Terms and Conditions

01Scope

These GTC apply exclusively to business-to-business (B2B) relationships between LMDH Group SAS and professional clients in the context of digital transition consulting, software development, artificial intelligence, fractional digital leadership and any related services.

In the event of conflict between these GTC and the specific terms of a quote or contract, the specific terms shall prevail.

02Services Offered

2.1 BUILD Pole — Development & Engineering

• Custom web and mobile application development
• System integration and workflow orchestration
• Business module development and ERP/CRM connectors
• Artificial intelligence and machine learning solutions
• Infrastructure security and managed hosting

2.2 RUN Pole — Performance & Continuity

• Application support and maintenance
• Performance monitoring and optimisation
• SEO and digital acquisition
• Generative AI and intelligent agent deployment
• Data analytics and decision dashboards

2.3 LEAD Pole — Fractional Digital Leadership

• Fractional CDO, CTO, CMO: part-time digital leadership
• Digital audit and operational diagnostic
• Roadmap development and strategic prioritisation
• Change management and team support
• Partner network and franchise development

03Contract Formation

3.1 Quotes and commercial proposals

All services are subject to a written quote prepared by LMDH Group SAS based on information provided by the client. Quotes are valid for 30 days from their date of issue.

3.2 Acceptance and purchase order

The contract is formed upon the client’s signature of the quote, accompanied by payment of the agreed deposit. Any subsequent modification must be the subject of a written amendment signed by both parties.

04Pricing and Payment

4.1 Pricing

LMDH Group SAS pricing is established in euros excluding VAT (ex-VAT). The applicable VAT rate is that in force on the date of invoicing. For clients established outside France (EU or international), the rules on intra-community VAT or exemption apply in accordance with current regulations.

4.2 Late payment

In accordance with Articles L.441-10 et seq. of the French Commercial Code, any late payment automatically triggers the application of late payment penalties at a rate of three times the statutory interest rate, as well as a flat-rate recovery fee of €40.

In the event of non-payment at the due date, LMDH Group SAS reserves the right to suspend all services in progress, without prejudice to any other legal remedy.

05Service Delivery

5.1 LMDH Group SAS obligations

LMDH Group SAS undertakes to perform the contracted services with due diligence and in accordance with professional standards. This constitutes a best-efforts obligation (obligation de moyens), unless otherwise expressly stipulated in the contract or quote.

5.2 Client obligations

• Provide all necessary information, documents, access and resources in a timely manner
• Designate a single point of contact with the necessary decision-making authority
• Validate deliverables within the agreed timeframes
• Pay invoices within the contractual deadlines
• Inform LMDH Group SAS of any difficulty likely to affect the performance of the mission

5.3 Timelines

Timelines indicated in quotes are given as guidance only, unless an imperative deadline is expressly stipulated in the contract. Any delay attributable to the client automatically results in the postponement of delivery deadlines.

06Intellectual Property of Deliverables

6.1 Pre-existing rights

LMDH Group SAS retains full ownership of all its tools, methods, frameworks, libraries and elements developed prior to the mission, which it may use in performing the service.

6.2 Bespoke deliverables

Unless otherwise expressly stipulated, intellectual property rights in deliverables specifically developed for the client are assigned to the client on an exclusive basis, upon full payment of all sums due.

07Confidentiality

Each party undertakes to keep strictly confidential all information of a confidential nature received from the other party in the course of their commercial relationship.

This confidentiality obligation applies throughout the duration of the contractual relationship and for a period of 3 years following its termination, regardless of the reason.

• Technical, commercial, financial and strategic information
• Source code, algorithms and configuration data
• Client data and personal information
• Working methods and know-how

08Liability and Warranties

8.1 Limitation of liability

The liability of LMDH Group SAS is limited to direct and foreseeable damages. In no event shall LMDH Group SAS be liable for indirect, immaterial or consequential damages, such as loss of revenue, data loss, reputational damage or loss of profits.

In any event, the liability of LMDH Group SAS is capped at the total amount (ex-VAT) actually paid by the client under the contract in question during the 12 months preceding the incident.

8.2 Force majeure

LMDH Group SAS shall not be liable for failure to perform its obligations in the event of a force majeure event within the meaning of Article 1218 of the French Civil Code, or an unforeseeable and unavoidable act of a third party.

09Subcontracting

LMDH Group SAS reserves the right to subcontract all or part of the services, under its own responsibility. The client expressly accepts this principle of subcontracting, LMDH Group SAS being entitled to call upon independent contractors or partner companies according to the requirements of the assignment.

LMDH Group SAS remains solely responsible to the client for the proper performance of subcontracted services.

10Termination

10.1 Termination for cause

In the event of a material breach by either party of its contractual obligations, the other party may terminate the contract by operation of law, after written notice has remained without effect for 15 business days.

10.2 Termination for convenience

Unless otherwise stipulated, either party may terminate an open-ended contract by written notice with 30 calendar days’ notice. In this case, services already performed are fully due by the client.

11Governing Law — Mediation — Jurisdiction

These GTC are governed by French law.

11.1 Mediation

In the event of a dispute, the parties agree to seek an amicable solution before initiating any legal proceedings. Failing agreement within 30 days, the dispute may be referred to an accredited professional mediator.

11.2 Jurisdiction

Failing amicable resolution, disputes relating to these GTC shall be subject to the exclusive jurisdiction of the courts in the jurisdiction of LMDH Group SAS’s registered office, even in cases of multiple defendants or warranty claims.