GENERAL TERMS AND CONDITIONS OF SALE AND USE OF THE VINOTAG APPLICATION

PREAMBLE

The mobile application Vinotag (“VINOTAG”) is a digital wine cellar management service provided remotely by FRIO ENTREPRISE, a simplified joint-stock company with share capital of €753,264.60, whose registered office is located at ZI SUD, 143 Boulevard Pierre Lefaucheux, 72230 Arnage (France), registered with the Le Mans Trade and Companies Register under unique identification number 524 177 508, intra-community VAT number FR61524177508, reachable by phone at +33 2 43 21 69 80 and by email at info.vinotag@groupefrio.com (“FRIO”). VINOTAG is primarily intended for adult consumers, within the meaning of the French Consumer Code, who own certain models of wine cellars marketed by FRIO (the “Users”). In this respect, the protective provisions of the French Consumer Code apply in full only to consumer users; professional users remain subject to the same Terms and Conditions of Sale but without benefiting from all the specific rights granted to consumers. The Application notably allows Users to:
  • create and manage a wine cellar inventory (storage layouts, bottle records);
  • use a wine label recognition module based on a partnership with the company Vivino: the user takes a photo of the label, the image is transmitted to Vivino, and VINOTAG then displays the oenological information received from Vivino;
  • optionally access a generative AI service (based on Gemini technology) providing advice on wines, cellar management, wine storage, and food and wine pairings.
Access to all these services is provided exclusively via a mobile application downloadable from the App Store and Google Play, with contracts concluded remotely between FRIO and the Users.

1. PURPOSE

The purpose of these Terms and Conditions of Sale is to:
  • define the rights and obligations of FRIO and the user when using VINOTAG, purchasing Vivino Scan Packs, and subscribing to the AI service;
  • inform the user of their consumer rights: pre-contractual information, right of withdrawal, legal guarantees, mediation, and liability.
Any information relating to the processing of personal data is set out in the personal data protection policy, which forms an integral part of these Terms and Conditions of Sale.

2. SCOPE OF APPLICATION OF THE TERMS AND CONDITIONS OF SALE

2.1 Application of the Terms and Conditions of Sale

These general terms and conditions of sale and use (the “Terms and Conditions of Sale”) apply to contracts concluded remotely between FRIO and any User and are intended to define the rights and obligations of the parties in connection with the provision of digital services and digital content via VINOTAG, within the meaning of Articles L. 224-25-1 et seq. of the French Consumer Code.

2.2 Services concerned

The Terms and Conditions of Sale apply to:
  • the free use of VINOTAG (creation and management of a wine cellar, interface with the FRIO wine cellar, other free features);
  • the purchase of wine label scan packs offered by the company Vivino (“Vivino Scan Packs”), as part of in-app purchases;
  • the subscription, management, and use of the optional subscription to the generative AI tool (the “AI Service”).

2.3 Users

These terms are reserved for users who are natural persons, of legal age, acting as consumers, that is, for their personal and/or professional needs.

2.4 Acceptance of the Terms and Conditions of Sale

Registration with VINOTAG and/or any purchase of Vivino Scan Packs or subscription to the AI Service implies full and unconditional acceptance of the Terms and Conditions of Sale, which are made available to the User in a clear and comprehensible manner before the conclusion of the contracts. The User acknowledges having read and accepted the Terms and Conditions of Sale before validating their registration with VINOTAG and any additional purchases or subscriptions.

3. DESCRIPTION OF THE SERVICES

3.1 VINOTAG – Basic Service

Features: VINOTAG notably allows Users to:
  • create a user account associated with one or more eligible FRIO wine cellars;
  • manage an inventory of bottles (creating bottle records, positioning in the cellar, stock tracking);
  • view basic information relating to wines entered manually by the User;
  • use the application, including without using the camera (manual bottle entry);
  • receive recommendations regarding placement according to the type of wine to be stored;
  • for certain wine cellars equipped with Wi-Fi, remotely control temperature, lighting, and, where applicable, alarms.
Compatibility / interoperability: VINOTAG requires (i) a compatible mobile device, (ii) an active and stable Internet connection, and (iii) installation of the recommended operating system and VINOTAG updates. The minimum compatible iOS/Android versions, as well as any restrictions (device models, countries, carriers, camera access, system permissions), are indicated on the store download pages, which the User is invited to consult before any installation, and, where applicable, in VINOTAG. Certain features (in particular Vivino Scan and the AI Service) may be affected by connection quality, device performance, lighting, and image quality. In this respect, the use of a 2.4 GHz connection and a broadband network is strongly recommended. FRIO does not guarantee compatibility with modified devices (root/jailbreak), emulators, beta OS versions, or unsupported environments.

3.2 Vivino Module – Vivino Scan Packs

3.2.1 General operation

VINOTAG offers a wine label recognition module which, through a partnership with the company Vivino, displays oenological information (wine name, vintage, grape varieties, country, ratings, etc.) based on a photo of the label taken by the User. When creating their account or registering an eligible FRIO wine cellar, the User benefits from a specified number of free scans (for example 50 or 1000 depending on the cellar model), communicated in the interface and in the pre-contractual information. Once these free scans have been used up, the User may purchase additional Vivino Scan Packs (for example 200, 400, or 1000 scans) on VINOTAG via Apple Pay or Google Pay. Each Vivino Scan Pack entitles the User to a specified number of scans usable for the lifetime of their account and as long as the partnership between FRIO and Vivino is maintained. In the event of the permanent discontinuation of the Vivino service or of the scan feature within VINOTAG, FRIO will inform the User and, where appropriate, offer either an equivalent feature or appropriate compensation (for example, a pro rata refund or a credit note), in accordance with the applicable rules. A Vivino Scan is consumed as soon as the request is sent to Vivino, including in the event of failure due to image quality, an unrecognized label, temporary unavailability of third-party services, or connection interruption.

3.2.2 Digital services and third-party content

The information returned after a Vivino Scan comes from the Vivino database, of which FRIO is neither the owner nor responsible. FRIO does not guarantee that every wine/label will be recognized, nor the completeness, accuracy, or permanent availability of Vivino information, and cannot be held liable for any error, omission, or unavailability attributable to the services provided by Vivino or its data. FRIO remains bound by the legal obligations applicable to VINOTAG as a digital service and will use reasonable means to correct malfunctions affecting the technical integration of the Vivino Module where such malfunctions are attributable to it.

3.3 AI Service – Generative AI Service

3.3.1 Purpose of the AI Service

VINOTAG offers an optional service based on a generative artificial intelligence system (the “AI Service”), provided by means of third-party technology such as a general-purpose AI model (including Gemini). The User is expressly informed that they are interacting with an artificial intelligence system and that the responses provided are generated automatically by algorithms, without systematic validation by a human expert. The AI Service provides informational and assistance content relating in particular:
  • to wine selection;
  • to wine cellar management;
  • to wine storage;
  • to food and wine pairings.
The AI Service does not constitute a professional personalized advisory service. Responses generated by the AI Service:
  • are based on statistical and probabilistic models;
  • may contain errors, approximations, omissions, or inappropriate content;
  • may reflect biases present in the model’s training data;
  • are not necessarily up to date at the time of the request.
As indicated in the personal data protection policy, the data transmitted to the AI Service may be processed by third-party service providers, who may use such data for their own purposes in accordance with their privacy policies. FRIO does not guarantee the accuracy, completeness, or suitability of the responses to the User’s particular situation. The AI Service must not be used as the exclusive basis for important decisions, particularly regarding:
  • health;
  • safety;
  • alcohol consumption;
  • legal, tax, or financial situations.
The User remains solely responsible for the use they make of the generated responses. The AI Service must not be used to:
  • generate unlawful, defamatory, discriminatory, or public order-offending content;
  • circumvent regulations applicable to alcohol;
  • produce advice falling within regulated activities.
FRIO may apply reasonable usage limitations (including a number of requests, technical restrictions, or security measures) in order to ensure the stability, security, and compliance of the Service. FRIO undertakes to:
  • use the AI system in accordance with the documentation provided by its service provider;
  • implement an appropriate level of human oversight proportionate to the nature of the service;
  • adapt the AI Service in the event of changes in applicable regulations.
The AI Service does not carry out any automated decision-making producing legal effects with regard to the User.

3.3.2 Subscription terms

The AI Service is offered:
  • with, depending on the case, a free trial period (for example one month);
  • then in the form of a paid monthly subscription (for example €1.99) or annual subscription (for example €19.99).
The AI Service is subscribed to through in-app purchases on VINOTAG using Apple Pay or Google Pay, which manage directly with the User:
  • billing;
  • automatic renewal;
  • cancellation, in accordance with their own rules.

4. CONDITIONS OF ACCESS TO VINOTAG AND USER ACCOUNT

4.1 Age and public health conditions

Given VINOTAG’s direct connection with alcoholic beverages, VINOTAG is strictly reserved for persons of legal age (18 years old or over) at the time of account creation. When creating an account, the User must indicate their date of birth and confirm that they are at least 18 years old. FRIO reserves the right to request any supporting document in case of serious doubt and to suspend or terminate any account that appears to be clearly held by a minor. VINOTAG is not intended to promote alcohol consumption but to assist in managing an existing wine cellar and to provide information and advice of an oenological nature. The User undertakes to comply with the legislation in force regarding alcohol, in particular the prohibition on supplying alcoholic beverages to minors, and to adopt moderate and responsible consumption.

4.2 Account creation

To use VINOTAG, the User must create a personal account by providing:
  • last name, first name;
  • date of birth (to verify legal age);
  • department or geographical area;
  • email address;
  • technical identifiers specific to the User’s FRIO wine cellar (Firebase ID, for example);
  • where applicable, a photo of the identification plate of the User’s FRIO wine cellar.
This information is necessary for the provision of our services and is processed in accordance with the personal data protection policy.

4.3 Credentials and security

The User is responsible for the confidentiality of their credentials (password, access codes) and for any use of their account. They undertake to inform FRIO without delay of any unauthorized use of their account.

4.4 Suspension in the event of risk or fraud

FRIO may temporarily suspend access to the User’s account, in whole or in part, without compensation, in the event of:
  • reasonable suspicion of fraud, identity theft, or unauthorized use of the account;
  • an attack or attempted attack on the security of VINOTAG;
  • manifestly abusive or abnormal use of VINOTAG (in particular automated use, circumvention of technical limitations, attempted unauthorized access to systems);
  • breach of the Terms and Conditions of Sale.
The suspension may take place as a precautionary measure for the time necessary to carry out the required checks. Except in urgent cases or where there is a risk to system security, FRIO will inform the User by any appropriate means (in particular by email) of the reasons for the suspension and will allow them to submit their observations within a reasonable period. Where checks establish the absence of any breach, access will be restored as soon as possible. This suspension is without prejudice to the legal guarantees enjoyed by the User as a consumer.

4.5 Termination for breach

In the event of a serious or repeated breach of the Terms and Conditions of Sale and after formal notice remaining ineffective for a period of thirty (30) days, FRIO may terminate the contract as of right. The following notably constitute serious breaches:
  • any attempt at hacking or fraudulent access;
  • substantial or repeated extraction of data (scraping);
  • resale or unauthorized provision of the services;
  • circumvention of technical limitations;
  • infringement of FRIO’s or its partners’ intellectual property rights.
Termination results in the automatic and immediate deactivation of the account. Amounts already paid remain acquired for the current period, without prejudice to the User’s legal rights.

5. PRE-CONTRACTUAL INFORMATION

5.1 Content of the information due to the User

Before any contract is concluded (registration with VINOTAG, purchase of Vivino Scan Packs, subscription to the AI Service), FRIO provides the User, in a clear and comprehensible manner, with the information provided for in Articles L. 111-1, L. 111-2, and L. 221-5 of the French Consumer Code, in particular:
  • the essential characteristics of the services offered (wine cellar management, Vivino Scan Packs, AI Service), including, for digital services, their functionalities, compatibility and interoperability, as well as any software installation restrictions;
  • the price or the method of calculating the price, including for the AI Service and the Vivino Scan Packs, in application of Articles L. 112-1 to L. 112-4;
  • the date or time period for the provision of the services (immediate availability of VINOTAG and Vivino Scan Packs, activation of the AI Service upon subscription);
  • FRIO’s full identity and contact details;
  • where applicable, the existence of a right of withdrawal, its conditions, time limits, and procedures, as well as the standard withdrawal form;
  • where the right of withdrawal cannot be exercised (in particular for certain digital services provided immediately), clear information stating that the user does not benefit from this right or the circumstances in which it is lost;
  • the applicable legal guarantees and, where applicable, commercial guarantees and after-sales service;
  • the existence of a consumer mediation mechanism;
  • the possible application of a personalized price based on automated processing, if such a practice is implemented.
This information is made available to the User in a clear and comprehensible manner before any contract is concluded. It is also accessible at any time from VINOTAG and/or the website www.vinotag-app.com.

5.2 Means of communication

The User acknowledges that where the communication technology used imposes space or time limitations (mobile interface, restricted screens), only the essential information may be presented directly, the remainder being made accessible through a clear and direct link, in accordance with Article L. 221-12 of the French Consumer Code and the case law of the Court of Justice of the European Union and the administrative courts. Consequently, some of the information is available on the App Store or Google Play, within the limits of the technical constraints specific to those platforms. In any event, all of the information is communicated:
  • via an easily accessible hyperlink on the homepage of VINOTAG and of the website www.vinotag-app.com;
  • via an easily accessible hyperlink on each user account;
  • on a durable medium (confirmation email, downloadable PDF, or equivalent) so that the User may retain it.

6. PRICES AND PAYMENT TERMS

6.1 Price of the services

The prices applicable to Vivino Scan Packs and the AI Service are indicated in the currency of the country concerned, all taxes included, in the VINOTAG interface. FRIO reserves the right to modify prices at any time. However, such modifications will apply only to purchases and renewals made after those modifications.

6.2 Payment via Apple Pay and Google Pay

FRIO is indeed the provider of the VINOTAG digital services (basic service, Vivino Scan Packs, AI Service). However, purchases of Vivino Scan Packs and subscriptions to the AI Service are made via Apple Pay and Google Pay, which themselves handle collection and payment management. FRIO does not collect or retain any of the User’s banking data; such data is processed by Apple or Google, in accordance with their terms and conditions. We invite you to read those terms and conditions in order to be informed of the procedures and conditions specific to those platforms (account management, payment methods, billing, cancellation procedures and, where applicable, refund mechanisms).

7. PROVISION OF DIGITAL SERVICES

7.1 Availability of the services

Except in the event of a technical incident:
  • access to VINOTAG is provided immediately after installation and account creation by the User;
  • Vivino Scan Packs are credited to the User’s account and are usable immediately after confirmation of the in-app purchase;
  • the AI Service is activated immediately upon subscription (or at the end of the free trial period, as applicable) and renews automatically according to the chosen periodicity, unless cancelled.

7.2 Quality, availability and updates

FRIO endeavors to ensure a reasonable level of availability of VINOTAG and the associated services, subject to maintenance operations, technical contingencies, and interruptions necessary for their proper functioning. In accordance with Articles L. 224-25-24 to L. 224-25-26 of the French Consumer Code, FRIO provides, at no additional cost to the User, the updates, including security updates, necessary to maintain the conformity of the digital services, for:
  • the entire duration of the AI Service for that service;
  • a period during which the User may reasonably expect to receive such updates for the other VINOTAG features, taking into account the nature of the services and the circumstances of the contract.
The User is informed, in a clear and comprehensible manner, of the proposed updates, their purpose (security, improvement, bug fixes, new features), and the possible consequences of refusing or delaying installation. Where the User refuses or delays installing an update necessary to maintain the conformity of the service, FRIO cannot be held liable for any lack of conformity resulting from such refusal or delay. FRIO may, for technical, security, or service development reasons, make changes to VINOTAG’s features. Where such changes significantly affect access to or use of an essential feature, the User is informed in due time and has, where appropriate, the remedies provided for by the legal guarantee of conformity (bringing into conformity, price reduction, or termination of the contract).

8. RIGHT OF WITHDRAWAL

8.1 General principle

As this is a distance contract, the User has a period of fourteen (14) days in which to withdraw, without having to give reasons for their decision, from the conclusion of the service contract or the making available of the digital content, in accordance with Article L. 221-18 of the French Consumer Code.

8.2 Vivino Scan Packs

Vivino Scan Packs constitute digital content or services supplied immediately after purchase and consumable progressively as scans are used. In accordance with Article L. 221-28 of the French Consumer Code, the right of withdrawal can no longer be exercised in connection with:
  • digital content not supplied on a tangible medium, the performance of which has begun after the User’s prior express consent and express waiver of their right of withdrawal;
  • services fully performed before the end of the withdrawal period, where performance began with the User’s consent and their express waiver.
In practice, before confirming the purchase of Vivino Scan Packs, the User is informed that the Vivino Scan Packs are supplied immediately after validation of the purchase. Therefore, by clicking on the purchase confirmation button, the User requests the immediate performance of the digital content and thereby expressly waives their right of withdrawal, in accordance with Article L. 221-28 of the French Consumer Code.

8.3 AI Service

The AI Service is a digital service supplied on a continuous basis, with automatic renewal. In accordance with Articles L. 221-18 and L. 221-28 of the French Consumer Code:
  • the User has a period of fourteen (14) days from the conclusion of the contract to withdraw;
  • if the User requests the immediate performance of the AI Service before the end of the withdrawal period, they may exercise their right of withdrawal but may be required to pay an amount proportionate to the service provided until communication of their decision, under the conditions of Article L. 221-25;
  • if the service is fully performed before the end of the period with their prior express consent and waiver of their right of withdrawal, that right is lost.
The exercise of the right of withdrawal is carried out directly via the functionalities provided by Apple or Google.

8.4 Exercising the right of withdrawal

Where the right of withdrawal is available, the User may:
  • use the standard withdrawal form provided;
  • make any other unambiguous statement expressing their wish to withdraw.
FRIO will reimburse the User within fourteen (14) days from receipt of the request, using the same means of payment as that used for the initial transaction, unless otherwise agreed.

9. LEGAL GUARANTEES

9.1 Legal guarantee of conformity (digital content and digital services)

The legal guarantees apply independently of any commercial guarantee that may be granted by FRIO. No clause in the Terms and Conditions of Sale may have the effect of reducing or excluding these legal guarantees. For the digital content and digital services supplied by VINOTAG (including the AI Service and Vivino Scan Packs), FRIO is required to:
  • provide a service that conforms to its contractual commitment and the pre-contractual description;
  • maintain this conformity for the duration of supply (for the subscription) or for a period of two (2) years from supply (for one-off services) in accordance with Article L. 224-25-12 et seq. of the French Consumer Code.
In the event of a lack of conformity, the User may request, free of charge:
  • that the service be brought into conformity within a reasonable time and without major inconvenience;
  • failing that, a price reduction or termination of the contract in the cases provided for by Article L. 224-25-20 (refusal to bring into conformity, unjustified delay, persistent defect, particularly serious defect).
In the event of termination, the User must stop using the service and, where applicable, return any tangible medium; the professional must reimburse the amounts due within fourteen (14) days. The specific rules relating to the management of content and data in the event of termination (right to recover supplied content, prohibition for the professional to use it except in certain cases) are applied in accordance with Articles L. 224-25-22 and L. 221-26-1 of the French Consumer Code.

9.2 Guarantee against hidden defects

Independently of the legal guarantee of conformity, the User benefits from the guarantee against hidden defects provided for by Articles 1641 to 1649 of the French Civil Code.

10. LIABILITY

10.1 FRIO’s liability

FRIO is liable vis-à-vis the User for the proper performance of the obligations arising from the Terms and Conditions of Sale and for the conformity of the digital content and digital services supplied through VINOTAG. FRIO’s liability may neither be limited nor excluded with regard to:
  • the legal guarantees of conformity and hidden defects;
  • damage resulting from FRIO’s gross negligence or wilful misconduct;
  • personal injury caused by FRIO’s negligence.
Subject to the mandatory provisions above, FRIO’s liability may only be incurred in the event of proven fault directly attributable to it and does not cover indirect damage, loss of opportunity, loss of image, or moral damage, unrelated to a lack of conformity of the services. FRIO cannot be held liable for malfunctions attributable to (i) telecommunications networks, (ii) the User’s device or software environment, (iii) third-party services (stores, Vivino, AI provider), except where the failure results from a defect in the technical integration into VINOTAG attributable to FRIO.

10.2 Third-party services and content (Vivino, AI, platforms)

  • The oenological information from Vivino is supplied under the sole responsibility of the company Vivino. FRIO cannot guarantee the accuracy, completeness, or availability of such data. However, FRIO remains responsible for the overall conformity of the VINOTAG service and will implement reasonable measures to remedy, within a reasonable period, any malfunction significantly affecting the scan functionality integrated into VINOTAG.
  • The responses generated by the AI (Gemini) are provided “as is” and may contain inaccuracies or inappropriate content. They do not constitute medical or nutritional advice, legal or tax advice, investment recommendations, or an encouragement to consume alcohol. The User remains exclusively responsible for the use they make of these responses. FRIO is not responsible for the User’s personal decisions based on these responses, subject to the legal obligations relating to service conformity.
  • Purchases, billings, and renewals made via Apple Pay and Google Pay are subject to the conditions specific to those platforms. In the event of a malfunction exclusively attributable to their operation (payment failure, double billing, etc.), the User must first contact Apple or Google support.

10.3 Use of the application and of the advice provided

The User remains solely responsible for:
  • the use they make of VINOTAG, the information provided by Vivino, and the advice from the AI Service;
  • compliance with the regulations applicable to alcohol consumption and public health;
  • any personal decision (consumption, driving, health) made on the basis of this information.
FRIO cannot be held liable for any loss of opportunity, loss of data, moral prejudice, etc., nor for damage resulting from improper use of VINOTAG or breach of the Terms and Conditions of Sale.

11. PROTECTION OF MINORS AND PUBLIC HEALTH

VINOTAG is in no way intended to promote alcohol consumption, but solely to assist in the management of an existing wine cellar and to provide information of an oenological nature. The User undertakes not to use VINOTAG to encourage minors to consume alcohol and to comply with public health recommendations (moderate consumption, prohibition on drinking and driving, etc.).

12. PERSONAL DATA

The full terms governing the processing of the User’s personal data (user account, histories, AI prompts, technical data, etc.) are detailed in the personal data protection policy, which forms an integral part of these Terms. The User undertakes not to enter, in the AI Service, sensitive data within the meaning of the Regulations (in particular data relating to health, political opinions, religious or philosophical beliefs, sexual orientation) or personal data concerning identifiable third parties, unless this is strictly necessary for the use of the Service and carried out in accordance with the Regulations.

13. CUSTOMER SERVICE – CO-BROWSING AND ASSISTANCE

VINOTAG offers an assistance service, which may use a co-browsing tool allowing, with the User’s explicit consent:
  • temporary viewing of their screen;
  • use of the device camera, without audio capture,
for the time necessary for support.

14. INTELLECTUAL PROPERTY

VINOTAG and its content (texts, graphics, logos, interfaces, databases, etc.) are protected by intellectual property law and remain the exclusive property of FRIO or its partners. The User is prohibited from any unauthorized reproduction, representation, adaptation, or substantial extraction of VINOTAG and/or its content. The User remains the holder of any rights they may have in the content they enter into VINOTAG (in particular meal descriptions, comments, texts, etc.). They grant FRIO, for the duration of their use of VINOTAG and worldwide, a non-exclusive license allowing it to use such content solely for the purposes of providing and improving VINOTAG services, including the AI Service. The responses generated by the AI Service may be freely viewed and used by the User for their needs, in compliance with the Terms and Conditions of Sale. However, the User is prohibited from any use contrary to the law, third-party rights, or public order. Due to the very functioning of artificial intelligence models, FRIO cannot guarantee that generated content will never infringe third-party intellectual property rights. The User is invited to exercise caution before any external reuse of generated content (publication, reproduction, communication to the public, etc.).

15. CONSUMER MEDIATION

In the event of a dispute, the User must first contact FRIO customer service by sending an email to info.vinotag@frioentreprise.com. If the dispute is not resolved, the User may make free use of the consumer mediator to which FRIO has subscribed: In accordance with Articles L. 612-1 et seq. of the French Consumer Code, the mediator may only be referred to after failure of an attempt at direct amicable resolution with FRIO.

16. APPLICABLE LAW AND COMPETENT JURISDICTION

The Terms and Conditions of Sale are governed by French law. In the event of a dispute, and failing an amicable agreement or mediation, the competent French courts shall have exclusive jurisdiction, without prejudice to any more favorable mandatory provisions that may apply to the User.