Article 1 — General Provisions and Scope

1.1 These General Terms and Conditions (the “T&Cs”) govern all services provided by SALVEO SAS, a company incorporated under French law with a share capital of EUR 211,000, registered with the Paris Trade and Companies Register under number 440 193 688, with its registered office at Immeuble Rezo, 22 Rue Georges Picquart, 75017 Paris (“Salveo”), to its corporate clients (the “Client”).

1.2 These T&Cs apply to both of Salveo’s service lines: (i) international development consulting services (market studies, partner and acquisition target identification, sales administration, prospecting, training), and (ii) Employer of Record (EOR) and international employment contract portage services, where Salveo acts as legal employer for the benefit of the Client.

1.3 Any order for services constitutes unreserved acceptance of these T&Cs, which shall prevail over any other Client document, save for express, written and prior derogation by Salveo.

1.4 Salveo operates within the “code of fair practices” of SYNTEC (French professional services federation).

Article 2 — Contractual Documents and Hierarchy

2.1 The contractual relationship between Salveo and the Client is governed, in decreasing order of priority, by:
(i) the applicable Engagement Letter (for Consulting) or Master Service Agreement (MSA) (for EOR), and any amendments thereto;
(ii) the applicable Statement of Work (SOW) or specific engagement letter;
(iii) the most recent Commercial Proposal signed by the Client;
(iv) these T&Cs;
(v) any prior non-disclosure agreement (NDA), within its confidentiality scope.

2.2 In case of conflict, the higher-ranking document prevails, save for express contrary provision of a subsequently signed document.

Article 3 — Effective Date and Term

3.1 The contract enters into force on the date of last signature of the Commercial Proposal, Engagement Letter or SOW, following the Client’s express acceptance of these T&Cs.

3.2 The effective start of work takes effect upon receipt by the Salveo office in charge of the relevant materials (documentation, samples, briefings, deposit payment where applicable) and upon kick-off.

3.3 The term is specified in the Engagement Letter, SOW or MSA. Failing such specification, the contract ends upon completion of the Services. À défaut, le contrat prend fin à l’achèvement des Prestations.

Article 4 — Salveo’s Obligations

Salveo undertakes to:

4.1 Deploy all means necessary to perform the Services properly, it being understood that (unless otherwise provided in the Engagement Letter or SOW) the Services are best-efforts obligations, save for clearly defined deliverables which constitute result obligations. In EOR services, Salveo acts under a result obligation for payroll, statutory filings and HR administration, subject to Client funding.

4.2 Provide the Client with a dedicated contact (mission director or Account Manager) to monitor the Services.

4.3 Comply with the indicative schedule attached to the Commercial Proposal and inform the Client of any significant delay.

4.4 Remain objective and independent throughout the engagement. Salveo will notify the Client of any information likely to cast doubt on the value of continuing the engagement.

4.5 Maintain the confidentiality of information communicated by the Client, in accordance with Article 8.
4.6 Destroy or return at the end of the engagement any documents or files entrusted by the Client, unless otherwise instructed.

Article 5 — Client’s Obligations

The Client undertakes to:

5.1 Grant Salveo exclusivity over the actions covered by the Services for the duration of the contract, unless otherwise agreed in writing, to avoid market interference.

5.2 Comply with the indicative schedule and inform Salveo of any delay.

5.3 Provide Salveo with all information and materials necessary (brochures, samples, pricing, briefings) within the agreed timeframe. Delivery of these items is at the Client’s expense, unless otherwise indicated.

5.4 Complete and return within the prescribed time any document delivered for quality monitoring (project sheet, quality questionnaire, deliverable validation).

5.5 Comply with the financial terms set out in the Commercial Proposal and Article 15.

5.6 Not disclose to third parties Salveo’s methods (approach, questionnaires, methodologies), the contractual documents (quotes, proposals, fee structures) or the results of Salveo’s work.

5.7 In EOR matters, the Client undertakes to pay Salveo all costs relating to setup, normal operation and termination of the local employment contract(s) of the Resource Person(s), including indemnities and costs relating to any employee claim. The Client acknowledges remaining the functional employer of the Resource Persons and bears all consequences of instructions given to them.

5.8 Disclose any information likely to give rise to a conflict of interest, reputational risk or sanctions/anti-bribery risk before the start of the engagement and throughout its execution.

Article 6 — Non-Solicitation and Non-Circumvention

6.1 During the term of the contract and for a period of twenty-four (24) months following the end of the Services, the Client undertakes not to, directly or indirectly, solicit, engage or contract with any Salveo employee, correspondent, network member or subcontractor having taken part in the Services, save for Salveo’s written consent.

6.2 Reciprocally, Salveo undertakes, under the same conditions and for the same duration, not to solicit any Client employee, correspondent or subcontractor having taken part in the Services.

6.3 Any breach of an obligation under this Article exposes the breaching party to payment to the aggrieved party of a lump-sum penalty of EUR 30,000, increased by EUR 500 per day until cure, without prejudice to any claim for damages for actual loss suffered.

Article 7 — Intellectual Property

7.1 Ownership of the deliverables produced by Salveo under the Services is transferred to the Client upon full payment of the corresponding fees.

7.2 Salveo retains exclusive ownership of its methodologies, know-how, internal tools, proprietary databases and any creation predating the engagement or reusable beyond it.

7.3 Deliverables are reserved for the exclusive use of the Client and its group companies. Any dissemination, reproduction or assignment to a third party, for consideration or free of charge, requires Salveo’s prior written consent.

7.4 Unless otherwise indicated, the Client has no access to the identity of persons interviewed during exploratory phases (contact identification, preliminary prospecting, test surveys).

7.5 In EOR matters, the Intellectual Property Rights created by Resource Persons in the performance of their duties belong to the Client, subject to applicable local law. Salveo or its Local Supplyer ensures that local employment contracts include appropriate assignment or licence clauses.

Article 8 — Confidentiality

8.1 Each Party undertakes to treat as strictly confidential all information, data and documents (technical, commercial, financial, HR, strategic) communicated by the other Party or gathered in the course of the Services.

8.2 This obligation applies for the term of the EOR contract for a period of one (1) year and for the term of the Consulting for a period of three (3) years thereafter, save for stricter provisions in an NDA signed between the Parties.

8.3 Excluded from confidentiality is information
(i) in the public domain without breach of confidentiality,
(ii) lawfully known to the receiving Party prior to disclosure,
(iii) lawfully received from a third party not bound by confidentiality,
(iv) the disclosure of which is required by law or a competent authority, subject to prior notification of the disclosing Party where legally permitted.

8.4 A residuals clause applies: the Parties may use ideas, concepts or know-how unintentionally retained by their staff, provided this does not confer any licence on the disclosing Party’s intellectual property rights.

Article 9 — Personal Data Protection (GDPR)

9.1 The Parties undertake to comply with Regulation (EU) 2016/679 (“GDPR”) and any equivalent local legislation (CCPA, LGPD, PIPL, UAE PDPL, etc.) with respect to personal data processed in the course of the Services.

9.2 Role qualification. For Consulting engagements, Salveo acts as autonomous controller when collecting data for its own analyses, and as processor when processing data on behalf of the Client. For EOR engagements, Salveo acts as processor with respect to Client data and as controller with respect to data of the Resource Persons it employs.

9.3 A Data Processing Agreement (DPA) shall be signed between the Parties whenever required by the processing activities, in accordance with Article 28 GDPR.

9.4 International data transfers outside the European Union are governed by the European Commission’s Standard Contractual Clauses (SCC) or any other legally valid transfer mechanism.

9.5 Each Party undertakes to notify the other within a maximum of seventy-two (72) hours of any data breach affecting it that could impact the other Party.

Article 10 — Use of Artificial Intelligence

10.1 The use of Confidential Information or personal data provided by the Client in public AI models or for the training of third-party algorithms is prohibited without prior written authorisation from the Client.

10.2 As an exception, the use of productivity tools incorporating AI (transcription, translation, text analysis, document retrieval) is permitted provided these tools guarantee a “closed-circuit” Enterprise Privacy environment, in which data is not used to train global models or shared with third parties.

10.3 Salveo makes available to the Client, upon request, the list of “Enterprise Privacy” certified AI tools it uses.

10.4 Any AI-assisted production undergoes systematic human supervision by Salveo teams before delivery to the Client.

Article 11 — Compliance and Anti-Corruption

11.1 The Parties declare that they comply with all applicable regulations, in particular: French law no. 2016-1691 of 9 December 2016 (“Sapin 2”), the UK Bribery Act 2010, the US Foreign Corrupt Practices Act (FCPA), international sanctions regulations (EU, UN, OFAC) and anti-money-laundering laws.

11.2 No undue payment, gift, advantage or promise of advantage is offered or accepted by the Parties in connection with the Services.

11.3 The Client undertakes to inform Salveo of any relationship with a politically exposed person (PEP) or with a partner located in a sanctioned country which is likely to affect the engagement. Salveo reserves the right to refuse or interrupt any engagement presenting an unacceptable compliance risk.

11.4 The Client indemnifies Salveo against any consequences of its own breach of its compliance obligations.

Article 12 — Postponement, Suspension and Termination

12.1 Failure by one Party to comply with one or more contract clauses may lead to suspension or termination by the other Party, by registered letter with acknowledgement of receipt (or any local legal equivalent), following a formal notice not cured within fifteen (15) days of receipt.

12.2 The Services may be postponed or suspended by Salveo upon the occurrence of an event beyond its control preventing it from performing all or part of the contract. Salveo will inform the Client within eight (8) days of the occurrence and propose a solution.

12.3 In accordance with Article 4.4, if there is doubt about the value of continuing the engagement, Salveo will propose to the Client to postpone or suspend the Services. The final decision lies with the Client. In such case, only the amount of work already performed is due to Salveo based on the status report provided.

12.4 In EOR matters, termination of the master contract is governed by the applicable EOR MSA. Termination of the MSA does not affect the continuity of ongoing local employment contracts, which shall be terminated in accordance with applicable local law and at the Client’s expense.

12.5 Any tolerance by one Party of a breach by the other Party shall not be construed as a waiver of its rights.

Article 13 — Force Majeure

13.1 Neither Party shall be liable for non-performance resulting from a force majeure event within the meaning of Article 1218 of the French Civil Code, it being understood that the Parties include in this definition declared pandemics, major cyberattacks, sudden international sanctions, and civil unrest or wars.

13.2 The affected Party will inform the other Party within eight (8) days of the occurrence and propose available solutions.

13.3 If the force majeure event continues for more than three (3) months, either Party may terminate the contract upon thirty (30) days’ prior notice, without indemnity.

Article 14 — Liability and Insurance

14.1 The Client is solely responsible for the use it makes of the results of the Services and the decisions made based thereon.

14.2 Save for gross negligence, fraud or wilful misconduct, Salveo’s total indemnification under the contract is capped at the amount of fees received from the Client over the twelve (12) months preceding the occurrence of the damage. Indirect, consequential and loss-of-business damages are expressly excluded.

14.3 Where information is gathered from third parties, Salveo does not guarantee the completeness, accuracy or reliability of such information.

14.4 The Client indemnifies Salveo against any third-party recourse related to the use of products, brands, content or information transmitted by the Client to Salveo or to any prospected person.

14.5 Salveo maintains, throughout the term of the contract, Professional Indemnity insurance with a minimum cap of EUR 2,000,000 per claim, as well as a Cyber-Risk coverage suited to its activity. A certificate may be communicated to the Client upon request.

Article 15 — Financial Terms and Payment

15.1 Fees are set out in the Commercial Proposal, Engagement Letter, SOW or applicable MSA.

15.2 Unless otherwise stated, invoices are payable within thirty (30) days of issuance, by bank transfer.

15.3 In accordance with Articles L441-10 and L441-11 of the French Commercial Code, any late payment automatically incurs (i) late penalties calculated at the ECB refinancing rate plus ten (10) percentage points, and (ii) a fixed recovery indemnity of EUR 40, without prejudice to additional indemnification for higher recovery costs.

15.4 In case of persistent non-payment after formal notice not cured within fifteen (15) days, Salveo may suspend the Services and/or terminate the contract, without prejudice to any other action.

15.5 In EOR matters, salaries, employer charges and taxes are funded by the Client in advance of each payroll cycle, in accordance with Salveo’s funding call. The security deposit, calculated as set out in Appendix 3 of the EOR MSA, may be applied in case of non-payment.

Article 16 — Commercial Reference

16.1 The Client authorises Salveo to cite it as a commercial reference (name and logo) on its communication materials (website, institutional brochure, commercial proposals).

16.2 Such citation may not suggest endorsement or exclusive partnership and shall respect the Client’s brand guidelines. The Client may object to such citation by written notice to Salveo.

16.3 Any detailed communication (case study, press release, joint event) requires the Client’s prior written consent.

Article 17 — Disputes and Governing Law

17.1 In case of dispute over the interpretation or performance of the contract, the Parties shall first seek an amicable solution through direct negotiation between their designated representatives.

17.2 Failing amicable resolution within one (1) month of notification of the dispute, the matter shall be brought before the Paris Economic Activities Court, which shall have sole jurisdiction. By exception, for international contracts of significant scale, the Parties may agree, in the MSA or Engagement Letter, to resort to ICC arbitration in Paris.

17.3 The governing law is French law, excluding its conflict of laws rules.

17.4 In the event that the Client communicates the results of a Service in a manner likely to cast doubt on the quality of the engagement or the interpretation of results, Salveo shall be authorised to communicate any information useful to the defence of its reputation, without prejudice to criminal or civil proceedings.