General terms of sale and service

These terms (the "Terms") apply to any LeadsFlowAI offer, whatever its form: consulting, agentic architecture, framing, build, integration or run engagement; product deployed and operated under license and subscription (dedicated instance, conversational experience); self-serve edition subscribed online; or additional service. They form the common foundation for these offers. The scope, price, duration and service levels specific to each offer are specified in the corresponding commercial proposal, purchase order, license contract or framework agreement.

The relationship may rely on several documents: these Terms; the accepted commercial proposal, quote or purchase order; where applicable, a negotiated and signed B2B license contract or framework agreement; the end-user license agreement (EULA) for self-serve editions; and the data processing agreement (DPA) where processing of personal data is involved. In case of divergence, the descending order of precedence is as follows: (1) the B2B license contract or framework agreement negotiated and signed between the parties; (2) the accepted commercial proposal or purchase order; (3) these Terms; (4) the EULA, for the scope of self-serve editions only. The data processing agreement (DPA) prevails for personal data matters only. A negotiated and signed B2B contract therefore prevails over these Terms on the points it expressly addresses; failing a contrary stipulation, these Terms apply on a supplementary basis.

Depending on the offer, the contract is formed: by written acceptance of a commercial proposal or purchase order (signature or email validation); by signature of a license contract or framework agreement; or, for a self-serve edition, by online acceptance of the EULA and subscription (click-wrap). In all cases, acceptance constitutes unreserved adherence to these Terms, within the limits of the order of precedence above.

Offers fall mainly into the following categories: • Consulting and framing: AI Opportunity Mapping (audit, mapping, prioritization, roadmap) and Agentic Operating Blueprint (target architecture, governance, deployment plan). • AI Sprint and Pilot: short formats with fixed scope and timeframe, paid on order. • Build & Run: fixed-fee setup, milestone-based where applicable, then operation and continuous improvement. • Products under license and subscription: deployment and operation of a dedicated instance or a conversational experience (for example Charlie OS, Reveal), combining setup, a subscription-based right of use, hosting, operational maintenance (MCO) and service levels. • Self-serve editions: standardized access to a product, subscribed online under an EULA. • Additional services: hyper-customization (skills, hooks, automations, connectors, change management) billed separately. The exact scope, deliverables and terms are specified in the contractual document specific to each offer.

Prices are expressed in euros excluding tax, plus VAT at the applicable rate. Depending on the offer, they take the form of a fixed fee per engagement, a setup fee (milestone-based where applicable), a periodic subscription, or a combination of these. The costs of production AI providers, where they exist, may be borne by the client through its own accounts or re-invoiced at actual cost within an agreed cap. Unless otherwise stated in the contractual document, invoices are payable within 30 days from issue date, by bank transfer. Payment schedule terms (deposit, milestones, payment on order, subscription payable in advance) are specified case by case. In accordance with articles L441-10 and D441-5 of the French Commercial Code, any late payment automatically entails late-payment penalties at three times the legal interest rate, as well as a fixed recovery indemnity of €40, without prejudice to additional compensation for recovery costs actually incurred. No discount is granted for early payment.

Certain entry offers have a fixed scope and timeframe: • Pilot (72 h) and AI Sprint (7 days): scope defined at kickoff (one priority for the Pilot; two to three priorities for the Sprint, linked or independent). • Full payment on order. The kickoff (framing) meeting is booked after payment. • The delivery timeframe (72 h or 7 days) starts from the end of the kickoff meeting. • These offers carry no duration commitment, no maintenance or support contract, and do not involve sensitive personal data. • Given their fast execution and immediate delivery, they are non-refundable once the kickoff meeting has been held.

Setup projects are billed as a fixed fee, broken down into milestones where applicable (for example: a deposit on order, a payment on pilot availability, a balance on business acceptance). The deposit is payable on order and conditions the start of work; each milestone is invoiced upon completion. Unless otherwise stipulated in the contractual document, the deliverables of a setup project are granted under a right of use in accordance with the "Intellectual property" article, and ongoing operation (hosting, MCO, service levels) is covered by a separately subscribed subscription.

For products deployed and operated by LeadsFlowAI (dedicated instance, conversational experience), the client does not acquire the code: it subscribes to a right of use of the solution. The offer typically combines a setup fee (construction and adaptation of the instance), a periodic right of use (annual or multi-year, with a minimum commitment specified in the contract), hosting of the instance, operational maintenance (MCO) and service levels. The right of use is granted for the duration of the subscription, as long as it is active and paid. Upon expiry or termination of the subscription, the right of use ceases; the client retains access to its data and configuration under the reversibility provisions. The subscription entails no transfer of ownership of the solution, its cores, engine, orchestration, prompts or generic building blocks. The conditions specific to a product are set out in the corresponding license contract, which prevails over these terms.

Self-serve editions are subscribed online and governed by an end-user license agreement (EULA) accepted at the time of subscription. The EULA specifies the standardized usage conditions of the relevant edition (functional scope, usage limits, duration, support). For these editions, the EULA prevails over these Terms on the points it expressly addresses; these Terms apply on a supplementary basis.

Developments carried out beyond the scope of an offer (skills, hooks, agentic loops, automations, connectors, change management) constitute additional services, billed separately as they pertain to know-how and not to adding functions to the core. They follow the intellectual property regime below: the business result returns to the client under a full and portable right of use, the underlying generic components remain the property of LeadsFlowAI.

As offers are intended exclusively for professional clients (B2B) within their business activity, the consumer right of withdrawal does not apply.

LeadsFlowAI commits to: • deliver services according to professional standards and a reinforced best-effort obligation; • mobilize the required skills based on scope (consulting, architecture, build, run, operation); • respect the confidentiality of client data and information; • document deliverables to enable progressive client autonomy.

The client commits to: • provide the information, accesses and contact persons necessary for proper execution of the offer; • validate intermediate deliverables within reasonable timeframes; • settle invoices on agreed due dates and, for products under license, maintain an active subscription; • operate the deliverables and the solution in respect of intellectual property rights and the conditions of the granted right of use.

LeadsFlowAI grants rights of use over its solutions; it does not sell its code and does not transfer ownership of its assets, except for the strictly delimited exception set out in point 4. 1) LeadsFlowAI assets (never transferred). The pre-existing or generic know-how and assets of LeadsFlowAI - cores, engine, orchestration, agentic harness, system prompts, methods and frameworks (including the Agentic Operating Blueprint), generic building blocks and components, trademarks - remain its exclusive property. They are never transferred nor delivered as source code, whatever the amount paid. 2) Custom deliverables and developments (right of use). The deliverables and configurations developed specifically for the client (mappings, blueprints, business taxonomy and content, custom skills and configurations, documentation) are granted to it under a full and portable right of use, for its own needs, upon full payment of the corresponding services. The underlying generic components mobilized to produce these deliverables remain the property of LeadsFlowAI. 3) Client data and results. The client's data and the results produced by the solution (documents, reports, outputs, data) are and remain the full property of the client; its configuration is accessible and exportable (see "Reversibility and continuity"). 4) Transfer (framed exception). A transfer of intellectual property rights over a deliverable can only result from an express written stipulation in the contract; it is strictly limited to a specific identified business layer and in no case entails the transfer of a core, the engine, the orchestration, the prompts or the generic building blocks of LeadsFlowAI. 5) Third-party components. Third-party components (open source, foundation models, services and APIs) remain subject to their respective licenses.

Where LeadsFlowAI hosts a solution on behalf of the client, it is deployed on infrastructure located within the European Union and GDPR-compliant; the client's data resides within the European Union under the nominal setup. The client chooses its sovereignty profile: Standard European Union by default, or strict France as an option; a qualified host may be offered on specific requirement and priced separately. Regarding artificial intelligence models, the sovereign track (local processing and European models) applies by default, notably to sensitive data. The use of non-European models is disabled by default and is only activated upon the client's decision, for non-sensitive, minimized or anonymized data, and under an adequate processing agreement. LeadsFlowAI does not present "European Union" sovereign hosting as equivalent to a SecNumCloud qualification.

Reversibility (included). At any time, and at the latest at the end of the contract, the client may obtain the export of its data and configuration in an open and usable format, with no hidden costs. Reversibility covers data and configuration, not the code of LeadsFlowAI. Continuity and escrow (option). Service continuity relies on reversibility, on hosting that can be taken over by another provider and, as an option, on code escrow: encrypted deposit of the source code and a migration plan with a French trusted third party, released for the sole benefit of the client upon the occurrence of a defined event (cessation of activity, liquidation, lasting discontinuation of maintenance). The release of the escrow does not entail a transfer of ownership: it grants a bounded license of use and maintenance for the client's needs only, with no right of resale or redistribution.

Each party undertakes to maintain the confidentiality of exchanged information, during the contract duration and for a 5-year period after its termination. A specific confidentiality clause can be signed at client request.

Where an offer involves processing personal data on behalf of the client, LeadsFlowAI acts as a processor within the meaning of article 28 of the GDPR and a data processing agreement (DPA) is concluded as a supplement, specifying in particular sub-processors, retention periods and security measures. The client's data is not used to train artificial intelligence models, whether those of LeadsFlowAI or those of its providers; provider engagement is contractually framed to that effect. Offers are designed to integrate GDPR and EU AI Act compliance from design - without however constituting a guarantee of eligibility for any label or certification.

Where an offer includes service levels, these are defined per tier in the contractual document (target availability, acknowledgment and restoration times, backup frequency). On a pilot environment, these levels are provided on a reasonable-effort basis and without service credit; they become firm, with the associated service credits as the sole financial remedy on availability, upon transition to production. A high service level requires redundancy sized and billed accordingly; a single instance does not allow the highest tiers to be guaranteed.

LeadsFlowAI's liability is limited to direct and proven damages and capped, all causes combined, at the amount of sums paid by the client for the relevant offer or contract during the twelve months preceding the triggering event. It cannot be engaged for indirect damages (loss of operations, loss of revenue, loss of opportunity, reputational damage, loss of data attributable to the client, etc.), nor for the consequences of decisions made by the client based on the deliverables or the outputs of the solution, the validation of which before dissemination is the client's responsibility.

Fixed-scope engagements end on delivery; setup projects run until acceptance. Subscriptions (right of use, hosting, MCO, service levels) are concluded for a renewable fixed term, with a minimum commitment and a termination notice period specified in the contract. Either party may terminate in case of serious breach by the other, not remedied within 30 days following a formal notice that remained unanswered. LeadsFlowAI may also suspend access to a solution in case of persistent non-payment or absence of an active subscription, after informing the client. Services performed and subscription periods started up to the effective date remain due. Termination triggers the implementation of reversibility.

These Terms are subject to French law. In case of dispute, the parties will endeavor to find an amicable solution. Failing that, and notwithstanding plurality of defendants or warranty claim, exclusive jurisdiction is granted to the Commercial Court of Cannes (Tribunal de commerce de Cannes).

If any provision of these Terms is held void, invalid or unenforceable, the remaining provisions retain full effect; the provision concerned is, as far as possible, replaced by a valid provision of equivalent economic effect. LeadsFlowAI's failure to invoke a provision does not constitute a waiver of it.