Terms and Conditions of Sale

1. Purpose

These terms and conditions of sale define the terms under which we offer, sell and perform marketing campaigns by email, SMS or a combination of channels, on opt-in audiences that we operate directly.

They apply to any order placed by a business customer, whether acting as a direct advertiser, agency or intermediary on behalf of a third party.

2. Service provider details

3. Definitions

Customer means any legal entity or business customer ordering a campaign or service from us.

Campaign means any marketing distribution operation carried out by email, SMS or a combination of channels, according to the parameters approved by the customer.

Audience means a set of opt-in contacts selected according to targeting criteria available on our platform or defined as part of a commercial exchange.

Routing means the technical sending of messages to the selected audience, without transferring the contact file to the customer.

4. Scope

These terms apply to any order for a campaign or associated service, unless otherwise agreed in writing between the customer and us.

Any approval of a quotation, purchase order, online order or any payment constitutes full acceptance of these terms and conditions of sale.

These terms are reserved for business customers. We do not offer our services to consumers acting exclusively for personal purposes.

5. Description of services

We provide services for the creation, configuration, targeting, routing and monitoring of marketing campaigns on opt-in audiences, mainly by email and SMS.

The services may include audience selection, channel selection, volume configuration, campaign routing, unsubscribe management, SMS STOP management and the provision of campaign statistics.

The available offers may change over time. The characteristics applicable to a campaign are those stated in the quotation, order or ordering interface approved by the customer.

6. Campaign creation and approval

The customer chooses the campaign parameters, including the country, available targeting criteria, distribution channel, desired volume, planned dates and content to be sent.

Before any routing, the customer must approve the essential elements of the campaign, including the message content, destination link, commercial notices, targeting criteria and ordered volume.

Approval of the campaign by the customer confirms that the content, offers, products, services, links and landing pages provided are accurate, lawful, fair, not misleading and compliant with applicable regulations.

The customer is solely responsible for approving the campaign creatives, including every text, visual, logo, trademark, product, offer, link and notice, and for finally approving the version intended for routing. Approval of a preview or confirmation of routing constitutes approval of all elements shown in that version and an instruction to distribute it, except for any subsequent change made by DMS Europe without obtaining the customer’s further approval.

6A. AI-assisted campaign creation

The customer may use an optional generative artificial intelligence feature to prepare a campaign draft. We currently use the OpenAI API and may replace the provider, model or configuration with a solution offering comparable functions. AI-assisted creation does not by itself decide final targeting, pricing, scheduling or sending and does not constitute approval of the campaign by DMS Europe.

The customer warrants that it has all rights, permissions and lawful bases required for the instructions, text, brands, images, URLs and other materials it provides. It must not enter audience data, third-party personal data, special category or sensitive data, trade secrets, login credentials or confidential information that is not strictly necessary and that it is not authorised to have processed. The customer remains responsible for its inputs and its use of the resulting outputs.

Where the customer provides a website URL, the assistant may analyse accessible pages and automatically retrieve or suggest images appearing on them in order to compose the draft. This is a purely technical operation and does not constitute editorial selection, verification of the source, licence or rights attached to an image, or permission to use it. The customer warrants that it is authorised to allow us to access, reproduce, adapt and incorporate those images into the campaign.

AI outputs are suggestions and may be inaccurate, incomplete, biased, out of date, non-unique or similar to third-party content. They may contain factual, linguistic or legal errors and are not legal or professional advice or a warranty of originality, exclusivity, protectability, non-infringement or fitness for a particular purpose.

Before any distribution, the customer must carry out a complete human review and validate, in particular, all facts, prices, promotions, claims, translations, mandatory notices, intellectual property and image rights, sector-specific rules and compliance in each target country. The customer must also disclose the artificial origin of content where required by law, including for certain synthetic content or text intended to inform the public on matters of public interest, and must not remove or circumvent any mandatory marking or transparency measure.

To the fullest extent permitted by law, DMS Europe is not liable for consequences arising from the customer’s inputs or instructions, a failure to conduct human review, the publication or use of an output approved by the customer, similarity to third-party content, or an interruption or change affecting the AI provider. This exclusion does not apply to liability that cannot lawfully be excluded or limited, and the liability clause in section 20 continues to apply.

7. Audiences, targeting and volumes

The audiences offered consist of opt-in contacts selectable according to available criteria, such as country, geographical area, age, gender, socio-professional category, housing, interests, property projects, automotive interests or catchment area around a postcode.

Displayed or estimated volumes are provided on the basis of the data available at the time of selection. They may vary depending on the criteria chosen, actual contact availability, applicable exclusions, unsubscribes, SMS STOP requests, marketing pressure rules and quality controls.

We reserve the right to adjust, reduce or refuse a volume where the selected criteria do not allow compliant, qualitative or technically satisfactory distribution.

8. No file delivery

Our services are based on a routing model using our own audiences. No contact file, database or individual personal data is sold, rented, transferred or delivered to the customer.

The customer selects an audience and targeting criteria, but routing is carried out by us or by our technical providers under our control. The customer does not receive the contact details of the targeted contacts.

This absence of file delivery is an essential condition of our services.

9. Compliance of customer-provided content

The customer is solely responsible for the content provided for the campaign, including text, visuals, trade names, trademarks, offers, promotions, links, landing pages, legal notices, forms and conversion journeys.

This responsibility extends to every visual selected, approved or used by the customer, whatever its source: a library, template or emailing kit made available by DMS Europe; an image generated or suggested by artificial intelligence; an image automatically retrieved from a website or URL supplied by the customer; an image uploaded by the customer; or an image chosen by the customer from any other source. The appearance of a visual in the interface, a draft, a library, a template or a kit is neither a recommendation nor confirmation that it is free of third-party rights or suitable for the intended use.

The customer warrants that such content does not infringe any third-party rights and is not misleading, unfair, unlawful, defamatory, discriminatory, fraudulent or contrary to applicable regulations.

Before any distribution, the customer must verify and, where necessary, obtain all required rights, licences, permissions and consents, including in relation to copyright, trademarks, designs, image and publicity rights, personality rights and advertising rules. The customer must also review the people, products, logos, packaging, text, claims and other elements depicted and apply any notice or marking required by law.

The customer also warrants that the products or services promoted may lawfully be offered in the countries targeted by the campaign.

To the fullest extent permitted by law, DMS Europe is not liable for any consequence arising from the customer’s selection, automatic retrieval, approval, modification, incorporation, distribution or use of a visual. The customer will indemnify and hold DMS Europe harmless from any third-party claim, award, loss, cost or reasonable expense arising from a visual supplied, requested, selected or approved by the customer, except to the extent that the loss results directly from a proven breach by DMS Europe. Section 20 continues to apply, and no liability that cannot lawfully be excluded is excluded or limited.

10. Prices, quotations and payment

Prices are stated exclusive of tax, unless otherwise indicated. Any applicable taxes are added in accordance with the tax rules in force.

The price of a campaign depends in particular on the channel used, the ordered volume, the targeted country, segmentation criteria, operational complexity and any additional services.

A single SMS contains up to 160 GSM-7 characters or 70 Unicode characters. Concatenated messages use 153 or 67 characters per segment respectively. Each additional segment may result in an extra charge, calculated in the quotation before confirmation.

Unless otherwise agreed in writing, every campaign is payable in advance. No routing will be carried out until the corresponding payment has been received or expressly approved by us.

In the event of late, failed or disputed payment, we may suspend preparation or performance of the campaign until full regularisation.

11. Campaign performance

We use reasonable means necessary to prepare and route approved campaigns, in accordance with the parameters accepted by the customer and the applicable technical, regulatory and operational constraints.

Distribution dates or times may be indicative, unless specifically agreed in writing. They may be adjusted in the event of technical constraints, quality control, operational saturation, compliance issues or force majeure.

A campaign is deemed performed when the ordered volume has been routed or when routing has been carried out under the agreed conditions, excluding technical exclusions, unsubscribes, SMS STOP requests, rejections, reception errors or filtering beyond our control.

12. Statistics and reporting

Where provided, we make campaign statistics available to the customer, which may include routed volumes, deliverability, open, click or other indicators available depending on the channels and tools used.

Statistics are provided for information purposes and may be influenced by external technical factors, including spam filters, device settings, privacy protection systems, telecom operators, email clients or third-party measurement tools.

We do not guarantee the absolute accuracy, completeness or perfect comparability of the statistics with data from the customer’s own internal tools.

13. Cancellation, modification and postponement

Any request for modification, cancellation or postponement must be sent to us in writing as soon as possible.

Where a campaign is already being prepared, scheduled or routed, modification, cancellation or postponement may be impossible or may give rise to invoicing of costs already incurred.

Prepaid amounts are non-refundable where the campaign has been approved by the customer and technical, operational or audience reservation costs have already been incurred.

14. Deliverability, performance and no guarantee of results

We are subject to a duty to use reasonable care and skill in the performance of the services. We do not guarantee any commercial result, nor any minimum level of opens, clicks, conversions, revenue, leads or return on investment.

Campaign performance depends on many factors that are not exclusively within our control, including the quality of the offer, price, brand awareness, landing page, seasonality, chosen targeting, competition, marketing pressure, technical filters and recipient behaviour.

No refund, credit note or compensation may be claimed solely because a campaign did not generate the commercial results expected by the customer.

15. Personal data and compliance

We use our own opt-in audiences for the campaigns performed. Personal data used for routing is not transferred to the customer and remains processed according to our own compliance rules, internal policies and applicable regulations.

The customer remains responsible for the compliance of its offer, content, landing page, forms, subsequent data processing and any collection carried out on its own media.

Where the campaign links to a page, form or website of the customer, the customer is solely responsible for the data it collects, the information provided to data subjects, applicable legal bases, any required consents and respect for individuals’ rights.

16. Unsubscribes, SMS STOP and complaints management

We manage email unsubscribes, removal requests and SMS STOP requests relating to campaigns routed on our audiences.

Contacts who have unsubscribed, objected or exercised an SMS STOP request are excluded from future campaigns under the conditions applicable to our systems and compliance obligations.

In the event of a complaint, report, information request or authority request, the customer undertakes to cooperate promptly and provide any necessary information concerning the offer, content, landing page or subsequent lead processing.

17. Evidence of consent

The audiences used are based on opt-in databases. Evidence relating to a contact’s consent or registration may be verified in the event of a complaint, request from a competent authority or compliance necessity.

Such evidence is not routinely provided to the customer and does not constitute delivery of a file or personal data. It is communicated only where necessary, proportionate and compliant with applicable rules.

18. Customer obligations

The customer undertakes to provide accurate, complete and up-to-date information for the creation and performance of the campaign.

In particular, the customer undertakes not to promote any unlawful, misleading, fraudulent, abusive or highly regulated offer without appropriate authorisation, or any offer likely to harm our reputation, that of our audiences, providers or routing channels.

Where the customer acts on behalf of a third party, it warrants that it has all necessary authorisations to order the campaign, approve the content and bind the final advertiser.

19. Refusal or suspension of a campaign

We reserve the right to refuse, suspend, postpone or interrupt any campaign that presents a legal, regulatory, technical, reputational or operational risk.

This right may be exercised in particular in the presence of misleading content, a sensitive offer, a regulated product or service, a non-compliant landing page, a high complaint risk, a payment default or a breach by the customer of its obligations.

Where refusal or suspension results from a breach by the customer, amounts already incurred or corresponding to work performed remain due.

20. Liability

Our liability is limited to direct, certain and foreseeable damage resulting from a proven breach of our contractual obligations.

We are not liable for indirect damage, operating losses, loss of revenue, loss of margin, loss of opportunity, reputational damage, data loss, third-party claims relating to customer content or consequences linked to the customer’s use of leads.

Unless otherwise required by law, our total liability in relation to a campaign is capped at the amount actually paid by the customer for the campaign concerned.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation. Each exclusion or limitation applies only to the extent that it is reasonable and permitted by applicable law.

21. Force majeure

We cannot be held liable for any delay, non-performance or defective performance resulting from an event reasonably beyond our control.

This includes major technical incidents, network outages, operator failures, restrictions imposed by platforms or providers, hacking, natural disasters, conflicts, administrative decisions, regulatory changes or any other force majeure event.

22. Intellectual property

Each party retains ownership of its trademarks, logos, content, tools, databases, methods, interfaces, technologies and pre-existing elements.

The customer grants us, for the period necessary to prepare, review, route and monitor the campaign, the right to use the content it provides, including its trademarks, visuals, text, links and commercial materials.

Nothing in these terms may be interpreted as transferring to the customer any ownership or exploitation right over our audiences, databases, methods, tools or infrastructure.

Subject to full payment, we assign to the customer, to the extent such rights exist and are held by us, any transferable rights in content generated specifically for its campaign, including visuals generated with artificial intelligence. This assignment does not cover our models, instructions, templates, methods or pre-existing materials.

For pre-existing visuals and templates offered in the DMS Europe library or emailing kits, including where they were generated with artificial intelligence, in particular using OpenAI services through Codex, we grant the customer, subject to full payment and solely to the extent of the rights we hold, a royalty-free, non-exclusive, worldwide licence for the full legal term of protection to reproduce, display, adapt, incorporate and distribute them in the customer’s campaigns and commercial communications. The customer may grant those same rights to its service providers and, where it acts as an agency or intermediary, to the final advertiser, solely to the extent required for those campaigns and communications. Unless otherwise agreed in writing, a visual, template or kit may not be resold, made available or distributed as a standalone item.

The assignment and licence above do not warrant that any output or visual is protectable, exclusive, unique or free of third-party rights; other users may receive identical or similar content. They do not cover images originating from the customer, from a website or URL supplied by the customer, or from a third-party source selected by the customer, which remain subject to the rights and licences of their respective owners.

23. Confidentiality

Commercial, technical, financial, strategic or operational information exchanged between the parties in connection with a campaign is confidential where it is not public.

Each party undertakes not to disclose such information to third parties, except where necessary for the performance of the services, required by law, requested by a competent authority or authorised by the other party.

24. Reference language

These terms may be made available in several languages to facilitate understanding by customers and users located in different countries.

In the event of any discrepancy, contradiction or difficulty of interpretation between the different language versions of these terms, the English version shall prevail.

25. Governing law and dispute resolution

These terms and conditions of sale are governed by the laws of England and Wales, without prejudice to any mandatory rules that may apply in certain countries.

In the event of a dispute, the parties will seek an amicable solution before taking any legal action.

Failing amicable resolution, the dispute shall be submitted to the competent courts, subject to any applicable mandatory rules.