Terms of Use and Sale

Draft document, to be reviewed by a lawyer before publication.

Effective date: [EFFECTIVE DATE]

1. Publisher

The Loupsio service is published by [PUBLISHING COMPANY], [LEGAL FORM AND SHARE CAPITAL], with its registered office at [ADDRESS], registered under number [RCS/SIREN], EU VAT number [VAT NUMBER] ("Loupsio", "we").

Contact: [CONTACT EMAIL].

2. Purpose and scope

These terms govern access to and use of the Loupsio service, and the sale of subscriptions.

Loupsio is for professionals only: businesses and people acting for the purposes of their trade or business. The service is not offered to consumers.

The Merchant accepts these terms online, by ticking the box provided when creating the account or subscribing. The person who accepts them declares that they are authorised to bind the Merchant.

The contractual documents are, in order of priority:

1. the data processing agreement, for everything relating to data protection;
2. these terms;
3. the accepted quote, for plans on quote.

The Merchant's general terms of purchase do not apply, unless Loupsio agrees in writing.

Note for legal review. Check whether Article L221-3 of the French Consumer Code may apply (protection of professionals with five employees or fewer, for a contract outside the scope of their main activity). The wording assumes that analysing their shop falls within merchants' main activity.

3. Definitions

• Merchant: the business that subscribes to the service.
• User: a person who has a Loupsio account and accesses a Merchant's sites.
• Visitor: a person who visits a site on which the Merchant has installed the Loupsio script.
• Script: the loupsio.js file that the Merchant installs on its site.
• Session: the recorded visit of a Visitor in one browser tab. It ends when the tab is closed or after 30 minutes of inactivity.
• Application: the Loupsio online interface.

4. The service

Loupsio helps the Merchant analyse how Visitors behave on its online shop:

• session replays, including while the visit is happening ("Live" view), and heatmaps;
• friction detection (repeated clicks, dead clicks, JavaScript errors, quick returns, frantic scrolling, input errors, slow pages), with failed requests and console errors;
• form analysis, funnels, journeys, page speed, visitor retention;
• estimates of what a friction costs in sales, from order amounts;
• surveys and a feedback button shown to Visitors;
• weekly email report, alerts, exports, read-only API;
• sending frictions to Google Analytics 4, Segment or Klaviyo, tickets in Jira, Linear or Trello, daily export to a data warehouse;
• Shopify app;
• an assistant that answers questions from the site's figures, visit summaries and grouping of comments by theme.

The exact content of the service is what is available in the Application. Loupsio may change it. If it removes an essential feature of a paid plan, it notifies the Merchant at least 30 days in advance. The Merchant may then terminate free of charge, with a pro rata refund of the period already paid.

Assistant and Claude options. The assistant's answers, visit summaries and comment themes are generated automatically. They may be incomplete or inaccurate: the Merchant checks them before making a decision. The options written by Claude are disabled by default and are enabled separately, in the privacy settings. If the Merchant enables the "answers written by Claude" option, the question and totals calculated from sessions are sent to Anthropic PBC, in the United States. If it enables "Visit summaries by Claude", the timeline of a visit is sent to Anthropic PBC when a user asks for that visit's summary. If it enables "Comment themes by Claude", the text of the comments left by Visitors in surveys and the feedback button is sent to Anthropic PBC when a user asks for them to be grouped by theme. The data processing agreement details the data sent.

Estimates. The estimated cost of a friction and the sales recovered after a fix are statistical estimates, calculated from recorded visits and order amounts. They are indicative: the Merchant checks them before making a decision.

5. Access and accounts

5.1 During the pilot phase, sign-up may be limited to people who have received a sign-up code or an invitation.

5.2 Each User has a personal account. They provide accurate information and keep their password secret. They notify Loupsio without delay if they suspect unauthorised use of their account.

5.3 Each site has Users with an owner or member role. The rights of each role are described in the Application. An owner can invite Users; an invitation expires after 14 days.

5.4 The Merchant is responsible for its Users' use of the service, and for the people to whom it gives access to data:

• through a friction share link, for example to an agency without an account. Anyone with the link can view the shared friction until the link expires, after 30 days;
• through an API key, which it keeps secret and can revoke;
• through an alert, a webhook or an export to the tool of its choice;
• through a tool that it connects to Loupsio with its own credentials: Google Analytics 4, Segment or Klaviyo, which receive the frictions of visits; Jira, Linear or Trello, where a ticket created from a friction contains a share link valid for 30 days; a data warehouse, which receives a daily copy of visits, frictions, events, survey answers and feedback.

Data sent to these tools is no longer subject there to the retention period chosen in Loupsio, nor to erasure carried out in Loupsio.

6. Pilot phase

During the pilot phase, the service is free of charge, whatever plan is shown.

It is provided as is, with no service level commitment (availability, response times). Features may change or be removed.

Loupsio announces the end of the pilot phase by email at least 30 days in advance. No paid subscription starts without the Merchant's express agreement.

Note for legal review. Decide what happens at the end of the pilot if the Merchant does not choose a plan: automatic move to the free plan (with the 2,000-session limit) or collection stops.

7. Plans and prices

Prices exclude taxes. Applicable VAT is added. For a Merchant established in another EU Member State with a valid VAT number, VAT is self-assessed by the Merchant (reverse charge).

Sessions are counted [per site / across all the account's sites: TO BE SPECIFIED], per subscription month.

The Merchant can change plans at any time from the Application. A move to a higher plan applies [immediately, billed pro rata / from the next period: TO BE DECIDED]. A move to a lower plan applies from the next period.

Loupsio may change its prices. It notifies the Merchant by email at least 30 days in advance. The new price applies from the next period. A Merchant who does not accept it may terminate before it takes effect.

8. Going over the limit

If the number of sessions goes over the plan's limit:

• collection continues: no data is lost;
• the Merchant is notified by email and in the Application;
• the invoice for the current month does not change.

If the overage happens again, Loupsio may suggest the suitable plan to the Merchant. The plan only changes with the Merchant's agreement, from the next period.

Note for legal review. Decide what happens if the Merchant keeps declining the suitable plan (limiting collection, termination by Loupsio with notice, etc.).

9. Billing and payment

9.1 Paid subscriptions are monthly. They are payable in advance, at the start of each period, by bank card through our payment provider Stripe. Loupsio does not store card numbers.

9.2 An invoice is issued for each payment and made available to the Merchant [in the Application / by email: TO BE SPECIFIED].

9.3 In the event of late payment, and in accordance with Article L441-10 of the French Commercial Code:

• late payment interest is due, at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points;
• a fixed indemnity of €40 for recovery costs is due.

No discount is given for early payment.

9.4 If a payment fails, Loupsio notifies the Merchant. If the payment is not made within the following 15 days, Loupsio may suspend access to the Application. Data remains stored according to the retention period chosen by the Merchant.

Note for legal review. If the Shopify app is billed through Shopify rather than Stripe, adapt this section. Also specify whether collection continues during a suspension.

10. Term and termination

10.1 The subscription is for one month. It renews automatically every month.

10.2 The Merchant may terminate at any time from the Application or by email to [CONTACT EMAIL]. Termination takes effect at the end of the period already paid. The current period is not refunded, except in the cases set out in sections 4, 10.4 and 18 and in the data processing agreement.

10.3 The Merchant may also delete its account from the Application.

10.4 Loupsio may terminate:

• if the Merchant commits a serious breach, 15 days after a formal notice that remains unanswered;
• without notice, in the event of unlawful use of the service or a serious security risk;
• without cause, with 60 days' notice and a pro rata refund of the period already paid.

10.5 At the end of the agreement, data is deleted in accordance with the data processing agreement: no later than 30 days after the end of the agreement. Copies held in backups disappear within the following 30 days. Before the agreement ends, the Merchant can retrieve its data using the available exports.

10.6 The Merchant removes the script from its site at the end of the agreement.

11. The Merchant's obligations

The Merchant uses Loupsio in compliance with the law, in particular the GDPR and the French Data Protection Act. It is responsible for the processing of Visitors' data. In particular, it undertakes to:

1. obtain the Visitors' prior consent before any recording. Loupsio considers that session recording is not exempt from consent (Article 82 of the French Data Protection Act, CNIL recommendations). The Merchant enables consent mode (data-consent="required") and connects its cookie banner to Loupsio. A template is provided in the "Cookie banner template" kit;
2. inform Visitors clearly and fully, in its privacy policy and in its consent management tool;
3. mask or exclude the elements of its pages that display personal data (name, address, order number, etc.) with data-loupsio-mask or data-loupsio-block, or turn on the “Mask all text on the pages” setting (Settings › Privacy). Input in form fields is masked automatically, but displayed text is recorded unless it is masked;
4. not install the script on pages that reveal special categories of data (health, opinions, sex life, etc.), or exclude the relevant elements;
5. not send directly identifying data (email address, name, customer number, etc.) in events, A/B test variants or survey questions, and, to link visits to a customer with loupsio('identify', …), use an internal identifier such as a customer number, never an email address or a name;
6. choose a suitable retention period, and respond to requests from Visitors who exercise their rights;
7. only install the script on sites it operates or is authorised to analyse;
8. not use the service to monitor its employees, or to identify or track people for any purpose other than improving its site;
9. not circumvent the masking mechanisms, or attempt to access other customers' data;
10. not disrupt the service (mass requests, penetration tests without Loupsio's written agreement), or copy or decompile it, except where permitted by law;
11. if it connects Loupsio to other tools (Google Analytics 4, Segment, Klaviyo, Jira, Linear, Trello, data warehouse), ensure that this sending has a legal basis and, if it leaves the European Union, that it is covered by appropriate safeguards; inform Visitors of it; itself erase in those tools the data of a Visitor who exercises their rights.

The Merchant indemnifies Loupsio against claims by third parties or authorities that result from the Merchant's failure to meet these obligations. This indemnity does not cover failures by Loupsio.

12. Loupsio's obligations

Loupsio undertakes to:

• provide the service with care and skill. This is an obligation of means (best efforts), not of result;
• protect data in accordance with the data processing agreement and the privacy policy;
• host data in the European Union (server in the Netherlands, storage and backups in France), except for the data sent to Anthropic PBC (United States) for the Claude options that the Merchant enables, and the data that the Merchant has sent to the tools it connects;
• answer support requests sent to [CONTACT EMAIL] within a reasonable time.

13. Availability

Loupsio makes its best efforts to keep the service available at all times. It may interrupt it for maintenance, giving advance notice where possible.

Loupsio checks each component of the service (application, visit collection, recording storage, scheduled jobs) every minute and publishes the results, along with incidents, on a public status page (/status). This page contains no personal data. It is served by the same servers as the service: in a complete outage, it may stop responding.

During the pilot phase, no service level is guaranteed (section 6). For paid plans, outside the pilot phase, Loupsio's availability commitment and how it is measured are set out in the "Availability Commitment (SLA)" document.

The Merchant checks that its shop works properly after installing the script. It can remove the script at any time.

Note for legal review. The "Availability Commitment (SLA)" document measures availability from the status page. Decide its rank in the list of contractual documents in section 2, as its own note asks, and check that the description of the status page above remains consistent with it.

14. Personal data

• For Visitors' data, Loupsio acts as the Merchant's processor. The data processing agreement, accepted online by the Merchant, forms part of the contract.
• For Users' data and billing data, Loupsio is the controller. See the privacy policy.
• The tools that the Merchant connects to Loupsio with its own credentials are not processors of Loupsio. They receive data on the Merchant's instruction (see the data processing agreement).

15. Ownership

15.1 Loupsio remains the owner of the service, the script, the Application, their code and their content. It grants the Merchant, for the term of the agreement, a non-exclusive, non-transferable right to use the service for its internal needs.

15.2 The Merchant remains the owner of its data, its site and its content. It authorises Loupsio to process them only to provide the service, in accordance with the data processing agreement.

15.3 Loupsio may freely use the suggestions for improvement that the Merchant sends it.

15.4 Loupsio does not name the Merchant as a customer without its written agreement.

16. Confidentiality

Each party keeps confidential the non-public information of the other party that it receives under the agreement. This obligation lasts for the term of the agreement and 3 years after it ends. It does not apply to information that is public, already known, lawfully obtained from a third party, or whose disclosure is required by law.

17. Liability

17.1 Each party is liable for the direct damage it causes to the other by failing to meet its obligations.

17.2 Loupsio is not liable for indirect damage, such as loss of revenue, customers or opportunity.

17.3 Loupsio's total liability is limited to the amount paid by the Merchant in the 12 months preceding the event giving rise to the claim. During the pilot phase or on the free plan, it is limited to [AMOUNT TO BE DEFINED].

17.4 These limits do not apply in the event of gross negligence or wilful misconduct, or where the law prohibits them. They do not limit the rights of data subjects under Article 82 GDPR.

Note for legal review. Check the validity of the cap under Article 1170 of the French Civil Code (a clause that deprives the essential obligation of its substance), in particular during the free pilot, and how it fits with the data processing agreement (data protection failures, data breaches).

18. Force majeure

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code. If the impediment lasts more than 30 days, either party may terminate the agreement free of charge. Amounts paid for the period not performed are refunded.

19. Changes to these terms

Loupsio may change these terms. It notifies the Merchant by email at least 30 days before they take effect. A Merchant who does not accept the new terms may terminate free of charge before that date. Changes required by law may apply sooner.

20. Miscellaneous

• Evidence: Loupsio's computer records (online acceptance, logs) are evidence between the parties, unless proven otherwise.
• Assignment: the Merchant may not assign the agreement without Loupsio's consent. Loupsio may assign it to a company that takes over its business; it informs the Merchant, who may then terminate free of charge.
• Severability: if a clause is held invalid, the others remain in force.
• No waiver: failing to enforce a clause does not mean waiving it.
• Language: if the French version and a translation differ, the French version prevails.
• Notices: notices are sent by email, to the account address of the users with the owner role for the Merchant, and to [CONTACT EMAIL] for Loupsio.

21. Governing law and disputes

These terms are governed by French law.

In the event of a dispute, the parties first seek an amicable solution for 30 days from one party's written complaint. Failing that, the dispute is brought before the competent courts of [COURT CITY].

Note for legal review. A jurisdiction clause is only valid between traders (Article 48 of the French Code of Civil Procedure). Check its effect for merchants who are not traders and for merchants established in another Member State (Brussels I bis Regulation).