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General Terms and Conditions of Use and Sale (T&Cs)
MySmartBusiness — SaaS platform published by TANARIEL EOOD
Single-member limited liability company incorporated under Bulgarian law EIK (registration no.): 206851287 — Intra-EU VAT no.: BG206851287 Registered office: bd James Bourchier 99, floor 2, apartment 5, Lozenets district, 1407 Sofia, Bulgaria Manager: Mr DEVAUX Jean-Bernard Hubert Raoul Contact: privacy@mysmartbusiness.eu
Last updated: [PUBLICATION DATE]
Article 1 — Purpose
1.1. These General Terms and Conditions of Use and Sale (the "Terms") govern access to and use of the MySmartBusiness platform (the "Platform"), a multi-tenant SaaS software service offering in particular: customer relationship management (CRM), digital menus, dematerialised membership cards, customer review management, email marketing campaigns, SMS notifications, domain name registration and management, short links and related tools (together, the "Services").
1.2. The Services are provided on the basis of a recurring subscription, supplemented by a credit system enabling the activation of functional modules (the "Modules") according to levels ("Tiers").
1.3. Any account creation, subscription or use of the Services constitutes the Client's full and unreserved acceptance of these Terms.
Article 2 — Definitions
- "Provider": TANARIEL EOOD, as identified at the head of these Terms.
- "Client": any legal entity or natural person acting in a professional capacity who has subscribed to the Services.
- "User": any natural person authorised by the Client to access the Platform under the Client's responsibility.
- "Tenant": the isolated environment (dedicated database) allocated to the Client within the Platform.
- "Credits": units of account allocated by the subscription plan or purchased separately, enabling the activation of Modules and Tiers.
- "Client Data": all data, content and files imported, entered or generated by the Client or its Users within its Tenant.
Article 3 — Strictly professional use (B2B)
3.1. The Services are intended exclusively for professionals (businesses, self-employed persons, associations and public entities) acting in the course of their professional activity.
3.2. By creating an account, the Client represents and warrants that it is acting in a professional capacity and not as a consumer. This representation is a condition of access to the Services.
3.3. Consequently, the protective provisions of consumer law — in particular the right of withdrawal — do not apply to these Terms. If the Provider finds that an account is being used for non-professional purposes, it may suspend and then terminate it following a formal notice that has remained without effect.
Article 4 — Account creation and management
4.1. Account creation requires the provision of accurate, complete and up-to-date information (company name, tax/VAT identifier where applicable, contact and billing details). The Client undertakes to keep this information up to date.
4.2. The Client is solely responsible for the confidentiality of its credentials and for any use made of its account and those of its Users. Any connection or operation carried out from the account is deemed to have been performed by the Client.
4.3. The Client shall notify the Provider without delay of any unauthorised use of its account at the address privacy@mysmartbusiness.eu.
4.4. The Provider may refuse, suspend or close an account in the event of a breach of these Terms, fraud, non-payment or unlawful use, under the conditions set out in Article 13.
Article 5 — Subscription, Credits and Modules
5.1. Subscription plans. Access to the Services is provided via a subscription plan (monthly or as described on the Platform) entitling the Client to an allocation of Credits. The features of the plans, Modules and Tiers are described on the Platform as at the date of subscription.
5.2. Credits. The Credits allocated by the plan enable the activation of Modules and Tiers, according to cumulative per-tier pricing displayed on the Platform. Credits have no monetary value, are neither refundable nor transferable, and cannot be converted into cash.
5.3. Activation of Modules. The Client activates the Modules and Tiers of its choice up to the limit of its Credit balance. Activation consumes the corresponding Credits; downgrading a Tier restores the corresponding Credits to the Client's balance, in accordance with the rules displayed on the Platform.
5.4. Deactivation of Modules — 24-hour period. An activated Module may only be deactivated after a minimum period of 24 hours following its activation. After this period, deactivation is carried out directly by the Client from its account and results in the restoration of the associated Credits to its balance, under the conditions displayed on the Platform. Deactivating a Module may result in the loss of access to the features and data specific to that Module.
5.5. Additional products. The Client may purchase one-time products (SMS/email credit packs, domain names, etc.) charged per unit, in addition to the subscription. Certain products (in particular domain names) are subject to the additional terms of the relevant registries and registrars.
5.6. Change of plan. Upgrading or downgrading to a higher or lower plan takes effect according to the terms displayed at the time of the operation. A change of plan adjusts the Credit allocation accordingly.
Article 6 — Prices, invoicing and payment
6.1. Prices exclusive of tax. All prices are stated exclusive of tax (excl. VAT). VAT and any applicable tax are added at the rate in force depending on the Client's location and tax status (intra-EU reverse-charge mechanism where applicable, upon presentation of a valid VAT number).
6.2. Payment. Payment is made by bank card or any other means offered on the Platform, via the payment provider Stripe. The Client authorises the recurring debit of the subscription amount at each due date. The Provider does not store complete bank card data.
6.3. Invoicing. An invoice is issued for each payment and made available in the Client area. The Client accepts electronic invoicing.
6.4. Default of payment. In the event of a payment failure on the due date, the Provider notifies the Client and may grant a period for regularisation (grace period). Failing regularisation, the subscription is suspended and then terminated, and access to the Tenant may be blocked until regularisation.
6.5. No pro rata refund. Save for any mandatory statutory provision to the contrary, sums paid in respect of a subscription period that has commenced remain acquired by the Provider: no pro rata temporis refund is made in the event of termination, downgrade or non-use of the Services during the period.
6.6. Price revision. The Provider may revise its prices; any revision applicable to an ongoing subscription is notified at least thirty (30) days before it takes effect, in accordance with Article 15. A Client who does not accept the revision may terminate its subscription before it takes effect.
Article 7 — Service level ("best effort", no SLA)
7.1. The Provider provides the Services with due care and in accordance with best practice, as part of a best-efforts obligation ("best effort").
7.2. No service level commitment (SLA) — in particular no guaranteed availability rate, no restoration time and no penalty — is granted under these Terms, save for a separate written agreement signed by both parties.
7.3. The Provider may temporarily interrupt the Services for scheduled or emergency maintenance, updates or security requirements. As far as possible, scheduled maintenance is notified in advance and carried out outside business hours.
7.4. The Client acknowledges that the Services depend on third-party networks and services (hosting, operators, sending gateways, domain name registries, review platforms, etc.) whose operation is beyond the Provider's control.
Article 8 — Obligations and prohibited uses
8.1. The Client undertakes to use the Services in accordance with applicable laws, in particular regarding electronic marketing (consent of email and SMS recipients), personal data protection and intellectual property.
8.2. The following are in particular prohibited: sending unsolicited communications (spam), impersonation, the dissemination of unlawful content, attempting unauthorised access to the Platform or to other clients' Tenants, reselling the Services without written agreement, and any use liable to degrade the security or availability of the Platform.
8.3. The Client is solely responsible for the Client Data, its lawfulness and the consents required from its own contacts and end customers.
8.4. In the event of a serious breach (in particular spam, security breach, unlawful content), the Provider may immediately suspend all or part of the Services, without prejudice to the termination provided for in Article 13.
Article 9 — Intellectual property
9.1. The Platform, its structure, software, interfaces, trademarks and documentation remain the exclusive property of the Provider or its licensors. The subscription grants the Client a personal, non-exclusive, non-assignable and non-transferable right of use, limited to the duration of the subscription and to use in accordance with these Terms.
9.2. Any reproduction, decompilation (save for statutory exceptions), substantial extraction or unauthorised reuse is prohibited.
Article 10 — Ownership of the Client's data
10.1. The Client Data remains the exclusive property of the Client. The Provider claims no ownership right over it.
10.2. The Client grants the Provider a limited, non-exclusive and worldwide licence to host, process and reproduce the Client Data, solely for the purposes of providing the Services, security and backup, for the duration of the contract and the retention period set out in Article 13.
10.3. The Client may export its Client Data at any time during the term of the contract, by means of the export functions available on the Platform (standard formats: CSV, etc.).
Article 11 — Protection of personal data (Art. 28 GDPR)
11.1. For the personal data that the Client processes via the Platform (contacts, end customers, members, campaign recipients, etc.), the Client acts as the data controller and the Provider as the data processor within the meaning of Article 28 of Regulation (EU) 2016/679 ("GDPR").
11.2. As a processor, the Provider undertakes to: a) process the personal data only on the Client's documented instructions, including as regards transfers outside the EU; b) ensure the confidentiality of persons authorised to process the data; c) implement appropriate technical and organisational measures (Art. 32 GDPR); d) engage a sub-processor only under the conditions of Article 11.3; e) assist the Client, as far as possible, in responding to requests to exercise the rights of data subjects; f) assist the Client in complying with its obligations (security, breach notification, impact assessments); g) at the Client's choice, delete or return the personal data at the end of the contract, subject to statutory retention obligations; h) make available the information necessary to demonstrate compliance with its obligations and allow audits to be carried out, under reasonable conditions agreed between the parties.
11.3. Sub-processors. The Client gives general authorisation for the use of the sub-processors listed in the Privacy Policy (in particular: Hetzner, Stripe, Mailgun, Migadu, Internet.bs, BulkGate/Mobica, AWS S3 / DigitalOcean Spaces, MaxMind). The Provider informs the Client of any addition or replacement, giving it the opportunity to raise reasonable objections; failing agreement, the Client may terminate the subscription concerned.
11.4. Transfers outside the EU. Any transfer of personal data to a third country is governed by appropriate safeguards within the meaning of Chapter V of the GDPR, in particular the European Commission's standard contractual clauses (SCC).
11.5. The Provider notifies the Client without undue delay of any personal data breach affecting the data processed on its behalf.
11.6. The Provider's processing of Users' data and of the Client's account data (of which the Provider is the controller) is described in the Privacy Policy.
Article 12 — Liability
12.1. The Provider may only be held liable in the event of proven fault and direct damage. The Provider is in no event liable for indirect damage, in particular loss of turnover, profits, clientele, data (beyond the contractual backups), loss of opportunity or damage to reputation.
12.2. Cap. The Provider's total aggregate liability under the contract, for all causes combined, is limited to twice (2 times) the amount of the monthly subscription excluding tax paid by the Client in respect of the month during which the triggering event occurred.
12.3. Mandatory law reservation. The limitations and exclusions of this Article do not apply in cases where applicable law mandatorily prohibits limiting or excluding liability, in particular in the event of wilful misconduct, gross negligence, or personal injury.
12.4. The Client is responsible for the use it makes of the Services, of the Client Data, and for the compliance of its own processing and communications (emails, SMS, published content).
12.5. Neither party is liable for a breach caused by an event of force majeure within the meaning of applicable law.
Article 13 — Term, termination and data retention
13.1. Term. The subscription is entered into for the period chosen at the time of subscription and renews tacitly for successive identical periods, unless terminated.
13.2. Termination by the Client. The Client may terminate its subscription at any time from its account; termination takes effect at the end of the current period, without pro rata refund (Article 6.5).
13.3. Termination by the Provider. The Provider may terminate the contract: (i) in the event of a serious or repeated breach by the Client not remedied within fifteen (15) days of a formal notice; (ii) immediately in the event of fraud, unlawful use or breach of security; (iii) in the event of non-payment not regularised at the end of the grace period.
13.4. Post-termination retention — 30 days. As from the effective date of termination, the Tenant and the Client Data are retained for thirty (30) days to allow the Client to recover its data (export). Upon expiry of this period, the Tenant and the Client Data are permanently deleted, subject to statutory retention obligations.
13.5. Invoices. The associated invoices and accounting data are retained for ten (10) years, in accordance with Bulgarian and European legal obligations.
Article 14 — Affiliate programme
The Provider offers an affiliate programme allowing third parties (the "Affiliates") to recommend the Services in exchange for a commission. This Article governs participation in the programme.
14.1. Enrolment. Participation in the programme is subject to acceptance of these Terms and, where applicable, to validation of the application by the Provider, which may refuse it at its discretion. The Affiliate declares that it acts in a professional capacity.
14.2. Affiliate link and attribution. The Affiliate receives a unique referral link or code. A conversion is attributed to the Affiliate when the referred client subscribes to a paid subscription via this link, according to the tracking rules in force on the Platform. The Provider is the sole judge of attribution in the event of a conflict between several sources.
14.3. Commissions. The Affiliate receives a commission calculated on the amounts excluding tax actually collected from the referred clients, at the rate and according to the terms (duration, eligible products) displayed in the affiliate area as at the date of conversion. Commissions are credited to the affiliate account after actual collection by the Provider.
14.4. Commission clawback (refunds and chargebacks). Any commission relating to a payment subsequently refunded, cancelled or disputed (chargeback) is cancelled and clawed back. If the commission has already been paid, its amount is deducted from future commissions or, failing that, refunded by the Affiliate at the Provider's request.
14.5. Payment of commissions. Commissions are paid by bank transfer, once the accumulated balance reaches a minimum of fifty (50) euros, and against the submission of a compliant invoice issued by the Affiliate in the name of the Provider. The Affiliate is solely responsible for its tax and social security obligations on the sums received.
14.6. Independent status. The Affiliate acts as an independent contractor. The programme creates no mandate, no commercial agency, employment, company or representation relationship. The Affiliate may not enter into any commitment on behalf of the Provider or receive any payment on its behalf.
14.7. Prohibited practices. The following are in particular prohibited: self-referral, spam (emails, SMS, messaging), misleading promises or statements about the Services, bidding on the Provider's trademarks in advertising networks (brand bidding), cookie stuffing, the use of incentivised or fraudulent traffic, and any presentation of the Affiliate as an official representative of the Provider.
14.8. Suspension and exclusion. In the event of a breach of this Article, the Provider may suspend or exclude the Affiliate from the programme and cancel the commissions not yet paid relating to the wrongful practices, without prejudice to any damages. Each party may also terminate participation in the programme at any time, upon written notice; commissions duly acquired and payable remain due.
14.9. Changes to the programme. The Provider may modify the terms of the programme (rates, thresholds, attribution rules) upon thirty (30) days' notice given to the Affiliate. Changes do not apply retroactively to commissions already acquired. Continued participation after the effective date constitutes acceptance.
Article 15 — Amendment of the Terms
15.1. The Provider may amend these Terms. Any substantial amendment is notified to the Client (email and/or notification within the Platform) at least thirty (30) days before it takes effect.
15.2. If the Client does not accept the amendments, it may terminate its subscription before they take effect, with effect at the end of the current period. Continued use of the Services after the effective date constitutes acceptance of the amended Terms.
Article 16 — General provisions
16.1. Entire agreement. These Terms, the Privacy Policy and any special conditions accepted constitute the entire agreement between the parties.
16.2. Partial invalidity. If any provision is declared void or unenforceable, the remaining provisions remain in force; the provision concerned is replaced by a valid provision of equivalent economic effect.
16.3. No waiver. Failure to invoke a breach does not constitute a waiver of the right to invoke it later.
16.4. Assignment. The Client may not assign the contract without the Provider's prior written consent. The Provider may assign the contract in the context of a reorganisation or transfer of business, subject to the maintenance of the commitments made towards the Client.
16.5. Notices. Notices are validly given by email to the address provided by the Client and/or via the Platform.
Article 17 — Governing law, jurisdiction and language
17.1. Governing law. These Terms are governed by Bulgarian law, without prejudice to the mandatory provisions of European Union law.
17.2. Jurisdiction. Any dispute relating to the formation, interpretation, performance or termination of these Terms falls within the exclusive jurisdiction of the competent courts of Sofia (Bulgaria), after an attempt at amicable resolution.
17.3. Language. These Terms may be translated into several languages for the Client's convenience. In the event of any divergence or contradiction between the versions, the English version shall prevail.