General terms of sale

Article 1 — Purpose and scope

These general terms of sale (GTS) govern the services provided by Hunter BI, an enterprise AI advisory and engineering firm established in Casablanca, Morocco, to its professional clients:

• advisory, engineering, governance and training services in enterprise artificial intelligence;
• resale of third-party publishers' software licences, in particular ChatGPT Enterprise (OpenAI) and Claude Enterprise (Anthropic).

Any order implies unreserved acceptance of these GTS, which prevail over any other document issued by the client, save for a written derogation accepted by Hunter BI. Specific conditions, set out in the quotation or contract, may supplement or amend the present terms.

Article 2 — Quotation and order

Each engagement is the subject of a quotation or commercial proposal describing the scope, method, deliverables, schedule and price. The quotation is valid for 30 days from its issuance, unless stated otherwise.

The order is deemed firm upon receipt of the signed quotation (or the corresponding purchase order) and, where applicable, of the agreed down payment. Any request to change the scope during the engagement gives rise to a costed amendment.

Article 3 — Pricing and invoicing

Prices are stated exclusive of tax, in Moroccan dirhams (MAD), euros (EUR) or US dollars (USD) as specified in the quotation. VAT and any applicable tax are added at the rate in force on the invoice date.

Unless stated otherwise in the quotation, invoices are payable within 30 days of their issue date, with no discount for early payment. A down payment may be required at the start of the engagement.

For third-party publishers' licences, prices follow the publisher's pricing schedule in force on the order date; any price change imposed by the publisher is passed through at renewal.

Any late payment automatically triggers late-payment penalties at the legal rate in force in Morocco, as well as the possible suspension of ongoing services after a formal notice has remained without effect.

Article 4 — Delivery timelines

The timelines indicated in the quotation run from receipt of the firm order, of any down payment and of all items owed by the client (access, data, points of contact). They are given in good faith and are not of the essence: a reasonable delay cannot give rise to any penalty or cancellation, unless otherwise stipulated in writing.

Delays attributable to the client (unavailability of teams, access not provided, deferred decisions) extend the schedule accordingly and may give rise to re-invoicing of waiting time.

Article 5 — Obligations of the parties

Hunter BI undertakes to perform the services professionally and diligently, in accordance with the applicable standards of the profession, under a best-efforts obligation, save for an obligation of result expressly stipulated in the contract.

The client undertakes to:

• provide, within the agreed timelines, the information, access and data required for the engagement;
• designate a contact person authorised to make decisions relating to the project;
• ensure the lawfulness of the data entrusted to Hunter BI, in particular with regard to Law 09-08;
• settle invoices on the agreed due dates.

Article 6 — Confidentiality

Each party undertakes to preserve the confidentiality of information of any kind communicated by the other party in connection with the engagement, throughout its duration and for 5 years after its end.

Hunter BI cites the client's name as a commercial reference only with its prior written consent. A specific confidentiality agreement may be concluded at the client's request; it then prevails over this article.

Article 7 — Intellectual property of deliverables

Deliverables specifically developed for the client (documents, code, configurations, training materials) are assigned to the client, after full payment of the price, for its internal needs.

Hunter BI retains ownership of its methods, know-how, tools, libraries and generic components that pre-exist or are developed transversally, over which the client is granted a non-exclusive right of use within the scope of the deliverables.

Third-party publishers' software licences (in particular ChatGPT Enterprise and Claude Enterprise) remain governed by the contractual terms of their respective publishers, which the client accepts upon activation of the service.

Article 8 — Liability

Hunter BI's liability is limited to direct and foreseeable damages caused by a proven fault in the performance of the services. It is capped, all causes combined, at the amount exclusive of tax actually paid by the client in respect of the engagement concerned over the last 12 months.

Hunter BI cannot be held liable for indirect damages (loss of operations, loss of data, commercial or reputational harm), for decisions taken by the client on the basis of the deliverables, or for interruptions, changes or limitations attributable to third-party publishers and platforms.

The client remains solely responsible for the use of the AI systems deployed, for the human validation of the generated outputs and for the compliance of its own data processing.

Article 9 — Governing law and jurisdiction

These GTS and all the services they govern are subject to Moroccan law.

In the event of a dispute, the parties shall first seek an amicable solution for 30 days. Failing agreement, any dispute falls within the exclusive jurisdiction of the courts of Casablanca, notwithstanding a plurality of defendants or third-party proceedings.