SECTION I - DEFINITIONS
The following terms and expressions have the meanings indicated below in the context of this Agreement:- ProSuite Ventures: refers to the company offering the online service that allows users to submit a questionnaire about their project in order to receive a document summarizing their project.
- Client: refers to any natural or legal person who has subscribed to the paid offer proposed by ProSuite Ventures to obtain a professional analysis of their project. Payment of the monthly subscription constitutes the signature of the Contract.
- Contract: refers to this document accompanied by an Order Form as well as any subsequent order or amendment.
- GDPR: refers to the European General Data Protection Regulation concerning the protection of natural persons with regard to the processing of personal data and on the free movement of such data (2016/679), which applies in the European Union as of May 25, 2018.
- Service: refers to the online service offered by ProSuite Ventures, allowing users to submit a questionnaire about their project in order to receive a document summarizing their project. The Service also includes the paid offer proposing a professional analysis of the project.
- User: refers to any natural person designated by the Client to use the Service, identified by their email address associated with a ProSuite Ventures account.
SECTION II. OBJECT
The purpose of this Contract is to define the terms and conditions under which the ProSuite Ventures website provides the client with access to its online project analysis service, as well as the conditions of access and use of this service. The client must be aware of and accept this contract in order to access the service. The contract is accompanied by an order form. In the event of a contradiction between one or more provisions contained in any of these various documents, the order form shall prevail.SECTION III. DESCRIPTION OF SERVICES - RIGHTS OF USE - SUPPORT AND MAINTENANCE
The Services provided by ProSuite Ventures to the Client include:
The creation of a summary document of the project proposed by the user in the form of an interactive questionnaire sent by dynamic email.ProSuite Ventures reserves the right, at any time, to make minor modifications or improvements to all or part of the Services with a notice of 8 days, without the Client and User being entitled to any compensation. Unless expressly stated otherwise, any new feature that improves or enhances one or more existing Services, or any new online service distributed by ProSuite Ventures, will be subject to this Contract.
ProSuite Ventures grants the Client a personal, non-exclusive, non-transferable, and non-assignable right to use the Services, for the entire duration of the Contract, in accordance with the Contract and worldwide. The Client may not make the Services available to any third party and strictly prohibits any other use, in particular any adaptation, modification, translation, arrangement, distribution, decompilation, without limitation.
The editor ProSuite OOD, through ProSuite Ventures, provides support services, corrective, evolutionary, and regulatory software maintenance. The support service for handling anomalies is available Monday to Friday from 9:30 am to 5:30 pm EET at support@prosuite.technology. ProSuite Ventures does not guarantee the correction of anomalies in the following cases:
- The Client's refusal to cooperate with ProSuite Ventures in resolving anomalies, including answering questions and requests for information.
- Use of the Services in a manner not consistent with their intended purpose.
- Unauthorized modification of the Services by the Client or a third party.
- Client's failure to comply with its obligations under the Contract.
- Implementation of any software, programs, or operating system not compatible with the Services.
- Failure of electronic communication networks.
- Intentional act of degradation, malice, or sabotage.
- Deterioration due to a case of force majeure or improper use of the Services.
SECTION IV. CONDITIONS OF ACCESS TO SERVICES
To access ProSuite Ventures' services, the Client must have an email address and accept the AppInMail ToU. They receive an eApp using EAC technology that can be used directly in their email or via a link.
Use of the services requires an internet connection, with any corresponding fees being the responsibility of the Client.
SECTION V. CONFIDENTIAL CODES AND ACCESS IDENTIFIERS TO SERVICES
To access the Services, each User must have an active AppInMail account. If the user does not have one, they will receive an invitation by email to open an account. At that time, a pre-account will be created which will become definitively active when the user modifies the automatically created temporary password. Users can modify their information at any time from the website https://admin.appinmail.io. Once the account is active, the user has an identifier (their email address) and a password they have defined themselves.
ProSuite OOD defines access profiles to services and data, based on which the types of data and information that Users can access will be determined. In this context, the Client and its Users are solely responsible for the confidentiality of the identifier and passwords, and for any actions that may be taken under these identifiers and/or passwords. The Client undertakes to immediately inform ProSuite OOD of any unauthorized use of a User's identifier and/or password and/or any breach of security. ProSuite OOD cannot be held liable for any loss or damage resulting from the use by the Client and its Users or any third party (authorized or unauthorized) of confidential codes and access identifiers to the Services.
SECTION VI. PRICES AND PAYMENT TERMS
- Prices: The price of ProSuite Ventures' services is determined according to the type of project submitted:
- €320 for an agency project
- €499 for a small SaaS service project
- €699 for a Start-UP project
No purchase order is used, and the tariff is chosen by selecting the appropriate category during the project submission.
- Payment Terms: Online payments are made at the end of the form, before submitting the project. In case of non-payment, the investment team will not examine the file. No interest or additional fees will be charged in case of late payment or payment incident.
Before submitting a project, the user must accept the AppInMail ToU, which manages the EAC technology used for sending interactive emails during the project evaluation process.
SECTION VII. DECLARATIONS AND OBLIGATIONS OF THE CLIENT
VII.1 The Client undertakes to comply in particular with the regulations applicable in the field of intellectual property, personal data protection, and respect for privacy.
VII.2 The Client declares to accept the characteristics and limitations of the Internet, and in particular acknowledges:
- to be aware of the nature of the Internet and in particular its technical performance and response times for consulting, querying or transferring information;
- that data circulating on the Internet is not protected against possible diversion; any communication by the Client and its Users of passwords, confidential codes, and, in general, any information deemed "confidential" by the Client is done at its own risk;
- that data circulating on the Internet may be subject to regulation in terms of use or protected by a property right. The Client and its Users are solely responsible for the use of the data they consult, query, and transfer on the Internet;
- that it is the Client's responsibility to take all appropriate measures to protect their own data and/or software from contamination by possible viruses circulating on the Internet;
VII.3 In case of violation by the Client or its Users of any of the obligations mentioned above or any provision of the Contract, ProSuite Ventures reserves the right to suspend access to the Services without notice.
SECTION VIII. OWNERSHIP
The domain names of the sites operated by ProSuite Ventures, the associated logos, and all other logos, product names, and services operated by ProSuite Ventures are the property of ProSuite Ventures. Without express permission from ProSuite Ventures, the Client agrees not to use or disseminate in any way the trademarks owned by ProSuite Ventures.
The data belonging to the Client on the sites operated by ProSuite Ventures are and remain the property of the Client. ProSuite Ventures undertakes to keep this data confidential, not to make any copies of the data outside of technical necessities, and not to use it for any purpose other than that provided for in the execution of this Agreement.
SECTION IX. PERSONAL DATA
IX.1 Personal data collected from the Client during registration, subscription or use of the Service are subject to the provisions of the European General Data Protection Regulation (GDPR). These data are collected for the sole purpose of providing the Services and will not be transferred outside the European Union. They are only disclosed by ProSuite Ventures to its providers for the purpose of providing the Services and will be kept for a duration in compliance with applicable regulations. In accordance with applicable regulations, the individuals concerned have the right to access, rectify, erase, object, restrict processing, and data portability, as well as the right to define the directives concerning the management of their data after their death, which they may exercise upon written request addressed to the data controller: ProSuite OOD - Ul; Galileo Galilei 20, 1113, Sofia, Bulgaria, or by email to: contact@prosuite.ventures.
IX.2 In the course of the Services, documents containing personal data collected by the Client and/or User (name, first name, contact details of the parties, etc.) will also be hosted on the platform of services made available by ProSuite, notably on https://prosuite.ventures. The Client is responsible for these processing activities and undertakes to comply with the applicable regulations on personal data, in particular GDPR. The Client acknowledges and agrees that ProSuite OOD processes the hosted data on its behalf and according to its instructions, as a data processor within the meaning of the regulation. If the Client uses the services to process other categories of personal data or for other processing purposes, the Client does so at its own risk and ProSuite OOD cannot be held liable for any breach of the regulations. This data will be kept for the sole duration necessary for processing in accordance with applicable regulations. To this end, it is stipulated that the Client has the possibility to delete the data and documents hosted on the services platform made available by ProSuite, notably on https://prosuite.ventures. at any time. ProSuite OOD will provide the Client with any necessary information to demonstrate compliance with the obligations set forth herein upon request.
IX.3 Compliance with Client instructions and regulations by the parties: In the context of this processing, Prosuite OOD undertakes to:
- process personal data collected strictly and only necessary within the platform services made available by Prosuite, particularly on https://prosuite.ventures, and in general, act solely on the documented instruction of the Client;
- ensure that authorized persons processing personal data commit to confidentiality and receive the necessary training on personal data protection;
- take all necessary measures to ensure the security of the processing;
- assist the Client, as far as possible, in fulfilling its obligation to respond to requests made by data subjects to exercise their rights;
- assist the Client in ensuring compliance with obligations regarding the security of personal data as provided for in Articles 32 to 36 of the GDPR;
- provide the Client with all necessary information to demonstrate compliance with its obligations;
- immediately inform the Client if, in its opinion, an instruction constitutes a violation of the GDPR or other data protection provisions.
The Client undertakes to comply with legislation relating to data protection and in particular to:
- collect personal data fairly and transparently;
- allow data subjects to exercise their full rights (right of access, objection, rectification, right to be forgotten...) in accordance with the GDPR;
- inform Prosuite OOD of a data subject's request to exercise their rights when its intervention is necessary, within 72 hours;
- implement technical and organizational measures to preserve the confidentiality and security of personal data, and in particular, protect personal data against accidental or unlawful destruction, accidental loss, alteration, dissemination, or unauthorized access, as well as against any form of unlawful processing.
The User guarantees that the instructions it communicates to Prosuite OOD will comply with applicable data protection regulations and undertakes not to put Prosuite OOD in a position of non-compliance with its contractual obligations and applicable law in this regard.
IX.4 Security, confidentiality, breach, and destruction of data Prosuite OOD also undertakes to:
- take all necessary precautions to preserve the confidentiality and security of personal data, and in particular, prevent it from being distorted, damaged, or disclosed to unauthorized third parties, and more generally, implement all appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, accidental loss, alteration, dissemination, or unauthorized access, as well as against any form of unlawful processing, provided 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 Client of any personal data breach as soon as possible after becoming aware of it, in particular to enable the Client to comply with the obligation to notify the competent supervisory authority of any data breach as soon as possible and, if possible, within 72 hours, as provided for in Article 33 of the GDPR;
- provide appropriate assistance, at the Client's expense, such as measures necessary to protect personal data in the event of a data breach;
- at the Client's choice and expense, either delete all personal data or return it to the Client at the end of the Contract under the conditions specified in Article XII, and destroy any existing copies, unless current legislation requires the retention of personal data.
IX.5 Proof of compliance The User acknowledges that the resources implemented within the platform services made available by Prosuite, particularly on https://prosuite.ventures, by Prosuite OOD constitute sufficient guarantees of Prosuite OOD's compliance with regulations and its services. Prosuite OOD will provide the Client with any necessary information to demonstrate compliance with the obligations provided herein upon request. If the Client reasonably deems it necessary to conduct an audit of the Prosuite OOD solution in accordance with regulations and the Contract, Prosuite OOD agrees to such an audit by a reputable independent auditor that does not compete with Prosuite OOD's activities, limited to one audit per year. The independent auditor is chosen by the Client and accepted by Prosuite OOD. They possess the required professional qualifications and are subject to a confidentiality agreement. The parties acknowledge that all reports and information obtained in the course of this audit are confidential information. The start date, duration, and scope of the audit are mutually agreed by the parties with a minimum notice period of 30 business days. The audit can only be conducted during the opening hours of Prosuite OOD or its subcontractors and in a manner that does not disrupt the business of Prosuite OOD. The audit does not include access to all systems, information, or data unrelated to the processing carried out under the platform services made available by Prosuite, particularly on https://prosuite.ventures, nor does it include physical access to the servers on which the solution is stored. The Client bears all costs incurred by the audit, including but not limited to the auditor's fees, and reimburses Prosuite OOD for all expenses and costs incurred by this audit, including the time spent on the audit at the average hourly rate of Prosuite OOD staff who collaborated in the audit.
IX.6 Subcontracting The Client expressly authorizes the management of personal data related to this processing by subcontractors and grants Prosuite OOD a general authorization to recruit any subsequent subcontractor of its choice. Prosuite OOD will inform the User of any planned changes regarding the addition or replacement of other subcontractors to allow the User to object to these changes. The User may object to such addition or replacement by notifying Prosuite OOD in writing within fifteen (15) days following receipt of the notice sent by Prosuite OOD. In the event that, for valid and objective reasons, the Client objects to the appointment of a subsequent subcontractor, the Client may terminate the Contract by sending a registered letter with acknowledgment of receipt and subject to a notice period of 30 days. Prosuite OOD undertakes to ensure that its own subcontractors comply with the same data protection obligations and in particular that they provide sufficient guarantees as to the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR.
IX.7 Transfers of personal data outside the EU The User accepts that the personal data processed within the Platform may be transferred outside the European Economic Area (EEA). In any event, Prosuite OOD undertakes to carry out transfers in accordance with applicable regulations, namely by transferring data either to countries recognized by the European Commission as providing an adequate level of protection or by using valid and recognized transfer mechanisms under said regulations on the protection of personal data.
SECTION X. FORCE MAJEURE
Neither Party shall be held liable to the other Party for non-performance, partial performance or delays in the performance of an obligation under the Contract that would be due to the occurrence of a force majeure event, usually recognized by the case law of the Court of Cassation. The force majeure event suspends the obligations of the party arising from the Contract for the duration of its existence.SECTION XI – MODIFICATION OF THE GENERAL CONDITIONS
In the event that Prosuite OOD makes changes to these General Subscription Conditions, it shall notify the Client in writing subject to a notice period of two (2) months before the entry into force of such modifications. During this period, the Client shall be free to terminate the Contract by written notification to Prosuite OOD. Any use of the services platform made available by Prosuite, including on https://prosuite.ventures or the Services by the Client after this two (2) month period shall imply acceptance of the new General Subscription Conditions.SECTION XII. MISCELLANEOUS
- Applicable law: This agreement is exclusively governed by French law.
- Competent court: For any disputes that may arise in connection with the Contract, in the absence of an amicable agreement, it is agreed that the materially competent court of Paris has exclusive jurisdiction in the event of a dispute, including in the event of interim relief, plurality of defendants or warranty claim.
- Invalidity: The possible nullity or invalidity of one of the clauses of the Contract does not affect the validity of the other clauses.
