Legal information

Terms of sale

These General Terms of Sale govern DAMOCLES CORP's security consulting and audit services, recurring support for companies, executives and families, bespoke major projects and, only where expressly sold, training services and digital content or services. The French version of these terms is the legally binding one; this translation is provided for convenience.

Business identification

Name / legal form: DAMOCLES CORP — SAS (simplified joint-stock company) with share capital of €2,000
Registered office: 18 rue du lac Saint André, 73370 Le Bourget-du-Lac, France
Registration / VAT / APE: SIRET 941 187 718 00015 — EU VAT FR60 941187718 — APE 8559A
Contact / website: contact@damocles-corp.com — damocles-corp.com
Professional liability insurance: MMA IARD Assurances Mutuelles — MMA IARD SA, MMA PRO-PME policy no. 149874797
Consumer mediator: SOCIETE MEDIATION PROFESSIONNELLE. The consumer customer may refer a dispute to the consumer mediator: 1. by completing the online form available at https://www.mediateur-consommation-smp.fr/; 2. or by writing to: Société de la Médiation Professionnelle, Alteritae, 5 rue Salvaing, 12000 RODEZ, France.

Contractual summary

These terms are designed as a foundation: only the building blocks corresponding to the offer sold and the customer concerned apply. The quotation, proposal or purchase order specifies the scope, deliverables, price, schedule and selected options. In case of contradiction, the order of precedence is: (1) mandatory statutory provisions, (2) signed contract/quotation, (3) expressly referenced annexes, (4) these terms.

Scope and definitions
Offers and scope
Contract formation
Prices, invoicing and payment
Performance of assignments
Security, exercises and limits of intervention
Customer obligations
Intellectual property and licence
Confidentiality and data
Liability
Term, suspension and termination
Force majeure
Complaints, mediation and dispute resolution
Applicable law and future versions

Annexes: consumer journey, withdrawal form, consent checkboxes, scoping sheet.

1. Scope and definitions

These terms govern security consulting and audit services, recurring support for the security of the company, the executive and the family, bespoke major projects and, only where expressly sold, training services and digital content or services. They constitute neither a promise of results, nor an administrative authorisation, nor a commitment of permanent availability.

Professional customer: a person acting for the purposes of their business. Consumer: a natural person acting for purposes outside their professional activity. Non-professional: a legal entity not acting for professional purposes. The applicable regime is the one declared and documented at the time of order.

2. Offers and scope

2.1 Consulting, audits and recurring support

Assignments may include, where the quotation provides for it: risk analysis, documentary or organisational audit, recommendations, roadmap, governance support, periodic reviews and coordination of stakeholders.
The scope is that of the quotation: sites, people, periods, assumptions, access, deliverables, meetings, exclusions and acceptance criteria. Any extension is subject to an amendment or a new quotation.
Recurring support does not include 24/7 monitoring, on-call duty, emergency intervention, remote surveillance, physical presence or a guarantee of prevention, unless expressly stipulated and legally authorised.

2.2 Bespoke major projects

Studies, design and coordination are defined by lot in the quotation: objectives, interfaces, responsibilities, milestones, dependencies, deliverables, validation and change. DAMOCLES is not a project manager, contractor, installer or operator of any system not described in the quotation.

2.3 Training

Training is included only if it appears in the quotation or agreement. The training agreement/contract, the programme, objectives, prerequisites, means, assessment methods, accessibility and applicable administrative documents prevail over the commercial description alone.

2.4 Digital

Any access, software, digital content, subscription, customer area or online service applies only if sold and described: features, compatibility, duration, updates, support, users, any service levels and limits. No SLA, 24/7 access or "lifetime" access is promised by default. Prior commitments are not modified retroactively.

3. Contract formation

The contract is formed upon acceptance of the quotation/purchase order and, where applicable, upon payment or the deposit provided for. Electronic signature or acceptance on a durable medium constitutes proof, subject to the applicable rules. Pre-contractual information and the withdrawal regime are adapted to the customer's status, the sales channel and the type of service.

Requests for modification, postponements, additional access or deliverables may be subject to a supplementary quotation. Amendments to these terms apply only to future contracts after the new version has been clearly made available; they do not affect acquired rights or contracts in progress, unless validly agreed.

4. Prices, invoicing and payment

The price, VAT, expenses, disbursements, deadlines and any revision conditions appear in the quotation. No price, discount, "satisfied or refunded" guarantee or discretionary refund is created by these terms. Services already performed remain governed by the contract and the applicable mandatory rules.

4.1 Deposit, down payment and schedule

The quotation expressly states whether the sum paid is a deposit (acompte) or earnest money (arrhes) and the corresponding consequences. Failing clear qualification, the professional must have the wording validated before use. The payment schedule must remain consistent with performance, in particular for consumers, off-premises contracts and training.

4.2 B2B late payment

Between professionals, any delay entails, without prior reminder where the law permits, penalties at the rate stated on the invoice and at least at the legally required rate, together with the fixed compensation for recovery costs of 40 euros, without prejudice to justified additional costs under legal conditions. The invoice states the rate, the due date and the compensation.

4.3 Suspension

In the event of an unpaid amount not regularised after formal notice, DAMOCLES may suspend non-essential obligations, subject to contrary mandatory rules, without waiving its rights and remedies. Suspension does not constitute termination.

5. Performance of assignments

DAMOCLES is bound by a best-efforts obligation appropriate to the agreed scope. Recommendations are based on the information, access, assumptions and decisions communicated by the customer. Risk prevention depends on factors beyond DAMOCLES' control; no absence of incident, absolute protection or economic result is guaranteed.

The customer receives the planned deliverables according to the agreed schedule. Deadlines are extended in the event of delay, unavailability, incomplete information, late validation or dependency attributable to the customer or a third party. Acceptance reservations are notified within a reasonable time and do not deprive the customer of their legal rights.

6. Security, exercises and limits of intervention

Any exercise, test, simulation, intrusive audit, access control, technical test or role-play requires a written mission order specifying the authorisation, scope, schedule, informed persons, escalation rules, limits, admissible evidence and emergency stop. The following are prohibited: unauthorised intrusion, fraudulent access, violence, unlawful surveillance, disproportionate collection, bypassing of security measures or any action contrary to the law. Third-party systems require the agreement of their owners.

7. Customer obligations

designate an authorised contact and communicate accurate, lawful, up-to-date and necessary information;
obtain the authorisations of owners, employers, occupants, participants and third parties concerned;
provide access, site security, the agreed means and the availability of decision-makers;
not request any illegal or out-of-scope action;
implement or have the recommendations arbitrated, and inform DAMOCLES of any relevant incident;
comply with the confidentiality, intellectual property and security rules applicable to deliverables.

8. Intellectual property and licence

Methods, templates, know-how, tools, models, libraries, general concepts and pre-existing elements remain the property of their owner. An isolated idea is not claimed as a protected work. Subject to payment, the customer receives a non-exclusive, non-transferable licence (unless agreed otherwise) to use the deliverables identified in the quotation for its internal needs, insurers, advisers, providers and authorities where necessary for the assignment, in compliance with confidentiality. Any commercial reproduction, resale, publication, substantial adaptation, training of a system or transmission to a third party outside this framework requires written agreement. If an assignment of rights is desired, it must be detailed (rights, media, duration, territory, purpose) in a separate document compliant with the French Intellectual Property Code.

9. Confidentiality and data

Each party protects the confidential information received and uses it only for the contract. Security information, plans, vulnerabilities, habits, locations, identities and family data are handled on a restricted-access, need-to-know basis, with appropriate technical and organisational measures. Confidentiality survives for the agreed duration; protected secrets remain so for as long as necessary.

The parties determine, for each processing operation, their GDPR roles, purposes, legal bases, durations, recipients, transfers and rights procedures. If DAMOCLES acts as a processor, an agreement or an Article 28 GDPR annex specifies the subject matter, duration, nature, purpose, categories of data/data subjects, instructions, security, sub-processors, assistance, audits, return and deletion. Sensitive or high-risk data is limited to what is strictly necessary; no communication to an insurer, provider, family, authority or partner takes place without a legal basis and appropriate authorisation. A separate privacy notice supplements these terms.

DAMOCLES reference, logo, customer case, photograph or testimonial: no public or marketing use without prior, separate written agreement specifying the medium and duration.

10. Liability

Each party is liable for direct damage for which it is responsible under ordinary law. No clause limits or excludes bodily injury, fraud, gross negligence, essential obligations, legal warranties or public-policy rights. The customer retains their legal and contractual remedies; no discretionary refund formula cancels them.

For B2B contracts only, negotiated between professionals, any cap must be inserted in the quotation after validation. This cap must remain reasonable, must not deprive an essential obligation of its substance and must be compatible with gross or fraudulent negligence, bodily injury and mandatory texts. No B2C cap is created by default.

11. Term, suspension and termination

The contract takes effect on the date stated in the quotation and ends upon completion of the obligations, at the end of the term or according to the terms of an expressly provided subscription/recurring arrangement. Termination for breach occurs after formal notice has remained unsuccessful within the contractual or legal period, except in an emergency or impossibility. Services performed, costs incurred and legally due rights remain payable.

For tacitly renewed contracts, the duration, notice period, customer information and termination procedures are stated in the quotation and in the required communications. Where the law requires it, electronic termination is available through an easily accessible feature and provides an acknowledgement of receipt. Renewal does not apply by mere silence to a contract that does not clearly provide for it.

12. Force majeure

Contractual force majeure means an event beyond the debtor's control, unforeseeable at the time of conclusion, whose effects cannot be avoided by appropriate measures. Temporary impediment suspends performance; permanent impediment produces the effects provided for by Article 1218 of the French Civil Code. The party concerned informs the other, limits the effects and resumes as soon as possible. This clause does not deprive anyone of mandatory rights.

13. Complaints, mediation and disputes

Any complaint is sent to contact@damocles-corp.com with the quotation number, the facts, the request and the supporting documents. For a consumer, after a prior written complaint has remained unsuccessful or unanswered within the applicable period, recourse to the consumer mediator is free and confidential.

Mediator: SOCIETE MEDIATION PROFESSIONNELLE — online form at https://www.mediateur-consommation-smp.fr/ or by post: Société de la Médiation Professionnelle, Alteritae, 5 rue Salvaing, 12000 RODEZ, France.

For professionals, the parties seek an amicable solution. Any jurisdiction clause applies only if agreed between persons contracting as merchants and drafted in a very conspicuous manner in accordance with Article 48 of the French Code of Civil Procedure. Failing that, jurisdiction is determined by the applicable mandatory rules.

14. Applicable law and future versions

French law applies, subject to the mandatory rules protecting consumers or non-professionals. These terms are dated and versioned. A new version governs only future contracts after being clearly made available; contracts in progress remain subject to their version, unless validly agreed or required by a mandatory provision.