By engaging Systemic Lab for Design services, you agree to the following terms and conditions:
These Terms & Conditions (the "Terms") govern the provision of services by Systemic Lab (the "Consultant") to its clients (the "Client") within the framework of French and European law.
Any engagement implies full and unreserved acceptance of these Terms, which may be supplemented by a proposal, statement of work ("SOW"), or specific agreement.
1. Scope of Services
Systemic Lab provides consulting services including, but not limited to: systemic design consulting, product and platform strategy, digital architecture, design leadership advisory, and transformation support (the "Services").
The scope, duration, deliverables (if any), and applicable conditions of the Services are defined in writing prior to commencement, either in a commercial proposal, SOW, or specific contract.
Systemic Lab is bound by an obligation of means (obligation de moyens) and not by an obligation of results.
2. Fees
2.1 Fee Structure
For large corporate clients and long-term engagements, the Services may be provided on the basis of a fixed quarterly fee (forfait trimestriel) rather than a daily consulting fee.
In such cases, fees are determined according to the TMA (Time, Means and Allocation) proposed, the scope of the Services, the level of expertise mobilized, and the expected governance and delivery model.
The applicable fee structure (daily rate or fixed quarterly fee), amount, scope, and payment schedule are defined and agreed upon in writing prior to the commencement of the Services, in a proposal, statement of work (SOW), or specific agreement.
2.2 Revision of Fees
In the event of a material change in the scope, complexity, level of involvement, or resources required for the Services, the fees may be revised subject to the Client’s prior written approval.
3. Billing and Payment Terms
For fixed-fee engagements, fees are invoiced on a quarterly basis, in advance or in arrears, as specified in the applicable contractual documents.
For time-based engagements, fees are invoiced on a monthly basis, based on the Services actually performed.
Payment shall be made either:
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through a third-party intermediary platform selected by the Client and accepted by Systemic Lab; or
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through a direct contractual agreement executed between the parties.
Unless otherwise specified, invoices are payable within thirty (30) days from the invoice date, in accordance with standard large corporate payment practices.
In the event of late payment, statutory late payment interest and fixed recovery costs shall apply in accordance with Articles L.441-10 and D.441-5 of the French Commercial Code, without prejudice to Systemic Lab’s right to suspend the Services.
4. Expenses and Taxes
All fees are expressed exclusive of taxes. Applicable taxes, including VAT, are charged in accordance with applicable French and European regulations.
Reasonable expenses incurred in the performance of the Services are not included in the Daily Rate and shall be reimbursed only if expressly approved in advance in writing by the Client.
5. Intellectual Property
Unless otherwise agreed in writing, all methodologies, frameworks, tools, know-how, and pre-existing materials developed or used by Systemic Lab remain its exclusive intellectual property.
Upon full payment of the fees, the Client is granted a non-exclusive, non-transferable, and limited right of use of the deliverables created specifically for the Client, strictly for internal purposes.
No transfer of intellectual property rights is implied beyond what is expressly stated.
6. Confidentiality
Each party undertakes to keep strictly confidential all information disclosed by the other party in the context of the Services and not to disclose such information to any third party without prior written consent, except as required by law.
This obligation shall survive the termination of the contractual relationship for a period of five (5) years.
7. Liability
Systemic Lab’s liability is limited to direct damages proven by the Client and expressly excludes any indirect or consequential damages, including loss of profit, loss of opportunity, or commercial loss.
In any event, Systemic Lab’s total liability shall be capped at the total amount of fees paid by the Client during the twelve (12) months preceding the claim.
8. Term and Termination
The contractual relationship shall commence on the effective date defined in the applicable agreement and shall remain in force for its specified duration.
Either party may terminate the engagement for convenience by providing written notice, subject to the notice period defined in the applicable agreement or, failing that, a reasonable notice period in accordance with French law.
Any Services performed up to the effective termination date shall remain due and payable.
9. Independence of the Parties
Systemic Lab acts as an independent contractor. Nothing in these Terms shall be construed as creating a partnership, joint venture, employment relationship, or agency between the parties.
10. Non-Solicitation and Non-Poaching
During the term of the engagement and for a period of twelve (12) months following its termination for any reason, the Client shall refrain from directly or indirectly soliciting, hiring, or engaging any employee, contractor, or collaborator of Systemic Lab who was involved in the performance of the Services.
In the event of a breach of this obligation, the Client shall be liable to pay Systemic Lab a fixed indemnity equal to twelve (12) months of the gross remuneration (or equivalent fees) of the concerned individual, without prejudice to Systemic Lab’s right to seek additional damages.
11. Governing Law and Jurisdiction
These Terms are governed by French law.
Any dispute relating to their interpretation or performance shall fall under the exclusive jurisdiction of the competent courts of Paris, unless mandatory legal provisions provide otherwise.
12. Non-Exclusivity
Unless expressly agreed otherwise in writing, the Services are provided on a non-exclusive basis.
Systemic Lab remains free to perform similar services for other clients, including clients operating in comparable sectors, provided that such engagements do not result in a breach of confidentiality or conflict of interest.
13. Economic Independence
Nothing in these Terms shall be construed as creating a relationship of economic dependence within the meaning of Article L.420-2 of the French Commercial Code.
The Client acknowledges that Systemic Lab operates an independent consulting activity and maintains a diversified client base.
14. Audit and Compliance
Upon reasonable prior written notice, the Client may conduct an audit limited strictly to the verification of compliance with the contractual obligations directly related to the Services.
Any such audit shall:
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be conducted during normal business hours,
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not disrupt the operations of Systemic Lab,
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exclude access to confidential information unrelated to the Services,
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and be conducted at the Client’s sole expense.
Systemic Lab
Terms & Conditions +
LAST UPDATE : 1.5.2026
Miscellaneous
If any provision of these Terms is held to be invalid, the remaining provisions shall remain in full force and effect.
No waiver of any breach shall be deemed a waiver of any subsequent breach.
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