These Ding Negoce Terms and Conditions (the “General Conditions”) govern the relationship between Ding Negoce, a société par actions simplifiée, registered with the Trade and Commercial Register of Paris under the number 982 795 262, with a share capital of 1,000 euros, whose head office is located at 4, rue d’Enghien, 75010, Paris, France trading under the commercial name Prelude (“Ding Negoce”) and any natural or legal person who has signed an Order Form referencing these General Conditions (the “Client”).

Hereinafter collectively referred to as the “Parties” and individually referred to as a “Party”.

The Parties acknowledge that Ding Negoce acts as a content provider and end user of electronic communications services within the meaning of the French Code des postes et des communications électroniques. Ding Negoce does not operate any electronic communications network, does not directly contract with telecommunications operators or internet service providers for the transmission of signals, and has no control over the routing, transmission or delivery quality of any SMS, email or other electronic message originated through the Services. The signal transmission underlying the Services is at all times performed by third-party telecommunications operators, internet service providers and aggregators.

Article 1 - Definitions

The terms and expressions whose first letter is a capital one, in the General Conditions, have the meaning defined in this article, used either as singular or plural:

1.1 “API” shall mean the application programming interfaces made available by Ding Negoce as part of the Solution, allowing the Client to integrate the Services into the Client’s applications and systems.

1.2 “Authorised User” shall mean any employee, agent or authorised representative of the Client granted access to the Solution by means of credentials issued by Ding Negoce.

1.3 “Client Data” shall mean the personal data of the Users processed by Ding Negoce in connection with the Services.

1.4 “Communications Channel” shall mean any electronic communication channel through which Messages are delivered, including, without limitation, SMS, email, WhatsApp, RCS, Viber, Telegram, voice, and any other channel offered by Ding Negoce from time to time.

1.5 “Confidential Information” shall mean any information communicated (in writing, orally or by any other means) directly or indirectly by one Party to the other prior to or after the General Conditions’ entry into force including, without limitations, the information related to the Services as well as the operations, processes, plans, know-how, commercial secrets, inventions, techniques, commercial opportunities, and activities of the disclosing Party.

1.6 “Documentation” shall mean the operating manuals, user instructions, technical literature, and all other documents regarding the use of the Solution, in any form, provided or made available online by Ding Negoce.

1.7 “Effective Date” shall mean the date on which the Order Form is executed by both Parties.

1.8 “Force Majeure” shall mean the events external to the Parties, unpredictable and unstoppable, as defined by French case law and by Article 1218 of the French Civil Code.

1.9 “License” shall mean the right granted by Ding Negoce to the Client to use the Solution and the Services under the conditions defined by the General Conditions and the applicable Order Form, in consideration for payment of the License Fee.