Webform Terms of Use

A. LANGE & SÖHNE WEBFORM TERMS OF USE

Last updated: November 2019

1. ABOUT THESE TERMS OF USE

The A. Lange & Söhne webform (hereinafter referred to as “A. Lange & Söhne Webform”) is a tool developed by Lange Uhren GmbH which enables authorized retailers as well as external boutiques of A. Lange & Söhne to collect customer-related data.

Authorized Dealer (as defined in section 3 below) is interested in accessing and using the A. Lange & Söhne Webform and agrees to comply at all times with the following terms and conditions (the "Terms of Use").

Please read these Terms of Use carefully before using the A. Lange & Söhne Webform. By using the A. Lange & Söhne Webform, Authorized Dealer signifies its assent and agreement to these Terms of Use. Authorized Dealer represents and warrants that any user accepting these Terms of Use is authorized to do so on behalf of Authorized Dealer. If Authorized Dealer does not agree to these Terms of Use, then it is not authorized to continue use of the A. Lange & Söhne Webform.

For the avoidance of doubt, provision of the A. Lange & Söhne Webform to the relevant Authorized Dealer is made by the relevant entity with which Authorized Dealer has concluded the most current authorized retailer agreement (the "Authorized Dealer Agreement") or boutique agreement (the "Boutique Agreement") (hereinafter referred to as “ALS Affiliate”, “we”, “us” or “our”) and such ALS Affiliate shall be entity shall be entitled to enforce these Terms of Use. To the extent that there is any inconsistency between (i) the provisions of the Authorized Dealer Agreement or the Boutique Agreement and (ii) these Terms of Use, the provisions of the Authorized Dealer Agreement or Boutique Agreement (as applicable) shall prevail.

2. UPDATES TO THESE TERMS OF USE

We may make changes from time to time to these Terms of Use. The latest version of these Terms of Use will always be available on the A. Lange & Söhne Webform. Any new version of these Terms of Use shall take effect and will govern the use of the A. Lange & Söhne Webform and Authorized Dealer’s relationship with us immediately upon the date of posting. By continuing to use the A. Lange & Söhne Webform, Authorized Dealer agrees to be bound by the terms of these updates and amendments.

3. GENERAL

a. Access to the A. Lange & Söhne Webform is strictly limited to ALS Affiliate’s current authorized retailers and external ALS Affiliate boutiques (referred together as "Authorized Dealer") which have signed the ALS Affiliate’s Authorized Dealer Agreement or the ALS Affiliate’s Boutique Agreement and their authorized employees.

b. Authorized Dealer agrees to comply with any subsequent instructions relating to the access and/or use of the A. Lange & Söhne Webform as may be issued by ALS Affiliate from time to time. ALS Affiliate may also decide that the use of all or part of the A. Lange & Söhne Webform's functionality is mandatory. In this event, ALS Affiliate will inform Authorized Dealer in advance by way of a posting on the A. Lange & Söhne Webform.

4. ACCESS AND USE

a. Access: Authorized Dealer hereby agrees and confirms that it will only request the A. Lange & Söhne Webform access profiles from ALS Affiliate for its own current employees, to the exclusion of any other person:

(i) Individual account profiles are created in the form of individual usernames and passwords for each authorized employee and transmitted to Authorized Dealer by their local administrator, on behalf of ALS Affiliate, thereby allowing access to and use of the A. Lange & Söhne Webform. All account profiles are strictly personal to the current authorized employees of Authorized Dealer and may not be shared with/disclosed to any other party. Access to the A. Lange & Söhne Webform shall always occur from the authorized retail premises of the Authorized Dealer. Authorized Dealer represents and warrants that any user who accepts these Terms of Use is authorized to do so on behalf of Authorized Dealer;

(ii) Authorized Dealer shall be fully liable for any operation, misuse, manipulation or any other act or omission performed under its account profiles, including any unauthorized act undertaken by one of its officers, directors, employees, agents (whether current or past) or any other third party who gains access to the A. Lange & Söhne Webform through use of the Authorized Dealer’s account profiles;

(iii) Notwithstanding section 4.a (i) above, Authorized Dealer further agrees to:

-- notify the local ALS Affiliate administrator responsible for managing Authorized Dealer’s account profile immediately in the event that it suspects and/or becomes aware of any unauthorized use of the Authorized Dealer's account profile, including security breaches of whatever nature (for example stolen account profile, circumvention or hacking);

-- notify ALS Affiliate prior to the termination of employment of any authorized employee’s employment with Authorized Dealer so that ALS Affiliate can suspend said authorized employee’s access to the A. Lange & Söhne Webform prior to such termination. Authorized Dealer shall comply with any instructions from ALS Affiliate in order to facilitate this process;

-- ensure that all Customer Data and Data (as such terms are defined in sections 5 and 6 below) entered into the A. Lange & Söhne Webform by Authorized Dealer are correct, truthful and complete and ensure that such Customer Data and Data is kept updated by Authorized Dealer;

-- ensure that Authorized Dealer’s access to the A. Lange & Söhne Webform is always provided using computer systems, hardware and software that have technical tools and related staff operational procedures (including training and awareness) that ensure that the Data and Customer Data are kept secure from unauthorized access, disclosure, loss or damage; and

-- ensure that access to its computer terminals or mobile devices is restricted to its authorized employees and that each of Authorized Dealer's employees’ logs out correctly at the end of each session from the A. Lange & Söhne Webform.

(b) Access suspension/termination: In the event that ALS Affiliate reasonably believes, at its entire discretion, that the Authorized Dealer and/or any of its employees did not comply and/or acted inconsistently with these Terms of Use and/or did not comply with the provisions of any agreement entered into between (i) ALS Affiliate and/or any other affiliate of the Richemont group and (ii) Authorized Dealer, and/or have violated ALS Affiliate's rights and/or the rights of any other affiliate of the ALS Affiliate, ALS Affiliate shall be entitled to suspend and/or cancel all or part of Authorized Dealer's access to the A. Lange & Söhne Webform immediately. Moreover, upon termination of Authorized Dealer’s business relationship with ALS Affiliate for any reason whatsoever, ALS Affiliate will cancel Authorized Dealer's access to the A. Lange & Söhne Webform forthwith. Termination of Authorized Dealer’s right to use the A. Lange & Söhne Webform for any reason whatsoever by ALS Affiliate shall not give rise to any right of indemnity of whatever nature to Authorized Dealer.

(c) Use and functionalities: The A. Lange & Söhne Webform currently allows for the collection of relevant Customer Data and Data as part of any applications for and/or purchase of a watch.

5. USE OF AUTHORIZES DEALER'S PERSONAL DATA

(a) Authorized Dealer and its employees using the A. Lange & Söhne Webform hereby expressly consent to the collection by ALS Affiliate of personal information and server log data (“Data”) relating to their use of the A. Lange & Söhne Webform, such Data being automatically provided to ALS Affiliate through tracking software (including cookies) when connecting to the A. Lange & Söhne Webform and upon registration for use of the system.

(b) ALS Affiliate uses this Data, in particular, to improve the A. Lange & Söhne Webform and services and to fulfil any requests from Authorized Dealer and/or to respond to any questions or comments they may choose to submit.

(c) ALS Affiliate also uses this Data to survey use of the A. Lange & Söhne Webform and prevent any possible abusive use of the A. Lange & Söhne Webform.

(d) Authorized Dealer is responsible for informing its employees of any collection of their personal data by ALS Affiliate and where required by applicable laws, obtaining their consent to such collection and use. Authorized Dealer further agrees to defend, hold harmless and fully indemnify ALS Affiliate, its affiliates and their personnel, agents and officers against any damages and reasonable associated costs arising out of or in connection with any fines and/or penalties imposed by courts or regulators as a result of any data breaches in respect of the Data;

(e) ALS Affiliate will take reasonable steps to store such Data securely although it will be made accessible for joint use by affiliates of the ALS Affiliate and to any service providers engaged to process the Data on behalf of ALS Affiliate. Save as otherwise specified in these Terms of Use, ALS Affiliate does not otherwise share or disclose any such Data with third parties unless such disclosure is required by law or by a court/administrative decision.

6. COLLECTION OF CUSTOMER DATA

This section applies to Authorized Dealers who share Customer Data (as defined below) with ALS Affiliate. In such cases, the Customer Data shall have two independent data controllers, namely the Authorized Dealer and Lange Uhren GmbH.

(a) Authorized Dealer shall comply at all times with all applicable laws and/or regulations governing collection and processing of client data, including applicable data protection and privacy laws. “Customer Data” referred to in this section includes, but is not limited to, full name, email address, telephone number, postal address, social media handles, date of birth, age and nationality of a client, purchase details and marketing preferences and other personal information that the client has voluntarily provided.

(b) Authorized Dealer shall implement appropriate technical and organisational measures to protect the Customer Data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure. Authorized Dealer shall control access to Customer Data to ensure that only those employees who need access to such data are provided with access.

(c) Authorized Dealer is responsible for informing its customers of any collection or sharing of the Customer Data by or with ALS Affiliate and where required by applicable laws, obtain their consent thereto. Authorized Dealer shall follow any processes specified by ALS Affiliate in relation to collection of such Customer Data. ALS Affiliate shall, where permissible by applicable law, be entitled to use the Customer Data for its own marketing and customer survey and administration purposes and to share the Customer Data on a worldwide basis with affiliated entities or service providers processing the Customer Data on behalf of ALS Affiliate or any affiliated entities. Authorized Dealer further agrees to defend, hold harmless and fully indemnify ALS Affiliate, its affiliates and their personnel, agents and officers against any damages and reasonable associated costs arising out of or in connection with any fines and/or penalties imposed by courts or regulators as a result of any data breaches in respect of the Customer Data;

(d) Where applicable, Authorized Dealer and ALS Affiliate shall also comply with their respective obligations under Article 28 of the European Commission Data Protection Regulation (or equivalent provision under any similar law) which is incorporated into these Terms of Use by reference.

(e) Authorized Dealer and ALS Affiliate undertake to fully cooperate with each other so as to comply with client requests for disclosure, amendment, deletion and/or suspension of the relevant Customer Data or in compliance with a court or administrative order.

7. CONFIDENTIALITY

(a) Authorized Dealer represents and guarantees that it will not disclose to any third party or use for its own purposes or purposes of others, other than as set out herein, either during or following termination of its access to the A. Lange & Söhne Webform, any information or documents relating to the A. Lange & Söhne Webform. It is understood, that this obligation applies to any technical, business, product, strategic, client, advertising, financial, legal or other information of any nature whatsoever.

(b) No material, document, or any part thereof related to the A. Lange & Söhne Webform may be reproduced, duplicated, republished, posted, copied, transmitted, re-engineered by any means of whatsoever nature, or used, shared or distributed to third parties in any way whatsoever other than as stipulated herein.

(c) Articles 7.a and 7.b shall not apply to information that is: (i) available to the public other than by a breach of these Terms of Use; (ii) rightfully received from a third party not in breach of an obligation of confidentiality; (iii) independently developed by the Authorized Dealer without access to confidential information as evidenced by the Authorized Dealer's written records; (iv) known to the Authorized Dealer prior to the time of disclosure as evidenced by Authorized Dealer's pre-disclosure written records; or (v) produced in compliance with applicable law or a court order, provided ALS Affiliate is given reasonable notice of such law order and an opportunity to attempt to preclude or limit such production.

(d) All computer readable files, including all accessory documents such as, but not limited to circular letters, specific instructions accessible from the A. Lange & Söhne Webform or forwarded to Authorized Dealer and/or its employees in whatever form are and remain the property of ALS Affiliate and/or its affiliated companies at all times and, as such, are protected by international and national copyright legislation.

(e) In the event that Authorized Dealer’s right to access and use the A. Lange & Söhne Webform is terminated, any documentation, data reflecting any confidential information, including any documents which the Authorized Dealer obtained through the A. Lange & Söhne Webform, in any form whatsoever, shall be promptly destroyed and any computer readable copies deleted from the Authorized Dealer's computer system. Authorized Dealer shall provide written confirmation that the deletion of such information has been effected upon request from ALS Affiliate.

8. LIABILITY

(a) This section applies only to the A. Lange & Söhne Webform and Authorized Dealer’s use thereof and not to the products that may be sold to Authorized Dealer.

(b) Authorized Dealer shall be liable for any act or omission in violation of the present Terms of Use performed by its officers, directors, employees, and/or any other third party to whom Authorized Dealer granted access in violation of the present Terms of Use. Authorized Dealer agrees to fully indemnify, defend and hold ALS Affiliate, its affiliated companies, agents, successors and assigns harmless from and against any loss, cost, damage or expense arising by reason of a breach by Authorized Dealer, or any non-compliance with these Terms of Use by its officers, directors, employees and/or any other third party as aforementioned. The terms of this section shall survive termination of the Authorized Dealer's access to the A. Lange & Söhne Webform.

(d) ALS Affiliate does not warrant that the functional and/or technical aspects of the A. Lange & Söhne Webform will be error free or that the A. Lange & Söhne Webform or the servers that make them available are free of viruses or other harmful components. If use of the A. Lange & Söhne Webform results in the need for servicing or replacing property, material, equipment, data or other element, ALS Affiliate is not responsible for those costs. Without limiting the foregoing, everything on the A. Lange & Söhne Webform is provided "AS IS" AND "AS AVAILABLE" AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, REASONABLE CARE AND SKILL, OR NON-INFRINGEMENT. ALS Affiliate and its suppliers make no warranties about the software, text, downloads, graphics, and links, or about results to be obtained from using the A. Lange & Söhne Webform.

(e) To the fullest extent permitted by applicable law, ALS Affiliate shall not be liable for any indirect, incidental, special or consequential damages of any kind arising out of or in connection with the use of information available from the A. Lange & Söhne Webform or any liability relating to any loss of use, interruption of business, lost profits or lost data, regardless of the form of action, whether in contract, tort (including negligence) or otherwise, even if ALS Affiliate has been advised of the possibility of such damages.

(f) Authorized Dealer shall be liable for any act or omission in violation of the present Terms of Use performed by its officers, directors, employees (whether past or present) and/or any other third party to whom Authorized Dealer granted access in violation of the present Terms of Use. The terms of this section shall survive termination of the Authorized Dealer's access to the A. Lange & Söhne Webform.

9. GENERAL PROVISIONS

(a) If any provision, or part of a provision, of these Terms of Use is found to be illegal, invalid or unenforceable, that provision or part-provision shall be deemed not to form part of these Terms of Use, and the legality, validity or enforceability of the remainder of the provisions of these Terms of Use shall not be affected, unless otherwise required by operation of applicable law.

(b) These Terms of Use constitute the entire agreement between Authorized Dealer and us in relation to the use of the A. Lange & Söhne Webform, and replace and extinguish all prior agreements, draft agreements, arrangements, undertakings, or collateral contracts of any nature made by the parties, whether oral or written, in relation to such subject matter.

(c) The waiver by ALS Affiliate of a breach of any provision of these Terms of Use will not operate to be interpreted as a waiver of any other or subsequent breach.

(d) The provisions of sections 5, 6, 7, 8, 9 and 10 shall survive termination of Authorized Dealer’s access to the A. Lange & Söhne Webform.

10. APPLICABLE LAW AND JURISDICTION

(a) These Terms of Use shall be governed by and construed in accordance with the laws of Switzerland, without reference to conflict of laws provisions. Any dispute, controversy or claim arising out of or in relation to the Terms of Use, including the validity, invalidity, breach or termination thereof, shall be adjudicated or arbitrated in accordance with said Terms of Use.

(b) In the event that any dispute arises out of or in relation to the interpretation, validity and/or application of these Terms of Use, the parties hereto agree to meet in good faith in order to resolve the dispute amicably. Failing amicable resolution within 30 days from the notification of the dispute, the dispute shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce (“the Rules”) in force on the date when the notice of arbitration is submitted in accordance with the Rules. The arbitration will take place in Geneva, Switzerland and the language of the procedure shall be English. The arbitral tribunal will be composed of one (1) arbitrator who will be designated in accordance with the Rules. The arbitration award shall be final and binding upon the parties, the parties renouncing to appeal against the arbitration award by any ordinary or extraordinary means, whatever the subject of the arbitration is.