1. Purpose

These Terms of Sale govern the provision of operational systems design, workflow implementation, and reliability-focused process services by Aetherion Sentinel, operated by James Serra as a sole proprietor (Entrepreneur Individuel).

The services are designed to improve the reliability of day-to-day business operations, including but not limited to lead handling, missed-call follow-up, customer communications, and quote or enquiry follow-up for small and medium-sized businesses.

2. Services Provided

Services may include, but are not limited to:

• Design and implementation of operational systems and workflows

• Integration of communication channels (SMS, email, WhatsApp, web forms, CRM tools)

• Configuration of automated responses, notifications, and follow-up processes

• AI-assisted configuration for message handling, lead routing, and appointment booking

• Ongoing maintenance, monitoring, optimisation, and minor adjustments to deployed systems

The Provider does not offer:

• Strategic consulting or business advisory services

• Business intelligence, OSINT, or geopolitical analysis

• Legal, financial, tax, or compliance advice

• Private security, surveillance, or investigative services

All services are strictly limited to operational system implementation and technical configuration.

3. Orders and Confirmation

Each engagement shall be defined by a written quotation specifying:

• Scope of services

• Implementation timeline

• One-time installation fee

• Ongoing maintenance and/or optimisation retainer

• Any performance-based fees, where applicable

• Payment terms

Services may be structured as one or more of the following:

• A one-time installation fee, payable in full prior to commencement

• A recurring maintenance and optimisation retainer, and/or

• A performance-based retainer calculated per appointment booked

The contract becomes binding upon:

• Signature or written acceptance of the quotation by the Client, and

• Full payment of the installation fee, where applicable.

No work shall commence until the installation fee has been paid in full.

4. Pricing and Invoicing

All prices are quoted in euros (€), exclusive of VAT
(VAT exempt – Article 293 B of the French Tax Code).

Unless otherwise stated in the quotation:

Installation Fee

• The installation fee is payable 100% upfront prior to commencement of any work

• Installation fees are non-refundable once work has begun

Maintenance & Optimisation Retainer

• Ongoing maintenance and optimisation services are billed as a monthly retainer

• The scope of services included in the retainer is defined in the quotation

• Retainers are billed on a recurring basis according to the agreed billing cycle

Performance-Based Retainer (Where Applicable)

• Where agreed, a performance-based retainer may apply in addition to or in place of a fixed monthly retainer

• This fee is calculated as a percentage of booked appointments generated by the implemented systems

• The applicable percentage shall range between 10% and 15% per appointment booked, as specified in the quotation

The definition of a “booked appointment,” tracking method, reporting frequency, and billing cycle shall be clearly set out in the quotation.

Any third-party costs (including but not limited to AI ads, software subscriptions, messaging fees, API usage, or platform charges) remain the responsibility of the Client unless expressly included in writing.

5. Payment Terms

Payment terms are defined in the quotation and corresponding invoices.

Unless otherwise agreed in writing:

• Installation fees are payable 100% upfront and are required before any work begins

• Monthly maintenance or optimisation retainers are payable in advance at the start of each billing period

• Performance-based fees are invoiced monthly in arrears, based on the agreed reporting period

Invoices are payable within 15 days of the invoice date unless otherwise stated.

Late payments will automatically incur:

• Penalties equal to three (3) times the French legal interest rate

• A fixed recovery fee of €40 (Article L441-10 of the French Commercial Code)

The Provider reserves the right to suspend services in the event of non-payment, without liability.

Performance-based fees relate solely to appointment booking activity and do not constitute a guarantee of revenue, sales, attendance, or business outcomes. The Provider is not responsible for appointment attendance, conversion, or any resulting commercial performance.

6. Obligations of the Provider

Aetherion Sentinel undertakes to:

• Perform services with reasonable care and professional diligence

• Implement systems in accordance with the agreed scope

• Maintain confidentiality of Client information

• Provide maintenance and optimisation services as defined in the quotation, where applicable

The Provider is bound by an obligation of means, not an obligation of results.
No guarantee is given regarding revenue increase, conversion rates, business growth, or financial outcomes.

7. Obligations of the Client

The Client agrees to:

• Provide accurate, complete, and timely information required for implementation

• Grant access to necessary platforms, tools, and accounts

• Respond promptly to requests necessary for delivery

• Use the implemented systems in compliance with applicable laws and regulations

• Pay all invoices in accordance with the agreed terms

The Provider shall not be held responsible for failures or delays caused by incomplete information, delayed responses, third-party platform limitations, service outages, or changes imposed by external providers.

8. Confidentiality

Both parties agree to treat all exchanged information as strictly confidential, except where disclosure is required by law or by a competent authority.

This obligation survives termination of the contract.

9. Liability

The Provider’s liability is strictly limited to the total amount paid by the Client for the service concerned.

Under no circumstances shall the Provider be liable for:

• Loss of profits or revenue

• Loss of business opportunities

• Indirect, consequential, or reputational damages

• Failures, changes, or disruptions caused by third-party platforms or services

10. Force Majeure

The Provider shall not be held liable for failure or delay in performance due to force majeure as defined under Article 1218 of the French Civil Code, including but not limited to natural disasters, cyber incidents, service outages, or governmental restrictions.

11. Intellectual Property

All system configurations, workflows, templates, documentation, and related materials remain the intellectual property of the Provider until full payment is received.

Upon full payment, the Client is granted a non-exclusive, non-transferable right of internal use.
Any resale, redistribution, or reproduction for third parties is prohibited without prior written consent.

12. Termination

In the event of material breach by either party, the contract may be terminated after fifteen (15) days’ written notice remains unremedied.

If the Client terminates the contract without fault by the Provider:

• Services already performed remain payable in full

• Installation fees are non-refundable

• Monthly services may be terminated in accordance with the notice period specified in the quotation

• Any outstanding balances or fees already invoiced remain payable

13. Governing Law and Jurisdiction

These Terms of Sale are governed by French law.

Any dispute shall fall under the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Aix-en-Provence.

14. Acceptance

By engaging the services of Aetherion Sentinel, the Client acknowledges having read, understood, and accepted these Terms of Sale without reservation.