The following terms & conditions apply between Demoucelle and each of its clients (denominated herein [client]) whenever (1) these terms and conditions are referenced to in Demoucelle’s proposal for assistance, and (2) the latter has been accepted by ‘client’; unless explicitly specified otherwise.

1. Confidentiality
All discussions and exchanges between Demoucelle and [client] will be kept entirely confidential and will strictly remain between the parties and individuals involved. During our project work, some business-sensitive issues or privileged information might be exchanged and exposed. Demoucelle commits not to use any such information outside the scope and purpose of the project.

2. Reference
Both Demoucelle and [client] are free to use and mention the name of each other respectively as client and as supplier of services. Such simple mention of name may appear on written or electronic documents, including but not limited to proposals, brochures, presentations, website. No further or explicit description of the type of services between Demoucelle and [client] will be mentioned, unless otherwise agreed by both parties.

3. Non-Compete
Demoucelle will not engage with another client in the same industry, on any project that might endanger the results, objectives, or success of an earlier [client] project.
This applies to Business Align services only, not to People Align, Boost, Coach or Develop services (see Services for description).
Exceptions to this non-compete engagement are (i) the earlier project is finished for 6 months, or (ii) the earlier project client gives approval.

4. Activities
The activities performed in the course of a project are those clearly detailed in the ‘Proposal for Assistance’. Any other activity, not described therein but explicitly requested by [client], will be considered supplementary work and billed in addition to the fees mentioned in the proposal, at an hourly rate similar to the one applied to the described activities, unless waived by Demoucelle. Such activities include (but are not limited to): writing or reviewing client-internal invitational or descriptive memos, providing translations beyond existing materials, conducting intakes or debriefs with incremental stakeholders, or advising on beyond-scope topics.

5. Liability
The provision of services by Demoucelle for [client] is on a ‘best-effort’ basis, with no obligation of results. Demoucelle will bear no responsibility from any loss or damage by [client] which would occur as a direct or indirect result of the services provided by Demoucelle to [client]. Demoucelle and [client] agree that the maximum financial liability of Demoucelle cannot under any circumstances exceed the amount of the professional fees as indicated in the ‘Proposal for Assistance’.


September 18th, 2014. General Terms & Conditions.