These terms of service govern the advisory, architecture, integration, and AI support engagements provided by LB Advisor to its professional clients. Any order entails unconditional acceptance.
These terms of service apply to all engagements provided by LB Advisor to its professional clients: diagnostic, architecture, integration, deployment, and support of automation systems based on artificial intelligence. They prevail over any other terms, except as expressly waived in writing.
Each Engagement is the subject of a written, detailed, and personalized quote, specifying the purpose, scope, schedule, expected deliverables, and financial terms. The quote is valid for thirty (30) days from its date of issue, unless otherwise stated.
The order is deemed firm upon receipt of the signed quote or a formal purchase order from the Client. Any subsequent modification of the scope is the subject of a written amendment.
Prices are expressed in euros (EUR) or Canadian dollars (CAD) depending on the Client's country, exclusive of applicable taxes. Engagements may be invoiced:
Travel, accommodation, and third-party license expenses are re-invoiced at cost, upon presentation of supporting documentation, unless otherwise agreed.
Unless otherwise stated in the quote, invoices are payable within thirty (30) days from the date of issue, by bank transfer. For multi-year engagements, a payment schedule is defined contractually (deposit on order, intermediate payments at each milestone).
In the event of late payment, penalties are due as of right, calculated at the European Central Bank rate plus 10 points (EU clients), or at the legal rate in force in Quebec (Canadian clients). A flat-rate recovery indemnity of €40 per invoice (EU clients, French Commerce Code art. L.441-10) or its CAD equivalent shall apply. The Provider reserves the right to suspend the Engagement in the event of persistent payment default, after formal notice has remained without effect for ten (10) business days.
Subject to full payment of the Engagement, the Provider assigns to the Client, on an exclusive basis, all economic rights to the deliverables specifically produced for the Client (source code, documentation, configurations, prompts). The assignment includes the rights of reproduction, representation, adaptation, and exploitation, for the legal term of protection and worldwide.
The methods, tools, templates, reusable components, internal scripts, and know-how developed by the Provider prior to or independently of the Engagement remain its exclusive property. The Client benefits from a non-exclusive, non-transferable license of use, for internal needs related to the Engagement.
The use of third-party libraries, models, or services (Anthropic, AWS, Supabase, etc.) is subject to the licenses and terms of each provider. The Provider informs the Client and, where a choice remains, submits it for validation.
The Parties undertake to treat as strictly confidential all information exchanged in connection with the Engagement, whether technical, commercial, financial, or strategic. This obligation persists for five (5) years after the end of the contractual relationship.
A specific non-disclosure agreement (NDA) may be signed prior to any detailed exchange, at the Client's request.
In engagements involving the processing of personal data, the Provider acts as a processor within the meaning of the GDPR and Law 25. A data processing agreement (DPA) is signed before the Engagement begins, specifying:
The Provider undertakes not to use Client Data for purposes other than the performance of the Engagement. Third-party providers are selected with a systematic "no training on your data" clause.
A model data processing agreement (DPA) compliant with Articles 28 and 32 of the GDPR is available on request at privacy@lb-advisor.com and may be annexed to the contract.
The Provider is bound by an enhanced best-efforts obligation. It undertakes to deploy its best skills, to comply with the milestones defined in the quote, and to report without delay any difficulty likely to affect the Engagement.
The Client undertakes to provide, within the agreed timeframes, the information, access, and validations necessary for the performance of the Engagement. Any delay attributable to the Client may result in a schedule postponement and a financial adjustment.
The Provider's liability is limited to direct and foreseeable damages only. It shall not exceed, all damages combined, the amount of sums actually received in respect of the Engagement concerned during the twelve (12) months preceding the triggering event. Indirect damages, loss of operation, loss of revenue or data, are expressly excluded.
This limitation does not apply in the event of gross negligence, willful misconduct, breach of an essential obligation depriving the agreement of its substance, or in the event of bodily injury — in accordance with Article 1170 of the French Civil Code and Article 1474 of the Civil Code of Québec.
No Party may be held liable for a delay or failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code or Article 1470 of the Civil Code of Québec. The Party invoking force majeure shall inform the other in writing without delay, specifying the circumstances and the expected duration. The Parties shall then consult on the measures to be adopted and, if the event persists for more than sixty (60) days, either Party may terminate the contract without indemnity, sums due for engagements performed remaining vested with the Provider.
The contract takes effect upon signature of the quote and runs until full completion of the Engagement, unless otherwise specified (subscription, tacit renewal, etc.).
In the event of a serious breach by either Party of its obligations, the other Party may terminate as of right, after formal notice has remained without effect for thirty (30) days. Sums due for engagements already performed remain vested with the Provider.
At the end of the contract, the Provider ensures the reversibility of the deliverables: full transfer of code, documentation, runbooks, and access. A knowledge transfer phase may be contracted in addition.
Each Party undertakes, throughout the duration of the contract and for a period of twelve (12) months following its end, not to solicit, directly or indirectly, any employee of the other Party who participated in the Engagement, except with prior written agreement.
The Provider undertakes that no invoicing, fees, or charges shall be added during the Engagement without the Client's prior written agreement. Any change of scope or cost is the subject of a signed amendment. Expenses re-invoiced at cost (travel, third-party licenses) are identified upfront and contractually capped. The Client may request at any time a detailed review of time spent and expenses incurred.
These terms of service are governed by Canadian law, applicable in Montréal (Quebec). For clients located in the European Union, the public-policy provisions of French law apply additionally.
In the event of a dispute, the Parties shall endeavor to reach an amicable solution. Failing this, any dispute shall fall within the exclusive jurisdiction of the courts of Montreal, Quebec, except where a mandatory provision provides otherwise.