Terms and conditions

Clause 1 — Purpose and scope

These terms and conditions of sale (the “Terms”) govern all contractual relations between ESOPRO LTD, a company registered in England and Wales under number 17439003, whose registered office is at Dept 6341, 43 Owston Road, Carcroft, Doncaster DN6 8DA, United Kingdom (the “Supplier”) and any legal entity or individual who engages it (the “Client”), whether acting for business purposes or as a consumer.

The services covered include process audits, the design and implementation of automations, the integration of artificial intelligence solutions, maintenance of the systems delivered, training for the Client's staff, and the artificial intelligence and computing courses offered to individuals.

The Terms are deemed accepted without reservation by the Client upon signature of the quotation or, for a course aimed at individuals, upon confirmation of the booking. They prevail over any purchasing conditions of a business Client, save with the Supplier's express written agreement.

Audit, automation and maintenance services are supplied to business clients. The courses described on the “Training” page are, by contrast, supplied to individuals acting as consumers: the protective provisions applicable to them, and in particular the right to cancel, are set out in clause 15, which prevails over any conflicting provision of these Terms.

Clause 2 — Quotation and order

Every engagement is covered by a written quotation setting out the scope, the expected deliverables, the indicative timetable, the price and the payment terms. Unless stated otherwise, a quotation is valid for thirty (30) days from its date of issue.

The order is formed when the Client returns the quotation dated, signed and marked as accepted, by email or by electronic signature. Work starts only once the deposit referred to in clause 4 has been received.

Any request to change the scope made after the order is covered by a costed variation. The variation states its effect on the price and on the timetable, and must be accepted in writing by the Client before it is carried out.

Clause 3 — Prices

Prices are expressed in euros and exclude tax. Applicable taxes are added to the invoice where relevant, in accordance with the regulations in force on the invoice date.

The prices set out in the quotation are firm for the whole duration of the engagement. They cover the work described in the quotation, the associated documentation and, where provided for, training for the Client's staff.

Unless expressly stated in the quotation, the price excludes: subscriptions and licences for third-party software required for the delivered solutions to operate, travel expenses incurred at the Client's request, and any work outside the scope of the quotation.

Clause 4 — Payment terms

Unless the quotation provides otherwise, payment is made as follows:

• 50% of the total amount on order, as a deposit, invoiced upon signature of the quotation;
• 50% of the total amount on delivery, invoiced after the acceptance procedure set out in clause 5.

Maintenance services are invoiced monthly, in advance.

Each instalment is covered by an invoice. Invoices are payable within thirty (30) days of their date of issue, by bank transfer or by card. No other method of payment is accepted.

Late payment. Any payment made after the due date automatically incurs, without prior formal notice, late payment interest at a rate equal to three (3) times the statutory interest rate in force, running from the day after the due date until payment is made in full. A fixed recovery charge of forty (40) euros per unpaid invoice is also payable, without prejudice to further compensation where the costs actually incurred are higher.

Where payment is more than thirty (30) days late and a formal notice has gone unanswered, the Supplier may suspend performance of the work in progress until the position is regularised, without that suspension giving rise to any compensation for the Client. No discount is granted for early payment.

Clause 5 — Timescales, delivery and acceptance

The timescales stated in the quotation run from the effective start date, defined as the later of the following two dates: receipt of the deposit, or the date on which the Client makes available the access, information and contacts required.

Timescales are automatically suspended during any waiting period attributable to the Client, in particular where access, information or an expected approval is delayed.

Acceptance. On completion of the work, the Supplier notifies the Client of delivery. The Client then has ten (10) working days to carry out its checks and to set out in writing any reasoned reservations by reference to the scope defined in the quotation.

If no written reservation is made within that period, or if the deliverable is used in production conditions, acceptance is deemed to have taken place and the delivery is accepted without reservation. Where reservations are well founded, the Supplier has a reasonable period in which to remedy them, after which a further acceptance procedure is carried out on the same terms.

Clause 6 — Client obligations

Proper performance of the engagement requires active cooperation from the Client, who undertakes to:

• appoint a single point of contact with decision-making authority over the scope concerned;
• provide in good time the information, documents and access required to carry out the work;
• respond to requests for approval within a reasonable period not exceeding five (5) working days;
• ensure that it holds the necessary rights and authorisations over the data and systems to which it grants access;
• maintain a backup of its data taken before any intervention on its systems.

Clause 7 — Intellectual property

The Supplier retains ownership of its know-how, methods, tools, libraries and generic components, whether pre-existing or developed during the engagement, together with the right to reuse them freely.

Subject to payment of the price in full, the Supplier assigns to the Client, on a non-exclusive basis, for the legal term of protection and worldwide, the rights to use, reproduce and modify the bespoke developments and documentation produced on its behalf, for its internal needs.

Until payment has been made in full, the deliverables remain the property of the Supplier and the Client is not authorised to exploit them.

Third-party software, services and licences incorporated into the deliverables remain subject to their own terms, which are brought to the Client's attention. The Client is solely responsible for taking out and maintaining the corresponding subscriptions.

Unless the Client objects in writing, the Supplier may cite the Client's name and logo as a commercial reference, excluding any confidential information about the content of the engagement.

Clause 8 — Confidentiality

Each party undertakes to treat as confidential all information, in whatever form, that comes to its knowledge in the course of the contractual relationship, not to disclose it to third parties and not to use it for any purpose other than performance of the services.

This undertaking extends to the employees and subcontractors of each party and remains in force for the duration of the contract and for five (5) years after it ends.

The Supplier further undertakes to access only the data strictly necessary to the engagement, not to use it to train an artificial intelligence model, and to revoke its access and delete its working copies when the engagement closes.

This undertaking does not cover information that has entered the public domain otherwise than through a breach, information the receiving party already held, or information whose disclosure is required by a competent authority or by mandatory law.

Clause 9 — Liability

The Supplier owes an obligation of means in performing the services. It undertakes to carry them out with the care and professionalism expected in its field.

The Supplier may be held liable only where fault is proven and only for direct loss. Indirect loss is excluded from any compensation, in particular loss of business, loss of revenue, loss of customers, damage to reputation, and loss of data of which the Client has not kept a backup.

In any event, and save in the case of gross negligence or wilful misconduct, the Supplier's liability is limited, for all causes combined, to the amount excluding tax actually paid by the Client for the engagement giving rise to the loss.

The Supplier cannot be held liable for malfunctions attributable to third-party services and software, to changes made to the deliverables by the Client or by an outside party, or for the use the Client makes of the output produced by the systems delivered, over which the Client retains control.

Clause 10 — Duration and termination

One-off engagements — audit, implementation, pack — are entered into for the time required to complete them and end on acceptance.

Maintenance services are entered into for an indefinite period. Either party may end them at any time, in writing, on thirty (30) days' notice. Sums due for the current period remain payable.

In the event of a serious breach by either party of its obligations, which is not remedied within fifteen (15) days of written formal notice, the other party may terminate the contract automatically, without prejudice to any damages.

Where the Client terminates early, work actually carried out at the date of termination remains payable on a pro rata basis, and the deposit paid is retained by the Supplier up to the value of that work.

Clause 11 — Force majeure

Neither party may be held liable for a failure resulting from an event of force majeure. Performance of obligations is suspended for the duration of the event. If the event continues beyond sixty (60) days, either party may terminate the contract in writing, without compensation.

Clause 12 — Personal data

Where performance of the services leads the Supplier to process personal data on behalf of the Client, the Client acts as controller and the Supplier as processor. A data processing agreement complying with the applicable data protection regulations is then concluded between the parties.

The processing of data collected on the Supplier's website is described in its privacy policy.

Clause 13 — Governing law and disputes

These Terms and all contractual relations between the parties are governed by English law, excluding its conflict of laws rules.

In the event of a dispute, the parties undertake to seek an amicable settlement before bringing any proceedings. Failing agreement within thirty (30) days of written notification of the dispute, exclusive jurisdiction is conferred on the courts of England and Wales, notwithstanding multiple defendants or third-party proceedings.

Any mandatory provisions applicable to the Client by reason of its place of establishment are reserved.

Clause 14 — General

If any provision of these Terms is held to be void or unenforceable, the remaining provisions remain in full effect. A party's failure to rely on a breach by the other party does not amount to a waiver of its right to do so later.

Any question relating to these Terms may be sent to contact@esopro.studio.

Clause 15 — Provisions specific to consumer clients

This clause applies only to a Client acting as a consumer, that is, for purposes outside their trade, business, craft or profession. It concerns first and foremost the artificial intelligence and computing courses offered to individuals. In the event of any conflict, it prevails over the other provisions of these Terms.

15.1 Prices

Prices for courses aimed at individuals are stated inclusive of VAT. They are firm and carry no additional charges.

15.2 Right to cancel

The consumer has fourteen (14) days from the conclusion of the contract to exercise their right to cancel, without giving any reason and without penalty. To do so, it is enough to send the Supplier, before the period expires, a clear statement to that effect, by email to contact@esopro.studio or by post to the registered office given in clause 1.

15.3 Starting before the cancellation period ends

Where the consumer expressly asks for the service to begin before the cancellation period ends and then exercises that right, they remain liable for an amount proportionate to the services actually supplied at the date of cancellation. The balance is refunded to them.

15.4 Refunds

The Supplier refunds the sums paid, less any amount due under clause 15.3, no later than fourteen (14) days after being informed of the cancellation, using the same means of payment as the original transaction, unless the consumer agrees otherwise.

15.5 Nature of the courses

Courses aimed at individuals are delivered for personal use. They are not vocational training and give rise to no entitlement to training funding. No certification is awarded on completion.

15.6 Longer programmes: instalments and stopping early

Training programmes lasting more than one month are payable in three instalments, at no extra cost and with no interest: the first on booking and the others at monthly intervals.

Separately from the right to cancel under clause 15.2, the consumer may end a programme at any time, without giving a reason. The Supplier then refunds the hours paid for and not yet used, pro rata to the hourly rate of the programme, within fourteen (14) days of the request. No penalty and no administration fee is withheld. Instalments not yet due cease to be payable.

15.7 Disputes and competent court

By way of exception to clause 13, the choice of English law may not deprive the consumer of the protection afforded to them by the mandatory provisions of the law of the country in which they are habitually resident. The consumer also retains the right to bring proceedings before the courts of their place of residence.

Before bringing any proceedings, the consumer is invited to send their complaint to the Supplier at the address given above. They may also use a consumer mediation service, free of charge, to seek an amicable settlement.