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": AI strategy consulting, implementation, training, and related professional services
• "Proposal": A detailed quotation describing the scope, deliverables, timeline, and pricing
• "Engagement": The contractual relationship formed upon acceptance of a Proposal

Scope of Application

These Terms apply exclusively to B2B relationships between Hyperion Consulting and professional clients. Consumer protection regulations do not apply. These Terms prevail over any conflicting terms in the Client's purchase orders or other documents unless explicitly agreed otherwise in writing.

B2B Exclusion — Consumer Withdrawal Rights

Electronic Contracting

In accordance with Articles 1366 and 1367 of the French Civil Code and Articles 25 et seq. of the LCEN (Law for Confidence in the Digital Economy, No. 2004-575), electronic signatures and electronic acceptances (including email confirmations) have the same legal validity as handwritten signatures. 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 retainer engagements.

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

Methodology

Services are delivered using our proprietary delivery methodology framework, adapted to each Client's context. Our approach combines strategic analysis, hands-on implementation, and knowledge transfer to ensure lasting impact.

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: strategic documents in PDF/presentation format, technical specifications in appropriate formats, and training materials in presentation or video format.

Review Period

Upon delivery, the Client has 10 business days to review deliverables and provide feedback. Reasonable revisions within the original scope are included. After the review period, deliverables are deemed accepted.

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 our pilot-to-production delivery methodology), 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.

Restrictions

• Deliverables may not be resold, sublicensed, or distributed to third parties without written consent
• 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
• Deliverables will be original work and will not infringe third-party intellectual property rights

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 for any claims arising from an engagement shall not exceed the total fees paid by the Client for that specific engagement.

Exclusions

Neither party shall be liable for indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, regardless of the cause of action.

Exceptions

The above limitations do not apply to: (a) breaches of confidentiality obligations; (b) infringement of intellectual property rights; (c) gross negligence or willful misconduct; or (d) liability that cannot be limited by law.

Termination for Convenience

Either party may terminate an engagement with 30 days' written notice. Upon termination, the Client shall pay for all services rendered and expenses incurred up to the termination date.

Termination for Cause

• Material breach not cured within 15 days of written notice
• Insolvency, bankruptcy, or cessation of business operations
• Failure to pay invoices within 60 days of due date

Effects of Termination

• All outstanding invoices become immediately due
• Each party shall return or destroy confidential information of the other party
• Provisions regarding confidentiality, IP, and liability survive termination

Definition

Neither party shall be liable for delays or failures in performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, government actions, pandemic, or infrastructure failures.

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.

No Waiver

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