Contractual framework
Terms and conditions of sale
Language. These Terms are a translation provided for convenience. In the event of any discrepancy, the French version (Conditions générales de vente) prevails and is the sole legally binding text.
Applicable to the services sold by AlphaCor to professional clients. In accordance with article L. 441-1 of the French Commercial Code, they form the sole basis of the commercial negotiation and are provided to any professional who requests them.
1. Purpose and scope
These terms and conditions of sale govern the consulting, design, integration, training and maintenance services for digital and artificial intelligence systems carried out by AlphaCor, a SASU registered with the Nice Trade and Companies Register under number 930 318 282, whose registered office is at 7 rue Pierre Mellarède, 06100 Nice, France.
They apply to any order placed by a client acting for professional purposes. They prevail over the client's general conditions of purchase, unless otherwise agreed in writing.
They apply subject to mandatory provisions, in particular those applicable to certain contracts concluded away from business premises between professionals where the service falls outside the client's main field of activity and the client employs no more than five people. These conditions are cumulative and are assessed case by case.
2. Contractual documents
The relationship is governed, in decreasing order of priority, by:
- the signed quotation or order, which sets out the scope, the price and the schedule;
- the framework agreement and its annexes, where one is signed (GDPR processing annex, technical annex, confidentiality agreement);
- these terms and conditions of sale.
In the event of a contradiction, the higher-ranking document prevails for the clause concerned only.
3. Prices, validity of offers, price review and usage volume
3.1 · Prices and validity of offers
Prices are expressed in euros excluding tax. VAT applies at the rate in force on the date of invoicing.
The prices published for identified offers apply to the scope, volumes and conditions described on their page: they are the same for every client. The wording « from » and price ranges concern offers whose price depends on scope and requires a quotation. Third-party costs, usage limits and exclusions are specified before acceptance.
The diagnostic is a standalone service giving rise to the document described in the order, which can be used independently of any subsequent project. Its price is due for that service and is not deducted from a later project, save for any particular commitment already granted to the client.
The diagnostic sets out the scope of the proposed project and its firm price in euros excluding tax, held for sixty calendar days from its delivery, stating its expiry date. Buying the diagnostic does not of itself order a project. The project quotation repeats that price for an identical scope, and its validity may not expire before the price guarantee. Otherwise, quotations are valid for thirty days from their date of issue. An order accepted within the applicable period keeps its price for the agreed performance: the price of a fixed-price service remains firm, and that of a recurring service changes only through the indexation of article 3.2, the included usage volume and any overage being governed by article 3.3. The sixty-day price guarantee concerns the validity of the offer before the order; it does not freeze the price of an ongoing subscription. Any change of scope is the subject of a separate priced agreement.
Subscriptions and consumption of third-party services required for the service (hosting, domain names, licences, AI model programming interfaces) are either taken out directly by the client or included in the subscription, as specified in the quotation.
3.2 · Annual indexation
The prices of recurring services, and those of services provided for in an order but not yet ordered, are revised automatically on each anniversary of the order, upwards or downwards, according to the formula P1 = P0 × (S1 / S0), where P1 is the revised price, P0 the price in force before the revision, S0 the latest value of the Syntec index published on the date of the order or, for subsequent revisions, on the date of the previous revision, and S1 the latest value of that index published on the date of the revision.
The Syntec index, published monthly, measures changes in labour costs in the digital, engineering, research and consulting professions. The revision applies neither to the price of a fixed-price service already ordered, which remains firm, nor to a firm price whose sixty-day guarantee is still running. AlphaCor communicates the revised price and its calculation in writing no later than with the first invoice that applies it. If the index ceases to be published, the index officially substituted for it applies, with its linking coefficient; failing that, the parties agree in good faith on an index of the same nature.
3.3 · Included usage volume and overage
Recurring services are sold at a fixed price: a flat fee with an included volume; an overage only beyond it, announced in advance and cappable. Each recurring service includes a monthly usage volume, expressed in the unit specific to the service (for example notices analysed, documents read, reports generated, requests processed or user employees) and set in the order. The price of the service covers that volume, whatever the costs borne by AlphaCor to produce it, in particular those of the artificial intelligence model and hosting services included in the price: those costs give rise to no price adjustment other than the indexation of article 3.2. Volume not used during a month is neither carried over nor refunded. The parties may at any time agree in writing to change the included volume and the corresponding price.
Beyond the included volume, the overage is invoiced by block, at the overage rate stated in the order. Failing that, a block corresponds to 10% of the included volume and its price to 10% of the monthly price of the service excluding tax, that is the unit price of the flat fee; any block started is due. The overage is invoiced in arrears, with the following monthly instalment, on the basis of a statement of the volume used.
AlphaCor sends the client a written alert when the month's usage reaches 80%, then 100% of the included volume. No overage is invoiced unless both alerts have been sent beforehand. The client may choose, in the order or at any time in writing with effect on receipt, a cap rather than an overage: the service then stops at the included volume until the first day of the following month. Failing any choice expressed, the overage applies.
3.4 · Choice of models and providers
AlphaCor may change the artificial intelligence model, the model version or the provider of model or hosting services, for an equal or better quality of result, assessed against the acceptance criteria of the service, at no extra cost to the client and without reducing the included volume, after informing the client in writing. The change complies with the data location and processing commitments made in the order and in the data processing agreement provided for in article 9, in particular hosting on a dedicated server or within the European Union where so provided and the exclusion of the use of the client's data for training models; where it involves a new sub-processor, it follows the information and objection procedure provided for in that agreement.
4. Orders
The order is formed by the signature of the quotation or by any unequivocal written agreement of the client, including by email. AlphaCor starts work upon receipt of the deposit provided for in article 5.
Any request from the client falling outside the written scope is the subject of a costed amendment before execution.
5. Payment terms, lead times and availability
5.1 · Payment schedule
Unless otherwise stated in the order:
- fixed-price services (Scan, sprints, websites): a deposit of 30% of the price excluding tax on order, the balance according to the payment schedule of the order, on delivery or on acceptance; work and its schedule start upon receipt of the deposit;
- recurring services (Pilot, subscriptions, monitoring): monthly invoicing, in advance; any overage beyond the included usage volume is invoiced in arrears (article 3.3);
- time-based services: monthly invoicing based on a statement of the time spent.
Invoices are payable within fifteen days of the invoice date, by bank transfer.
5.2 · Late payment
Any late payment automatically gives rise to penalties calculated at the European Central Bank's key rate plus ten percentage points, together with the fixed recovery indemnity of €40 provided for in articles L. 441-10 and D. 441-5 of the French Commercial Code. AlphaCor may suspend the services after a formal notice has remained without effect for eight days.
5.3 · Lead times and acceptance
The lead times announced run from receipt of the deposit and from the client making available the access, content and approvals required. They are suspended for the duration of any wait attributable to the client.
The client has ten working days from the date a deliverable is made available in which to raise reservations. Failing any reservation within that period, or in the event of a go-live, the deliverable is deemed accepted. AlphaCor corrects established defects within a reasonable time.
5.4 · Availability and support
Working hours are Monday to Friday, 9 a.m. to 6 p.m., excluding public holidays.
- Without a Pilot subscription: any written request receives a reply within one working day. Correcting an established defect on an accepted deliverable is the subject of a quotation, unless it falls under the warranty of conformity.
- With a Pilot subscription: a blocking incident, meaning one that prevents the system from performing its main function, is picked up within four working hours. "Picked up" means qualified and taken in hand, without the time to restore service being capable of guarantee for as long as the cause is not identified.
- Systems running continuously (voice reception agent, overnight price readings): the platform runs 24 hours a day, human intervention takes place during working hours.
AlphaCor relies on services supplied by third parties (hosting providers, telephone operators, AI model providers). Their availability does not depend on AlphaCor: their temporary unavailability does not constitute a breach, provided that AlphaCor uses reasonable means to remedy it. AlphaCor gives no quantified availability commitment on those third-party services.
Planned maintenance work is announced at least two working days in advance and scheduled, as far as possible, outside working hours.
6. Client's obligations
The client provides, within the agreed times, the access, content, information and approvals required for performance. The client appoints a single point of contact authorised to approve.
The client warrants that it holds the rights to the content and the data it transmits, and is answerable for the use it makes of the deliverables towards third parties.
7. Intellectual property
Subject to payment of the price in full, the deliverables specifically developed for the client are assigned to the client for the use provided for in the order.
AlphaCor retains ownership of its methods, templates, software components and pre-existing or reusable know-how, and grants the client a non-exclusive right of use over those that are necessary for the deliverables to operate.
8. Confidentiality
Each party undertakes not to disclose the confidential information received from the other, for the duration of the relationship and for the three years that follow its end. A separate confidentiality agreement may be signed before any exchange of sensitive information.
9. Personal data
The processing of personal data entrusted by the client for the performance of a service is covered by a processing agreement compliant with article 28 of the GDPR, signed before any processing. It sets out the processing carried out, its duration, the sub-processors and the security measures.
Unless otherwise stated in the order, AlphaCor configures artificial intelligence services so that the client's data is not used to train the models of third-party providers, where the provider allows this.
The processing of website visitors' data is described in the legal notice.
10. Artificial intelligence: roles, transparency and literacy
The capacities of provider, deployer and, where applicable, other operator within the meaning of Regulation (EU) 2024/1689 follow from the regulation and from the activities actually carried out. The technical annex to the order documents them for each system, without limiting either party's legal obligations. Any planned substantial modification, change of intended purpose, or placing of the system under another trade mark is notified before implementation, so that its regulatory consequences can be assessed.
Under article 4 of the regulation, each party implements proportionate AI literacy measures for the persons acting on its behalf, adapted to their knowledge, to the intended uses and to the persons affected. AlphaCor provides the instructions for use and the information needed for the intended purpose; any agreed awareness services are set out in the order. The client circulates the instructions, designates the persons responsible for oversight and documents the actions carried out.
The technical annex describes the information and transparency mechanisms required by article 50 of the regulation, according to the system and the use: informing individuals on their first interaction with a conversational system, technical marking of generated content where required, and the disclosures applicable to synthetic content subject to disclosure. AlphaCor provides the mechanisms falling within its legal capacity; the client maintains those mechanisms and provides the information relating to its own uses. Applicable regulatory exceptions are documented.
The practices prohibited by article 5 of the regulation are excluded. High-risk uses are contractually authorised only within the scope of a specific annex, which authorises no legally prohibited practice. Where a use is unlawful or a serious risk arises, AlphaCor may immediately suspend only those functions necessary to bring it to an end, informs the client and cooperates in the remedy; other remediable breaches follow the formal notice procedure.
11. Liability
AlphaCor performs the services with care and diligence, in accordance with good professional practice, under an obligation of means.
Artificial intelligence systems produce probabilistic results: the client retains control over the validation of the content and the decisions produced with their help, and answers for the use it makes of them towards third parties. A failure to validate on the client's part is taken into account to the extent of its demonstrated contribution to the damage; it does not release AlphaCor from its own faults of design, configuration, information or performance.
AlphaCor's liability is limited to direct and foreseeable damage, and capped at the price excluding tax agreed for the fixed-price part of the order concerned and, for its recurring part, at twelve monthly instalments excluding tax at the rate applicable on the date of the first triggering event. This cap depends neither on the actual payment of invoices nor on any amount paid by an insurer, and the same damage does not give rise to double compensation.
Direct civil damage caused by a breach of confidentiality, of personal data protection or of intellectual property falls under a single specific cap, equal to that same amount, common to and not cumulative with the cap of any confidentiality agreement or data processing agreement concluded between the parties.
These limitations apply neither to wilful misconduct, nor to gross negligence, nor to personal injury, nor in cases where the law prohibits limiting liability. They do not limit the own rights of third parties, in particular data subjects, nor the powers of the authorities, and do not dispense with payment of the price. AlphaCor does not, to date, hold professional indemnity insurance: the caps above constitute neither insurance nor a guarantee that funds are available.
12. Term, termination and reversibility
Recurring services are entered into with no minimum term, unless otherwise stated in the order: either party may end them with thirty days' notice before the end of the current month.
At the end of the relationship, and subject to payment of the sums due, AlphaCor returns the client's data in a usable format and hands over the configuration items required for a third party to take over.
13. Force majeure
Neither party is liable for a breach caused by an event of force majeure within the meaning of article 1218 of the French Civil Code. If the impediment continues beyond thirty days, either party may terminate the order concerned, without indemnity.
14. Governing law and jurisdiction
These terms are governed by French law. In the event of a dispute, the parties shall seek an amicable solution for thirty days from receipt of the first written notification of the dispute. This step does not prevent urgent or protective measures, or measures necessary to preserve rights.
SUBJECT TO MANDATORY RULES OF JURISDICTION, DISPUTES BETWEEN PARTIES ALL OF WHICH HAVE CONTRACTED IN THE CAPACITY OF MERCHANT FALL WITHIN THE JURISDICTION OF THE COMMERCIAL COURT OF NICE, FRANCE, INCLUDING WHERE THERE ARE SEVERAL DEFENDANTS OR A THIRD-PARTY CLAIM. IN ALL OTHER CASES, THE STATUTORY RULES OF JURISDICTION APPLY.
These terms are drawn up in French. The English version published on this site is a translation provided for convenience: the French version, in the dated version identified by the order, prevails in the event of any discrepancy.
Version of 28 September 2026, second edition (included usage volume, articles 3.3 and 3.4), translated on 28 September 2026. It replaces the first edition of the same day. The French version prevails. For any question about these terms, write to contact@alphacor.fr.