General Terms of Sale (GTS) — Professional Customers

1. Scope and basis of the commercial relationship

These GTS apply to any order, subscription or renewal of a subscription to the CloseHunt platform entered into by a Customer acting exclusively for professional purposes, in the course of its business. CloseHunt does not address consumers within the meaning of the French Consumer Code. The Customer acknowledges that it acts as a professional and, where applicable, as a merchant (commerçant).

In accordance with Article L441-1 III of the French Commercial Code, these GTS constitute the sole basis of the commercial relationship. They prevail over any other document issued by the Customer, including its own general terms of purchase, purchase orders or correspondence, which are expressly excluded, even where CloseHunt has not raised any explicit objection. Any departure from these GTS must be the subject of an express written agreement by CloseHunt.

The contract is concluded at a distance, by electronic means, and between professionals. Subscription entails full and unreserved acceptance of these GTS, the ToU, the AUP and the DPA, which the Customer declares having read and understood. In accordance with Article L441-1 II of the French Commercial Code, these GTS are communicated on a durable medium to any professional buyer who so requests.

In the event of conflict between the contractual documents, the order of precedence is as follows: (i) the order form for specific commercial terms, (ii) the DPA for data-protection matters, (iii) these GTS for the terms of sale, then (iv) the ToU and the AUP. The DPA prevails for any matter relating to the processing of personal data.

2. Definitions

For the purposes of these GTS, the following terms have the meanings set out below:

• "Platform" or "Service": the SaaS software solution published by CloseHunt, together with its interfaces, APIs, AI models, multichannel features and associated documentation.
• "Customer": the legal entity or professional that subscribes to a subscription for purposes relating to its business activity.
• "Subscription": the right to access and use the Platform for a fixed term, according to the pricing plan subscribed.
• "Credits": the consumption units deducted in respect of use of the Service and chargeable operations (in particular enrichment, sends, AI processing), as described in Article 5.
• "Plan": the pricing offer subscribed (subscription tier, included credit volume, features).
• "Customer Data": all data submitted or targeted by the Customer, including the personal data of prospects and contacts.
• "Documentation": the technical and functional documentation made available by CloseHunt.
• "ToU", "AUP", "DPA": respectively the Terms of Use, the Acceptable Use Policy and the Data Processing Agreement, which are incorporated into the contract.

3. Offers, plans and price schedule

CloseHunt offers several subscription plans, the details of which (tiers, included credit volumes, features, billing frequency) are set out on the Platform or in the applicable order form at the time of subscription. As the Service may be adapted to the Customer's needs, the price may result either from the published standard price schedule or from a detailed quotation issued on request specifying the method of determining the price, in accordance with Article L441-1 of the French Commercial Code.

All prices are stated in euros and exclusive of tax (HT, excluding VAT). Value-added tax (VAT) at the applicable statutory rate, together with any other applicable tax or levy, is added to the pre-tax price and is payable by the Customer. For Customers established in the European Union and holding a valid intra-EU VAT number, the reverse-charge regime may apply under the conditions provided by the applicable regulations.

The applicable schedule of unit prices, the included credit volumes and any price reductions are those in force on the date of the order. CloseHunt reserves the right to offer reductions, discounts or promotional rates on terms it determines.

4. Order and subscription

Subscription is made online via the Platform or by signing an order form. The Customer warrants that the information provided upon subscription is accurate, complete and up to date, and that the person subscribing has authority to bind the Customer.

The order is firm and final upon its electronic confirmation. CloseHunt reserves the right to refuse or suspend any order from a Customer with a prior payment dispute, or in the event of a reasonable suspicion of use that does not comply with the ToU or the AUP.

Subscription to a paid Subscription may be preceded by a trial period, the terms and duration of which are specified at the time of the offer. At the end of the trial period, the paid Subscription takes effect according to the announced terms, unless the Customer cancels before the trial period expires.

5. Credits and consumption

The Service is based on a credit-consumption model. Credits are units deducted progressively as the Service is used and as chargeable operations are performed, in particular data-enrichment operations carried out through the third-party enrichment providers configured by the Customer, message sends across the various channels, AI processing (content generation, handling of inbound replies) and other resource-consuming operations, according to the consumption schedule in force.

Each Plan includes a defined volume of credits, allocated for the relevant subscription period. Unless expressly stated otherwise, the credits included in a Plan are valid for the duration of the period to which they relate and are not carried over to the following period; they expire at the end of the period. Included credits are consumed before any separately purchased additional credits.

The Customer may, where applicable, purchase additional credits ("top-ups") billed according to the schedule in force. Credits, whether included in a Plan or purchased separately, do not constitute currency, are not convertible into cash and give rise to no refund, subject to applicable mandatory provisions.

Credit consumption depends on the Customer's actual use of the Service and its own settings (volumes, channels enabled, enrichment providers configured). The Customer is solely responsible for managing its consumption. CloseHunt provides usage indicators for guidance only, which do not constitute a guarantee of real-time accuracy.

6. Conditions and methods of payment

Subscriptions are payable in advance, by automatic charge via the payment provider Stripe (category "Payment (Stripe)"), using a valid payment method that the Customer undertakes to keep active throughout the term of the Subscription. The Customer authorizes CloseHunt, through Stripe, to charge the registered payment method for the amount of each Subscription installment and any additional credits purchased.

The Subscription is billed at term according to the chosen frequency (monthly or annual) and renews automatically by tacit renewal for successive periods of identical duration, unless cancelled by the Customer under the conditions set out in Article 11. The charge is taken on each renewal date.

To stop automatic renewal, the Customer must cancel its Subscription from the account-management area on the Platform, or by written request sent to [email protected], before the expiry date of the current period. Cancellation takes effect at the end of the current, already-paid subscription period, in accordance with Article 11.

Each invoice is issued and made available to the Customer electronically. In accordance with Article L441-9 of the French Commercial Code, each invoice states the date or term of payment, the rate of late-payment penalties and the amount of the fixed recovery-cost indemnity.

7. Payment deadline

Sums due are payable on the due date shown on the invoice. As the Service is payable in advance by automatic charge, payment occurs on the subscription date and then on each renewal date of the Subscription.

For the rare cases where invoice-based billing is agreed by way of exception, the payment deadline is set at thirty (30) days from the invoice issue date, and may not exceed the statutory maximum deadlines set by Article L441-10 of the French Commercial Code, namely sixty (60) days from the invoice issue date, or forty-five (45) days end of month where such a deadline is expressly stipulated.

No payment may be subject to unilateral set-off by the Customer, nor be made conditional upon any complaint or dispute relating to the Service.

8. Late-payment penalties, recovery indemnity and early-payment discount

In accordance with Article L441-10 I of the French Commercial Code, any late payment automatically gives rise, from the day following the due date shown on the invoice and without any prior reminder being necessary, to the application of late-payment penalties. The rate of these penalties equals three (3) times the statutory interest rate in force, and may not be lower than this legal minimum. Penalties accrue until full payment of the sums due.

In accordance with Articles L441-10 II and D441-5 of the French Commercial Code, any sum unpaid on its due date gives rise, automatically and without formality, to a fixed indemnity for recovery costs of forty (40) euros per unpaid invoice. Where the recovery costs actually incurred exceed this fixed amount, CloseHunt may claim additional compensation, upon supporting evidence.

EARLY-PAYMENT DISCOUNT: no discount is granted for early payment, in accordance with Article L441-9 of the French Commercial Code.

The late-payment penalties, the fixed recovery indemnity and the absence of any early-payment discount are restated on each invoice issued by CloseHunt.

9. Suspension for non-payment

In the event of default or late payment on the due date, and in particular in the event of a failed automatic charge, CloseHunt reserves the right, after a reminder has remained unsuccessful for a reasonable period, to suspend automatically the Customer's access to all or part of the Service, without prejudice to the late-payment penalties and recovery indemnity due, and without such suspension giving rise to any liability on the part of CloseHunt.

Suspension does not terminate the Subscription and does not release the Customer from paying the sums due in respect of the relevant period. Access to the Service is restored after full settlement of the sums due, including the penalties and the recovery indemnity.

Where the payment default persists beyond thirty (30) days following suspension, CloseHunt may terminate the Subscription automatically under the conditions of Article 11, without prejudice to any recovery or damages claim.

10. No right of withdrawal

The Customer contracts as a professional, within the field of its main activity. Consequently, the fourteen (14) day right of withdrawal provided by Articles L221-18 et seq. of the French Consumer Code for the benefit of consumers and non-professionals does not apply.

As the contract is concluded at a distance and by electronic means, and not off-premises, the public-policy exception provided by Article L221-3 of the French Consumer Code — which extends certain protections, including the right of withdrawal, to certain small professionals — does not in principle apply, since one of its cumulative conditions (conclusion off-premises) is not met.

Solely for the residual scenario in which all the cumulative conditions of Article L221-3 of the French Consumer Code were actually met (contract concluded off-premises, subject matter falling outside the Customer's main field of activity, and Customer employing no more than five employees), the corresponding mandatory provisions would apply by operation of law. These GTS may not be construed as a waiver of that public-policy right.

11. Term, renewal and termination

The Subscription is taken out for the term corresponding to the chosen frequency (monthly or annual). It renews tacitly for successive periods of identical duration, in accordance with Article 6, unless terminated by either party.

The Customer may cancel its Subscription at any time from the account-management area or in writing to [email protected]. Cancellation stops automatic renewal: the Subscription, and access to the Service, continue until the end of the current, already-paid period, at the end of which they cease without any further charge.

CloseHunt may terminate the Subscription automatically, immediately and without compensation, in the event of a serious breach by the Customer, in particular in the event of a breach of the ToU or the AUP, unlawful or abusive use of the Service, a threat to security or deliverability, or persistent non-payment under the conditions of Article 9. For ordinary breaches capable of being cured, termination will occur after a formal notice has remained without effect for a reasonable period, in accordance with Articles 1224 to 1230 of the French Civil Code.

Upon termination of the contract, for any reason whatsoever, the right to use the Service ends and the Customer's access is disabled. The Customer has a window to export its Data under the conditions provided in the DPA, at the end of which the Data is returned or deleted in accordance with the DPA. Sums already paid in respect of the current period remain acquired, subject to Article 12.

12. Refunds

Save for any mandatory legal provision to the contrary, sums paid in respect of the Subscription and credits give rise to no refund, whether total or partial. In particular, no pro-rata reduction or refund is due in the event of cancellation by the Customer mid-period, under-use of the Service, non-consumption of included credits, or deactivation of the account at CloseHunt's initiative for a breach by the Customer.

Credits, whether included in a Plan or purchased separately, are non-refundable and give rise to no monetary equivalent, subject to applicable mandatory provisions.

This no-refund policy applies without prejudice to any rights the Customer may have under mandatory legal provisions from which it cannot validly be derogated.

13. Price changes

CloseHunt reserves the right to modify its prices, its price schedule and the content of its Plans at any time. The prices applicable to a current Subscription are those in force on the date of subscription for the paid period.

Any price change applicable to the renewal of a Subscription is notified to the Customer by an appropriate means (in particular by email or via the Platform) with reasonable notice before the relevant renewal date. A Customer that does not accept the new pricing may cancel its Subscription under the conditions of Article 11 before the change takes effect. Continued use of the Service after the change takes effect constitutes acceptance of the new price.

Price changes do not apply retroactively to periods already paid.

14. Complaints

Any complaint relating to an invoice, a charge or the performance of the Service must be sent in writing to [email protected] within a reasonable time from the occurrence of the triggering event, specifying the references of the relevant order or invoice.

Filing a complaint does not suspend the enforceability of the sums due or the Customer's payment obligations. CloseHunt endeavours to handle complaints within a reasonable time.

Prior to any contentious action, and without this constituting an obligation, the parties may resort to a mediation procedure, in particular before the Médiateur des entreprises (French business ombudsman).

15. Personal data

The processing of personal data within the framework of the Service is governed by the Data Processing Agreement (DPA), which supplements these GTS and the ToU, as well as by CloseHunt's Privacy Policy.

For the personal data of prospects and contacts that the Customer uploads, imports or targets by means of the Service, the Customer acts as data controller and CloseHunt acts as processor, acting solely on the Customer's documented instructions, in accordance with Article 28 of the GDPR. The Customer is solely responsible for the lawfulness of the collection and use of such data and of the resulting outreach activities.

For data relating to the Customer's account, billing and use of the Service, CloseHunt acts as data controller, under the conditions described in its Privacy Policy.

CloseHunt acts as a neutral tooling provider: it makes available compliance features (recording and honouring opt-outs, suppression, logging of consent and opt-outs, export and erasure in respect of data-subject rights), without determining the recipients or the lawful basis of the outreach. For any data-protection question, the Customer may write to [email protected] or [email protected]. The public opt-out page is available at https://closehunt.io/opt-out.

16. Sub-processors

To provide the Service, CloseHunt uses sub-processors, disclosed by category of function, the detailed list of which is set out in the DPA. The categories of sub-processors are as follows:

• Cloud hosting / infrastructure (Scaleway SAS, France/EU);
• AI inference (OpenAI, Anthropic);
• Payment (Stripe);
• Email deliverability infrastructure;
• Social and instant-messaging infrastructure;
• SMS gateway;
• Voice-calling infrastructure.
• The third-party enrichment providers configured by the Customer are contracted directly by the Customer, who assumes the relationship and its compliance; CloseHunt acts towards them only as a mere technical conduit and is not answerable for them.

17. Governing law and jurisdiction

These GTS are governed by French law, to the exclusion of any conflict-of-laws rule leading to the application of another law. The General Data Protection Regulation (GDPR) applies to the processing of personal data.

The following clause is specified in a highly conspicuous manner in order to satisfy the requirements of Article 48 of the French Code of Civil Procedure.

• ANY DISPUTE RELATING TO THE FORMATION, VALIDITY, INTERPRETATION, PERFORMANCE OR TERMINATION OF THESE GTS SHALL, BETWEEN MERCHANTS, FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT (TRIBUNAL DE COMMERCE) OF [VILLE_SIEGE], NOTWITHSTANDING A PLURALITY OF DEFENDANTS OR THIRD-PARTY PROCEEDINGS, INCLUDING FOR URGENT, INTERIM OR EX PARTE PROCEEDINGS.
• This jurisdiction clause applies only between professional merchants and may not be enforced against a non-merchant. Failing that, jurisdiction shall be determined according to the rules of ordinary law.

18. Miscellaneous

Should any provision of these GTS be declared void, inapplicable or deemed unwritten pursuant to a mandatory provision, in particular Articles 1170 or 1171 of the French Civil Code or Article L442-1 of the French Commercial Code, that provision shall be reduced to the extent strictly necessary to render it valid, and the other provisions shall retain their full effect.

CloseHunt's failure to enforce any provision hereof at a given time shall not constitute a waiver of its right to enforce it subsequently. The Customer may not assign or transfer the contract without CloseHunt's prior written consent; CloseHunt may freely assign or transfer the contract to an affiliate or in connection with a restructuring, merger or asset-sale transaction.

These GTS, together with the ToU, the AUP, the DPA and, where applicable, the order form and the Privacy Policy, constitute the entire agreement between the parties in relation to its subject matter and supersede any prior agreement or exchange. For any legal matter, the Customer may write to [email protected].