1. Agreement to Terms

By accessing or using the Caramel platform ("Platform" or "Service"), operated by React Motion Technologies SAS ("Caramel," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you disagree with any part of these Terms, you may not access the Service.

IMPORTANT CONSUMER RIGHTS NOTICE

If you are a consumer in the European Union, you have additional rights that cannot be waived. See Section 17 for EU Consumer Rights.

These Terms constitute a legally binding agreement between you and React Motion Technologies SAS, a French company registered under SIRET 94861223900012.

2. Definitions

For the purposes of these Terms:

"Platform": The Caramel service, including all websites, applications, APIs, and services
"Business": Organizations using our Platform to engage and communicate with their own customers
"User" or "you": Any individual or entity accessing the Service
"Consumer": An individual acting for purposes outside their trade, business, or profession
"End Customer": An individual whose data a Business collects, stores, or messages through the Platform
"Form": A data-collection page or embedded widget a Business publishes through the Platform
"Campaign": A message or automated sequence of messages a Business sends to its End Customers
"Subscription Fee": The recurring charge for the Business's selected plan
"Content": Any text, images, data, or other materials uploaded to the Platform
"Personal Data": Information defined in GDPR Article 4(1)

3. Service Description

3.1 What We Provide

Caramel provides a marketing automation and customer engagement platform enabling businesses to:

Build and publish forms, and capture the responses submitted to them
Store and organise their own customer records and segments
Create and send marketing campaigns across email, SMS, messaging apps, and push notifications
Automate multi-step customer journeys
Connect third-party business systems through our integrations
Access premium advisory services where separately agreed

3.2 Service Availability

Uptime SLA: 99.9% monthly (excluding planned maintenance)
Planned Maintenance: Maximum 4 hours/month with 48-hour notice
EU Data Residency: Primary processing in EU data centers
Support Hours: Monday-Friday, 9:00-18:00 CET
Languages: English, French, German, Spanish, Italian

3.3 Service Limitations

The Service is NOT available in:

Japan, Malaysia, Singapore (regulatory restrictions)
Sanctioned countries under EU regulations
Jurisdictions where prohibited by law

4. Account Registration

4.1 Eligibility Requirements

To create an account, you must:

Be at least 18 years old (or age of majority in your jurisdiction)
Provide accurate, complete, and current information
Have the legal capacity to enter into contracts
Not be prohibited from using the Service under applicable laws
For businesses: Provide valid business registration and VAT/tax information

4.2 Account Types and Permissions

Account Type	Permissions	Requirements
Platform Admin	Full system access	Company authorization
Business Owner	Complete business control	Business registration
Business Manager	Operational management	Owner approval
Business Employee	Limited operations	Manager approval

4.3 Account Security

You are responsible for:

Maintaining confidentiality of credentials
All activities under your account
Notifying us immediately of unauthorized access
Using strong passwords and enabling 2FA
Regular security reviews of your account

We implement:

Multi-factor authentication (2FA/MFA)
Session management and timeout
IP-based access controls
Audit logging of all activities

5. Business Accounts and Responsibilities

5.1 Business Onboarding Requirements

Businesses must provide:

Legal Information: Company registration, VAT/tax numbers
Payment Method: A valid card or supported payment method for subscription fees
Compliance: Industry licenses if applicable
Representative: Authorized signatory details

5.2 Business Obligations

As a Business using our Platform, you agree to:

Legal Compliance:

Comply with all applicable laws and regulations
Honor consumer protection laws in all jurisdictions
Maintain required business licenses and permits
Comply with tax obligations

Customer Communications:

Send only to End Customers who have a valid legal basis for receiving your messages
Obtain and record consent where consent is the basis you rely on
Honour opt-out and unsubscribe requests promptly, and never re-add a contact who has opted out
Identify yourself accurately as the sender; never send on behalf of another party without authority
Comply with the marketing, anti-spam, and telecommunications rules of every jurisdiction you send into
Handle your own End Customers' service inquiries and complaints

Data Protection:

Act as Data Controller for your customer data
Sign our Data Processing Agreement
Implement appropriate security measures
Notify us of any data breaches immediately
Respect customer privacy rights

5.3 Platform Fees and Billing

Standard Pricing Tiers (Subject to Commercial Agreement):

• Starter: €0/month
• Lite: €20/month
• Growth: €99/month
• Business: €189/month
• Enterprise: €899+/month (custom pricing)

Each tier carries its own usage allowances — including the number of forms, form submissions, integrations, journeys, segments, and messaging channels available to you. Current allowances are published on our pricing page and shown in your account. Usage beyond your plan's allowance may be blocked or billed as additional capacity, as described at the point of purchase.

Billing Structure:

Monthly subscription fees billed in advance
Payment processing (Stripe fees) apply separately
VAT added where applicable
Payment terms: As specified in commercial agreement

IMPORTANT PRICING TERMS:

Commercial Agreement Supersedes: The pricing specified in your signed commercial agreement supersedes the standard pricing tiers listed above
Right to Modify Pricing: We reserve the absolute right to change, modify, or adjust platform fees and pricing structures at any time with 30 days written notice
Contractual Override: We reserve the right to override standard pricing at any moment as specified in individual commercial agreements signed at the time of accepting these Terms
Custom Enterprise Pricing: Enterprise and high-volume businesses operate under custom commercial agreements that may differ significantly from standard rates
Pricing Authority: Final pricing authority rests with Caramel, and we may adjust fees based on usage patterns, market conditions, or strategic considerations
Grandfathering: Existing customers may be grandfathered at their current rates for periods specified in their commercial agreements

5.4 Referral Credit

Where we operate a referral programme, a Business that refers another Business to Caramel may earn account credit — a percentage of the referred Business's Caramel subscription payments, applied automatically against the referring Business's own future Caramel invoices. The following terms govern all such credit.

No cash value; non-refundable

Account credit is a discount against future Caramel invoices and nothing more. It is not money, not a deposit, and not a stored-value instrument. It cannot be refunded, withdrawn, paid out, exchanged for cash, or transferred to another account, person, or Business — whether or not it has already been earned, and whether or not your account remains open.

Lifetime grants cannot claim credit

A lifetime grant is issued by us at our discretion and carries no recurring subscription invoice. Because account credit exists only as a reduction of a Caramel invoice, a Business holding a lifetime grant cannot claim, use, or otherwise realise referral credit for as long as that grant is in effect, and any credit recorded against it confers no right to payment, refund, or cash equivalent. Such credit becomes usable only if the Business moves onto a paid subscription, and then only against invoices issued under the plans and pricing in effect at the time of that change. A lifetime grant confers no entitlement to earlier or grandfathered pricing for this purpose.

Forfeiture on cancellation or non-payment

Any account credit that has not yet been applied to an invoice is forfeited in full, immediately and without compensation, if:

you cancel your subscription;
we terminate your subscription under Section 15.3; or
your subscription lapses, is suspended, or otherwise becomes inactive, including through failure to pay an invoice when due.

Credit already applied to a settled invoice is unaffected. Forfeited credit is not restored if you later re-subscribe, and a new subscription begins with a zero credit balance.

Reversal

If a payment that generated credit is later refunded, charged back, or otherwise reversed, we may cancel the corresponding credit before it is applied, or recover its value against your account or a future invoice if it has already been applied.

Eligibility and abuse

Referrals must be genuine and between separate Businesses under separate control. Self-referral, referral between Businesses under common ownership or control, and any attempt to attribute a referral to an existing customer are not eligible and earn no credit. We may withhold, delay, review, or cancel any credit we reasonably believe to arise from fraud, abuse, or misrepresentation, and may suspend or remove a Business from the programme on the same basis.

Programme changes

The referral programme — including reward rates, reward duration, and the timing of credit — is offered at our discretion and may be changed or withdrawn at any time. Changes apply prospectively: credit already earned keeps the rate that was in effect when it was earned.

6. End-Customer Data and Messaging Terms

6.1 Your Data, Your Responsibility

The End Customer data you upload, collect, or import into the Platform remains yours. You are the Data Controller for it and we act as your Data Processor, governed by the Data Processing Agreement referenced in Section 10.

You warrant that you have a lawful basis for every record you place in the Platform and for every message you send from it. You may not upload purchased, scraped, rented, or otherwise unlawfully obtained contact lists.

6.2 Sending Rules

Campaigns sent through the Platform must:

Go only to recipients you are lawfully entitled to contact
Include a functioning unsubscribe mechanism in every marketing message, honoured within the timeframe the applicable law requires
Accurately identify you as the sender, with a valid postal or business address where the law requires one
Respect channel-specific rules, including the policies of the messaging providers we route through

We may suspend sending on an account that generates excessive spam complaints, bounce rates, or provider policy violations, because such activity endangers delivery for every other business on the Platform. Where practical we will warn you first, but we may act immediately when the risk is severe.

6.3 Subscription Refunds and Cancellations

For Consumers (B2C):

14-day withdrawal right under EU law
Exceptions for immediately delivered digital content
Refund processing within 14 days

For Businesses (B2B):

Subscription fees are billed in advance and are non-refundable for the period already started, except where required by law or agreed in your commercial agreement
Cancellation takes effect at the end of the current billing period
Chargebacks are handled per card network rules

7. Payment Processing

7.1 Payment Services Provider

We use Stripe as our payment processor:

EU-based processing infrastructure
PCI DSS Level 1 compliance
Strong Customer Authentication (SCA/3DS2)
SEPA, cards, and local payment methods

7.2 Transaction Security

All payments tokenized (no raw card storage)
End-to-end encryption
Fraud detection and prevention
SCA compliance for EU transactions
Regular security audits

8. Acceptable Use Policy

8.1 Prohibited Activities

You may NOT use the Platform to:

Illegal Activities:

Violate any laws or regulations
Facilitate money laundering or fraud
Evade taxes or sanctions
Sell prohibited goods or services

Harmful Content:

Distribute malware or viruses
Engage in phishing or scams
Harass, threaten, or harm others
Infringe intellectual property rights

Platform Abuse:

Circumvent fees, usage allowances, or security measures
Create fake or multiple accounts
Send unsolicited bulk messages, or upload contact lists you have no lawful basis to message
Conduct unauthorized penetration testing

8.2 Content Standards

All content must be:

Legal and non-infringing
Appropriate for all audiences
Accurate and not misleading
Respectful and professional
Compliant with advertising standards

8.3 Enforcement

Violations may result in:

Warning or content removal
Account suspension or termination
Legal action and damages
Reporting to authorities
Forfeiture of funds (if illegal activity)

9. Intellectual Property Rights

9.1 Our Intellectual Property

We retain all rights to:

Platform software and source code
Caramel trademarks and branding
APIs and technical documentation
Proprietary algorithms and processes
Platform-generated analytics and insights

9.2 Your Content License

You grant us a worldwide, non-exclusive, royalty-free license to:

Host and display your content
Process transactions using your content
Create backups and archives
Modify for technical requirements
Use for service improvement (anonymized)

This license continues only as necessary for:

Providing the Service
Legal compliance
Protecting rights and safety

9.3 Feedback and Suggestions

Any feedback you provide becomes our property. We may use it without compensation, attribution requirements, or confidentiality obligations.

10. Privacy and Data Protection

10.1 Data Processing

Our data practices are governed by:

Privacy Policy: Detailed privacy practices
Cookie Policy: Cookie usage and control
DPA: Business data processing terms
GDPR and applicable privacy laws

10.2 Roles and Responsibilities

For Platform Operations:

We are the Data Controller
You are the Data Subject
Processing under our Privacy Policy

For Business Services:

Business is Data Controller
We are Data Processor
Processing under DPA terms

10.3 Security Commitments

We implement:

ISO 27001 aligned security program
Encryption at rest and in transit
Regular security assessments
Incident response procedures
Employee security training

11. Third-Party Services

11.1 Integrated Services

Our Platform integrates with:

Service	Purpose	Location	Your Relationship
Stripe	Payments	EU servers	Through us
PostHog	Analytics	EU cloud	Through us
AWS	Email/SMS	EU regions	Through us

11.2 Third-Party Terms

You acknowledge:

Third-party services have their own terms
We're not liable for third-party services
You may have direct relationships with providers
Third-party changes may affect Service availability

12. Disclaimers and Warranties

12.1 Service Provision

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXCEPT AS REQUIRED BY LAW.

We DO Warrant (for Consumers):

Service substantially as described
Professional and workmanlike manner
Compliance with applicable laws
Reasonable care and skill

We DON'T Warrant:

Uninterrupted or error-free service
Specific results or outcomes
Third-party service availability
Complete security (despite best efforts)

12.2 Statutory Rights

Nothing in these Terms excludes or limits:

Liability for death or personal injury from negligence
Liability for fraud or fraudulent misrepresentation
Consumer statutory rights under EU law
Other liability that cannot be excluded by law

13. Limitation of Liability

13.1 For Business Users

Our total liability is limited to:

Direct damages only
Maximum: Fees paid in last 12 months
Per incident and aggregate

We're NOT liable for:

Indirect or consequential damages
Lost profits or revenues
Loss of business or opportunities
Loss of data (except where we're Data Processor)

13.2 For Consumers

Consumer statutory rights are NOT limited. We remain liable for:

Failure to provide services with reasonable care
Breach of contract
Negligence causing harm
Other mandatory consumer protections

13.3 Exceptions

Limitations don't apply to:

Gross negligence or willful misconduct
Breach of data protection obligations
Indemnification obligations
Payment obligations

14. Indemnification

14.1 Your Indemnification

You agree to defend, indemnify, and hold harmless Caramel from:

Your breach of these Terms
Your violation of laws
Your content and use of Service
Third-party claims from your customers
Your negligence or misconduct

14.2 Our Indemnification

We'll indemnify Business users for:

Our breach of data protection laws (as Processor)
Infringement of IP rights by Platform
Our gross negligence or willful misconduct

14.3 Indemnification Process

Prompt notice of claims
Cooperation in defense
No admission without consent
Right to participate with counsel

15. Term and Termination

15.1 Term

These Terms begin when you:

Accept them (click "I Agree")
Create an account
Use the Service

They continue until terminated.

15.2 Termination by You

Consumers:

Cancel anytime without penalty
14-day withdrawal right for new accounts
Export data before closure

Businesses:

30 days written notice
Settle outstanding obligations
Transition period available

15.3 Termination by Us

We may terminate for:

Material breach (immediate)
Non-payment (30 days notice)
Illegal activity (immediate)
Insolvency (immediate)
Convenience (90 days notice)

15.4 Effect of Termination

Upon termination:

Account access ends
Scheduled and in-flight campaigns stop sending
Your End Customer data is available for export during a 30-day window, then deleted, save where we must retain it by law
Data otherwise retained per legal requirements
Outstanding payments due
Unapplied account credit is forfeited (see Section 5.4)
Survival of certain provisions

Surviving Provisions: IP rights, indemnification, limitation of liability, governing law, and dispute resolution survive termination.

16. Dispute Resolution

16.1 Informal Resolution

Before formal proceedings:

Submit a request via our Contact page
Good faith negotiation (30 days)
Escalation to management
Mediation if agreed

16.2 EU Consumer Disputes

Online Dispute Resolution (ODR):

• Platform: ec.europa.eu/consumers/odr
• Our contact: Dispute Resolution Portal

Alternative Dispute Resolution (ADR):

• Commercial mediation available
• Process: As per ADR directive
• Binding if both parties agree

16.3 Formal Proceedings

EXCLUSIVE JURISDICTION - PARIS COURTS:

For Business Users and Non-EU Consumers:

ONLY the Commercial Court of Paris (Tribunal de Commerce de Paris) has exclusive jurisdiction
No other court may hear disputes
This jurisdiction is mandatory and cannot be waived

Exception for EU Consumers Only:

EU consumers may choose between:

Paris Commercial Court, OR
Courts in their country of residence

This is a mandatory EU consumer right.

Applicable Law:

French law exclusively governs these Terms
EU consumer protection laws apply where mandatory
UN Convention on International Sale of Goods (CISG) is explicitly excluded
No other country's laws apply

IMPORTANT: By accepting these Terms, you explicitly agree that ONLY Paris courts have jurisdiction over any disputes, except where EU consumer law provides otherwise.

17. EU Consumer Rights

17.1 Mandatory Rights (Cannot be Waived)

Information Rights:

Clear contract terms before purchase
Total price including all fees
Company identity and contact
Complaint handling process

Withdrawal Rights:

14 days to withdraw without reason
Model withdrawal form available
Full refund within 14 days
Exceptions for immediate digital delivery

Performance Rights:

Service within agreed timeframe
Professional standard of care
Conformity with description
Remedies for non-conformity

17.2 Distance Selling Protections

For subscriptions purchased online:

Written confirmation of your subscription
Clear description of what the plan includes
Right to withdraw within the statutory period, subject to the digital-content exception in Section 17.1
Clear pricing, renewal terms, and fees before you commit

17.3 Unfair Terms Protection

Any term deemed unfair is:

Not binding on consumers
Severable from contract
Interpreted in consumer's favor

18. Specific Jurisdictions

18.1 France (Establishment Country)

French Commercial Code applies
VAT at French rates
French consumer protection
CNIL data protection oversight

18.2 Germany

Additional BGB protections
German payment services law
Impressum requirements met

18.3 United Kingdom (Post-Brexit)

UK GDPR applies
Consumer Rights Act 2015
ICO oversight for data

18.4 United States

CCPA rights for California residents
State law variations apply
Arbitration not required

19. Platform-Specific Terms

19.1 API Usage

If granted API access:

Rate limits apply (1000 requests/hour)
API key security required
No scraping or abuse
Separate API Terms apply
Revocable at our discretion

19.2 White Label Services

Available for Enterprise accounts:

Custom branding options
Separate agreement required
Additional fees apply
SLA commitments

19.3 Beta Features

Provided "as is" without warranties
May be discontinued anytime
Feedback becomes our property
No reliance for production

20. General Provisions

20.1 Entire Agreement

These Terms, plus referenced policies, constitute the entire agreement.

20.2 Amendments

Changes to Terms:

30 days notice for material changes
Email and platform notification
Continued use = acceptance
Right to terminate if disagree

20.3 Severability

If any provision is invalid:

Remainder continues in effect
Invalid provision modified minimally
Intent preserved where possible

20.4 Assignment

We may assign to affiliates or successors
You may not assign without consent
Consumers retain all rights

20.5 Waiver

No waiver unless:

In writing
Signed by waiving party
Specific to the instance

20.6 Force Majeure

No liability for delays due to:

Natural disasters
War or terrorism
Pandemic restrictions
Government actions
Other events beyond control

20.7 Notices

To You: Email to registered address or via platform notifications

To Us: Contact page

20.8 Language

English version prevails
Translations for convenience
French version available

21. Contact Information

Legal and Compliance

Contact: Contact page
Response: 5 business days

Customer Support

Contact: Contact page
Privacy: privacy@joincaramel.com
Hours: Monday-Friday, 9:00-18:00 CET
Response: 24-48 hours

Business Development

Contact: Book a Demo
Enterprise: Contact page

Data Protection

Privacy Rights: privacy@joincaramel.com
DPO: dpo@joincaramel.com

Registered Office

React Motion Technologies SAS
73 Allée Kléber
34000 Montpellier
France

Terms of Service

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