General Terms
of Sale and Use

1.1 Vitru’home Infrastructure

The Vitru’home Services are used exclusively on infrastructure owned or controlled by Vitru’home, including the cloud services of our hosting providers (Vercel and Supabase), as identified in our Legal Notice (the “Vitru’home Infrastructure”). Vitru’home does not currently offer deployment of the Services on the Customer’s infrastructure or on that of a reseller partner.

1.2 Customer Responsibilities

The Customer is solely responsible for all activity carried out (a) through its Customer Account or any End User Account created from it, and (b) in connection with a Customer Offering. In particular, it is responsible for (i) the conduct of any End User, and (ii) obtaining the consents and authorisations required from End Users to ensure its compliance with these Terms and with applicable regulations (in particular regarding personal data).

For the purposes of these Terms:

• “Customer Account” means the administrator account created by the Customer to access the Vitru’home Services;
• “Customer Offering” means the Customer’s own products or services, offered to third parties and relying on all or part of the Vitru’home Services;
• “End User” means any person accessing the Vitru’home Services through the Customer Account or in connection with a Customer Offering;
• “End User Account” means an account created by the Customer under its Customer Account to allow an End User to access the Vitru’home Services directly.

1.3 Customer Affiliates

Where an Affiliate of the Customer wishes to access the Vitru’home Services from a workspace separate from the Customer Account, it must separately accept these Terms or enter into a separate order form with Vitru’home. “Affiliate” means any person or entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with either Party.

2.1 Licence to Use

Subject to the Customer’s compliance with these Terms, Vitru’home grants the Customer a limited, non-exclusive, non-transferable (except as provided in Section 14.2 (Assignment)) and non-sublicensable (except to its End Users) licence to access and use the Vitru’home Services.

2.2 Usage Restrictions

The Customer undertakes not to, and not to allow any other person (including any End User) to:

• (a) use the Vitru’home Services or their outputs in a manner that breaches applicable laws (including laws relating to economic sanctions and export control), these Terms, our Usage Policy, or any other policy published on vitruhome.com, as may be updated;
• (b) use the Vitru’home Services in a manner that infringes the rights of a third party, in particular intellectual property rights or privacy rights, including by intentionally generating outputs similar to, or in the style of, content protected by third-party rights;
• (c) include, in Customer Data, personal information relating to minors under the age of 15 (or the locally applicable age of digital consent) or allow minors to use the Vitru’home Services without the legally sufficient consent of their legal representatives;
• (d) attempt to reverse engineer, decompile or otherwise discover the source code or underlying components (algorithms, model weights, systems) of the Vitru’home Services, including by using the outputs or any modified version of the outputs for that purpose (except to the extent that this restriction is prohibited by applicable law);
• (e) use the generated outputs, or any modified version of them, to reverse engineer the Vitru’home Services;
• (f) compromise or attempt to compromise the security or proper functioning of the Vitru’home Services, in particular by interfering with, circumventing or disabling security or moderation mechanisms, or by carrying out penetration, vulnerability or similar testing without prior written authorisation;
• (g) use any method to extract content from the Vitru’home Services other than through the means explicitly permitted by the Services themselves in accordance with these Terms;
• (h) buy, sell or transfer to a third party API keys or any type of Vitru’home account;
• (i) integrate or combine the Vitru’home Services with its own products or services offered to third parties, or give a third party access to the Vitru’home Services, without the prior written authorisation of Vitru’home or except as expressly provided in these Terms;
• (j) submit to the Vitru’home Services, as Customer Data, personal data falling within the special categories referred to in Article 9 of the GDPR (in particular data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data, data concerning health, or data concerning sex life or sexual orientation), data relating to criminal convictions and offences within the meaning of Article 10 of the GDPR, or sensitive banking or financial data (payment card numbers, bank details, bank account identifiers), unless Vitru’home has given specific prior written consent and an appropriate contractual framework has been put in place (in particular a specific Data Processing Agreement).

The Customer undertakes to maintain and enforce, with respect to its End Users, restrictions substantially equivalent to those of this Section 2.2.

2.3 Feedback and Suggestions

The Customer may provide Vitru’home with feedback, suggestions or comments relating to its use of the Vitru’home Services (together, “Feedback”). By providing Feedback, the Customer acknowledges and agrees that Vitru’home may freely use, copy, disclose, license, distribute and exploit it, without any obligation, royalty or restriction based on intellectual property or any other right. Feedback does not constitute Confidential Information of the Customer, and nothing in these Terms limits Vitru’home’s right to independently develop, evaluate or market products, services or technologies, whether or not they incorporate Feedback. This licence covers the Feedback itself, and the Feedback alone. The Customer Data and Outputs to which Feedback relates remain Confidential Information of the Customer and continue to be governed by Sections 3 and 4.

3.1 General

The Customer may provide data to the Vitru’home Services, for example in the form of queries (prompts, text, documents, plans, images or other media), fine-tuning data or instructions intended for agents (“Customer Data”), and receive in return content generated by the Vitru’home Services (“Outputs”). For the avoidance of doubt, the following do not constitute Outputs: (a) any component of the Vitru’home Services (in particular model weights and parameters); and (b) any third-party content displayed through the Vitru’home Services to help the Customer interpret the Outputs, such as hyperlinks, excerpts or thumbnails, in respect of which the Customer has only a right to view and read (“Third-Party Content”). To the extent permitted by applicable law, the Customer (i) retains all ownership rights in the Customer Data and (ii) owns the Outputs. Vitru’home hereby assigns to the Customer all right, title and interest it may hold in the Outputs.

3.2 Customer Responsibility for Data and Outputs

The Customer is responsible for all Customer Data submitted through its Customer Account (including through End User Accounts) and for Customer Data submitted by its End Users. The Customer represents and warrants that it holds, and will continue to hold, all rights, licences and authorisations necessary to submit such Data to the Vitru’home Services. Vitru’home documents in its AI Charter the nature, uses and known limitations of its artificial intelligence systems, as well as the arrangements for human oversight and recourse. Subject to the foregoing, the Customer remains responsible for its professional use of the Outputs and for assessing them in light of its use case, their accuracy and their relevance. The Customer may not represent or imply that an Output was produced by a human when it was generated by the Vitru’home Services. Vitru’home may, at its sole discretion, offer Output filters for certain Services to give the Customer an additional level of control and assessment. If these filters are disabled, the Customer is solely responsible for the Outputs generated.

3.3 Restrictions on Outputs

To the extent permitted by applicable law, the Customer shall not use the Outputs (including Outputs containing images, annotated plans, compliance analyses or site analyses), or any data derived, aggregated or transformed from those Outputs, to:

• (a) develop, train, fine-tune or improve any tool, model, service or product performing a function similar to all or part of the Vitru’home Services, whether that tool is intended for the Customer’s internal use, for use for the benefit of Affiliates, or for external commercialisation;
• (b) enable a third party to carry out any of the operations referred to in (a), whether by direct provision, licence or communication of the Outputs.

This Section restricts competitive use, and nothing else. It entails no reservation of ownership over the Outputs, which remain the Customer’s property under Section 3.1, and it restricts neither their exploitation, modification, reproduction nor communication in connection with the Customer’s projects, its contractual or regulatory obligations, or a certification procedure.

3.4 Similarity of Outputs

Given the nature of the Vitru’home Services, the Outputs obtained by the Customer may be similar or identical to content generated for other users of the Services. Vitru’home does not guarantee that Outputs are unique. Content generated for other users does not constitute the Customer’s Outputs, even if it is similar or identical.

3.5 Accuracy of Outputs

The Vitru’home Services rely in particular on large language models (LLMs) and on the AI systems described in our AI Charter. These are probabilistic technologies in continuous development. Outputs may therefore contain inaccuracies, omissions or errors. The Vitru’home Services are neither an authoritative nor an infallible source of information. The Customer must not rely exclusively on the Outputs and must not treat them as a substitute for the advice of a qualified professional (in particular legal, tax, medical, technical or certification advice). The Customer uses the Vitru’home Services with discernment and systematically verifies the reliability, accuracy and completeness of the Outputs before using them for any purpose whatsoever or communicating them to third parties.

4.1 Provision of the Vitru’home Services

The Customer grants Vitru’home a worldwide, non-exclusive, non-transferable (except as provided in Section 14.2 (Assignment)), royalty-free, fully paid-up licence, with the right to sublicense to its technical service providers (in particular Vercel, Supabase and the AI model providers identified in the AI Charter), to use the Customer Data and Outputs solely for the purposes of (a) providing, maintaining and optimising the Vitru’home Services, which includes debugging, evaluating and correcting the performance of the Services, but excludes model training, and (b) performing its obligations under these Terms or the Supplementary Terms. These operations rely on technical measures and aggregated data. Vitru’home operates no human review process for Customer Data or Outputs. A member of its staff accesses the content of a Customer Account only at the Customer’s request or to diagnose an incident, on a one-off basis and limited to what that diagnosis requires.

4.2 Model Training

Vitru’home does not use Customer Data or Outputs to train its artificial intelligence models, except in the following cases:

• (a) where provided for in an order form or an amendment signed between the Parties;
• (b) where the Customer has expressly consented to such use through the settings of its Customer Account (explicit opt-in, active only for as long as the Customer maintains its consent and revocable at any time without retroactive effect on models already trained).

In the cases exhaustively listed above, the Customer grants Vitru’home a perpetual, irrevocable, worldwide, non-exclusive, non-transferable (except as provided in Section 14.2 (Assignment)), royalty-free, fully paid-up licence, with the right to sublicense to its technical service providers, to use the Customer Data and Outputs solely for the purpose of training its artificial intelligence models. Notwithstanding any provision to the contrary, the Data and Outputs referred to in this paragraph do not constitute Confidential Information of the Customer.

Abuse detection (not training). Independently of the foregoing, Vitru’home may implement automated systems to detect abuse, unlawful content or breaches of the Usage Policy. Data analysed in this context is not used to train models, unless the Customer expressly consents to it under (c). This processing is carried out by Vitru’home as Controller, on the basis of its legitimate interest in ensuring the security of the Services, under the conditions set out in the Privacy Policy.

5.1 Reservation of Rights

As between the Customer and Vitru’home, Vitru’home owns all right, title and interest in the Vitru’home Services, including all intellectual property rights attached to them (in particular copyright in the interfaces, documentation, code and databases, the proprietary vision models trained by Vitru’home, trade marks and all associated know-how). The Customer has only the limited right to use the Vitru’home Services as expressly provided in these Terms and any applicable Supplementary Terms. Vitru’home reserves all other rights in the Vitru’home Services.

6.1 Definition of Confidential Information

“Confidential Information” means any non-public data, information or material disclosed by one Party (the “Disclosing Party”) to the other (the “Receiving Party”), whether in written, oral, electronic or other form, where it is identified as confidential or should reasonably be understood as such given its nature or the circumstances of its disclosure. Vitru’home’s Confidential Information includes in particular (a) its trade secrets and proprietary technologies, (b) any technical, operational or commercial information (including performance information), and (c) all of its AI models, weights, parameters and associated documentation. Subject to the exclusions exhaustively provided for in Section 2.3 (Feedback), Section 4.2 (Training) and Section 6.2 (Exclusions), the Customer’s Confidential Information includes the Customer Data and the Outputs.

6.2 Exclusions

Confidential Information does not include information that: (a) was already lawfully known to the Receiving Party before its disclosure; (b) is or becomes publicly available through no fault of the Receiving Party; (c) is lawfully obtained from a third party without restriction as to confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

6.3 Obligations

The Receiving Party undertakes to use Confidential Information solely for the purpose of performing these Terms and to protect it with at least the same degree of care as it applies to its own confidential information, and in any event with reasonable care. Vitru’home may disclose the Customer’s Confidential Information (a) to its employees, contractors and subcontractors who need access to it for the provision of the Vitru’home Services (or in the cases provided for in an order form) and who are bound by confidentiality undertakings substantially equivalent to those of this Section 6; or (b) where required by law; in the latter case, Vitru’home will endeavour, where legally permitted, to inform the Customer in advance.

6.4 Customer Audit

Where the Customer acts as Controller and Vitru’home acts as Processor (Section 12.3), the Customer has an audit right relating exclusively to Vitru’home’s compliance with its obligations under Article 28 of the GDPR and these Terms. This right is exercised under the following conditions:

• (a) the audit is requested in writing at team@vitruhome.com with reasonable notice of at least thirty (30) days and a precise description of the scope, methods and documents concerned;
• (b) the audit is conducted during business hours, by the Customer itself or by a third party bound by a confidentiality obligation equivalent to that of Section 6, provided that such third party is not a direct competitor of Vitru’home;
• (c) the audit is limited to once (1) per calendar year, except in the event of a well-founded suspicion of a security incident or a reasoned request from a supervisory authority;
• (d) the reasonable costs of the audit are borne by the Customer, unless the audit reveals a material breach attributable to Vitru’home, in which case Vitru’home bears the reasonable costs up to the amount paid by the Customer during the last twelve (12) months;
• (e) Vitru’home may offer, instead of an on-site audit, audit reports or certifications produced by an independent third party (for example SOC 2, ISO 27001) or a documented self-audit signed by an authorised representative of Vitru’home.

7.1 Mutual Warranties

Each Party represents and warrants that: (a) it has the power and authority necessary to enter into these Terms; and (b) it will perform its obligations hereunder with a reasonable level of care and skill.

7.2 Vitru’home Warranty

In addition to Section 7.1 (Mutual Warranties), Vitru’home represents and warrants that the Vitru’home Services will perform substantially in accordance with the features actually made available to the Customer under its subscription, as presented in the offer description section at vitruhome.com/prix. Marketing content published outside that section, in particular on other pages of the vitruhome.com website, on social media or in any commercial communication, does not constitute contractual specifications.

7.3 Customer Warranty

The Customer represents and warrants that it will use the Vitru’home Services in accordance with applicable law, these Terms and any applicable Supplementary Terms.

7.4 Disclaimer of Warranties

Except for the express warranties provided in this Section 7, the Vitru’home Services and any configuration recommendations are provided “as is”, without any warranty, including without limitation warranties of merchantability, fitness for a particular purpose or use case, or non-infringement of intellectual property rights, whether implied, express or statutory. Vitru’home makes no representation or warranty as to the accuracy, reliability or completeness of the Vitru’home Services or of the configuration recommendations, nor as to their suitability for the Customer’s specific needs, nor that the Vitru’home Services will be uninterrupted or error-free, nor as to the quality or accuracy of the Outputs.

7.5 Inherent Limitation of Data and Artificial Intelligence

The Vitru’home Services rely on (a) the aggregation of public data from third-party sources (risks, town planning, demographics, environment, certification standards) for which Vitru’home guarantees neither accuracy, completeness nor currency, and (b) artificial intelligence models whose probabilistic nature is described in our AI Charter. The Customer expressly acknowledges that the analyses, Outputs and recommendations produced by the Vitru’home Services are provided on the basis of necessarily imperfect information, and that Vitru’home cannot be held liable for decisions, investments, trade-offs or compliance choices made by the Customer or by an End User on the basis of those Outputs, except in the event of gross negligence or wilful misconduct by Vitru’home.

7.6 Service Level

Unless otherwise stipulated in an Order Form, these Terms entail no specific commitment by Vitru’home in terms of service level (in particular availability rate, response time, maintenance windows, incident resolution times). Vitru’home implements, under reasonable conditions, the technical and organisational means necessary to ensure the continuity and quality of the Vitru’home Services, subject to scheduled maintenance operations of which the Customer will, as far as possible, be informed in advance by notification in its Customer Account.

Customers who have subscribed to an Enterprise offering, formalised by an Order Form, benefit from a monthly availability commitment of 99% measured module by module. The following are excluded from the calculation of this availability:

• (a) scheduled maintenance operations, insofar as the Customer has been informed in advance;
• (b) cases of force majeure within the meaning of Section 14.3;
• (c) incidents attributable to the Customer, an End User or any equipment, software, network or configuration within their sphere of control;
• (d) unavailability attributable to a critical third-party supplier (in particular the hosting providers Vercel and Supabase, artificial intelligence model providers such as Google or Anthropic, telecommunications operators or payment operators), where the cause is beyond Vitru’home’s reasonable control and could not have been avoided or mitigated by the measures normally expected of a diligent service provider.

For the purposes of calculating availability, the Vitru’home Services are deemed to consist of the following independent modules: (i) site analysis platform; (ii) AI chat platform; (iii) vision and OCR module; (iv) compliance analysis module. Availability is calculated independently for each module. The unavailability of one module does not entail the unavailability of the other modules. A module is deemed unavailable when its essential features are not accessible to the Customer for a reason attributable to Vitru’home.

The measurement arrangements and, where applicable, the compensation arrangements in the event of failure to meet this commitment are defined in the applicable Order Form.

8.1 Indemnification by the Customer

The Customer will indemnify, defend and hold harmless Vitru’home, its affiliates and its licensors from and against any liability, damage or cost (including reasonable legal fees) resulting from a third-party claim to the extent that such claim arises from: (a) use of the Vitru’home Services in breach of these Terms (or of any applicable Supplementary Terms); (b) Customer Data; or (c) a Customer Offering.

8.2 Indemnification by Vitru’home (Intellectual Property)

Vitru’home will indemnify, defend and hold harmless the Customer, its affiliates, officers, employees and agents from and against any liability, damage or cost (including reasonable legal fees) awarded by a competent court or agreed in a settlement approved by Vitru’home, resulting from a third-party claim alleging that use of the Vitru’home Services, in accordance with these Terms, constitutes an infringement of an intellectual property right (copyright, patent, trade mark or trade secret) of a third party in the European Economic Area or the United States.

Exclusions. The obligation set out in this Section 8.2 does not apply to claims arising from: (a) use of the Services in breach of these Terms or of any documented instruction from Vitru’home; (b) a combination, integration or modification of the Services by the Customer or a third party not authorised by Vitru’home, where the claim would not have arisen without such combination, integration or modification; (c) Customer Data or Feedback; (d) use after Vitru’home has notified a risk of infringement and made available a corrected version or an alternative; or (e) a Customer Offering.

Remedies. In the event of a claim, Vitru’home may, at its option and expense: (i) obtain for the Customer the right to continue using the Services; (ii) modify the Services to make them non-infringing while preserving their substantial functionality; (iii) replace the Services with a non-infringing and substantially equivalent alternative; or, failing that, (iv) terminate the Services concerned and refund the Customer the pro rata amount of Fees paid in advance and not yet consumed.

Cap. Vitru’home’s liability under this Section 8.2 is subject to the liability cap set out in Section 9.2. This Section 8.2 states the exclusive remedy and sole obligation of Vitru’home in respect of any claim for infringement of intellectual property rights.

8.3 Procedure

The indemnification obligation set out in Sections 8.1 and 8.2 is conditional upon the indemnified Party (a) notifying the indemnifying Party of the claim in writing within a reasonable time, (b) granting the indemnifying Party the exclusive right to direct and control (including the choice of legal counsel) the investigation, defence and settlement strategy, and (c) providing the indemnifying Party with all reasonably necessary cooperation and assistance, including access to relevant information, at the indemnifying Party’s expense. Any settlement requiring the indemnified Party to admit liability, pay a sum or perform (or refrain from performing) any act requires its prior written consent.

9.1 Exclusion of Damages

To the maximum extent permitted by applicable law, neither Party, nor their affiliates, subsidiaries, officers, directors, employees, agents or licensors, will be liable for any indirect, incidental, special, consequential (except in the event of breach of Section 6 (Confidentiality)) or punitive damages, including loss of profits, revenue, data, reputation or business opportunity, even if the Party concerned has been informed in advance by the other Party of the possibility of such damages.

9.2 Limitation of Liability

To the maximum extent permitted by applicable law, except (a) for each Party: (i) its gross negligence, (ii) its wilful misconduct or fraud, or (iii) a breach of Section 6 (Confidentiality), and (b) for the Customer: (i) a breach of Section 2.2 (Usage Restrictions) or Section 10 (Fees and Payment), or (ii) its obligations under Section 8 (Indemnification), each Party’s total aggregate liability arising from these Terms or the Vitru’home Services will not exceed the total amount paid by the Customer to Vitru’home during the twelve (12) months preceding the event giving rise to the claim.

10.1 Pricing and Billing Models

The prices applicable to the Customer’s use of the Vitru’home Services are set out on Vitru’home’s pricing page (vitruhome.com/prix), unless otherwise agreed between the Parties, in particular in a written ordering document signed by the Customer and Vitru’home (each, an “Order Form”).

The standard model is a pay-as-you-go purchase of Credits, with no subscription and no minimum term: the Customer acquires Credits by one-off payment and consumes them at its own pace, according to the rate card published at vitruhome.com/prix (Section 10.2).

A subscription or any other billing model (minimum term, periodic fee, renewal) applies only if it is expressly stipulated in an Order Form signed by the Parties, in particular as part of the Enterprise offering. In that case, the Order Form defines the term, renewal arrangements and termination conditions applicable, which prevail over this Section.

10.2 Vitru’home Credits

Vitru’home offers a credit system allowing the Customer to consume the Vitru’home Services on a pay-per-use basis (“Credits”). Credits are an internal unit for measuring consumption of the Services and are neither a currency, nor a means of payment having legal tender, nor a financial instrument.

(a) Acquisition. Credits are allocated to the Customer:

• (i) in addition to certain subscriptions, according to a monthly or annual allocation defined in the Order Form or on the pricing page; or
• (ii) by purchase individually or in packs, at the prices in force at vitruhome.com/prix or specified in an Order Form.

(b) Consumption. Credits are consumed as the Vitru’home Services are used, according to a rate card (number of Credits per site analysis, per AI chat query, per document processed by the vision module, per compliance analysis, etc.) published at vitruhome.com/prix.

The published rate card includes all the elements used to determine the price, including, where applicable: (i) the unit price of each unit consumed; (ii) a minimum charge per run, applicable where the volume requested is below a published threshold, which covers the preparation of the file, irrespective of the number of units selected; and (iii) the price reductions granted according to the quantities of Credits acquired. These elements may be combined.

The exact amount in Credits is displayed to the Customer before each run, on the run command itself, and the debit occurs only when the Customer triggers the run. This amount is authoritative: it already includes the minimum charge applicable to the request.

Any material change to the rate card applicable to Credits already acquired by the Customer or to Services included in a current subscription is notified to the Customer with at least thirty (30) days’ notice, in accordance with Section 13 (Updates to the Terms).

Non-material changes, such as the addition of new paid Services or features, minor technical adjustments, or changes to rate limits necessary to protect the infrastructure against abusive use, take effect upon publication at vitruhome.com/prix or in the associated technical documentation.

(c) Validity and expiry. Unless otherwise stipulated in the Order Form:

• (i) Credits included in a subscription are valid for the current subscription period and are not carried over to the following period;
• (ii) Credits purchased individually or in packs are valid for a period of twelve (12) months from their date of purchase;
• (iii) on expiry of their period of validity, unconsumed Credits are automatically forfeited, with no right to a refund or compensation.

(d) Non-transferability and non-refundability. Credits are strictly attached to the Customer Account. They are neither transferable to a third party, nor refundable in cash, nor convertible into any other product or service. The Customer may not assign all or part of its Credits to another Customer Account without the prior written consent of Vitru’home.

(e) Depletion. Where the available Credits are exhausted, Vitru’home may, according to the settings chosen by the Customer or provided for in the Order Form, (i) suspend access to the corresponding Services until Credits are topped up, or (ii) automatically invoice the Services consumed beyond the allocation, at the price in force.

(f) Monitoring. The Customer may at any time view its Credit balance, its consumption history and the applicable rate cards from its Customer Account.

(g) Waiver of the right of withdrawal. The Vitru’home Services and Credits are acquired in a strictly professional context, for the purposes of the Customer’s business. The Customer acknowledges that these Terms do not fall within the scope of consumer law and expressly waives, to the fullest extent permitted by applicable law, any right of withdrawal that might apply to the acquisition of Credits or to subscribing to a subscription (in particular the right provided for in Article L221-18 of the French Consumer Code (Code de la consommation)). The Customer declares that it is acting as a professional and confirms that the Vitru’home Services are intended for the needs of its business.

10.3 Payment

Unless otherwise stipulated in the applicable Order Form, the Customer will pay all fees due in respect of its use of the Vitru’home Services (the “Fees”) within thirty (30) days of the invoice issue date. Where the Customer has a Customer Account, the Fees are automatically charged to the registered payment method, monthly or at the frequency provided for in the Order Form (or other order confirmation). All sums paid by the Customer are non-refundable, non-cancellable and non-transferable in the form of a credit note.

10.4 Taxes

Fees are stated exclusive of taxes. The Customer is responsible for paying any tax, levy, duty or similar charge (together, “Taxes”) that may be added to the Fees, and undertakes to pay Vitru’home without any deduction relating to Taxes. If Vitru’home is required to collect or pay Taxes, they will be invoiced to the Customer, unless the Customer promptly provides Vitru’home with a valid tax exemption certificate. If the Customer is legally required to withhold tax at source on any payment made hereunder, it undertakes to gross up the amount paid so that Vitru’home receives the full amount of the agreed Fees, notwithstanding such withholding. In that case, the Customer will be solely responsible for remitting the sums withheld to the competent authorities.

10.5 Invoice Disputes

In the event of a good-faith dispute over an invoice, the Customer must (a) pay all undisputed Fees in full, and (b) notify Vitru’home at team@vitruhome.com within fifteen (15) days of the invoice being issued, setting out the grounds for the dispute in sufficient detail.

10.6 Late Payment

In accordance with Articles L441-10 and D441-5 of the French Commercial Code (Code de commerce), any late payment will automatically give rise, without prior formal notice, (a) to late payment penalties calculated on the amount of the unpaid Fees inclusive of tax at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, and (b) to payment of a fixed indemnity for recovery costs of forty (40) euros, without prejudice to Vitru’home’s right to claim additional compensation, upon justification, where the recovery costs actually incurred exceed this fixed amount.

11.1 Term

These Terms take effect on the earlier of the following two dates: (a) the date on which the Customer first uses the Vitru’home Services, or (b) the date on which the Customer accepts these Terms (including by signing an Order Form). They remain in force for the term provided for in the applicable Order Form (if any) or until terminated in accordance with this Section 11.

11.2 Termination by the Customer

In the absence of a current Order Form between the Customer and Vitru’home, the Customer may stop using the Vitru’home Services at any time and terminate these Terms, subject to payment of any sums remaining due (with no right to a refund of sums already paid).

11.3 Suspension or Termination by Vitru’home

Vitru’home reserves the right to suspend or terminate immediately the Customer Account or the Customer’s access to all or part of the Vitru’home Services (including that of any End User) in the following cases: (a) breach by the Customer of these Terms or of Vitru’home’s policies (in particular the Usage Policy); (b) failure to pay any Fees when due; (c) the need to comply with applicable law; or (d) where, on the basis of objective evidence and in Vitru’home’s reasonable judgement, the Customer’s continued use of the Services is likely to cause a serious risk of harm to Vitru’home or to any other person.

Notice in the event of non-payment. By way of exception to the preceding paragraph, in the event of non-payment as referred to in (b), Vitru’home will notify the Customer in writing in advance and grant it a period of seven (7) days from receipt of that notification to remedy the situation, unless a non-payment has already given rise to a similar notification during the last twelve (12) months, in which case suspension or termination may take place without notice.

The Customer may contest any suspension or termination relating to its Customer Account or to an End User Account by writing to team@vitruhome.com.

11.4 Effects of Termination

On termination or expiry of these Terms for any reason whatsoever:

• (a) the Customer pays all Fees remaining due, including any unpaid invoice and any other amount incurred up to the date of termination;
• (b) the Customer’s right to use the Vitru’home Services ends immediately;
• (c) Return or deletion of Customer Data: in accordance with Article 28(3)(g) of the GDPR where Vitru’home acts as Processor (Section 12.3), Vitru’home returns or deletes the Customer Data according to the Customer’s written instructions. Any request for return must be sent to team@vitruhome.com before the effective date of termination or within fifteen (15) days thereafter. Failing a request within that period, Vitru’home deletes the Customer Data and Outputs within a reasonable time, subject to any legal retention obligation referred to in (d) below;
• (d) Statutory retention periods: at the end of the deletion process referred to in (c), Vitru’home retains certain categories of data for the following periods and solely for the following purposes:
  • (i) invoices, accounting entries and supporting documents: for ten (10) years from the end of the financial year concerned, in accordance with Article L123-22 of the French Commercial Code (Code de commerce);
  • (ii) tax and social security data: for six (6) years, in accordance with the French Book of Tax Procedures (Livre des procédures fiscales);
  • (iii) technical logs and connection logs: for twelve (12) months, in accordance with Law No. 2004-575 (LCEN) and Article L34-1 of the French Postal and Electronic Communications Code (Code des postes et des communications électroniques);
  • (iv) prospecting and CRM data: for three (3) years from the end of the business relationship, in accordance with the CNIL guidelines.

  These statutory retention periods prevail over the deletion provided for in (c) solely for the categories of data concerned. Other Customer Data (content, Outputs, uploaded files, etc.) is deleted under the conditions provided for in (c);

• (e) Unconsumed Credits: Credits not consumed at the date of termination are forfeited with no right to a refund, unless otherwise stipulated in the Order Form.

11.5 Survival

On expiry or termination of these Terms for any reason whatsoever, (i) all payment obligations arising during the term of these Terms survive and remain payable, and (ii) the following sections continue to have effect for as long as necessary for their purpose: Section 1 (Access to the Vitru’home Services), Section 2.2 (Usage Restrictions), Section 2.3 (Feedback), Section 3.3 (Restrictions on Outputs), Section 3.4 (Similarity of Outputs), Section 3.5 (Accuracy of Outputs), Section 4 (Use of Customer Data and Outputs by Vitru’home), Section 5 (Vitru’home Intellectual Property), Section 6 (Confidentiality), Section 7.4 (Disclaimer of Warranties), Section 8 (Indemnification), Section 9 (Exclusion of Damages; Limitation of Liability), Section 10 (Fees and Payment), Section 11.4 (Effects of Termination), Section 11.5 (Survival), and Section 14 (General Provisions).

12.1 Definitions

In connection with these Terms, each Party undertakes to comply with Applicable Data Protection Law. The terms “Controller”, “Processor”, “Data Subjects”, “Personal Data” and “Processing” as used herein have the meaning given to them by Applicable Data Protection Law. “Applicable Data Protection Law” means any national, federal, European, regional or local law or regulation relating to privacy, data security or data protection, including, to the extent applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, applicable since 25 May 2018 (the “GDPR”), and French Law No. 78-17 of 6 January 1978, as amended, known as the “Informatique et Libertés” Act.

12.2 Vitru’home as Controller

Vitru’home collects and processes the Customer’s Personal Data as Controller, under the conditions described in our Privacy Policy, available at vitruhome.com/politique-confidentialite (this URL may be changed from time to time).

12.3 Vitru’home as Processor

Where the Customer uses the Vitru’home Services to have Personal Data processed relating to Data Subjects for whom it is itself the Controller, Vitru’home acts as Processor on behalf of the Customer, within the meaning of Article 28 of the GDPR. The terms of this Processing are governed by our Data Processing Addendum (DPA), available at vitruhome.com/data-processing-addendum, which is incorporated by reference into these Terms and forms an integral part of them. The Customer accepts this DPA by accepting these Terms. In the event of any conflict between the DPA and these Terms regarding the protection of Personal Data, the provisions of the DPA will prevail.

13.1 Updates to the Terms

Vitru’home may update these Terms at any time (including all applicable Supplementary Terms, our Usage Policy, and the other documents published on vitruhome.com) in accordance with the procedure described below.

13.2 Notification to the Customer

Vitru’home notifies the Customer of any material update to the Terms, by email or by notification in its Customer Account.

13.3 Entry into Force of Updates

Material updates to the Terms enter into force thirty (30) days after their notification to the Customer. Non-material updates enter into force upon their publication at vitruhome.com/conditions-generales-utilisation.

13.4 Objection to Updates

If an update has a material adverse effect on the Customer, the Customer may object to it by notifying Vitru’home, at team@vitruhome.com, within thirty (30) days of the notification of the update or its publication at vitruhome.com/conditions-generales-utilisation. In that case, the Customer (i) undertakes not to use the new features, services or Vitru’home Services introduced after the effective date of the changes, and (ii) will remain governed by the Terms in force immediately before the update, until the earlier of the following two dates: (a) the end of the current term provided for in an applicable Order Form, or (b) the expiry of a period of twelve (12) months from the date on which the Customer notified Vitru’home of its objection.

14.1 Notices

Any notice or communication required or permitted under these Terms must be made in writing. Notices may be sent (a) to the Customer at the email address or physical address provided when entering into these Terms, or otherwise associated with the Customer Account, or via a notification in the Customer Account, and (b) to Vitru’home by email at team@vitruhome.com, with a written copy to the registered office, 16 rue du Citis, 13140 Miramas, France (or to any other address specified in an Order Form), marked “For the attention of the legal department”.

14.2 Assignment

The Customer may not assign or transfer its rights hereunder, or subcontract its obligations to a third party, without the prior written consent of Vitru’home. Vitru’home reserves the right to assign, transfer or subcontract these Terms or its obligations to an Affiliate without the prior written consent of the Customer. Where Vitru’home subcontracts all or part of its obligations to a third party, it remains responsible for the acts and omissions of that third party.

14.3 Force Majeure

Neither Party will be liable for any failure or delay in the performance of its obligations to the extent that such failure or delay results from circumstances beyond its reasonable control, including in particular:

• (a) acts of God, natural disasters and extreme weather events;
• (b) acts of terrorism, riots, wars, armed conflicts or civil unrest;
• (c) cyberattacks, including denial-of-service (DDoS) attacks, malicious intrusions or ransomware affecting the Party or one of its technical subcontractors;
• (d) pandemics, epidemics and health crises, and the restrictive administrative measures resulting from them;
• (e) prolonged failures of a critical third-party supplier (in particular hosting providers, Internet access providers, artificial intelligence model providers, payment operators);
• (f) lasting power grid or telecommunications outages;
• (g) global or regional shortages affecting the hardware components, energy or computing resources necessary to provide the Services;
• (h) new international sanctions, embargoes, export measures or governmental restrictions imposed after the effective date of these Terms.

The Party invoking force majeure will inform the other Party as soon as possible and will take reasonable measures to limit the impact of the event.

14.4 Publicity

The Customer authorises Vitru’home to mention its name, logo and trade marks in Vitru’home’s commercial and marketing materials (website, presentations, media communications and social media), as a commercial reference. This authorisation is deemed granted unless the Customer expressly objects by written notice to team@vitruhome.com, which will take effect within a reasonable time. The Parties agree that the mere mention of the name, logo or customer status of the other Party under this Section 14.4 does not constitute a disclosure of Confidential Information within the meaning of Section 6. Except as set out above, neither Party may use the name, logo or trade marks of the other Party without its prior written consent in each case (an email being sufficient).

14.5 Independent Parties

These Terms do not create any partnership, joint venture, employment, franchise or agency relationship between the Parties. Neither Party may bind the other or contract obligations on its behalf without its prior written consent.

14.6 No Third-Party Rights

These Terms do not confer any rights on third-party beneficiaries.

14.7 No Waiver

No waiver of any provision of these Terms will be deemed a further or continuing waiver; the fact that Vitru’home does not invoke a right or provision hereof will not constitute a waiver of that right or provision. Any waiver of a right or remedy is effective only if made in writing.

14.8 Entire Agreement

Unless otherwise agreed in writing, these Terms, including our Usage Policy and any applicable Supplementary Terms, together with any Order Form, constitute the entire agreement between the Customer and Vitru’home regarding the use of the Vitru’home Services. Any statement or comment exchanged between the Customer and employees or representatives of Vitru’home is expressly excluded from these Terms and will not be binding on either Party in the absence of a separate written agreement.

14.9 Severability

If any provision of these Terms is declared invalid by a competent court, such invalidity will not affect the validity of the other provisions, which will remain fully applicable.

14.10 Governing Law, Mediation and Jurisdiction

These Terms, and any dispute or claim (including non-contractual disputes) relating to them, their subject matter or their formation, are governed by French law.

Attempt at amicable resolution. In the event of a dispute, the Parties undertake to seek an amicable solution for a period of thirty (30) days from the first written notification of the dispute by one Party to the other. At the end of that period, the Parties may resort to contractual mediation, in accordance with Articles 1530 et seq. of the French Code of Civil Procedure (Code de procédure civile).

Competent jurisdiction. Failing amicable agreement or successful mediation, the Parties agree that the courts of Aix-en-Provence, France, have exclusive jurisdiction to hear any dispute relating to them.

14.11 Conflicts

In the event of any conflict between these Terms and any other agreement between the Parties, the agreements will prevail in the following order: (1) the Order Form (if any); (2) the Supplementary Terms; (3) these Terms; then (4) Vitru’home’s policies and other documentation.

14.12 Support

Vitru’home is solely responsible for providing any support described in the description of the Services on vitruhome.com or in any Order Form.

14.13 Export Control and Sanctions

The Customer undertakes to comply with all applicable laws and regulations relating to export control, economic sanctions and international trade, in particular those of the European Union, France and the United States. The Customer represents and warrants that: (a) neither it nor any member of its staff is located in, or organised under the laws of, a country or region subject to comprehensive sanctions or embargo by the European Union or the United States (in particular, at the effective date, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine); (b) neither it nor any member of its staff appears on a list of designated, sanctioned or restricted persons, in particular those maintained by the Office of Foreign Assets Control (OFAC), the US Department of Commerce, the European Union or the United Nations Security Council; (c) the Customer will not use, re-export, transfer or disclose any Vitru’home Service, Output or technical data in breach of those laws; (d) the Customer will not allow any third party to use the Vitru’home Services or the Outputs in breach of those laws; (e) the Customer will obtain all governmental authorisations, licences or approvals necessary for the export, re-export or transfer of the Vitru’home Services, the Outputs or technical data; and (f) the Customer will not use as Customer Data any information governed by any of the aforementioned regulations without first obtaining all necessary authorisations.