Aéllo provides a software package for businesses to centralize, orchestrate, and track sales leads from multiple channels.

These General Terms and Conditions of Sale and Use (the “Terms”) govern the subscription to and use of Aéllo’s services and form an integral part of any quotation, proposal, order form, subscription recap, or agreement accepted by the Client (the “Agreement”).

Version: January 2026

1. LEGAL INFORMATION

Service Provider: Aéllo
Registered office: 17 rue des Jardiniers, L-1835 Luxembourg
Email: contact@aello-group.com
Phone: +352 20 42 01 81
RCS: RCB293333
VAT: LU36391886

2. DEFINITIONS

For the purposes of these Terms (singular includes plural and vice versa):

Account: the Client’s account(s) enabling access to the Platform, including at least one administrator account.
Admin User: a User with administrator rights (user management, settings, billing information).
Agreement: these Terms together with any Order Form accepted by the Client, including any schedules, annexes (including the DPA), or appendices.
AI Features: any functionality within the Platform that uses machine learning or artificial intelligence to generate, summarize, classify, recommend, or otherwise assist Users (including “Copilot” suggestions, message drafting, lead summaries, tagging, prioritization, or analytics).
AI Output: any content, recommendation, summary, classification, or suggestion generated by AI Features.
Client: any legal entity subscribing to the Services for professional purposes (B2B). Consumers are excluded.
Connector: a configured source bringing Leads into the Platform, including any Marketplace integration and/or the Client Website connection. Unless otherwise stated, the Website counts as one (1) Connector.
Content: any data processed through the Platform, including leads, messages, contact details, notes, call logs (if enabled), metadata, and reports.
Dealership: a business unit/location of the Client included in the subscription scope as specified in the Order Form.
Documentation: user manuals, onboarding materials, and any documentation made available by Aéllo.
Effective Date: the start date stated in the Order Form or, failing that, the date the Platform is first made available to the Client.
Fee / Subscription Fee: the amount payable by the Client for the Services under the Order Form.
Lead: any commercial inquiry or contact received via the Client’s channels and/or Connectors (email, messaging, calls, marketplaces, website forms/API, etc.).
Lead Trust: Aéllo functionality providing lead verification/enrichment/search capabilities with a monthly allowance as specified in the Order Form.
Marketplace: any third-party lead source/integration (e.g., listing platform) connected to the Platform, counted as specified in the Order Form.
Order Form: the commercial document (whatever its title, including Commercial Offer, quotation/quote, proposal, or subscription recap) that is accepted by the Client and that summarizes the subscribed Package, pricing, billing frequency, term, number of Users, Dealerships, Connectors, included usage, and any add-ons or specific conditions.
Package: the subscription type selected by the Client (Copilot – Full Access or Copilot – Lead Orchestrator).
Platform: Aéllo’s software solution provided as a service (SaaS), accessible via web application and/or mobile application (iOS/Android), and including any related interfaces, APIs, and updates made available by Aéllo.
Provider: any third-party supplier used by Aéllo to deliver specific features (e.g., call tracking provider, AI provider).
Services: the Platform, hosting, maintenance, updates, and support included in the subscription.
Setup Fee: a one-time fee covering initial onboarding and initial configuration as described in the Order Form.
Training / Special Setup: optional services billed at €90 per hour per person involved for training sessions, custom configuration, special setup, or project work beyond standard onboarding/support.
User: any person authorized by the Client to use the Platform.
User Input: any Content, prompts, instructions, messages, documents, or data submitted by the Client or Users to AI Features.

If there is a conflict between these Terms and the Order Form, the Order Form prevails for pricing, billing frequency, scope limits, included usage, start date, term, and any expressly stated commercial conditions.

3. PURPOSE AND SCOPE (B2B)

3.1 These Terms define the conditions under which Aéllo provides the Services to the Client and the Client accesses and uses them.
3.2 The Services are intended exclusively for professional use. Consumer protection rules do not apply.

4. DESCRIPTION OF THE SERVICES AND PACKAGES

4.1 Aéllo is a technical platform to centralize leads, orchestrate lead distribution, enable tracking and collaboration, and provide reporting.

4.2 The Client subscribes to one of the following:
(a) Copilot – Full Access: full access to Aéllo features as available in the subscribed plan.
(b) Copilot – Lead Orchestrator (push to existing CRM): Aéllo captures/routes leads and pushes them into the Client’s existing CRM or systems via available connectors/configuration.

4.3 Where agreed in the Order Form, Aéllo may provide a method (including API-based access) enabling the Client to centralize leads generated by the Client’s own website into the Platform. Availability and technical scope depend on the Client’s website environment and required permissions.

4.4 The Client acknowledges that Aéllo does not generate leads. Aéllo is not responsible for lead volume, lead quality, conversion, or commercial performance.

4.5 Aéllo provides a technical service and does not act as broker/agent in the Client’s sales process.

4.6 The Platform may evolve over time. Aéllo may add, modify, or discontinue features, provided that Aéllo will use commercially reasonable efforts not to materially reduce the core functionality of the subscribed Package during the paid term. Where a material reduction is unavoidable (e.g., Provider discontinuation), Aéllo may propose a reasonable alternative.

4.7 Mobile Application

4.7.1 The Services may include a mobile application enabling access to the Platform from mobile devices. Functionality available on the mobile application may differ from the web application and may evolve over time. Access to the mobile application may require the Client and/or Users to have accounts with third-party app stores (e.g., Apple App Store, Google Play). Aéllo is not responsible for unavailability, delays, removals, or restrictions caused by app store providers, operating system changes, device compatibility, or third-party policies.

4.8 AI Features

4.8.1 Aéllo may provide AI Features to assist Users (e.g., drafting messages, summarizing conversations/leads, suggesting next actions, classifying leads, generating insights). AI Features may be introduced, modified, limited, or discontinued over time.

4.8.2 AI Output is provided for assistance purposes only. The Client remains solely responsible for reviewing and validating AI Output before use, including before sending communications to prospects or customers. The Client is responsible for ensuring that messages and actions remain compliant with applicable law and third-party terms.

4.8.3 Aéllo does not warrant that AI Output will be accurate, complete, error-free, non-infringing, or fit for a particular purpose. AI Output may be incorrect, incomplete, outdated, or inappropriate. The Client assumes all risks associated with the use of AI Output.

4.8.4 The Client shall not use AI Features:
(a) to violate any law or third-party rights;
(b) to generate or send unlawful, deceptive, abusive, or discriminatory communications;
(c) to attempt to extract confidential information of third parties;
(d) for any purpose that would breach the Agreement, Documentation, or Provider terms.

4.8.5 Some AI Features may rely on Providers and may be subject to their availability, limitations, and pricing changes. Aéllo is not responsible for outages, model limitations, or third-party changes affecting AI Features.

5. ACCESS, ACCOUNTS, AND USER MANAGEMENT

5.1 Access is granted via Accounts and secure credentials.
5.2 The Client is responsible for all activity performed through its Accounts and Users.
5.3 Unless otherwise specified in the Order Form, the subscription includes one (1) Admin User.
5.4 Accounts are personal to each User and must not be shared.
5.5 Users must keep credentials confidential and notify Aéllo promptly of any suspected compromise.

6. RIGHT OF USE AND RESTRICTIONS

6.1 During the Agreement term, Aéllo grants the Client a non-exclusive, non-transferable right to access and use the Platform and Documentation for the Client’s internal business purposes, within the scope and limits of the subscription.

6.2 The Client shall not (and shall not allow Users to):

resell, sublicense, rent, lease, or commercially exploit the Platform;
make the Platform available to non-authorized third parties;
bypass security or usage limits;
reverse engineer, decompile, or attempt to discover source code or underlying algorithms (except where mandatory law permits);
use the Platform to build a competing product/service.

6.3 The Client is solely responsible for complying with applicable rules relating to communications and marketing, including (where applicable) consent/opt-in requirements and the terms/policies of Providers and platforms (email providers, WhatsApp/Meta policies, carriers, marketplaces, telephony providers). The Client is responsible for the content of messages and for ensuring lawful contact of prospects/customers.

6.4 The Client must not use the Services in a manner that creates unreasonable load or strain (e.g., excessive API calls, abnormal automation, or misuse). Aéllo may throttle, suspend, or require an upgraded plan to protect service stability.

6.5 API and Webhook Use

6.5.1 Aéllo may make available API and/or webhook-based functionality to support the Services (including, where applicable, website lead centralization). The availability, technical scope, and any included limits for a given Client depend on the subscribed Package, the Client’s technical environment, and Aéllo’s current technical capabilities as described in the Platform or Documentation and, where relevant, in the Order Form. Unless Aéllo has expressly committed otherwise in the Order Form, Aéllo does not guarantee that API access will be available for every use case or that all features will be available via API.

6.5.2 API keys/tokens are confidential and must be stored securely. The Client shall not share credentials outside its authorized Users and must promptly notify Aéllo of any suspected compromise. The Client is responsible for all activity performed using its API credentials.

6.5.3 API usage is subject to technical and fair-use limits (including rate limiting) and may also be constrained by Provider limitations. Aéllo may throttle, restrict, or temporarily suspend API access to protect the Platform, ensure security, or prevent abuse (including excessive calls, abnormal automation, scraping, or attempts to bypass limits).

6.5.4 The API may only be used for the Client’s internal business purposes in connection with the Services. The Client shall not use the API to build or offer a competing product/service, to circumvent the Platform’s intended use, or to violate applicable law or third-party terms.

6.5.5 The Client is responsible for its own development, configuration, testing, monitoring, and maintenance of any integration using the API and/or webhooks (including correct formatting, routing, authentication, permissions, and security). The Client remains solely responsible for ensuring that Leads and other data are correctly transmitted to and received by the Platform.

Aéllo is not responsible for failures, delays, duplicates, partial imports, or loss of Leads caused by (i) Client-side code or configuration, (ii) incorrect credentials, permissions, routing rules, or endpoints, (iii) changes or outages in third-party systems, (iv) Provider limitations, rate limiting, blocking, or throttling, or (v) the Client’s internal systems or network.

6.5.6 Aéllo may modify, version, or deprecate APIs. Where reasonably possible, Aéllo will provide notice of material changes. Continued use after an effective date constitutes acceptance of the updated API behavior, to the extent permitted by law.

7. SUBSCRIPTION SCOPE AND LIMITS (USERS, DEALERSHIPS, CONNECTORS, USAGE)

7.1 The subscription scope is defined in the Order Form and may include limits such as:

number of Users (including 1 Admin User)
number of Dealerships
number of Connectors (Marketplaces + Website)
included usage (e.g., Lead Trust searches/month, call tracking minutes/month)

7.2 Each Marketplace counts as one Connector. The Client Website counts as one Connector unless otherwise stated.

7.3 The Client must stay within the agreed scope and usage. Excess usage and additions are billed as described in Section 8.

8. FEES, BILLING, ADD-ONS, USAGE-BASED CHARGES

8.1 The Client shall pay the Setup Fee stated in the Order Form. The Setup Fee is due upon signature/acceptance of the Order Form and Aéllo may postpone onboarding and/or Platform provisioning until receipt. Except where mandatory law applies, the Setup Fee is non-refundable.

8.2 The subscription may be billed monthly, quarterly, or annually, as specified in the Order Form. Subscription fees are payable in advance. Unless otherwise stated in the Order Form, invoices are payable upon receipt and in any case before the start of the relevant billing period.

8.3 If during the contract the Client adds scope (e.g., Users, Connectors, Dealerships, add-ons, or usage allowances), Aéllo will invoice pro rata temporis (proportional to the remaining time in the current billing period/term). All unit prices and conditions for such additions are as agreed in the applicable Order Form .

8.4 During the contract term (including the current renewal period):

The Client may upgrade (add Users/Connectors/Dealerships or move to a higher package).
The Client may not remove Users, Connectors, Dealerships, or reduce scope until the end of the term and renewal.

8.5 The number of Dealerships and Connectors included is the number specified in the Order Form. Any addition beyond that scope is billed as in Section 8.3.

8.6 Certain features include monthly usage allowances as stated in the Order Form. Included usage is not transferable to the next month. Additional usage is billed based on actual consumption at the then-current price list communicated by Aéllo. This may include:
(a) Lead Trust searches/month
(b) Call tracking minutes/month (included minutes and overage rate as per the Order Form)

8.7 Some features rely on Providers. The Client acknowledges Provider costs or terms may change. Aéllo may adjust fees for Provider-dependent services and overages to reflect Provider price changes. Aéllo will provide prior notice where reasonably possible. Continued use after the effective date constitutes acceptance of the updated pricing, to the extent permitted by law.

8.8 If the Client requests training sessions, dedicated workshops, custom configuration, special setup, or project work beyond standard onboarding/support, such services shall be billed at €90 per hour per person involved, unless otherwise agreed in writing.

8.9 Any amount not paid on its due date shall, from the day following the due date and without prior notice, accrue late-payment interest at the statutory rate applicable to commercial transactions (reference rate / ECB rate plus eight (8) percentage points, rounded as provided by applicable law) until full payment.

In addition, the Client shall owe, automatically and without prior notice, a fixed recovery fee of €40 per overdue invoice, and shall reimburse reasonable recovery costs incurred beyond this fixed amount (e.g., reminders, collection, legal fees), to the extent permitted by law.

8.10 If an invoice remains unpaid after its due date, Aéllo may send a payment reminder. If payment is not received within seven (7) days after written notice, Aéllo may suspend access to the Services until all due amounts are paid. Suspension does not suspend the Client’s payment obligations and does not entitle the Client to any refund.

8.11 Except where mandatory law provides otherwise, prepaid subscription fees are non-cancellable and non-refundable.

8.12 The Subscription Fees agreed in the applicable Order Form apply for the duration of the then-current contract term. Aéllo may review and update Subscription Fees at renewal. Any updated fees will be communicated to the Client in writing at least thirty (30) days before the renewal date. If the Client does not agree, it may terminate effective at the end of the term in accordance with Section 20.4.

9. CLIENT CONTENT, OWNERSHIP, AND RESPONSIBILITY

9.1 The Client owns its Content and remains solely responsible for its legality, accuracy, and compliance (including marketing and privacy compliance).
9.2 To provide the Services, the Client grants Aéllo a limited license to host, process, transmit, and display Content solely to perform the Agreement and ensure service reliability and security.
9.3 Leads originate from the Client’s own sources (Marketplaces, website, channels). Aéllo is not responsible for creating, sourcing, or guaranteeing leads.
9.4 Aéllo does not sell the Client’s leads or use them to contact the Client’s prospects for Aéllo’s own marketing.

9.5.1 The Client is solely responsible for all Content and documents uploaded, transmitted, generated, or made available through the Platform by the Client or its Users (including attachments, PDF, images, text, call recordings where enabled, and any User Input to AI Features). The Client warrants that it has all necessary rights, permissions, and legal basis to provide such Content to Aéllo and to process it via the Platform.

9.5.2 The Client shall not upload, store, transmit, or process through the Platform any Content that:

(a) is unlawful, harmful, threatening, abusive, harassing, defamatory, or discriminatory;
(b) infringes intellectual property, privacy, or other third-party rights;
(c) contains malware, spyware, or malicious code;
(d) is pornographic or sexually explicit, or contains nudity where unlawful or inappropriate for the intended business use;
(e) contains special categories of personal data (sensitive data) unless strictly necessary and legally permitted; or
(f) violates Provider rules, Marketplace terms, or applicable communications laws.

9.5.3 Aéllo may (but is not obliged to) remove, restrict access to, or disable any Content and/or suspend access to the Services if Aéllo reasonably believes the Content or the Client’s use violates the Agreement, applicable law, or third-party terms. Where reasonably possible, Aéllo will notify the Client and provide an opportunity to remedy, except where immediate action is required.

9.5.4. The Client shall indemnify and hold harmless Aéllo for any third-party claims, damages, fines, or costs arising from the Client’s Content or the Client’s breach of this Section 9.5, subject to the Agreement.

10. PERSONAL DATA, GDPR, SECURITY, INCIDENTS

10.1 For personal data processed through the Platform, the Client acts as Controller and Aéllo acts as Processor (in most typical use cases).
10.2 The parties shall comply with GDPR and applicable data protection laws.
10.3 Aéllo implements appropriate technical and organizational measures consistent with industry standards, taking into account the nature of the data and state of the art.
10.4 A Data Processing Agreement (DPA) may be provided upon request or incorporated as an annex if required.

10.5 Where AI Features are enabled, User Input may be processed to generate AI Output. The Client remains the Controller of any personal data included in User Input, and Aéllo remains the Processor. The Client shall not submit sensitive personal data (e.g., health data, political opinions, biometric data) to AI Features unless strictly necessary and legally permitted. If AI Features rely on Providers, such providers may act as subprocessors under the DPA where applicable.

10.6 In the event of a personal data breach affecting Content processed by Aéllo as Processor, Aéllo will notify the Client without undue delay after becoming aware of the breach and will provide commercially reasonable information to support the Client’s compliance obligations.

10.7 Aéllo may use subcontractors and subprocessors to provide the Services (including hosting, telephony, AI, and analytics). Aéllo remains responsible for the performance of its subprocessors in accordance with applicable law and the DPA.

11. THIRD-PARTY SERVICES, CONNECTORS, DEDICATED EMAIL/PHONE, AND CLIENT RESPONSIBILITIES

11.1 Integrations may rely on Third-Party Services (Marketplaces, messaging providers, email providers, telephony, CRM).
11.2 Aéllo is not responsible for third-party outages, deliverability issues, policy changes, suspension of accounts, or limitations imposed by third parties.
11.3 The Client is responsible for compliance with third-party terms and maintaining valid third-party accounts/permissions.

11.4 For each Connector (Marketplace or Website), Aéllo may provide one dedicated email address and, if call tracking is enabled, one dedicated phone number to support lead capture and tracking.

11.5 The Client is solely responsible for requesting and ensuring that each Marketplace and/or the Client’s website administrator updates the relevant settings (including email address, phone number, routing rules, and/or API/webhook configuration) so that leads are correctly delivered to the Platform.

11.6 Aéllo shall not be responsible for missing leads, partial imports, delays, or interruptions caused by:
(a) incorrect settings entered by the Client or its Marketplace/website administrators;
(b) failure by the Client to update the Marketplace/website configuration;
(c) changes in Marketplace policies, formats, anti-spam rules, or API behavior;
(d) outages, blocking, throttling, or limitations by third-party providers;
(e) the Client’s internal systems or email/phone routing decisions.

12. AVAILABILITY, MAINTENANCE, UPDATES, AND SUPPORT

12.1 Aéllo will use commercially reasonable efforts to make the Services available. Unless explicitly stated in the Order Form, no service level agreement (SLA) is provided.

12.2 Aéllo may deploy updates, patches, and improvements and may conduct maintenance that can temporarily affect availability. Where reasonably possible, Aéllo will schedule maintenance outside normal business hours.

12.3 Support is provided by email at contact@aello-group.com, Monday–Friday, 09:00–17:00 (CET), excluding Luxembourg public holidays, unless otherwise agreed.

12.4 Basic support includes explanations and assistance in using the Platform and minor configuration guidance. Unless expressly included in the Order Form or billed under Training / Special Setup, support excludes: custom development, data cleanup/migration beyond onboarding scope, management of third-party Marketplace accounts, resolving third-party outages, and on-site services.

13. DATA EXPORT, RETENTION, AND DELETION

13.1 The Client can export data from the Platform in CSV format where available. Exports may not include every internal metadata field and are provided in the format made available by the Platform at the time of export.

13.2 API-based export may be introduced later; it is not guaranteed and is not part of the Services unless explicitly included in the Order Form.

13.3 Subject to payment of all undisputed amounts, the Client may request exports for up to 90 days following termination. After this period, Aéllo may delete the Client’s Content in accordance with its retention policy and any legal/DPA obligations. Some data may remain in backups for a limited period as part of normal security and continuity processes. Backups are not intended to be used for restoring individual records upon Client request.

14. CONFIDENTIALITY AND CUSTOMER REFERENCES (LOGO)

14.1 Each party shall keep confidential all non-public information received from the other party and use it only to perform the Agreement.

14.2 Unless the Client opts out in writing, the Client authorizes Aéllo to use the Client’s name and logo as a customer reference (e.g., website, sales materials). The Client may request removal at any time by written notice.

15. INTELLECTUAL PROPERTY

15.1 Aéllo retains all intellectual property rights in the Platform, Documentation, and related elements.
15.2 No rights are transferred other than the limited right to use the Platform during the Agreement term.
15.3 Client feedback may be used by Aéllo without obligation, provided it does not disclose Client confidential information.

16. WARRANTIES AND DISCLAIMER

16.1 Aéllo provides the Services under a best-efforts obligation consistent with industry standards.
16.2 Except as expressly stated, the Services are provided “as is” to the maximum extent permitted by law.
16.3 Aéllo does not warrant that the Services will meet all Client requirements, be uninterrupted, or guarantee specific commercial results.
16.4 AI Features and AI Output are provided “as is”. Aéllo disclaims any warranties related to AI Output, including accuracy, completeness, non-infringement, and fitness for purpose. The Client is solely responsible for decisions, actions, and communications made based on AI Output.

17. LIMITATION OF LIABILITY

17.1 To the maximum extent permitted by law, Aéllo shall not be liable for indirect or consequential damages, including loss of profit, revenue, business opportunities, goodwill, or data. Aéllo shall not be liable for any damages arising from the Client’s use of AI Output, including any communications sent, decisions made, or actions taken based on AI Output.

17.2 To the maximum extent permitted by law, Aéllo’s total aggregate liability under the Agreement is limited to the total amount of subscription fees paid by the Client to Aéllo during the twelve (12) months preceding the event giving rise to the claim.

17.3 Nothing in these Terms excludes liability where it cannot be excluded under mandatory Luxembourg law.

18. INDEMNIFICATION BY THE CLIENT

The Client shall indemnify and hold harmless Aéllo against third-party claims arising from:
(a) the Client’s Content; (b) unlawful use of the Platform; (c) breach of GDPR obligations by the Client; (d) violation of third-party rights; (e) the Client’s communications or marketing practices.

19. FORCE MAJEURE

Neither party is liable for failure or delay caused by events beyond reasonable control (including network failures, third-party outages, governmental actions, natural disasters), except the Client’s obligation to pay undisputed amounts due.

20. TERM, RENEWAL, TERMINATION

20.1 Binding acceptance; start of Agreement; Effective Date.

(a) The Agreement becomes binding upon the Client’s acceptance of the Order Form (signature, click-accept, or written confirmation).

(b) The Setup Fee (onboarding fee) is due upon signature/acceptance and triggers the start of onboarding and project initiation by Aéllo.

(c) Unless otherwise stated in the Order Form, the Effective Date is the date on which Aéllo first makes the Platform available to the Client by providing Account access to at least one (1) User of the Client (e.g., creation of the workspace and issuance of login credentials). The subscription term and billing start on the Effective Date.

20.2 The Agreement continues for the contract duration specified in the Order Form (typically annual).

20.3 Unless terminated, the Agreement renews automatically for successive periods as stated in the Order Form.

20.4 Either party may terminate effective at the end of the then-current term by providing written notice at least one (1) month before the renewal date, unless otherwise specified in the Order Form.

20.5 Either party may terminate for material breach not cured within 30 days after written notice (or immediately for serious breaches, including non-payment, unlawful use, or repeated security misuse).

20.6 Upon termination, the Client’s right to access the Services ends, subject to any post-termination export rights in Section 13.

20.7 The Setup Fee is payable in advance upon signature/acceptance. Aéllo may postpone onboarding and/or Platform provisioning until receipt of the Setup Fee. Except where mandatory law applies, the Setup Fee is non-refundable

21. GOVERNING LAW AND JURISDICTION

21.1 These Terms and the Agreement are governed by the laws of the Grand Duchy of Luxembourg.
21.2 Any dispute that cannot be resolved amicably shall fall under the exclusive jurisdiction of the courts of Luxembourg City, unless mandatory law provides otherwise.

22. MISCELLANEOUS

These Terms + the Order Form + any annexes (including the DPA) constitute the entire agreement.
If any clause is invalid, the remainder remains effective.
Failure to enforce a provision is not a waiver.
The Client may not assign without Aéllo’s consent; Aéllo may assign to an affiliate or in a reorganization/asset transfer.
Notices must be sent to the email/addresses stated in Section 1 or in the Order Form.

ANNEX A — DATA PROCESSING AGREEMENT (DPA)

AÉLLO — Version: January 2026

This Data Processing Agreement (the “DPA”) forms Annex A to the Agreement (including the Order Form and the Aéllo Terms) between:

Controller (Client): [CLIENT LEGAL NAME], [address], [registration/VAT] (the “Client” or “Controller”); and
Processor (Aéllo): Aéllo, 17 rue des Jardiniers, L-1835 Luxembourg, RCS: RCB293333, VAT: LU36391886 (the “Processor” or “Aéllo”).

Together, the “Parties.”

1. Purpose and Incorporation

1.1 This DPA sets out the data protection obligations required by Article 28 GDPR for Processing of Personal Data by Aéllo on behalf of the Client.
1.2 All commercial, legal, and general provisions of the Agreement (including limitation of liability, confidentiality, term/termination, data export windows, governing law, notices, and dispute resolution) apply to this DPA unless this DPA expressly states otherwise.
1.3 If there is a conflict between this DPA and the Agreement regarding data protection obligations, this DPA prevails for that point only.

2. Definitions

2.1 GDPR terms (Personal Data, Processing, Controller, Processor, Data Subject, Personal Data Breach) have the meanings given in the GDPR.
2.2 Client Personal Data means Personal Data processed by Aéllo on behalf of the Client under the Agreement.
2.3 Processing details are set out in Annex 1.

3. Processing Instructions

3.1 Aéllo shall process Client Personal Data only on documented instructions from the Client, including: (i) the Agreement, (ii) the Client’s configuration and use of the Platform, and (iii) any written instructions provided by the Client.
3.2 If Aéllo believes an instruction violates applicable data protection law, Aéllo will inform the Client (unless prohibited by law).

4. Confidentiality of Processing

4.1 Aéllo ensures that persons authorized to process Client Personal Data are subject to confidentiality obligations and are limited to those who need access to deliver the Services.

5. Security Measures

5.1 Aéllo implements appropriate technical and organizational measures to protect Client Personal Data. A high-level description is provided in Annex 2 (and may evolve with industry standards).
5.2 The Client remains responsible for secure configuration and access management on its side (users, permissions, credentials).

6. Subprocessors

6.1 The Client grants Aéllo a general authorization to use subprocessors to deliver the Services (e.g., hosting, email/telephony, analytics, AI providers).
6.2 Aéllo will make available a subprocessor list upon request.
6.3 Aéllo will provide reasonable notice of material changes to subprocessors where practicable. The Client may object on reasonable data protection grounds within 10 days of notice. If unresolved, Aéllo may propose an alternative or allow termination of the affected service per the Agreement.
6.4 Aéllo will impose written data protection obligations on subprocessors that are no less protective than this DPA.

7. Assistance to the Client

7.1 Aéllo will provide reasonable assistance to enable the Client to respond to Data Subject requests, to the extent the Client cannot fulfil such requests through the Platform.
7.2 Aéllo will provide reasonable information to support the Client’s GDPR obligations related to Processing under the Agreement (including DPIAs), within reasonable limits.

8. Personal Data Breach

8.1 Aéllo will notify the Client without undue delay after becoming aware of a Personal Data Breach affecting Client Personal Data.
8.2 Aéllo will provide reasonably available information to help the Client meet its legal obligations and will take reasonable steps to contain and remediate the breach.

9. International Data Transfers

9.1 Processing is intended to occur primarily in the EEA; however, some subprocessors may process data outside the EEA.
9.2 Where transfers outside the EEA occur to a country without an adequacy decision, Aéllo will ensure appropriate safeguards (e.g., EU SCCs and supplementary measures where required) are in place via its subprocessors and contractual arrangements.

10. Return and Deletion of Data

10.1 Data export and retention/deletion are governed by the Agreement (including any post-termination export window).
10.2 Upon termination, Aéllo will delete or anonymize Client Personal Data in accordance with the Agreement and applicable law, acknowledging residual backup retention for a limited period under standard security processes.

11. AI Processing

11.1 Where AI Features are enabled, Client Personal Data included in User Input may be processed to generate AI Output as part of the Services.
11.2 The Client is responsible for ensuring a lawful basis for including Personal Data in User Input and should avoid submitting special categories of data unless strictly necessary and legally permitted.

12. Liability and Governing Law

12.1 Liability, governing law, and jurisdiction for this DPA are as set out in the Agreement, subject to mandatory law.

ANNEX 1 — PROCESSING DETAILS

Subject matter: provision of the Aéllo Platform and Services (lead capture, centralization, orchestration, tracking, collaboration, reporting, support).
Duration: for the Agreement term + post-termination retention/export per the Agreement.
Nature of processing: collection, reception, storage, consultation, use, transmission (as configured), organization, restriction, deletion, and retrieval.
Purpose: deliver the Services and maintain security, reliability, and support.
Data subjects: prospects/leads, business contacts, Client users/employees.
Personal data categories (depending on Client use): name, email, phone, company, lead content/messages, timestamps, assignment/status, interaction metadata; call metadata and related data if enabled; user account details and access logs.
Special categories: not intended; Client should avoid unless strictly necessary and lawful.

ANNEX 2 — SECURITY MEASURES (high level)

Aéllo maintains measures appropriate to risk and industry practice, which may include: access controls and least privilege; authentication and admin controls; encryption in transit and (where applicable) at rest; logging/monitoring; backups and continuity processes; vulnerability management and patching; incident response procedures; and contractual controls for subprocessors.

AÉLLO — GENERAL TERMS AND CONDITIONS OF SALE AND USE