Article 1. Scope
These terms of use (hereinafter the “Terms”) apply to the services provided by EFOLIX SARL (registered office: 5 Rue Dr.Herr L-9048 Ettelbruck G.D.Luxembourg, registered with the Luxembourg Trade and Companies Register (B154324), hereinafter the “Company”), relating to the SaaS e-commerce order management software and related services marketed under the brand Nanoshop (hereinafter the “Platform”).
By registering, accessing or using the Platform, the user declares that they have fully read, understood and accepted these Terms, and agrees to be legally bound by them. Any user who does not accept these Terms must immediately cease using the Platform and shall not access it in any way.
The Platform is exclusively intended for professional users, i.e. natural persons or legal entities acting within the scope of their commercial, industrial, craft or liberal activity.
The Platform is not intended for consumers. If a consumer, within the meaning of Directive 2011/83/EU on consumer rights, registers or uses the Platform, the Company reserves the right to immediately terminate the relevant services without any compensation or liability.
Article 2. Definitions
Professional User (User): any company, legal entity or natural person acting for professional purposes and using the Platform.
Services: the functionalities provided by the Platform, including but not limited to order management, payment interfaces, stock management and statistical analysis.
Content: any data uploaded, stored or processed by the User, including but not limited to product information, customer data, order data, images, etc.
Force majeure: any event recognized under Luxembourg law and case law as being unforeseeable, irresistible and insurmountable.
Article 3. Services Provided
The Company provides Users with a cloud-hosted SaaS e-commerce order management service, whose functionalities are defined by the Platform at the time of use.
The Company reserves the right to modify, update, suspend or discontinue all or part of the Services, without the User being entitled to claim compensation.
The User acknowledges and accepts that the Services may be affected by external factors (networks, third-party services, force majeure). The Company does not guarantee a defect-free service or permanent availability.
Article 4. User Obligations
The User must provide accurate, complete and lawful information when registering and using the Platform.
The User is solely responsible for the legality and compliance of the Content uploaded, in accordance with applicable EU and Luxembourg law (intellectual property law, data protection law, competition law, etc.).
The User is responsible for the security of their account and login credentials. Any loss or damage resulting from the User’s negligence shall be their sole responsibility.
The User must regularly back up their data. The Company is not liable for losses resulting from the absence of backup.
The User shall not engage in reverse engineering, reproduction, distribution, commercialization of the Platform software, or any action likely to interfere with its operation.
Article 5. Company Liability
The Company is subject only to a reasonable duty of care and does not guarantee uninterrupted or error-free service.
The Company shall not be liable for damages resulting from:
improper use by the User;
failure of third-party services or equipment (including payment gateways, logistics services, etc.);
force majeure;
the User’s breach of these Terms.
In any event, the Company’s maximum liability to the User is limited to the total amount of fees paid by the User during the twelve (12) months preceding the triggering event. If the Platform is used free of charge, no liability shall be incurred.
The Company shall not be liable for lost profits, goodwill, data, or any indirect damages.
This clause does not exclude or limit the Company’s liability in cases of gross negligence, fraud or bodily injury.
Article 6. Fees and Payment
The User must pay the fees in accordance with the rates published by the Company.
Fees paid are non-refundable, unless otherwise required by mandatory law or agreed in writing.
The Company may adjust its rates subject to reasonable prior notice. Continued use of the Platform constitutes acceptance of the new rates.
Article 7. Data Protection and Confidentiality
Applicable law: The Company, as data controller, complies with the General Data Protection Regulation (GDPR – Regulation (EU) 2016/679) and the Luxembourg law of 1 August 2018 on the protection of individuals with regard to the processing of personal data.
User data: The User retains full ownership of the data uploaded. The Company processes such data solely for contractual performance, legal obligations and service security.
Legal basis: Processing is based on Article 6 of the GDPR (contract performance, legal obligation, legitimate interest).
Data subject rights: data subjects have the rights granted under the GDPR (access, rectification, erasure, restriction, portability, complaint).
International transfers: in the event of transfer outside the EU/EEA, the Company will apply the safeguards required by the GDPR, including the European Commission’s standard contractual clauses.
Data retention: data will be deleted or anonymized within a reasonable period after account termination, unless legally required to be retained.
Article 8. Intellectual Property
The Platform and all its components (software, code, interface, design, documentation) are the exclusive property of the Company.
The User only benefits from a personal, non-exclusive, non-transferable right of use, limited to its professional needs.
Any suggestion, feedback or recommendation provided by the User may be freely used by the Company without compensation.
Article 9. Term and Termination
These Terms take effect upon the User’s first use of the Platform and remain valid until the account is closed or the Services are discontinued.
The User may stop using the Platform at any time, without refund of fees already paid.
In the event of a breach of the Terms, the Company may immediately suspend or terminate the User’s access.
The Company may discontinue the Services for business reasons, subject to reasonable prior notice.
Article 10. Indemnification
The User shall fully indemnify the Company against any claim, penalty, loss or expense (including legal fees) resulting from a breach of these Terms or applicable law.
Article 11. Governing Law and Jurisdiction
These Terms are governed by Luxembourg law.
Any dispute shall first be settled amicably. Failing that, the competent courts of the Grand Duchy of Luxembourg shall have exclusive jurisdiction.
Article 12. Final Provisions
The Company may amend these Terms at any time, by notification via the Platform or by email. Continued use of the Platform after amendment constitutes acceptance.
If any provision is found invalid, the remaining provisions shall remain fully applicable.
These Terms are available in several languages. In case of discrepancy, the French version shall prevail.
By registering, accessing or using the Platform, the User acknowledges having read, understood and accepted these Terms, which have contractual force.