Terms and Conditions of Sale

Last updated: September 2026

By and between:

The company Desirely, a simplified joint-stock company with a share capital of €1,000.00, registered in the Paris Trade and Companies Register under number 102 631 108, with its registered office located at 59 rue de Ponthieu, Bureau 326, 75008 Paris, represented by Mr. Romuald Pouget in his capacity as President, hereinafter referred to as "Desirely,"

of the one part,

And any natural or legal person, acting exclusively in a professional capacity as part of their main business activity, who subscribes to the Services, hereinafter referred to as "the User,"

of the other part,

It has been agreed as follows:

Article 1 - Subject Matter

These General Terms and Conditions of Sale (hereinafter "GTCS") define the terms and conditions under which Desirely provides its AI-powered conversational services to professional Users.

These GTCS apply to any subscription to Desirely's Services, without restriction or reservation. They prevail over any general purchasing conditions of the User.

These GTCS complement the General Terms of Use (TOU) and the Privacy Policy. In case of conflict between the TOU and the GTCS, the GTCS prevail for commercial aspects.

Article 2 - Definitions

Terms defined in the TOU retain the same meaning in these GTCS. The following terms are added:

"Subscription": refers to the agreement for the provision of Services subscribed to by the User according to one of the plans offered by Desirely. Each Subscription is linked to a single Connected Platform. Users wishing to connect multiple platforms must subscribe to a separate Subscription per Connected Platform.

"Connected Platform": refers to a Model's account on one of the compatible third-party platforms (OnlyFans, MYM, Uncove, or Reveal), linked to the Services.

"Commission": refers to the percentage charged by Desirely on AI-attributed revenues, according to the terms defined in Article 6.

Article 3 - Services

3.1 - Description of Services

Desirely provides a SaaS AI-powered conversational platform allowing automated conversation management on Third-Party Platforms, custom AI training based on Model profiles, a configurable alert and notification system, performance tracking and statistics tools, linking with Third-Party Platforms through a Chrome extension or, for some of them, through a connection with the Model's account login credentials entered in the application, and an automated detection and moderation system.

3.2 - Changes to Services

Desirely reserves the right to upgrade the Services (adding, modifying, or removing features) at any time. The User will be informed of substantial changes with reasonable notice.

3.3 - Disclaimer of Guarantees

Desirely does not guarantee any increase in the User's sales or revenue, the accuracy, relevance, or quality of the responses generated by the AI, continuous compatibility with Third-Party Platforms, or any specific conversion or response rate.

Article 4 - Subscription Conditions

4.1 - Legal Capacity and Professional Status

The User declares to be an adult of at least eighteen (18) years of age, acting exclusively in a professional capacity as part of their main business activity. The User guarantees having the legal capacity and authority required to subscribe to the Services.

The User expressly acknowledges that subscribing to Desirely's Services is part of their commercial, professional, or independent activity. Consequently, the User expressly waives any status as a consumer or non-professional within the meaning of the introductory article of the French Consumer Code and its protective provisions.

These GTCS are governed exclusively by the French Civil Code and Commercial Code. The provisions of the French Consumer Code do not apply to the relationship between Desirely and the User.

Desirely reserves the right, at any time, to request proof of professional status from the User (Kbis extract, INSEE certificate, or equivalent professional registration for foreign Users). If such proof is not provided within fifteen (15) business days, Desirely may suspend or terminate access to the Services.

4.2 - Subscription Process

Subscription to the Services is done online via the Platform. The User must create an Account, choose a subscription plan, accept the TOU, GTCS, and Privacy Policy via a dedicated checkbox, and, if applicable, make the payment.

The subscription becomes effective after these steps are validated. Desirely records the date, time, and version of the accepted documents.

Article 5 - Pricing and Plans

5.1 - Subscription Plans

The prices indicated below are exclusive of taxes (excl. VAT). Applicable VAT will be added at the time of billing according to the rate in force.

Subscriptions are purchased per Connected Platform (see Article 5.2). Desirely offers the following plans:

Free Plan: subscription of €0 excl. VAT per month per Connected Platform, with no commitment and no time limit. 20% Commission on AI-attributed revenues (see Article 6).

Core Monthly Plan: monthly subscription of €29 excl. VAT per Connected Platform, with no commitment. 15% Commission on AI-attributed revenues.

Core Annual Plan: subscription of €20 excl. VAT per month per Connected Platform (amounting to €240 excl. VAT per year), with a twelve (12) month commitment. 15% Commission on AI-attributed revenues.

Pro Monthly Plan: monthly subscription of €59 excl. VAT per Connected Platform, with no commitment. 10% Commission on AI-attributed revenues.

Pro Annual Plan: subscription of €41 excl. VAT per month per Connected Platform (amounting to €492 excl. VAT per year), with a twelve (12) month commitment. 10% Commission on AI-attributed revenues.

Ultra Monthly Plan: monthly subscription of €89 excl. VAT per Connected Platform, with no commitment. 8.5% Commission on AI-attributed revenues.

Ultra Annual Plan: subscription of €62 excl. VAT per month per Connected Platform (amounting to €744 excl. VAT per year), with a twelve (12) month commitment. 8.5% Commission on AI-attributed revenues.

5.2 - Subscription per Connected Platform

A "Connected Platform" refers to a Model's account on one of the compatible third-party platforms (OnlyFans, MYM, Uncove, or Reveal), linked to the Services. Each Subscription is purchased for a single Connected Platform. A User connecting multiple platforms, whether for the same Model or for several Models, must purchase a separate Subscription per Connected Platform. The choice of plan may vary from one Connected Platform to another.

5.3 - Volume Discount

A User who has at least five (5) Connected Platforms, each covered by an active paid Subscription (Core, Pro or Ultra plans, monthly or annual), may receive a volume discount according to the following scale: 10% from 5 Connected Platforms; 15% from 10; 20% from 20; 25% from 50. Connected Platforms on the Free plan are not counted.

The discount is not applied automatically. It is granted upon the User's request to support, through the Platform's messaging tool or by email to [email protected], stating the number of Connected Platforms concerned. Desirely checks the number of eligible Connected Platforms, confirms the discount to the User, then applies it to each Subscription concerned from its first billing date following that confirmation, with no retroactive effect on earlier billing periods.

The discount applies to the subtotal of paid Subscriptions, excluding commissions and Desirely Balance top-ups. It may be combined with the annual plan pricing set out in Article 5.1. When the number of eligible Connected Platforms changes, the discount rate is reviewed, at the User's request or on Desirely's initiative, and the new rate applies from the next billing date.

5.4 - Price Modifications

Desirely reserves the right to modify its rates at any time. Any price modification will be communicated to the User by email with thirty (30) days' notice. Users who do not accept the new rates may cancel their subscription before they take effect.

Article 6 - Commissions

6.1 - Principle

In addition to the subscription, Desirely charges a commission on AI-attributed revenues, based on the percentage applicable to the plan chosen by the User (20% for the Free plan, 15% for the Core plan, 10% for the Pro plan, 8.5% for the Ultra plan).

Commissions are deducted from the Desirely Balance, as defined in Article 6.3.

6.2 - Commission Calculation

Revenue is considered "AI-attributed" when it falls into one of the following categories:

The Fan unlocking paid media sent by Desirely's AI, including where the User took over the conversation before the unlock, such revenue being recorded when the Third-Party Platform confirms the unlock, and never on the Fan's word alone;

A tip paid by the Fan in a conversation run by Desirely's AI;

Amounts paid by the Fan to send their own media in a conversation run by Desirely's AI, on Third-Party Platforms that charge for sending such media.

The following are not AI-attributed and give rise to no commission: sales made by the User or its staff, including any media or sales script sent by a human, even where the AI took part in the conversation beforehand; Fans' subscriptions to the Model's account; revenue earned outside conversations run by the AI, such as paid posts.

The commission is calculated on the net AI-attributed revenue, meaning the amount paid by the Fan, minus applicable VAT and the share retained by the Third-Party Platform. The applicable rate is that of the plan attached to the Connected Platform at the time the revenue is recorded. Where several valid plans cover the same Connected Platform, the rate most favorable to the User applies.

6.3 - Desirely Balance (Prepayment System)

To ensure the recovery of commissions due, Desirely operates via a prepaid Balance system, hereinafter referred to as the "Desirely Balance."

The system operates as follows:

The User funds their Desirely Balance by purchasing top-ups available on the Platform. The rate is set at €1 excl. VAT = 1 Balance credit. Commissions generated by AI activity are automatically deducted in real time from the Desirely Balance. When the Desirely Balance falls below an alert threshold set on the Platform, the User receives a notification inviting them to top up. If the Balance is insufficient to cover the commissions due, Desirely reserves the right to suspend the AI's activity until the Balance is refilled.

The Desirely Balance also covers the optional pay-per-use services that the User chooses to enable, in particular the automatic generation of photo and video descriptions. These services are never enabled by default: their use is entirely the User's choice, and their cost is deducted from the Balance under the same conditions as commissions. The rates applicable to these services are stated on the Platform before any activation.

6.4 - Desirely Balance Top-ups

Top-ups are available in several set amounts on the Platform. All top-up purchases are final and non-refundable, except in the event of termination by Desirely without fault on the part of the User. In case of termination by the User, any remaining unused Desirely Balance is non-refundable.

The Desirely Balance does not expire as long as the User has at least one active Subscription. In the event of termination of all of the User's Subscriptions, the unused Desirely Balance is kept for a period of twelve (12) months from the end date of the last active Subscription. After this twelve-month period without subscribing to a new Subscription, the remaining Desirely Balance is permanently forfeited and cannot be refunded.

6.5 - Tracking and Transparency

Desirely provides the User with a dashboard to track the available Desirely Balance, deducted commissions, and corresponding AI-attributed revenues in real time, as well as a full history of top-ups and deductions.

6.6 - Disputes

The User has fifteen (15) days from a deduction to dispute its amount. After this period, the deduction is deemed accepted. Disputes must be justified and sent by email to [email protected].

Article 7 - Payment Conditions and Billing Cycle

7.1 - Payment Processor

Payments are processed by Stripe Payments Europe Limited (hereinafter "Stripe"), a licensed payment service provider. By subscribing to the Services, the User accepts Stripe's terms and conditions, available at stripe.com/legal

The User remains solely responsible for the validity, funding, and updates of the payment methods provided.

7.2 - Accepted Payment Methods

Accepted payment methods are those offered by Stripe on the Platform, including credit cards (Visa, Mastercard, American Express) and any other methods made available in the future.

Subscriptions give rise to a recurring charge on the payment method registered by the User, according to the billing frequency of the chosen plan. Desirely Balance top-ups are one-off payments made at the User's initiative: they are never charged automatically.

7.3 - Billing and Charging Dates

The Monthly Subscription is charged on the day of subscription, and then on each monthly anniversary date.

The Annual Subscription is charged in full on the day of subscription, and then on each annual anniversary date.

Top-ups for the Desirely Balance are charged immediately upon purchase.

An invoice is issued and sent to the User by email with each charge, and remains accessible from their Account.

7.4 - Tacit Renewal and Prior Information

In accordance with Article 8, Subscriptions are automatically renewed.

For Annual Subscriptions, Desirely agrees to inform the User by email, at least thirty (30) days before the renewal date, of the upcoming expiration and their right not to renew. This notification will also remind the User of the amount to be charged and the date of the charge.

For Monthly Subscriptions, the User can cancel at any time from their Account. No prior notice is sent before each monthly renewal, given the ability to cancel at any time.

7.5 - Payment Failure

In the event of a failed payment (expired card, insufficient funds, dispute, etc.), Desirely, via Stripe, will make up to three (3) retry attempts within a maximum of fourteen (14) days.

During this collection period, the User is notified by email at each attempt and invited to update their payment method from their Account.

If the payment is not resolved after fourteen (14) days:

Access to the Services is automatically suspended;

The Subscription may be terminated by Desirely as of right in accordance with Article 9.2;

The outstanding amounts remain due under the conditions set out in Article 7.7.

7.6 - Updating Payment Methods

The User can update their payment method at any time from their Account. In the event of a card change, it is the User's responsibility to perform this update before the next billing date to avoid any service suspension.

7.7 - Late Payment

In the event of late payment, Desirely reserves the right to apply late payment penalties at three (3) times the legal interest rate in force, automatically due without prior notice, in accordance with Article L.441-10 of the French Commercial Code. A flat-rate recovery fee of forty euros (€40) will be automatically due (Article D.441-5 of the French Commercial Code).

7.8 - No Right of Withdrawal

In accordance with Article 4.1, relations between Desirely and the User do not fall under the French Consumer Code. In any event, since the Services are immediately available and consumable upon subscription, the User expressly waives any right of withdrawal.

Article 8 - Subscription Duration

8.1 - Monthly Plans (Free, Core Monthly, Pro Monthly, Ultra Monthly)

The Subscription is concluded for an indefinite period, automatically renewable for monthly periods.

8.2 - Annual Plans (Core Annual, Pro Annual, Ultra Annual)

The Subscription is concluded for a period of twelve (12) months, automatically renewable for annual periods.

Article 9 - Termination

9.1 - Termination by the User

Monthly Plans (Free, Core Monthly, Pro Monthly, Ultra Monthly): the User may terminate at any time. Termination takes effect at the end of the current monthly billing period.

Annual Plans (Core Annual, Pro Annual, Ultra Annual): the User may terminate with thirty (30) days' notice before the annual renewal date. In the event of early termination, amounts already paid for the current commitment period remain acquired by Desirely and do not give rise to any refund.

9.2 - Termination by Desirely

Desirely may terminate the subscription automatically, without notice or compensation, in the event of a breach of the TOU or GTCS by the User, non-payment of outstanding amounts despite a notice remaining unsuccessful for fifteen (15) days, violation of Article 6 of the TOU (Protection of minors), proven or suspected illegal activity, or the User's liquidation or cessation of business.

9.3 - Effects of Termination

Termination results in the deactivation of the AI and associated Services on its effective date: at the end of the current billing period where it is requested by the User under Article 9.1, and immediately where it is enforced by Desirely under Article 9.2. Commissions due for the elapsed period remain outstanding. The User remains obligated to pay all amounts due. Unused Desirely Balance is handled in accordance with Article 6.4.

9.4 - Post-Termination Data Retention

From the effective date of termination, the User has thirty (30) calendar days to request the export of their data (AI configuration, model settings, statistics). Third-Party Platform login credentials, authentication tokens and account credentials alike, are deleted on the effective date of termination. After this period, the remaining data will be deleted according to the following schedule: conversation data and AI configurations are permanently deleted within 30 days; billing data is kept for 10 years (accounting obligation); account data (email, name) is kept for 3 years for dispute management purposes.

Export requests must be sent to [email protected].

Article 10 - Liability and Indemnification

10.1 - Desirely's Limitation of Liability

In any event, Desirely's total liability under these GTCS is limited to the total amount actually paid by the User for the subscription, excluding commissions and excluding Desirely Balance top-ups, during the twelve (12) months preceding the event giving rise to liability. This cap and the cap set out in Article 11.3 are one and the same cap and are not cumulative.

This limitation applies regardless of the basis of liability (contractual, tort, or otherwise) and regardless of the nature of the damage.

10.2 - User Indemnification (Hold Harmless)

The User agrees to indemnify, defend, and hold harmless Desirely, its officers, employees, and agents, against any claim, action, lawsuit, demand, or sanction from third parties (fans, Models, partners, or other third parties), Third-Party Platforms (sanctions, fines, bans, suspensions), regulatory authorities (CNIL, ARCOM, judicial authorities), or any entity related to damages resulting from messages generated by the AI in connection with the User's use of the Services, breach of the TOU or GTCS by the User, non-compliance with applicable laws by the User, or the exploitation of AI-generated content under the User's responsibility.

This indemnification obligation covers damages, court costs, attorney fees, and any other expenses reasonably incurred by Desirely.

Article 11 - Limitation of Liability

11.1 - Obligation of Best Efforts

Desirely is subject to an obligation of best efforts. Desirely agrees to implement the necessary resources for the proper provision of the Services but does not guarantee any specific result.

11.2 - Exclusions

Desirely cannot be held liable for indirect, consequential, or special damages of any kind, loss of sales, revenue, data, or business opportunities, AI-generated content and responses, actions taken by Third-Party Platforms (suspension, ban, restriction), acts or omissions of the User or their staff, or any failure attributable to technical subcontractors (OpenAI, Google, Vercel, Clerk, Stripe) or Third-Party Platforms.

11.3 - Liability Cap

Desirely's total liability, for all causes combined, is capped at the total amount actually paid by the User for the subscription, excluding commissions and excluding Desirely Balance top-ups, during the twelve (12) months preceding the event giving rise to liability. This cap is the one set out in Article 10.1; the two provisions are not cumulative.

Article 12 - Intellectual Property

The provisions relating to intellectual property are detailed in Article 11 of the TOU and apply in full within the framework of these GTCS.

Article 13 - Data Protection

The provisions relating to data protection are detailed in the Privacy Policy and apply in full within the framework of these GTCS.

Article 14 - Force Majeure

14.1 - Definition

Neither party shall be held liable for the non-performance of its obligations if such non-performance results from a case of force majeure within the meaning of Article 1218 of the French Civil Code.

14.2 - Force Majeure Events

The following are notably considered as cases of force majeure, without this list being limiting: natural disasters, epidemics and pandemics, wars, acts of terrorism and riots, widespread infrastructure failures (energy, telecommunications, Internet), major cyberattacks, governmental or regulatory decisions restricting activity, prolonged failures of AI providers (OpenAI, Google) making it impossible to provide the Services, and major changes to APIs or access conditions of Third-Party Platforms making the provision of Services technically impossible.

14.3 - Effects

In the event of force majeure, the obligations of the affected party are suspended for the duration of the event. If the force majeure continues for more than ninety (90) days, either party may terminate the contract as of right, without compensation.

Article 15 - Right of Audit

15.1 - Principle

Desirely reserves the right to request that the User provide, within fifteen (15) business days, proof of age verification and majority of the Models managed via the Platform, proof of the User's professional capacity (Kbis extract, commercial register registration, or equivalent), and any document proving compliance with the legal obligations applicable to their business activity.

15.2 - Consequences of Refusal

The refusal or inability of the User to provide the requested documents within the given timeframe may result in the immediate suspension of the Services and, if applicable, the termination of the subscription.

Article 16 - Severability

If one or more provisions of these GTCS are held to be invalid or declared as such pursuant to a law, regulation, or final decision of a competent court, the other provisions shall remain in full force and effect.

Article 17 - Governing Law and Jurisdiction

These GTCS are governed by French law.

In the event of a dispute, the parties agree to seek an amicable solution within thirty (30) days. Failing that, any dispute will be submitted to the exclusive jurisdiction of the competent courts of Paris (France).

Article 18 - Contact

Email: [email protected]
Phone: +33 6 32 92 10 88
Form: https://www.desirely.co/en/contact

Article 19 - Partner program

19.1 - Purpose and enrolment

Desirely operates a partner program allowing any person, with no minimum audience and no seniority requirement, to earn a commission on the subscriptions taken out by the Users they have referred. Enrolment is free and carries no commitment as to duration. It is completed from the dedicated page of the Website and gives access to a partner area and to a personal referral link.

19.2 - Attribution of a referral

A User is attributed to a partner where they create their account after reaching the Website through that partner's referral link. Attribution relies on an attribution cookie with a duration of thirty (30) days from the visit, subject to the User's consent to the corresponding cookies (see Article 9.3 of the Legal Notice). After that period, or absent such consent, no attribution can be established.

19.3 - Commission rates

The commission amounts to fifteen percent (15%) of the amount excluding tax of each subscription payment made by a referral, from the very first one.

That rate is raised to twenty percent (20%) where the partner simultaneously has ten (10) referrals holding an active paid subscription. The threshold counts REFERRALS, not subscriptions: a referral who has connected several Connected Platforms counts as one. Once the threshold is reached, the 20% rate applies to all of the partner's referrals, and not only to subsequent ones.

The commission is subject to no earnings cap.

19.4 - Duration and exclusions

The commission is due on each subscription payment, for as long as the referral's subscription remains active. It ends with it.

The Free plan gives rise to no commission, its amount being nil, and a referral whose subscriptions are all on the Free plan is not counted towards the ten active referrals opening the 20% threshold.

Commissions apply solely to subscription amounts actually collected by Desirely, excluding taxes, the commissions provided for in Article 6, and Desirely Balance top-ups.

19.5 - Tracking and payment

The partner tracks their clicks, referrals and commissions from their partner area, accessible with the email address used at enrolment.

Earned commissions accrue on a commission balance. They are paid out once a month, provided that this balance reaches one hundred euros (EUR 100). Below that threshold, the balance carries over to the following month, with no time limit and no loss for the partner.

APPENDIX 1 - Data Processing Agreement (DPA)

This appendix forms an integral part of the Terms and Conditions. Its purpose is to govern the subcontracting of personal data processing carried out by Desirely on behalf of the User, in accordance with Article 28 of the GDPR.

Article 1 - Role of the parties

The User, as an agency or creator using the Platform to manage conversations with its fans, acts as the controller of fans' personal data.

Desirely, as the publisher of the Platform processing this data on behalf of the User, acts as a processor within the meaning of Article 4.8 of the GDPR.

Article 2 - Purpose and nature of processing

Desirely processes the following personal data on behalf of the User:

Fan identifiers on Third-Party Platforms (pseudonyms, usernames) ;

Content of messages exchanged between the Models and fans ;

Behavioral data inferred from conversations (interests, purchase history, engagement scoring).

The purposes of the processing are: AI-powered automated response generation, purchase signal detection, automated moderation, minor detection, and the production of statistics for the User.

The processing period matches the subscription term, plus the retention periods set out in Article 9 of the Privacy Policy.

Article 3 - Desirely's obligations

Desirely undertakes to:

Process personal data only on the User's documented instructions (the Terms of Use, Terms and Conditions, and the settings configured by the User serving as instructions) ;

Ensure that persons authorized to process the data are bound by confidentiality obligations ;

Implement appropriate technical and organizational security measures described in Article 15 of the Privacy Policy ;

Not use conversation data to train, improve, or develop its AI models or those of third parties ;

Assist the User in complying with its own GDPR obligations (responses to data subject requests, impact assessments, breach notifications) ;

Notify the User as soon as possible, and no later than seventy-two (72) hours, of any data breach affecting it ;

Make available to the User all information necessary to demonstrate compliance with the obligations under this DPA.

Article 4 - User obligations

The User undertakes to:

Inform the data subjects (fans) about the processing of their data and the use of an AI-powered system, in accordance with Articles 13 and 14 of the GDPR and Article 50 of the AI Act ;

Collect, where required, the necessary consents ;

Provide Desirely with instructions that comply with applicable law ;

Respond to requests from data subjects exercising their GDPR rights (with Desirely assisting the User upon request).

Article 5 - Subprocessors

The User expressly authorizes Desirely to use the subprocessors listed in Article 7 of the Privacy Policy.

Desirely will inform the User of any planned change involving the addition or replacement of a subprocessor by updating the Privacy Policy, thereby giving the User the opportunity to raise objections to such changes.

Article 6 - Transfers outside the EU

Data transfers outside the European Union are governed by the safeguards set out in Article 8 of the Privacy Policy (EU-US Data Privacy Framework, standard contractual clauses, supplementary technical measures).

Article 7 - Audit

Once a year, and subject to reasonable prior notice, the User may request from Desirely any document or certificate proving compliance with the obligations under this DPA. On-site audits are not provided for given the SaaS nature of the service, except where a competent supervisory authority (CNIL) expressly requires them.

Article 8 - End of processing

At the end of the contract, Desirely will delete or return the personal data under the conditions set out in Article 9 of the Privacy Policy and Article 9.4 of the Terms and Conditions.

Article 9 - Liability

Each party is responsible for compliance with its own obligations under the GDPR and this DPA. The liability limitations set out in Articles 10 and 11 of the Terms and Conditions also apply to this DPA.