General Terms and Conditions of Service

1.Purpose

The purpose of these General Terms and Conditions is to define the conditions under which CYPRIUM CONSULTING provides services in the fields of consulting, diagnosis, analysis, scoping, operational support, decision support, process optimisation, commercial performance, customer experience, data analysis and the pragmatic integration of artificial intelligence.

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

2.Contractual documents

The applicable contractual documents are, in decreasing order of precedence: the signed quotation or commercial proposal; the engagement letter, where applicable; these General Terms and Conditions; and any ancillary document expressly approved in writing by the Parties.

In the event of any inconsistency between these documents, the specific provisions of the quotation or engagement letter shall prevail over these General Terms and Conditions.

By way of exception to the preceding paragraph, the provisions of Articles 13 (personal data), 14 (intellectual property) and 15 (liability) of these General Terms and Conditions shall apply in all cases. They may be departed from only by a written clause expressly identifying the article concerned and the departure agreed.

3.Formation of the contract

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

Unless otherwise stated, the effective commencement of the engagement is conditional upon receipt of the down payment provided for in the quotation.

4.Nature of the services

CYPRIUM CONSULTING acts as a provider of consulting and support services. The services may include, without limitation: performance diagnosis, profitability analysis, cash-flow analysis, customer journey review, process simplification, strategic recommendations, action plans, preparation of management reporting materials, scoping and prioritisation of actions, implementation follow-up and decision support.

CYPRIUM CONSULTING does not act as a chartered accountant, statutory auditor, lawyer, credit institution, payment service provider, systems administrator or corporate officer of the Client, save by specific written agreement and subject to the appropriate authorisations.

5.Quotations, prices and validity

Prices are stated in euros excluding taxes, unless otherwise specified. Applicable taxes are invoiced in accordance with the regulations in force.

Quotations remain valid for the period stated on the quotation. Failing such indication, their validity is set at thirty calendar days from the date of issue.

Any service not provided for in the initial quotation shall be the subject of a supplementary quotation or a written amendment.

6.Payment terms

Payment terms are those set out in the quotation or engagement letter. For fixed-fee engagements, CYPRIUM CONSULTING may provide for staged payments: a down payment on commencement, an interim payment on approval of the recommendations, and the balance on delivery of the deliverables or on completion of the agreed implementation support.

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

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

7.Late payment

Any late payment shall automatically, and without prior formal notice, give rise to late-payment interest calculated on the gross amount of the unpaid invoice, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points. That rate may not be lower than three times the French statutory interest rate in force. The applicable rate is stated on each invoice.

In addition, a statutory fixed indemnity for recovery costs of forty euros shall automatically become payable.

Where recovery costs actually incurred exceed the fixed indemnity, CYPRIUM CONSULTING reserves the right to claim further compensation upon presentation of supporting evidence.

In the event of late payment or non-payment, CYPRIUM CONSULTING may suspend performance of the engagement until all sums due have been paid in full, without such suspension constituting a breach or giving rise to any right to compensation for the Client.

8.Obligations of CYPRIUM CONSULTING

CYPRIUM CONSULTING undertakes to perform its services with due care, professionalism and good faith, in accordance with the standards of the consulting profession.

Unless expressly agreed otherwise, CYPRIUM CONSULTING is bound by an obligation of means (obligation de moyens) under French law — that is, an undertaking to apply all reasonable skill and care — and not by an obligation to achieve a specified result (obligation de résultat). Recommendations and action plans are based on the information provided by the Client, the findings made and the assumptions validated during the engagement.

9.Obligations of the Client

The Client undertakes to cooperate actively with CYPRIUM CONSULTING, to provide accurate, complete and up-to-date information, to appoint a point of contact, and to observe the agreed approval deadlines.

The Client remains solely responsible for its management decisions, its implementation choices, its banking, accounting, legal, administrative and technical access rights, and for obtaining the authorisations required to carry out the recommended actions.

Any delay by the Client in providing information, approving deliverables or carrying out actions falling within its responsibility may result in a rescheduling of the engagement timetable.

10.Deliverables and approval

The deliverables are those described in the quotation or engagement letter. They may be provided in the form of a written document, dashboard, presentation, analysis framework, action plan, procedure, executive summary or any other format suited to the engagement.

Unless otherwise stated, the Client has seven working days from delivery of a deliverable to submit written comments. Failing comments within that period, the deliverable is deemed approved.

Change requests falling outside the approved scope shall be the subject of a supplementary quotation.

11.Scope limitations and exclusions

Actions requiring access to the Client's bank accounts, payment tools, accounting software, banking agreements, administrative portals, information systems, production tools or signing authority shall be carried out exclusively by the Client or by its duly authorised providers.

CYPRIUM CONSULTING may assist with the scoping, preparation, coordination and follow-up of such actions, but does not substitute itself for the Client or for its regulated or authorised providers.

By way of exception, CYPRIUM CONSULTING may carry out an action normally reserved to the Client where the Client has previously provided a signed letter of release expressly authorising it to act in the Client's name and on the Client's behalf within the scope specified in that document, and releasing it from any liability arising from such delegated performance.

The following are in particular excluded, save by specific written agreement: accounting production; individual legal advice; drafting of complex legal instruments; tax or social security filings; banking configuration binding on the Client; bespoke software development; technical administration of third-party tools; and day-to-day operational management of the Client's teams.

Also excluded from the scope of these General Terms and Conditions are the grant of rights to use software published by CYPRIUM CONSULTING and the provision of hosted services. Those services are governed by separate agreements, the provisions of which prevail over these General Terms and Conditions in all matters concerning them.

12.Data, confidentiality and trade secrets

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

This confidentiality obligation applies throughout the term of the contractual relationship and for five years after its termination, save where disclosure is required by law or by a competent authority.

13.Personal data

Where the engagement involves the processing of personal data on behalf of the Client, the Client acts as controller and CYPRIUM CONSULTING as processor within the meaning of the General Data Protection Regulation.

In such case, the Parties shall enter into, prior to any processing, a data processing agreement compliant with Article 28 of the General Data Protection Regulation, appended to the quotation or engagement letter. That agreement shall specify in particular the subject matter and duration of the processing, the nature of the operations carried out, the categories of data and of data subjects, the retention periods, the security measures, the arrangements for assisting with data subject requests, the notification deadlines in the event of a personal data breach, and the fate of the data at the end of the engagement.

The Client warrants that it has the legal bases required for the communication and use of the data transmitted, and that it has complied with its information obligations towards the data subjects.

Where the engagement involves the use of data analysis or artificial intelligence tools, CYPRIUM CONSULTING shall inform the Client in advance of the technical providers used, the location of the processing and, where applicable, the legal framework applicable to any transfer outside the European Union. No personal data of the Client shall be transmitted to any such tool without the Client's prior written consent, nor used for model training.

CYPRIUM CONSULTING shall not engage any sub-processor without having first informed the Client, who may object in writing, stating reasons, within fifteen days.

14.Intellectual property

The methods, models, frameworks, matrices, tools, know-how, standard materials, diagnostic structures, software and pre-existing elements of CYPRIUM CONSULTING remain its exclusive property, irrespective of their incorporation into or adaptation within a deliverable.

Upon full payment of the price, the Client is granted an internal, non-exclusive and non-transferable right to use the deliverables produced specifically for it, for the purposes of its own business. That right of use extends only to the deliverables of the consulting engagements defined in Article 4. It confers no right whatsoever in software published by CYPRIUM CONSULTING or in hosted services, the use of which is governed exclusively by a separate agreement and limited to the term provided for therein.

Feedback, suggestions and improvement requests made by the Client during the engagement may be freely incorporated into the methods, tools and software of CYPRIUM CONSULTING, without consideration, joint ownership or restriction of use.

Any reproduction, distribution, resale, adaptation or making available to third parties of the deliverables or methods of CYPRIUM CONSULTING is prohibited without prior written authorisation.

15.Liability

CYPRIUM CONSULTING shall not be liable for the consequences of inaccurate, incomplete or late information provided by the Client, nor for decisions taken by the Client outside the approved recommendations.

The total liability of CYPRIUM CONSULTING, on all grounds combined, is limited to the amount excluding taxes actually received in respect of the engagement concerned during the twelve months preceding the triggering event, save in the case of gross negligence or wilful misconduct (faute lourde ou dolosive). This limitation applies irrespective of the wording used in the quotation or engagement letter, in accordance with Article 2 of these General Terms and Conditions.

CYPRIUM CONSULTING shall not be liable for indirect damage, loss of profits, loss of turnover, loss of opportunity, damage to reputation, or consequences arising from the involvement of third parties.

CYPRIUM CONSULTING declares that it holds valid professional indemnity insurance. A certificate is provided to the Client on request.

16.Cancellation, postponement and suspension

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

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

In the event of a material breach by a Party of its obligations, not remedied within fifteen calendar days of written notice, the other Party may terminate the engagement, without prejudice to sums due in respect of services already performed.

17.Force majeure

Neither Party shall be liable for any delay or non-performance resulting from an event of force majeure within the meaning of French law, including in particular natural disaster, cyclone, major blockade, generalised network failure, administrative decision, health crisis, fire, external strike, or prolonged unavailability of an essential service, in particular a hosting, telecommunications or electricity supply service.

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

18.Client references

Unless the Client objects in writing, CYPRIUM CONSULTING may cite 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 shall be subject to the Client's prior agreement.

19.Governing law and dispute resolution

These General Terms and Conditions are governed by French law.

In the event of a dispute, the Parties shall endeavour to reach an amicable solution within thirty calendar days of the first written notification.

Failing an amicable settlement within that period, and the Client acting in a business capacity, the Parties expressly agree that any dispute relating to the formation, interpretation, performance or termination of the contract shall fall within the exclusive jurisdiction of the Commercial Court of Pointe-à-Pitre (Tribunal de commerce de Pointe-à-Pitre), including in the event of multiple defendants, warranty claims or urgent proceedings.

20.Client's business capacity

21.Acceptance and applicable version

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

The General Terms and Conditions applicable to an engagement are those in force on the date the corresponding quotation is accepted. They are identified by their version number and effective date. CYPRIUM CONSULTING retains each version and provides a dated copy on request. Any subsequent amendment to the General Terms and Conditions has no effect on engagements already accepted.

22.Language

These General Terms and Conditions are published in French and in English. The English version is a translation provided for convenience only. The French version, Conditions Générales de Prestation de Services, is the sole binding text: in the event of any discrepancy, ambiguity or difficulty of interpretation between the two versions, the French version shall prevail.

Should you have any question regarding these General Terms and Conditions, please contact us using the details below.