Terms and Conditions of Sale

Last updated: July 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 Terms of Service (ToS) and the Privacy Policy. In case of conflict between the ToS and the GTCS, the GTCS prevail for commercial aspects.

Article 2 - Definitions

Terms defined in the ToS 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, a Chrome extension for linking with Third-Party Platforms, 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 ToS, 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 €20.30 excl. VAT per month per Connected Platform (amounting to €243.60 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 €41.30 excl. VAT per month per Connected Platform (amounting to €495.60 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 €62.30 excl. VAT per month per Connected Platform (amounting to €747.60 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

An automatic discount applies to the total subscription amount when the User has at least five (5) Connected Platforms with an active subscription: 10% from 5 Connected Platforms; 15% from 10; 20% from 20; 25% from 50. The discount applies to the subscription subtotal, excluding commissions.

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 the following two cumulative conditions are met: the last message sent to the Fan before the revenue-generating action was written or sent by Desirely's AI, and the Fan performs a revenue-generating action (content purchase, tip, paid subscription, unlocking paid media) within a reasonable time after that message.

The commission is calculated on the net AI-attributed revenue, meaning the amount generated by the Fan, minus applicable VAT and commissions charged by the Third-Party Platform.

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.

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 contact@desirely.co.

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.

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 ToS 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 ToS (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 immediate deactivation of the AI and associated Services. 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). After this period, data will be deleted according to the following schedule: conversation data, AI configurations, and authentication tokens 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 contact@desirely.co.

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 during the twelve (12) months preceding the event giving rise to liability, excluding commissions.

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 ToS 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) during the last twelve (12) months.

Article 12 - Intellectual Property

The provisions relating to intellectual property are detailed in Article 11 of the ToS 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: contact@desirely.co
Phone: +33 6 32 92 10 88
Form: https://www.desirely.co/contact