Terms of Sale and End-User Licence Agreement

1. Parties

This Agreement is entered into between the licensor identified below ("Sovnex", "we") and the legal entity that places an Order (the "Customer", "you").

Licensor

[LEGAL ENTITY — to be completed]

Registered address

[REGISTERED ADDRESS — to be completed]

Contact

contact@sovnexai.com

The person who accepts these terms at checkout or signs the order form confirms that they are authorised to bind the Customer.

2. Definitions

Software

The Sovnex AI on-premises product delivered under an Order: the Docker images, the installer, the documentation and every update we make available to you, in whatever form.

Proprietary Components

The files of the Software whose header states "PROPRIETARY AND CONFIDENTIAL" and refers to LICENSE-SOVNEX. They are original works of Sovnex and are licensed only under this Agreement and LICENSE-SOVNEX.

Open-Source Components

Every other part of the Software, licensed under the Apache License 2.0 or, for third-party packages, under the licences listed in the THIRD-PARTY-NOTICES file shipped with the Software.

Order

The Stripe checkout completed on sovnexai.com, or a written order form signed by both parties, stating the plan, the fees, the number of instances and Seats, and the Term.

Licence Key

The signed token issued by our licence service that activates one installation of the Software and encodes the limits of your Order.

Seats

User accounts able to sign in to one installation of the Software. The number that applies is the one stated in your Order; the Software enforces it.

Term

The subscription period stated in your Order, including each renewal.

3. Order and acceptance

You order the Software by completing the checkout on sovnexai.com or by signing an order form. Ticking the acceptance box at checkout, or signing the order form, is your acceptance of these terms. Together with your Order they constitute the "Agreement" referred to in LICENSE-SOVNEX; without them, LICENSE-SOVNEX grants no right to use the Proprietary Components.

The Software is sold to businesses and public bodies only. By ordering, you confirm that you act for professional purposes — in the name of a company, an institution or as a self-employed professional — and not as a consumer. Rules that protect consumers only, including the statutory right of withdrawal, therefore do not apply.

An Order is binding once Stripe confirms the payment or, for an order form, once both parties have signed it. We may refuse an Order for a legitimate reason, such as suspected fraud or a sanctions restriction; any amount already paid for a refused Order is refunded in full.

4. Licence grant

Subject to this Agreement and to payment of the fees, Sovnex grants you, for the Term, a non-exclusive, non-transferable, non-sublicensable licence to install, run and use the Proprietary Components, in object or source form, solely:

• for your own internal business purposes;
• within the scope of your Order, including its limits on instances, Seats, sites and Term;
• in accordance with the documentation.

The Open-Source Components are governed by their own licences — the Apache License 2.0 for Sovnex's own open-source code, and the licences listed in THIRD-PARTY-NOTICES for third-party packages. Nothing in this Agreement restricts the rights those licences grant you, and nothing in it is needed to exercise them.

The licence extends to your affiliates and to contractors who use the Software on your behalf, within your Seats, provided you remain responsible for their compliance with this Agreement.

5. Restrictions

Except to the extent that a restriction is unenforceable under applicable law, you may not, and may not allow anyone else to:

• copy, publish, distribute, sublicense, sell, rent, lease or otherwise make the Proprietary Components available to any third party;
• modify, adapt, translate or create derivative works of the Proprietary Components, other than through the configuration the documentation provides for;
• reverse engineer, decompile or disassemble the Proprietary Components, or defeat, disable or circumvent any licence, metering, Seat-counting or entitlement mechanism, including the Licence Key and the heartbeat;
• use the Software beyond the instances, Seats or Term of your Order, or share a Licence Key between installations;
• use the Software to provide a hosted, managed, outsourced or time-sharing service to third parties, unless your Order expressly permits it;
• remove, obscure or alter any copyright, licence or attribution notice.

The acts that Article L122-6-1 of the French Intellectual Property Code, and equivalent rules elsewhere, allow for interoperability remain unaffected.

6. Delivery and activation

The Software is delivered electronically: you pull the Docker images and download the installer from the locations given in the documentation. Delivery is complete when the images and the installer are made available to you. No physical medium is supplied.

Each installation is activated with a Licence Key issued to your account. The key is bound to the installation that claims it and encodes the plan, the Seats and the expiry date of your Order. The Software periodically contacts our licence service (the "heartbeat") to renew the key and report the number of Seats in use; the data sent is described in the Privacy Policy. A deployment that cannot reach the service keeps running for the grace period stated in the documentation, then falls back to a restricted mode until the key is renewed.

You are responsible for the hardware, operating system, network and models on which the Software runs, and for meeting the system requirements stated in the documentation.

7. Fees and payment

The fees are those stated in your Order. Self-serve subscriptions are paid in advance, by card, through Stripe, at the start of each billing period; order forms are paid by bank transfer within 30 days of the invoice date unless the Order says otherwise. All amounts are in euros and exclusive of VAT and any other tax, which is added at the applicable rate.

Subscriptions renew automatically for successive periods of the same length as the initial one, at the price then in force, unless either party cancels before the renewal date — you from your account page or the Stripe billing portal, we by notice at least 30 days before the renewal. We give at least 30 days' notice of any price change; it takes effect at the next renewal.

Fees are non-refundable, except where this Agreement or mandatory law provides otherwise. A failed or disputed payment suspends the licence as set out in section 8.

Late payment of an invoice bears interest at three times the French legal interest rate from the day after the due date, without formal notice being required, plus the fixed recovery indemnity of €40 per unpaid invoice provided for by Article L441-10 of the French Commercial Code and, where our recovery costs exceed that amount, additional compensation on production of supporting documents.

8. Term, suspension and termination

The Agreement starts when your Order is accepted and lasts for the Term, including renewals.

We may suspend the Licence Key, after notice by email, if a fee remains unpaid 10 days after its due date — or immediately if we reasonably believe the Software is used in breach of section 5 or in a way that threatens the security of our licence service.

Either party may terminate the Agreement for a material breach that the other party has not cured within 30 days of written notice. We may also terminate it if you become insolvent, to the extent the law allows.

On expiry or termination, your right to use the Proprietary Components ends, the Licence Key is revoked and no longer renewed, and you must stop using the Proprietary Components and delete your copies of them within 30 days. Your data — documents, embeddings, prompts, answers, configuration — stays on your servers and remains yours; the Software's export functions remain available during those 30 days so you can retrieve it. Sections 5, 10, 11, 13, 14, 17 and 18 survive termination.

9. Support and updates

Support is provided to the extent described in your Order and in the plan comparison on sovnexai.com at the time of the Order: by email, in English or French, on business days, with reasonable efforts to answer and no guaranteed resolution time unless your Order states one.

During the Term we make available the updates we release for your plan. Installing them is your responsibility, and we may require that you run a reasonably recent version to receive support. Nothing in this Agreement obliges us to develop any specific feature, to maintain compatibility with any given model, hardware or third-party service, or to keep providing a feature that we withdraw from the product.

10. Intellectual property

The Software, the documentation and all related intellectual property rights are and remain the property of Sovnex or its licensors. This Agreement grants a licence to use; it transfers no ownership. All rights not expressly granted are reserved, including in the Sovnex name, logo and trademarks.

You keep all rights in the data you process with the Software and in the output it generates for you. If you send us feedback or suggestions, we may use them without obligation or attribution.

Sovnex is built on RAGFlow and other open-source projects; their authors keep their rights, and the applicable notices are reproduced in the NOTICE and THIRD-PARTY-NOTICES files.

11. Confidentiality

The Proprietary Components, the Licence Keys, non-public pricing, and any information a party marks as confidential or that a reasonable person would treat as such, are confidential. Each party uses the other's confidential information only to perform this Agreement, protects it with at least the care it applies to its own, and discloses it only to staff and contractors who need it and are bound by equivalent obligations.

These duties do not apply to information that is public through no fault of the receiving party, that it already lawfully knew, or that it must disclose by law or court order — in which case it informs the other party first, where lawful. They last five years after the end of the Agreement and, for the Proprietary Components, as long as they remain confidential.

12. Data protection

The Software runs on your infrastructure. For all personal data you process with it — your documents, your users' questions, the generated answers — you are the controller and Sovnex is neither a processor nor a recipient: that data never leaves your network and we have no means of accessing it.

The only personal data Sovnex processes under this Agreement is the account, billing and licence data needed to sell and activate the Software, and the technical data carried by the heartbeat. What that data is, how long we keep it and what your rights are is set out in the Privacy Policy, which forms part of this Agreement.

Read the Privacy Policy →

13. Warranty

Sovnex warrants that, for 90 days from delivery, the Proprietary Components will perform materially as described in the documentation when installed on a system that meets the stated requirements. Your sole remedy for a breach of this warranty is that we correct the non-conformity or, if we cannot within a reasonable time, refund the fees paid for the current billing period upon termination of the Agreement.

Apart from that warranty, the Software is provided "as is". In particular, the Software reads documents and generates text by means of language models, which are probabilistic by nature: Sovnex does not warrant that the answers, summaries, extractions or proposals it produces are accurate, complete, up to date or fit for any decision. Reviewing the output before relying on it is your responsibility. Sovnex does not warrant that the Software is error-free, uninterrupted, compatible with every model or environment, or that it meets any regulatory requirement specific to your business.

Third-party models, model providers and Open-Source Components are provided under their own terms and warranties, if any, and not under this one.

14. Liability

To the extent permitted by law, Sovnex's total liability under or in connection with this Agreement, whatever the legal basis, is limited to the fees you paid under it in the twelve months preceding the event giving rise to the claim.

Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, data or goodwill, even if advised of its possibility. Loss caused by reliance on output generated by the Software without human review is deemed indirect.

Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud, for wilful misconduct or gross negligence, or any other liability that cannot be excluded under applicable law.

15. Third-party software

The Software combines Sovnex code with open-source components under permissive licences (Apache-2.0, MIT, BSD and similar) and depends on services you run alongside it. The complete list, with the applicable licence texts, is in the THIRD-PARTY-NOTICES file shipped with the Software.

Some of those services are distributed under licences with obligations of their own — in particular Elasticsearch (Elastic License 2.0) and MinIO (AGPL-3.0). You pull their images from the public registries under the licences of their respective publishers; Sovnex does not sublicense them, does not modify them and gives no warranty in their respect. Checking that those licences suit your use is your responsibility.

Language and embedding models, whether run locally or through a provider you configure, are subject to their own licences and terms of use, which you accept directly with their publisher.

16. Export control and sanctions

The Software may be subject to the export-control and sanctions laws of the European Union, France and other jurisdictions. You will not export, re-export or make the Software available in breach of those laws, and you represent that neither you nor any of your beneficial owners is a person or entity subject to EU, UN, UK or US sanctions, or located in a country under a comprehensive embargo. We may suspend or terminate the Agreement without liability if performing it would breach such laws.

17. Governing law and jurisdiction

This Agreement is governed by French law, to the exclusion of its conflict-of-law rules and of the United Nations Convention on Contracts for the International Sale of Goods.

Any dispute arising out of or in connection with this Agreement that the parties cannot settle amicably within 30 days of a written notice is submitted to the exclusive jurisdiction of the Tribunal des activités économiques de Paris (the Paris commercial court, formerly the Tribunal de commerce de Paris), including for summary, emergency or multi-party proceedings and notwithstanding any third-party claim.

18. Miscellaneous

• Entire agreement. This Agreement, your Order and the Privacy Policy are the whole agreement between the parties on their subject matter and replace any prior discussion. Terms printed on a purchase order or other Customer document do not apply. In case of conflict, the Order prevails over these terms, and these terms prevail over LICENSE-SOVNEX.
• Changes. We may update these terms for future Orders and renewals. The version in force is the one published on sovnexai.com on the date of your Order or renewal; we notify material changes by email at least 30 days before a renewal.
• Assignment. You may not assign the Agreement without our written consent, except to a successor to your entire business that assumes it in writing. We may assign it to an affiliate or to a successor to our business.
• Severability and waiver. If a clause is held unenforceable, the rest of the Agreement remains in force and the clause is replaced by a valid one of the closest effect. Not enforcing a right is not a waiver of it.
• Force majeure. Neither party is liable for a failure caused by an event beyond its reasonable control within the meaning of Article 1218 of the French Civil Code; payment obligations excepted.
• Notices and evidence. Notices to Sovnex are sent by email to the address below; notices to you are sent to the email address of your account. The records of our systems and of Stripe are proof of Orders and of the acceptance of these terms.
• Language. These terms are written in French and translated as a courtesy into English, German, Spanish, Italian and Chinese. In case of discrepancy, the French version prevails.

Notices and questions about these terms go to contact@sovnexai.com