Terms & Conditions

General Terms of Sale

General Terms of Sale

Diligence Consulting · House of Educational Diplomacy®
Version in force as of 25 August 2026 · Version 3.1

Section I · Framework

1. Identification of the provider

The services covered by these Terms are provided by:

2. Purpose, scope and acceptance of the Terms

2.1 Purpose

These Terms define the conditions under which the House provides its strategic and institutional advisory services to its professional clientele (companies, institutions, educational groups, investors, foundations, universities).

2.2 Professional scope

The House addresses exclusively a professional clientele. These Terms do not apply to consumers within the meaning of French consumer law. The fourteen-day withdrawal right provided under article L221-18 of the French Consumer Code does not apply, subject to any mandatory provisions that may apply to certain professionals under article L221-3 of the French Consumer Code.

In accordance with article L441-1 of the French Commercial Code, these Terms constitute the sole basis for commercial negotiation. Any derogation shall be subject to written agreement in the engagement letter specific to the service concerned.

2.3 Acceptance of the Terms

The submission of an Arché determination request through the online form does not constitute acceptance of these Terms, in accordance with Article 4.2 below.

These Terms become binding upon the Commanditaire:

• upon written acceptance of an Arché opening proposal issued by the House, or
• upon signature of an engagement letter for any institutional mandate, or
• upon effective payment of the fees corresponding to an accepted proposal, whichever occurs first.

3. Nature of the services

The House provides strategic advisory services in educational diplomacy, institutional structuring, and regulatory exposure reading. The services include in particular:

• Prior institutional readings (Arché)
• Institutional architecture mandates
• Execution mandates
• Governance mandates
• Institutional arbitration mandates
• Strategic regulatory positioning advisory
• Preparation for institutional recognition, certification, registration or qualification procedures, whether French or international, including without limitation Qualiopi, RNCP, RS, EESPIG or equivalent frameworks

The services do not constitute professional training services within the meaning of articles L6313-1 et seq. of the French Labour Code, nor services directly subject to Qualiopi certification. The House is not registered as a vocational training provider and does not deliver continuing professional training.

3.1 Preparation for institutional recognition procedures

When the House accompanies a Commanditaire in the preparation for an audit, a certification or a labelling procedure, this service constitutes exclusively an advisory mission. It does not constitute an official audit, a certification, or training. Responsibility for obtaining the outcome sought lies with the Commanditaire and the competent authority or certification body, which alone is competent to render the decision. The success of the final procedure depends in particular on the quality, accuracy, and effective implementation of the documentation, procedures, and supporting evidence produced by the Commanditaire within its own scope.

Section II · Arché process

4. Arché · Institutional determination process

Arché designates the institutional determination rendered by the House at the threshold of any engagement. It produces a written, signed and confidential verdict: GO, NOT YET or NO GO.

4.1 Nature of Arché

Arché is reserved for institutional situations justifying a prior reading. It is not a general advisory service and does not substitute for any standard commercial service.

4.2 Determination request

The request form accessible on /en/entry-under-the-arch/ constitutes a request for preliminary examination, not an order.

The submission of the form creates no obligation whatsoever for the House:

• no obligation to open the Arché instruction
• no obligation to propose a reading
• no obligation to communicate financial conditions

The submission of the form does not constitute acceptance of these Terms.

4.3 Preliminary examination

Upon receipt of the request, the House conducts a preliminary examination to determine whether the situation submitted justifies the opening of an Arché determination.

The indicative time for preliminary examination is seven (7) business days. This time frame does not constitute a contractual commitment.

4.4 Selection outcome

At the conclusion of the preliminary examination, the House either:

• declines to open Arché, at its discretion, subject to any mandatory rules that may apply, or
• proposes to open Arché through the communication of the applicable financial and operational conditions

A decision not to open Arché gives rise to no invoicing. It signifies that the House does not proceed with the request.

4.5 Opening of Arché

The Arché instruction begins only cumulatively:

• upon written acceptance by the Commanditaire of the financial conditions communicated by the House
• upon effective receipt of full payment
• upon receipt of the documentary elements necessary for the reading

4.6 Verdict and deliverable

At the conclusion of the instruction, the House delivers to the Commanditaire a written, signed and confidential verdict: GO, NOT YET or NO GO.

The verdict is reserved for the internal institutional use of the Commanditaire. It may not be communicated to third parties without the prior written authorisation of the House.

4.7 Non-refundable nature

Payment of Arché constitutes a firm commitment. The amount paid is non-refundable and non-transferable to a third party or to another service, including in the case of a NOT YET or NO GO verdict.

The Commanditaire expressly acknowledges that the value of the service lies in the reading itself and not in the direction of the verdict.

4.8 Invoicing

An invoice compliant with the mandatory mentions of article L441-9 of the French Commercial Code is issued within a maximum of twenty-four (24) hours after receipt of payment, and sent to the professional e-mail address provided by the Commanditaire.

Section III · Mandate architecture

5. Institutional mandates and steering

5.1 Formalisation

Any institutional mandate (architecture, execution, governance, arbitration) is the subject of a specific engagement letter signed between the House and the Commanditaire. The engagement letter specifies in particular:

• the purpose and scope of the mandate
• the expected deliverables and their exclusions
• the contractual milestones and the indicative schedule
• the dependencies of the Commanditaire by milestone
• the fees and their payment schedule
• the House Project Lead and the Commanditaire Project Lead, both named
• any specific conditions

In case of divergence between the engagement letter and these Terms, the engagement letter prevails for the scope of the service concerned.

5.2 Payment terms

Unless otherwise provided in the engagement letter, mandate fees are paid according to the following schedule:

• Fifty per cent (50%) upon signature of the engagement letter, as a firm and definitive down payment
• Fifty per cent (50%) upon delivery of the final deliverable, payable upon receipt of the corresponding invoice

For institutional Commanditaires whose administrative payment cycles do not allow immediate settlement, a specific payment schedule may be negotiated in the engagement letter.

5.3 House Project Lead

For each mandate, the House appoints a House Project Lead in charge of operational steering, deliverables monitoring and coordination with the Commanditaire. The name of the House Project Lead is set out in the engagement letter.

5.4 Commanditaire Project Lead

The Commanditaire in turn appoints a Commanditaire Project Lead, vested with the operational authority required to:

• transmit the information and documents requested
• collect internally the elements needed for the execution of the mandate
• validate intermediate milestones from an operational standpoint
• consolidate internal feedback and positions
• ensure compliance with the contractual schedule
• coordinate the mandate within the Commanditaire’s organisation

Failing express designation, the signatory of the engagement letter is deemed to be the Commanditaire Project Lead.

In case of prolonged unavailability (exceeding fifteen (15) business days) of the Commanditaire Project Lead, the Commanditaire undertakes to designate without delay a replacement holding the same level of operational authority.

5.5 Suspension

The House reserves the right to suspend execution of the mandate in the event of:

• non-payment of a due invoice
• communication of incomplete, inaccurate or misleading information
• compromise of the integrity of the Commanditaire’s governance brought to the attention of the House
• a request from the Commanditaire undermining the institutional integrity of the service

6. Schedule, dependencies and fee exigibility

The contractual schedule rests on the active cooperation of the Commanditaire.

Each milestone assumes cumulatively:

• the completion by the House of the diligences incumbent upon it
• the transmission by the Commanditaire of the elements, decisions, validations and documents needed

6.1 Exigibility of milestone fees

6.2 Traceability mechanism

When the completion of a milestone is prevented by a failure attributable to the Commanditaire, the House notifies the Commanditaire in writing of the missing elements and grants a reasonable regularisation period, which shall not exceed thirty (30) calendar days.

If the Commanditaire fails to remedy within this period, the fees attached to the milestone become exigible, provided that the diligences which the House could reasonably accomplish independently of the Commanditaire have been performed.

6.3 Suspension after prolonged inactivity

After a period of inactivity attributable to the Commanditaire exceeding forty-five (45) calendar days:

• the mandate is suspended by operation of law
• the operational capacity reserved is released
• resumption of the mandate takes place according to the effective availability of the House at the time of resumption, without commitment to any deadline

6.4 Closure of dormant mandates

After a period of inactivity attributable to the Commanditaire exceeding ninety (90) calendar days from the initial notification of missing elements, the House may:

• close the mandate
• issue an invoice for all amounts due, including the exigible portion of the interrupted milestone
• require the conclusion of a new engagement letter to resume any subsequent activity

7. Capacity reservation

The signature of an engagement letter entails the reservation by the House of an operational capacity dedicated to the mandate.

This capacity is allocated on the basis of the initial contractual schedule.

A significant delay attributable to the Commanditaire (exceeding thirty (30) calendar days) entails the loss of the reserved slot and the rescheduling of the mandate according to the effective availability of the House at the time of resumption. The House cannot be required to maintain indefinitely a capacity mobilised by a mandate without effective execution.

8. Substantial modification of scope

Any substantial modification of the Commanditaire’s project during the execution of the mandate is not automatically covered by the initial mandate.

The following are notably considered as substantial modifications:

• the opening of a new programme
• the opening of a new campus
• the creation of a new legal entity
• the extension to a new jurisdiction
• a substantial modification of governance
• the opening of a new recognition pathway
• a change of major institutional partner

Any substantial modification may give rise, at the discretion of the House, to:

• a new preliminary determination
• a revision of the scope of the ongoing mandate
• a supplementary engagement letter
• the conclusion of a new mandate

9. Deviation from the recommended framework

When the House issues a written recommendation and the Commanditaire voluntarily elects a different orientation, the House shall not be liable for the consequences resulting directly or indirectly from such deviation, except to the extent that such consequences are attributable to a proper breach of the House’s own obligations.

This clause covers in particular decisions concerning:

• regulatory orientation
• the deployment schedule
• public exposure
• student enrolments
• institutional communication
• programme modifications
• governance modifications
• direct relationships with a third-party authority

Any institutional initiative taken by the Commanditaire outside the agreed sequencing entitles the House to:

• suspend the mandate
• re-examine the architecture
• propose a new scope or an amendment

10. Information provided by the Commanditaire

The Commanditaire warrants that the information, documents and data transmitted to the House are:

• accurate
• complete
• up to date
• lawfully communicable, meaning that the Commanditaire warrants holding any legal basis, authorisation, information of the data subjects and, where applicable, any right necessary to allow such transmission and processing, in particular under the GDPR and any other applicable confidentiality obligations

The Commanditaire undertakes to inform the House without delay of any modification, decision or event likely to affect the analysis or the execution of the mandate.

Unless a verification mission is expressly provided in the engagement letter, the House may reasonably rely on the information and documents transmitted by the Commanditaire without having to verify their accuracy.

Any inaccuracy, omission or obsolescence of information attributable to the Commanditaire is the sole responsibility of the latter.

Section IV · Financial terms

11. Fees and payment terms

Fees are quoted in euros excluding tax. Value Added Tax is added at the rate in force on the date of invoicing.

Payment methods are:

• Arché: full payment upon acceptance of the opening proposal, prior to instruction
• Mandates: bank transfer according to the schedule of the engagement letter (50% down payment + 50% upon delivery of the final deliverable, unless otherwise stipulated)
• Payment term: upon receipt of invoice, in accordance with article L441-10 of the French Commercial Code

No discount is granted for early payment.

12. Late payment penalties and lump-sum indemnity

Any payment not made within the agreed period gives rise, by operation of law, without prior formal notice and without formality, to:

• the application of late payment penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten percentage points, in accordance with article L441-10 of the French Commercial Code
• a lump-sum indemnity for recovery costs of forty (40) euros per unpaid invoice, in accordance with article D441-5 of the French Commercial Code
• additional compensation upon presentation of supporting documents, if the recovery costs actually incurred by the House exceed the lump-sum amount

The House reserves the right to suspend any ongoing service until full payment of the sums due.

Section V · Contract lifecycle

13. Withdrawal, suspension and termination

13.1 Withdrawal by the Commanditaire during the mandate

In the event of interruption of the mandate at the initiative of the Commanditaire, for any reason whatsoever and except in the event of serious breach attributable to the House:

• the amounts already paid remain definitively acquired by the House
• the work performed up to the date of interruption remains invoiceable on a pro rata basis, calculated on the advisory time engaged and the intermediate deliverables produced
• suspension of the services takes effect immediately upon receipt of the notice of interruption
• intermediate deliverables produced before the interruption are delivered to the Commanditaire subject to full payment of the invoiced sums

13.2 Termination for breach by the Commanditaire

In accordance with article 1225 of the French Civil Code, the House may terminate the mandate by operation of law, without indemnity due to the Commanditaire, in the event of any of the following breaches:

• non-payment of an invoice due, unremedied within thirty (30) days of formal notice
• persistent communication of incomplete, inaccurate or misleading information
• compromise of the integrity of the Commanditaire’s governance
• any request undermining the institutional integrity of the service
• any serious breach of the contractual or ethical obligations of the Commanditaire

Termination becomes effective thirty (30) days after formal notice remained without effect, save for cases of manifest urgency where immediate termination is justified.

13.3 Termination for serious breach by the House

In the event of a serious breach attributable to the House, the Commanditaire may terminate the mandate after a formal notice that has remained without effect for thirty (30) days. In this case, the Commanditaire is reimbursed for the pro rata corresponding to undelivered deliverables.

13.4 Consequences of suspension and termination

The provisions of Articles 6.3 (suspension after 45 days of inactivity) and 6.4 (closure after 90 days) apply autonomously and do not require formal notice, without prejudice to the rights and remedies of the parties under this Article 13.

Section VI · Protection of information

14. Confidentiality

14.1 Reciprocal undertaking

Each party undertakes to keep confidential all information relating to the activity, organisation, strategy and governance of the other party communicated within the framework of the services.

14.2 Two protection regimes

The confidentiality undertaking is subject to two regimes:

• Commercial and operational information: the confidentiality undertaking remains in force for a period of five (5) years after the end of the service, unless otherwise agreed in the engagement letter.
• Doctrines, methods, architectures, know-how, trade secrets and non-public elements of the House: the confidentiality undertaking remains in force as long as such elements retain their confidential character, without any time limit.

14.3 Standard exceptions

The confidentiality undertaking does not apply to information that:

• was already lawfully in the public domain at the time of disclosure
• was already lawfully known to the receiving party prior to disclosure
• was independently developed by the receiving party without breach of the confidentiality obligation
• must be disclosed pursuant to a mandatory legal or regulatory obligation or a request from a competent authority

15. Intellectual property

All methods, doctrines, frameworks, vocabularies, readings, verdicts, deliverables and intellectual productions of the House, including the registered trademark Educational Diplomacy®, remain the exclusive property of Diligence Consulting.

The delivery of deliverables to the Commanditaire grants a right of internal and institutional use, non-transferable and non-sublicensable.

15.1 Right of necessary transmission

By exception to the preceding paragraph, the Commanditaire may transmit the deliverables to the following third parties, when such transmission is necessary to the execution of the mandate and under a confidentiality undertaking equivalent to that of Article 14:

• its own legal counsel
• its statutory auditors
• a competent administrative authority requesting the deliverable
• a designated institutional partner strictly within the scope of the mandate

15.2 Reservation of prior rights

The House retains ownership of the tools, methodologies and doctrinal productions developed prior to or independently of the service. Any reproduction, distribution, commercial exploitation, publication or communication to a third party outside the scope of Article 15.1 requires the prior written authorisation of the House.

16. Personal data

The personal data communicated to the House in the context of the services are processed in accordance with Regulation (EU) 2016/679 of 27 April 2016 (GDPR) and French law No. 78-17 of 6 January 1978 as amended.

Detailed information on the processing carried out by the House as a data controller (purposes, legal bases, retention periods, recipients, data subject rights) is set out in the Privacy Policy published on the website.

When, in the context of a mandate, the House processes personal data on behalf of the Commanditaire (data concerning directors, teachers, students, applicants or personnel of the Commanditaire), the parties enter into a Data Processing Agreement compliant with article 28 of the GDPR, annexed to the engagement letter.

Section VII · Liability

17. Liability

17.1 Third-party authorities and institutions

The House exercises no control over the decisions of third-party authorities, notably:

• Rectorat, Ministry of Higher Education and Research, DREETS
• France Compétences, France Éducation International
• HCERES and any national or European evaluation agency
• certification bodies (Qualiopi and equivalents)
• academic or institutional partners
• any French, European or international authority

Announced or estimated administrative timeframes are indicative. They in no way constitute a commitment of the House.

The silence of an authority cannot be presented as a result obtained by the House when the applicable law does not attach such a consequence to it.

17.2 Best-efforts obligation, without waiver of the essential obligation

The House is bound by a best-efforts obligation regarding the institutional outcome. It does not guarantee the obtention of an authorisation, a registration, a certification, a recognition or any other decision of a third-party authority.

This best-efforts obligation does not deprive of its substance the essential obligation of the House: when contractually engaged to produce a note, carry out an analysis or prepare a file, it remains bound to accomplish such service.

17.3 Exclusions of liability

The liability of the House cannot be engaged for:

• decisions taken autonomously by the Commanditaire, including decisions contrary to the written recommendations of the House
• timeframes attributable to a third-party authority
• the refusal, withdrawal or non-obtention of an authorisation, accreditation, recognition or approval
• the use of deliverables by the Commanditaire not in accordance with the recommendations of the House
• inaccurate, incomplete or obsolete information communicated by the Commanditaire

17.4 Economic decisions of the Commanditaire

The House is not liable for the economic and financial decisions taken under the sole responsibility of the Commanditaire, including but not limited to:

• lease commitments
• recruitment decisions and payroll commitments
• student enrolment decisions
• public communication decisions
• investment decisions

17.5 Indirect damages

Within the limits of what applicable law effectively permits to exclude, the House shall not be liable for indirect damages, including loss of turnover, loss of commercial opportunity, launch costs, or other consequential financial losses.

17.6 Financial cap

Save in the case of gross negligence or wilful misconduct, the financial liability of the House shall in any event be capped at the amount excluding tax actually paid by the Commanditaire for the service giving rise to the alleged damage.

Section VIII · Structural clauses

18. Absence of representation power

The House acts as an institutional advisor and architect. It holds no general power to bind the Commanditaire vis-à-vis any administration, institution, authority or third party, save under an express written mandate to that effect.

Reciprocally, the Commanditaire shall not present the House as guaranteeing, endorsing or vouching for any institutional decision taken by the Commanditaire itself.

Any communication implying such representation without a specific mandate is prohibited and engages the sole responsibility of the party concerned.

19. Non-legal nature of the services

The services of the House constitute strategic and institutional advisory services. They do not constitute legal consultation within the meaning of the French Law No. 71-1130 of 31 December 1971 (articles 54 and 60), which reserves regulated legal consultation to duly authorised legal professionals.

Legal analyses that may be contained in the deliverables are provided on an ancillary basis, in support of the institutional analysis, and do not substitute for the intervention of a qualified legal counsel.

When a matter requires reserved legal consultation, the House refers the Commanditaire to a duly authorised legal professional.

20. Subcontracting and expert engagement

The House may engage, at its discretion and under its own responsibility, experts, partners or subcontractors to contribute to the execution of a mandate.

Such engagement is subject to a confidentiality undertaking equivalent to that of Article 14. The House remains liable to the Commanditaire for the services performed within its own scope.

21. Absence of exclusivity

Unless otherwise expressly stipulated in an engagement letter, no relationship with the House confers on the Commanditaire any exclusivity, whether sectorial, territorial or thematic.

The House may accompany several institutions in parallel, subject to strict management of conflicts of interest and respect for the confidentiality obligations of Article 14.

Should a potential conflict of interest arise, the House shall inform the Commanditaire and shall take the necessary measures, which may include the refusal or termination of a new mandate.

22. Evidence, notifications and electronic communications

22.1 Written form

Contractually binding validations shall be made in writing. Written form includes emails sent to the professional addresses designated in the engagement letter.

22.2 Notifications

Notifications relating to the Terms or to an engagement letter shall be sent to the professional email addresses designated therein. They are presumed received on the business day following transmission, save proof to the contrary.

22.3 Electronic communications and signature

Electronic exchanges and electronic signatures are admitted as evidence in accordance with applicable law.

Informal exchanges through instant messaging tools (WhatsApp, SMS, chat) or through channels not designated in the engagement letter do not constitute contractually binding validations. They do not modify the Terms or the engagement letter.

23. Force majeure

Neither party may be held liable for the non-performance of its obligations in case of force majeure within the meaning of article 1218 of the French Civil Code. The party affected by a force majeure event shall inform the other party as soon as possible. If the event persists for more than sixty (60) days, either party may terminate the contract without indemnity.

Section IX · General provisions

24. Severability and non-waiver

24.1 Severability

Should any provision of these Terms be held null, void or unenforceable, in whole or in part, such nullity shall not affect the validity of the remaining provisions, which shall continue to apply. The parties shall endeavour in good faith to replace the affected provision with a valid provision reflecting the initial economic intent.

24.2 Non-waiver

The fact that a party does not immediately exercise a contractual right or does not immediately sanction a breach of the other party shall not constitute a waiver of such right or of the right to invoke such breach subsequently.

25. Governing law and jurisdiction

These Terms are governed by French law.

In the event of any dispute relating to the formation, execution, interpretation or termination of these Terms or an engagement letter, the parties shall first seek to reach an amicable resolution, for a minimum duration of thirty (30) days from the first written notification.

25.1 Derogatory clause between merchants

When the Commanditaire and the House have both contracted in the capacity of merchant within the meaning of French law, the Commercial Court of Melun shall have exclusive jurisdiction, including in case of multiple defendants, third-party claims or urgent proceedings. This clause is expressly agreed between the parties in accordance with article 48 of the French Code of Civil Procedure.

25.2 Supplementary rule

In all other cases, notably when the Commanditaire is a non-merchant legal entity (foundation, association, entity of public law) or an entity of foreign law, the ordinary rules of territorial jurisdiction apply. French courts remain competent to hear disputes governed by French law under the present Terms, subject to any mandatory rules of international jurisdiction that may apply.

26. Amendments to the Terms

The House reserves the right to amend these Terms at any time.

The new Terms apply to contracts concluded after their entry into force. Ongoing contracts remain governed by the version accepted at the time of their conclusion, save for an amendment accepted by both parties or a modification imposed by a mandatory legal provision.