Terms and Conditions of Sale

1. Company Information

2. Scope and Nature of Assignments

All Clients: These Terms and Conditions apply to services billed directly by DECRETON and, in particular, to the following services, when they are specified in the quote:

• unregulated needs assessments, audits, diagnostics, preliminary studies, and feasibility studies;
• defining needs, developing a program, structuring and organizing projects;
• project management support (AMO), excluding services reserved for a regulated profession;
• coordination, organization, planning, and management of stakeholders or projects;
• support for projects involving construction, renovation, interior design, real estate, energy, or home improvement;
• preparing budgets, estimates, scenarios, timelines, and action plans of an indicative nature;
• searching for, consulting with, shortlisting, comparing, and connecting with companies, suppliers, or partners;
• assistance with the analysis of quotes, technical proposals, or sales offers;
• organizing and following up on meetings, site visits, activities, and project milestones;
• monitoring the overall progress of a project and reporting any issues encountered to the client;
• assistance with acceptance inspections, including the documentation of observations or reservations, without assuming the responsibilities of manufacturers or qualified professionals;
• administrative support, preparation, compilation, submission, and follow-up of files;
• assistance with urban planning procedures, utility connections, permits, agencies, network operators, or government agencies, within the scope of the assigned task;
• non-regulated technical or energy analyses and studies;
• business consulting, organization, strategy, development, project management, methods, and process improvement;
• digital services, communication, content, tools, automation, artificial intelligence, networks, and IT solutions;
• training sessions, workshops, studies, reports, and other non-regulatory deliverables;
• organizing, supporting, or coordinating sales or event-related activities, as specified in the quote;
• assignments carried out in France, Belgium, or in a cross-border context.

This list is not exhaustive, provided that the service ordered falls within DECRETON’s corporate purpose and is specifically described in the estimate or contract.

Services that require a specific qualification, certification, insurance, or authorization are performed directly by DECRETON only when the necessary conditions are met and the activity in question falls within the scope of its current insurance coverage.

Otherwise, DECRETON can assist the client in finding or coordinating with a licensed professional.

Definitions

• Consumer customer: a natural person acting for purposes unrelated to their professional activity.
• Business customer: a natural person or legal entity acting in the course of their professional activities.
• Scope of Work: all services specifically described in the estimate or contract.
• Deliverable: a document, study, file, design, content, code, report, action plan, or result provided to the client.
• Partner: a professional who is legally independent from DECRETON and acts under his or her own responsibility.
• Participant: any company, professional, government agency, organization, supplier, or service provider participating directly or indirectly in the project.

3. Quote, Order, and Formation of the Contract

All Clients: Every service is covered by a quote, a proposal, or a contract that specifies, among other things, the scope of the project, its price or how it is calculated, its main stages, and any special conditions.

Unless otherwise specified, the quote is valid for 30 calendar days.

The order becomes binding upon written or electronic acceptance of the quote and, where regulations and the quote permit, upon receipt of the required down payment.

Acceptance may result, in particular, from a handwritten or electronic signature or from any written and unequivocal expression of acceptance of the estimate.

Any change in the scope of work, new request, unforeseeable difficulty, new information, or additional service may be subject to an amendment, a supplemental estimate, or a supplemental invoice—provided such changes are accepted in advance when they result in a substantial change in price.

DECRETON may refuse an assignment that is incompatible with regulations, its insurance policies, its areas of expertise, its available capacity, the safety of individuals, or the ethical standards necessary for the proper performance of the assignment.

4. Prices, Deposits, and Payment

All Customers: The applicable prices are those listed in the quote or the accepted contract. They are expressed in euros, either excluding tax or including all taxes, depending on the nature of the service and the customer's status.

Due dates, down payments, interim payments, and terms for the balance are specified in the estimate. Unless otherwise specified, invoices are payable upon receipt.

Expenses, travel costs, purchases, or out-of-pocket expenses necessary for the assignment are billed in accordance with the estimate or, upon the client’s approval, when they constitute an additional service or cost not initially anticipated.

A dispute regarding part of the invoice does not exempt the customer from paying the undisputed amounts when due.

B2B Late Payments Between Businesses

Any delay in payment shall automatically result, as of the day following the due date and without the need for a reminder, in the application of late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, provided that this rate shall not be less than three times the statutory interest rate.

Any professional who is late in making a payment is also automatically liable for a flat-rate compensation of €40 to cover collection costs. If the actual collection costs incurred exceed this amount, DECRETON may request additional compensation, upon presentation of supporting documentation, in accordance with the terms set forth in the regulations.

DECRETON may suspend ongoing services upon written notice as long as the amounts due remain unpaid.

B2C Consumer Customers

The total price, including tax, and the payment terms are provided before the contract is signed.

The flat-rate compensation of €40 applicable to transactions between businesses does not apply to consumers.

B2C Contract Concluded Off-Premises

When a contract is concluded off-premises as defined by the Consumer Code, no payment or other consideration may be collected before the expiration of the statutory seven-day period following the conclusion of the contract, except in cases where the law expressly provides for an exception.

This rule is separate from the 14-day cancellation period.

5. Customer Obligations

The customer agrees, in particular, to:

• provide accurate, complete, and up-to-date information;
• provide the necessary documents, plans, access, content, authorizations, and approvals;
• notify DECRETON of any known constraints that could affect the assignment;
• designate, when necessary, a point of contact with the appropriate decision-making authority;
• respond within a timeframe consistent with the project schedule;
• ensure lawful, secure, and physically feasible access to the relevant locations;
• obtain the necessary authorizations when access involves property or a system owned by a third party;
• Perform the necessary backups before carrying out any digital or IT work;
• promptly report any changes to the project, budget, schedule, or circumstances that could affect the assignment.

The consequences of inaccurate information, a missing document, a delay in approval, or an inability to access the site may result in the postponement, suspension, or modification of the assignment, as well as additional billing when warranted.

6. Deadlines and Schedule

The deadlines specified by DECRETON are estimates unless they are expressly designated as firm in the estimate or contract.

In particular, they may depend on the availability of the customer, companies, government agencies, partners, suppliers, authorizations, supplies, or necessary information.

Any delay attributable to the client or a third party shall reasonably extend DECRETON’s schedule.

A significant change to the project may require the creation of a new schedule.

For consumers, the mandatory provisions of the Consumer Code regarding performance deadlines remain fully applicable.

7. Nature of DECRETON’s Obligation

DECRETON is bound by an obligation of means in connection with its services in the areas of analysis, consulting, project management assistance, coordination, oversight, support, development, networking, training, creation, and follow-up.

DECRETON takes all reasonable steps necessary to carry out the contractually defined assignment.

No commercial, financial, administrative, tax, energy, technical, regulatory, urban planning, or authorization-related results can be guaranteed, unless there is an express written commitment specifically regarding a result that falls directly within DECRETON’s control.

The client retains control over his or her decisions and has the final say regarding the project.

DECRETON may recommend modifying, suspending, or abandoning a project when risks, cost overruns, difficulties, or inconsistencies are identified.

8. Partners, companies, subcontractors, and independent contractors

DECRETON may involve its employees and, when the assignment warrants it, subcontractors or partners.

A professional who contracts directly with the client

When a company or partner prepares its own quote, enters into a contract with the customer, and bills the customer directly, that party remains legally independent of DECRETON.

In particular, the contractor is responsible for its own studies, methods of performance, work, personnel, materials, deadlines, safety obligations, insurance, qualifications, regulatory compliance, and warranties.

The coordination or oversight role performed by DECRETON does not transfer the specific responsibilities of the contractor to DECRETON.

DECRETON remains liable for any errors committed in the performance of its own duties, particularly within the scope of its obligation to provide advice, information, or coordination as defined in the contract.

Service billed by DECRETON and subcontracted

When DECRETON bills the client directly for a service performed in whole or in part by a subcontractor on its behalf, DECRETON remains the client’s contractual counterpart within the limits of the contract entered into and the applicable legal provisions.

Partner Selection

When DECRETON proposes several professionals to the client, the client remains free to make their own choice, unless a different contractual arrangement is expressly provided for in the quote.

A simple recommendation or introduction does not constitute a general guarantee regarding the future performance of the professional in question.

9. Limits on Technical and Regulated Assignments

The coordination, management, or project management support provided by DECRETON do not, in and of themselves, constitute the practice of a regulated profession.

Unless expressly stated in the quote, and subject to compliance with the relevant regulatory requirements and adequate insurance coverage, DECRETON does not act in the capacity of:

• architectural services for tasks reserved for that profession;
• an approved technical inspection agency;
• a certified real estate inspector;
• court-appointed expert;
• lawyer, notary, or legal professional when a professional monopoly applies;
• a certified public accountant for tasks reserved for that profession;
• as an insurance or banking intermediary when such activity requires a specific license;
• a training organization, administrative authority, or agency responsible for awarding public assistance.

When a project involving design, project management, technical analysis, or any other assignment that may give rise to specific professional or ten-year liability is being considered, its scope must be expressly described in the contract and fall within the scope of the applicable qualifications and insurance coverage.

The non-regulatory analyses and observations provided by DECRETON are intended to offer guidance, facilitate preparation, ensure coordination, or assist in decision-making. They do not replace legally required studies, assessments, calculations, inspections, or certifications.

10. Administrative Procedures, Permits, Grants, and Funding

When specified in the quote, DECRETON can assist the client with gathering documents, as well as with the preparation, compilation, submission, and administrative follow-up of files.

These services may include, among other things, urban planning applications, permits, notifications, utility connections, and interactions with network operators, government agencies, organizations, suppliers, or other project stakeholders.

When the procedure requires a signature, authorization, or power of attorney from the client, the client must provide them in the required form.

DECRETON may sign on behalf of the client or legally bind the client to a third party only if it has a power of attorney or sufficient authorization.

Administrative decisions, processing times, time limits, denials, requests for additional documentation, or decisions by third-party organizations are beyond DECRETON’s control.

Consequently, no authorization, funding, assistance, grant, connection, coverage, or favorable decision can be guaranteed.

The customer remains responsible for the accuracy and authenticity of the information and supporting documents provided. The customer is liable for any false statements, omissions, or irregular documents.

11. Deliverables, Approvals, and Revisions

The planned deliverables are described in the quote.

The customer must submit comments and requests for corrections within the timeframe specified in the estimate or, failing that, within a reasonable timeframe.

The number of revisions included is as specified in the quote. Otherwise, one round of reasonable revisions consistent with the initial scope is included when the nature of the project allows for it.

Any request that changes the objective, scope, initial assumptions, target, structure, or a decision that has already been approved may constitute an additional service.

Written approval at each stage authorizes DECRETON to continue the project on that basis. Any subsequent changes to previously approved elements may result in adjustments to the price and schedule.

12. Intellectual Property

Studies, documents, texts, mockups, designs, methods, models, codes, tools, and deliverables remain the property of DECRETON until the corresponding amounts have been paid in full.

Upon full payment, the customer is granted the rights of use or transfer expressly provided for in the estimate or contract.

Internal tools, methods, know-how, models, libraries, systems, templates, and elements not specifically created for the client remain the property of DECRETON or their respective owners.

Software, photographs, fonts, content, and materials belonging to third parties remain subject to their own licenses.

The customer warrants that it holds the necessary rights to the content, files, trademarks, photographs, or other materials it submits to DECRETON.

Unless otherwise specified in writing or subject to a confidentiality obligation, DECRETON may mention the client’s name or brand, as well as the general nature of the project, as a professional reference, without disclosing any confidential information.

13. Data, Networks, and Digital Systems

The customer must perform or arrange for the performance of appropriate backups before any work is performed on its systems or data.

DECRETON cannot be held liable for any loss resulting exclusively from a pre-existing hardware defect, the customer’s failure to back up data, third-party software, an external service, a cyberattack, or any external intervention beyond its control.

Technical compatibility is assessed based on the information, software versions, equipment, and systems available at the time of the study.

Any future changes to third-party providers’ systems, APIs, software, platforms, services, or policies may affect a solution’s operation or compatibility.

The customer remains responsible for its accounts, subscriptions, licenses, usernames, and passwords, unless DECRETON has been expressly entrusted with managing them.

14. Liability

DECRETON is liable for proven direct damages resulting from a fault attributable to it in the performance of its own duties.

DECRETON shall not be liable for errors, defects, delays, or failure to perform on the part of a contractor working directly with the client, except where damage results directly from DECRETON’s own fault in the performance of its services.

DECRETON cannot be held liable for any consequences resulting from information that is incorrect, incomplete, late, or intentionally withheld by the customer or a third party.

Nor can it be held liable for decisions made by the client that are inconsistent with a written qualification or recommendation made in connection with the engagement.

B2B: Restrictions Between Businesses

Except in cases of gross negligence, fraud, bodily injury, liability covered by mandatory insurance, or a contrary mandatory legal provision, DECRETON’s total contractual liability toward a business client is limited to the amount (excluding taxes) actually received by DECRETON for the project that gave rise to the damage.

In transactions between businesses, indirect damages such as business interruption, loss of revenue, loss of unsaved data, or loss of profits are excluded to the extent permitted by law.

B2C Consumers

No provision of these Terms and Conditions shall deprive the consumer of the liabilities, warranties, and mandatory rights granted to him or her by law.

15. Construction Work, Insurance, and Warranties

When DECRETON or one of its brands performs work directly, only those activities or assignments that correspond to the skills it possesses and fall within the scope of the applicable insurance coverage are carried out.

When regulations require ten-year liability insurance, the work in question is performed only within the scope declared and covered by the applicable insurance policy.

The corresponding certificate of mandatory insurance is provided to the project owner before construction begins, when required by regulation.

The statutory warranties applicable to construction work are enforced in accordance with their scope of application, the nature of the work, the nature of the defect, and, where applicable, the rules governing acceptance.

Services involving assistance, consulting, coordination, support, communication, or digital solutions are not covered by a ten-year warranty simply because they were performed.

When a DECRETON project is likely to fall under the manufacturers’ liability regime due to its substantive nature, the corresponding legal regime remains applicable regardless of the commercial classification used by the parties.

16. Consumer Right of Withdrawal

B2C When a contract is concluded at a distance or off-premises and no legal exception applies, the consumer has fourteen days to exercise the right of withdrawal.

For the provision of services, this period generally begins on the date the contract is entered into.

The consumer may exercise this right using the form provided in Article 24 or by any other clear statement that unambiguously expresses the consumer’s intention to withdraw.

Contract Entered Into Through an Online Interface

When regulations require a business to provide a feature that allows consumers to exercise their right of withdrawal online, consumers may also use that feature in accordance with the instructions provided on the relevant interface.

Service begins before the deadline expires

If the consumer wishes for the service to begin before the end of the withdrawal period, DECRETON shall record the consumer’s express request in the manner required by law.

The consumer also acknowledges that, upon full performance of the contract, he or she will no longer have the right of withdrawal if the legal conditions for the loss of that right are met.

In the event of a withdrawal after performance has begun, duly requested by the consumer, the consumer is liable to pay an amount proportional to the services actually provided up to the time the consumer notified the seller of the decision to withdraw.

When the legal formalities required for early commencement have not been followed, the protective provisions set forth in the Consumer Code remain applicable.

Exceptions

The right of withdrawal does not apply in the cases provided for by law, particularly when the conditions for a legal exception are met.

B2B Professionals

Business customers are not automatically entitled to the right of withdrawal applicable to consumers. However, this is without prejudice to any specific provisions that may apply to certain small businesses.

17. Postponement, Suspension, Termination, and Cancellation

Any request for a postponement must be submitted as soon as possible.

Services already rendered, expenses incurred, special orders, reservations, and non-refundable purchases remain due to the extent permitted by law.

In the event of cancellation outside the valid exercise of a statutory right of withdrawal, DECRETON may bill for services already performed and expenses actually incurred.

Any additional cancellation fee applies only if it is expressly provided for in the quote or contract and is lawful and proportionate.

DECRETON may suspend all or part of an assignment in the event of nonpayment, persistent lack of cooperation, inability to gain access, a dangerous situation, a manifestly illegal request, abusive behavior, or a serious breach of contract.

In the event of a sufficiently serious breach that prevents the normal continuation of the assignment, the non-defaulting party may terminate the contract in accordance with the conditions provided by law and, if applicable, after a formal notice to cure the breach has remained ineffective.

18. Customer Inactivity

If the project is delayed due to a lack of response, documentation, access, content, or client approval, DECRETON may suspend the schedule after sending a written reminder.

After thirty days of inactivity, DECRETON may release the work slot that was originally reserved.

After sixty days of inactivity, DECRETON may administratively close the assignment after notifying the client.

Payment is still due for services actually rendered and expenses incurred.

Resuming work at a later date may require a new schedule and, if the conditions for completion or the scope of the project have changed, a supplementary estimate.

19. Confidentiality

Each party agrees to protect any confidential information obtained in connection with the assignment and to use such information solely for the purposes of the assignment.

This obligation does not apply to public information that is already legally known to the recipient, that was lawfully obtained from a third party, or that must be disclosed by law, by a government agency, or by a competent authority.

Unless otherwise specified in the contract, this obligation continues for three years after the end of the assignment.

20. Personal Data

The personal data collected by DECRETON is used, among other things, to process requests, prepare quotes, manage contracts, provide services, communicate with customers, handle billing, and comply with legal obligations.

The customer has the rights provided for under applicable regulations regarding the protection of personal data.

These rights may be exercised by using the contact information or the contact form provided by DECRETON.

Additional information regarding data processing can be found in the privacy policy or statement published on the website.

21. Force Majeure and External Circumstances

Neither party shall be liable for any failure to perform resulting from an event that meets the legal criteria for force majeure.

The affected party shall notify the other party as soon as possible when such an event significantly affects the performance of the contract.

Obligations that have become temporarily impossible to fulfill are suspended for the duration of the impediment under the conditions provided by law.

When the impediment is permanent or continues to the point of jeopardizing the economic viability of the contract, the implications for the contract’s continuation are assessed in accordance with applicable regulations.

Services already performed and expenses legitimately incurred prior to the occurrence of the event are handled in accordance with the contract and applicable laws.

22. Complaints and Mediation

Any claim must first be submitted in writing to DECRETON, specifying the circumstances of the dispute and providing the information necessary for its review.

B2C Consumer Mediation

If a prior written complaint submitted to DECRETON has failed to resolve the dispute, the consumer may, free of charge, refer the matter to the consumer mediator with jurisdiction over DECRETON, subject to the eligibility requirements set forth in the regulations:

B2B Professionals

In the event of a dispute between professionals, the parties shall endeavor to reach an amicable resolution before initiating legal proceedings, when circumstances permit.

In particular, they may decide to seek mediation or conciliation.

23. Governing Law and Jurisdiction

These Terms and Conditions and the contracts entered into with DECRETON are governed by French law, subject to any mandatory provisions that may apply.

B2B Professionals

Subject to mandatory rules governing jurisdiction, any dispute between DECRETON and a business customer regarding the validity, interpretation, performance, or termination of the contract shall be subject to the jurisdiction of the courts with subject-matter jurisdiction within the jurisdiction where DECRETON’s corporate headquarters is located.

B2C Consumers

Consumers benefit from the legal rules protecting their right to a court of competent jurisdiction that apply to them.

The choice of French law does not deprive a consumer residing in another European Union member state of the protection afforded by the mandatory provisions of the law that would apply to the consumer in the absence of such a choice, when European law so provides.

In the event that these Terms and Conditions are translated, the French version shall serve as the official version, subject to any mandatory rules applicable to consumers.

24. Standard Withdrawal Form

B2C To be used only when the contract is legally subject to a right of withdrawal.

25. Final Provisions

If any provision of these Terms and Conditions is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.

The fact that DECRETON does not immediately invoke a contractual provision does not constitute a waiver of its right to invoke it at a later date.

The applicable Terms and Conditions are those in effect on the date the contract is entered into.

Any subsequent changes to the Terms and Conditions apply to new orders. They do not retroactively alter a contract that has already been entered into, unless the parties agree otherwise or a legal provision provides otherwise.