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Universal Portal Builder Subscription SaaS (“Software as a Service”) Terms of Use
This document sets out the terms of use (“Terms of Use”) of the Platforms and its services made available by ProSuite OOD with a capital of 12,000 euros, identified in the Commercial Register and Society of SOFIA under the number 204 878 015 whose registered office is at 20 Galileo Galiley str. 1113 Sofia (BG) and published by the company ProSuite OOD and aims to govern its use, including all content and all features accessible on the Platform.


The words and phrases defined below have, as part of this Agreement, the following meaning: - Subscription: refers to the right of access to one or more services offered in SaaS on the ProSuite platforms. - Administrator: refers to any natural person (individual) designated as such by the Customer at the time of registration to the Services or later and responsible for liaising between ProSuite OOD and the User. - Customer: refers to any individual or legal person who has signed a contract with ProSuite OOD for payment of a monthly subscription. - Contract: refers to this document accompanied with an Order as well as any subsequent Order and alterations to it. - UPB: refers to the Universal Portal Builder software solution published by ProSuite OOD and offered in SaaS to Customers associated with the services for the platform published by ProSuite OOD or partners. - GDPR: refers to the European General Regulation for data protection relating to the protection of individuals with regard to the processing of personal data and the free movement of such data (2016/679) applicable in the European Union from 25 May 2018. - Services: refers to the software developed for the UPB platform and the services offered by that software distributed by ProSuite OOD (Subscription, support and maintenance, accommodation, and additional services defined in the Order). - SaaS: refers to Software as a Service. - User: refers to any individual who has been designated as a user by the Customer. The user is identified by their email address associated with an AppInMail account. - Order: refers to the initial order form as well as any subsequent amendments to it.


The purpose of this Agreement is to define the terms and conditions under which ProSuite OOD provides the Customer with access to the Services, and the terms and conditions to which the Customer accesses and uses those Services. Any access to the Services requires knowledge of this Contract and its acceptance by the Customer. This Contract is accompanied by the Order. In the event of a contradiction between one or more terms in any of these different documents, the Order will prevail.


The services provided by ProSuite OOD to the Customer are defined in the Order and may include: - Access to https://my.Prosuite.technology including support and maintenance. - Services defined in the Order. ProSuite OOD reserves the right, at any time, to make minor changes or improvements to all or parts of the Services with 8 days' notice without the Customer and User being entitled to any compensation. Unless expressly agreed, any new feature that improves or increases one or more existing services or any new online service distributed by ProSuite OOD will be subject to this Agreement. ProSuite OOD grants the Customer a personal, non-exclusive, and non-transferable right to use the Services, for the duration of the Contract, in accordance with the Contract. Under no circumstances will the Customer be able to make the Services available to a third party, and strictly prohibits any other use, in particular any adaptation, modification, translation, editing, distribution, decompilation, without this list being exhaustive. The publisher ProSuite OOD through ProSuite OOD provides support, corrective, scalable and regulatory software maintenance. The support service to treat problems is available Monday to Friday from 9:30 a.m. to 5:30 p.m. EET at support@ProSuite.technology. ProSuite OOD do not guarantee to correct problems in the following cases: - Customer refusal to cooperate with ProSuite OOD in resolving problems and ProSuite OOD in resolving anomalies, including answering questions and enquiries; - Use of the Services in an inappropriate way; - Unauthorized modification of the Services by the Customer or by a third party; - Customer's breach of its obligations under the Contract; - Implementation of all software, software package or operating system that is not compatible with the Services; - Failure of electronic communication networks; - Degradation, malice and sabotage; - Degradation due to a case of force majeure or misuse of the Services.


Customers can access the Services after signing a contract with ProSuite OOD and providing the information (about users and companies) necessary to open the Service and requested by ProSuite OOD. The use of the Services requires prior access to the Internet, its being specified that any corresponding costs, including telephone communications, are the sole responsibility of the Customer. A period of one (1) month may be required before any access is granted by ProSuite OOD.


To access the Services, each User will need to have an active AppInMail account, if the user does not have one, he will receive by email an invitation to open an account at that time an account will be created that will become permanently active when the user changes the temporary password automatically created. Users can change their information from the site at any time https://admin.appinmail.io Once the account is active, the user has an ID (his email address) and a password that he will have to invent and enter himself. ProSuite OOD defines service and data access profiles that will determine the types of data and information that users will be able to access. In this context, the Customer and its Users are solely responsible for the confidentiality of the identifier and passwords and for any actions that could be taken under these identifiers and/or passwords. The Customer undertakes to immediately inform ProSuite OOD of any unauthorized use of a User's login and/or any security breaches. ProSuite OOD cannot be held responsible for any loss or damage resulting from the use by the Customer and his Users or any third party (authorized or not) of the confidential codes and access identifiers to the Services.


ProSuite OOD reserves the right, subject to informing the Customer in writing with notice of thirty (30) days, to conduct an audit once a year to verify that the Customer is using UPB service in accordance with the conditions listed in the Order. If the audit reveals that the Customer has a higher number of Users than indicated in the Order, the Customer agrees to pay any for additional User to ProSuite OOD immediately at the current rate. The Customer agrees to pay or reimburse ProSuite OOD, at the first written request of ProSuite OOD, all reasonable expenses that it will have actually incurred for the completion of the audit. The information collected during the audit and the results of the audit will be considered Customer’s confidential information and subject to the conditions of Section XV below.


- Price: The price of services is as follows: (i) The price of the Subscription is stated in the Order. It includes the monthly subscription price as well as the price of maintenance and monthly support and hosting services. (ii) Any additional service defined in the Order not included in the Subscription price will be charged as an extra to the Customer. The Customer is responsible for the payment of all the sums invoiced under the Contract. Prices for the Services may vary depending on the evolution of the services offered. The price of the Services is subject to indexation on 1 January of each year, depending on the change in the Syntec index according to the P1=P0*(S1/S0)*1.01 P1 : formula for the maximum price of rate revision for year 1 P0: Contract price for the year N S0: BENCHMARK SYNTEC index selected as of January 1 of the current year (n) S1: last SYNTEC index published on the revision date to January 1 of year No. 1. - Billing terms: The Subscription is billed as mentioned in the Order. Failing that, the Subscription will be billed monthly. The first billing occurs at the opening of the rights (creation of the company account and the associated admin account in its systems) by ProSuite OOD which will be notified by an email sent to the Customer. The first invoice includes the commissioning fee (set up). Any additional services used by the Customer on the platform are billed in accordance with the Order. Specific services (developments, training, setting up, input assistance, etc.) are charged 100% on order, signing the Order or Service Contract or endorsement between the Customer and ProSuite OOD. - Payment terms: Invoices are payable on receipt of an invoice. In the event of non-payment within contractual deadlines, any unpaid amount will automatically carry interest from day to day until the date of its full principal payment, interest, fees and accessories, at a rate equal to three (3) times the rate of legal interest in force, without any prior formality, and without prejudice to the damages that ProSuite OOD reserves the right to seek in court. In the event of unpaid sums, ProSuite OOD may invoice the Customer the sum of 40 euros as a lump sum for collection, notwithstanding the possibility for ProSuite OOD to charge the Customer an additional sum, after producing a justification, if those collection costs are greater than that amount. ProSuite OOD reserves the right, particularly in the event of a delayed- or non-payment, to suspend access to the Services at the end of a 10-day period after sending a notice by registered letter whether or not there has been an acknowledgement of receipt of the notice. The costs of restoring the Services will be borne by the Customer. If access to the Services is suspended, the financial obligations and liabilities of the Customer will not be extinguished. If, after a 15-day period from the commencement of the suspension, the cause of the suspension has not been rectified, or in the event of repeated late payments, ProSuite OOD may terminate the Service Contract under the terms of Article IX of the Contract.


The Customer may modify (increase the number of Users) the Services subscribed by simple request if the service does not offer this feature automatically. This change takes effect immediately after the request for a change was made and notified to ProSuite OOD without changing the underlying Contract. In addition, the changes requested by the Customer may result in billing for some of them.


The Contract is concluded for the duration defined in the Order (hereafter the "Initial Period"), it is renewable by tacit renewal under the same conditions and for the same duration as the Initial Period, unless otherwise stated in the Order. Customers may terminate the Contract by registered letter with notice of receipt sent to ProSuite OOD at least two months before the end of the Initial Period or each renewal period of the Contract. The termination of the Contract will be effective at the expiration of the current Contract after the registered letter is sent. The Contract may be terminated by ProSuite OOD or the Customer at any time after a formal notice sent by registered letter. The other party has a 30 -day period to respond and rectify the failure without the other party being entitled to any compensation in the event of a breach of one of the parties’ essential contractual obligations. The payment by the Customer of any of the sums due to ProSuite OOD is considered an essential obligation under the Contract.


10.1 The Customer is committed to complying with applicable intellectual property, data protection and privacy regulations. 10.2 The Customer declares that he accepts the characteristics and limitations of the Internet, and acknowledges: • Awareness of the nature of the Internet and its technical performance and response times to consult, query or transfer information. • That data circulating on the Internet is not protected against possible misuse. • The possible communication by the Customer and his Users of passwords, confidential codes and in general, any information judged by the Customer "confidential" is made at his peril. • That data circulating on the Internet may be regulated in terms of use or protected by a property right. • The Customer and its Users are solely responsible for the use of the data they consult, interrogate and transfer over the Internet. • That it is up to the Customer to take all appropriate measures to protect their own data and/or software from contamination by any viruses circulating on the Internet. 10.3 In the event of a violation by the Customer or its Users of any of the obligations set out above or any of the provisions of the Contract, ProSuite OOD reserves the right to suspend access to the Services without notice.


The domain names of sites operated by ProSuite OOD, associated logos and any other logos, product names and services operated by ProSuite OOD are owned by ProSuite OOD or ProSuite OOD. Without express permission from ProSuite OOD or ProSuite OOD, the Customer undertakes not to use or disseminate in any way the trademarks which ProSuite OOD or ProSuite OOD holds. Customer-owned data on sites operated by ProSuite OOD or ProSuite OOD, are and remain the property of the Customer. ProSuite OOD or ProSuite OOD undertakes to keep this data confidential, to make no copy of the data, to make no use of the data other than that provided for the execution of this Agreement.


In the event of termination of the Contract for any reason, the Customer may repatriate at his own expense on his own system the data hosted on the sites operated by ProSuite OOD. ProSuite OOD will be able to assist the Customer on request and for a fee. Failing that, at the end of the Contract for any reason, the Customer will no longer have access to the Services and consequently the data and information hosted by ProSuite OOD.


ProSuite OOD is committed to implementing all means at its disposal to ensure the permanence, continuity and quality of the Services. ProSuite OOD, however, reserves the right to suspend access to the Services for possible maintenance or improvement and interventions in order to ensure the smooth operation of the Services. The Service is active 24 hours a day, 7 days a week. In the event of an incident on its network, ProSuite OOD commits from Monday to Friday from 9.30 a.m. to 5:30 p.m. to make its best efforts to restore access to the Services within 24 hours. This period runs from the notification of the incident by the Customer to ProSuite OOD.


14.1 ProSuite OOD declares and guarantees that it holds all the distribution rights of products and services owned by ProSuite OOD that enable it to enter into the Contract. ProSuite OOD declares and guarantees that, to its knowledge, UPB and its services are not likely to infringe the rights of third parties. ProSuite OOD is bound under the Contract to an obligation of best effort. ProSuite OOD may not, under the applicable law, be held liable for any direct or indirect damage of any kind (such as commercial or financial harm, or operating losses that would affect the Customer) resulting from any inability to access the Services, any use of Services, including any loss of data, as long as the damage is not the result of direct and legal liability of ProSuite OOD. In any event, the liability of ProSuite OOD cannot be incurred as a result of an event of force majeure or facts beyond its control. ProSuite OOD cannot be held liable in the event of legal action against the Customer because of his use of the Services, the Customer being solely responsible for the quality, legality, relevance of the information, data and documentation he enters in the services provided by ProSuite OOD. 14.2 ProSuite OOD reserves the right to file a complaint against the Customer and/or Users who do not comply with these Terms of Use. ProSuite OOD has no control over the services offered by its partners and the data and documentation embedded in UPB services. As a result, ProSuite OOD cannot be held responsible for the reliability or authenticity of this information, data or documentation, or in the event of harm suffered by the Customer as a result of the use of these services. In the event that the liability of ProSuite OOD is accepted, compensation for the injury suffered by the User as a result of ProSuite OOD may not, in any event, exceed an amount equivalent to one (1) year subscription without taxes.


15.1 Personal data collected about Customer during the registration, subscription or use of the Service, is subject to the provisions of the European General Regulation for the Protection of Personal Data (GDPR). This data is collected as part of the use of the Services and for the sole purpose of providing these Services. Customer’s and User’s data are not transferred outside the European Union; are communicated by ProSuite OOD to its providers for the sole purpose of executing the Services; and will be retained for a period in accordance with applicable regulations. In accordance with applicable regulations, the persons concerned have the right of access, rectification, erasure, right to object and limitation of the processing and portability of their personal data, as well as the right to define the guidelines relating to their management after their death that they can exercise on written request addressed to the processing manager: ProSuite OOD - 26 Avenue Claude Vellefaux 75010 Paris or by email to: contact@ProSuite.technology 15.2 As part of the Services, documents containing personal data collected by the Customer and/or user (name, first name, party contact information, etc.) will also be hosted on the Universal Portal Builder platform: https://portal.ProSuite.technology. The Customer is responsible for these data treatment and is committed to complying with the regulations applicable to personal data and in particular GDPR. The Customer acknowledges and accepts that ProSuite technology SARL processes the data hosted on its behalf and on its instructions in order to carry out its obligations, as a subcontractor within the meaning of the regulations. If the Customer uses the Services to process other categories of personal data or for other treatments or purposes, the Customer does so at his or her risk and ProSuite technology SARL cannot be held responsible in the event of a breach of regulations. This data will be retained for the duration necessary to process this data under applicable regulations. To this end, it is stipulated that the Customer has the ability to delete data and documents hosted on the Universal Portal Builder platform https://portal.ProSuite.technology at any time. ProSuite OOD will provide, upon request, the Customer with any information necessary to demonstrate compliance with these obligations. 15.3 Compliance with Customer instructions and regulations by the parties: As part of this process, ProSuite OOD undertakes to: - Process personal data collected within the strict and necessary framework of the Universal Portal Builder platform https://portal.ProSuite.technology and, in general, act only on the Customer's documented instruction; - Ensure that persons authorized to process personal data are committed to confidentiality and receive the necessary training in the protection of personal data; - Take all necessary measures to ensure the safety of the process; - To assist the Customer, as far as possible, to fulfil his obligation to respond to requests which are made by the persons concerned in order to exercise their rights; - To assist the Customer in ensuring compliance with personal data security obligations as set out in Articles 32 to 36 of GDPR; - Make available to the Customer all the information necessary to demonstrate compliance with his obligations; - Immediately inform the Customer if, in his opinion, an instruction constitutes a violation of GDPR or other data protection provisions. 15.4 The Customer is committed to complying with data protection legislation, including: - Collecting personal data in a fair and transparent manner; - allow those concerned to exercise their full rights (right of access, right to object, rectification, right to be forgotten...) in accordance with GDPR; - Inform ProSuite OOD of a request for the exercise of his rights by a person, when its intervention is necessary, within 72 hours; - put in place the necessary technical and organizational measures to preserve the confidentiality and security of personal data, and in particular, to protect personal data from accidental or unlawful destruction, accidental loss, tampering, dissemination or unauthorized access, as well as, from any form of illegal treatment. The User guarantees that the instructions it provides to ProSuite technology SARL will comply with applicable personal data protection regulations and undertakes not to place ProSuite technology SARL in breach of its contractual obligations and applicable data law. 15.5 Security, confidentiality, violation and destruction of data. ProSuite OOD is also committed to: - take all necessary precautions to preserve the confidentiality and security of personal data, including preventing it from being distorted, damaged or shared with unauthorized third parties, and more generally, to implement all appropriate technical and organizational measures to protect personal data from accidental or unlawful destruction, accidental loss, unauthorized tampering, dissemination or access, as well as any form of illicit treatment, being specified that these measures must ensure an appropriate level of security in light of the risks presented by the processing and the nature of the data to be protected; - notify the Customer of any breach of personal data as soon as possible after learning of it, in particular in order to enable the Customer to comply with the obligation to notify the competent supervisory authority of any data breach as soon as possible and, if possible, 72 hours at the latest after learning of it, as referred to in article 33 of GDPR; - put in place appropriate assistance, at the Customer's expense, such as measures necessary to protect personal data in the event of a data breach; - depending on the Customer's choice and at his expense, delete all personal data or return it to the Customer at the end of the Contract under the conditions specified in Article XII, and destroy existing copies, unless the current legislation requires the retention of personal data. 15.6 Proof of Compliance. The User recognizes that the resources implemented under the Universal Portal Builder platform https://portal.ProSuite.technology by ProSuite OOD are sufficient guarantees of ProSuite OOD's compliance and regulatory services. ProSuite OOD will provide, upon request, the Customer with any information necessary to demonstrate compliance with these obligations. Failing that, or if the Customer considers it reasonably necessary to carry out an audit of the ProSuite OOD in accordance with the regulations and the Contract, ProSuite OOD accepts such an audit carried out by a reputable independent auditor, not competing with the activities of ProSuite OOD, the limit of one audit per year. This independent auditor is chosen by the Customer and subject to acceptance by ProSuite OOD. He must have the required professional qualifications and is subject to a confidentiality agreement. The parties acknowledge that any reports and information obtained as part of this audit are confidential information. The start date of the audit, the duration and scope of the audit are determined by the parties with a minimum of 30 working days. The audit can only be carried out during the opening hours of ProSuite OOD or its subcontractors and in a manner that does not disrupt the activity of ProSuite OOD. The audit does not include access to any systems, information or data unrelated to processing under the Universal Portal Builder platform https://portal.ProSuite.technology or physical access to the servers on which the solution is backed up. The Customer pays all costs incurred during the audit, including without limitation the auditor's fees, and reimburses ProSuite OOD for all expenses and fees incurred as a result of this audit, including the time spent on auditing according to the average hourly rate of the ProSuite OOD staff who collaborated on the audit. 15.7 Subcontracting. The Customer expressly authorizes the management of personal data relating to this Contract by subcontractors and gives ProSuite OOD general permission to recruit any replacement subcontractor of his choice. ProSuite OOD will notify the User of any planned changes such as the addition or replacement of other subcontractors to allow them to object to these changes. The User may object to such an addition or replacement by notifying ProSuite OOD in writing within 15 days of receiving the notice sent by ProSuite OOD. In the event that, for valid and objective reasons, the Customer objects to the appointment of a replacement subcontractor, the Customer may terminate the Contract by sending a registered letter with acknowledgement and with 30 days' notice. ProSuite OOD is committed to ensuring that its own subcontractors meet the same data protection obligations, including providing sufficient safeguards for the implementation of appropriate technical and organizational measures so that the processing meets the requirements of GDPR. 15.8 Transfers of personal data outside the EU. The User accepts that personal data processed under the Platform can be transferred outside the European Economic Area (EEA). In any event, ProSuite OOD undertakes to make transfers in accordance with applicable regulations, i.e. by transferring data either to countries recognized by the European Commission as ensuring an adequate level of protection or by using valid transfer mechanisms recognized by that personal data protection regulation.


The parties agree to issue a joint press release announcing the signing of this Contract. In addition, each party grants the other the right to use its name and logo in all its commercial and marketing documents as well as on its website, including as a commercial reference.


Neither Party will be held liable to the other Party for non-performance, partial execution or delays in the performance of a contract obligation that are due to the occurrence of a case of force majeure usually recognized by the jurisprudence of the Court of Cassation. The case of force majeure suspends the obligations of the part arising from the Contract for the duration of its existence.


In the event that ProSuite OOD makes changes to these Terms of Use, it will notify the Customer in writing giving two (2) months' notice before the amendments come into force. During this period, the Customer will be free to terminate the Contract by written notification to ProSuite OOD. Any use of the Universal Portal Builder platform https://portal.ProSuite.technology or services by the Customer after this two-month period will result in acceptance of the new Terms of Use.


19.1. Applicable law: This agreement is governed exclusively by French law. 19.2 Competent Tribunal: For any disputes that may arise from the Contract, in the absence of an amicable agreement, it is agreed that the competent court is Tribunal de Commerce de Paris which has exclusive jurisdiction in the event of a dispute. 19.3 Voidability: The voidability of one of the clauses of the Contract does not affect the validity of the other clauses.