TERMS AND CONDITIONS OF SALE

AEGIS IA

Last updated: November 2025

1. Purpose and scope

1.1 These terms and conditions of sale (hereinafter "Terms") govern all contractual relationships between AEGIS IA, a sole proprietorship registered under number 993 471 077 R.C.S. Metz (hereinafter "the Provider"), and any professional or individual customer (hereinafter "the Client") for:

• Artificial intelligence consulting services
• Sale of computer equipment and hardware
• AI solution integration and configuration services

1.2 These Terms take precedence over any other general conditions that may be invoked by the Client, unless written prior agreement from the Provider.

1.3 The Provider reserves the right to modify these Terms at any time. The applicable Terms are those in force on the date of quote signature or order placement.

2. Offers and contract formation

2.1 Validity of offers
Quotes issued by the Provider are valid for 30 days from their date of issue. Beyond this period, the Provider is no longer bound by the proposed terms.

2.2 Acceptance
A dated and signed copy of the quote bearing the handwritten mention "Approved" constitutes the Client's firm and final acceptance. For online or email orders, written acceptance constitutes a contractual commitment.

2.3 Financing request
For services requiring financing, the Client has a withdrawal period in accordance with applicable legal provisions.

3. Prices and payment terms

3.1 Prices
Prices are stated in euros, excluding taxes (ex. VAT) for business clients and including all taxes (incl. VAT) for individuals. They are ex-works from the Provider's registered office, shipping and delivery costs extra unless otherwise stated.

3.2 Payment terms

For consulting services:

• 30% deposit upon order for services exceeding €1,000 ex. VAT
• Balance upon delivery or receipt of work

For equipment sales:

• 50% payment upon order for equipment exceeding €2,000 ex. VAT
• Balance upon delivery

3.3 Payment methods
Payments are made by bank transfer, check, or cash (within legal limits). Banking details are provided on each invoice.

3.4 Late payment
In case of late payment, late payment penalties at a rate of 1.5 times the legal interest rate will be automatically applied, as well as a fixed recovery fee of €40, without prior notice. The Provider reserves the right to claim additional compensation if recovery costs exceed this amount.

3.5 Retention of title clause
In accordance with Article 2367 of the French Civil Code, sold equipment and materials remain the property of the Provider until full payment of the price. In case of payment default, the Provider reserves the right to recover the delivered equipment.

4. Artificial intelligence consulting services

4.1 Nature of services
AI consulting services include:

• Audit and needs analysis
• Strategic recommendations
• Support in implementing AI solutions
• Training and skills transfer

4.2 Provider obligations
The Provider commits to performing its services professionally and according to best practices. It implements the necessary means to achieve defined objectives, without however guaranteeing a specific result, as AI technologies are by nature evolving and subject to technical uncertainties.

4.3 Client obligations
The Client commits to:

• Provide all information and documents necessary for service delivery
• Designate a single point of contact
• Make necessary access and resources available within agreed timeframes

4.5 Confidentiality and data
The Provider commits to respecting the confidentiality of information communicated to it. Data processed as part of services remains the Client's property. The Provider commits not to use this data for purposes other than executing its mission, in compliance with GDPR.

4.6 Legal Obligations and Illegal Content (Digital Services Act - DSA)
The Provider, as an AI solutions provider, is subject to Regulation (EU) 2022/2065 (Digital Services Act).

a) Responsibility for Operation and Illegal Content: The Client expressly acknowledges and accepts that they are the sole operator and host of the equipment and AI solutions integrated by the Provider (the Provider not providing hosting for these solutions).
The Client assumes full legal responsibility for content generated, distributed, or processed by AI systems on their own equipment, as well as their compliance with all applicable national and European laws, including those relating to illegal content.

b) Prohibition of Illegal Content: It is strictly forbidden for the Client to use solutions, configurations, or equipment provided by AEGIS IA to generate, process, distribute, or store Illegal Content. Illegal Content is defined as any information not in compliance with Union law or French law, such as, without limitation:

• Incitement to hatred or violence;
• Child pornography;
• Violation of intellectual property rights;
• Distribution of misleading or illegal information (fraud, illegal disinformation).

c) Compliance with Preventive Measures: The Client commits not to circumvent security mechanisms integrated by the Provider (including the application firewall and advanced AI configurations aimed at preventing the generation of indirect information about illegal activities).

d) Consequences of Breach: In case of proven violation of this clause by the Client, the Provider reserves the right to immediately terminate the operating contract (Art. 1219 of the French Civil Code) and cease all services, without prejudice to any legal action for damages.

5. Equipment sales

5.1 Product description
Equipment is described as accurately as possible. The Provider reserves the right to propose equivalent equipment in case of unavailability, subject to Client agreement.

5.2 Delivery
Delivery times indicated are provided for information purposes. Any delivery delay cannot give rise to order cancellation, penalties, or damages, except in case of delay exceeding 30 working days from the initially agreed deadline.

5.3 Receipt
The Client must verify the condition of equipment upon delivery. Any apparent anomaly (damaged package, missing product) must be reported to the carrier and the Provider within 48 hours following receipt, by registered letter with acknowledgment of receipt.

5.4 Warranties

5.4.1 Legal warranty of conformity
The Client benefits from the legal warranty of conformity provided for in applicable consumer protection legislation (for individuals) and the warranty against hidden defects provided for in applicable civil law.

5.4.2 Manufacturer warranty
Equipment benefits from the manufacturer warranty whose duration varies according to products (generally 1 to 3 years). Specific conditions are communicated for each product.

5.4.3 Warranty exclusions
Excluded from warranty are:

• Damage resulting from abnormal, negligent, or non-compliant use
• Normal wear and tear of equipment
• Damage caused by force majeure
• Interventions performed by unauthorized third parties
• Software, whose warranty is governed by publisher license agreements

6. Additional services

6.1 Installation and configuration
Installation and configuration services are billed separately. The Client must ensure that technical prerequisites (power supply, network connection, available space) are met before intervention.

6.2 Training
Training sessions are billed separately. Educational materials provided remain the property of the Provider and may not be reproduced or distributed without written authorization.

6.3 Support and maintenance
Unless otherwise stated in the contract, technical support is not included in the initial sale price. Maintenance contracts can be subscribed separately.

7. Intellectual property

7.1 Provider documents and deliverables
All documents, studies, analyses, recommendations, and other deliverables produced by the Provider as part of its services remain its exclusive intellectual property, unless express written transfer of rights.

7.2 Usage rights
The Client benefits from a non-exclusive and non-transferable right to use deliverables for their own needs. Any reproduction, representation, or distribution to third parties is prohibited without prior authorization.

7.3 Custom developments
Software developments or custom configurations made specifically for the Client are subject to rights transfer whose terms are defined contractually on a case-by-case basis.

8. Liability and insurance

8.1 Limitation of liability
The Provider's liability can only be engaged in case of proven fault. In any case, the Provider's liability is limited to the amount actually received for the service concerned.

8.2 Exclusions
The Provider cannot be held liable for:

• Indirect damages (loss of revenue, data, customers, etc.)
• Consequences related to non-compliant use of equipment or recommendations
• Failures attributable to equipment provided by the Client or third parties
• Force majeure events

8.3 Insurance
The Provider is covered by professional liability insurance. The certificate is provided upon request.

9. Withdrawal right (consumer clients only)

In accordance with consumer protection legislation, consumer Clients have a 14-day period to exercise their withdrawal right, without having to justify reasons or pay penalties.

Exceptions: The withdrawal right cannot be exercised for:

• Services started with the Client's agreement before the end of the withdrawal period
• Goods made according to Client specifications or clearly personalized
• Unsealed goods after delivery (software in particular)

10. Personal data protection

The Provider commits to complying with the General Data Protection Regulation (GDPR). Collected data is necessary for order and service management. The Client has rights of access, rectification, and deletion of their data by contacting the Provider.

11. Force majeure

The Provider cannot be held liable in case of non-performance of its obligations resulting from a force majeure event as defined by applicable law (natural disaster, war, riot, fire, strike, epidemic, communication network failure, etc.).

12. Dispute resolution

12.1 Mediation
In case of dispute, the Client may resort to conventional mediation or any other alternative dispute resolution method.

For consumer clients, the competent consumer mediator can be contacted via the European online dispute resolution platform: https://ec.europa.eu/consumers/odr/

12.2 Competent jurisdiction
Failing amicable resolution, any dispute shall fall under the exclusive jurisdiction of the courts in the district of the Provider's registered office, except for contrary legal provisions applicable to consumers.

13. General provisions

13.1 If any clause of these Terms should be declared null or unenforceable, the other clauses shall retain their full validity.

13.2 The Provider's failure to invoke any clause of these Terms at any given time cannot be interpreted as waiving the right to invoke it later.

13.3 These Terms are governed by French law.

Document established 2025/11/19 - Version 1.0