General terms of use and subscription

1. Purpose and scope

These general terms of use and subscription (the “Terms”) govern access to and use of the Bifacto software, an online service for creating and managing invoicing documents tailored to companies established in Bulgaria.

Bifacto is offered exclusively to legal entities, entrepreneurs or professionals acting in the course of their business. It is not intended for consumers. By creating an account or taking out a subscription, the Client confirms that it acts for professional purposes, that it has the authority to bind the organisation concerned and that it accepts these Terms.

The Terms, the price list displayed before ordering, the privacy policy and, where applicable, a specific written agreement constitute the entire contract between DIPLAM 09 OOD (the “Provider”) and the Client.

2. Definitions

• Client: the company or professional organisation that creates a Bifacto workspace or subscribes to a plan.
• User: any natural person authorised by the Client to access its workspace.
• Workspace: the Bifacto environment to which the Client’s companies, users, documents and functional rights are attached.
• Service: the Bifacto application, its features, interfaces and associated services.
• Finalised document: a definitive invoice to which a tax number has been assigned.
• Client Data: the information, documents, files, contact details and content entered or generated by the Client in Bifacto.

3. Account creation and connection to a Bulgarian company

The Client must provide accurate, complete and up-to-date information, including its company name, EIK/UIC, address, representative, VAT status and billing details. The Provider may request any supporting document reasonably necessary to verify the Client’s identity or its connection to a company established in Bulgaria.

The Client is responsible for keeping its credentials confidential, for administering access and for all actions carried out from its workspace. It informs the Provider without delay of any unauthorised access or suspected security incident.

4. Plans and functional rights

The Service is offered under the Free, Pro and Business plans. The applicable limits and features are those displayed on the Pricing page at the time of subscription, subject to these Terms.

The Pro and Business prices may be shown indicatively on a monthly basis, but they are billed once for a twelve-month period. No monthly plan or paid trial period is offered at launch.

5. Free plan rules

The Free plan allows a maximum of twenty invoices to be finalised per calendar year, from 1 January to 31 December, with no pro rata where registration occurs during the year. The quota is reset automatically on 1 January.

• A definitive invoice that has received a tax number consumes one unit of the quota.
• Drafts, quotes, pro forma documents and documents deleted before finalisation do not consume the quota.
• Credit notes or corrective documents needed to regularise an already issued invoice do not consume an additional unit.
• Once the limit is reached, the Client may keep drafts and view or download its existing documents, but may no longer finalise a new invoice.

The other restrictions of the Free plan, in particular the absence of email sending from Bifacto, logo customisation, recurring invoicing or accountant access, are set out on the Pricing page.

6. Order, effective date and term

A paid plan is ordered from within Bifacto and paid for using Stripe Checkout. Before payment, the Client can check the chosen plan, the annual price, the applicable taxes and the renewable nature of the subscription.

The paid subscription takes effect only after payment is confirmed by the Provider’s secure systems, in particular upon receipt of a Stripe confirmation. The mere return of the browser to Bifacto does not constitute activation.

Pro and Business subscriptions are concluded for twelve months from the first successful payment. They renew automatically for successive twelve-month periods, unless cancelled before the renewal date in accordance with Article 10.

7. Prices, taxes and billing

The applicable prices are those displayed on Bifacto at the time of the order. They are stated excluding tax, unless otherwise indicated. Legally applicable taxes are added according to the Provider’s tax situation and the information provided by the Client.

After payment, a subscription invoice is made available in the Client’s workspace and/or sent to its billing address. The Stripe receipt constitutes proof of payment and does not necessarily replace the commercial invoice issued by the Provider.

Any future price change applies at the next renewal, after prior notice to the Client within a reasonable period. The Client may cancel the renewal if it does not accept the new price.

8. Payment and Stripe

Payments are processed by Stripe. Bifacto does not store full payment-card data. The Client accepts that the information necessary for the transaction, for fraud prevention and for managing the subscription is transmitted to Stripe in accordance with that provider’s terms and policies.

The Client must maintain a valid means of payment. In the event of failure, the Provider or Stripe may make new attempts and invite the Client to update its means of payment from the secure portal.

9. Payment failure and grace period

If a renewal payment fails, the subscription moves to a past-due payment status. Paid rights are maintained during a grace period of seven days. An alert may be displayed in the workspace and sent to the Client.

Failing regularisation at the end of that period, the Provider may block the creation and finalisation of new documents. Access to history and to downloading existing documents remains available, subject to any suspension necessary for security reasons or a legal obligation. After regularisation, rights are reactivated automatically as soon as possible.

10. Plan change, cancellation and downgrade

• Upgrading from Pro to Business may take effect immediately, with a pro rata or adjustment calculated by Stripe.
• Downgrading from Business to Pro takes effect at the next annual renewal date, unless otherwise agreed in writing.
• Cancelling the renewal maintains paid rights until the end of the period already paid for.
• The Client may reactivate the renewal before the end of the period if that option is available.

At the end of the paid period, the workspace is downgraded to Free. No data is automatically deleted merely as a result of the downgrade. If the number of companies, users or features in use exceeds the Free limits, non-compliant new creations or modifications may be blocked until regularisation or re-subscription.

11. Permitted use

The Client uses Bifacto in accordance with applicable laws, these Terms and its professional purpose. It remains solely responsible for its operations, its clients, its products, its tax mentions, its invoice numbers, its declarations and the compliance of the documents it issues.

It is in particular prohibited to:

• use the Service for fraudulent or unlawful purposes or purposes infringing the rights of third parties;
• attempt to circumvent plan limits, access controls or security mechanisms;
• introduce malicious code, disrupt the Service or carry out vulnerability testing without written authorisation;
• resell, rent, copy, disassemble or exploit the Service beyond the rights expressly granted;
• enter data that the Client is not entitled to process or communicate.

12. Client’s tax and accounting obligations

Bifacto provides a technical invoicing tool and does not constitute a legal, tax or accounting service, nor an automatic validation of the compliance of a transaction. The Client must verify the rules applicable to its activity, its VAT rates and mentions, numbering, the date of the tax event, currencies, exemptions and the retention of its documents.

The checks, suggestions or templates offered by the Service do not replace the involvement of a qualified professional. The Client remains responsible for the final verification of each document before it is issued.

13. Client Data and personal data protection

The Client retains ownership and control of its Client Data. It grants the Provider the limited right to host, process, back up, technically reproduce and transmit them to the extent necessary to provide, secure and improve the Service.

Where the Provider processes personal data on behalf of the Client, the Client acts in principle as controller and the Provider as processor, subject to the legal qualification applicable to each processing operation. The parties comply with Regulation (EU) 2016/679 (GDPR) and applicable Bulgarian law.

A privacy policy and, where necessary, a data processing agreement must specify the categories of data, purposes, duration, security measures, sub-processors, any transfers, assistance with data subjects’ rights and the procedure in the event of a breach.

14. Security and backups

The Provider implements technical and organisational measures that are reasonable in view of the nature of the Service and the identified risks. The Client must also protect its devices, passwords, email accounts and administrator access.

Even though backups are carried out, the Client is advised to export its essential documents regularly. As no system can guarantee absolute security or availability, each party cooperates in good faith in the event of an incident.

15. Availability, maintenance and evolution of the Service

The Provider endeavours to keep the Service accessible and functional. Interruptions may nevertheless occur for maintenance, updates, security, incidents, failure of a supplier, force majeure or legal requirements.

The Provider may change the interface and the features in order to improve the Service, comply with the law or strengthen security. It avoids, as far as reasonable, removing an essential feature of a paid plan without an equivalent solution or prior notice.

16. Support

The Free plan gives access to the available documentation. The Pro plan includes email support and the Business plan priority support. Unless a separate written commitment is made, no guaranteed response or resolution time constitutes a service-level agreement.

17. Intellectual property

Bifacto, its code, its architecture, its databases, interfaces, trademarks, logos, templates, texts and documentation are protected by applicable intellectual property rights and remain the property of the Provider or its licensors.

For the term of the contract, the Client receives a personal, non-exclusive, non-transferable and revocable right to use the Service for its internal professional needs, within the limits of the subscribed plan. No ownership right is transferred to the Client.

Feedback, suggestions or ideas voluntarily submitted may be used by the Provider to improve the Service, without disclosing confidential information or identifying the Client without its consent.

18. Confidentiality

Each party protects the other party’s non-public information with a reasonable level of care and uses it only to perform the contract. This obligation does not apply to information that is already public through no fault, legitimately held, received from an authorised third party, or whose disclosure is required by law.

19. Suspension and termination

The Provider may suspend all or part of the Service in the event of a security risk, unlawful use, fraud, infringement of third-party rights, non-payment, serious breach of the Terms or an obligation imposed by a competent authority. Where the situation permits, the Client is informed and given a reasonable period to remedy the breach.

In the event of a serious breach not remedied within the stated period, the contract may be terminated. Termination for fraud, attack, serious breach of security or legal impossibility may take effect immediately. Amounts due for the current period remain payable, subject to mandatory rules and to any refund justified by fault of the Provider.

20. Data export and retention

During the subscription and after an ordinary downgrade, the Client retains read access to its existing documents according to the available features. It is responsible for carrying out the necessary exports before any permanent closure of the account.

Where a Client requests the permanent deletion of its account, the data is deleted or anonymised within a reasonable period, subject to temporary backups, legal retention obligations, evidentiary needs and the Provider’s legitimate rights. The precise arrangements must be completed in the privacy policy and the retention policy.

21. Warranties and liability

The Provider provides the Service with reasonable professional care. Save for mandatory provisions to the contrary, the Service is provided as is and as available, without warranty that it is free from any error, interruption or incompatibility with all of the Client’s particular needs.

Each party is liable for proven direct damage caused by its fault. To the fullest extent permitted by law, the Provider is not liable for indirect losses, loss of profit, business, opportunity, reputation or data resulting in particular from incorrect information entered by the Client, misuse, third-party equipment or an external service.

To the fullest extent permitted by applicable law, the Provider’s total liability in respect of an event or a series of related events is limited to the amount excluding tax actually paid by the Client for the Service during the twelve months preceding the triggering event. This limitation does not apply where it is prohibited, in particular in the event of wilful misconduct, fraud or other liability that cannot lawfully be limited.

22. Third-party services

The Service may rely on third-party providers, in particular Stripe for payment, and hosting, email or technical-analytics providers. Their availability and terms may affect certain features. The Provider selects and oversees these providers with reasonable care, but cannot guarantee the uninterrupted operation of an independent third-party service.

23. Evidence and electronic communications

Technical logs, payment confirmations, emails, event records and data kept in the Provider’s systems may serve as evidence of operations, subject to each party’s ability to provide evidence to the contrary.

Communications relating to the contract may be sent electronically to the address associated with the account. The Client must keep this address up to date and check its notifications regularly.

24. Amendment of the Terms

The Provider may amend the Terms to take account of a legal, technical, security or commercial development. Significant changes are communicated before they take effect within a reasonable period. They apply immediately where they are necessary to comply with an urgent legal obligation or to prevent a security risk.

If a substantial adverse change applies to a current paid period and is not required by law or security, the Client may request termination and a pro rata temporis refund of the unused period, provided the request is made before the change takes effect.

25. Force majeure

Neither party is liable for a delay or failure resulting from an event reasonably beyond its control, in particular disaster, widespread outage, conflict, cyberattack of exceptional magnitude, network interruption or a decision by an authority. The affected party informs the other and limits the consequences as far as reasonable.

26. Governing law and disputes

The Terms are governed by Bulgarian law. The parties first seek an amicable solution by sending a written complaint to doc.bifacto@gmail.com and allowing a reasonable period for a reply.

Failing an amicable agreement, any dispute relating to the validity, interpretation, performance or termination of the contract falls within the jurisdiction of the competent Bulgarian courts of the Sofia district, subject to applicable mandatory rules of jurisdiction.

27. Final provisions

If a clause is declared invalid or unenforceable, the other clauses remain in force. Failure to exercise a right immediately does not constitute a waiver. The Client may not assign the contract without the Provider’s prior written consent, except in the case of a global transfer of its business and subject to informing the Provider. The Provider may transfer the contract in the context of a reorganisation or transfer of its business, without reducing the Client’s essential rights.