General terms and conditions of sale

Courtesy translation. Only the French version of this page is binding.

Version in force on 14 September 2026.

1. Purpose

These general terms and conditions of sale (the “Terms”) govern the supply by SD CONSEIL, a French simplified joint-stock company (société par actions simplifiée) with share capital of €1,000, registered with the Paris Trade and Companies Register under number 949 086 672, whose registered office is at 38 avenue Victor Hugo, 75116 Paris, France (“Nodical” or the “Provider”) of the voice agent and SMS service accessible via app.nodical.ai (the “Service”) to its professional customers (the “Customer”). The Service includes call reception, callback of inbound requests, reactivation of contacts, outbound prospecting, sending of SMS, the customer workspace (campaigns, contacts, callbacks, team, export) and support in configuring the agent. The Service is reserved for professionals within the meaning of the French Consumer Code.

2. Sign-up and verification

A workspace is opened on request; Nodical configures the agent with the Customer after a scoping discussion. Before any first outbound call, the Customer supplies the verification documents requested in its workspace (company registration, identity of the director, registered address), describes the intended use and makes the commitment described in article 6. Nodical may refuse or suspend a file without having to give reasons beyond the missing or non-compliant items; the workspace remains viewable, launching campaigns does not.

3. Prices and credits

The Service is billed by usage, in prepaid credits, with no subscription. Prices are those of the public grid in force on the day of the order (nodical.ai/en/pricing), expressed in euros excluding tax: one minute of the agent's voice, one minute of telecom per line, one SMS sent. Usage is counted per second, with a minimum of twenty seconds per answered call; an unanswered or uncompleted call consumes nothing; an inbound call handled by the agent is counted like an outbound call; an inbound call simply passed on to the Customer's team consumes nothing; a connection between a member of the Customer's team and a contact consumes two telecom lines. A one-off setup fee covers the audit of the Customer's business, the configuration of the agent and its go-live. The balance and the line-by-line detail of usage are visible at any time in the customer workspace. Credits are valid for twelve months from purchase, the oldest being consumed first; they are non-refundable and non-transferable. Nodical warns the Customer when its balance falls below 20% and thirty days before unused credits expire, and refuses any new launch at zero, indicating how to top up. Above twenty thousand minutes per month, a specific contract may set different conditions.

4. Payment

Credit top-ups are paid by bank transfer. The Customer orders a top-up from its workspace; Nodical issues a pro forma invoice stating the amount, the Provider's IBAN and a reference to quote on the transfer. Credits are added to the Customer's account on receipt of funds, and the final invoice is then made available in its workspace and sent by email. Card payment may be offered later; payment terms may be granted case by case, in writing, in particular in connection with an assignment of receivables to a financial institution. The setup fee and any service invoiced separately are payable on receipt of invoice, within 30 days at the latest. Any delay automatically gives rise to late-payment penalties at the French legal interest rate plus ten points and the fixed recovery indemnity of €40, as well as the possible suspension of the Service after formal notice left without effect for eight days.

5. Performance of the Service

Nodical uses the means necessary to run campaigns within the agreed windows and to return to the Customer, for each call, its timestamp, outcome, summary and transcript. Nodical is bound by a best-efforts obligation: the number of contacts reached, appointments or sales depends on external factors (file quality, market, availability of people) and is never guaranteed. No figure communicated before contract constitutes a commitment to a result.

6. Customer's obligations

The Customer warrants that it has the right to contact the people in the files it imports (customers, prospects who have consented, contacts not on an opt-out list), that it complies with the regulations applicable to telemarketing and prospecting in each country targeted, and that the information given to the agent is accurate. It accepts that the agent introduces itself as a voice assistant if asked, that calls are recorded with an announcement, and that numbers registered on an opt-out list are removed. It designates the members of its team authorised to access the workspace and is responsible for their use. It refrains from any use of the Service for unlawful or misleading purposes, or contrary to carriers' rules.

7. Personal data

For the people called, the Customer is the controller and Nodical the processor. A data processing agreement, appended to the price grid, sets out the instructions, the sub-processors, the security measures and the assistance provided by Nodical in responding to individuals' requests. Retention periods and rights are described in the privacy policy. The Customer may export its data at any time from its workspace.

8. Intellectual property

Nodical remains the owner of the Service, its agents, its standard scripts and its know-how. The Customer remains the owner of its files, its brand and the information it supplies; it grants Nodical the right to use them to perform the Service. Recordings and transcripts of the Customer's campaigns are returned to it and are never published without its written consent.

9. White label and agencies

Where the Service is resold by an agency under its own brand, the agency is Nodical's Customer and remains solely liable to its own customers; it warrants that they comply with the obligations of article 6 and has each of them sign an equivalent commitment.

10. Availability and liability

Nodical depends on telephone carriers, speech synthesis providers and hosting providers; it cannot guarantee uninterrupted availability and warns the Customer of planned interruptions. Nodical's liability, on all grounds, is limited to the amount excluding tax paid by the Customer over the last twelve months. Nodical is not liable for indirect damage (loss of revenue, customers or reputation) nor for the consequences of a file imported in breach of article 6, against which the Customer indemnifies Nodical.

11. Term, termination, reversibility

The Service is provided with no minimum term and no subscription: the Customer stops using it whenever it wishes, its credits remaining valid under the conditions of article 3. Where a specific contract sets a term, it renews tacitly unless terminated by email at least fifteen days before its end. Either party may terminate as of right in the event of a serious breach not remedied fifteen days after formal notice. At the end of the contract, the Customer has thirty days to export its data; Nodical then deletes it, subject to legal retention periods. Nodical may suspend the Service immediately in the event of unlawful use or of a risk to the people called or to carriers.

12. Confidentiality

Each party keeps the other's non-public information (files, scripts, prices, methods) confidential during the contract and for three years afterwards.

13. Governing law

These Terms are governed by French law. Any dispute, failing an amicable agreement within thirty days, falls within the jurisdiction of the Paris commercial court (tribunal des activités économiques de Paris).