DRAFT — PO validation required (D-7) before publication.
Document revision: v1.2 (draft). Acceptances of these Terms recorded before this revision, when ordering domain names, carry the identifier “v1.0”; earlier versions are available on request at privacy@mysmartbusiness.eu.
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, enabling the activation of Modules and Tiers (Module Credits, Article 5.2). SMS/email sending credits and the monetary balance, governed by Article 5.5, are not Credits within the meaning of this definition.
- "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. Module Credits. The Credits allocated by the plan enable the activation of Modules and Tiers, according to cumulative per-tier pricing displayed on the Platform. These Module Credits have no monetary value, are neither refundable nor transferable, and cannot be converted into cash. They are distinct from the SMS/email sending credits and the monetary balance described in Article 5.5.
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 hours after the request. The Client requests deactivation from its account. Deactivation is scheduled twenty-four (24) hours after the request, then carried out by an automated task scheduled to run hourly; completion may therefore occur after this minimum period. Until completion, the Module remains active and the associated Credits remain allocated to it. The Client may cancel the request while it is pending. The associated Credits are restored to the Client's balance when deactivation is completed, 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. Core Modules of the Platform cannot be deactivated. A change of Tier for the Module cancels the pending request. If the Credits allocated to the Module have changed between the request and its completion, the request is cancelled and the Module remains active; the Client may then submit a new request.
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.
Sending credits and monetary balance. Monthly SMS/email allocations are consumable sending units: the unused part of the previous allocation is removed at the monthly reset and does not roll over. Separately purchased SMS/email credit packs are preserved at that reset; they are neither refundable nor convertible into cash. The monetary balance expressed in euros, arising in particular from affiliate commissions or credits to the Client's account, is distinct from Module Credits and sending units; it may be used for payments offered on the Platform under the conditions displayed there. Where it is used to pay an amount in another currency, that amount is converted into euros at the exchange rate of the day of payment. Affiliate commission payouts remain governed by Article 14.5. On termination, unused sending credits and packs are forfeited; the remaining monetary balance is refunded on request to support within thirty (30) days of the effective termination date, subject to Article 14.5 for affiliate commissions.
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 via the payment provider Stripe, or by debiting the Client's monetary balance described in Article 5.5 where the Platform offers it, including for subscription renewal. 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. For an annual subscription, the agreed subscription price is maintained until the end of the current annual period. A revised price may apply only upon a renewal occurring after the applicable notice period has expired. The Client may give notice of termination before renewal to avoid the revised price; termination takes effect at the end of the current period, under Articles 13.2 and 15.2.
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.).
10.4. Switching providers and exit — DRAFT TO BE VALIDATED BY A LAWYER. This draft sets out the rights and obligations to be provided for where the Services concerned fall within Chapter VI of Regulation (EU) 2023/2854 (the “Data Act”), in particular Articles 25 and 26. The classification of the Services, operational arrangements and items flagged below remain subject to validation and completion before publication. This draft does not state that a complete switching process, exports or a register have been delivered. Its draft status and the product's current limitations do not suspend or restrict directly applicable mandatory rights. The contract and its annexes must be made available to the Client before conclusion in a form that the Client can store and reproduce.
a) Request and Client's choice. The Client sends its written request to privacy@mysmartbusiness.eu, identifying its account and the Services concerned. It may choose to switch to another provider, supplying the necessary details of that provider, to port its exportable data and digital assets to its own ICT infrastructure, or to have them erased upon service termination without switching providers. It may notify these choices at the latest upon expiry of the notice period below.
b) Notice, transition and extensions. The notice period for initiating switching shall not exceed two (2) months from the request. Switching is carried out without undue delay, during a transitional period starting after that notice period and limited to thirty (30) calendar days, during which the service contract remains applicable. If that duration is technically unfeasible, the Provider informs the Client within fourteen (14) working days of the request, duly justifies the unfeasibility and indicates an alternative transitional period, which shall not exceed seven (7) months, with service continuity maintained throughout. Independently of that extension justified by the Provider, the Client has the right to extend the transitional period once for a duration it considers more appropriate for its own purposes.
c) Assistance and security. The Provider gives reasonable assistance to the Client and third parties it authorises, together with the information relevant to its exit strategy. It acts with due care to maintain business continuity and continues the functions or services provided for in the contract during the transition. It clearly informs the Client of known risks to continuity of its own functions or services and maintains a high level of security during switching, data transfer and the retrieval period. This clause does not grant a general guarantee of functional equivalence between SaaS applications.
d) Exportable scope and exclusions. The contract includes an exhaustive inventory of categories of data and digital assets that can be ported, including at least all exportable data within the meaning of the Data Act, in particular input and output data and metadata generated by use of the Services that fall within that definition. Any category specific to the Provider's internal functioning excluded to protect its trade secrets is exhaustively identified and justified; those exclusions may not impede or delay switching. [TO BE COMPLETED BEFORE PUBLICATION: an inventory by Service of exportable categories and digital assets, together with justified internal exclusions. This reference alone does not provide a complete inventory.]
e) Procedures, formats and register. The Provider supplies the available switching and porting procedures and methods, usable formats, and known restrictions and technical limitations. It also supplies a reference to an up-to-date online register hosted by it, detailing the structures and formats of exportable data, relevant standards and open interoperability specifications. [TO BE COMPLETED BEFORE PUBLICATION: verified procedures, formats actually available, limitations and the actual address of the online register. This draft guarantees neither a URL nor the availability of additional exports.]
f) Contract termination and notification. The contract for the Services concerned is considered terminated upon successful completion of switching where that option is chosen, or upon expiry of the notice period if the Client chooses erasure without switching providers. The Provider notifies the Client of that termination. The retrieval rights and security and erasure obligations below continue according to their own deadlines.
g) Retrieval and erasure. After the end of the agreed transitional period, including its applicable extension, the Client benefits from a data retrieval period of at least thirty (30) calendar days. Once switching has been completed successfully, all exportable data and digital assets generated directly by the Client or relating directly to it are fully erased upon expiry of that retrieval period, or on a later agreed date. Erasure covers the copies and backups concerned: the archive taken before erasure and the Platform's encrypted backups, which are not used to continue the service, are deleted no later than thirty (30) days after that erasure, in accordance with Article 13.4. Separate statutory retention obligations continue to apply only to the data concerned, with their own justification and duration.
h) Charges. This clause introduces no new charge. Any reduced switching charges permitted before 12 January 2027 must be disclosed before the contract is concluded and may not exceed the costs directly linked to switching, in accordance with Article 29 of the Data Act. From 12 January 2027, no switching charge, including data egress charges associated with switching, may be imposed. No early termination fee is payable when switching provider. Amounts already paid for a subscription period that has begun remain with the Provider, without a pro rata refund (Article 6.5), subject to mandatory statutory provisions; this absence of refund is distinct from switching charges.
i) Relationship with other clauses. Maintaining the previous version of the Terms and price during a current annual period, termination at the end of the period, the absence of a pro rata refund and the timetable in Article 13.4 may not restrict mandatory switching and retrieval rights. The notice, transition and retrieval periods above have their own starting points and cannot be reduced to a single thirty-day period after termination. Financial consequences and the interaction of retention obligations must be validated by a lawyer, without making the exercise of mandatory rights conditional on that validation.
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.
The Provider immediately informs the Client if, in its opinion, an instruction infringes the GDPR or other Union or Member State data protection provisions.
11.3. Sub-processors and other recipients. The Client's general authorisation covers the following providers insofar as they act as sub-processors for the processing activities entrusted to them: Hetzner, Cloudflare R2, Mailgun, Migadu, BulkGate, Mobica, OpenAI, Microsoft (Azure AI Translator), Ploi and Stripe. The Privacy Policy specifies their respective tasks and roles. Google (Web Risk and Google Wallet) and Apple (Apple Push Notification service) are also recipients when the corresponding features are used; their tasks, the data they receive and their roles, which depend on the terms applicable to those services, are set out in the Privacy Policy. OpenRouter is also an active recipient for AI-assisted domain name suggestions; its role and the processing chain involving model providers depend on the applicable agreements, described in the Privacy Policy. Stripe also acts as an independent controller for its own purposes; Internet.bs, Gandi and the domain registries act as separate controllers for their registration activities. Their inclusion among recipients does not make them sub-processors for all their activities. The Provider informs the Client in advance of any intended addition or replacement of a sub-processor, giving it the opportunity to raise reasonable objections; failing agreement, the Client may terminate the subscription concerned. The Provider imposes on each sub-processor, by contract or other legal act under Union or Member State law, the same data protection obligations as those set out in this Article, including sufficient guarantees for appropriate technical and organisational measures. Where a sub-processor fails to fulfil its data protection obligations, the Provider remains fully liable to the Client for the performance of that sub-processor's obligations, in accordance with Article 28(4) of the GDPR, within the limits of Article 12, except where the law prohibits limiting that liability.
11.4. Transfers outside the EU. The Provider undertakes to govern transfers of personal data to third countries in accordance with Chapter V of the GDPR, using a mechanism applicable to the recipient and transfer concerned, together with the necessary safeguards. The mechanisms and safeguards must be verified for each transfer. Section 5 of the Privacy Policy describes the information available and the matters still to be documented. Reference to standard contractual clauses (SCC) does not mean that such clauses have already been concluded with every recipient.
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 and erasure. From the effective date of termination, the Client's environment and operational data are retained for thirty (30) days to allow their retrieval using the available export procedures. Once that period has elapsed, the Provider erases the environment and operational data. An archive with restricted access, taken before the erasure, is deleted thirty (30) days after the erasure and is not used to continue the service. The Platform's encrypted backups, deleted thirty (30) days after they are taken, may contain this data for up to thirty (30) days after the erasure. Invoicing records and strictly necessary accounting data remain retained for ten (10) years, in accordance with Article 13.5; any other mandatory statutory retention obligation applies only to the data concerned, with its own justification and duration. This timetable does not restrict the mandatory rights referred to in Article 10.4 or the rights of a domain name holder, which remain protected in accordance with the Domain Name Registration Policy.
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. For an annual subscription, the previous version remains applicable throughout the current annual period, until its expiry. The amended version may apply only upon a renewal occurring after the applicable notice period has expired. Continued use during the current annual period after notification does not, by itself, bring the amended version into effect before that expiry.
15.2. If the Client does not accept the amendments, it may give notice of termination before they become applicable to its subscription, with effect at the end of the current period. For an annual subscription, this prevents renewal and does not end the current annual period early; the previous version continues to govern that period. Refusal of the amendments does not entitle the Client to a pro rata refund of the current period, subject to the mandatory statutory provisions referred to in Article 6.5. Continued use after the amended version becomes applicable to the Client's subscription constitutes acceptance of that version, subject to the annual-period protection set out in Article 15.1.
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.