These Terms of Sale ("Terms") govern the contractual relationship between Pelorus ("the Provider") and any client ("the Client") subscribing to a consulting service from Pelorus.
1. Scope
These Terms apply to all consulting, analysis, study, and coaching services provided by Pelorus. They prevail over any other document, including the Client's purchase conditions, unless expressly waived in writing by the Provider.
2. Quotation and order
Every engagement is preceded by a written quote, valid for 30 days from issuance. Acceptance by the Client (signed return or email validation) constitutes a firm order and unreserved acceptance of these Terms.
3. Fees and invoicing terms
Prices are in euros, exclusive of VAT. The applicable VAT rate is the one in force at the date the quote is issued.
Fees are fixed and forfait-based, excluding pre-approved out-of-pocket costs. They are set at quote stage and cannot be modified after acceptance, except via a signed amendment. Pelorus does not receive any variable compensation, success fee, finder's fee, equity kicker, BSA, warrant, rebate, or any income indexed on the Client's subscription to third-party financial, banking or insurance products, nor on the completion of any fundraising, sale, merger, acquisition or financing transaction.
Exceptional costs (travel outside Île-de-France, sub-contracting with Client approval) are re-invoiced at actual cost on receipts, after written pre-approval.
4. Payment
- Deposit per the schedule shown on the quote (50% / 40-30-30 / 100% on order depending on engagement)
- Balance upon delivery of the main deliverable
- Bank transfer within 30 days of invoice
- No discount for early payment
For professional clients (B2B), late payment triggers penalties equal to three times the legal interest rate, plus a fixed recovery indemnity of €40 (articles L.441-10 and D.441-5 of the French Commercial Code).
For consumer clients (B2C), default interest is due at the legal rate in force (article 1231-6 of the French Civil Code).
5. Timelines
Timelines indicated in the quote are given as estimates and exceeding them does not give rise to damages. Pelorus nevertheless commits to inform the Client of any significant delay and to propose a new schedule.
6. Obligations
Pelorus commits to:
- Carry out the engagement with rigor, independence, and loyalty
- Maintain strict confidentiality on all information shared
- Deliver the agreed elements in the agreed formats
- Document its methodology to allow audit of conclusions
The Client commits to:
- Provide information and documents necessary for the engagement, in good time
- Designate a single contact for the engagement
- Pay due amounts per agreed terms
7. Ownership and circulation of deliverables
Subject to full payment of the fees, the Client becomes owner of the material deliverables (reports, Excel models, slides, notes) and holder of a perpetual internal-use license over the intellectual content produced. The Provider retains the freedom to use its methodologies, tools and know-how for other clients.
Deliverables produced under an engagement (investor deck, business plan, valuation note, info memo, Q&A grid, financial models) are handed to the Client for the exclusive purpose of internal preparation. Their circulation, partial or full, to any investor, lender or third party falls under the Client's sole responsibility. The Provider cannot be held liable for any use made beyond the internal-preparation scope defined above, except in case of gross or wilful misconduct by the Provider, or breach of an essential obligation depriving the contract of its substance (art. 1170 of the French Civil Code).
The Client undertakes not to resell deliverables or distribute them publicly without the Provider's written consent.
8. Confidentiality
The parties commit to strict confidentiality on all exchanged information. This obligation survives the end of the engagement for 5 years. A specific NDA may be signed at the Client's request.
9. Liability
Pelorus performs its engagements with diligence and best industry practices. However, given the advisory nature of the services, Pelorus is bound to a best-efforts obligation, not a results obligation.
Pelorus's liability, on whatever ground, is expressly limited to the total tax-excluded amount invoiced to the Client for the relevant engagement. Pelorus cannot be held liable for indirect damages (loss of revenue, lost opportunity, etc.) tied to the Client's use of the deliverables.
Pelorus holds professional indemnity insurance (RC Pro) subscribed with an insurer licensed in France. Insurance details can be provided upon request.
10. Provider status
The Provider (Pelorus) declares that it is not a Financial Investment Advisor within the meaning of Art. L.541-1 of the French Monetary and Financial Code (CMF), not an Investment Services Provider within the meaning of Art. L.531-1 CMF, and not registered with ORIAS for banking and financial canvassing (Art. L.341-1 CMF). Pelorus is furthermore neither a chartered accountant within the meaning of French Ordinance no. 45-2138 of 19 September 1945, nor a lawyer within the meaning of French Law no. 71-1130 of 31 December 1971.
Pelorus's engagements (strategy, finance, AI & automation) are strategic consulting missions for information and operational purposes. Fees are fixed forfait (excluding pre-approved out-of-pocket costs). No variable compensation, success fee or kickback indexed on the Client's subscription to third-party financial, banking or insurance products, or on the completion of any fundraising, sale, merger, acquisition or financing transaction.
Any investment, legal structuring or subscription decision on a financial, banking or insurance product remains exclusively the Client's responsibility, who shall consult a licensed professional before any binding decision.
11. Termination
In case of serious breach by either party, the other may terminate the contract after a formal notice that goes unanswered for 30 days. Amounts due for work already completed remain payable.
12. Personal data
Personal data processing is governed by our privacy policy.
13. Applicable law and jurisdiction
These Terms are subject to French law. Pelorus serves exclusively professional clients (companies, operating executives, investment funds, holding companies) acting within their business activity. Accordingly, the courts of Paris shall have exclusive jurisdiction over any dispute relating to the formation, performance, or interpretation of these Terms.