Effective date 14 September 2026
These Terms govern consultancy, training and AI transformation services supplied directly by Adam Breen, trading as elements.biz. Each engagement is also governed by a proposal, quotation, statement of work or engagement letter.
1 Identity and application
1.1 These Terms of Business (Terms) apply to services supplied by Adam Breen, entrepreneur individuel registered in France under SIRET 508 257 276 00032, whose business address is 92 route de la Croix Saint Jean, Villemartin, 73350 Bozel, France, trading under the brand name elements.biz (elements.biz, we, us or our). elements.biz is a trading name and is not currently a separate legal entity.
1.2 These Terms are published at https://elements.biz and are incorporated into every Proposal that refers to them. By signing or accepting a Proposal, instructing us to begin work, paying an invoice or booking a course, the Client accepts these Terms.
1.3 Client or you means the person or organisation purchasing the Services. A Consumer is an individual acting wholly or mainly outside their trade, business, craft or profession. Provisions expressly applying to Consumers do not apply to Business Clients.
1.4 Proposal means any proposal, quotation, statement of work, engagement letter, booking confirmation or other written document describing an engagement. Services means the work described in the applicable Proposal.
1.5 If a Proposal conflicts with these Terms, the Proposal prevails only where it expressly identifies the provision being varied. Mandatory consumer rights always prevail.
2 Services and delivery
2.1 Services may include AI diagnostics, capability development and training, AI strategy, governance and policy, procurement support, implementation or configuration of third-party tools, fractional Chief AI Officer services, and related advisory work.
2.2 The scope, timetable, fees, assumptions, dependencies and deliverables will be stated in the Proposal. Any material change must be agreed in writing and may affect fees and timing.
2.3 We will perform the Services with reasonable care and skill. Unless the Proposal states otherwise, dates are estimates rather than guarantees.
2.4 We may use suitably qualified associates or subcontractors. We remain responsible to the Client for the Services they perform on our behalf. We may replace an individual where reasonably necessary with someone of suitable competence.
2.5 Services may be delivered remotely or at an agreed location. The Client will provide safe access, suitable facilities and timely access to relevant personnel, systems and information.
3 Client responsibilities
3.1 The Client will provide complete, accurate and timely instructions, information, decisions, access and approvals, and will identify applicable deadlines and regulatory requirements.
3.2 The Client remains responsible for its business decisions, legal and regulatory compliance, technology environment, security controls and the final use of all deliverables and AI outputs.
3.3 The Client must not provide personal, confidential, export-controlled or otherwise restricted information to us or to an AI service unless this is necessary, lawful, within the agreed scope and protected by agreed safeguards. The Client must follow our reasonable data-handling instructions.
3.4 Delay or additional work caused by the Client may extend the timetable and be charged at the rates in the Proposal or, if none are stated, at our then-current rates.
4 Professional boundaries and AI
4.1 Our work is business and technology consultancy. It does not constitute legal, tax, accounting, investment, medical, cybersecurity-certification or other regulated professional advice. The Client should obtain appropriate specialist advice before relying on our work in those areas.
4.2 AI systems and their outputs may be incomplete, inaccurate, biased, insecure, outdated or unsuitable for a particular purpose. Appropriate human review, testing, validation, monitoring and governance are required. We do not guarantee that any AI output will be accurate, complete, unique or free from third-party rights.
4.3 Where we recommend, procure, implement or configure a third-party product, that product remains governed by the vendor’s terms. We are not responsible for the vendor’s acts or omissions, or changes to its pricing, functionality, model behaviour, availability, security or data practices, except to the extent that a loss results directly from our failure to use reasonable care and skill.
4.4 Forecasts, benefits cases and estimates are opinions based on available information and assumptions. Business outcomes and return on investment depend on factors beyond our control and are not guaranteed.
5 Fees expenses and taxes
5.1 Fees and any applicable VAT or other taxes are set out in the Proposal. Unless otherwise stated, time-based fees are charged for time reasonably spent and fixed fees assume that the stated scope and dependencies remain unchanged.
5.2 Reasonable travel, accommodation, subsistence and other third-party expenses are charged separately at cost only where approved by the Client in advance, unless the Proposal already authorises them.
5.3 We may require a deposit, advance payment or staged payments where stated in the Proposal. The Client is responsible for bank charges associated with its payment.
6 Invoicing and late payment
6.1 Unless the Proposal states otherwise, invoices are payable in full within 30 calendar days of the invoice date, without set-off or deduction except where required by law.
6.2 For Business Clients, overdue sums automatically bear interest from the day after the due date at the rate stated on the invoice, which will not be lower than three times the French statutory interest rate. A fixed recovery charge of €40 is also payable for each overdue invoice, together with any additional reasonable recovery costs exceeding that amount where permitted by law.
6.3 Clause 6.2 does not apply to Consumers. Nothing in these Terms limits any mandatory protection available to a Consumer concerning disputed or incorrectly performed Services.
6.4 We may suspend Services on reasonable written notice while an undisputed invoice remains overdue. Suspension does not waive payment obligations or committed cancellation charges.
7 Postponement and cancellation of booked work
7.1 Unless the Proposal states otherwise, where the Client cancels or postpones a training course, workshop or booked consulting day, the following charge applies to the affected fees:
• more than 21 calendar days before the booked date: no cancellation charge;
• more than 7 but no more than 21 calendar days before the booked date: 50%;
• 7 calendar days or fewer before the booked date: 100%.
7.2 We will make reasonable efforts to mitigate loss and, where practical, agree a substitute date. Non-refundable third-party costs authorised by the Client remain payable. For Consumers, this clause operates in addition to, and does not restrict, the statutory cancellation rights in clause 17.
8 Term and termination
8.1 An engagement begins when the Proposal is accepted and continues until completion unless terminated earlier.
8.2 Either party may terminate an ongoing engagement for convenience on 30 days’ written notice. Cancellation charges under clause 7 continue to apply to work already booked within or after the notice period unless otherwise agreed.
8.3 Either party may terminate immediately by written notice if the other commits a material breach and, where the breach can be remedied, fails to remedy it within 14 days after written notice; becomes insolvent; or cannot lawfully continue the engagement.
8.4 On termination, the Client must pay for Services performed, authorised expenses incurred, committed third-party costs and applicable cancellation charges up to the effective termination date. Clauses intended by their nature to survive will continue, including confidentiality, intellectual property, payment, liability and non-solicitation.
9 Confidentiality
9.1 Each party will keep the other’s Confidential Information secret, protect it using reasonable measures and use it only for the engagement. Confidential Information includes non-public commercial, technical, financial, personal and strategic information, whether or not marked confidential.
9.2 Confidential Information may be disclosed to personnel, associates, subcontractors and professional advisers who need it for the engagement and are bound by appropriate confidentiality duties; where required by law or a competent authority; or with the disclosing party’s written consent.
9.3 These duties do not apply to information that the receiving party can show was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed without using the Confidential Information.
9.4 The confidentiality obligations continue indefinitely, subject to mandatory law.
10 Data protection
10.1 Each party will comply with applicable data-protection law, including the EU GDPR, French data-protection law, and the UK GDPR and Data Protection Act 2018 where applicable.
10.2 Where we process personal data on the Client’s documented instructions, the parties will put in place any data-processing terms required by law. The Proposal or a separate data-processing agreement will define the processing and approved subprocessors.
10.3 The Client confirms that it has a lawful basis to disclose personal data and instructions to us. Neither party will enter personal data into a third-party AI system contrary to law, contractual restrictions or agreed policy.
10.4 Our processing as an independent controller is described in the elements.biz Privacy Policy published on our website.
11 Intellectual property
11.1 Background Materials means intellectual property, know-how, tools, frameworks, templates, software, prompts, methods and materials developed independently of the engagement or of general application, including the TUMBLER methodology. We and our licensors retain ownership of the Background Materials.
11.2 Once all invoices for the relevant engagement have been paid, the Client owns bespoke deliverables created specifically and exclusively for it, excluding Background Materials and third-party materials embedded in or required to use them.
11.3 We grant the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use Background Materials incorporated into a paid deliverable to the extent reasonably necessary for the Client’s internal use of that deliverable. The Client may not extract, commercialise, sublicense or use those Background Materials independently unless the Proposal expressly permits this.
11.4 We may use and develop our general skills, experience, ideas, methods and anonymised insights, provided that we do not disclose the Client’s Confidential Information or personal data.
11.5 Third-party materials and AI services remain subject to their applicable licence terms. Because the ownership and protectability of AI-generated material can be uncertain, no assurance is given beyond the rights we are legally able to transfer or license.
12 Publicity
We may use the Client’s name, logo and a high-level description of the engagement in proposals, credentials, the website and other publicity only with the Client’s prior written consent. Any case study or disclosure of results also requires prior written approval.
13 Insurance
We maintain professional liability insurance appropriate to our activities and will provide evidence on reasonable request. Insurance does not increase or replace the limits and exclusions agreed in clause 14.
14 Liability
14.1 Nothing excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, or any liability that cannot lawfully be excluded or limited. Consumer rights are not excluded or restricted.
14.2 Subject to clause 14.1, our total aggregate liability arising from or connected with an engagement, whether in contract, tort including negligence, misrepresentation, breach of statutory duty or otherwise, will not exceed the total fees paid to us by the Client during the 12 months immediately preceding the event giving rise to the claim.
14.3 Subject to clause 14.1 and to the fullest extent permitted by law, neither party is liable for indirect or consequential loss. For Business Clients only, we are not liable for loss of profit, revenue, anticipated savings, opportunity, goodwill or business interruption.
14.4 We are not liable to the extent loss results from inaccurate or incomplete Client information, failure to follow advice or conduct appropriate human review, unauthorised modification or use, a third-party service outside our reasonable control, or a Client decision for which the Client retained responsibility.
15 Non-solicitation
15.1 During an engagement and for 12 months after it ends, the Client must not, without our prior written consent, directly or indirectly employ, engage or contract with an associate, employee or subcontractor introduced to the Client through elements.biz other than through us. This does not restrict a demonstrably pre-existing relationship disclosed to us before the introduction or a response to a general public recruitment campaign not targeted at that person.
15.2 If the Client breaches clause 15.1, it must pay an introduction fee equal to 20% of the person’s gross annual remuneration or, for an independent contractor, 20% of the fees reasonably expected to be paid during the first 12 months of the direct engagement, plus applicable VAT. This reflects recruitment, replacement and lost-opportunity costs and is without prejudice to other remedies.
16 Force majeure
Neither party is liable for delay or failure caused by an event beyond its reasonable control, provided it promptly informs the other party and takes reasonable steps to mitigate the effect. Payment obligations for Services already supplied are unaffected. If the event continues for more than 30 days, either party may terminate the affected Services on written notice.
17 Additional terms for Consumers
17.1 Before a Consumer is bound, the Proposal or booking information will describe the Services, total price, payment and performance arrangements, applicable cancellation rights, complaint handling and other information required by law.
17.2 Where a Consumer concludes a distance or off-premises contract, the Consumer ordinarily has 14 days from conclusion to withdraw without giving a reason. The Consumer may exercise that right by emailing contact@elements.biz with an unambiguous statement.
17.3 If the Consumer expressly asks us to begin during the withdrawal period and later withdraws, the Consumer must pay a proportionate amount for Services supplied before withdrawal. The withdrawal right is lost once the Services have been fully performed only where the Consumer requested early performance and acknowledged that consequence as required by law.
17.4 Nothing in these Terms affects statutory rights concerning conformity, reasonable care and skill, remedies or unfair terms under applicable French or UK consumer law.
18 Complaints mediation law and courts
18.1 A complaint should first be sent to contact@elements.biz. We will acknowledge it promptly and try to resolve it reasonably.
18.2 These Terms and each engagement are governed by French law. A Business Client submits to the exclusive jurisdiction of the competent French courts, subject to any mandatory rule.
18.3 A Consumer retains the benefit of mandatory protections and court rights available under the law of the country in which the Consumer habitually resides. Nothing in this clause prevents a Consumer from bringing proceedings in a court available under mandatory law.
18.4 After first making a written complaint to us, a French Consumer may refer an unresolved dispute free of charge to the consumer mediator appointed by us. The mediator’s details will be added once the CM2C convention has taken effect.
18.5 We do not currently participate in a separate UK-approved consumer ADR scheme. This does not affect any mandatory right of a UK Consumer.
19 General
19.1 Neither party may assign an engagement without the other’s written consent, not to be unreasonably withheld, except that we may transfer it to a successor entity carrying on the elements.biz business after giving written notice, provided that the transfer does not reduce the Client’s rights.
19.2 If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, without affecting the remaining provisions. A delay in enforcing a right is not a waiver.
19.3 No person other than the parties has a right to enforce these Terms. Notices may be sent by email to the addresses used for the engagement. These Terms and the Proposal form the entire agreement, subject to liability that cannot lawfully be excluded.
19.4 We may update the website version of these Terms. Changes do not affect an existing engagement unless agreed in writing or required by law.