Introduction
These Terms and Conditions (the “Agreement”) govern the provision of consulting services by LPP, a company registered in Paris, France, specializing in business and legal consultancy (hereinafter referred to as “LPP” or “Consultant”). By engaging LPP’s consulting services, you, the “Client,” agree to comply with and be bound by the terms and conditions outlined herein. This Agreement is a legally binding contract between LPP and the Client.
1. Definitions
1.1 “LPP” refers to the company LPP, a business and legal consulting firm registered under the laws of France.
1.2 “Client” refers to the individual, corporation, or entity seeking business or legal advice from LPP under the terms of this Agreement.
1.3 “Services” refers to the business and legal consulting services provided by LPP to the Client, including but not limited to advisory, strategic planning, contract review, and regulatory compliance.
1.4 “Consultant” refers to the LPP advisor(s) responsible for providing consulting services to the Client.
1.5 “Deliverables” refers to any reports, analyses, advice, documents, or other outputs provided by LPP to the Client as part of the Services.
2. Scope of Services
2.1 Description of Services: LPP provides business and legal consulting services to assist Clients in making informed decisions regarding their business operations, strategies, and legal obligations. The specific scope of the Services will be defined in a written agreement or statement of work (“SOW”) executed between LPP and the Client prior to the commencement of any services.
2.2 Customization: LPP’s services are tailored to the Client’s unique business needs and may include, but are not limited to, the following:
– Business strategy formulation and review
– Legal compliance consulting
– Contract drafting and analysis
– Risk management advisory
– Regulatory guidance
2.3 No Legal Representation: While LPP provides legal advice and consultancy services, it does not act as legal counsel for litigation or legal representation in court unless explicitly agreed upon in writing. LPP’s role is advisory, and Clients are responsible for implementing any recommendations provided by LPP.
3. Client Responsibilities
3.1 Information Sharing: The Client agrees to provide LPP with accurate, complete, and timely information necessary for the provision of the Services. LPP shall not be liable for any errors, delays, or omissions caused by incomplete or inaccurate information provided by the Client.
3.2 Decision-Making: The Client acknowledges that all business and legal decisions remain the sole responsibility of the Client. LPP’s advice and recommendations are intended to assist the Client in making informed decisions but do not absolve the Client of its responsibility to conduct independent assessments.
3.3 Compliance: The Client agrees to comply with all applicable laws and regulations related to its business activities. LPP is not responsible for ensuring the Client’s compliance with legal or regulatory requirements unless such compliance is part of the agreed scope of Services.
4. Fees and Payment
4.1 Fee Structure: Fees for consulting services will be outlined in the statement of work or agreement between LPP and the Client. Fees may be based on hourly rates, flat fees, or retainer agreements, depending on the nature of the Services.
4.2 Payment Terms: Invoices for services rendered will be issued in accordance with the terms specified in the agreement or SOW. Payment is due within 30 days from the date of the invoice unless otherwise agreed in writing.
4.3 Late Payment: In the event of late payment, LPP reserves the right to charge interest at the rate of 1.5% per month (or the maximum amount permitted by law) on any unpaid balance. LPP may also suspend or terminate Services if payment is not received in a timely manner.
4.4 Expenses: Any out-of-pocket expenses incurred by LPP in the provision of Services, including but not limited to travel, accommodations, and materials, shall be reimbursed by the Client unless otherwise stated in the agreement.
5. Confidentiality
5.1 Confidential Information: LPP agrees to keep confidential all non-public information shared by the Client in connection with the Services (the “Confidential Information”). LPP will not disclose any Confidential Information to third parties without the Client’s prior written consent, except as required by law.
5.2 Exceptions: The obligation of confidentiality does not apply to information that is (i) publicly available, (ii) already known to LPP prior to the Client’s disclosure, (iii) independently developed by LPP without reference to the Client’s Confidential Information, or (iv) disclosed pursuant to a court order or other legal obligation.
5.3 Non-Use: LPP agrees not to use the Client’s Confidential Information for any purpose other than the provision of the Services.
6. Intellectual Property
6.1 Ownership: All deliverables, reports, recommendations, or other materials provided by LPP in connection with the Services (“Work Product”) shall remain the intellectual property of LPP unless otherwise agreed in writing.
6.2 License to Client: LPP grants the Client a non-exclusive, non-transferable license to use the Work Product solely for the purposes outlined in the Agreement or SOW. The Client may not distribute, modify, or commercially exploit the Work Product without the prior written consent of LPP.
6.3 Client Materials: The Client shall retain ownership of all documents, data, or other materials provided to LPP in connection with the Services.
7. Term and Termination
7.1 Term: The term of this Agreement shall commence on the effective date specified in the statement of work or agreement and shall continue until the Services are completed unless terminated earlier in accordance with this section.
7.2 Termination for Convenience: Either party may terminate this Agreement for any reason upon 30 days’ written notice to the other party.
7.3 Termination for Cause: Either party may terminate this Agreement immediately if the other party (i) materially breaches any provision of this Agreement and fails to cure such breach within 10 days of receiving written notice, or (ii) becomes insolvent or files for bankruptcy.
7.4 Effect of Termination: Upon termination, the Client shall pay LPP for all Services rendered and expenses incurred up to the effective date of termination. The Client’s obligation to pay any outstanding fees shall survive termination.
8. Limitation of Liability
8.1 Disclaimer: LPP makes no guarantees or warranties, express or implied, as to the outcomes of the Services provided. The Client acknowledges that business and legal advice are subject to numerous factors outside LPP’s control, and the results of such advice may vary.
8.2 Limitation of Liability: In no event shall LPP be liable for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, arising out of or in connection with the Services, even if LPP has been advised of the possibility of such damages.
8.3 Aggregate Liability: LPP’s total liability under this Agreement shall not exceed the amount of fees paid by the Client for the specific Services giving rise to the claim.
9. Force Majeure
9.1 Definition: LPP shall not be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, strikes, or governmental actions.
9.2 Notification: LPP will promptly notify the Client if a force majeure event occurs and will use reasonable efforts to mitigate its effects.
10. Governing Law and Dispute Resolution
10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of France, without regard to its conflict of law principles.
10.2 Dispute Resolution: The parties agree to resolve any disputes arising under this Agreement through negotiation. If the dispute cannot be resolved amicably, the parties shall refer the matter to mediation.
10.3 Jurisdiction: Any unresolved disputes shall be submitted to the exclusive jurisdiction of the courts of Paris, France.
11. Miscellaneous
11.1 Amendments: No modification or amendment of this Agreement shall be effective unless made in writing and signed by both parties.
11.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.3 Assignment: The Client may not assign or transfer its rights or obligations under this Agreement without LPP’s prior written consent.
11.4 Entire Agreement: This Agreement, along with any statements of work, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral.
By engaging LPP’s consulting services, the Client acknowledges and agrees to these Terms and Conditions.