General Terms and Conditions of Service (B2B)

Article 1 – Scope of Application

In accordance with Article L. 441-1 of the French Commercial Code, these General Terms and Conditions of Sale (GTC) constitute the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which:

Esprit d’Entreprendre Savoie – SARL
Siret: 49789299200023
Registered office: 334 RUE NICOLAS PARENT 73000 CHAMBERY

Acting under a Contrat d’Appui au Projet d’Entreprise (CAPE), on behalf of the business operated under the trade name A.MLM CONSEIL (the “Provider”), provides professional clients (“The Clients” or “The Client”) with the following Services:

Strategic advisory, support, and methodology transfer in the fields of digital strategy, brand management, and the reasoned integration of Artificial Intelligence (AI).

The services include, but are not limited to:

  • Digital Strategy & Brand Management: Brand identity clarification, digital ecosystem audit, strategic decision support, and content strategy.
  • AI for Strategy & Operations: Identification of AI needs, selection of generative AI tools, strategic prompting support, and reasoned automation.
  • Strategic Team Support: Structuring workflows, clarifying standards, and continuous improvement.
  • Training & Knowledge Transfer: Bespoke training modules and operational empowerment.

Services are defined as an obligation of means (obligation de moyens). The Provider is not bound by any obligation of result (obligation de résultat), particularly regarding commercial performance or economic turnover.

Article 2 – Orders

2.1. Orders are only finalized upon the establishment of a quote (devis) and the express written acceptance of the Client’s order by the Provider.

2.2. Modifications must be requested in writing at least ten (10) business days before the service start date and require the Provider’s express agreement.

2.3. Deposit: All orders require a deposit of fifty percent (50%) of the total amount, payable upon ordering. The mission begins only after the effective receipt of this deposit.
In the event of cancellation by the Client less than fifteen (15) calendar days before the scheduled start, the deposit shall be retained by the Provider.

Article 3 – Pricing

3.1. General Rates: Service rates are those in effect on the day of the order, as defined in the quote, commercial proposal, or specific contract accepted by the Client. Prices are expressed in Euros, excluding taxes (HT).

3.2. Scope Adjustments: Any modification to the initially agreed scope of services—notably due to additional requests from the Client, changes in objectives, constraints, or execution conditions—may lead to a price revision.

  • Supplementary Quotes: Any change in scope will require a supplementary quote or an amendment (avenant), specifying the new financial terms and, if applicable, deadline adjustments.
  • Refusal of Work: In the absence of a written agreement between the parties, the Provider is not obligated to perform any additional services requested.
  • Exclusion: Any service not expressly provided for in the initial quote is strictly excluded from the contractual scope.

3.3. Expenses: Unless otherwise stated, rates do not include travel, accommodation, or meal expenses, which will be billed additionally upon justification.

Article 4 – Payment Terms

4.1. Payment Deadlines Services are invoiced according to the conditions defined in the quote, commercial proposal, or specific contract accepted by the Client. Unless expressly agreed otherwise, invoices are payable in Euros by bank transfer according to the following schedule:

  • 50% upon ordering, as a deposit;
  • The remaining balance upon completion of the service, or according to the schedule provided in the quote.

As specified in the deposit article, the mission shall only begin upon effective receipt of the deposit. Invoices are payable upon receipt, or within a specific timeframe expressly mentioned on the invoice, not to exceed thirty (30) days from the date of issue, in accordance with Article L.441-10 of the French Commercial Code.

4.2. Late Payment Penalties Any delay in payment shall automatically, and without prior notice, result in:

  • Late payment penalties calculated based on the European Central Bank’s most recent refinancing rate plus ten (10) percentage points;
  • A fixed recovery indemnity of forty (40) Euros, in accordance with Article D.441-5 of the French Commercial Code.

If the recovery costs incurred exceed this fixed indemnity, the Provider reserves the right to request additional compensation upon justification.

4.3. Suspension of Services In the event of late payment, the Provider expressly reserves the right to suspend the performance of ongoing services immediately, without the Client being able to claim any prejudice or seek compensation.

4.4. No Set-off (Absence de compensation) Unless the Provider has given express, prior, and written consent, no set-off may be validly performed by the Client between any penalties for delay or non-conformity and the sums owed by the Client to the Provider for the purchase of said Services.

Article 5 – Service Delivery Procedures

The services are provided starting from the receipt of the duly accepted order form or quote, accompanied by the effective payment of the required deposit.

  • Deadlines: Delivery times mentioned in the quote are indicative. They depend on the nature of the services, the availability of necessary information, and the Client’s responsiveness. These are not mandatory deadlines (délais de rigueur).
  • Liability for Delay: The Provider shall not be held liable for delays not exceeding thirty (30) calendar days, provided the delay is not exclusively attributable to the Provider.
  • Client Fault: The Provider’s liability shall in no case be engaged in the event of delay or suspension caused by the Client (lack of information, late validations, unavailability, or scope changes) or by force majeure.
  • Location: Services are provided primarily remotely. For in-person interventions, any change in location or specific Client requests will result in additional billing for travel and accommodation costs.
  • Complaints: In the absence of written and reasoned reservations issued by the Client within fifteen (15) calendar days following the provision of services, the services shall be deemed compliant with the order.

Article 6 – Provider’s Liability – Warranty

The Provider operates under an obligation of means.

  • No Guarantee of Result: Given the intellectual and strategic nature of the services, the Provider does not guarantee any specific result, including but not limited to commercial performance, turnover, visibility, or economic impact.
  • Limitation of Liability: The Provider’s liability can only be engaged in the case of proven fault or negligence and is strictly limited to direct damages. Any indirect or consequential loss (loss of turnover, customers, or image) is expressly excluded.
  • Financial Cap: In any event, the Provider’s global financial liability is expressly limited to the total amount (excluding taxes) actually paid by the Client for the services concerned.
  • Exclusions: The Provider is not liable for decisions made by the Client based on recommendations, nor for the consequences of using third-party tools or AI solutions.

Article 7 – Intellectual Property Rights

The Provider remains the exclusive owner of all intellectual property rights related to studies, analyses, methodologies, and deliverables created during the mission.

  • Usage Rights: Upon full payment, the Client receives a non-exclusive, non-transferable, and limited right to use the deliverables solely for internal business needs.
  • Prohibitions: Any reproduction, distribution, or commercial exploitation for third parties is strictly prohibited without prior written authorization.

Article 8 – Personal Data & AI Tools

8.1. Data Processing Personal data collected from Clients is processed by the Provider. It is recorded in the Client file and is essential for order processing. This information is also kept for security purposes to comply with legal and regulatory obligations. The Data Controller is the Provider. Access to personal data is strictly limited to the Data Controller and, if applicable, to third parties contractually bound to the business for the performance of subcontracted tasks, in compliance with applicable legislation.

8.2. Use of Artificial Intelligence Tools As part of certain services, the Provider may present, recommend, or use Artificial Intelligence tools, notably Generative AI, for analysis, illustration, demonstration, or strategic support purposes.

  • The Provider agrees not to use these tools to process, transmit, or exploit confidential, sensitive, or strategic Client data, except at the Client’s express request and in compliance with the terms of use of the tools concerned.
  • The Client remains solely responsible for decisions regarding the actual use of AI tools within their organization, as well as the data they choose to integrate.
  • The Provider cannot be held liable for results generated by third-party AI tools, nor for consequences related to their use, evolution, unavailability, or operating conditions, which are the sole responsibility of the publishers of these solutions.

8.3. Client Rights In accordance with applicable regulations, the Buyer has the right of access, rectification, erasure, and portability of their data, as well as the right to object to processing for legitimate reasons. These rights may be exercised by contacting the Provider at the following email address: ariane@amlmconseil.com. In the event of a complaint, the Client may contact the CNIL (Commission Nationale de l’Informatique et des Libertés).

Article 9 – Unforeseeability (Imprévision)

These GTC expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the French Civil Code. Each party agrees to perform its obligations even if the contractual balance is upset by unpredictable circumstances, even if such performance becomes excessively expensive.

Article 10 – Forced Execution – Termination

By express derogation from Articles 1221, 1222, and 1223 of the French Civil Code, the Parties agree that in the event of a breach, the victim of the breach cannot seek forced execution in kind, nor have the obligation performed by a third party at the defaulting party’s expense.

Article 11 – Exception for Non-Performance

In accordance with Article 1219 of the French Civil Code, each Party may refuse to perform its obligations if the other Party does not perform theirs and if this breach is sufficiently serious. This can also be applied preventively (Article 1220) if a future breach is manifest.

Article 12 – Force majeure

Parties are not liable if non-performance results from force majeure (Article 1218 of the French Civil Code). If the impediment exceeds thirty (30) days, the contract may be terminated by operation of law (de plein droit).

Article 13 – Termination (Résolution)

13.1. Termination by Operation of Law: The contract may be terminated immediately for:

  • Non-payment: Failure to pay the deposit or an invoice after a formal notice remains unsuccessful for 8 days.
  • Lack of Cooperation: Repeated refusal by the Client to provide necessary documents.
  • Damage to Image: Behavior seriously harming the Provider’s reputation. 13.2. Consequences: Services performed until the termination date will be invoiced immediately. The deposit and sums for completed phases remain definitively acquired by the Provider.

Article 14 – Disputes

Parties agree to seek an amicable solution before any legal action. This attempt is a mandatory prerequisite. If no agreement is reached within thirty (30) days, the dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Chambéry (73), France.

Article 16 – Language – Governing Law

These GTC are governed exclusively by French law. They are drafted in French. In the event of translation, only the French text shall prevail in case of dispute.

Article 17 – Client Acceptance

The Client expressly agrees to these GTC and waives the right to invoke any contradictory document, including their own purchasing conditions.

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