content generation (text and images)

Platform data is hosted within the European Union (Ireland). Where a transfer outside the European Union is necessary, it is governed by the mechanisms provided for by the GDPR (European Commission standard contractual clauses or an adequacy decision). The up-to-date list of sub-processors is provided to the Client on request.

Upon termination, the Client may request the export of its data within 30 days, in a structured, commonly used format (CSV or equivalent). After this period, the data is deleted in accordance with the privacy policy.

Localnord cannot be held liable for changes made by Google to its APIs or to Google Business Profile that may affect the operation of the service.

Localnord's liability is limited to the amount actually paid by the Client over the last 12 months.

Localnord reserves the right to suspend access to the service, after notice, in the event of non-payment, breach of these Terms, or use likely to compromise the security or proper functioning of the platform. Suspension does not suspend the amounts due and does not constitute termination.

Neither party may be held liable for a failure to perform its obligations resulting from a force majeure event, nor for failures of third-party services essential to the operation of the platform (in particular Google's APIs and services, the host or the payment provider).

Localnord may amend these Terms. The Client is informed of any amendment by email or via the client area at least 30 days before it takes effect. Continued use of the service beyond that date constitutes acceptance. In the event of refusal, the Client may terminate under the conditions of Article 4.

• Entire agreement: these Terms, the data processing agreement (DPA) and the order form constitute the entire agreement between the parties.
• Severability: if any provision is held void or unenforceable, the remaining provisions retain full effect.
• No waiver: a party's failure to enforce a provision does not constitute a waiver of its right to enforce it later.
• Assignment: the Client may not assign the contract without Localnord's written consent. Localnord may assign the contract as part of a reorganization or transfer of business.
• Evidence: the records, logs and emails generated by the platform constitute evidence between the parties, unless proven otherwise.
• Notices: any notice is sent by email - to the Client at the address provided in its client area, and to Localnord at sav@localnord.fr.

These Terms are governed by French law, notwithstanding the place of incorporation of Localnord LLC.

In the event of a dispute, the parties undertake to seek an amicable solution. Failing agreement, and the Client acting as a professional, any dispute falls within the exclusive jurisdiction of the Commercial Court of Paris.

For any question regarding these Terms, contact us at sav@localnord.fr