Terms of Sale

Definitions

• "Provider": Hyperion Consulting SASU, a French company registered under SIRET 948 041 710 00013
• "Client": Any legal entity or professional engaging Hyperion Consulting's services
• "Services": Product management and product leadership services for Physical AI, Industrial AI and software-defined products, as described in section 2 and scoped in the Proposal
• "Proposal": A detailed quotation describing the scope, deliverables, timeline, and pricing
• "Engagement": The contractual relationship formed upon acceptance of a Proposal
• "Working day": Monday to Friday, excluding public holidays in metropolitan France

Scope of Application

These Terms apply exclusively to B2B relationships between Hyperion Consulting and professional clients. Consumer protection regulations do not apply, except where the law extends them to professionals, as set out below. Particular terms expressly accepted in the Proposal prevail over these Terms. If the Client applies its own purchasing terms, the parties settle the points of conflict in writing before the Proposal is accepted; failing that, the incompatible clauses of the two documents have no effect, as Article 1119 of the French Civil Code provides.

Right of Withdrawal — Contracts Between Professionals

Electronic Contracting

Subject to the formalities the law requires for certain contracts, the Proposal may be accepted by electronic signature or by an email that unambiguously expresses the agreement of a person authorised to bind the Client. The evidential value of an electronic record or signature depends in particular on the identification of its author and on the integrity of the document, under Articles 1366 and 1367 of the French Civil Code and Regulation (EU) No 910/2014 (eIDAS); only a qualified electronic signature has, as of right, the legal effect of a handwritten signature. Accepted proposals and signed contracts are archived electronically for a minimum period of 10 years and are made available upon request.

Service Categories

Service Customisation

Each engagement is tailored to the Client's specific needs. The exact scope, deliverables, and approach are defined in individual Proposals.

Engagement Process

• 1Fit call to understand Client needs and objectives
• 2Scoping session to define engagement parameters
• 3Detailed Proposal submission with scope, deliverables, timeline, and investment
• 4Client review and any necessary adjustments
• 5Written acceptance and engagement commencement

Proposal Validity

Unless otherwise stated, Proposals are valid for 30 days from the date of issue. After this period, Hyperion Consulting reserves the right to revise the terms.

Acceptance

Engagements are formed upon written acceptance of a Proposal by the Client. Acceptance may be via signed proposal, email confirmation, or purchase order referencing the Proposal.

Scope Modifications

Any changes to the agreed scope require written agreement from both parties. Additional work outside the original scope will be quoted separately.

Invoicing

Invoices are issued according to the payment schedule defined in the Proposal. Typical arrangements include advance payment for initial phases, milestone-based payments, or monthly billing for recurring engagements. For a contract covered by Article L221-3 of the French Consumer Code (see section 1), no payment, including a deposit, is requested or collected before seven days have passed since the contract was concluded, and the statutory model withdrawal form accompanies the Proposal.

Payment Terms

Unless otherwise specified in the Proposal, payment is due within 30 days of invoice date. Payment shall be made by bank transfer to the account specified on the invoice.

Late Payment

Early Payment

No discount is granted for early payment.

Price Information

Where the price of a service cannot be set in advance, the Proposal states the method used to calculate it; Hyperion Consulting provides a detailed quotation on request.

Methodology

Services are delivered using the Hyperion Physical AI Product System, adapted to each Client's context. The work combines analysis, decision support, knowledge transfer and, where the Proposal names it, implementation work.

Service Delivery

Services may be delivered remotely, on-site at Client premises, or in a hybrid format as agreed in the Proposal. Travel expenses for on-site work are invoiced separately unless included in the fixed fee.

Client Cooperation

Successful delivery requires active Client participation. The Client agrees to provide timely access to relevant personnel, systems, data, and facilities as reasonably required. Delays caused by lack of Client cooperation may result in timeline extensions and additional costs.

Timeline

Indicative timelines are provided in Proposals. Actual delivery depends on engagement complexity and Client responsiveness. Hyperion Consulting will communicate proactively about any timeline adjustments.

Deliverable Format

Deliverables are provided in professional formats appropriate to their nature: decision memoranda, reviews and plans as documents or presentations, technical specifications in appropriate formats, and any implementation work named in the Proposal in the form agreed there.

Review Period

From the delivery of a complete and accessible deliverable, the Client has 10 working days to review it and to notify in writing, specifically, what does not conform to the Proposal. Reasonable revisions within the original scope are included. If no reasoned objection is raised within that period, the deliverable is accepted as regards its apparent defects. Material non-conformities reported within the period are corrected at no extra cost, and the corrected elements have a further review period of 10 working days. Acceptance does not deprive the Client of its remedies for defects that could not be detected during the review, nor of the intellectual property warranty in section 9.

Acceptance Criteria

Deliverables are considered accepted when they substantially conform to the specifications in the Proposal. Minor deviations that do not materially affect the utility of the deliverable do not constitute grounds for rejection.

Pre-existing IP

Each party retains ownership of its pre-existing intellectual property. Hyperion Consulting's methodologies, frameworks (including the Hyperion Physical AI Product System), tools, and know-how remain the exclusive property of Hyperion Consulting.

Client Deliverables

Upon full payment, the Client receives a perpetual, non-exclusive license to use deliverables created specifically for their engagement for their internal business purposes. This license does not include the right to sublicense or commercialize the deliverables. The Client may, however, share deliverables in confidence, without separate permission, with its professional advisers, auditors, insurers, investors or lenders, and with suppliers it engages to implement or continue the work, provided each recipient is bound by a duty of confidentiality. Where a deliverable is intended to be incorporated into a product or service that the Client supplies to others, the rights needed for that use — a wider license or an assignment — are set out in the Proposal; nothing in these Terms prevents the parties from agreeing them there. Full payment means the amounts that remain owed after the closing account of section 11, excluding fees that have been cancelled or refunded.

Restrictions

• Deliverables may not be resold, sublicensed, or distributed to third parties without written consent, other than the confidential sharing permitted under "Client Deliverables" above
• Hyperion Consulting may use anonymized insights and learnings from engagements to improve its methodologies
• Hyperion Consulting may reference the Client as a client (without disclosing confidential details) unless the Client objects in writing

Confidentiality Obligations

Both parties agree to maintain strict confidentiality of all non-public information shared during the engagement. This includes business strategies, technical specifications, financial information, and any other sensitive data.

Duration

Confidentiality obligations survive the termination of the engagement and continue for a period of 5 years, unless the information becomes publicly available through no fault of the receiving party.

Exceptions

• Information already in the public domain
• Information independently developed without use of confidential information
• Information received from a third party without confidentiality obligations
• Information required to be disclosed by law or regulatory authority

Provider Warranties

• Services will be performed with professional skill and care consistent with industry standards
• Personnel assigned to engagements possess appropriate qualifications and experience

Intellectual Property Warranty

Hyperion Consulting warrants that it holds the rights needed to supply the deliverables and to grant the Client the rights set out in section 7 and in the Proposal. It warrants that the parts of the deliverables it has itself authored are its own work and are not copied from a third party's protected work; the use of an artificial intelligence tool to produce them does not, by itself, take them out of this warranty. Hyperion Consulting identifies the third-party material it incorporates and its licences, and answers for its own selection and integration choices and for compliance with the licence obligations that fall on it. To Hyperion Consulting's knowledge at the date of delivery, the Client's use of the deliverables as the Proposal provides does not infringe a third party's intellectual property right. Hyperion Consulting carries out no prior-rights searches, including patent searches, and no freedom-to-operate study, unless the Proposal names one as a deliverable.

This warranty does not cover: (a) material, data, specifications or instructions supplied by the Client or on its behalf; (b) third-party and open-source components, which Hyperion Consulting identifies in the deliverable or in the Proposal and which are supplied under their own licence terms; (c) changes made to a deliverable by anyone other than Hyperion Consulting; (d) the combination of a deliverable with material that Hyperion Consulting did not supply, where the claim would not have arisen without that combination; (e) use of a deliverable outside the scope or purpose set in the Proposal. These exclusions apply only to the extent that the claim results from the excluded material, change, combination or use; they do not cover an infringement that already existed in the deliverable as Hyperion Consulting handed it over, a combination the Proposal provides for, or Hyperion Consulting's own errors in selecting, licensing or integrating a component.

If a Third Party Makes a Claim

If a third party claims that a part of a deliverable covered by this warranty infringes its rights, the Client tells Hyperion Consulting in writing without delay, makes no admission, and lets Hyperion Consulting lead the defence and any settlement, with the Client's reasonable help; late notice reduces what Hyperion Consulting bears only to the extent of the harm the delay causes, and the Client may take the urgent steps needed to preserve its rights. No settlement imposes on the Client an admission, a payment or an obligation to do or not to do something without its written agreement. Hyperion Consulting, at its choice and expense, modifies or replaces the part so that it no longer infringes, obtains the right for the Client to keep using it, or, if neither is reasonably possible, refunds the fees paid for that part and for the other parts of the deliverable that the infringement makes unusable, and cancels the corresponding fees still owed. Hyperion Consulting also bears the reasonable costs of defence and the damages awarded against the Client by a final court decision, or agreed in a settlement Hyperion Consulting has approved, within the limit set in section 10; refunds of fees do not count towards that limit.

Limitations

Client Representations

• The Client has authority to enter into the engagement and perform its obligations
• Information provided to Hyperion Consulting is accurate and complete to the best of the Client's knowledge
• The Client will use deliverables and recommendations in compliance with applicable laws

Liability Cap

Hyperion Consulting's total liability arising from an engagement, on any legal basis, is limited to the fees, excluding VAT, paid and payable by the Client for that engagement. For a recurring engagement, the limit is the fees paid and payable for the twelve months before the event giving rise to the claim, and no less than the fees agreed for the first monthly period of the engagement. Refunds and repayments of fees under these Terms are not damages and do not count towards the limit. The Proposal may set a different limit.

Higher Limit for Confidentiality and Intellectual Property

For a breach of the confidentiality obligations in section 8, and for third-party claims covered by the intellectual property warranty in section 9, the limit is two times the amount above or, if higher, the amount that Hyperion Consulting's liability insurer actually pays for that claim. This higher limit replaces the general limit for those claims and is not added to it; the defence costs Hyperion Consulting bears count towards it.

Excluded Losses

The parties agree that neither is liable to the other for indirect loss, whatever the legal basis. Loss of profit, loss of business opportunity or loss of data is not excluded merely because of its nature: where it is a direct, certain and foreseeable loss, it remains recoverable within the limits of this section. The reasonable costs of restoring data and the amounts borne under the intellectual property warranty in section 9 are not excluded losses.

Where No Limit Applies

The limits and exclusions above do not apply to gross or wilful misconduct (faute lourde or faute dolosive), to bodily injury, or to any liability that the law does not allow to be limited or excluded.

Termination for Convenience

Either party may end an engagement with 30 days' written notice. On termination the Client pays for the services performed and the expenses incurred up to the termination date. These rights are exercised without prejudice to the mandatory rules on ending an established commercial relationship. Where the Proposal provides for a standalone first milestone, either party may decide in writing, when it is completed, not to proceed further, with no other notice, and no later work is started without written agreement. The two rules below, "Early Stop" and "Interruption", apply in the cases they describe and take precedence over this paragraph and over the 60-day period in section 12.

Early Stop

The Client may stop an engagement at any time by written notice, with effect on the date it names or, failing that, on receipt. Hyperion Consulting's own notice remains 30 days.

Product Decision Review: if the Client stops the Review, it owes the price of the work actually performed at the stop date, which Hyperion Consulting documents against the stages of the Proposal, plus the expenses already committed with its agreement that cannot be cancelled. Until the parties have confirmed the date of the executive readout in writing, that amount cannot exceed the deposit and the balance is not due. After that confirmation, the balance is due in full only if the draft decision memorandum has been delivered to the Client; otherwise only the share of the balance that corresponds to the work performed is due. Confirming the date therefore does not, by itself, make the balance payable. The deposit is credited against those amounts and Hyperion Consulting refunds within 30 days anything paid beyond them. If Hyperion Consulting ends the Review for a reason other than the Client's breach, or if the Client ends it because of Hyperion Consulting's breach, Hyperion Consulting keeps only the price of the work performed that is useful to the Client and refunds the rest within the same period.

Product Leadership Mission and Executive Product Leadership: fees are owed up to the stop date only, and none are owed for any period after it. Time-based fees are charged for the time actually worked, at the agreed rate. Monthly fees are prorated on the service days the Proposal sets for the month or, if it sets none, on the working days of the month that have passed at the stop date. No fee is owed for a period of suspension or for service not provided because Hyperion Consulting was unavailable. For a fixed fee or a milestone, the amount owed is the price of the milestones completed plus the share of the work in progress at the stop date, which Hyperion Consulting documents. Expenses already committed with the Client's agreement that cannot be cancelled remain owed.

Where the Client has a statutory right of withdrawal (section 1), that right and its effects apply first.

Interruption

If the founder of Hyperion Consulting is unable to carry on an engagement, for example because of illness or incapacity, for more than ten consecutive working days or in a way that makes an agreed date impossible to keep, Hyperion Consulting, or the person acting for it, tells the Client as soon as it is able to and gives the Client access to the working records of the engagement as they stand. Those records are handed over as they stand, with no promise that they are complete or fit for a use that has not been validated, and handing them over is not acceptance. It removes neither Hyperion Consulting's responsibility nor the warranties of section 9 for the work completed and paid for, nor the commitments on confidentiality and personal data. The Client may use them at once under the license of section 7 and have the work continued by a supplier bound by confidentiality, without waiting for the closing account. The Client may then suspend the engagement or end it by written notice with immediate effect, without the 30-day notice. Hyperion Consulting refunds, within 30 days of the end of the engagement, the fees paid in advance for work not performed, calculated as under "Early Stop". For a Product Decision Review ended under this rule, Hyperion Consulting keeps only the value of the work delivered, whether or not the readout date has been confirmed, and the balance is not due. No substitute consultant is promised.

Termination for Cause

• Material breach not cured within 15 days of written notice
• Actual cessation of business that makes performance impossible, subject to the mandatory rules that apply to insolvency proceedings: the opening of safeguard, reorganisation or liquidation proceedings is not, by itself, a ground for termination
• Failure to pay an invoice that is due, persisting 60 days after the due date, after a formal demand that has had no effect for 15 days

Closing Account and Refunds

When an engagement ends, whatever the cause, Hyperion Consulting draws up a documented closing account and refunds within 30 days any amount paid in advance beyond what is owed, whether it was paid as a deposit or as a balance. Where the engagement ends because of Hyperion Consulting's non-performance or because it cannot be carried on, including under the "Interruption" rule, refunds follow Article 1229 of the French Civil Code: Hyperion Consulting keeps the price of work performed or handed over only if that work is useful to the Client independently of the completion of the engagement. A statutory withdrawal keeps its own rules, including its refund period (section 1). Refunds are not limited by section 10.

Effects of Termination

• The amounts owed under this section become immediately due. Where the "Early Stop" or "Interruption" rule applies, only the amounts that rule leaves owed are due, and an invoice issued for more is reduced accordingly
• Each party returns or destroys the other party's confidential information, except the deliverables the Client keeps under licence and the copies strictly needed to meet a legal obligation or as evidence, which remain confidential; personal data processed on the Client's behalf follows first the clauses of section 13
• Provisions regarding confidentiality, IP, and liability survive termination

Definition

Neither party is liable for a delay or a failure to perform caused by force majeure within the meaning of Article 1218 of the French Civil Code: an event beyond the control of the party concerned, which could not reasonably have been foreseen when the contract was concluded, whose effects cannot be avoided by appropriate measures and which prevents that party from performing its obligation. A natural disaster, war, terrorism, a labour dispute, a government decision, a pandemic or an infrastructure failure may be examples, but none of these events is automatically force majeure.

Obligations

The affected party must promptly notify the other party and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than 60 days, either party may terminate the affected engagement without penalty. A temporary impediment suspends the obligation concerned, unless the delay justifies ending the contract; a permanent impediment has the effects the law provides. The 60-day period is an additional option and limits neither those effects nor the rights in section 11. Where the event is the founder's inability to carry on an engagement, the "Interruption" rule in section 11 applies and the Client does not have to wait for this period.

No Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

Personal Data

Each party complies with the data protection law that applies to it. Where an engagement requires Hyperion Consulting to process personal data on the Client's behalf, the parties sign, before that processing starts, the standard contractual clauses between controllers and processors adopted by the European Commission in Implementing Decision (EU) 2021/915, with their annexes completed for the engagement. They are attached to the Proposal. Those clauses then form part of the engagement and prevail over these Terms for the processing they cover. Hyperion Consulting does not process personal data on the Client's behalf until they are signed.