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General Terms and Conditions of Sale (GTC) - AlphaEdge

Last updated: April 28, 2026

Preamble & Purpose

Welcome to the AlphaEdge website.

These General Terms and Conditions of Sale (hereinafter the "GTC") are intended to define the contractual framework for the services and technological solutions offered by AlphaEdge (hereinafter the "Service Provider") to its professional clients (hereinafter the "Client").

AlphaEdge is a company specializing in the design, deployment, and maintenance of high-precision artificial intelligence solutions, including in particular the development of ELM (Efficient Language Models) architectures, the optimization of SLM models, and the integration of AI systems in Cloud, On-Premise, or Edge environments.

1. Precedence of Specific Terms

These General Terms and Conditions of Sale (GTC) apply to any service provided by AlphaEdge, unless otherwise stipulated in the Specific Terms and Conditions of Sale (CPV).

In the event of a contradiction, the CPV shall prevail, particularly regarding intellectual property, exploitation rights, confidentiality, liability, and experimental or industrial collaboration procedures.

2. Purpose

These GTC define the rights and obligations of AlphaEdge (hereinafter the "Service Provider") and its Client in connection with the design, development, deployment, and maintenance of artificial intelligence solutions, software, hardware or cloud tools, applied research, or technology transfer.

These services may include:

  • technological research and development (R&D);
  • the design and deployment of on-cloud, on-premise, or on-device solutions;
  • the creation and integration of artificial intelligence APIs;
  • auditing, training, maintenance, and technical consulting.

3. Contractual Documents

The contractual relationship between the Parties is governed by:

  1. the quote, purchase order, or signed contract and its technical appendices;
  2. these General Terms and Conditions of Sale;
  3. any Specific Terms and Conditions of Sale (CPV);
  4. any amendments or additional written agreements approved by the Parties.

The order of priority is as follows: CPV > GTC > appendices > technical documents.

Signature of the quote or sending a "good for agreement" constitutes full and unconditional acceptance of these GTC.

4. Nature of the Services

AlphaEdge operates within the framework of intellectual and technological services requiring a high level of expertise, which may include:

  • the development of AI algorithms and models;
  • the implementation of cloud, edge, or hybrid environments;
  • the design and integration of embedded solutions;
  • the provision or hosting of shared GPU resources;
  • the production of studies, prototypes, POCs, demonstrators, and experiments.

Any service not provided for in the initial quote shall be subject to an amendment or additional quote submitted for prior approval.

5. Pricing and Payment Terms

Prices are stated in euros excluding taxes (HT).

Unless otherwise specified, payments are made according to the following schedule:

  • 50% upon order (deposit and project launch);
  • 50% upon final delivery or production launch.

In the event of non-payment within 30 days, penalties equal to three times the legal interest rate in force shall be automatically applied to the outstanding amounts. In accordance with the law, a fixed indemnity of EUR 40 shall also be charged for recovery costs. In the event of legal recovery proceedings, the costs incurred shall be borne in full by the Client.

6. Performance Deadlines

The deadlines mentioned in quotes are indicative. They may vary depending on:

  • the availability of components or cloud resources;
  • the validation of intermediate deliverables;
  • the Client's participation in testing;
  • actual operating or experimental conditions.

A delay shall not justify termination or give rise to compensation, unless otherwise stipulated in writing in the CPV.

7. Client Obligations

The Client undertakes to:

  • provide all information, resources, and access required for the proper performance of the project;
  • guarantee the compliance, lawfulness, and security of the data and materials transmitted;
  • actively participate in technical validations;
  • ensure the protection of sites and equipment during testing or deployment.

Any failure by the Client to comply with these obligations may result in suspension of the project or an adjustment to deadlines and costs.

8. Intellectual Property

8.1 Ownership of Prior Knowledge ("Background")

AlphaEdge remains the sole owner of all intellectual property rights relating to its tools, methods, algorithms, generic AI models (including its frugal AI, vision, and SLM engines), source code, and know-how developed prior to the service or independently of it (hereinafter the "Background"). The Client has no ownership rights over the Background. AlphaEdge grants the Client a non-exclusive and non-transferable license to use the Background elements strictly necessary for the use of the deliverables, for the duration of the project and its direct continuations.

8.2 Ownership of Results ("Foreground")

Unless otherwise stipulated in the Specific Terms (CPV):

  • Client-Specific Elements: Developments carried out specifically for the Client's business and based on its own data (e.g. dedicated interfaces, exclusive business settings) are transferred to the Client after full payment of the price.
  • Generic Improvements: All improvements, optimizations, or new features made to AlphaEdge's AI models and algorithmic methods during the performance of the service remain the exclusive property of AlphaEdge. These elements are considered an enrichment of its generic know-how.

8.3 Protection of the "Core Engine"

Under no circumstances may the service result in a transfer of ownership of AlphaEdge's core AI models or proprietary software libraries. The Client undertakes not to attempt any reverse engineering, decompilation, or extraction of the AI models made available to it.

8.4 Intellectual Property Retention Clause

The transfer of usage or ownership rights is expressly suspended until full and effective payment of the service price, including principal and ancillary amounts. In the absence of full payment, the Client shall refrain from using the results and must, upon AlphaEdge's first request, return or destroy all deliverables and copies in its possession.

9. Confidentiality

The Parties undertake to preserve the confidentiality of all information, technical data, prototypes, models, or commercial exchanges for ten (10) years from the date of signature of the contract.

No external communication (publication, announcement, demonstration) may be made without prior written agreement.

A specific NDA may supplement this clause.

10. Liability

10.1 Nature of the Obligation

AlphaEdge is bound by an enhanced best-efforts obligation. Given the highly technological and sometimes experimental nature of the services, AlphaEdge cannot guarantee that the deliverables will meet absolute performance objectives not defined in writing in the Specific Terms.

10.2 Exclusions of Liability

AlphaEdge's liability cannot be incurred in the event of:

  • indirect or unforeseeable damages (loss of profit, loss of data, reputational harm, operating loss);
  • use of the deliverables that does not comply with AlphaEdge's technical specifications or recommendations;
  • failure or interruption caused by third-party providers (Cloud hosts, component suppliers, or external API providers).

10.3 Limitation of Liability (Cap)

If AlphaEdge's liability were to be established, the total amount of compensation payable by AlphaEdge shall be expressly limited to the amount excluding taxes (HT) actually received by AlphaEdge for the service or project phase that gave rise to the dispute. This clause is considered essential by the Parties to the economic balance of the contract.

11. Force Majeure

Neither Party may be held liable for a breach due to an event of force majeure within the meaning of Article 1218 of the French Civil Code (disaster, war, pandemic, critical supply chain disruption, etc.).

Obligations are suspended for the duration of the event, without compensation.

12. Acceptance and Validation of Deliverables

12.1 Validation Process

At the end of each phase defined in the quote or upon final delivery, the Client has a period of fifteen (15) calendar days to verify the deliverables and submit any written, reasoned reservations. These reservations must strictly relate to the non-compliance of the deliverables with the specifications defined in the Specific Terms.

12.2 Tacit Acceptance

In the absence of written feedback or reservations submitted by the Client within this 15-day period, acceptance shall be deemed granted as of right (tacit acceptance). This validation constitutes acknowledgment of the compliance of the services and triggers the immediate due date of the balance invoice corresponding to the relevant phase.

12.3 Use Constituting Acceptance

Any operational use, even partial, of the deliverables by the Client (production launch, integration into a commercial range, public communication about the results) constitutes final and unconditional acceptance of the services.

12.4 Effects of Acceptance

Acceptance, whether express or tacit, covers all apparent defects and transfers to the Client responsibility for the use of the deliverables. It marks the starting point for any maintenance warranties provided for in the Specific Terms.

13. Termination

In the event of a serious breach by either Party of its obligations, the contract may be terminated as of right after formal notice has remained without effect for 30 days.

In the event of early termination:

  • services already performed remain billable on a pro rata basis;
  • deposits paid remain acquired by AlphaEdge;
  • usage rights cease immediately unless otherwise agreed in writing.

14. Commercial References

Unless the Client objects in writing, AlphaEdge may mention the name, logo, and nature of the project as a technological, scientific, or commercial reference, without disclosing confidential information.

15. Data Protection (GDPR)

AlphaEdge applies Regulation (EU) 2016/679 (GDPR). The personal data collected is used solely within the framework of the project, stored securely, and deleted or anonymized at the end of the contract, unless otherwise required by law or explicitly requested by the Client. To learn more about how your data is managed, please consult our Privacy Policy on our website: https://www.alphaedge-ai.com/

16. Governing Law and Jurisdiction

This contract is governed by French law.

Any dispute not resolved amicably shall be submitted to the exclusive jurisdiction of the Angers Commercial Court, unless otherwise required by mandatory provisions.