General Terms and Conditions of Service

1.Purpose

These General Terms and Conditions of Service ("Terms") define the conditions under which CYPRIUM CONSULTING provides consulting, diagnostic, analysis, scoping, operational support, decision support, process optimization, sales performance, customer experience, data analysis, and pragmatic artificial intelligence integration services.

Any order placed with CYPRIUM CONSULTING implies full and unreserved acceptance of these Terms, unless otherwise expressly agreed in writing between the Parties.

2.Contractual Documents

The applicable contractual documents are, in descending order of priority: the signed quote or commercial proposal, the engagement letter (if any), these Terms, and then any appendix expressly approved in writing by the Parties.

In the event of a conflict between these documents, the specific provisions of the quote or engagement letter shall prevail over these Terms.

3.Formation of the Contract

The engagement is deemed accepted when the Client returns the signed quote, issues a matching purchase order, or confirms its agreement by any written means establishing consent.

Unless otherwise stated, the effective start of the engagement is conditional upon receipt of the deposit specified in the quote.

4.Nature of the Services

CYPRIUM CONSULTING acts as a consulting and support services provider. Services may include, without limitation: performance diagnostics, profitability analysis, cash-flow analysis, customer journey diagnostics, process simplification, strategic recommendations, action-plan design, preparation of steering and reporting tools, scoping and prioritization of actions, deployment follow-up, and decision support.

CYPRIUM CONSULTING does not act as a chartered accountant, statutory auditor, lawyer, bank, payment services provider, IT system administrator, or corporate officer of the Client, except under a specific written agreement and with appropriate authorization.

5.Quotes, Pricing and Validity

Prices are stated in euros, exclusive of tax, unless otherwise indicated. Applicable taxes are invoiced in accordance with prevailing regulations.

Quotes remain valid for the period stated therein. Absent any such indication, their validity period is thirty (30) calendar days from the date of issue.

Any service not included in the initial quote will be the subject of an additional quote or a written amendment.

6.Payment Terms

Payment terms are those set out in the quote or engagement letter. For fixed-fee engagements, CYPRIUM CONSULTING may schedule payment in installments: a deposit at the start, an interim payment upon validation of recommendations, and a final balance upon delivery of deliverables or completion of the agreed support.

Unless otherwise stated, invoices are payable upon receipt. No discount is granted for early payment.

Payments are made by bank transfer or any other method accepted by CYPRIUM CONSULTING.

7.Late Payment

Any late payment automatically triggers, without prior formal notice, late-payment penalties calculated at the rate specified on the invoice in accordance with applicable regulations, together with the statutory flat-rate compensation for collection costs of €40.

Where actual collection costs exceed this flat-rate compensation, CYPRIUM CONSULTING reserves the right to seek additional compensation upon justification.

In the event of late or non-payment, CYPRIUM CONSULTING may suspend performance of the engagement until the amounts due are paid in full, and such suspension shall not be considered a fault or give rise to any compensation in favor of the Client.

8.Obligations of CYPRIUM CONSULTING

CYPRIUM CONSULTING undertakes to perform its services with diligence, professionalism, and good faith, in accordance with standards applicable to consulting services.

Unless expressly stated otherwise, CYPRIUM CONSULTING is bound by a best-efforts obligation, not an obligation of result. Recommendations and action plans are based on information provided by the Client, findings made, and assumptions validated during the engagement.

9.Obligations of the Client

The Client undertakes to actively cooperate with CYPRIUM CONSULTING, to provide accurate, complete, and up-to-date information, to designate a point of contact, and to comply with agreed validation deadlines.

The Client remains solely responsible for its management decisions, implementation choices, and banking, accounting, legal, administrative, and technical access, as well as for any authorizations required to carry out the recommended actions.

Any delay by the Client in providing information, validating deliverables, or carrying out actions within its responsibility may result in a corresponding adjustment to the engagement schedule.

10.Deliverables and Validation

Deliverables are those described in the quote or engagement letter. They may be provided as a written document, dashboard, presentation, analysis grid, action plan, procedure, executive summary, or any other format suited to the engagement.

Unless otherwise stated, the Client has seven (7) business days from delivery of a deliverable to submit written comments. Absent comments within this period, the deliverable is deemed accepted.

Requests for changes falling outside the validated scope will be subject to an additional quote.

11.Limits of Intervention and Exclusions

Actions requiring access to bank accounts, payment tools, accounting software, banking contracts, administrative platforms, information systems, production tools, or the Client's signing authority remain the exclusive responsibility of the Client or its authorized service providers.

CYPRIUM CONSULTING may support the scoping, preparation, coordination, and follow-up of such actions, but does not act in place of the Client or its regulated or authorized service providers.

As an exception, CYPRIUM CONSULTING may carry out an action normally reserved to the Client where the Client has beforehand provided a signed letter of discharge expressly authorizing it to act in the Client's name and on its behalf within the scope specified in that document, and releasing CYPRIUM CONSULTING from any liability related to such delegated performance.

The following are excluded, unless otherwise specifically agreed in writing: bookkeeping/accounting production, individualized legal advice, drafting of complex legal instruments, tax or social security filings, bank configuration binding the Client, custom software development, technical administration of third-party tools, and day-to-day operational management of the Client's teams.

12.Data, Confidentiality and Trade Secrets

Each Party undertakes to keep confidential any non-public information received from the other Party in connection with the engagement, including financial, commercial, operational, customer, supplier, methodological, and strategic information.

This confidentiality obligation remains in effect throughout the contractual relationship and for five (5) years thereafter, unless otherwise required by law or requested by a competent authority.

13.Personal Data

Where the engagement involves the processing of personal data, the Parties undertake to comply with applicable regulations, including the General Data Protection Regulation (GDPR) and the French Data Protection Act (Loi Informatique et Libertés).

The Client remains responsible for processing carried out on its behalf and warrants that it holds the legal basis necessary to communicate and use the data transmitted to CYPRIUM CONSULTING.

Where the engagement requires significant processing of personal data on the Client's behalf, the Parties agree to enter into a data processing agreement or a specific GDPR appendix, if necessary.

14.Intellectual Property

The methods, models, frameworks, matrices, tools, know-how, templates, diagnostic structures, and pre-existing materials of CYPRIUM CONSULTING remain its exclusive property.

Upon full payment of the price, the Client is granted a non-exclusive, non-transferable, internal right to use the deliverables specifically produced for it, for the needs of its own business.

Any reproduction, distribution, resale, adaptation, or third-party disclosure of CYPRIUM CONSULTING's deliverables or methods is prohibited without prior written authorization.

15.Liability

CYPRIUM CONSULTING may not be held liable for the consequences of inaccurate, incomplete, or late information provided by the Client, nor for decisions made by the Client outside the validated recommendations.

The total liability of CYPRIUM CONSULTING, on any basis whatsoever, is limited to the amount actually collected, excluding tax, for the engagement concerned over the preceding twelve (12) months, except in cases of gross or willful misconduct.

CYPRIUM CONSULTING shall not be liable for indirect damages, loss of business, loss of revenue, loss of opportunity, reputational harm, or consequences arising from the involvement of third parties.

16.Cancellation, Postponement and Suspension

Any request for postponement or cancellation by the Client must be made in writing. Deposits already paid remain the property of CYPRIUM CONSULTING to the extent of work already performed, time reserved, and costs incurred.

In the event of late cancellation of a scheduled workshop, meeting, or intervention less than three (3) business days before the planned date, CYPRIUM CONSULTING reserves the right to invoice the reserved time or costs incurred.

In the event of a serious breach by either Party of its obligations, not remedied within fifteen (15) calendar days following written notice, the other Party may terminate the engagement, without prejudice to amounts owed for services already performed.

17.Force Majeure

Neither Party may be held liable for any delay or failure to perform resulting from an event of force majeure within the meaning of French law, including natural disaster, cyclone, major disruption, widespread network outage, administrative decision, public health crisis, fire, external strike, or prolonged unavailability of an essential service.

The affected Party shall inform the other Party as soon as possible, and the Parties shall jointly agree on the conditions for resuming or adapting the engagement.

18.Client References

Unless the Client objects in writing, CYPRIUM CONSULTING may reference the Client's trade name as a reference, without disclosing confidential information or non-public figures.

Any detailed communication, case study, testimonial, or mention of quantified results will be subject to the Client's prior agreement.

19.Governing Law and Dispute Resolution

These Terms are governed by French law.

In the event of a dispute, the Parties shall endeavor to reach an amicable resolution. Absent an amicable agreement within a reasonable time, the dispute shall be brought before the competent court under ordinary jurisdiction rules, unless a jurisdiction clause has been validly agreed between the parties as professionals.

20.Non-Application of Consumer Protection Law

21.Acceptance

The Client acknowledges having read these Terms and accepts them without reservation by signing the quote, the engagement letter, or any other contractual document referring to them.

For any question regarding these General Terms, you may contact us: