Terms and conditions

Last updated: 8 May 2026.

Important. LMbox SAS is incorporated under French law. The legally binding version of these Terms is the French version. The English version is provided as a courtesy translation; in case of any discrepancy, the French version prevails.

These General Terms and Conditions of Sale ("Terms") govern the relationship between LMbox SAS — Simplified Joint-Stock Company (SAS) currently being registered with the French Trade and Companies Registry ("LMbox") — and its business customers ("Customer") regarding the LMbox solution: hardware appliances, software modules, and related services.

The Terms apply to any order placed with LMbox. Any conflicting clause from the Customer (notably its General Purchasing Conditions) is unenforceable, unless expressly accepted in writing by LMbox in advance.

Article 0 — Company in formation, taking over of undertakings

LMbox SAS is, as of the date hereof, currently being registered with the French Trade and Companies Registry (RCS). Pursuant to article L.210-6 of the French Commercial Code, any quote or purchase order signed prior to the issuance of the K-bis is signed "in the name and on behalf of the company in formation" by Mr. Renaud Delacotte, designated President, in his capacity as founder.

Pursuant to articles L.210-6 and R.210-6 of the French Commercial Code, and article 6 of decree n° 78-704 of 3 July 1978, the registration of the company automatically results in the taking over of these undertakings, which are then deemed to have been entered into by LMbox SAS from the outset. Until the registration date, the signing founder remains jointly and indefinitely liable for the undertakings.

The Customer is expressly informed and accepts this through signature of the quote. The registration date and the RCS / SIREN references will be communicated to the Customer in writing within 15 working days following the K-bis issuance.

Article 1 — Subject

These Terms govern the supply by LMbox SAS to the Customer of:

1. one or more LMbox appliances ("Box") — hardware pre-installed, configured and signed,
2. one or more software modules activated on the Box ("Modules"),
3. associated professional services (deployment, training, support, maintenance).

Together: the "Solution".

Article 2 — Definitions

• Box: hardware appliance, owned by the Customer, shipped with the LMbox operating system pre-installed, operating on the Customer's LAN.
• Module: software component activated on the Box via licence (e.g. Compliance Watcher, Document Translator, KYB Watcher).
• Setup fee: one-time fee charged on Box delivery or initial Module activation.
• Annual subscription: yearly fee covering maintenance, updates, support and Module evolution.
• Customer Site: any geographic site of the Customer where a Box is installed.
• Quote: contractual document specifying scope, prices and particular conditions, signed jointly by the Parties.

Article 3 — Quote and order

Any contractual commitment is preceded by a named quote issued by LMbox SAS, valid for thirty (30) days unless otherwise stated. The order becomes firm upon signature of the quote by an authorised Customer representative, accompanied by payment of the deposit set out in Article 4.

The quote prevails over these Terms in case of contradiction on price, quantity or schedule.

Article 4 — Pricing, invoicing, payment

4.1 Pricing

Prices are in euros, excluding VAT. Reference prices are published on the Pricing page of lmbox.eu; the signed quote prevails for the order at hand.

4.2 Terms

Unless otherwise stated in the quote:

• Setup fee: 50 % at quote signature, 50 % on Box delivery (or Module activation).
• Annual subscription: invoiced in advance, on the anniversary of go-live.

4.3 Payment

Invoices are payable 30 days end-of-month by bank transfer. No early-payment discount.

4.4 Late payment

Pursuant to articles L.441-10 et seq. of the French Commercial Code, any late payment automatically triggers, without prior notice:

• late penalties at the ECB rate plus 10 percentage points,
• a flat-rate recovery indemnity of €40,
• suspension of support and updates from D+15.

Article 5 — Delivery and deployment

5.1 Lead time

Stated in the quote, starting from receipt of the deposit. Lead times are indicative. Late delivery does not entitle the Customer to damages or to cancel, except where delay exceeds sixty (60) days and is attributable to LMbox SAS, after formal notice has remained ineffective.

5.2 Delivery conditions

The Box is delivered to the Customer Site, Incoterm DAP. Risks transfer to the Customer on delivery. The Customer ensures availability of a compliant technical room (electrical power, ventilation, LAN access, 19" rack for L and XL models).

5.3 Deployment

Performed by LMbox teams or a certified partner: physical installation, network setup, data source connection, admin training, acceptance.

5.4 Acceptance

The Customer has 15 working days from delivery to raise written, justified reservations. Without such notice, acceptance is deemed tacit and the Solution is finally accepted.

Article 6 — Ownership, hardware warranty

6.1 Transfer of ownership

The Box becomes the Customer's property upon full payment of the setup fee, and at the earliest upon delivery. Until full payment, LMbox SAS retains material ownership under article L.624-16 of the French Commercial Code (retention of title).

6.2 Warranty

Statutory warranties of conformity and hidden defects apply. A commercial 24-month hardware warranty covers manufacturing defects. Excluded: normal wear, misuse, lightning, surge, water damage, unauthorised intervention.

6.3 Third-party components

Hardware components (CPU, GPU, RAM, storage) are supplied by their manufacturers (Apple, NVIDIA, AMD, etc.) and benefit from their own manufacturer warranty, transferred to the Customer.

Article 7 — Maintenance, updates, support

The annual subscription includes:

• access to software updates (security patches, new Module releases),
• support by email (support@lmbox.eu) and by phone during business hours (Mon–Fri, 9 AM–6 PM Paris time),
• service-level commitments as defined in the quote annex (typically: acknowledgement within 4 working hours, best-effort resolution within 1 working day for blocking incidents),
• preventive remote maintenance (with explicit Customer consent, no access to business data).

Excluded: hardware modifications by the Customer (other than LMbox-validated storage extensions), incident diagnosis on the Customer's environment (LAN, workstations, misconfigured sources), specific feature development (separate quote).

Article 8 — Data and confidentiality

8.1 Customer data

Data processed by the Solution remains the property of the Customer at all times. It does not leave the Customer's LAN and is not accessible to LMbox SAS, except upon explicit and traced Customer request during support.

8.2 GDPR sub-processing

Where the Solution processes personal data on behalf of the Customer (within the meaning of GDPR article 4), LMbox SAS acts as sub-processor. A Data Processing Agreement (DPA) compliant with GDPR article 28 is annexed to any concerned order.

8.3 Mutual confidentiality

Each Party undertakes to keep strictly confidential any non-public information received from the other Party. This obligation runs for the duration of the contract and 5 years thereafter.

Article 9 — Intellectual property

9.1 LMbox software

The software embedded in the Box (operating system, runtime, fine-tuned models, modules) remains the exclusive property of LMbox SAS. The order grants the Customer a non-exclusive, non-transferable right of use, limited to the Customer Site and the contract duration.

9.2 Customer data

The Customer retains all rights over its data and over any deliverable produced by the Solution from its data.

9.3 Open-weights models

Open-weights models used (Mistral, Gemma, Qwen, etc.) are distributed under their respective licences, which are communicated to the Customer on delivery.

Article 10 — Liability

10.1 Best-efforts obligation

LMbox SAS is bound by a best-efforts obligation. The Solution assists users; it does not replace human judgment in regulated fields (medicine, law, finance, defence). The Customer remains solely responsible for decisions made on the basis of the Solution's outputs.

10.2 Cap

LMbox SAS's liability, all heads of damage combined, is capped at the total amount paid (excl. VAT) by the Customer over the twelve (12) months preceding the triggering event. Excluded in any event: lost profits, lost revenue, loss of opportunity, reputational harm, and any indirect damage.

10.3 Excluded cases

LMbox SAS is not liable for: misuse outside recommendations, Customer LAN unavailability, erroneous Solution output where uncertainty was clearly indicated (confidence intervals, source citations), damage caused by a Customer's sub-contractor.

Article 11 — Force majeure

Article 1218 of the French Civil Code applies: natural disasters, armed conflict, terrorism, national strikes, major telecom outage, mass cyberattack (unpatchable zero-day), new administrative or regulatory decisions. The affected Party notifies the other promptly. If the event lasts more than sixty (60) days, either Party may terminate without indemnity.

Article 12 — Term, termination

12.1 Term

Initial term of 12 months from go-live. Tacit annual renewal unless terminated by registered letter at least 3 months before term.

12.2 Termination for fault

Either Party may terminate after a 30-day formal notice has remained ineffective, in case of serious breach.

12.3 Effects of termination

• The Customer keeps material ownership of the Box,
• Modules cease to receive updates,
• The Customer's data remains within its LAN, under its sole control,
• LMbox SAS shall, upon request, provide a degraded read-only continuity mode for a 6-month transition.

Article 13 — Assignment

The Customer may not assign the contract without prior written consent of LMbox SAS. LMbox SAS may assign in the context of M&A, with reasonable prior written notice.

Article 14 — Modification

LMbox SAS reserves the right to amend these Terms. The version applicable to an order is the one in force at the date of quote signature. Subsequent amendments are notified in writing and take effect on annual renewal.

Article 15 — Governing law, jurisdiction

These Terms are governed by French law.

Any dispute regarding their validity, interpretation or performance shall, failing amicable resolution within 60 days, be submitted to the exclusive jurisdiction of the Commercial Court of the registered office of LMbox SAS, notwithstanding multiple defendants or warranty claims.

Article 16 — Entire agreement — Severability

These Terms, together with the signed quote and its annexes (DPA, SLA, deployment plan), constitute the entire agreement between the Parties. The invalidity of any provision shall not affect the validity of the others.

For any question on these Terms: contact@lmbox.eu — reply within 5 working days.