Legal terms
General Terms of Use
The present general terms of services (“T&Cs”) are aimed to provide the terms and conditions of the provision in SaaS mode, to the Client, of the Platform and Services (as defined below) developed and published by the company WEGROW, a simplified joint-stock company with capital of 35 825 Euros, having its registered office at 149 avenue du Maine, 75014 PARIS, registered in Paris Trade and Companies Register as number 838 576 304 (hereinafter "WEGROW"), , in consideration of the payment by the client of the price for their access and use.
ARTICLE 1 - DEFINITIONS
When the initial letter is a capital letter the following terms shall have the meaning defined hereinafter, in the singular or in the plural:
(i) Account : means the account created by WEGROW on the Platform allowing the Client and Users to access the Platform and Services
(ii) Agreement: refers to the present T&Cs and the SOW, and any appendices and supplementary agreements they may have;
(iii) Client: refers to all professionals, whether a natural person or legal entity, registered in the trade and companies register, or any equivalent commercial register, identified as a client of WEGROW in the SOW.
(iv) Data: refers, in connection with use of the Platform, communicated and/or uploaded by the Client on the Platform to properly benefit from the Services ;
(v) SOW: refers to the statement of work signed by the Parties, which defines the subscription by the Client to the Platform and the Services. The SOW includes in particular a description of the subscribed Services, the terms of provision of the Platform, the price and financial terms and all other specific terms negotiated between the Parties. The SOW forms an integral part of the Agreement.
(vi) Platform: refers to the software platform developed and published by WEGROW, provided on SaaS mode through a web browser, that enables the Client to benefit from the Services; (vii) Services : the community creation and best practice sharing services accessible from the Platform, as well as the options and other services listed in Article 3.
(viii)Subscription : designates the subscription to the platform taken out by the customer and the subject of these presents
(ix) Users : means the users, employees or collaborators of the Client, having been authorized by the Client to use the Platform and benefiting from an account on it.
ARTICLE 2 - ACCEPTANCE OF THE AGREEMENT
The use of the Platform is subject to the express and unreserved acceptance by the Client of the Agreement.
The Agreement is fully and exclusively represented by the following contractual documents in order of decreasing legal value:
(i) the SOW;
(ii) these T&Cs;
(iii) any annexes.
In case of contradiction, the provisions of the higher value document will prevail.
The acceptance of the SOW by the Client by his signature implies the express and unreserved acceptance by the Client of the Agreement and his commitment to respect the content thereof. The Client acknowledges having read the SOW, the attached T&Cs and having fully understood the terms, prior to signing.
The Client declares that he is entering into the Agreement in his own name, on his own behalf or that of his professional clients, and for his professional needs.
ARTICLE 3 - DESCRIPTION OF THE SERVICES
The Services subscribed to by the Client are listed and described in the SOW.
3.1. Set-up
Upon signing the SOW, the designated WEGROW Client Success Manager (CSM) will reach the Client to set-up the Platform. The Client is invited during meetings and discussions with the WEGROW CSM to share their needs and the customizations required for their activities. The WEGROW CSM will provide all their expertise and knowledge to the client to support them in this setting phase.
The settings includes :
- Visual customization
- Spot, select and scale up best practices with attachments.
- Advanced filters and keywords system.
- Possibility to comment, pick as favorite, like & boost.
- Community page.
- Integration to MS Teams and Sharepoint
- SSO login
- Users onboarding and trainings
3.2. Provision of the Platform
The Platform is provided in SaaS mode in an environment specifically created for the Client. The Platform's features are described in the SOW. They include, but are not limited to: - community creation according to the Subscription plan;
- creation of best practices by users;
- creation of competitions and games within each community to increase the involvement of users. It is specified that the awarding of prices in this context is the responsibility of the Client and is not included in the Subscription. WEGROW encourages the Client to review a specific budget for this purpose.
Following the set-up phase, all Client users will be identified by the Client through a SSO login, whose user directory is managed on the Client side.
The Platform will be used under the sole control, direction and responsibility of the Client. Consequently, the Client is responsible, without this list being exhaustive, for (i) the implementation of all useful processes and measures intended to protect its hardware, software packages, software, passwords, against any viruses and intrusions; (ii) compliance with the technical prerequisites as defined in Article 4.2 below; (iii) errors made in the use of the Platform; and (iv) the use of Access Codes to access and use the Platform.
3.3. Dedicated Client Support
This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
WEGROW monitors the Client's use of the Platform and supports it to ensure effective use by Users. To this end, WEGROW provides the Client with a dedicated CSM . The CSM and the Client will meet every 15 days to take stock of the use of the Platform, or at a frequency aligned between both parties. The monitoring will include, but is not limited to, the following :
- Client success manager to support the Client with post creation and selection, with animation of gamification, newsletters, community management, ambassador program, growth reports, and quarterly business reviews ;
- Consultancy for content creation or change management ;
- Plan of communication and enrolment ;
- Training materials.
3.4. AI feature
WEGROW’s AI aims at making the Platform easier to use and to drive higher sharing and engagement:
- AI Assisted best practice post creation
- AI assisted search
- AI based recommendations of posts
The AI is based on a generative AI system developed by WEGROW on Azure AI Studio and using Llama 3 or GPT 4, which act as an AI system provider. WEGROW has incorporated the abovementioned generative AI system into its software solution, in order to be able to provide the specific feature on its Platform. WEGROW may freely choose to change its AI provider at any time.
The Client and users are aware that they interact with a machine, powered by the capabilities of generative AI. When using the AI on the Platform, users do not interact with a human being at any time. WEGROW AI will not suggest or simulate a human presence at any time.
The Client is solely responsible for the integration of the Data, their quality and their completeness. The Client undertakes to integrate data that belongs to it or that belongs to third parties who have authorized it to use them, and that complies with this Agreement.
The Client is fully aware that generated Data comes from an AI system that may contain inaccuracies and/or imprecisions.
The Client, as a professional in its field of activity, is solely responsible for the manner in which the generated Data is interpreted, used and applied in its professional context. This involves in particular the exercise of vigilant control to verify the quality, reliability and relevance of the generated Data.
The Client is solely responsible for the decision that will be made from generated Data. The Client must exercise its professional judgment to make informed decisions based on its own objectives, requirements and quality standards.
3.5. Options
3.5.1. General option
The Client has the possibility to subscribe to the additional options. Some options are listed below : - multilingual: translation of the Platform into several languages ;
- award: dedicated workflow on the Platform to increase user involvement ;
- reading restriction and validation: best practices published by users may be restricted to certain users or not be published without prior verification by a referent designated by the Client.
- Professional services: expert made available is specialized in the client's field of activity and carries out personalized research and benchmarks
The options are described and detailed in the commercial proposal.
3.5.2. Customization
The Client's request, WEGROW may be required to carry out customizations. To this end, the Client undertakes to provide WEGROW with a specifications document describing its specific needs in terms of customizations and/or adaptations to be made to the Platform (the "Specifications"), based on which WEGROW will be able to analyze the feasibility of the need and determine the characteristics of the customizations to be carried out, in terms of functionalities and performance. The specifications document summarizes (i) the description of the services to be provided to meet the Client's expressed needs, (ii) the planned implementation schedule, (iii) the price of the services, (iv) the price of the resulting technical and functional assistance, as well as (v) any other applicable special conditions (hereinafter the "Specifications Document"). Customization work will begin upon the Client's written acceptance of the Specifications Document.
The Client expressly acknowledges and accepts that the realization of customizations on behalf of the Client does not, unless otherwise stipulated, result in any transfer to the Client of the Intellectual Property Rights resulting from these customizations. WEGROW remains the sole holder of all intellectual property rights related to the customizations. Furthermore, the Client acknowledges and accepts that there is no exclusivity on the customizations. The Client will benefit from a license, for the duration agreed between the Parties and specified in the Specifications Document, for the entire world, an exclusive, non-transferable, non-sublicensable license to access and use the customizations, for its own needs and for the sole purposes of its professional activity. Notwithstanding the foregoing, it is specified that the Client's prior rights, in particular its distinctive signs, remain its property.
The delivery times specified in the Specifications Document are given for information purposes only. WEGROW will make its best efforts to meet the delivery deadlines for the customizations, without its liability being engaged in case of delay nor entitling the Client to any compensation or recourse. In case of foreseeable delivery delay, WEGROW will inform the Client by email of the expected delay. In any case, the deadlines indicated in the Specifications Document will be null and void in case of force majeure, or in case of new needs expressed by the Client and not taken into account in the Specifications and/or the Specifications Document.
The Parties agree to collaborate closely and actively within the framework of their contractual relations defined herein. They undertake to fulfill their commitments with perfect good faith, notably by communicating, signing, and delivering all information and documents, concluding all acts or contracts, and taking all decisions or actions that may be necessary to ensure the realization of the customizations. The Client acknowledges that in this regard, compliance with the delivery deadlines is, in any case, subject to its fulfillment of its general obligation of collaboration.
The customizations will be delivered to the Client in the latest version of the Platform through an update. The Client is informed that the update may render all or part of the Platform temporarily unavailable. The Client will be informed fifteen (15) calendar days before the effective delivery of the update. WEGROW will make its best efforts to carry out the update while avoiding, as much as possible, disrupting the use of the Platform by users. However, the Client expressly acknowledges and accepts that the implementation of the update may be carried out at any time (during and/or outside This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
working hours) and render all or part of the Platform temporarily unavailable, without this entailing WEGROW's liability, nor entitling the Client to any recourse or rights.
3.6. Other Services
The Parties may, on the special terms set out in the SOW, agree to the provision by WEGROW to the Client of other services (training services, etc.).
ARTICLE 4 - PLATFORM PROVISION
4.1. Technical prerequisites
To access and use the Platform, the Client must have computer equipment, equipped with a high-speed internet connection and a web browser (Google Chrome or Mozilla Firefox, preferably).
All costs relating to access to the Platform and its use, whether hardware, software or internet access costs, are exclusively the responsibility of the Client. The Client is solely responsible for the proper functioning and appropriate security of his computer equipment as well as his internet access.
4.2. Hosting and security
The Platform is hosted by Microsoft Ireland Operations Limited ; One Microsoft Place South County Business Park Leopardstown Dublin 18 Ireland providing AZURE services. Any Data and any personal data provided or collected through the Platform will be stored on the server(s) of this host, made available to WEGROW.
This host acts as a subcontractor of WEGROW within the meaning of the Regulations applicable to the protection of personal data, only on written instructions from WEGROW. He does not have the right to use the Client's Data and personal data, except for the purposes of performing technical hosting and database management services and only under the contractual conditions signed between the hosting provider and WEGROW which cannot derogate from this article and the aforementioned regulations. WEGROW undertakes to make its commercially reasonable efforts to:
- ensure the physical and logical security of the servers on which the Platform is hosted and, in particular, the integrity of the network and the servers against any external malicious act or any known computer attack. The servers are protected against intrusions by a firewall. Security updates of operating systems and anti-virus are installed regularly.
- implement and maintain security and confidentiality measures for the Platform, which take into account the principles of protection of personal data and are adapted to the risk generated by their processing on the rights and freedoms of the persons concerned, in accordance with the requirements of the Regulations applicable to the protection of personal data. These measures aim to (i) protect the Data – and in particular personal data against their destruction, loss, alteration, disclosure to unauthorized third parties and (ii) ensure the restoration of the availability of Data – and in particular personal data and access to them within appropriate timeframes in the event of a physical or technical incident. WEGROW also implements a procedure aimed at regularly testing, analyzing and evaluating the effectiveness of the aforementioned security measures.
In the event of server failure, WEGROW will make its best efforts to restore the service as soon as possible, within the limits of the service level commitments made by the hosting provider, following This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
notification of the failure by the Client, it being specified that applications are set up to restart automatically in the event of a software crash.
4.3. Availability of the Platform
The Platform is accessible 24 hours a day, 7 days a week, subject to the occurrence of a case of force majeure or an event beyond the control of WEGROW and except interruption, suspension or limitation in the context of operations maintenance and/or updates necessary for the proper functioning of the Platform.
WEGROW is only bound by an obligation of means regarding the accessibility, operation and availability of the Platform. WEGROW reserves the right to interrupt, suspend or limit access to all or part of the Platform, in particular due to legal or technical constraints. These aforementioned suspensions, interruptions or limitations may occur at any time, without notice as regards the implementation of corrective measures. For any scheduled maintenance, WEGROW will make its best efforts to notify the Client within a reasonable time before the interruption, in accordance with article 5.2 below.
In the event of unavailability noted by the Client, beyond the control of WEGROW, the latter will make its best efforts to restore the Platform as soon as possible. In the event of an interruption or suspension of more than two (2) working hours, WEGROW will notify the Client by email and keep him informed of the evolution of the situation until the Platform is restored.
The Client expressly acknowledges that the aforementioned suspensions, interruptions or limitations may occur at any time without notice and that they shall not give rise to any obligation or compensation for its benefit.
ARTICLE 5 - TECHNICAL SUPPORT AND MAINTENANCE OF THE PLATFORM 5.1. Hotline
WEGROW will provide, during the term of the Agreement, a telephone and electronic hotline for the Client, relating to the use, configuration and operation of the Platform. The hotline will be available from Monday to Friday, from 9 a.m. to 6 p.m. (CET), excluding weekends and public holidays (the “Business Days”), by email at the following address: help@wegrow-app.com. WEGROW will make its best efforts to try to respond to the Client's request within a reasonable time from its notification by the Client, without the final resolution of it being guaranteed.
5.2. Preventive and evolutionary maintenance
During the term of the Agreement, WEGROW may ensure the evolutionary maintenance of the Platform and provide functional updates and changes to the Platform allowing (i) to maintain the Platform in compliance with the French legislation and regulations in force, (ii) to adapt the Platform to the technological evolution of networks and computer equipment and/or (iii) to improve the use of the Platform.
WEGROW will also provide preventive maintenance of the Platform. WEGROW will inform the Client before the implementation of such maintenance within a reasonable time and will indicate the foreseeable period of unavailability of the Platform. This duration is only given as an indication. WEGROW undertakes to make its best efforts to limit as much as possible the possible disruptions in the use of the Platform by the Client related to the performance of maintenance, without its liability
being engaged in the event of unavailability of this fact., nor open the right to compensation or recourse for the benefit of the Client.
5.3. Corrective maintenance
During the term of the Agreement, WEGROW will ensure the corrective maintenance of the Platform and will make its best efforts to ensure the proper functioning of the Platform. In the event of discovery of a malfunction by the Client, the latter must promptly notify WEGROW by email to the support address. To be processed, the default must be described by the Client in a precise and documented manner.
WEGROW will then make its best efforts to correct the default as soon as possible, with the least possible disruption in the use of the Platform by the Client. The method of dealing with the default is up to WEGROW and may take the form of a program correction, the provision of a workaround or any other means to avoid the reproduction of the anomaly concerned.
Without prejudice to any other provision of the Agreement, WEGROW shall be automatically released from any obligation and liability for maintenance in the following cases: (i) in the event of the Client’s breach of its obligation to collaborate, or its obligation to payment, (ii) in the event that the default results from improper use of the Platform or from use of the Platform that does not comply with the provisions of the Agreement, from an intervention by the Client or a third party on the Platform not previously authorized in writing by WEGROW, or a computer program not provided by WEGROW.
ARTICLE 6 - COOPERATION BETWEEN THE PARTIES
The Parties undertake to cooperate closely, as far as they are able, and in perfect good faith, to enable satisfactory performance of the Agreement. The Parties undertake in particular to keep one another informed, and to communicate to one another, spontaneously, all events, information or documents which may be effective for satisfactory use of the Platform, and more generally for satisfactory performance of the Agreement.
ARTICLE 7 - INTELLECTUAL PROPERTY RIGHTS
7.1. Intellectual property rights on the Platform
The Client acknowledges and accepts that WEGROW holds all rights, including intellectual property rights of any kind (copyright, trademark, patent, databases, domain names, etc.), titles and interests in the following elements (the “Protected Elements”):
- The Platform, including its architecture, software, the artificial intelligence algorithm, its applications, databases, textual or visual content and multimedia;
- The Services, including all features and customisation ;
- The know-how, methods, processes, tools used, deployed, improved while performing the Services;
- The trademarks, tradenames, domain names, and other signs and logos used on the Platform and/or by WEGROW.
The Agreement shall not be construed as granting the Client any right or interest over the Protected Elements, but only a limited right to access and use the Platform and, for a Client with a Subscription, access and use the Services, on the terms defined hereinafter.
Subject to full payment of the sums mentioned in the SOW by the Client, WEGROW grants the Client, for the term of the Agreement, for the whole world, a non-exclusive, non-assignable, non-transferable licence to access and use the Platform and, for a Client with a Subscription, the Services, for its own requirements and solely for the purposes of its professional activity.
The Client undertakes not to use the Platform and the Services other than within the limits authorised by the Agreement. The Client also undertakes not to accomplish one or more of the following acts, nor to enable the User or a third party, nor to authorise a user or a third party, to accomplish one or more of the following acts: (i) decompile or disassemble the Platform and/or the Services, implement reverse engineering, or attempt in any other manner to obtain its source codes, in whole or in part; (ii) create works derived from the Platform and/or the Services, adapt them, modify them, translate them, or make modifications to them, in whole or in part, or enable all or a proportion of one or more of their elements to be associated with or incorporated in other works, including software works; (iii) lease, sub-license, sell, lend, communicate or transfer the Platform, the Protected Elements and/or the Services to a third party, or enable a third party to access and use the Platform and the Services, in whole or in part, without WEGROW's prior, written consent.
Any representation, reproduction and/or exploitation, whether total or partial, of WEGROW's distinctive signs, of any kind whatsoever, is completely prohibited, unless authorised beforehand, expressly and in writing, by WEGROW.
7.2. Intellectual property rights on the Data
All Data communicated and/or uploaded on the Platform and delivered to the Client while using the Platform, are reserved to the Client and remains its sole and exclusive property, subject to third party rights.
The Data shall be considered as Confidential Information and treated as such, in accordance with Article 13 below.
ARTICLE 8 - FINANCIAL TERMS
8.1. Price
The prices of the subscribed Services are detailed in the SOW. The price can be a flat fee or be in the form of a subscription depending on the service concerned. The price depends on the number of communities, users and the services and options subscribed to. Depending on the evolution of the scope of the Services, in particular the number of communities or Users, the price may be revised according to the price list applicable on the day of the revision with regard to the annual revisions specified in article 8.2.
It is expressed in Euros, excluding tax. If applicable, VAT shall be invoiced in addition, at the rate applicable on the invoice date.
8.2. three-year Revision
The price of the Subscription may be reviewed every three years by WEGROW on the anniversary date of the Subscription. Unless otherwise agreed by the Parties, the price revision is already set at five percent (5%) of the price payable during the year preceding the revision.
8.3. Payment terms
The price of the Subscription is payable annually in advance (upfront payment), with the first year paid at the Subscription date, and subsequent years paid on the anniversary date of the Subscription for future periods.
Unless alternative terms are stated in the SOW, invoices are payable within thirty (30) days from the invoice issue date, by bank transfer. The Client expressly accepts that the invoices shall be sent by email.
Any late payment shall lead to application of a late-payment penalty calculated on the basis of an interest rate equal to three (3) times the legal interest rate, without any notification being required. A flat-rate penalty of forty (40) Euros for collection costs shall also be due.
Without prejudice for the foregoing, WEGROW reserves the right, five (5) working days after notice to pay sent to the Client by registered letter with request for acknowledgement of receipt, which has gone completely or partially unheeded, to suspend access to the Platform to the Users until full payment of the sums due.
ARTICLE 9 - TERM; TERMINATION
9.1. Term of the Agreement
Unless otherwise specified in the SOW, the Agreement is concluded for an initial period of three (3) years from the date of signature of the SOW. It will then be automatically renewed for successive periods of three(3) years. The party deciding not to renew the Subscription must notify the other party of this decision by email with acknowledgment of receipt, at least ninety (90) days before the expiration of the current period.
9.2. Termination of the Agreement
o In the event of a breach by a Party of any of its contractual obligations the other Party shall be able to terminate the Agreement, as of right and without legal formality, after giving notice to the Party in breach, by registered letter with request for acknowledgement of receipt, which has gone partially or totally unheeded for a term of thirty (30) days. Termination shall take effect immediately, and shall occur without prejudice for any damages which the injured Party might claim.
9.3. Consequences of Expiry and/or of termination of the Agreement
Sums paid by the Client before expiry or termination of the Agreement shall be retained by WEGROW. On expiry of the Agreement, or on the date of effect of its termination, all outstanding sums due by the Client to WEGROW shall become payable immediately.
On expiry or termination of the Agreement, due to any cause whatsoever, the Client shall immediately cease all use of the Services and operation on the Platform. The Client Account will be immediately closed by WEGROW.
The Client’s access to the Platform and Services will be cut off within ten (10) calendar days from the termination of the Agreement. During this period, the Client is invited to extract its Data from the Platform, by following the procedure provided for this purpose on the Platform. The extraction is carried out in standard format (.csv and/or .zip). Any request for assistance in extracting Data and/or any request for extraction in a specific format will be subject to a prior quote from WEGROW.
ARTICLE 10 - GUARANTEES
WEGROW declares and guarantees that it has all the rights, titles, licences and authorisations required to conclude the Agreement.
WEGROW declares and guarantees that it has all intellectual property rights required for the purposes hereof. This being so, WEGROW shall hold the Client harmless against all applications, claims or actions for infringement relating to the Platform, provided that the Client (i) promptly notifies WEGROW of the said claim or action, (ii) enables WEGROW to defend and/or settle the said claim, and (iii) gives WEGROW all necessary assistance in the defence and/or resolution of the dispute. In the defence or resolution of the dispute WEGROW may, as it alone sees fit, (i) obtain the right, for the Client, to continue to use the Platform, (ii) modify/replace the correlative infringing elements in order that they no longer infringe the rights of the third party, without impairing satisfactory performance of the Platform, or (iii) terminate the Agreement and reimburse the Client pro rata with the price of the SOW which it shall already have paid on the date of the dispute.
WEGROW does not give any express or implicit guarantee, including, although this list is not restrictive, regarding continuity, performance and/or the long-term existence of the Platform and/or regarding suitability for a particular use or adequacy of the Platform for the Client's requirements. Nor does it guarantee that it is free of anomalies, errors or bugs, or that it will operate without malfunction or interruption. The Platform is distributed "as is", and with such availability as it has.
WEGROW undertakes to make its best efforts to ensure optimal availability of the Platform, subject to the occurrence of a case of force majeure or an event beyond the control of WEGROW and except interruption, suspension or limitation in the framework of maintenance operations and/or updates necessary for the proper functioning of the Platform. WEGROW is only bound by an obligation of means for the accessibility, operation and availability of the Platform or its content. WEGROW reserves the right to interrupt, suspend or limit access to all or part of the Platform, in particular due to legal constraints (i.e. request from an authority, recourse from third parties) or technical constraints (i.e. maintenance). The Client expressly acknowledges that the aforementioned interruptions or limitations may occur at any time without notice and that they shall not give rise to any obligation or compensation for its benefit.
The use of the Platform implies knowledge and acceptance of the characteristics and limits of the Internet, in particular with regard to technical performance, response times for transferring information, risks of interruption, and more generally, the risks inherent in any connection and transmission of data from the Internet. WEGROW does not guarantee that the functionalities of the Platform or other elements that make it up will be at all times available, uninterrupted or error-free, that any defects or errors will be immediately corrected or that the Platform or its server will be at all times free from viruses, worms, Trojan horses or any other component that may cause harm.
ARTICLE 11 - LIMITATION OF LIABILITY
By express agreement, WEGROW is subject to a duty to exercise skill and care regarding provision of the Platform and the Services to the Client. The Client expressly acknowledges that it has received from WEGROW all necessary information enabling it to assess the suitability of the Platform for its requirements, and to take any useful precautions for its implementation.
WEGROW shall under no circumstances be liable for any application, claim or action resulting from use of the Platform which is not authorised by the Agreement, or use not in accordance with the methods and terms of use stipulated in the Agreement.
WEGROW may under no circumstances be held liable for any indirect damage of any kind whatsoever suffered by the Client, including, although this list is not restrictive, loss of profit, loss of turnover, loss of clientele, commercial disturbance of any kind, or reputational damage, in relation to or deriving from use of the Platform or Services.
The Client expressly acknowledges that use of the Platform shall be made under its sole liability. No advice and no information, whether verbal or written, obtained by the Client when the Platform is used, may create any guarantees which are not expressly stipulated by the Agreement, nor make WEGROW liable in the event of damage, of any kind whatsoever, caused to the Client, a User or to third parties as a consequence of poor use of the Platform, in breach of the recommendations and instructions given by WEGROW, the provisions of the present article, and more generally due to failure to comply with the Agreement.
In any event, if WEGROW is held liable as a consequence of an established fault by it, WEGROW's combined total overall liability shall be expressly restricted, all causes combined, to the direct and foreseeable loss suffered by the Client, but may not exceed the value of the sums paid by the Client over the last twelve (12) months preceding the generating event which gave rise to the liability.
ARTICLE 12 - INSURANCE
Each Party undertakes to purchase from a reputably solvent insurance company, and to maintain in force for the full term of the Agreement, a civil liability insurance policy intended to provide cover against risks relating to performance of the Agreement, and to cover any losses for which it may be held liable in connection with performance of the Agreement. At request of the other Party each Party must be able to prove that it has purchased this insurance.
ARTICLE 13 - CONFIDENTIALITY
The following are considered as confidential: the Agreement and all its terms, together with all information, data, documents of all kinds communicated by one Party to the other for the requirements of the Agreement, by verbal, written or electronic means, and including in particular, but not exclusively, activity reports, assignment mandates, applications, processes, methods, formulae, concepts, industrial strategies, marketing plans, manufacturing trademarks, or expertise, whether or not this information is protectable under an intellectual and industrial property right (hereinafter the "Confidential Information ").
Each Party undertakes:
- to protect and to treat with the strictest confidentiality the Confidential Information which has been given to it or which will be given to it by the other Party, or which has been brought to its attention by the other Party;
- not to reveal to any third party, without the other Party's prior, written agreement, the nature or content of the Confidential Information received from the said other Party, whether directly or indirectly;
- to use the said Confidential Information solely for the purposes of performance of the Services covered by the Agreement or its performance,
- not to copy, reproduce or duplicate, in full or in part, the Confidential Information for requirements other than those of the Services or of performance of the Agreement;
This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
- to ensure the integrity and security of the Confidential Information which has been given to it by the other Party.
This undertaking of confidentiality cannot however apply to information:
- which has come into the public domain prior to the date of its disclosure or communication, or which comes into the public domain after being communicated and/or disclosed, without any breach by the Party which received it;
- which has been received from a third party in a legal manner, without any breach of the present agreement;
- which was legally in the possession of the Party which received it before it was disclosed;
If the receiving Party is obliged to reveal Confidential Information received from the disclosing Party due to a legislative or statutory provision, a judgment or a decision of an organisation exercising legal authority, the receiving Party shall inform the disclosing Party of this request as rapidly as possible, to enable the latter to take all measures to protect its Confidential Information optimally.
The Parties shall be bound by the present obligation until the data in question has become public, unless the Party in question has given an express, prior, written agreement to lift confidentiality.
Each Party shall be answerable for compliance by its personnel and any subcontractors with the confidentiality obligations described in the present article, and shall be fully liable in the event of a breach by its Personnel, or by any subcontractors, of these obligations.
The Confidential Information shall remain the property of the Party which discloses it to the other Party. Transfer of Confidential Information to the other Party may under no circumstances be interpreted as giving it any rights to or interest in this Confidential Information, except for the rights stipulated in the Agreement.
The Parties undertake to return or to destroy, in accordance with the other Party's instructions, documents or reproductions of them containing Confidential Information, immediately after the Party concerned makes such a request, and at the latest on termination or expiry of the Agreement due to any cause whatsoever.
The present article shall survive termination or expiry of the Agreement for any reason whatsoever. ARTICLE 14 - PROTECTION OF PERSONAL DATA
As soon as they process personal data, in particular for the purposes of performing the Agreement, the Parties undertake to comply at all times with any regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016 /679 of the European Parliament and of the Council of April 27, 2016 known as “RGPD” and the law n ° 78-17 of January 6, 1978 modified known as “Data Protection Act” (hereinafter together the “Data protection laws”).
In particular, the Parties undertake to put in place and maintain appropriate security and confidentiality measures to guarantee adequate protection of the personal data processed, adapted to the risks generated by their processing on the rights and freedoms of the persons concerned. These measures aim in particular to (i) protect personal data against their destruction, loss, alteration, disclosure to unauthorized third parties and (ii) ensure the restoration of the availability of personal data and access to them within the appropriate in the event of a physical or technical incident. The Parties also undertake to put in place a procedure aimed at regularly testing, analyzing
and evaluating the effectiveness of their technical and organizational measures to ensure the security of processing.
WEGROW will process the personal data of the Clients and Users, whether directly communicated by the User his/herself or indirectly by the Client, to manage their proper identification, access and use of the Platform, for operating the Users’ support and, as the case may be, the maintenance of the Platform, for analytics purposes and, more generally to manage the contractual relationship between the Parties. The personal data processed is strictly confidential and intended for WEGROW only.
WEGROW undertakes to process the personal data of the Client and Users in the strict respect of Data protection laws.
To that end, WEGROW implements and maintains appropriate technical and organizational security measures of the Platform and, more generally, its IT system, as stated in Article 4.2 above.
Except in case of a legal or judicial obligation to disclose the personal data, WEGROW undertakes not to sell, lease or transfer the personal data to third parties. Notwithstanding the foregoing, it is expressly acknowledged and agreed that the hosting provider mentioned in Article 4.2 will store all databases of the Platform, including the personal data, in its datacenters located in the Netherlands, under binding contractual conditions that shall not derogate from this article.
The Client and each User has a right of access, rectification, limitation and portability of his/her personal data. Each person also has the right to object the processing of his/her personal data for commercial prospecting purposes by WEGROW, the right to the erasure of his/her personal data under the conditions of Article 17 of the GDPR, as well as the right to file a complaint with the competent data protection Authority if he/she considers the processing operated by WEGROW constitutes a violation of his/her personal data. The rights of the Client and each User on his/her personal data may be exercised at any time by addressing an email to WEGROW at the following address: help@wegrow-app.com.
ARTICLE 15 - COMPLIANCE WITH REGULATIONS
15.1. Ethics and Sustainable Development
The Client's firm commitment to Ethics and Sustainable Development leads it to remind each Service Provider of the rules that bind them for each contract concluded with the Client. WEGROW is prohibited from engaging in undeclared work, and more generally undertakes to comply with all its obligations defined in the applicable regulation. WEGROW undertakes to provide proof that it has fulfilled its declaration obligations to the administrative, social, and tax authorities and to provide the Client, within a maximum period of fifteen (15) days from the request, with the supporting documents requested by these authorities. Under these provisions,
WEGROW specifically undertakes to provide the Client, upon the latter's first request, with the following certificates and documents:
● An extract of registration in the trade and companies register (KBIS);
● A certificate of social declarations issued by the social protection organization responsible for collecting social contributions and contributions incumbent on WEGROW, dated less than six months;
● A sworn statement from WEGROW of the filing with the tax administration, as of the date of the certificate, of all mandatory tax declarations and the receipt of the declaration filing with a business formalities center;
● A sworn statement of the work being carried out by regularly employed employees. This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
WEGROW also undertakes not to propose to the Client or use any subcontractor who does not comply with these obligations; in case of breach, the Client reserves the right to terminate the Agreement, without compensation, at the expense and risk of WEGROW. WEGROW undertakes to respect the Universal Declaration of Human Rights and the United Nations Convention on the Rights of the Child, as well as the Conventions of the International Labour Organization, to which France adheres, and whose themes are included in the SA8000 standard (Social Accountability). In case of breach of this commitment, the Client reserves the right to terminate the Agreement, without compensation under the conditions provided for in Article 9.2. WEGROW undertakes to comply with French legislation regarding Environmental Protection, both in the context of its own activities and its services for the Client. For these services, it also undertakes to ensure that its subcontractors comply with the same obligations. In case of breach of this commitment, the Client reserves the right to terminate the contract, without compensation under the conditions provided for in Article 9.2.
15.2. Anti-Corruption
The Parties undertake not to commit, authorize, or permit, in the negotiation, conclusion, or execution of this Agreement, any act that would lead them, or their subsidiaries, to contravene anti-corruption regulations. This obligation particularly targets illicit payments, including bribes to officials and other representatives of public authorities or members of their family or close circle. Each Party undertakes not to offer, give, or agree to give to employees of the other Party, or its agents or any person acting on its behalf, nor to receive or agree to receive from employees of the other Party, or its agents or any person acting on its behalf, any gift or advantage, whether pecuniary or otherwise, constituting corruption, during the negotiation, conclusion, or execution of the Agreement. Each Party undertakes to inform the other as soon as possible if it becomes aware of an act of corruption related to the negotiation, conclusion, or execution of the Agreement or if it has sufficient grounds to suspect such an act. Sanction – Right of Termination: Each Party may terminate this Agreement, with immediate effect, automatically and without prior notice, in the event of prohibited payments, gifts, or advantages made or granted by the other Party under the conditions set out above, or if a Party has reasonable grounds to believe that such payments, gifts, or advantages have been made or granted or are about to be made or granted.
ARTICLE 16 - FORCE MAJEURE
The Parties shall not be able to be held liable if failure to perform or late performance of any of the obligations, as described herein, is the consequence of a case of force majeure, within the meaning of article 1218 of the Civil Code. While it persists, the event of force majeure shall suspend performance of the obligations, for the Party claiming the benefit of it.
In all cases, the Party affected by the event of force majeure must strive to the best of its ability to prevent, eliminate or reduce the causes of the delay, and to resume performance of its obligations as soon as the invoked event has disappeared.
However, if a case of force majeure were to last for more than one (1) month it would entitle both Parties to terminate the Agreement.
ARTICLE 17 - REFERENCE
WEGROW is allowed to use the name, the trademark and the logo of the Client, as a business reference, in particular in its website or by any other means.
The Client will also be able to use the name, the trademark and the logo of WEGROW, as a business reference, except in the event of termination of the Agreement for any reason whatsoever.
ARTICLE 18 - MISCELLANEOUS STIPULATIONS
18.1. Independence of the Parties
The Parties declare and acknowledge that they are and shall remain, for the full term of the Agreement, independent partners, and that the Agreement cannot give either Party the capacity of agent or representative of its co-Agreementor. Neither Party has the power to commit the other, or to sign in the name and on behalf of the other, and each Party shall bear alone the risks of its own business activity. Neither Party shall be liable for the acts or omissions of the other Party, or for the acts or omissions of their employees in the course of delivery of the Services.
18.2. Entirety
The Agreement and each SOW form a whole, and express the entirety of the agreement concluded between the Parties. They replace all prior written or verbal proposals, communications or agreements relating to the purpose of the Agreement. In the event of a contradiction between the provisions of the Agreement and those of its SOW the provisions of the SOW shall take precedence.
18.3. Amendment of the Agreement
WEGROW reserves the right to amend the stipulations of the Agreement at any time without notice. In the event of amendment, the Agreement which shall be applicable to the Client shall be the one in force on the date of the SOW.
18.4. Divisibility
If one or more provisions of the Agreement is/are held to be invalid or declared such in application of a law or regulation, or following a decision of a court with jurisdiction which has become final, the other provisions of the Agreement shall nonetheless retain their full force and scope. The Parties undertake to negotiate in good faith any amendments or the replacement of the invalid provision. To this end, the Parties shall come together to substitute for the invalidated provision a new clause in accordance with the spirit of this provision and of the Agreement.
18.5. Tolerance ; Non-waiver
It is formally agreed that any tolerance or waiver by one of the Parties concerning application of all or a proportion of the undertakings provided in the Agreement, regardless of the frequency and duration thereof, may not be deemed equivalent to an amendment of the Agreement, nor establish any right.
18.6. Notifications
Except in the event that a stipulation hereof provides otherwise, it follows from an express agreement between the Parties that exchanges between them shall be able to be made by all means, in particular by email.
The Parties agree that paper printing of an email enables the content of the exchanges to be proven validly.
The Parties shall implement all security measures enabling the availability, integrity and confidentiality of email files sent over the Internet to be guaranteed. In parallel, they shall implement all effective measures, such as a firewall and antivirus software, which shall be regularly updated and correctly configured, to protect themselves as effectively as possible against intrusions, attacks and the spread of viruses, in order to ensure the availability, integrity and confidentiality of the email files received. The Parties shall back up in the most appropriate and safest possible manner all messages sent relating to the purpose of the Agreement.
18.7. Choice of service address
For performance hereof and matters arising from it the parties choose their respective addresses for service at their registered offices given at the start of the Agreement.
18.8. Electronic signature
If applicable, each Party irrevocably accepts to use the procedure for electronic signature of the Agreement on the platform used to this end by WEGROW.
ARTICLE 19 - APPLICABLE LAW AND JURISDICTION
The Agreement is subject to French law, to the exclusion of all other legislations. If the present Agreement is produced in several languages the French version shall alone be deemed authentic.
The Parties to the present Agreement undertake to strive to the best of their abilities to attempt to settle amicably any disputes which might arise from performance of the Agreement. However, if no settlement can be found the Parties agree that their dispute shall be brought before the courts of Paris with jurisdiction.
Annex 1
Wegrow AI Trust Manifesto :
Governance, Compliance, and Impact
This document summarizes Wegrow’s commitments to transparency, security, and ethical AI development. It is designed to reassure our prospects and clients that Wegrow is a trustworthy SaaS provider by addressing common concerns related to AI governance, compliance, security, and business impact.
For more details, please refer to our General Terms and Privacy Policy and Information System Security Policy (PSSI) documents.
Business impact
How does AI align with Wegrow’s mission and values?
Wegrow’s mission is to facilitate the sharing and reuse of best practices within organizations. AI enhances this mission by enabling automation, personalization, and intelligent recommendations, making content discovery and creation more efficient. Our AI-powered assistant, Widgy, helps users create content, find relevant information, and optimize workflows with minimal effort, ultimately improving collaboration.
As a B Corp, we are committed to integrating Corporate Social Responsibility (CSR) principles into everything we do—including our application and AI capabilities.
What AI-powered features do we offer?
AI Harvests – Post Creation
The AI assistant can generate the text of your post based on a document you upload. This can be a PDF, PowerPoint presentation, meeting minutes, or any other text file.
Additionally, AI can suggest improvements to human-written posts, enhancing clarity and engagement.
AI Matches – Search
The AI assistant can answer business-related questions by aggregating information from multiple posts. The original posts used as sources will also be displayed as sources, allowing users to explore topics in more depth.
Also available on our Teams and SharePoint applications!
AI Matches – Recommendations
While reading a post, the AI assistant suggests other relevant posts, eliminating the need for manual searches on the same topic and enhancing knowledge discovery.
External Sharing Pre-processing
At the user’s request, the AI assistant can prepare content for external sharing by applying translation, summarization and anonymization. This ensures a ready-to-share document with minimal effort to fulfill your projects.
What measurable benefits have clients seen?
● 70% reduction in time required to create or find best practices. In particular, Widgy can even create a best practice post in under 2 minutes, making knowledge sharing faster and easier than ever.
● 30% reduction in time to launch a project by reusing a best practice. ● Enhanced collaboration across multilingual teams. Widgy can understand and reply in any language, enabling your team members to access all interesting contents and sharing with any local partners.
● Increased knowledge reuse, leading to cost savings and efficiency gains.
Are there customer success stories?
Yes, we have documented case studies demonstrating how Wegrow AI has transformed internal knowledge sharing within large corporations. These case studies are available upon request.
Do you offer a business value calculator?
Yes! As part of our solution, we provide a dashboard that allows you to track the time and money saved through efficient sharing and reuse of best practices within your community.
AI Governance & compliance
What security standards does Wegrow comply with?
Wegrow is ISO 27001 certified across all its activities and processes. We fully implement the security controls required by this standard and undergo regular audits to ensure the quality of their application. ISO 27001 also enables Wegrow to follow a continuous improvement cycle, constantly enhancing the security of your data.
Beyond ISO 27001, Wegrow integrates best practices from multiple security frameworks, including NIST and recommendations from competent authorities, ensuring a robust and evolving security program.
Wegrow is fully committed to complying with the General Data Protection Regulation (GDPR) and takes all necessary measures to protect personal data.
Does Wegrow have a dedicated team for security and compliance?
Yes! Wegrow has all the necessary expertise to ensure compliance with regulations, the implementation of its security program, and the fulfillment of your security requirements.
Wegrow continuously trains and raises awareness among all employees on information security. Security considerations are embedded in all company processes to ensure a high level of protection.
Wegrow undergoes multiple external audits each year, including ISO 27001 certifications and penetration tests, to verify the compliance and robustness of its information security system.
How does Wegrow ensure data protection?
To safeguard your data and confidential information, Wegrow implements a comprehensive set of security measures, inspired by industry-leading security standards. These include:
● A product designed with “Security by Design” and “Privacy by Design” principles, ensuring security is embedded from the ground up.
● Strict access control policies, continuously monitored by our security team. ● Data encryption both at rest and in transit to prevent unauthorized access. ● A strong commitment to data sovereignty—your data remains within the European Union.
● Multi-site, multi-region data redundancy, ensuring high availability and resilience. ● Robust vulnerability management, reinforced by regular reviews, security tests, and penetration testing.
● Comprehensive system monitoring and logging, providing continuous oversight of our information system.
● Ongoing security awareness and training for all employees, including dedicated training on personal data protection.
For more details, feel free to request our Information System Security Policy (PSSI).
Will I be notified in the event of a security incident?
Yes. Any security incident that affects the security or confidentiality of your data will be reported to you as quickly as possible.
Wegrow has an incident management and cyber resilience process, tested multiple times per year and audited as part of our ISO 27001 compliance.
How does Wegrow ensure security with its suppliers?
Wegrow carefully selects its suppliers and ensures they meet strict security requirements. Each third-party provider is chosen only after a due diligence process and a thorough risk assessment.
Wegrow integrates security requirements into contractual agreements with all partners to ensure consistent compliance and data protection.
We will always inform you of any changes to subcontractors that could impact how your data is processed, stored, or used.
Do Wegrow’s AI features impact the security of my data?
No. We have designed and developed our AI features following the same high-security standards as the rest of our product, while also considering the specific risks associated with artificial intelligence. Our goal is to enhance Wegrow’s capabilities without introducing additional risks for our clients and users.
Legal and regulatory compliance is a priority, especially with the recent AI Act. Wegrow closely monitors evolving AI regulations and is fully committed to ensuring compliance in the development of AI-powered tools.
Wegrow also accounts for AI-specific functional risks, particularly those related to Large Language Models (LLMs). LLMs can sometimes hallucinate or display biases. These risks were identified early in our AI development process, leading to a careful risk assessment and mitigation strategy.
Because AI capabilities evolve rapidly, Wegrow is committed to continuous monitoring and risk reassessment, ensuring that our AI features remain safe for both your users and your data.
Where can I learn more about data privacy at Wegrow? You can consult our Privacy Policy for detailed information.
If you have any questions or need further details, feel free to contact us. Our Security & Compliance Officer is available to discuss and answer any concerns you may have.
How does Wegrow ensure AI transparency and fairness?
● Explainability: AI-generated outputs are clearly marked, ensuring transparency for users.
● Human Oversight and Control : Our AI do not conduce any autonomy action without prior validation of a human user. If it publishes automatically any content, it clearly mentions that it’s issued by an AI agent and not a human being, to ensure transparency.
● Risk Management: We maintain an internal risk assessment framework, considering the following : Hallucinations or Confabulations, Harmful Content, Algorithmic Bias, Misinformation and Influence Operations, Privacy, Cybersecurity, Intellectual Property, Labor Law, Decision Making. This document is available upon request.
AI Technology & Model Development
How do Wegrow’s AI capabilities work?
Our AI-powered application is designed with a strong emphasis on safety, security, and scalability, leveraging the robust infrastructure of Microsoft Azure. Below is an overview of its architecture and key features:
1. Single-Tenant Architecture
Each client is provided with a dedicated instance of the application (server and database), ensuring data isolation and enhanced security.
Single-tenancy minimizes the risk of data leakage or unauthorized access between clients, as no shared data resources are used.
2. Azure-Based Infrastructure
The application is hosted on Microsoft Azure, a trusted cloud platform with industry-leading compliance certifications and rigorous security protocols.
Data storage, processing, and networking are fully managed within Azure’s secure environment, benefiting from:
● Encryption at rest and in transit for data protection.
● Secure identity management to control access.
● Regular vulnerability assessments to maintain a high level of security.
3. Protection via Azure Application Gateway
The application is safeguarded by Azure Application Gateway, which provides advanced Layer 7 (application layer) traffic management and security.
Features like Web Application Firewall (WAF) protect against common web vulnerabilities, such as SQL injection and cross-site scripting (XSS).
End-to-end SSL encryption is enforced to ensure secure communication between clients and the application.
4. Utilization of Azure AI Foundry
The application integrates with Azure AI Foundry for large language model (LLM) capabilities to deliver high-quality AI services.
Models provided by Azure AI Foundry are used in their pre-trained state, ensuring reliability and performance without the need for custom fine-tuning.
Azure AI Foundry operates under strict data privacy guidelines. All prompts and data sent to the service are processed securely and are not retained or used to train or improve the underlying models.
The service complies with Microsoft's Responsible AI principles, ensuring fairness, transparency, privacy, and accountability in AI operations.
5. Data Privacy and Protection
This document contains proprietary information of Wegrow
and can not be used, disclosed, or duplicated without written consent.
All data exchanged with the application is encrypted using industry-standard protocols (e.g., TLS 1.2 or higher).
Client data, including prompts and outputs, is never used to improve Azure AI Foundry's models, ensuring complete confidentiality.
Roadmap & Future AI Development
How often does Wegrow update its AI capabilities?
We continuously enhance our AI functionalities based on:
● User feedback to improve relevance and usability.
● New technological advancements to stay at the forefront of AI innovation. ● Emerging best practices in the AI field to ensure ethical, secure, and efficient development.
Can customers influence AI development?
Yes! We actively integrate customer feedback into our product roadmap, ensuring that our AI features evolve to meet real user needs.
Client Support & onboarding
Do users require specific skills or training? What support levels are available?
No advanced technical skills are required to benefit from our AI features. We design our solutions to be intuitive and user-friendly for seamless adoption.
However, to ensure a smooth experience, we provide multiple levels of support and training:
● Technical Support: Dedicated points of contact for any technical queries or challenges. Our AI Lead Developer is available to address technical questions in meetings when needed.
● Training Programs: Our Customer Success Managers (CSMs) communicate about new features and best practices. Resources include newsletters, tutorials, and webinars to help users maximize the platform’s potential.
● Ongoing Assistance: Our CSMs serve as the first line of support and escalate all detected bugs to our technical team for resolution.
Conclusion: Building Trust with AI
Wegrow is committed to balancing AI innovation with responsible governance. By prioritizing transparency, security, and compliance, we provide enterprises with a trustworthy AI-powered solution. Clients can contact us for further discussions or request additional documentation regarding security, compliance, and AI governance.
To stay at the forefront of security and efficiency, Wegrow collaborates closely with industry-leading partners, including:
Microsoft – Leveraging Azure cloud services for scalability, reliability, and compliance.
Gartner – Through our relationship with Gartner, Wegrow benefits from valuable industry insights and expertise, strengthening our ability to support large corporations with innovative and reliable solutions.