General terms of sale

These general terms of sale apply to the services provided by R-Lab SARL under the Angèle brand. They are addressed exclusively to professionals acting within their business activity.

1. Purpose and scope

These general terms of sale (the "Terms") govern the provision by R-Lab SARL, 38 Parc d'activités de Capellen, L-8308 Capellen, Grand Duchy of Luxembourg, Luxembourg Trade and Companies Register B310542 (the "Provider"), of the Angèle platform and associated services to any professional legal entity (the "Client").

They apply to the exclusion of any purchasing terms of the Client, save express written acceptance by the Provider. The Provider's failure to rely on a provision shall not constitute a waiver of its right to rely on it subsequently.

These Terms are not addressed to consumers within the meaning of the Luxembourg Consumer Code.

2. Definitions

• Platform: the software solution for artificial intelligence integration and orchestration marketed under the Angèle brand, in the version and scope defined in the Order.
• Services: the support, scoping, deployment, integration, training, support, custom development and follow-up services provided by the Provider.
• Order: the offer, commercial proposal, quotation or purchase order signed by the Client, defining the scope, terms and financial conditions.
• Agent: an application configuration of the Platform intended to perform a specific task on behalf of a User, within a defined scope.
• Connector: a component enabling the Platform to access an information system or a data source of the Client.
• User: a natural person authorised by the Client to access the Platform.
• Client Data: all content, documents, data and information that the Client makes accessible to the Platform or that is generated by its use.
• Model: a language or artificial intelligence model called by the Platform, whether installed on controlled infrastructure or accessible through an external interface.

3. Contract documents and precedence

The contract consists of the following documents, in decreasing order of precedence: the signed Order and its annexes; where applicable, the signed special conditions or framework agreement; the data processing agreement; these Terms.

In the event of conflict, the higher-ranking document prevails, in respect of the relevant provision only.

4. Formation of the contract

The contract is formed on the date the Order is signed by the Client or, failing that, on the date of the Provider's written confirmation of the Order.

Any signed Order is firm and final. Any change of scope during performance is the subject of an amendment or a written supplementary Order.

Information appearing on the website, in commercial material and in presentations is indicative only and does not constitute a contractual commitment. Only the Order defines the exact scope of the services.

5. Description of the services

5.1 Provision of the Platform

The Provider makes the Platform available to the Client under the deployment mode set out in the Order: shared hosting in a sovereign environment, dedicated infrastructure, or deployment on the Client's own infrastructure. The chosen mode, its prerequisites and the allocation of technical responsibilities are defined during the scoping phase.

The Platform is licensed to the Client on a non-exclusive, non-transferable basis for the term of the contract, solely for its internal professional use and within the scope defined in the Order.

5.2 Associated services

Services are provided in the scope and on the terms of the Order. Unless expressly stated otherwise, support, scoping, audit, training, custom development and assistance services constitute best-efforts obligations.

5.3 Evolution

The Provider may develop the Platform in order to improve its functionality, security or performance. It endeavours not to degrade the essential subscribed functionality. Major changes likely to significantly affect the Client's use are communicated within a reasonable period.

6. Obligations of R-Lab SARL

The Provider undertakes to perform the services with the care and diligence of a professional in its sector, to assign personnel with the required skills, to inform the Client of any matter likely to significantly affect performance, to respect the confidentiality of the Client's information and to implement appropriate security measures.

The Provider coordinates the ecosystem contributors involved and acts as the Client's entry point for project follow-up.

7. Obligations of the Client

The Client undertakes to:

• appoint a contact with the authority required to take the necessary decisions;
• provide in good time the information, access, documentation and resources required;
• ensure that it holds the necessary rights over the Client Data made accessible to the Platform;
• define and maintain the authorisations of its Users, and inform the Provider without delay of any departure or change of scope;
• ensure the confidentiality of its Users' credentials and report any unauthorised access without delay;
• use the Platform in accordance with its purpose, these Terms and applicable law;
• put in place controls and human validation appropriate to the criticality of the uses it deploys;
• inform its Users of the conditions of use of the Platform and, where applicable, of the processing of their data.

The Client alone is responsible for its choice of the use cases it puts into production, for assessing their criticality and for decisions taken on the basis of the results produced.

The Client shall refrain in particular from attempting to access environments or data for which it is not authorised, from circumventing security or access control measures, from carrying out reverse engineering outside legally permitted cases, from making the Platform available to unauthorised third parties, and from using it for unlawful purposes or purposes contrary to public order.

8. Ecosystem and subcontracting

The Client acknowledges that the provision of the services may involve specialised partners, in particular for publishing the Platform, hosting, infrastructure, cybersecurity and custom development.

The Provider remains responsible to the Client for coordinating the services it markets. Where a third-party solution is merely recommended and subscribed to directly by the Client with its publisher, that publisher alone bears responsibility for it, including its support, security and compliance; the Provider assumes no support or performance obligation in that respect.

The allocation of responsibilities is set out in the Order or in the scoping documents.

9. Financial terms

Prices, their structure and the terms of their revision are those set out in the Order. They are exclusive of tax; applicable taxes are invoiced in addition at the rate in force on the invoice date.

Unless otherwise stated in the Order, invoices are payable within thirty days of the invoice date, by bank transfer.

Any late payment automatically entails, without prior formal notice, late payment interest at the statutory rate applicable to commercial transactions in the Grand Duchy of Luxembourg, together with the fixed recovery compensation provided for by applicable law, without prejudice to compensation for recovery costs actually incurred.

Where late payment persists after a formal notice has remained without effect for fifteen days, the Provider may suspend all or part of the services, having informed the Client. Suspension gives rise to no compensation and does not suspend the amounts due.

Invoice disputes must be raised in writing, with reasons, within thirty days of receipt of the invoice. They do not exempt the Client from paying undisputed amounts.

10. Term, renewal and termination

The initial term, renewal arrangements and notice period for non-renewal are set out in the Order. Failing any contrary provision, the subscription is concluded for one year, renewable by tacit agreement for successive periods of the same duration, unless terminated by either party by written notice given at least three months before the anniversary date.

Either party may terminate the contract as of right in the event of a material breach by the other party, not remedied within thirty days of written formal notice specifying the breach relied upon.

Termination does not exempt the Client from paying for services performed and commitments entered into up to the effective date.

11. Intellectual property

The Platform, its components, documentation, interfaces, methods, know-how and developments remain the exclusive property of the Provider or its licensors. The contract transfers no intellectual property rights to the Client, but only a right of use within the limits set out in Article 5.1.

Client Data remains the exclusive property of the Client. The Provider holds only such rights over it as are strictly necessary to perform the services.

Custom developments carried out for the Client are subject to an express ownership clause in the Order, specifying the owner, the maintainer and the conditions of any reuse. Failing express provision, the Provider retains ownership of generic components and grants the Client a right of use over the result, for its internal needs.

Each party indemnifies the other against any third-party claim based on infringement of an intellectual property right arising from the elements it has supplied.

12. Client Data and data protection

Where performance of the services involves the processing of personal data on behalf of the Client, the Client acts as controller and the Provider as processor.

To that end the parties conclude a data processing agreement compliant with Article 28 of Regulation (EU) 2016/679, specifying in particular the subject matter and duration of the processing, the categories of data and data subjects, the security measures, the location of processing, the use of sub-processors, the Provider's assistance, incident notification arrangements and the fate of the data at the end of the contract.

The Client warrants that it has an appropriate legal basis for the processing it carries out by means of the Platform and that it has informed data subjects in accordance with applicable law.

The Provider does not use Client Data to train models for its own purposes or on behalf of third parties. The use of a Model accessible through an external interface is subject to prior analysis and the Client's express authorisation, covering in particular the data transmitted, the location of processing, any reuse by the provider and the retention period.

13. Confidentiality

Each party undertakes to preserve the confidentiality of the other party's information identified as confidential or whose confidential nature follows from its nature or the circumstances, to use it only for the performance of the contract, to restrict access to those persons who need to know, and to impose the same obligations on them.

This undertaking remains in force for the term of the contract and for five years thereafter. It does not apply to information that has entered the public domain without breach, was lawfully held before disclosure, was lawfully obtained from a third party, was independently developed, or whose disclosure is required by law or a competent authority, in which case the party concerned informs the other so far as permitted.

14. Security and availability

The Provider implements technical and organisational measures appropriate to the state of the art in order to protect the Platform and Client Data.

Availability commitments, response times and applicable support hours are defined in the Order or in a service level annexe. They may differ depending on whether they concern the infrastructure or the application platform. In the absence of a specific written commitment, no quantified availability guarantee and no continuous service commitment may be invoked against the Provider.

Planned maintenance operations are announced within a reasonable period and scheduled, so far as possible, outside business hours.

15. Limits specific to artificial intelligence

The Client acknowledges having been informed of the characteristics and limitations inherent in generative artificial intelligence systems.

The results produced by the Platform are based on probabilistic processing. They may contain inaccuracies, omissions or unsuitable formulations, including where answers are grounded in Client Data. The Provider does not guarantee the accuracy, completeness or suitability of the results produced, and cannot guarantee the absence of error.

The Platform is an assistance tool. It does not replace professional expertise, human judgement or validation appropriate to the criticality of the use. It is for the Client to define the appropriate controls, human validations and limits of use, in particular for any use liable to produce legal, financial, regulatory or contractual effects or to affect the safety of persons.

The Platform provides technical and governance means useful to the Client's compliance. It does not by itself make the Client compliant with any regulation. Classification of the artificial intelligence systems deployed by the Client under applicable law, and in particular Regulation (EU) 2024/1689, is the Client's responsibility, with the Provider's assistance within the agreed scope.

16. Liability

The Provider's liability may be engaged only in the event of proven fault and only for direct and foreseeable damage.

Indirect damage is excluded, in particular: loss of turnover, profit, clientele, business or data, damage to reputation, commercial loss, and any third-party claim against the Client.

Unless otherwise stated in the Order, the Provider's aggregate liability, on any basis whatsoever, is limited to the total amount excluding tax actually paid by the Client under the contract during the twelve months preceding the triggering event.

These limitations do not apply in the event of wilful misconduct, gross negligence, personal injury, or where the law prohibits them.

Any claim must be made in writing within one year of the triggering event, failing which it is time-barred.

17. Force majeure

Neither party may be held liable for a failure resulting from an event of force majeure within the meaning of Luxembourg law and applicable case law.

The affected party informs the other without delay and uses reasonable means to limit its effects. If the impediment persists beyond sixty days, either party may terminate the contract by written notice, without compensation.

18. Reversibility and end of contract

On expiry or termination of the contract, the Provider makes the Client Data available to the Client, on written request made within thirty days, in a structured and commonly used format.

The precise reversibility arrangements, the return format, any assistance and its conditions are defined in the Order or in a reversibility plan drawn up during scoping.

After thirty days from making the data available, or in the absence of a request within the period allowed, the Provider deletes the Client Data from its environments, subject to legal retention obligations. A deletion certificate is issued on request.

19. Commercial references

The Provider may cite the Client's name, use its logo or publish a case study only with the Client's prior express written consent covering the content published. That consent may be withdrawn at any time for the future.

20. Changes to these terms

The Provider may amend these Terms. The applicable Terms are those in force on the date of the Order. Any substantial change applicable to an ongoing contract is notified to the Client at least two months before it takes effect; failing acceptance, the Client may terminate the contract on the date the change takes effect, without compensation.

21. Assignment

Neither party may assign or transfer the contract, in whole or in part, without the other party's prior written consent. By way of exception, the Provider may assign the contract to a company within its group or in the context of a restructuring, provided it informs the Client and the assignee assumes all obligations.

22. Complaints

Any complaint relating to the performance of the services is handled under the procedure described on the Complaints handling page.

23. Governing law and jurisdiction

These Terms and the contract are governed by Luxembourg law, excluding its conflict-of-law rules and the Vienna Convention on the International Sale of Goods.

The parties shall endeavour to resolve any dispute amicably. Failing agreement within thirty days of written notification of the dispute, exclusive jurisdiction is conferred on the courts of the judicial district of Luxembourg.