CleverBiz is a company incorporated under French laws with a capital of 16 000 euros. Its head office is located at 8 rue du Faubourg Poissonnière, France (hereinafter “CleverBiz”), registered in the RCS Paris B under the number 538 105 354, which provides the Collect Solution in SaaS mode.
By registering on the Website or using the Service, the Customer acknowledges that he/she/it has read, understood and agreed to the entirety of these Terms of Service. CleverBiz strongly advises the Customer to print and/or save a copy of the Terms of Service.
These Terms of Service may be amended from time to time. It is the Customer’s responsibility to review these Terms of Service frequently and to remain informed of any changes implemented. The Customer agrees that the continued use of the Service after such changes to the Terms of Services have been published will constitute the Customer’s acceptance of such revised terms.
In this Agreement, words or phrases beginning with a capital letter shall have the following meanings:
“Account” means the account of the Customer after entering into the Agreement, which enables the Customer to use the Service.
“API (Application Programming Interface)” means the programming interface allowing Customers to interconnect the Collect Solution to third-party tools (web or desktop application) under their sole responsibility;
“Contact” means a single individual (other than a User) whose Contact Information is stored by the Customer in the Collect Solution.
“Contact Information” means the name, email address, phone number, telephone number, and other information provided by the Customer and uploaded by the Customer to the Collect Solution.
“Customer” means the individual or legal entity, professional only, with whom CleverBiz entered this Agreement and whose name and address appear on the Account. The Customer and CleverBiz are hereinafter collectively referred to as the “Parties” or individually as a “Party”.
“Customer Data” means any information that the Customer collects via the Collect Solution. Customer Data includes data collected from Contacts through forms but also behavioural data (email openings, website views,…).
“Personal Data” means any information relating to a natural person who is or can be identified, directly or indirectly.
“Collect Solution” means the Collect software, as well as any related applications, developed and published by CleverBiz.
“Service” means the grant of access to the Collect Solution by CleverBiz and the use of the Collect Solution in SaaS mode by the Customer, under the terms and conditions set out in the Agreement.
“Subscribed Plan” means the fee-based plan subscribed by the Customer for a fixed monthly or an annual period, which appears on the Account (and then possibly modified by the Customer). The Service is provided through separate offers, which functionalities are described on the Website, or through specific tailored offer(s).
“Users” means the Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Service for the benefit of the Customer and have unique user identifications and passwords for the Service.
“Website” means the Collect website accessible at www.usecollect.com and presenting the Collect Solution;
2. PURPOSE OF THE AGREEMENT
The purpose of this Agreement is to set out the conditions under which CleverBiz provides the Service to the Customer, who accepts it, a nonexclusive and nontransferable right to use the Collect Solution in SaaS mode. In exchange, the Customer agrees to pay the contractual fee and to comply with all requirements set out in the Terms of Service.
3. SERVICE DESCRIPTION, ACCESS AND AVAILABILITY
3.1. Description of the Service
The Collect Solution is a hosted cloud software, which anables the Customer to request and collect data and documents from Contacts. Amongst other fonctionalities, the Collect Solution allows its Customers to import Contact, to send emails to contacts, to create a document portal, to upload documents, to approve and reject documents uploaded, to track the Contact behaviour.
The Collect Solution is accessible via a website (https://app.usecollect.com) and partially via API.
The Service does not include any long-term storage and backup of data and documents.
The Customer’s Account may be used by one or multiple Users. The Users access the Service through their own and personal access credentials (email and password). The Customer bears all liability as to the access and the use of the Account. The Account requires the Customer to provide his/her/its legal full name, a valid email address, and any other information requested in order to complete the registration process.
Account email must be verified before the service can be used.
The Service is available to the Customer 24 hours a day, 7 days a week during the term of the Agreement and within the limits set out in the Agreement.
The Service does not include any long-term storage and backup of uploaded Documents or any other Customer Data. The Customer understands that he/she/it is has the sole responsibility to ensure that all Contacts, Contact Information, uploaded Documents and Customer Data are backed up and stored long-term outside the Collect Solution. CleverBiz excludes any liability in the event of a loss of Lead Data or any other Customer Data.
Support for the Services is only available in English, via the Chat widget in the app or via email (firstname.lastname@example.org).
At the Customer’s request, CleverBiz may, with or without a fee, through its dedicated Customer Support Department, assist the Customer with identifying its needs with regard to the Collect Solution and train the Users to optimize the use of the Service.
Various questions and concerns of the Customer may find a quick answer by reading the online documentation of the Collect Solution.
A developer documentation is also available online.
4. PRICING, INVOICING AND PENALTIES
A specific pricing applies to any monthly or annual subscription plan, which are detailed under the page “Pricing”. The pricing are in Euros or in US Dollars and all tax excluded, except when expressed otherwise. Taxes can be applied depending on your country and your company’s details.
If fees are exclusive of taxes, levies, or duties, the Customer shall be responsible for payment of all such taxes, levies, or duties in its jurisdiction.
The Customer may have access to a free trial for a period of 7 calendar days, during which the Customer uses the Service free of charge with account limitations detailed in the app. Each Customer may subscribe only once to a free trial and shall not maintain more than one free Account. At any time during the trial period, the Customer may opt for a Subscribed Plan, which will be charged automatically.
For any upgrade of the Subscribed Plan, the new price will apply as of the day of the change in the Subscribed Plan. The billing cycle remains unchanged and the invoicing will include the details as to the pro rata.
For any downgrade of the Subscribed Plan, the new price will apply at the renewal date of the Plan. The billing cycle remains unchanged.
In the event of an amendment of the Customer’s Subscribed Plan, a cancelation of the Customer’s Account at the initiative of the Customer or of Collect, the Customer shall not be entitled to a refund.
4.2. Payment and Invoicing
By default, all Subscribed Plans must be paid, through CleverBiz payment service provider (Stripe Payments Europe Ltd), for in full using a credit card, exclusively with one of the following credit card : Visa, Mastercard, Amex. The Customer must enter valid credit card information.
Customers can request to pay for the Collect Solution through payment methods (DACH, wire transfer, SEPA, …) other than credit card. It is in the sole discretion of CleverBiz to accept payment methods other than credit card and additional terms might apply.
The Service is billed in advance on a monthly or annual basis, irrespective of the use of the Service made by the Customer. The amount already paid is neither fully or partially refundable. The lack of use or the temporary discontinuance of the Service during the duration of the Subscribed Plan shall not have the effect of extending the duration of the Agreement or the Service, nor qualify for a refund or any compensation whatsoever. CleverBiz will provide no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
CleverBiz shall automatically send the Customer an email receipt for each payment. In addition, the Customer may also download a PDF version of the invoice including the Customer’s details in his/her/its Account.
In the event of lack of payment on the due date, CleverBiz is entitled to require payment of (i) the entire debt, (ii) a penalty for delay of three times the legal interest rate and (iii) a lump fee for fees recovery in accordance with Article L. 4416 of the French Commercial Code.
5. MODIFICATION OF SERVICE AND PRICING
CleverBiz reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time.
Prices of all Services, for the monthly or annual subscription plan to the Service, are subject to changes at any time. Such notice may be provided at any time by posting the changes on the Website, or the Collect Solution itself. Such changes shall not apply for the ongoing Subscribed Plans and shall only apply for the Subscribed Plans entered after the modification of pricing.
The Agreement will be effective after the creation of an Account by the Customer, including a free trial, and will remain in effect until its termination by either Party. The minimal duration of the Agreement is one (1) month as from the date of the subscription of a monthly Subscribed Plan and one (1) year as from the date of the subscription of an annual Subscribed Plan.
All Subscribed Plans will renew for successive periods of the same duration by tacit agreement, unless terminated by either Party. Customer can cancel their Account at anytime in the Collect app or at least 7 (seven) working days before the end of the Subscribed Plan by email (email@example.com).
No amount received in advance by CleverBiz for the Subscribed Plan will be refunded.
All uploaded Documents and other Customer Data will be automatically deleted from the Service at the termination date of the Agreement. The Customer is aware that Customer Data cannot be recovered after the termination date of the Agreement.
7. GRANTING AND UNDERTAKING OF CLEVERBIZ
CleverBiz undertakes to use all reasonable and human resources to provide the Service, subject to (i) the full payment by the Customer of the contractual fees and (ii) interruptions, suspension or discontinuance of all or any portion of the Service due to maintenance, service disruption or failure external to CleverBiz. For maintenance operations, CleverBiz will endeavour to inform the Customer in advance by email or via the Website or the Collect Solution. The temporary interruptions of the Service, of any kind, will under no circumstances give rise to indemnification of any kind to the Customer’s benefit. Any service not expressly provided for in the Agreement, such as training, support, etc., shall be subject to a separate agreement, based on a quotation established according to CleverBiz’s applicable rates.
8. GRANTINGS AND UNDERTAKINGS OF THE CUSTOMER
The Customer, who enters into the Agreement on behalf of a company or other legal entity, grants that he/she/it has the authority to bind such entity and its affiliates. The Customer grants to be a natural or a legal entity, acting as a professional, excluding any robots. Accounts registered by “bots” or other automated methods are not permitted.
The Customer undertakes to :
- acquire the necessary hardware and software, and to subscribe to telecommunications services (internet access) required to remotely use the Service. The costs for such equipment and for Internet access services are exclusively borne by the Customer;
- ensure that the Customer is trained to use the Service and Internetbased technologies;
- maintain the security of the Account and the related password;
- accurately transmit, under his/her/its sole responsibility, all information required for the performance of the Agreement and warrants the accuracy of such information. The Customer hence commits to report any change to these information;
- pay the contractual fees under the conditions set out in the Agreement;
- respect CleverBiz’s intellectual property rights;
- refrain from using the Service in conditions that may impair the functioning or safety of the Service;
- refrain from modifying, adapting or hacking the Service or modify another website so as to falsely imply that it is associated with the Service, or with CleverBiz;
- refrain from uploading, or transmitting unsolicited email or “spam” messages;
- refrain from reproducing, duplicating, copying, selling, reselling or exploiting any portion of the Service, use of the Service, or access to the Service without the written permission by CleverBiz;
- refrain from transferring to his/her/its Account data that may:
- impair the functioning of the Service;
- contain or be likely to contain viruses or any code of a destructive nature;
- be of an illegal nature, contrary to the laws or regulations in force, contrary to morality (pornography, violence, etc.) or infringing third parties’ rights, including (without limitation) intellectual property rights and the right to privacy.
Accordingly, the Customer is responsible for any damages such data could cause to CleverBiz, to a third party, to the Service and will hold CleverBiz harmless against any claims that may be brought against CleverBiz by a third party because of such data and, more generally, the Customer’s use of the Service. While the Agreement prohibits such conduct and Content on the Service, the Customer understands and agrees that CleverBiz cannot be held responsible for the uploaded Documents and Customer’s data submitted to the Service. The Customer therefore agrees to use the Service at his/her/its own risk.
CleverBiz may remove Accounts and all associated uploaded Documents and Customer Data that contains data that CleverBiz considers in its sole discretion as unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any Party’s intellectual property right(s) or the Agreement.
The Service is provided on an “as is” basis and “as available” basis. The Service shall not substitute any other function in the Customer’s organization. The information given by CleverBiz is provided solely for the use of the Service but not for the Customer’s organization. CleberBiz has an obligation of means and does not provide any implicit or explicit warranty as to the use of the Service.
The use of the Service is provided at the Customer’s sole risk. The Customer understands that the technical processing of the uploaded Documents, including the Contacts, Contact Information, and all other Customer Data may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
CleverBiz does not warrant that (i) the Service will meet the specific requirements of the Customer, (ii) the Service will be uninterrupted, timely, secure, or errorfree, (iii) the results that may be obtained from the use of the Service will be accurate or reliable, (iv) the quality of any information, or other material obtained by the Customer through the Service will meet the Customer’s expectations, and (v) any errors in the Service will be corrected.
Contacts, Contact Data and uploaded Documents is kept by CleverBiz for a period of 180 calendar days maximum by default. Therefore, it is the Customer’s responsibility to ensure the storage and registration of his/her/its Customer Data. CleverBiz shall not be held responsible for any loss of Contacts, Contact Data, uploaded Documents or Customer Data.
CleverBiz might block the Customer’s Account in the event that the Customer went over the limit of the Subscribed Plan. CleverBiz excludes any liability for the suspension of the Account.
The Customer understands that CleverBiz uses third party vendors and hosting partners to provide the necessary hardware, software, networking, billing, storage, and related technology required to run the Service.
The Customers also understands that, while the Collect Solution offers tools to easily set up a connection with such systems, API (Application Programming Interface)s are published and maintained by an independent provider other than CleverBiz. The Customer is therefore solely liable as to the transfer, the download or any use of the data sent to or through an API (Application Programming Interface), excluding any liability of CleverBiz. The Customer is aware that he/she/it may have to enter into a specific and separate agreement as to the use of the API (Application Programming Interface).
CleverBiz excludes any liability in the events of:
- a downgrading of the Service;
- loss of uploaded Documents or any other Customer Data, features, or capacity of the Customer’s Account;
- a modification, price change, suspension or discontinuance of the Service;
- a loss or damage from Customer’s failure to comply with the Customer’s undertakings, including his/her/its security obligation;
- concerning use of uploaded Documents or any other Customer Data.
The Customer expressly understands and agrees that CleverBiz shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if CleverBiz has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute services resulting from any services purchased through or from the Service; (iii) unauthorized access to or alteration to the Customer’s Account; (iv) statements or conduct of any third party on the Service; (v) or any other matter relating to the Service.
In any case, the overall liability of CleverBiz is strictly limited to the overall fees paid by the Customer for the ongoing Subscribed Plan.
10. TERMINATION FOR BREACH
Breach(es) of any of the terms and conditions of the Agreement by the Customer will result in the termination of the Agreement and the closing of the Customer’s Account. Should the Customer fail to remedy the said breach within seven (7) days from the suspension of his/her/its access to the Service, CleverBiz shall be fully entitled to terminate the Agreement with immediate effect and without prior notice. From the termination date, the Customer will no longer be able to use the Service. Data relating to the Customer’s Account will be deleted without the Customer being entitled to any compensation. The Customer shall be solely responsible for the consequences of the termination of the Agreement, in particular in terms of continuity of its internal management and commercial activities.
No amount received in advance by CleverBiz for the Subscribed Plan will be refunded and the Customer shall not be entitled to any compensation whatsoever.
Suspension of the Service and/or termination of this Agreement shall not prevent or otherwise impede the claim(s) CleverBiz may present as a result of the Customer’s breach(es).
11. INTELLECTUAL PROPERTY RIGHTS
11.1. CLEVERBIZ ownership and undertakings
All intellectual property rights on the Collect Solution and all content available on the Website remain the sole property of CleverBiz. CleverBiz warrants that it has developed the Collect Solution and owns the intellectual property rights to the Collect Solution and all elements used to provide the Service.
CleverBiz undertakes not to claim any ownership on the uploaded Documents, Contacts and Contact Information processed through the Service, which remain the sole property of the Customer.
11.2. The Customer’s ownership and undertakings
The Customer remains the owner of all uploaded Documents, Contacts and Contact Information provided by the Customer.
The Customers undertakes to refrain from any act or behavior that may directly or indirectly affect the intellectual property rights owned by CleverBiz, such as but not limited to, the intellectual property rights owned on the Collect Solution, the related trademark and logo used by CleverBiz.
The Customer grants CleverBiz against any claim, demand, suit or proceedings made or brought against CleverBiz by a third party alleging that the Content, the use of the Service in violation of the Agreement, infringes, misappropriates the intellectual property rights of a third party or violates applicable law and regulation. The Customer undertakes to indemnify CleverBiz for any damages awarded against, and for reasonable legal fees (including attorney’s fees) incurred by CleverBiz in connection with any such claim, demand, suit or proceedings, provided that CleverBiz (i) promptly informs the Customer in writing of the claim, demand, suit or proceeding, (ii) gives the Customer the sole control of the defense and settlement of the claim, demand, suit or proceedings (such settlement may be entered to the extend that said settlement releases unconditionally CleverBiz of its liability) and (iii) provides the Customer with all reasonable assistance. All fees incurred will be borne exclusively by the Customer.
CleverBiz and the Customer undertake to keep confidential all information and documents concerning each Party, of any nature whatsoever, to which the relevant Party may have referred to, or provided, during the performance of the Agreement. The above shall not prevent CleverBiz to mention its commercial relationship with the Customer, as provided below.
14. FORCE MAJEURE
CleverBiz uses all technical means which may be reasonably used for the performance of the Service. CleverBiz shall therefore not be held liable in the event that the Service is not available in the case of force majeure, including but not limited to, network failure, strike, natural disaster, earthquake, public telecommunication network failure, failure of Internet connection due to private or public agents to which CleverBiz relies upon.
The Customer waives any right to indemnity of any nature whatsoever in the event of force majeure and CleverBiz shall not be held liable for any cost incurred due to the impossibility to use the Service.
At any time and at its own discretion, CleverBiz reserves the right to assign, subcontract, transfer and / or provide all or part of the rights and obligations subject of the Agreement to a third party in any form whatsoever.
This Agreement constitutes the entire Agreement between the Parties with respect to the subject matter hereof. It supersedes all prior negotiations, contracts, and undertakings between the Parties with respect to such matter.
The fact that one of the Parties did not request the application of any provision of this Agreement shall in no event be deemed or interpreted as a waiver of the right that Party has under this provision.
The Customer allows CleverBiz to mention its company name, logo and the Service provided for commercial purpose only.
16. CHOICE OF LAW AND JURISDICTION
The Agreement is subject to the laws of France. Any dispute, controversy or claim arising under, out of or relating to the validity, interpretation and performance of the Agreement shall be referred to and finally determined by the competent courts of Paris (France).