Terms and Conditions Applicable to Meta Services

These Terms and Conditions Applicable to Meta Services (the “Terms and Conditions”) govern the commercial and operational conditions applicable to the services provided by JELOU that incorporate, use, integrate with or depend on WhatsApp Business Platform and other products, services, infrastructure or functionalities provided by Meta Platforms, Inc. and/or its affiliates (hereinafter, “Meta”).

Electronic acceptance of these Terms and Conditions constitutes an express and unequivocal manifestation of acceptance and adherence by the Client with respect to the matters governed herein.

1. Scope

For the purposes of these Terms and Conditions:

“JELOU” shall be the entity of the JELOU group that provides, markets and/or invoices the corresponding service to the Client.

“Client” shall be the natural or legal person that maintains a commercial relationship with JELOU and accepts these Terms and Conditions directly or through a person authorized to act on its behalf.

“Meta Services” comprises the products, functionalities, channels, consumption and solutions provided or managed by JELOU that incorporate, use, integrate with or depend, in whole or in part, on products, services or infrastructure provided by Meta, including WhatsApp Business Platform.

These Terms and Conditions shall apply to:

• a) Meta Services active as of October 1, 2026;
• b) consumption of Meta Services generated as of that date; and
• c) Meta Services subsequently requested, contracted, activated, used or consumed by the Client.

2. Operation of Meta Services

WhatsApp Business Platform is a third-party channel operated by Meta. Meta determines, among other aspects, the classification of messages, billable events, units of measurement, markets, customer service windows, policies, technical conditions and applicable rates.

JELOU provides its own technology solutions and services, including, as applicable, integration with WhatsApp Business Platform, execution of flows, Platform functionalities, artificial intelligence processing and other components contracted by the Client.

The Client acknowledges that JELOU does not control Meta’s commercial, technical or pricing decisions, nor its infrastructure.

3. Update Applicable as of October 1, 2026

The Client acknowledges that, as of October 1, 2026, Meta will modify the pricing scheme applicable to certain WhatsApp Business Platform messages.

In accordance with the conditions communicated by Meta, the following, among others, will become billable per delivered message: service messages sent within the twenty-four (24) hour customer service window and utility messages sent within that window, which previously did not generate the corresponding Meta charge.

For as long as Meta maintains such conditions, messages sent by the user to the Client will not generate this new messaging charge.

The charge will be generated for business messages that are effectively delivered and that Meta classifies as billable. The opening or validity of a customer service window shall not, by itself, imply that messages are free of charge.

By accepting these Terms and Conditions, the Client accepts the application of this scheme with respect to Meta Services used or consumed as of October 1, 2026.

4. Consumption Structure

The Client acknowledges that a single interaction may concurrently use different technology components with independent consumption units and pricing structures.

Depending on the contracted services and the enabled architecture, the following, among others, may be generated:

• a) the subscription or charge corresponding to the JELOU Platform;
• b) the charges determined by Meta for the use of WhatsApp Business Platform;
• c) the consumption corresponding to artificial intelligence services or models; and
• d) any other service, functionality or component expressly contracted or used by the Client.

The concurrent generation of these components shall not constitute double billing, as they correspond to different services, infrastructures and consumption units.

5. Artificial Intelligence and Meta Business Agent

Artificial intelligence consumption will be generated when the solution processes, analyzes or produces information through an artificial intelligence model or service, and will be measured according to the applicable technical unit, including, as applicable, tokens, credits, executions or another equivalent metric.

Every business message delivered through WhatsApp Business Platform may generate the messaging charge defined by Meta, regardless of whether its content was produced by a person, an automation, Jelou Agent or another artificial intelligence model.

When an artificial intelligence service other than Meta’s native agent is involved, a single interaction may concurrently and independently generate the corresponding artificial intelligence consumption and the messaging charge determined by Meta.

When the Client uses Meta Business Agent or another equivalent native solution, the agent’s processing and the delivery of the message will be subject to the measurement and billing mechanism defined by Meta for that solution.

JELOU will not duplicate the same Meta charge under another category, without prejudice to the charges for Platform, integrations, support or other applicable JELOU services.

6. Determination and Recording of Consumption

The Client shall be responsible for the consumption originating from its use cases, campaigns, users, content and integrations.

Charges shall be determinable according to the recorded category and event, the recipient’s market, volume, model or service used and other applicable technical variables.

Meta will record the events corresponding to its channels and services, while JELOU will record the consumption of the Platform, artificial intelligence and other services under its management.

Such records shall constitute evidence of the corresponding consumption, except in the case of a manifest error duly demonstrated.

Any budget, simulation or projection of messages, consumption or costs shall be for reference purposes only and shall not constitute a fixed price, billing cap, included consumption or guarantee of savings, unless expressly agreed otherwise.

Invoicing will be based on the actual consumption recorded, without prejudice to fixed charges, minimum commitments, bundles, prepayments or other expressly agreed commercial conditions.

7. Invoicing of Meta Services

JELOU may invoice the charges corresponding to the Platform and services, artificial intelligence consumption and the Meta charges it manages, pays or consolidates in connection with the Client’s operation.

When Meta or another provider directly invoices a given component to the Client, the Client shall pay such amount directly to the corresponding provider.

JELOU may include in a subsequent invoice any consumption reported late, as well as reconciliations, reclassifications or corrections made by Meta or other providers, provided they correspond to consumption attributable to the Client.

Applicable amounts shall not include taxes, withholdings, fees, currency conversions, financial costs or bank charges, unless expressly stipulated otherwise.

The specific conditions regarding currency, frequency, payment term and other invoicing conditions shall be those commercially agreed between JELOU and the Client for the corresponding service.

8. Future Changes by Meta and Other Technology Providers

The Client acknowledges and accepts that Meta, artificial intelligence model providers and other technology third parties involved in the provision of certain components of the services may modify their rates, categories, units of measurement, customer service windows, free-of-charge conditions, currencies, policies, billing models or methods, functionalities or other economic or operational components.

When such modifications impact the costs or conditions under which JELOU provides the corresponding services, JELOU may pass on the applicable impact and update the corresponding rate, consumption unit, methodology or condition from the effective date determined by the third party, without the need to sign a new addendum or instrument for each modification.

9. Notice of Future Updates

JELOU will notify the Client of applicable updates by email, the Platform, commercial proposal, electronic communication or any other written means used in the commercial relationship.

Notice will be given reasonably in advance when the information received from the third party so permits.

When the change takes effect immediately or the advance notice given by Meta or the corresponding provider is insufficient, JELOU may apply the modification from its effective date and notify the Client as soon as reasonably possible.

Acceptance of these Terms and Conditions expressly includes this update mechanism; therefore, no new acceptance, authorization, addendum or additional manifestation by the Client shall be required for each subsequent change.

10. Deactivation of the Affected Component

In the event of a future modification implemented by Meta or another technology provider, the Client may request the deactivation of the specifically affected component, when technically and commercially possible.

When there is a contractual instrument in force and the affected component is indispensable and inseparable from the main service, termination of the corresponding service shall be governed by the conditions agreed between the parties and, where applicable, by the mechanisms specifically provided for modifications originating from third parties.

In any case, the Client shall pay all amounts generated, accrued or committed up to the effective date of the corresponding deactivation or termination.

11. Autonomy and Relationship with Other Instruments

These Terms and Conditions autonomously govern the matters set forth herein with respect to Meta Services.

When there is a contract, service order, proposal, purchase order, SOW, annex or other instrument in force between the Client and JELOU, these Terms and Conditions shall supplement it exclusively with respect to the matters governed herein.

When there is no contractual instrument in force between the Client and JELOU, these Terms and Conditions shall retain full validity and effect with respect to the Meta Services within their scope.

The application and effectiveness of these Terms and Conditions shall not depend on the existence, validity, renewal, extension or modification of any prior or subsequent contractual instrument between JELOU and the Client. Accordingly, they shall apply autonomously to the Meta Services within their scope, without the need to enter into an addendum, contract renewal or other additional instrument for their validity or enforceability. The foregoing shall not imply the reactivation of services, rights or obligations other than those governed by these Terms and Conditions.

12. Term and Subsequent Instruments

These Terms and Conditions shall take effect with respect to Meta Services and consumption generated as of October 1, 2026.

When acceptance occurs after that date, the Client accepts their application with respect to consumption generated since October 1, 2026 that is pending settlement, reconciliation or invoicing.

These Terms and Conditions shall remain applicable for as long as the Client maintains Meta Services with JELOU, unless a subsequent instrument expressly governs the same matters and establishes different conditions.

13. Electronic Acceptance, Declaration of Intent and Binding Effect

Prior to accepting, the Client declares that it has had full, prior and sufficient access to these Terms and Conditions, as well as the effective opportunity to review their content and assess their scope before expressing its intent.

Access to these Terms and Conditions through the link included in the communication sent by JELOU shall not, by itself, constitute acceptance.

Acceptance shall be perfected only when the Client, after having had access to the document, expressly selects the “I accept the Terms and Conditions” button enabled for that purpose.

By means of such action, the Client freely, expressly, knowingly, unequivocally and bindingly manifests its acceptance of and adherence to all of these Terms and Conditions.

The Client declares that it understands the nature and effects of the provisions contained herein and that its acceptance reflects its own free will, without any error, fraud, duress, intimidation or other defect affecting its consent.

Electronic acceptance constitutes an autonomous declaration of intent addressed to JELOU, the effectiveness of which shall not be conditioned upon the existence, validity, renewal or execution of a master agreement, addendum, service order, commercial proposal, SOW, purchase order or other separate instrument, nor shall it require the subsequent execution of an additional document to take effect with respect to the matters governed herein.

The person who accepts on behalf of the Client declares that they have sufficient capacity, authorization and powers to bind the Client with respect to these Terms and Conditions.

JELOU will retain electronic evidence of acceptance, including the recipient associated with the communication, the registered email address, the date and time of acceptance, the action performed on the “I accept the Terms and Conditions” button, the link or identifier associated with that action, the version of the Terms and Conditions in force at the time of acceptance and any other technical records available through the mechanism used.

Such electronic record shall constitute proof of the express declaration of intent made through the acceptance mechanism enabled by JELOU.