Terms and conditions of sale and use

As of March 25, 2025

We provide English, Spanish and German translations of the terms and conditions for information purposes only.
The French version of the terms and conditions shall prevail in all legal proceedings.

CALADE TECHNOLOGIES provides professional customers with mobile messaging communication services via the "smsmode" platform.^©"under the conditions set out below.

YOU ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS ARE BINDING AND THAT YOU ACCEPT THEM. OTHERWISE, YOU ARE NOT AUTHORIZED TO USE THE SERVICES OF SMSMODE^©.

1. Definitions

Customer: any natural or legal person ordering the right to use the Services for business purposes and committing to these General Terms and Conditions, including natural person users who use the Services in the name and on behalf of the Client.
Ordering: any order for the right to use the Services by the Customer, accepted by smsmode©, appearing on an order form or on the Customer's personal space on the Platform. The order may be placed online on the Platform or directly with smsmode.^© by e-mail exchange, paper or electronic signature tool, as appropriate.
General Terms and Conditions or Contract: these general terms and conditions of sale and use of the Services and any document annexed to or referred to in these General Terms and Conditions, in particular the Order and the applicable Special Terms and Conditions.
Special Conditions: the special conditions applicable to the Services ordered and as appended to these General Conditions.
Recipients: persons to whom the Customer sends a Message in the context of the use of the Services.
Data: data or information used or created by the Customer in connection with the use of the Services, including Personal Data.
Personal Data: personal data that can be used to identify, directly or indirectly, a natural person within the meaning of current regulations.
Messages : messages or electronic communications, including SMS, that may be sent by the Customer via the Services provided by smsmode^©as described in the applicable Special Conditions.
Platform: platform accessible viasmsmode
Services : services for providing the Platform and services for sending Messages provided by smsmode^© to the Customer as described in these General Terms and Conditions and in the applicable Special Terms and Conditions.
^smsmode©: Calade Technologies, a limited liability company with its registered office at 4 Rue DUVERGER, 13002 Marseille, registered with the Marseille Trade and Companies Register under number 478 715 766 represented by Ludovic POGNON.

2. Purpose and scope

Unless otherwise expressly agreed in writing by smsmode^©The purpose of these General Terms and Conditions is to define the terms and conditions of use of the Services by the Customer.

Use of the Services is subject to acceptance of and compliance with these General Terms and Conditions (including any applicable Special Terms and Conditions).

Acceptance of the Order and the General Terms and Conditions (including any applicable Special Terms and Conditions) by one of the Customer's employees or associates is deemed to have been made in the name and on behalf of the Customer by a duly authorized person.

3. Description of Services

The Services enable the Customer to send MessagesSMS) to the cell phone of the correspondent of his choice, the Recipient(s), in immediate or delayed transmission, as a single message or in bulk.

Sending messages and Platform functionalities

Depending on the type of SMS used and the Customer's wishes, the sender can be personalized for each destination, and a report of receipt of the SMS sent can be obtained.

The Platform also provides an address book system for managing lists of contacts (Recipients), which can be used when scheduling mailings, a red list for storing the numbers of Recipients who do not wish to receive Messages from the Customer, and a system for managing sub-accounts of the Customer's main account.

The Platform includes an opt-out list management tool. If the Customer chooses to manage these lists himself, he assumes full responsibility for their management and conservation, as well as compliance with the regulations in force. The Customer must inform smsmode^© of this decision in writing.

Duplicate numbers can be processed on the basis of the address book. In addition, any duplicates are systematically identified when a Message is sent, so that a single Message is sent for each Recipient.
Messages will be considered sent to the Recipient's mobile when they are transmitted to the mobile operator. smsmode^© does not guarantee delivery by the mobile operator.

Each Message submitted for dispatch is valid for 24 hours from the date of dispatch. At the end of this period, if the Message has not been considered as received, it will be considered as undeliverable and no further delivery attempts will be made.

The description of the Services subscribed to by the Customer is specified in the Special Conditions applicable to the Services used, in addition to the present provisions.

Prerequisites

To use the Services, the Customer must:
- Internet access (broadband is recommended);
- Have ordered the relevant Services;
- Comply with any other prerequisites specified in the Special Conditions or communicated by smsmode^©.

In general, all technical resources and telecommunication costs necessary to access and use the Website and Services are the sole responsibility and under the sole liability of the Customer. Unless otherwise agreed in writing, the Services do not include installation, configuration, adaptation, customization, or suitability of the Services to the specific needs of the Customer, nor training services.

Account creation and login

Access to the Services by the Customer via the Platform is by means of the creation of an account to which unique identifiers are associated. The Customer undertakes not to divulge these identifiers, which are strictly personal.

The Customer is solely responsible for the use of these identifiers by third parties, and in this respect guarantees smsmode^© against any request and/or action based on the use, fraudulent or otherwise, of these identifiers. To prevent fraudulent use of the identifiers, the Customer undertakes to choose a password providing a high level of security in accordance with the standards and recommendations currently in force.

The Customer undertakes to provide all the information requested when creating an account. This information must be accurate and up-to-date. He/she undertakes to modify his/her account information in the event of any change.

smsmode^© reserves the right to ask the Customer for supporting documents and to suspend the creation of or access to the account if the Customer fails to respond to such a request.

Support

For non-subscription customers, the Services include access to e-mail support. smsmode^©subject to reasonable requests and a limit of 5 tickets per month.

For Subscription Customers, Services include access to support by e-mail and telephone during smsmode^© (Monday to Friday, 9am to 12pm and 2pm to 5pm, excluding public holidays), subject to reasonable demand and a limit of 30 tickets per month.

Evolution

smsmode^© reserves the right to develop the Services, in particular by making new functions available, or by modifying or removing certain functions, or by changing the applicable rates, after informing the Customer. smsmode^© will provide the customer with a summary description of major changes within one month.

Any other services to be provided to the Customer must be agreed in writing in advance.

smsmode^© grants no other warranty than those expressly mentioned in these Terms and Conditions.

4. Financial conditions

In order to be able to use the Services, the Customer must have credited his account through a prior purchase of credits for non-subscribing Customers, or have taken out a subscription for subscribing Customers.

Subscription

The Customer takes out a subscription under the conditions defined in the Order, which notably defines the subscription price and the rate applicable to the sending of Messages.

The subscription fee is payable whether or not the Customer has used the Services during the month in question.

If a subscription is taken out, the Customer undertakes to pay the amount due to smsmode^© for the subscription and the Messages consumed during the past period, as mentioned in the invoice issued by smsmode^©.

Purchase and use of credits (non-subscriber customers)

The Customer must acquire from smsmode^© credits prior to using the Services, which entitle the user to access the Services and send a specific number of MessagesSMS), hereinafter referred to as "Credits").

Details of current rates are available on the Website. The Customer undertakes to pay the amount due to smsmode^© when the Credits are ordered, by credit card, bank transfer, cheque or direct debit.

Credits are valid and usable only after actual payment has been received by smsmode.^©.

All purchases of Credits are final and the Customer may not, under any circumstances, request partial or total reimbursement.

Credits are valid for 12 months from the date of the Order. If the Credits are not used within this period, they will be lost and the Customer will not be entitled to any reimbursement for Credits not used.

Credits entitle the holder to a specific number of Messages based on the current price of Messages. Changes in the price of messages may have an impact on the number of messages associated with the number of credits acquired, in the event of an increase or decrease in the price of messages during the period of validity of the credits.

Message pricing and consumption

smsmode^© offers single tariffs by destination by default.

However, if the Customer sends a disproportionate volume of traffic to a single operator in a given country, i.e. when the Recipients of a group send do not represent the usual distribution of numbers between local operators, smsmode^© reserves the right to suspend the dispatch of Messages and/or to readjust the rates for the said destination.

All Messages submitted to the Platform for dispatch are considered consumed and invoiced, including those sent to invalid telephone numbers or detected as erroneous or invalid after submission. Messages are considered as submitted as soon as they are transmitted on the Platform for dispatch, regardless of the final status of the Message (delivered, undelivered, wrong number).

Billing and payment

Services are invoiced either when Credits are purchased (cash payment on invoicing), or on a monthly basis for subscriptions. The payment period for subscriptions is indicated in the Order or in the contract. If not specified, payment must be made in cash at the time of invoicing.

Any issue regarding an invoice must be notified in writing, giving the reasons therefor, within 15 days of receipt of the invoice, failing which the invoice will be deemed to have been accepted by the Customer. Any delay in payment with respect to the agreed due date shall give rise, without notice, to the application of interest at a rate equal to an annual rate of 10% per day, as well as compensation for collection costs, which may not be less than €40, without prejudice to any other rights and remedies.

Any delay in payment in relation to the agreed due date will give rise to the application of penalties equal to an annual rate of 15% and compensation for collection costs of a minimum fixed amount of 40 euros, without the need for any prior formal notice, and without this clause precluding any action to collect the debt. All costs incurred as a result of this failure to act will be or remain the responsibility of the defaulting debtor.

Furthermore, in the event of late payment, smsmode^© may suspend the Services immediately or terminate the Contract.

5. Term and termination

The Contract is concluded when the account is created, for an indefinite period.

In case of subscription

Subscriptions are valid for one year from the date of purchase. At the end of this period, the subscription will be tacitly renewed for a period equal to that of the initial subscription, unless cancelled.

Either party may unilaterally terminate the subscription, without justification, by letter with acknowledgement of receipt at least one month before the end of the current period. Termination will take effect on the date of expiry of the subscription.

The Customer may, at any time during the term of the subscription, request to modify the type of subscription, in particular to access other Services made available by smsmode^©. Subscription changes must be made by registered letter with acknowledgement of receipt addressed to smsmode^© at least one month before the effective date of the change and subject to the agreement of smsmode^©.

In the event of termination of the subscription, the Contract will continue in accordance with the provisions applicable to non-subscribing customers, unless a new subscription is taken out.

Non-subscriber customers

Either party may terminate the Contract unilaterally, without having to give any justification, by letter with acknowledgement of receipt, with one month's notice.

Early termination

Should a party fail to comply with the provisions of the General Terms and Conditions and/or the Special Terms and Conditions, the party complaining may terminate the contract, automatically, by operation of law and without any formality, 30 (thirty) days after a formal notice by registered letter with acknowledgement of receipt has remained without effect or, as the case may be, immediately if the breach invoked is not likely to be remedied.

Inactivity

In the event of inactivity for a period of 24 consecutive months, the account may be deleted (and the Contract terminated) after 15 days' notice to the Customer.

Suspension

smsmode^© reserves the right to suspend, ipso jure, the Customer's right of access to the Services, without notice or compensation, in the following cases:

A breach by the Customer (or one of the users) of these General Terms and Conditions ;
Any unlawful act or attempted unlawful act caused by or originating from the Customer's account;
The information concerning the Customer as communicated at the time of his registration does not correspond to reality or the Customer refuses to communicate the supporting documents reasonably requested by smsmode^© ;
Non-payment of all or part of the sums owed by the Customer to smsmode^© after due date ;
In application of a legal or regulatory injunction or provision applicable to smsmode^© or one of its suppliers;
If required for maintenance or safety purposes (including smsmode^© will endeavour, if possible, to warn the Customer and to limit the duration);
In the event of suspension of the provision of Services by smsmode's supplier(s)^©not due to smsmode^©.

In general, the Contract may be suspended or terminated (for any reason whatsoever) in its entirety or only in respect of one type of Service at the option of the party terminating the Contract.

Termination of the Contract, for any reason whatsoever, whether early or at the end of its term, will entail termination of the right to use the Services concerned by the termination, and in the event of termination for all Services, termination of the Customer's right of access to the Services and deletion of his account. Without prejudice to the provisions of the Appendix relating to the processing of Personal Data, the Customer shall be personally responsible for the recovery of the Data, it being specified that the deletion of such Data shall take place automatically 3 months after termination of the Contract unless otherwise required by law.

6. Obligations of Customer

The Services are intended for professional use. The Customer must be of legal age and able to provide proof of professional activity upon request by smsmode.^©.

Compliance with use of the Services

In using the Services, the Customer undertakes to comply with all applicable national and international laws and regulations, and in particular (without limitation) not to use them to post, send or transmit any content:

Of a violent nature or likely to undermine human respect and dignity, equality between men and women, the protection of children and adolescents, including through the production, transport and dissemination of messages of a violent or pornographic nature or likely to infringe human dignity;
That encourages the commission of crimes and misdemeanours;
That encourages the consumption of prohibited substances;
That causes or is likely to cause discrimination, hatred, violence because of race, ethnicity or nationality;
That is illegal, harmful, threatening, abusive, harassing, defamatory, abusive, vulgar, obscene, that threatens the privacy of others or is likely to offend the sensitivity of certain persons;
That is misleading, including by usurping the name or corporate name of other persons;
That infringes the rights of third parties, such as but not limited to, any manufacturing secret, professional secrecy, confidential information, trademark, patent and in general any industrial or intellectual property right or any other right concerning information or protected content;
Including, without this list being exhaustive, computer viruses or any other code or program designed to interrupt, destroy or limit the operation of any software, computer or telecommunication systems, or that constitutes spam.

In general, the Customer undertakes to comply with the applicable General Conditions and Special Conditions as well as with the specific obligations communicated by smsmode.^© on the platform, not to infringe in any way whatsoever any third-party rights, not to use or distribute any content prohibited by law and not to hinder or disrupt the operation of the Services.

The Customer acknowledges and accepts that it is responsible for the Data and content created, stored or disseminated as part of the use of the Services, to the exclusion of any liability on the part of smsmode^© or its suppliers.

The Customer also undertakes to comply with the recommendations of the Autorité de Régulation Professionnelle de la Publicité (ARPP) concerning the rules governing advertising campaigns. In particular, the Customer must (without this list being limitative) provide clear and unequivocal, legible and/or audible information enabling the advertisement and the advertiser to be identified.

The customer is informed that telecommunication operators may block mailings that do not comply with the rules defined by ARPP and/or when fraudulent messages (identity theft, phishing, smishing and others) are detected. smsmode^© cannot be held responsible for such blocking, which may be implemented by telephone operators without prior consultation with smsmode^© or the Customer.

The Customer also undertakes to comply with the applicable recommendations concerning Personal Data issued by the Commission Nationale Informatique et Libertés (CNIL) and the European Data Protection Committee (EDPC). In particular, the Customer undertakes to use the Services only in respect of Personal Data concerning Recipients that it is authorized to process, in compliance with the regulations in force, in particular concerning Personal Data, the collection of telephone numbers and canvassing or the sending of Messages and, where applicable, with the Recipient's consent.

The Customer also undertakes to make compulsory use of devices enabling the Recipient to oppose the receipt of prospecting messages or, if applicable, the processing of his or her Personal Data. In particular, the Customer is informed that the STOP SMS or a short link in certain countries is a tool which enables Recipients of prospecting Messages sent by the Customer to unsubscribe from the mailing list. Its use is compulsory for all canvassing, commercial or promotional campaigns, in accordance with the French Consumer Code and the French Post and Electronic Communications Code. The Customer must remove the Recipients from the mailing list in the event of opposition to the receipt of Messages or the processing of their data.

In some countries, an unsubscribe confirmation message is mandatory for "marketing" type mailings. It is sent automatically from the marketing message sender's account, at the Customer's expense.

The Customer undertakes to respect the obligations concerning the issuer called OADC or SenderID and more generally the charter applicable to Business Messaging services of the AF2M deontological commission dedicated to Business Messaging (BM) services.

In particular, in France, the SenderID is limited to 11 alphanumeric characters with no special characters or digits alone (excluding short numbers) and Messages may be blocked if the SenderID does not comply.
An evolving list drawn up by AF2M may prohibit or restrict certain SenderIDs called :

ISA (Interdit Sauf Autorisation) (requiring signed authorization from the brand),
SI (Strictly forbidden).

Sending a message with a non-compliant senderID may result in a fine from the operators, which will be passed on to the customer in full.

Some countries require prior registration, forbid the modification of shortcodes or only allow long numbers.

smsmode^© reserves the right to overwrite or adapt the Sender ID in accordance with legal requirements in each country, without being held responsible for the use of a non-compliant SenderID for the Customer.

If the Customer becomes aware of a probable or proven breach of this article or of the applicable Special Conditions, the Customer undertakes to inform smsmode of such breach.^© in writing. Likewise, the Customer undertakes to inform smsmode^© in writing of any request or communication from the competent authorities relating directly or indirectly to the provision or use of the Services by sending a copy of the said request or communication and/or all information relating thereto.

Fighting fraud: smishing

When using the services provided by smsmode^©the Customer acknowledges and accepts that smsmode^© may automatically check the SenderIDs and URLs used in Messages sent via the Platform in order to prevent and combat any smishing or other fraudulent activity, in accordance with French and European regulations on the security of electronic communications. In the event of suspected fraud, smsmode^© may suspend or block the sending of the Messages concerned, without entitling the Customer to compensation. Any attempt to circumvent these measures may result in immediate termination of the Contract in accordance with the General Terms and Conditions.

Use of the Services and restrictions

The Customer undertakes to use the Services only for its own needs and in particular not to resell all or part of the Services, alone or with other services, to third parties, unless expressly agreed by smsmode^©.

Warranty

The Customer undertakes to guarantee smsmode^© and its suppliers from any direct or indirect damage, loss, condemnation or payment resulting from any claim or action brought against it, or any complaint lodged against it, by a third party, as a result of the use by the Customer, or under the control of its identifier, of the Services in conditions that do not comply with the General Terms and Conditions, the applicable Special Terms and Conditions or the applicable regulations. This warranty covers any amount that smsmode^© (or its suppliers) would be required to pay for any reason whatsoever, including legal fees and court costs.

In particular, any fine or sanction imposed by an operator or an authority as a result of a violation of the rules relating to smishing or, more generally, of a legal or regulatory provision will be passed on to the Customer in full, without prejudice to any damages that smsmode^© can claim.

7. Obligations of smsmode^©

smsmode^© undertakes to provide and supply the Services in accordance with current French and European legal and regulatory provisions and with the practices and rules of the IT services profession. In particular, smsmode^© undertakes to :

Comply with the legal obligations specific to the secrecy of correspondence sent by means of telecommunications, the violation of which is sanctioned by the provisions of Articles L.226-15 and 432-9 of the French Criminal Code, subject in particular to the provisions of the French Act No. 91-646 of 10 July 1991);
Ensure the security, confidentiality and integrity of Messages and Personal Data concerning the Recipients communicated by the Customer under the conditions detailed in the Appendix "Personal Data" and, where applicable, the Special Conditions;
Provide the Services and make them accessible 24/7, excepted for interruptions, scheduled or otherwise, for security, maintenance or resulting from force majeure.

The Customer declares that he is aware of the specific characteristics and delivery times of the various Services offered by smsmode^©.

8. Personal Data

The provisions applicable to the processing of Recipients' Personal Data by the Customer (data controller) and by smsmode^© (subcontractor) are set out in the Appendix "Personal Data" at the end of these General Terms and Conditions.

The provisions applicable to the processing of Personal Data provided by the Customer by smsmode^© (data controller) for the performance of these General Terms and Conditions are set out in the privacy policy of smsmode^© available on the Website.

9. Confidentiality and intellectual property

In addition to the provisions applicable to Personal Data, the parties undertake to keep confidential and not to use for their own benefit any information of a confidential nature, including, but not limited to, any trade secrets, proprietary information, commercial and financial details and any other information of commercial value (hereinafter "Confidential Information").

This article does not apply to Confidential Information which the recipient party can demonstrate is in the public domain or of which it was already aware at the time of its disclosure, that falls into the public domain subsequently other than by a breach of this clause or that came into the possession of the recipient party legally via a third party.

If an authority or a court requests Confidential Information, the parties will contact each other and cooperate to minimize the possible negative effects of such disclosure.

The Customer acknowledges that, should an authority or a court request smsmode^© or any of its suppliers to disclose information relating to the Customer or the use of the Service, smsmode^© or the supplier will be obliged to comply and provide this information.

The recipient party will return to the disclosing party all Confidential Information in the recipient party’s possession in any form upon termination or expiry of the Agreement.

The terms of this clause will survive the expiry or early termination of the Agreement, as long as the Confidential Information does not fall into the public domain

10. Intellectual property

In general, the intellectual property rights in all software, information, technology or data whatsoever provided by either party under the Contract shall remain the property of that party.

The Customer acknowledges that the copyrights and other rights relating in particular to intellectual and industrial property, patents, trademarks, trade secrets, know-how, ideas, concepts and inventions, any interest, whether or not covered by applicable law, concerning the Solution, including but not limited to any modifications, translations, adaptations, improvements, corrections, updates or new versions, derivative works, compilations, technical know-how, are and shall remain reserved at all times to smsmode^©. smsmode^© grants the Customer the right to access and use the Platform in its executable form for the duration of the Contract. This right of use is personal, limited, temporary, non-transferable and non-exclusive to the Customer, and may not be assigned or lent to any other person. The rights granted in this Agreement do not transfer to the Customer or Users any rights other than those expressly granted herein.

Any use not provided for herein is prohibited and, in particular but without limitation, the Customer (including Users) undertakes not to (nor authorize any third party to) (i) use the Platform for any purpose other than that provided for in the Agreement, (ii) copy, reproduce, alter, adapt, modify in any way whatsoever, (ii) copy, reproduce, alter, adapt, modify in any way whatsoever, translate in any way whatsoever, integrate into another product, all or part of the Solution, create derivative works from the Platform, disassemble or reverse engineer in any way, or attempt to discover the source codes (deemed strictly confidential), including to correct errors, smsmode^© (iii) infringe in any way whatsoever the rights of smsmode^© or security and protection measures of the Platform, (iv) distribute, sublicense, broadcast, assign, rent, lease, lend, or otherwise transfer for commercial purposes, even free of charge, any or all of the rights granted herein, by any means, to anyone, except with the express prior consent of smsmode^©.

In accordance with the provisions of article L122-6-1 IV of the French Intellectual Property Code, the Customer is not authorized to carry out acts of decompilation in order to make the Platform interoperable with hardware or other software before informing smsmode.^© directly and in advance in writing, and as long as the information required for interoperability is available or as long as smsmode^© uses reasonable efforts to provide them.

This Agreement constitutes a right of access to the Platform for the use of the Services and the Customer does not have the right to make a single backup copy thereof.

In the event of a definitive ban on operating the Platform, the Parties may terminate the Contract without further compensation.

11. Responsibilities

Customer's responsibilities

The Customer uses the Services under its sole and exclusive responsibility. In particular, the Customer is solely responsible for the use he makes of the Services and the Data he uses or communicates through the Services.

Responsibilities of smsmode^©

The parties acknowledge that, due to the complex nature of the telecommunications networks and the Services, the latter may present undetected or unidentified malfunctions. The Contract is entered into by the parties with full knowledge of the possible existence of such malfunctions. smsmode^© is therefore only bound by an obligation of means, and may therefore only be held liable if it can be proved that it has not made all its resources available to the Customer in order to provide the Services in accordance with these General Terms and Conditions and the applicable Special Terms and Conditions. Being subject to an obligation of means, smsmode^© shall not be held liable for any damage whatsoever resulting from the unavailability of the Services that is not due to a proven fault on the part of smsmode^©.

Under no circumstances, smsmode^© shall not be liable to the Customer for any consequential damages, including but not limited to loss of earnings, loss of business, profits, data, recordings or content, business interruption or inability to access, except as provided for in the applicable General Terms and Conditions and Special Terms and Conditions.

The amount of damage for which smsmode^© may be held liable, under the conditions set out above, will be limited to the amount actually paid by the Customer for the provision of the Services concerned during the twelve (12) month period preceding the event which caused the damage.

Any complaint concerning the performance, non-performance or improper performance of a Service must be notified in writing by the Customer to smsmode^© within a maximum period of one year from the date of performance of the Service or from the date of the event causing the damage.

Force majeure

Neither party shall be liable for any breach of its obligations hereunder if such breach results from any act, fact or event beyond its reasonable control, in particular as a result of force majeure, including but not limited to events recognized as such by case law, and, without limitation: strikes, wars, import or export embargoes, lock-outs, accidents, fires, blockades, natural disasters, pandemics, disturbances, interruptions and anomalies affecting transmissions through telecommunications networks, delays, suspensions or interruptions of service by mobile telephone operators, orders from the Autorité de Régulation des Télécommunications imposing the total or partial suspension of GSM public radiotelephony, power cuts or any other technical difficulty or malfunction of the Internet network.

Compensation

Generally, each party will indemnify the other party against all claims brought by any third party in connection with the provision or use of the Services under this Agreement, provided that the party seeking indemnification (i) immediately notifies the other party of such third party claim, (ii) grants the other party control of the defense to such claim, (iii) does not enter into any negotiations or transaction without the consent of the other party and (iv) cooperates in all respects with the other party in the defense to the claim.

12. Law, disputes & jurisdiction

The law applicable to the formation, performance, termination and validity of this Contract is French law. In dealings with the Customer, only the French version of the Contract shall prevail.

In the event of any difficulty between the parties relating to the formation, interpretation, application or termination of the Contract, they will attempt to resolve their dispute amicably (except in the case of summary proceedings or emergency).

Failing amicable resolution within one month of notification of the dispute by one party to the other, the dispute shall be submitted to the Commercial Court (or Tribunal des Activités Economiques) of Marseille, to which jurisdiction is expressly granted, even in the event of multiple defendants or third-party proceedings, emergency proceedings or protective proceedings, within one year of the date on which the party initiating the action knew or should have known of the facts giving rise to it.

13. Miscellaneous

Should any provision of this Agreement be null and void or unenforceable by virtue of a law, regulation or enforceable decision by a Court or competent authority, the parties expressly agree that the agreement shall not be affected by the invalidity of the aforementioned clause.

Failure by either party to require at any time the strict performance by the other party of any provision of these General Terms and Conditions may not be deemed to constitute a permanent waiver of such provision. Accordingly, each party may at any time request the strict and complete performance by the other party of this Agreement. The Customer grants to smsmode© the right to use and reproduce the name and logo of the Customer, for reference only, for any display or use on the Website or on any commercial media of smsmode©.

The Customer grants smsmode^©the right to use and reproduce the Customer's name, company name and logo, for reference purposes only, for any distribution or use on the Website or on any smsmode commercial medium.^©.

Special conditions of sale and use of SMS / TTS / Time2chat / RCS sending services

As of March 25, 2025

We provide English, Spanish and German translations of the special conditions of sale and use for information purposes only.
The French version of the special conditions of sale and use shall prevail in all legal proceedings.

These Special Terms and Conditions apply to the use of theSMS service in addition to the smsmode General Terms and Conditions of Sale and Use.^©.

1. Purpose and application of the Special Conditions

In addition to the General Terms and Conditions, the purpose of these Special Terms and Conditions is to define the terms and conditions for the use of Message Services such as Short Message ServiceSMS), Text To Speech (TTS), Time2Chat (T2C) and Rich Communication Services (RCS) provided by smsmode.^© to the Customer.

2. Special conditions for Time2Chat (T2C)

09 number assignment

For the proper functioning of the Time2Chat service and to enable all responses (MO) to be forwarded, at least one 09 number is allocated to the Customer for the duration of the Services (and may be allocated to a third party after termination). This number serves as a collection point for all incoming messages (MO). It will be declared to the operator, implying knowledge of the following information:

Customer name
Siret
Usage
Responsible person's contact details (name, surname, phone number and email address)

Session and billing

Time2chat is a service that only works on the 4 French MNOs (Free, Orange, SFR and Bouygues telecom). The first message sent (MT) is billed at the price of a T2C MT.

Sending a long T2C MT (more than 160 characters) does not trigger a session. This will be billed at the MT rate, according to the number of SMS characters represented by the long T2C MT.

A Time2Chat session is billed from :

the recipient's first response (MO) ;
upon receipt of an MO initiated by the Recipient.

T2C MT messages sent as part of an open session (after a MO) are not billed.

As long as there is no MO, no session is opened and MT messages are billed at the rate of the first MT.

Each MO message received triggers a Time2Chat session, for which a fee is charged.

A Time2Chat session ends at midnight of the day of the first MO to open the session.

3. Special conditions for Rich Communication Services (RCS)

The Services allow the Customer to use the "RCS" (Rich Communication Services) channel, enabling enriched exchanges (interactive conversations with clickable buttons, images, etc.) via 24-hour communication sessions, opened by an initial interaction.

In this context, the Customer undertakes to provide smsmode with^© all the information required for the creation of enriched content (in the formats and sizes requested by smsmode)^© with regard to the restrictions imposed by its suppliers, that smsmode^© may modify if necessary) and remains responsible for their validation and dispatch to the Recipients.

The Customer undertakes not to leave messages sent by Recipients unanswered for more than 72 hours.

Availability

The Services enable the Customer to use the "RCS" (Rich Communication Services) channel, according to the communication protocol developed by operators through the GSMA, and which offer an enriched and enhanced messaging experience. RCS messages are routed by operators offering RCS services.

RCS is available on Android and IOS devices. RCS is only activated when all participants in the conversation have RCS enabled on their smartphone.

RCS can only be sent once the agent has been validated by the operators (including in the case of modification of a validated agent). To do so, the customer must provide his contact details and confirmation that he authorizes the operators to transit traffic on his behalf (on request from smsmode^©In order to do so, the Customer undertakes to sign a mandate in due form). The Customer acknowledges and accepts that operators may modify agent validation procedures at any time.

The Customer accepts that smsmode^© may terminate the SCRs with 15 days' notice in the event of termination of the contract with its suppliers, or the supplier may, at its sole discretion, temporarily or permanently block the dispatch of SCRs that it deems to be contrary to the applicable conditions, or suspend a TCS agent.

Billing

All Messages (RCS MT) sent in a session, whether delivered or not, are billed according to the rates in force.

All Messages generating an interaction (click on the RCS) are billed at the session price.

We provide English, Spanish and German translations of the appendix for information purposes only.
The French version of the appendix shall prevail in all legal proceedings.

The purpose of this appendix is to define the conditions under which smsmode^© undertakes to process the Recipients' Personal Data on behalf of the Customer as part of the execution of the Services.

In the context of their contractual relationship, both Parties undertake to comply with regulations applicable to the processing of personal data, including in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable as of 25 May 2018 (hereinafter the “GDPR ”).

smsmode^© strives to take into account the principles of data protection by design and data protection by default in the development of the Platform.

This appendix applies in addition to and without prejudice to the applicable General Conditions and Special Conditions. Capitalized words are defined in the applicable General Conditions and Special Conditions.

1. Processing operations

In accordance with Article 28.3 of the GDPR, the processing of Personal Data in the context of the Customer’s use of the Services is described below.

The use of the Services requires the processing of Personal Data concerning the Recipients of the Messages, for which the Customer is the data controller. smsmode^© is the subcontractor.

Types of personal data

As a minimum, the mobile phone number of the Recipient and the Message to be sent are mandatory,
If applicable, presence in a red list or in a given customer list,
Optionally, at the Customer's discretion: first name, company, telephone number, e-mail address of the Recipient, address, city, country,
Categories of persons concerned : Recipients of Messages (customers, prospects or users of the Customer).

Nature and purpose of processing

Collection and management of the contact details of the Recipients and of the Messages determined by the Customer in order to enable the dispatch of said Messages to the Recipients.

Duration of treatment

Duration of the Contract between smsmode^© and the Customer.
Concerning the retention period of message histories, data will remain in the active database for 6 months. Once this period has elapsed, the data will be archived for 12 months and then permanently deleted. Other data is processed for the duration of the Contract.

2. Obligations of the Customer (data controller)

The Customer undertakes to comply with its obligations under the applicable regulations (in particular concerning the protection of Personal Data, the collection of telephone numbers and canvassing and the sending of Messages), with regard to the Recipients.

The Customer shall ensure confidentiality of the login and password used to access the Services and to implement appropriate technical and organizational measures to use the Services on devices, software and equipment under its responsibility.

The general obligations of the Customer when using the Services are set out in the applicable General Terms and Conditions.

The Customer undertakes to communicate to smsmode^© the name and contact details of its Data Protection Officer (DPO) or, failing that, a contact person for questions relating to Personal Data.

smsmode^© is a subcontractor as defined by applicable regulations. smsmode^© has appointed a Data Protection Officer (DPO) whose address issmsmode

Pursuant to Article 28.3 a) of the GDPR, smsmode^© processes Personal Data only on the basis of documented instructions from the Customer, for the purposes set out in this Appendix. This Appendix and the Customer's actions in using the Services constitute the Customer's instructions.

If smsmode^© is required to transfer data to a third country or to an international organization under European Union or French law, smsmode^© will inform the customer, unless prohibited for important reasons of public interest.

Pursuant to Article 28.3 b) of the RGPD, smsmode^© ensures that persons authorized to process Recipients' Personal Data undertake to respect the confidentiality of such Personal Data and are aware of the need to protect Personal Data.

Pursuant to Article 28.3 c) of the RGPD, smsmode^© uses its best efforts to take all appropriate technical and organizational measures to guarantee a level of security appropriate to the processing of Recipients' Personal Data. A description of the security measures is provided by smsmode^© on request (see article 4 below).

Pursuant to Article 28.3 e) of the RGPD, smsmode^© undertakes to cooperate as far as possible with the Customer in responding to any request from a Recipient whose Personal Data is used within the framework of the Services, made in accordance with the regulations in force. In this respect, the Customer is hereby informed that it may itself rectify or delete the Recipients' Personal Data on its account on the Platform. smsmode© will forward to the Customer any request from a Recipient that is sent directly to it.

Pursuant to Articles 28.3 f) and h) of the RGPD, the Customer may request. smsmode^© reasonable information or audit reports available to help it ensure compliance by smsmode^© of its obligations. Technical documentation is available on the Platform and on request.

smsmode^© will use its best endeavours to inform the Customer, as far as possible, if smsmode^© is aware of an instruction which, in its opinion, constitutes a violation of the applicable provisions.

smsmode^© will use its best efforts to inform the Customer of any breach of a Recipient's Personal Data as soon as possible after becoming aware of it.

Subject to compliance with the confidentiality obligations stipulated in the General Terms and Conditions, the Customer may request an on-site audit of the security measures relating to the protection of the Customer's Personal Data, which will be carried out by the Customer or an independent third-party auditor appointed by the Customer (the appointment may be subject to a reasoned refusal by smsmode.^©). The Customer shall inform smsmode^© of the name of the third-party auditor at the same time as notification of the audit, and in any case at least 15 days in advance. The customer must then contact smsmode^© in order to agree on the terms and conditions of the audit, i.e. its scope, timetable and duration. The Customer will bear all costs associated with this audit. The Parties agree to a maximum of one (1) audit per year, limited to a maximum duration of two (2) working days.

In application of article 28.3 g), smsmode^© may restore and delete the Recipients' Personal Data hosted in connection with the use of the Services, at the end of the contractual relationship, within a maximum period of 3 months after deletion of the account.

Pursuant to Articles 28.2, 28.3 d) and 28.4, the Customer authorizes smsmode^© to use subcontractors for the performance of the Services, for which smsmode^© undertakes to require them to comply with the obligations applicable to Personal Data. smsmode^© remains responsible to the Customer for the execution of the contract. The list of subcontractors is available on request from the Customer.

smsmode^© will inform the Customer in advance of any planned changes concerning the addition or replacement of other subcontractors, and the Customer will have the opportunity to object to these changes within 15 days, stating the reasons for such objections. In this case, the Customer may terminate the contract.

4. Commitment to safety

smsmode^© is ISO 27001 and ISO 27701 certified, attesting to its commitment to information security and data protection. As such, smsmode^© has an IT Security Management System (SMSN), available on request.