The standard terms governing professional advisory and consulting services provided by Altis Nova SAS, incorporated by reference into each engagement agreement.
1.1. These Terms of Engagement ("Terms") govern all professional services ("Services") provided by Altis Nova SAS ("Altis Nova", "we" or "us") to the client identified in the applicable Engagement Letter or Statement of Work ("Client", "you").
1.2. Each engagement is defined by a separate Statement of Work ("SOW") or Engagement Letter setting out the specific scope, deliverables, timeline, fees and any special terms. Each SOW, together with these Terms, forms a distinct and binding agreement (the "Agreement").
1.3. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, proposals and representations, whether written or oral.
1.4. No variation of the Agreement is effective unless made in writing and signed by an authorised representative of each party.
2.1. Altis Nova shall perform the Services with reasonable skill and care, in accordance with the standards reasonably expected of a competent professional advisory firm.
2.2. The Services are advisory in nature. Unless the SOW expressly states otherwise, Altis Nova provides recommendations, designs and counsel; decisions on whether and how to act upon them remain the sole responsibility of the Client.
2.3. Any timelines, estimates or projected outcomes are made in good faith on the basis of information available at the time and do not constitute guarantees. Altis Nova does not warrant any particular commercial result.
2.4. Altis Nova may engage suitably qualified subcontractors or associates to assist in delivering the Services, provided that Altis Nova remains responsible for their work and binds them to confidentiality obligations no less protective than those in these Terms.
3.1. Fees are set out in the applicable SOW and may be structured as fixed fee, time-and-materials at agreed rates, or retainer, as specified.
3.2. Unless stated otherwise, fees are exclusive of applicable sales tax, value-added tax (VAT) or equivalent, which shall be added where chargeable.
3.3. The Client shall reimburse reasonable, pre-approved out-of-pocket expenses (such as travel and accommodation) incurred in the performance of the Services, supported by appropriate documentation.
3.4. Where the scope of an engagement materially changes at the Client's request, Altis Nova may adjust fees and timelines through a written change order, agreed before the additional work proceeds.
4.1. Altis Nova shall invoice as set out in the SOW, or, in the absence of such provision, monthly in arrears.
4.2. Invoices are payable within thirty (30) days of the invoice date, in the currency stated on the invoice.
4.3. Overdue amounts may accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law if lower, from the due date until payment is received in full.
4.4. The Client may not withhold or set off any amount due except where required by law or expressly agreed in writing. Disputed portions of an invoice must be notified within fifteen (15) days; undisputed portions remain payable when due.
5.1. The Client shall provide Altis Nova with timely access to the information, personnel, systems, premises and decisions reasonably required to perform the Services.
5.2. The Client is responsible for the accuracy and completeness of information it provides. Altis Nova is entitled to rely on such information without independent verification unless the SOW provides otherwise.
5.3. The Client shall designate an authorised representative empowered to provide instructions, approve deliverables and make decisions on the Client's behalf.
5.4. Delays attributable to the Client may affect timelines and fees, and Altis Nova shall not be liable for any consequence of such delay.
6.1. Background IP. Each party retains ownership of all intellectual property it owned prior to, or develops independently of, the engagement ("Background IP").
6.2. Deliverables. Subject to full payment of all fees due, Altis Nova assigns to the Client the intellectual property rights in the bespoke deliverables specifically created for the Client under the SOW ("Deliverables").
6.3. Altis Nova materials. Altis Nova retains ownership of its methodologies, frameworks, tools, templates, know-how and any pre-existing or independently developed materials used in delivering the Services, and grants the Client a non-exclusive, perpetual licence to use such materials solely to the extent embedded within the Deliverables and for the Client's internal business purposes.
6.4. Altis Nova may use the general knowledge, experience and skills acquired during an engagement in the course of providing services to other clients, provided it does not disclose the Client's Confidential Information.
7.1. Each party ("Receiving Party") shall keep confidential all non-public information disclosed by the other ("Disclosing Party") that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information").
7.2. The Receiving Party shall use Confidential Information solely for the purposes of the Agreement, shall not disclose it to any third party except to personnel and subcontractors with a need to know who are bound by equivalent obligations, and shall protect it with no less than reasonable care.
7.3. The obligations in this clause do not apply to information that is or becomes public other than through breach, was lawfully known before disclosure, is independently developed, or is lawfully obtained from a third party without restriction.
7.4. A party may disclose Confidential Information to the extent required by law or regulatory authority, provided it gives reasonable prior notice where lawful to do so.
7.5. The confidentiality obligations survive termination of the Agreement for a period of five (5) years, save that trade secrets remain protected for so long as they qualify as such under applicable law.
8.1. Each party shall comply with all applicable data-protection laws, including, where relevant, the EU and UK General Data Protection Regulation and the California Consumer Privacy Act.
8.2. Where Altis Nova processes personal data on behalf of the Client in the course of the Services, the parties shall enter into a Data Processing Addendum setting out the subject matter, duration, nature and purpose of processing, and the applicable technical and organisational security measures.
8.3. Altis Nova maintains an information-security programme following industry good practice and applies appropriate safeguards to personal data under its control. Our processing of personal data is further described in our Privacy Policy.
9.1. Altis Nova warrants that it will perform the Services with reasonable skill and care and in a professional and workmanlike manner.
9.2. Except as expressly stated in the Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise, are excluded to the fullest extent permitted by law, including any implied warranty of merchantability or fitness for a particular purpose.
10.1. Nothing in the Agreement limits or excludes either party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded.
10.2. Subject to clause 10.1, neither party shall be liable to the other for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, anticipated savings, business, goodwill or data, however arising, whether in contract, tort (including negligence) or otherwise.
10.3. Subject to clauses 10.1 and 10.2, Altis Nova's total aggregate liability arising out of or in connection with an engagement, whether in contract, tort or otherwise, shall not exceed the total fees paid by the Client to Altis Nova under the relevant SOW in the twelve (12) months preceding the event giving rise to the liability.
10.4. The Client acknowledges that the allocation of risk in this clause is reflected in the fees and is a fundamental basis of the parties' bargain.
11.1. The Client shall indemnify Altis Nova against all losses, liabilities, costs and expenses arising from the Client's misuse of any Deliverable, from information supplied by the Client that is inaccurate or infringing, or from the Client's breach of the Agreement or of applicable law.
12.1. The Agreement commences on the effective date of the SOW and continues until the Services are completed or the Agreement is otherwise terminated.
12.2. Either party may terminate an engagement for convenience by giving thirty (30) days' written notice, unless the SOW provides otherwise.
12.3. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within fifteen (15) days of notice, or becomes insolvent or unable to pay its debts as they fall due.
12.4. On termination, the Client shall pay for all Services properly performed and expenses incurred up to the effective date of termination. Clauses concerning intellectual property, confidentiality, data protection, liability, indemnity and governing law survive termination.
13.1. During an engagement and for twelve (12) months thereafter, neither party shall knowingly solicit for employment any individual directly involved in the engagement on behalf of the other party, save through general advertising not specifically targeted at such individuals.
14.1. Neither party shall be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental action, or failure of utilities or telecommunications. The affected party shall notify the other promptly and use reasonable efforts to mitigate the effect.
15.1. Independent contractor. Altis Nova provides the Services as an independent contractor. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.
15.2. Assignment. Neither party may assign or transfer the Agreement without the other's prior written consent, save to a successor in connection with a merger or sale of substantially all of its assets.
15.3. Notices. Notices must be in writing and sent to the addresses stated in the SOW, and are deemed received on delivery if hand-delivered, or two business days after dispatch if sent by recognised courier.
15.4. Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.
15.5. Waiver. No failure or delay in exercising any right operates as a waiver of it.
15.6. Third-party rights. A person who is not a party to the Agreement has no right to enforce any of its terms.
15.7. Counterparts. The Agreement may be executed in counterparts, including by electronic signature, each of which is deemed an original.
16.1. The Agreement and any dispute or claim arising out of or in connection with it are governed by and construed in accordance with the laws of France, without regard to its conflict-of-laws principles.
16.2. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives. Any dispute not so resolved within thirty (30) days shall be submitted to the exclusive jurisdiction of the competent courts of Paris, France. The parties may alternatively agree in the Engagement Letter to refer the dispute to confidential, binding arbitration seated in Paris and conducted in English or French under the Rules of Arbitration of the International Chamber of Commerce (ICC).