General Terms and Conditions of Business

These Terms apply to services ordered from MSI CONSULTING AND INVESTMENT by a Client acting for business or professional purposes. They cover project advisory, business development, digital strategy, technical advisory and prototyping, and professional executive advisory. They are not intended for consumers acting outside a business or professional activity.

• Signing a quotation or contract constitutes acceptance of Terms previously supplied
• A written request to start work after receipt of the Terms confirms the order on the agreed basis
• Any exception must be expressly accepted by MSI in writing

If documents conflict, they apply in the following order: signed specific terms or contract, accepted quotation or commercial proposal, any assignment schedule or annex, then these Terms. Client purchasing terms, purchase-order wording or internal procedures prevail only where MSI has expressly accepted them in writing.

• Operational instructions or emails do not change price or scope without MSI’s written agreement
• Negotiated terms override these Terms only on the points they expressly address
• Marketing materials and website content are not standalone contractual promises

Unless stated otherwise, an MSI proposal is valid for thirty days. An order becomes firm when the quotation or contract is accepted and the requested deposit has been received. No project slot, resource or start date is finally reserved until MSI has received all required prerequisites.

• MSI may make the start conditional on payment of the deposit and receipt of required information
• MSI may decline an assignment in the event of a conflict of interest, legal, ethical or security risk, or lack of available capacity
• The start date is confirmed according to availability when the start conditions are met

MSI is responsible only for services expressly described in the contractual documents. Anything not listed is out of scope. Unless expressly agreed otherwise, MSI analyses, advises, structures and may create limited prototypes; the Client and its providers remain responsible for decisions, operational execution, deployment and production use.

• No implied obligation to provide full delivery or day-to-day operational management
• Assumptions, dependencies and exclusions in the quotation are contractual scope conditions
• Third-party implementation remains the responsibility of the relevant provider

The Client provides accurate, complete and lawfully shareable information on time, appoints an authorised contact and arranges access to the people and resources required. Unless an audit is expressly included, MSI may rely on information supplied without independently verifying it in full.

• The Client must promptly disclose errors, omissions or changes that could affect the analysis
• The Client warrants that it has the necessary rights to materials, data and content supplied to MSI
• Consequences of late, incomplete or inaccurate information are not attributable to MSI

Timelines are indicative unless a firm date is expressly agreed. Client delays in supplying information, approvals, access or payment extend MSI deadlines by at least an equivalent period and may require rescheduling according to MSI availability. A meeting or workshop cancelled less than two business days before the agreed time remains chargeable and any replacement date is subject to availability.

• A Client delay exceeding five business days may require full rescheduling
• Remobilisation time caused by a Client-driven interruption may be charged
• MSI is not responsible for delays caused by third parties, technical dependencies or external approvals outside its control

Any request changing scope, assumptions, format, number of meetings, volume of documents, timing or level of detail may lead to revised fees and timing. MSI remains free to accept or decline an expansion of scope based on capacity and constraints.

• Additional work starts only after agreement on its terms
• Where no additional fixed fee is agreed, MSI may charge extra time at the rate communicated to the Client
• Original deadlines are adjusted to reflect scope extensions

Fees are stated exclusive of taxes, with applicable taxes added. Unless specific terms provide otherwise, MSI may request a 50% deposit on order, invoice interim stages or time committed during the assignment, and withhold source, editable or transferable files until all due amounts are paid. MSI may require full payment on order for short or lower-value assignments.

• Services are priced by quotation according to their nature, scope, complexity and resources required; any day or hourly rates used are stated in the proposal
• Invoices are payable by bank transfer within fifteen calendar days unless otherwise stated
• No discount, rebate or early-payment reduction applies unless MSI agrees otherwise in writing
• The Client may not make a disputed withholding or set-off against an MSI invoice; any set-off required by mandatory law remains unaffected

Any amount unpaid when due automatically bears late-payment interest at the European Central Bank refinancing rate most recently applied plus ten percentage points, together with the statutory fixed €40 recovery charge. Additional recovery costs may be claimed where properly evidenced and permitted by law.

• Following written notice that remains unpaid, MSI may suspend the assignment until full payment
• A suspension for non-payment automatically extends deadlines without liability for MSI
• In the event of repeated or material default, MSI may require payment of due and upcoming milestones before resuming

Unless the quotation provides a different period, the Client has five business days after delivery of an item intended for approval to send one consolidated set of specific reservations tied to the agreed scope. If no reasoned reservations are received within that period, the item is deemed accepted. Use, onward transmission to a provider or implementation also constitutes acceptance, subject to mandatory law.

• Feedback must be consolidated by the Client’s designated contact
• The number of revision rounds included is the number stated in the quotation
• Additional revisions or new requests may be charged

A firm order reserves MSI capacity. If the Client cancels without MSI fault, services already performed, non-cancellable commitments and incurred costs remain payable. The deposit is applied to these amounts and reserved capacity. A cancellation charge also applies to the remaining fixed-fee portion: 30% when cancellation occurs more than ten business days before the planned intervention, 50% within ten business days, and 75% within three business days or after the relevant work has started, capped at the remaining contract balance.

• A postponement exceeding thirty days may be treated as a cancellation followed by a new scheduling exercise
• Replacement dates are subject to MSI availability
• Non-recoverable third-party commitments incurred for the assignment remain fully payable

MSI may suspend all or part of an assignment for non-payment, serious lack of cooperation, failure to meet prerequisites, unlawful instructions, security or confidentiality concerns, abusive conduct, or a legal or ethical risk directly connected with the assignment. Where a breach can be remedied, MSI may require cure within a reasonable period before termination.

• Fees for work performed and commitments already made remain payable
• Restarting after suspension is subject to availability and may require rescheduling
• MSI may terminate immediately where continuing would reasonably expose MSI or a third party to unlawful conduct or a serious security risk

MSI’s services are provided on a reasonable-endeavours basis. MSI applies the professional care agreed for the assignment but does not guarantee commercial, financial, technical, regulatory, search-ranking, funding, turnaround or other outcomes that depend on decisions, markets, third parties or external factors.

• Recommendations reflect information available at the time of analysis
• Final decisions and implementation remain with the Client
• Future outcomes may depend on factors outside MSI’s control

Unless expressly agreed and delivered by a suitably qualified professional, MSI does not provide legal, tax, accounting, medical, psychological or regulated investment advice. The Client remains responsible for obtaining specialist advice where needed. MSI Executive Advisory is professional decision support and not medical or psychological care.

MSI retains ownership of its methods, know-how, templates, frameworks, tools, libraries, generic components, analytical methods and pre-existing materials, including where used during an assignment. After full payment, the Client receives the licence or usage rights expressly stated in the quotation for assignment-specific deliverables; if no specific grant is stated, the Client receives a non-exclusive, non-transferable, perpetual licence for its own internal business purposes and for implementation by providers acting on its behalf.

• No transfer of intellectual property rights is implied
• Resale, provision to third parties for their own use, reuse as a commercial template or sublicensing requires MSI’s written consent
• Any specific assignment of economic rights must be expressly defined and may be separately priced

A prototype, demonstrator or code example is intended to test, illustrate or hand over a concept within a defined scope. Unless expressly stated, it is not production-ready. Security review, load testing, integration, deployment, maintenance and production compliance remain the responsibility of the appropriately qualified teams appointed by the Client.

• Third-party and open-source components remain subject to their own licences
• Source files are supplied only where the contract provides for them and after full payment
• No future compatibility with third-party services, APIs or software is guaranteed unless specifically agreed in writing

Each party protects information identified as confidential or which should reasonably be understood to be confidential by its nature. Unless a different period is agreed, this duty applies during the assignment and for five years after it ends; trade secrets remain protected for as long as they retain that status.

• MSI may retain an archival copy where necessary for evidence, compliance or defence of legal rights
• MSI may reuse general know-how, methods and non-confidential or anonymised learning from its experience
• The Client’s name or logo is used as a public reference only with consent

Each party complies with the data-protection duties applicable to it. Unless MSI expressly processes personal data on the Client’s behalf, each party acts as an independent controller for its own purposes. Where MSI is to act as processor, roles, instructions and required safeguards are agreed before processing begins.

• The Client warrants the lawfulness of collection and disclosure of personal data supplied to MSI
• Sensitive or highly regulated data must not be supplied without prior agreement on appropriate safeguards
• MSI may suspend processing where an instruction appears unlawful or presents a serious security risk

MSI may use subcontractors, software, cloud services and professional digital-assistance tools under its contractual responsibility where required for the assignment. This may include AI-assisted tools for research, drafting, prototyping, code or quality control, subject to restrictions stated in the quotation and applicable confidentiality and data-protection obligations.

• The Client may request a specific restriction to be stated in the quotation before ordering
• MSI will not knowingly submit identifiable confidential information to an external generative-AI service without safeguards compatible with applicable commitments
• AI-assisted outputs remain subject to MSI professional review and responsibility within the agreed scope

Subject to mandatory law, MSI is liable only for direct and foreseeable loss caused by a breach attributable to MSI. Loss of revenue, margin, profit, opportunity, anticipated savings, reputation, business interruption and consequences of decisions or implementation by the Client or third parties are excluded. MSI’s aggregate liability for an assignment is capped at the amount of fees excluding tax actually paid to MSI for the assignment directly giving rise to the loss.

• The cap does not apply where liability cannot lawfully be limited, including where applicable in cases of gross or intentional fault
• MSI is not liable for consequences of inaccurate, incomplete or late information supplied by the Client or a third party
• MSI is not liable for acts, omissions, services, software or infrastructure of third parties outside MSI’s control

Neither party is liable for failure caused by force majeure under French law. Affected obligations are suspended for the duration of the impediment. If an unforeseeable change of circumstances makes part of the assignment excessively costly or materially different from what was agreed, the parties will seek to adjust price, scope or timing; if no agreement is reached within a reasonable period, MSI may terminate the affected part while invoicing work performed and commitments already made.

Electronic communications, electronic signatures, email approvals, transmission logs and digital copies may be used as evidence to the extent permitted by law. The Client must ensure that its assignment contact has authority to give the operational approvals required.

• Operational approval alone does not authorise additional budget or scope without MSI agreement
• Any change of Client contact must be notified promptly

If a provision is invalid or unenforceable, the remaining provisions continue to apply to the fullest extent permitted. MSI’s failure to exercise a right immediately is not a waiver. The version of these Terms supplied and accepted when the order is placed governs that assignment; a later website update does not amend an existing contract without agreement.