Terms & Conditions
Last Updated: 15.09.2025
By requesting, purchasing or using our services, you agree to these Terms.
1. Scope of Services
We provide management consulting, sourcing and procurement support, operational improvement, project management, and regulatory/compliance support (the “Services”). The specific scope, deliverables, timelines and pricing are defined in a Statement of Work or Order (each an “SoW”).
2. Engagement & Deliverables
2.1 We perform the Services professionally and with reasonable skill and care.
2.2 Deliverables may include analyses, reports, plans, templates, vendor lists, and implementation support, as described in the SoW.
2.3 Unless expressly stated in the SoW, we do not act as broker, custodian, payment intermediary, or provider of legal, tax or investment advice.
3.Fees, Invoicing and Payments
3.1 Fees are as stated in the SoW (fixed fee, milestone-based or retainer). Unless agreed otherwise, invoices are issued in advance of each stage or month.
3.2 We accept card payments (Visa/Mastercard) and bank transfers. Remittance instructions and references are provided on each invoice.
3.3 Invoices are due within 7 days of issue (retainers monthly in advance). Late amounts may bear 1.5% per month interest (or the maximum permitted by applicable law) and we may suspend work for non-payment.
3.4 Fees are exclusive of taxes. Client is responsible for any value-added tax (VAT/TVA), sales tax, withholding tax or similar taxes applicable to the Services, except taxes on our income.
3.5 Chargebacks: where card payments are disputed or charged back after delivery of Services, Client remains liable for undisputed amounts tied to accepted milestones/SoW items.
4. Cancellations & Refunds
4.1 Discovery/Audit fees are non-refundable once work starts.
4.2 For milestone or project fees paid in advance, refunds are available until the corresponding milestone or phase starts, less documented costs incurred.
4.3 Retainers are cancellable with 30 days’ written notice; unused prepaid periods after the end of the notice period are refundable.
4.4 Any refund will be processed to the original payment method within 14 business days after agreement on the refund amount.
5. Client Responsibilities
5.1 Provide timely information, access and decisions; ensure accuracy, completeness and lawful use of all data and materials supplied.
5.2 Manage internal approvals and remain responsible for contracts entered into with third-party vendors or counterparties, even where we assisted in identifying or assessing them.
5.3 Client ensures that using the Services and entering into related transactions does not breach applicable sanctions, export controls, or AML/CFT rules.
6. Third-Party Vendors & Currency
6.1 Where the SoW includes vendor search, onboarding or coordination, we may present options and due-diligence notes; final selection and contracting is Client’s decision and responsibility.
6.2 FX conversions, correspondent-bank charges and other bank fees related to Client payments are borne by Client unless the SoW states otherwise.
7. Confidentiality & Data
7.1 Each party must keep the other party’s Confidential Information secret and use it only to perform or receive the Services under the relevant SoW.
7.2 We process business contact data and project data to deliver the Services, manage our relationship with Client, and comply with legal and regulatory obligations. See our Privacy Policy for details.
7.3 We may use anonymized, aggregated learnings to improve our methodologies, tools and internal knowledge, without identifying Client.
8. Intellectual Property
8.1 Pre-existing IP of each party remains that party’s property.
8.2 Unless the SoW states otherwise, final deliverables created specifically for Client are licensed to Client on a worldwide, perpetual, non-exclusive, fully-paid basis for Client’s internal business use.
8.3 Our methods, templates, tools, software and know-how remain our IP; we grant Client a limited license to use them only as embedded in, or necessary for the use of, the deliverables.
9. Warranties & Disclaimers
9.1 We warrant professional performance as in clause 2.1.
9.2 Except as expressly stated, the Services and deliverables are provided “as is”; we do not warrant third-party performance (including banks, platforms or vendors), future business, financial or tax outcomes, or the granting of regulatory or bank approvals.
10. Liability
10.1 Neither party is liable for indirect or consequential loss, loss of profit, loss of opportunity, or loss of data.
10.2 Our aggregate liability under an SoW (whether in contract, tort or otherwise) is limited to the fees paid by Client to us during the last six (6) months under that SoW.
10.3 Nothing in these Terms limits or excludes liability that cannot be limited or excluded under mandatory provisions of applicable law.
11. Non-Solicitation
For 12 months from the end of the engagement, Client will not solicit for employment our project personnel directly involved in the Services, except with our written consent. This does not restrict general recruitment not specifically targeted at such personnel.
12. Term, Suspension & Termination
12.1 Each SoW starts on its effective date and continues until completion, unless terminated earlier.
12.2 Either party may terminate an SoW with 30 days’ written notice for convenience, or immediately for material breach not cured within 10 days of written notice.
12.3 On termination, Client pays for Services delivered up to the effective date; we will provide any completed deliverables and a reasonable handover of ongoing work, subject to payment of outstanding amounts.
13. Governing Law & Dispute Resolution
These Terms and any SoW are governed by the laws of France. Courts of Nice, France have exclusive jurisdiction over any dispute arising out of or in connection with these Terms or any SoW. Either party may seek urgent injunctive or protective relief in any competent court where necessary to protect its rights.
14. Notices
Notices must be sent by email with confirmation of receipt, or by courier or registered post, to the addresses specified above or in the SoW, or to any updated address notified in writing. Notices take effect when delivered and receipted (courier/registered post) or on the business day of receipt confirmation (email).
15.Miscellaneous
No partnership, joint venture or agency is created by these Terms. Neither party may assign its rights or obligations without the other party’s consent, except to an affiliate or an acquirer of all or substantially all of the relevant business. If any provision is invalid or unenforceable, the remaining provisions remain effective. These Terms, together with the applicable SoW(s), constitute the entire agreement between the parties for the Services and supersede prior discussions and understandings.