Terms of Sale — Business customers

Article 1 — Purpose

Dilaya is a service published and developed by the company Novopattern (“the Seller” or “the Publisher”).

These business terms of sale (“the Business Terms”) govern the supply by the Seller of the Dilaya service (access to an automation and AI-agent platform, together with the related setup and follow-up) to any customer acting for purposes relating to their commercial, industrial, craft, professional or agricultural activity (“the Customer”). Consumer customers are covered by the consumer terms of sale.

In accordance with Article L441-1 of the French Commercial Code, these Business Terms constitute the sole basis of the commercial negotiation between the parties. Any order implies the Customer's unreserved acceptance of these Business Terms, which the Customer acknowledges having read before signing the order form or before the first paid use of the service. They prevail over any of the Customer's general purchasing conditions, unless otherwise agreed in writing in advance by the Seller.

Article 2 — Seller identification

Novopattern (the company publishing and developing Dilaya)

Legal form: EURL (single-member limited company) with share capital of €5,000

Registered office: 60 rue François I^er, 75008 Paris, France

Paris Trade and Companies Register 911 313 336 — SIREN: 911 313 336 — SIRET (registered office): 911 313 336 00024

VAT status: subject to VAT. Intra-EU VAT number: FR64 911 313 336.

Contact: contact@dilaya.eu

Article 3 — Description of the service

Dilaya is an operated automation service: the Seller sets up and configures, on the Customer's behalf, one or more AI agents tasked with carrying out work determined together with the Customer (the “Services”). The Seller provides the initial setup, technical supervision (operational monitoring) and day-to-day support of the service throughout the subscription period.

The details of the automated tasks, of the accesses required and of the third-party accounts used (where applicable, the Customer's own accounts or subscriptions) are agreed with the Customer at setup time and may be recorded in a customer-specific setup sheet.

Article 3 bis — Usage limits and service protection measures

The subscription gives access to the service within reasonable usage thresholds covering, in particular, the volume of stored data, the volume of files, the number of messages sent per month and the rate at which applications are created. The thresholds applicable to each plan are published on the pricing page of the website and may be adjusted to reflect changes to the service, with no retroactive effect on subscriptions in progress.

Where a threshold is exceeded, no data is deleted: the Client's data remains viewable and downloadable, and only new writes are suspended until the situation is resolved or a higher threshold is agreed. The Seller informs the Client and proposes a suitable solution.

The Seller implements automatic measures intended to preserve the availability of the service for all of its clients. These measures may result in temporarily refusing requests of abnormal volume, in particular where they originate from a single source at a frequency that normal use does not involve. These measures are not intended to restrict normal use of the service.

Article 4 — Prices and price list

The service is supplied as a monthly subscription. Prices applicable to business customers are stated exclusive of tax; VAT at the rate in force on the invoicing date is added to the pre-tax price. The applicable scale is the price list published on the dilaya.eu website on the subscription date or, where applicable, the one set out in the order form signed by the Customer.

A specific price list may be agreed in writing with certain customers (launch offer, “early adopter” preferential rate, etc.); it then prevails over the standard rate until it ends. Prices may change for new customers at any time, with no retroactive effect on ongoing subscriptions.

Article 5 — Payment terms, late payment

Payment is made by bank card, or by any other means of payment offered on the secure payment page of our payment provider (Stripe), which the Customer saves when subscribing. The subscription is charged monthly, on its due date, to the saved means of payment; the Customer receives their invoice by email. Invoices are payable on their due date; no early-payment discount is granted.

In the absence of a valid means of payment, or if a charge fails, the Seller informs the Customer, may retry the payment, and reserves the right to offer another means of payment or to suspend access to the service until the situation is regularised. Suspended access is restored as soon as the situation is regularised. In any event, the payment period may not exceed the ceilings set by Article L441-10 of the French Commercial Code.

Any late payment automatically gives rise, without any formal notice being required, to: (i) late-payment penalties calculated on the unpaid amount including tax, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, accruing from the day following the due date; and (ii) a fixed recovery-cost indemnity of €40 per unpaid invoice (Articles L441-10 and D441-5 of the French Commercial Code); where the recovery costs actually incurred exceed that amount, the Seller may claim additional compensation on presentation of supporting evidence. The Seller may also suspend access to the service until payment is made in full.

Article 6 — Term, renewal and termination

The subscription is entered into for an indefinite term with a monthly commitment: it renews automatically each month by tacit renewal, unless terminated by either party.

The Customer may terminate at any time, with effect at the end of the current monthly period, by a simple written request (email) sent to contact@dilaya.eu. No termination fee is due, subject to compliance, where applicable, with any minimum term expressly accepted by the Customer in writing.

The Seller may suspend or terminate the service in the event of a serious breach by the Customer of its obligations (in particular non-payment, abusive or unlawful use of the service), after a formal notice has remained without effect for 8 days, except in an emergency.

Article 7 — No right of withdrawal

The right of withdrawal provided for by the French Consumer Code does not apply to contracts between businesses. By way of exception, a business Customer employing five employees or fewer, and whose contract falls outside the scope of its main activity, may benefit from the right of withdrawal for an off-premises contract under the conditions of Articles L221-3 et seq. of the French Consumer Code.

Article 8 — Commercial “satisfied or refunded” guarantee (14 days)

The Seller grants every new Customer, on a commercial basis, a “satisfied or refunded” guarantee: during the 14 calendar days following the start of the subscription, the Customer may request a full refund of the sums already paid, unconditionally, without having to justify their decision and without being asked any questions, by simple email to contact@dilaya.eu.

Such a request results in the immediate termination of the subscription and the discontinuation of access to the service. The refund is made within 14 days of the request, using the same means of payment as the one used for payment. This commercial guarantee applies once per new Customer.

Article 9 — Liability

The Seller undertakes to perform the Services diligently and in accordance with professional standards, as a best-efforts obligation (obligation de moyens). The Seller cannot be held liable for non-performance or improper performance attributable to the Customer (incorrect information, accesses not provided), to a third party (failure of a third-party service used by the AI agent) or to force majeure.

The Seller is liable only for direct damage. The Seller cannot be held liable for indirect or intangible damage suffered by the Customer, in particular loss of business, loss of turnover, loss of data, loss of customers or damage to reputation. Except in the case of gross negligence or wilful misconduct, the Seller's liability is in any event capped at the total amount paid by the Customer in respect of the last three (3) months of subscription.

Article 10 — Personal data

The processing of personal data within the service is described in the Seller's Privacy Policy, published at dilaya.eu/confidentialite, which forms an integral part of these Business Terms. Where the Seller processes personal data on behalf of the Customer within the meaning of the GDPR, the parties shall, at the Customer's request, formalise the processor commitments required by Article 28 of the GDPR.

Article 11 — Disputes and amicable settlement

Any complaint may be sent to the Seller at the contact details set out in Article 2. In the event of a dispute, the parties shall endeavour to resolve it amicably; failing an amicable agreement within one (1) month of the first written notification of the dispute, each party regains its freedom of action. Consumer mediation (Articles L611-1 et seq. of the French Consumer Code) does not apply to business-to-business relationships.

Article 12 — Governing law and jurisdiction

These Business Terms are governed by French law. Any dispute relating to their formation, interpretation, performance or termination shall be submitted to the exclusive jurisdiction of the Paris Economic Activities Court (Tribunal des activités économiques de Paris), notwithstanding a plurality of defendants or third-party proceedings, including for urgent or protective proceedings.

Article 13 — Language

This English version is provided for convenience only. The French version is the legally binding text: in the event of any discrepancy or difference of interpretation between the two, the French version prevails.