General Terms of Use and Sale

Preamble

Dalenda is a trade name operated by the company JAIDO (SAS, RCS Mulhouse 102 235 819). These Terms are entered into between the User and the company JAIDO, which is a party to the contract. All references to "JAIDO" in this document designate the legal entity that publishes the dalenda.ai website.

These General Terms of Use and Sale (hereinafter the "Terms of Use/Terms of Sale" or the "Terms") govern access to and use of the dalenda.ai website and the services offered by the company JAIDO under the Dalenda brand (hereinafter the "Services").

These Terms apply without distinction to professional Users (companies, self-employed individuals, organizations) and to consumer Users (individuals). Certain provisions apply specifically to consumers within the meaning of the introductory article of the Code de la consommation and are identified accordingly.

By accessing the website, creating an account, or using the Services, the User acknowledges having read, understood, and accepted in full and without reservation all of these Terms. Failing acceptance, the User is invited not to use the Services.

Article 1 — Legal notices and identification of the publisher

Hosting of the website and data

The dalenda.ai website and the data processed by the Services are hosted by OVH SAS (Roubaix), Scaleway SAS (Paris) and Outscale SAS / 3DS Outscale (Saint-Cloud), selected according to the sensitivity level of the data. Outscale is SecNumCloud-qualified by ANSSI (the highest level of trusted cloud qualification in France). All data is hosted within the territory of the European Union, primarily in France.

Article 2 — Definitions

• "JAIDO": the company that publishes the Site and provides the Services.
• "Site": the website accessible at the address https://www.dalenda.ai.
• "Services": all the features offered by JAIDO, in particular the autonomous artificial intelligence agents.
• "User": any natural person of legal age using the Site or the Services.
• "Professional": any person acting for purposes falling within the scope of their professional activity.
• "Consumer": any natural person acting for purposes that do not fall within the scope of their professional activity.
• "Account": the User's personal and secure space.
• "Content": any data, text, image, file, or information transmitted, generated, or stored via the Services.
• "Free Offer": the freemium version of the Services accessible without payment.
• "Subscription": a paid plan granting access to the Services for a fixed period.
• "AI Agents": automated artificial intelligence programs offered by JAIDO.

Article 3 — Purpose

The purpose of these Terms is to define the terms of access to and use of the Site and the Services, as well as the rights and obligations of the parties. The Services consist of providing autonomous artificial intelligence agents designed to automate processes (sales qualification, customer support, content generation, scheduling, personal task management, etc.) and to integrate with the User's tools, in particular Google Workspace, Microsoft 365, and Sign in with Apple authentication.

Article 4 — Acceptance and enforceability

Use of the Services implies full and complete acceptance of these Terms. Acceptance is carried out by checking a dedicated box when creating the Account. This acceptance constitutes an electronic signature within the meaning of article 1367 du Code civil. JAIDO reserves the right to modify the Terms at any time; substantial modifications will be notified to the User at least 30 days before they take effect.

Article 5 — Access to the Service and account creation

5.1 Conditions of access

Access to the Services is strictly reserved for natural persons of legal age (18 years and over). The creation of an Account by a minor, or on behalf of a minor, is strictly prohibited. The Services are accessible both to Professionals and to Consumers of legal age.

5.2 Account creation

Account creation requires the provision of accurate, complete, and up-to-date information. The User is solely responsible for the confidentiality of their credentials. In the event of unauthorized use, the User must inform JAIDO without delay at contact@dalenda.ai.

5.3 Free Offer (Freemium)

JAIDO offers a free version of the Services known as "Freemium", whose features, usage volumes, and capacities are limited. The Free Offer is provided without any guarantee as to its continuity.

5.4 Trial period for paid offers

JAIDO may offer a free trial period for paid offers. At the end of this period, access to paid features is conditional upon subscribing to a Subscription.

Article 6 — Description of the Services and third-party integrations

6.1 AI Agents

JAIDO offers a suite of specialized AI Agents operating autonomously within the framework configured by the User.

6.2 Integrations with third-party services

• Google services: Gmail (sending only), Google Drive (designated files), Google Calendar (full management), via the Google APIs and OAuth 2.0.
• Dalenda Gmail Add-on (optional): an add-on installable from Google Workspace Marketplace, accessing the content of an email only when the User opens it and clicks the Dalenda icon.
• Microsoft 365 services: Outlook, OneDrive, Outlook Calendar, Microsoft To Do, via Microsoft Graph API and OAuth 2.0.
• Apple: Sign in with Apple, for authentication (without iCloud integration).
• Other professional tools (Slack, HubSpot, Salesforce, Notion, Asana, Shopify, etc.).

JAIDO strictly complies with the terms of use and policies of third-party providers (Google API Services User Data Policy, Microsoft APIs Terms of Use, Apple Developer Program License Agreement). The data obtained from these services is never used to train AI models or transferred to third parties for commercial purposes.

6.3 Availability

JAIDO strives to ensure maximum availability of the Services. However, access may be interrupted for maintenance operations, updates, or in the event of force majeure.

Article 7 — Pricing and financial terms

7.1 Prices

• For Consumers: in euros, all taxes included (incl. VAT).
• For Professionals: in euros excluding tax (excl. VAT); the applicable VAT is added at the time of invoicing.

7.2 Payment terms

Payment is made by direct debit or bank card via a secure payment provider. Payment is immediate upon subscription for monthly and quarterly Subscriptions, and at each renewal date.

7.3 Invoicing and payment default

Professionals: in the event of payment default on the due date, and after a formal notice that has remained unsuccessful for 8 days, JAIDO may suspend access to the Services. In accordance with article L. 441-10 du Code de commerce, any late payment gives rise to late-payment interest at the ECB rate increased by 10 points, as well as a fixed recovery indemnity of €40.

Consumers: in the event of payment default, JAIDO will suspend access to the paid Services after a reminder has remained without effect. The Consumer retains access to the Free Offer.

7.4 Price revision

Any modification will be notified to the User at least 30 days before it takes effect and will apply at the next renewal. In the event of disagreement, the User may terminate their Subscription before the effective date without penalty.

Article 8 — Right of withdrawal (Consumers only)

8.1 Procedures for exercising

To exercise their right of withdrawal, the Consumer must notify JAIDO of their decision, before the expiry of the 14-day period, by an unambiguous statement, by email to contact@dalenda.ai or by post to JAIDO – 46 rue de Zillisheim, 68100 Mulhouse, France.

8.2 Effects of withdrawal

In the event of validly exercised withdrawal, JAIDO will reimburse the Consumer for all sums paid, no later than 14 days following the date on which JAIDO is informed of the decision.

8.3 Express waiver of the right of withdrawal

In accordance with article L. 221-28 13° of the Code de la consommation, the right of withdrawal cannot be exercised for contracts for the supply of digital content whose performance has begun after the Consumer's prior express agreement and express waiver of their right of withdrawal. This waiver is carried out by checking a dedicated box separate from the acceptance of these Terms.

Article 9 — Term, renewal, and termination

9.1 Term

The Subscription is taken out for the period indicated (monthly, quarterly, or annual) and renews automatically, unless terminated. For Consumers, in accordance with article L. 215-1 of the Code de la consommation, JAIDO will inform the Consumer of the option not to renew the contract within the legal time limits.

9.2 Termination by the User

The User may terminate their Subscription at any time from their Account or at contact@dalenda.ai. Termination takes effect at the end of the current commitment period, without reimbursement of sums already paid, unless a mandatory legal provision states otherwise.

9.3 Termination by JAIDO

JAIDO may terminate the Subscription as of right, after a formal notice that has remained unsuccessful for 15 days, in the event of a serious breach:

• Persistent payment default.
• Use of the Services contrary to the Terms, the law, or the rights of third parties.
• Fraudulent or abusive behavior.
• Attempt at unauthorized access or compromise of the Service's security.

9.4 Consequences of termination

Upon termination, access to the paid Services is deactivated. The User has 30 days to retrieve their data via the export functions. OAuth tokens (Google, Microsoft, Apple) are revoked immediately.

Article 10 — User obligations

The User undertakes to:

• Use the Services in accordance with their intended purpose and in good faith.
• Provide accurate information upon registration and keep it up to date.
• Preserve the confidentiality of their credentials.
• Not use the Services for illegal, fraudulent purposes, or purposes contrary to public order.
• Not distribute illegal, defamatory, or insulting content, or content infringing the rights of third parties.
• Not attempt to circumvent security measures or disrupt the operation of the Service.
• Not engage in reverse engineering, decompilation, or disassembly of the Services, except within legal limits.
• Not use the Services to train competing AI models or develop a substitutable service.
• Respect the intellectual property rights of JAIDO and third parties.
• Hold the necessary rights and authorizations over the Content submitted, including the personal data of third parties.
• Comply with the regulations applicable to the processing of personal data for which they are responsible (GDPR).

Article 11 — Intellectual property

11.1 JAIDO's property

All elements making up the Site and the Services (software, source code, interfaces, graphics, texts, logos, trademarks, databases, AI models, documentation, etc.) are the exclusive property of JAIDO or its licensors. Any unauthorized reproduction constitutes infringement punishable by articles L. 335-2 et seq. of the Code de la propriété intellectuelle.

11.2 License of use granted to the User

JAIDO grants the User a non-exclusive, non-assignable, and non-transferable license to use the Services, strictly limited to their own needs, for the duration of their access.

11.3 User Content

The User retains full and complete ownership of the Content they submit or generate. They grant JAIDO a non-exclusive, worldwide, and royalty-free license, strictly limited to what is necessary for the provision of the Services. This license in no case authorizes JAIDO to use the Content for the purpose of training its AI models, for its own commercial purposes, or to communicate it to third parties outside the scope of performing the Services.

Article 12 — Personal data

The processing of the User's personal data is governed by the Privacy Policy, which forms an integral part of these Terms. When the professional User processes, via the Services, personal data for which they are the controller, JAIDO acts as a processor within the meaning of article 28 of the GDPR. A Data Protection Addendum is made available upon request at dpo@dalenda.ai.

Article 13 — Legal warranties and liability

13.1 Legal warranties applicable to Consumers

Consumers benefit from the legal warranty of conformity (art. L. 224-25-12 et seq. of the Code de la consommation) and the warranty against hidden defects (art. 1641 et seq. du Code civil). The period is 2 years for the warranty of conformity (5 years for hidden defects from the discovery of the defect).

13.2 JAIDO's obligations

JAIDO undertakes to provide the Services with diligence and in accordance with industry best practices. For AI-based Services, JAIDO is bound by an obligation of means and not of result.

13.3 Limitations of liability

JAIDO's liability cannot be engaged:

• In the event of use of the Services not in accordance with these Terms.
• In the event of force majeure within the meaning of article 1218 du Code civil.
• In the event of failure of networks or third-party services (Google, Microsoft, Apple, etc.).
• In the event of the act of a third party, including another User.

Liability cap (Professionals only): Except in cases of gross negligence or willful misconduct, JAIDO's liability towards Professionals is capped at the amount of the sums paid for the last 12 months preceding the triggering event. These limitations do not apply to Consumers.

13.4 Specific features related to artificial intelligence

The User acknowledges that the results of the AI Agents may be imperfect, incomplete, biased, or erroneous. It is the User's responsibility to verify, validate, and correct the content produced before any use. The User remains solely responsible for the decisions and actions taken on the basis of the results provided. The Services in no case replace qualified professional advice (legal, tax, medical, financial, etc.).

Article 14 — Force majeure

Neither party can be held liable for the non-performance of its obligations in the event of force majeure (article 1218 du Code civil). If the event persists beyond 60 days, each party may terminate the contract without compensation.

Article 15 — Confidentiality

Each party undertakes to keep strictly confidential all information of which it becomes aware in the context of these Terms. This obligation remains in force for the duration of the contract and for 5 years after its termination.

Article 16 — Subcontracting and assignment

JAIDO reserves the right to use subcontractors while remaining responsible for their performance. The User may not assign their rights without the prior written consent of JAIDO. JAIDO may freely assign this contract to any company in its group or to a third party as part of a transfer of business, subject to informing the User.

Article 17 — Hyperlinks and third-party content

The Site and the Services may contain links to third-party sites. JAIDO exercises no control over these sites and disclaims any liability for their content, availability, or practices.

Article 18 — Modification of the Terms

JAIDO reserves the right to modify these Terms at any time. Any substantial modification will be notified to the User by email and/or via a notification on the platform at least 30 days before it takes effect. In the event of disagreement, the User may terminate their Subscription without penalty before the effective date.

Article 19 — Complaints, mediation, and dispute resolution

19.1 Complaints

For any complaint, the User is invited to contact JAIDO's customer service as a priority at contact@dalenda.ai. JAIDO undertakes to respond within 30 days at the latest.

19.2 Consumer mediation (Consumers only)

In accordance with articles L. 611-1 et seq. of the Code de la consommation, the Consumer who has not obtained satisfaction may, within one year of their written complaint, have free recourse to a consumer mediator.

19.3 European online dispute resolution platform

In accordance with article 14 of Regulation (EU) No 524/2013, the Consumer residing in the EU may use the Online Dispute Resolution platform: ec.europa.eu/consumers/odr.

Article 20 — Applicable law and competent jurisdiction

These Terms are governed by French law.

20.1 Disputes with a professional User

Any dispute with a Professional, not resolved amicably, will be submitted to the exclusive jurisdiction of the Commercial Court of Mulhouse, in accordance with article 48 du Code de procédure civile.

20.2 Disputes with a consumer User

In accordance with article R. 631-3 of the Code de la consommation, the Consumer may bring the matter, at their choice, before one of the territorially competent courts or the court of their place of residence. No jurisdiction clause may be enforced against them.

Article 21 — Miscellaneous provisions

21.1 Entirety

These Terms, together with the Privacy Policy, the Cookie Policy, and, where applicable, the Data Protection Addendum, constitute the entire agreement between the parties.

21.2 Partial nullity

If one of the provisions were to be declared null and void, the other provisions will retain their full force and scope.

21.3 Non-waiver

The fact of not relying on a breach cannot be interpreted as a waiver of the right to rely on such a breach in the future.

21.4 Evidence agreement

The computer records made on JAIDO's servers (logs, connection traces, etc.) will serve as evidence between the parties, unless proven otherwise.

21.5 Language

These Terms are written in French. In the event of translation, only the French version shall prevail between the parties.

Contact