Terms of sale and subscription

1. Provider and scope

These terms of sale and subscription (the "Terms of Sale") are offered by Ahmed BECHIR EI (individual entrepreneur), trading as DELQUOR, registered with the Trade and Companies Register under number 992 562 728 R.C.S. Vienne, whose establishment is located at 36 Rue Antonio Meucci, 38090 Villefontaine, France, reachable at support@patcharo.com (the "Provider"). The other legal information is in the legal notice.

They apply to paid subscriptions to the Patcharo service described in the terms of use (the "Service"), taken out by professional customers: legal persons, or natural persons acting for purposes within their trade, business, craft or profession (the "Customer"). The Service is not offered to consumers: by subscribing, the Customer declares that it acts for the purposes of its professional activity.

The contract consists, in decreasing order of priority, of: the quote or special terms accepted by both parties; the data processing agreement for personal data; these Terms of Sale; the terms of use; the order summary and the description of the plan in force on the order date. The Customer's purchasing terms apply only if the Provider has accepted them in writing.

The Terms of Sale are available at any time at their own address, in the version applicable to each order, and can be saved or printed.

2. Plans and prices

The plans available on the date of this version are the following (monthly unit prices, excluding taxes):

Plans only limit volume (assets, that is inventoried devices, users, managed customers); all of them give access to all vulnerability information. Each Workspace also holds at most 200 watches. A booster adds assets to the plan it belongs to, and to that plan only. The detailed content of the plans is on the pricing page, which forms part of the price list; in case of difference, the Customer's order summary prevails.

Prices are in euros and exclude taxes. Applicable taxes, in particular value added tax where due, are added in accordance with the regulations in force; their amount is computed at payment and appears on the invoice. The Business MSSP plan is activated on request, at the price shown above; the Enterprise plan is subject to a quote.

3. Free trial

Each new Workspace gets a 14-day free trial, limited to 100 assets and 5 users, with no payment method to provide. The trial never turns into a paid subscription automatically. When it ends, the Workspace becomes read-only: the data remains readable and exportable, and a subscription allows changes again.

A subscription taken out during the trial takes effect and is billed as soon as the payment is confirmed; the remaining trial days are not carried over. The trial is meant for evaluating the Service; it is renewed for the same Customer only with the Provider's agreement.

4. Subscription and formation of the contract

The Solo and Team plans are subscribed online, from Settings › Plan and billing, by the owner of the Workspace, after a new identity check. Before paying, the Customer reviews a summary stating the plan, its price excluding taxes, its period and the renewal and termination rules; it ticks the box by which it accepts the Terms of Sale and the data processing agreement and declares that it acts for the purposes of its professional activity. It is then directed to Stripe's secure payment page, where it enters its payment method and billing address and may give its VAT number; the amount of taxes is shown there before confirmation.

The contract is formed when Stripe confirms the payment. The subscription is then activated in the Workspace, normally within seconds. The acceptance of the Terms of Sale is recorded with their version, its date and its language, and remains visible in Settings › Legal information.

The Business MSSP and Enterprise plans, and any subscription while online payment is not open, are requested at contact@patcharo.com. The Provider sends a quote stating the price, limits, term and payment conditions; the subscription is activated once the quote is accepted.

5. Invoicing and payment

Subscriptions taken out online are payable in advance, for each monthly period, by card, through the Stripe payment solution (Stripe Payments Europe, Limited). Payment is charged automatically at subscription and then at each renewal. Invoices are issued electronically and can be downloaded at any time from Settings › Plan and billing › Payment and invoices.

Invoices issued on a quote are payable within the period stated in the quote and on the invoice, within the statutory limits; failing that, within thirty days of performance. No discount is granted for early payment.

Any amount unpaid when due bears, automatically and from the following day, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, as well as a fixed indemnity of 40 euros for recovery costs (articles L. 441-10 and D. 441-5 of the French Commercial Code). Additional compensation may be claimed, with supporting evidence, when the recovery costs incurred exceed that amount.

If a payment fails, the subscription shows "Payment overdue" and access is kept during the new payment attempts. If the payment is not settled, the subscription ends and the Workspace becomes read-only, its data being kept. The Provider may also suspend access after a formal notice that remains without effect for fifteen days.

6. Term and renewal

A subscription taken out online is concluded for a one-month period from the confirmation of payment. It renews automatically for successive one-month periods, at the price in force, until terminated. It carries no commitment beyond the current period. The term of a subscription on a quote is the term of the quote.

7. Plan changes, boosters and price changes

The owner can switch from the Solo plan to the Team plan, or back, and add or remove a booster, from Settings › Plan and billing. The change applies immediately; the price difference for the current period is prorated and carried to the next invoice. Boosters belong to a plan and are removed when switching plans. A smaller plan deletes no data: above its limits, existing assets and members remain, but nothing can be added while usage exceeds the plan.

The Provider may change its prices for the future. The new price is notified by e-mail to the owner at least 30 days before it applies; it applies from the first period after that date. A Customer who refuses it can terminate its subscription before that date.

8. Termination

The Customer can terminate its subscription at any time, without reason or fee, from Settings › Plan and billing › Payment and invoices. The termination is confirmed on screen with its effective date: it takes effect at the end of the current monthly period, until which the Service remains available; that period, already paid, is not refunded. The Workspace then becomes read-only and its data is kept.

Terminating the subscription, deleting the Account and erasing data are distinct: termination erases no data, and the Account of the owner of a subscribed Workspace can only be deleted after the subscription is terminated.

Either party may terminate the contract for a serious breach by the other that remains unremedied fifteen days after a formal notice. The Provider may also end a subscription without reason with 30 days' notice; it then refunds the part of the price paid for the period after the end of the subscription.

As subscriptions are reserved for professionals, the right of withdrawal provided by the French Consumer Code does not apply.

9. Reversibility, portability and switching provider

The Customer can download at any time, from Settings › Workspace (owners and administrators), a complete copy of the Workspace's exportable Customer Data in JSON, structured and machine-readable: inventory, watches, remediation actions and their history, alerts, members, invitations and the audit log, with the open findings at the time of the export. It can also export as CSV its inventory, the vulnerabilities that concern it, its actions and its exceptions, and, for an MSSP Account, the summary of its Managed Customers. On written request to contact@patcharo.com, the Provider assists it with any data these exports would not cover.

To switch provider or take back its data, the Customer may request at any time the transfer of its data to another provider or to its own systems, or its erasure; the request takes effect no later than two months after it is notified. The Provider delivers the export, with the reasonable assistance the switch requires, within thirty days of that date; if that period is technically impossible to meet, it notifies the Customer within fourteen working days of the request, with its reasons, and proposes a period that may not exceed seven months. The Customer may extend the transfer period once.

The contract ends when the transfer is completed or, if the Customer requests erasure without transfer, when its request takes effect. The data remains retrievable for at least thirty days after that date; the Provider then erases all exportable data and digital assets produced by the Customer, subject to statutory retention obligations. No fee is charged for the export, the transfer or the switch.

10. Support

Support is provided by e-mail at support@patcharo.com, in French or English. The Provider replies as soon as possible, with no committed response time unless a quote provides otherwise.

11. Warranties

The Provider supplies the Service as described, with professional diligence, under an obligation of means. It warrants that it holds the rights needed to supply it. The limits inherent in vulnerability intelligence, described in the terms of use, apply to subscriptions.

The Customer reports any malfunction to support with the information needed to reproduce it; the Provider fixes it within a reasonable time given its severity. If an essential feature of the plan is removed, the Customer may terminate without fee and obtain a refund of the part of the price paid for the remaining period.

12. Liability

Each party is liable for direct damage caused by its proven breaches. The Provider is not liable for indirect losses, such as loss of revenue, customers or reputation, nor in the situations described in the "Liability" section of the terms of use.

The Provider's total liability under the contract, all causes combined, is limited to the amount excluding taxes actually paid by the Customer for the Service during the twelve months preceding the event giving rise to liability. This limit does not apply in case of gross negligence or wilful misconduct, personal injury, or where the law forbids it.

13. Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of article 1218 of the French Civil Code. Performance is suspended while the event lasts; if it lasts more than thirty days, either party may terminate the contract without compensation.

14. Confidentiality and subcontracting

Each party keeps confidential the other party's non-public information it learns while performing the contract, in particular Customer Data, during the contract and for five years after it ends. Information that is a trade secret stays protected as long as it keeps that character, and personal data as long as the law requires, beyond those five years where needed.

The Provider relies on technical providers (hosting, database, e-mail delivery, payment), listed on the Sub-processors page. It remains liable to the Customer for the performance of the contract.

15. Personal data

The Provider processes the personal data contained in Customer Data as a processor, under the data processing agreement, which forms part of the contract. Billing and payment data is processed by the Provider and by Stripe as described in the privacy policy.

16. Changes to the Terms of Sale

The Provider may update the Terms of Sale. Any new version is notified by e-mail to the owner of the subscribed Workspace at least 30 days before it applies, and its acceptance is requested in the application. Failing acceptance, the Customer may terminate without fee before the effective date; until the subscription ends, the version previously accepted continues to apply.

17. Governing law and disputes

The contract is governed by French law. In case of disagreement, the parties first seek an amicable solution; the Customer sends its complaint in writing to support@patcharo.com.

Failing an amicable settlement, any dispute relating to the formation, performance or termination of the contract between the Provider and a Customer who is a trader (commerçant) falls under the exclusive jurisdiction of the competent court for the place where the Provider's establishment is located, including in case of multiple defendants, third-party claims or summary proceedings. For other Customers, the competent court is determined by the statutory rules.

The Terms of Sale are offered in French and English; in case of discrepancy, the French version prevails.