Terms of sale

These general terms and conditions of sale (the "Terms") govern all services provided by BURIZA ("Harmondale"), a Simplified joint-stock company (SAS) under French law, whose registered office is at 229 rue Saint-Honoré, 75001 Paris, France, registered with the Paris Trade and Companies Register under number 930 929 252 (the "Provider"), to any professional client (the "Client").

Any order for services implies the Client's unreserved acceptance of these Terms. They prevail over any other document from the Client, including its general purchasing conditions, unless otherwise agreed in writing in advance by the Provider.

The Provider delivers consulting, audit, and advisory services relating to the optimization of the return on investment of artificial-intelligence tools. The exact scope, deliverables, and terms of each engagement are defined in the quote or proposal accepted by the Client.

The Provider is bound by a best-efforts obligation (obligation de moyens) in performing its services, to the exclusion of any obligation to achieve a specific result.

Each engagement is the subject of a quote or commercial proposal specifying the description of the services, their price, and how they will be performed. Unless stated otherwise, quotes are valid for thirty (30) days from their date of issue.

The contract is formed on the date the Provider receives the quote signed by the Client, or any equivalent written acceptance (including by email).

Prices are expressed in euros and stated in the quote. As the Provider benefits from the French VAT exemption (VAT exemption (Article 293 B of the French General Tax Code), no intra-community VAT number), prices are exclusive of VAT: "VAT not applicable, Article 293 B of the French General Tax Code".

Unless otherwise stated in the quote, invoices are payable within thirty (30) days of their date of issue, by bank transfer.

In accordance with Article L441-10 of the French Commercial Code, any late payment automatically incurs late-payment penalties equal to three (3) times the statutory interest rate, together with a fixed recovery indemnity of forty (40) euros, without prejudice to any other compensation.

The Client undertakes to cooperate actively with the Provider and to provide, in a timely manner, all information, access, and documents required for the proper performance of the services. The Client is responsible for the accuracy of the information it provides.

Any delay or failure by the Client to make these elements available may result in a postponement of the performance deadlines, without the Provider's liability being incurred.

Performance deadlines are indicative and stated in the quote. A reasonable overrun of these deadlines may not give rise to damages, nor justify cancellation of the order.

Deliverables provided to the Client are intended for its internal use. The Provider retains ownership of its pre-existing methods, know-how, tools, and models used during the engagement.

Unless otherwise agreed in writing, usage rights to the deliverables are granted to the Client after full payment of the price of the services.

Each party undertakes to keep confidential the information disclosed by the other party during the engagement and not to disclose it to third parties without prior authorization, for the duration of the contract and for two (2) years after its termination.

The Provider's liability may only be incurred in the event of proven fault and is limited to the direct and foreseeable damage suffered by the Client. In any event, the total amount of compensation owed by the Provider may not exceed the amounts actually received for the engagement concerned.

The Provider cannot be held liable for decisions made by the Client on the basis of the recommendations provided, nor for indirect damage such as loss of operations, loss of data, or commercial harm.

As the services are provided to professional clients for the purposes of their business, the right of withdrawal provided for by the French Consumer Code does not apply.

The Provider processes the Client's personal data in compliance with Regulation (EU) 2016/679 (GDPR). For any question relating to the processing of its data, the Client may write to contact@harmondale.io.

Neither party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code and the case law of the French courts.

In the event of a serious breach by either party of its obligations, not remedied within thirty (30) days of a formal notice that has remained without effect, the other party may terminate the contract by operation of law, without prejudice to any damages.

These Terms are governed by French law. In the event of a dispute, the parties will endeavor to reach an amicable solution before any legal action.

Failing an amicable agreement, any dispute relating to their validity, interpretation, or performance will be submitted to the competent courts within the jurisdiction of Paris.