General terms of sale and use

These general terms of sale and use (the "Terms") govern access to and use of the Kembielti platform (the "Service"), published by Kembielti SARL (DEV — À CONFIGURER) (the "Publisher"), which enables the digitisation, management, tracking, validation, transfer and printing of bills of exchange and promissory notes (كمبيالة) in Tunisia.

The Service is intended exclusively for professionals acting in the course of their business. Subscribing constitutes the subscribing Company's full and unreserved acceptance of these Terms.

• Company : the legal entity holding a multi-user account on the Service.
• User : any natural person accessing the Service on the Company's behalf.
• Instrument : a bill of exchange or promissory note recorded in the Service.
• Partner : any third party identified as the drawer, drawee or beneficiary of an instrument.
• Solvency score : an A-to-E indicator calculated for a Partner identifier from the settlement history of instruments.
• Plan : the subscription tier taken out, as described on the Pricing page.
• Period : the current billing period — the calendar month for a monthly subscription, the annual period running from date to date for an annual one.

Creating an account requires accurate information about the Company, in particular its tax identification number, and about the User representing it. A tax identification number may be attached to only one Company.

The Company is responsible for the use made of its account, for the confidentiality of its Users' credentials and for the permissions it grants. The available roles (owner, administrator, accountant, operator, reader) determine each User's access rights.

The Service enables, in particular: digitising an instrument and automatically extracting its fields; verifying compliance before remittance to a bank; tracking receivables and payables; calculating and consulting a solvency score; transferring ownership by QR code or identifier; printing instruments and remittance slips; producing dashboards.

Automatic extraction is a data-entry aid, not a certification: the User remains responsible for verifying the data before validation. The same applies to compliance checks, which flag anomalies without guaranteeing that a bank will accept an instrument.

The Publisher endeavours to keep the Service continuously available but does not guarantee the complete absence of interruption, in particular during maintenance.

The Service is built on a mutualised solvency network. Every settled instrument produces a payment event attached to the debtor's identifiers — national identity number, tax identification number or bank account number. No telephone number is ever used as an identifier.

These events feed a global score, expressed as an A-to-E band together with a confidence indicator, which companies using the Service may consult for a given identifier. By subscribing, the Company accepts that the settlement behaviour of the instruments concerning it contributes, in aggregated form, to that score.

An instrument rejected by its holder is never taken into account. An outstanding instrument that is not yet due produces no event. Below three observed settlements, the score is flagged as resting on insufficient data.

The score is a decision-support aid. It does not engage the Publisher's liability as to a Partner's actual solvency. The associated processing of personal data is described in the privacy policy.

• Provide accurate, lawful and up-to-date information;
• Record only instruments whose data it legitimately holds;
• Not misuse the Service for fraudulent purposes or purposes contrary to the applicable regulations, in particular by recording an instrument of which it is not the legitimate holder;
• Respect Partners' rights and the confidentiality of the data it accesses;
• Not attempt to reconstruct, bulk-extract or resell the solvency network's data.

The available plans and their prices appear on the Pricing page, in Tunisian dinars and exclusive of tax. The Enterprise plan is quoted individually and is not publicly priced.

The contracted price is frozen at subscription. Publishing a new price never changes the price of a Company already subscribed: it keeps the price it contracted for as long as it does not change plan. A plan withdrawn from the catalogue continues to be served to its existing subscribers on the same terms.

A promotion affects the price and nothing else: it changes neither the quotas nor the features of the plan. It attaches to the subscription, its end date is fixed at the moment it attaches, and later withdrawing the offer from the catalogue does not call into question a promotion already granted.

The Service is offered with a free trial period, with no payment card, whose duration is stated on the Pricing page at the time of registration. That duration applies to new subscriptions; a trial already running is never altered.

When the trial period expires without a paid subscription, the account switches to read-only: data already recorded remains viewable and exportable, but no new entry is possible until a subscription is taken out.

Payment is made by bank transfer or through an online payment link. No direct debit is set up: each instalment is settled at the Company's initiative.

Every request for payment is issued as a proforma invoice carrying the exact amount due. A proforma is not a tax invoice. The final invoice is issued upon collection and carries a number from the legal series, without any gap in the sequence. An issued invoice is never modified or cancelled: a correction takes the form of a credit note.

Amounts are stated exclusive of tax. Value added tax at the applicable rate and the per-document fiscal stamp duty are added. The tax-inclusive total shown before confirmation includes both.

Every proforma carries a payment deadline, stated on the document and fixed when it is issued. When that deadline passes, a plan-change request lapses: the plan is not changed, nothing is owed, and the proforma is voided with no further consequence.

First subscription. Moving from the trial period to a paid plan is invoiced as a full period at the base price, whatever the day of subscription within the period. The plan takes effect once payment is confirmed; until then the account remains on trial.

Upgrade. The amount due is the flat difference between the base price of the new plan and the contracted price of the previous one, with no pro rata temporis — whatever the day of the period. For an annual subscription that difference is applied to the whole months remaining. The exact amount is shown before any confirmation and appears identically on the proforma and then on the invoice. The new plan takes effect once payment is confirmed.

Downgrade. It takes effect at the end of the current Period, never immediately. No refund or credit is granted for the period already paid. The request may be cancelled until it takes effect.

Effect on promotions and negotiated prices. A plan change initiated by the Company ends any running promotion and any negotiated price: the new plan is invoiced at its base price. This consequence is stated before confirmation.

The subscription is taken out for a monthly or annual Period and renews by tacit agreement for a period of the same length, unless terminated.

Termination is effected by written request to the Publisher at the address given in article 15. It takes effect at the end of the current Period; sums paid for that period are not refunded. The account then switches to read-only and the data remains viewable and exportable under the conditions set out in the privacy policy.

The Publisher may terminate an account in the event of a serious breach of these Terms, after notice where circumstances allow.

The Publisher reserves the right to suspend access to the Service in the event of persistent non-payment or of a serious breach of these Terms.

No suspension is automatic. A late payment gives rise to reminders, and any suspension results from a decision taken case by case, after notice. During a suspension the Company's data is retained.

The platform, its software components, its graphic identity and its trademarks remain the Publisher's exclusive property. Nothing in these Terms transfers any intellectual property right to the Company.

Data entered or imported by the Company remains its own. The Publisher processes it only to provide the Service and for the purposes described in the privacy policy.

The Publisher is bound by an obligation of means. It may not be held liable for indirect damages, loss of business, or business decisions taken on the basis of information provided by the Service, including the solvency score, the results of automatic extraction and compliance checks.

Save in the case of gross negligence or wilful misconduct, the Publisher's liability under these Terms is limited to the sums actually paid by the Company during the twelve months preceding the triggering event.

The processing of personal data is described in the privacy policy, which forms an integral part of these Terms. It is subject to organic law no. 2004-63 of 27 July 2004 on the protection of personal data.

Subscribing presupposes express consent to the processing described in that policy, including participation in the solvency network mentioned in article 5. That consent is collected and retained when the account is created.

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of Tunisian law, in particular a lasting interruption of telecommunications or power networks, a decision of a public authority, or a natural disaster.

The Publisher may amend these Terms. Subscribed Companies are informed before the new version takes effect, and it applies from the following renewal. Refusal of a substantial amendment gives a right to terminate under the conditions of article 11.

These Terms are governed by Tunisian law. The parties will seek an amicable solution to any dispute relating to their interpretation or performance; failing that, the courts of Tunis have sole jurisdiction.

The Publisher's details appear in the legal notice; any request may be addressed to it at contact@example.invalid.