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The purpose of these General Terms and Conditions of Sale (hereinafter the "T&Cs") is to define the commercial, financial and contractual conditions applicable to the subscription and provision of Power Prompt Services by Digital Business Services S.à r.l. (hereinafter "DBS") to its Professional Customers. "Power Prompt" means the SaaS software solution, platform and associated Services marketed by DBS.

These T&Cs supplement the General Terms and Conditions of Use applicable to access and use of the Services and, where required, the applicable Data Processing Agreement. They are not intended to include all the provisions relating to access to the Services, their use, responsibilities, guarantees, intellectual property or the processing of personal data, which remain governed by the corresponding separate documents.

In the event of a contradiction, the Special Terms and Conditions accepted between the parties shall prevail over these T&Cs. These T&Cs take precedence over any document issued by the Client that has not been expressly accepted in writing by DBS.

The General Terms and Conditions of Use remain applicable to access and use of the Services. The Data Processing Agreement, where applicable, governs the processing of personal data for its own purpose as a matter of priority.

1. Purpose and scope

These T&Cs apply to any subscription, order, purchase, renewal or use of the Power Prompt Services for consideration by any Customer acting exclusively for business purposes. In particular, they govern the terms and conditions of provision of subscriptions, options, consumption, API access, support services and, more generally, any commercial relationship between DBS and the Client concerning the Services.

Any derogation or special condition is only enforceable against DBS subject to express written acceptance.

2. Definitions

For the purposes of these T&Cs, the "Customer" refers to any legal or natural person acting in a professional capacity who has subscribed to a paid offer relating to the Power Prompt Services.

The "Customer" within the meaning of these General Terms and Conditions of Sale corresponds to the "Subscriber" as defined in the General Terms and Conditions of Use.

"Digital Business Services S.à r.l." or "DBS" means the contracting company that markets the Power Prompt solution and provides the Services to the Customer.

"Power Prompt" means the brand, SaaS software solution, platform and related Services marketed by DBS.

"Services" means all features, subscriptions, access, interfaces, APIs, workspaces, modules, options, support, and related services marketed by DBS under the Power Prompt brand.

"Terms of Use" or "TOU" means Power Prompt's terms and conditions of use applicable to access to and use of the Services.

The "Data Processing Agreement" or "DPA" means the separate contractual document applicable, if any, to the processing of personal data carried out in connection with the Services, where such processing falls under a subcontracting relationship within the meaning of the applicable regulations.

"Special Terms" means any quotation, purchase order, business proposal, contract, offer or business document accepted by the parties.

3. Formation of the contract

The contract is deemed to have been formed on the date of the earlier of the following occurrences: online acceptance of these T&Cs, validation of an order, signature of a quote or purchase order, total or partial payment of an invoice, or effective provision of the Services to the Client.

The Client acknowledges that it has read, before subscribing, the essential characteristics of the Services, any technical prerequisites, the applicable pricing conditions and the contractual documents made available to it.

The Client declares that it is acting within the framework of its professional activity and that it has the capacity and, where applicable, the necessary powers to enter into a valid commitment under the applicable contractual documents.

4. Description of the Services

Power Prompt is a SaaS software solution marketed by DBS that allows, depending on the subscribed offer, to create, structure, organize, manage, version, compare, optimize, test, execute and exploit prompts, configurations, variables, content and associated outputs, in particular by means of web interfaces, collaborative workspaces, integrations and APIs.

The features, limitations, modules, access levels and conditions of use of the Services are those described in the commercial offer, documentation or conditions applicable at the time of subscription. DBS reserves the right to develop the Services, subject to applicable contractual documents.

The Services are provided in accordance with the applicable Terms of Use, which set out the terms of access, use, security and liability related to the Services.

5. Financial conditions

The applicable prices are those in force on the day of subscription or appearing in the Special Terms and Conditions accepted by the Client. Unless otherwise stated, all prices are exclusive of taxes and any applicable taxes, including VAT, will be charged extra.

Subscriptions, options, consumption, overages, credits, activation fees, add-ons or specific services are invoiced according to the terms of the applicable offer. Unless expressly stated otherwise, prices are payable in euros.

Unless otherwise expressly provided, any tax, duty, levy, withholding or similar charge applicable in respect of the subscription or use of the Services shall remain the responsibility of the Client.

6. Billing and payment terms

Unless otherwise specified, the Services are billed in advance for each subscription period. Any invoice issued by DBS for the Power Prompt Services is payable on the due date indicated on the invoice or, if there is no invoice, in cash on the date of issuance.

The Customer undertakes to maintain accurate, complete and up-to-date payment information. Payments can be made by card, direct debit, bank transfer or any other means accepted by DBS or its payment provider. Invoices and notices may be sent in electronic format and are deemed to have been received on the date they are sent, unless otherwise demonstrated.

7. Late payment

In the event of late or non-payment, any amount not paid on its due date may, by operation of law and without prejudice to any other recourse, bear interest at the legal rate applicable in commercial matters, increased, where applicable, by the costs of collection and the costs reasonably incurred in obtaining payment.

DBS may also, after notice remains ineffective within a reasonable period of time, suspend all or part of the Services, refuse any new order, require advance payment or terminate the contract under the conditions provided for in the applicable contractual documents.

8. Term, Renewal and Termination

The initial duration of the subscription is that indicated in the subscribed offer or in the Special Conditions. Unless otherwise stipulated, all subscriptions are tacitly renewed for successive periods of the same duration, unless terminated in accordance with the applicable forms and deadlines.

In the event of termination, the sums due for the current period remain payable, subject to the applicable mandatory provisions.

Termination for any reason whatsoever does not give rise to a refund, unless otherwise stipulated or expressly agreed by DBS.

9. Obligations of the Client

The Client undertakes to use the Services in accordance with their intended purpose, the Terms of Use, these T&Cs, the applicable documentation, as well as any law, regulation or contractual requirement applicable to its activity. In particular, it is the responsibility of the User to ensure that he or she has the rights, authorisations and legal bases necessary to transmit, process, store or exploit any content, data, document, prompt, parameter or information via the Services.

The Client remains responsible for the Users it authorises, for the management of its access, for the confidentiality of its identifiers, as well as for the use of the Services carried out from its account or its workspaces.

10. Support and maintenance

Unless otherwise stipulated in a specific offer or in the Special Terms, DBS will provide support and maintenance on reasonable terms, on the days and times it determines, without a specific service level commitment, unless expressly agreed otherwise.

Support requests should be made through the channels made available by DBS for Power Prompt Services. Maintenance, correction, development or security of the Services may result in temporary interruptions, without giving rise to the right to compensation, subject to the applicable mandatory provisions.

11. Third-Party Services

The Power Prompt Services may depend, in whole or in part, on services, infrastructure, platforms, APIs, templates, or features provided by third parties. Customer acknowledges that access to certain features may be subject to acceptance of separate terms and conditions imposed by such third parties.

DBS shall not be liable for any unavailability, limitations, changes, deletions, errors, biases, restrictions or decisions affecting any third-party service, or for any consequences resulting from these for the Customer, unless otherwise expressly provided.

12. Intellectual Property

DBS remains the sole owner, or licensee as the case may be, of all intellectual property rights relating to the Power Prompt Services, the platform, its components, its documentation, its interfaces, its developments, its trademarks and, more generally, to any element made available to the Customer, with the exception of the Customer Content as defined in the Terms of Use.

Nothing in these T&Cs entails the transfer of intellectual property rights to the Client. The Client is only granted a limited right of access and use in accordance with the applicable contractual documents.

13. Confidentiality

Each party undertakes to keep confidential the information, documents, data, commercial, technical, financial or strategic elements of the other party to which it has access in the context of the contractual relationship and to use them only for the purposes of the performance of the contract.

This obligation of confidentiality does not apply to information that was already known to the receiving party, has become public through no fault of its own, has been lawfully obtained from a third party or is required to be disclosed pursuant to a legal obligation or a decision of a competent authority.

14. Data and Compliance

The Client remains solely responsible for the data, content, prompts, documents, information, instructions and elements that it submits, processes or uses via the Services, as well as for their compliance with applicable laws and regulations, in particular with regard to data protection, confidentiality, trade secrets, intellectual property, sectoral regulations and the use of artificial intelligence systems.

Where personal data is processed through the Services under a data processing relationship, the specific provisions applicable to such processing are governed by the applicable Data Processing Agreement.

15. Warranty and liability

The warranties, disclaimers of warranties and limitations of liability applicable to the Services are those set forth in the Terms and Conditions of Use, which form an integral part of the contractual framework applicable between the parties.

In any event, and to the extent permitted by applicable law, DBS shall not be liable for any indirect, immaterial or consequential damages suffered by the Client, nor for any consequences resulting from third-party services, the use of the results generated, improper configuration by the Client or improper use of the Services.

Unless otherwise stipulated, DBS's total cumulative liability is limited, under the conditions set out in the General Terms and Conditions of Use or, failing that, to the amount actually paid by the Client for the Services concerned during the twelve months preceding the chargeable event.

Unless otherwise required by mandatory law, the total cumulative liability of DBS, including for obligations relating to the protection of personal data, remains subject to the limitations set out in this article and the General Terms and Conditions of Use.

16. Force majeure

No party may be held liable for a breach of its obligations resulting from an event beyond its reasonable control, such as a case of force majeure, a generalized infrastructure failure, an interruption of networks, a breakdown of a strategic supplier, a large-scale computer attack, an authority decision, a social conflict, a natural disaster or any event with the characteristics recognized by case law applicable. For the duration of such an event, the obligations affected shall be suspended accordingly.

If such an event extends beyond a reasonable period of time and substantially compromises the performance of the contract, either party may terminate it by written notice, without compensation on either side, subject to the sums already due in respect of the Services provided.

17. Modification of the T&Cs

DBS reserves the right to modify these T&Cs at any time, in particular in order to take into account the evolution of the Services, its business models, technical constraints, regulatory changes or the evolution of its partners and suppliers.

The updated T&Cs shall be brought to the attention of the Client by any appropriate means. In the event of an adverse material change, DBS endeavours to provide reasonable notice before they come into force, except where the change is the result of an imposed legal, regulatory or technical requirement.

18. Applicable law and jurisdiction

These T&Cs are governed by Luxembourg law, excluding its conflict of law rules. Subject to any applicable mandatory rules, any dispute relating to their validity, interpretation, execution or termination falls under the exclusive jurisdiction of the courts of the City of Luxembourg.

19. Miscellaneous provisions

If any of the provisions of these T&Cs are deemed to be invalid, illegal or unenforceable, the other provisions shall remain in full force and effect. The fact that DBS does not avail itself, at a given time, of any of the provisions of these T&Cs shall not be interpreted as a waiver of the right to avail itself of it at a later date.

Provisions which, by their nature, are intended to survive the expiry or termination of the contract will remain applicable, in particular those relating to the payment of sums due, confidentiality, intellectual property, liability and applicable law.

The applicable contractual hierarchy is defined in the General Terms and Conditions of Use.

The Client may not assign all or part of its rights or obligations without the prior written consent of DBS, unless otherwise provided for in force.

20. Sales Contact

For any questions relating to these T&Cs, an order, an invoice, a subscription or a business relationship concerning the Power Prompt Services, the Customer may contact DBS at the following contact details:

Digital Business Services S.à r.l.
2, rue Tresch
L-8373 Hobscheid
Luxembourg

Contact form: https://powerprompt.eu/contactus 

Power Prompt is a solution marketed by Digital Business Services S.à r.l.