Terms of Service

01Identification and structure of these terms

This website and the services described on it are provided by SYNVERIQ, a French simplified joint-stock company with a sole shareholder (SASU), share capital €50, registered under RCS Paris 107 517 864, SIREN 107 517 864, whose registered office is at 21 rue Carpeaux, Appartement 7, 75018 Paris, France ("SYNVERIQ", "the Company").

These terms comprise two parts: Part A — Website terms (sections 2 to 6), applicable to every visitor; and Part B — Service terms (sections 7 to 34), applicable to client engagements.

02Purpose of the website

This website presents SYNVERIQ's services, its delivery process and anonymised project descriptions, and allows visitors to submit an enquiry. It is not an online sales platform: no service may be ordered or paid for through it.

The information published constitutes an invitation to enter into negotiations and not an offer capable of acceptance within the meaning of article 1114 of the Civil Code.

03Use of the website

You may consult, download and print pages of this website for your own professional needs. You may not:

• use the website for any unlawful or fraudulent purpose;
• access or attempt to access the website's systems fraudulently, or hinder their operation, which is punishable under articles 323-1 et seq. of the Criminal Code;
• introduce any malicious software or carry out any operation liable to impair the availability of the service;
• extract or re-use, systematically or substantially, the content of the website in breach of the rights attached to it;
• use the contact form to send unsolicited advertising or abusive content.

SYNVERIQ may restrict or suspend access where it reasonably suspects a breach of these provisions.

04Availability and content of the website

SYNVERIQ endeavours to keep the website available and its content accurate, without warranting that access will be uninterrupted or error-free. Access may be suspended, in particular for maintenance.

The anonymised project descriptions illustrate types of work carried out and the scope of the systems concerned. They do not constitute any warranty, guarantee or undertaking that comparable functionality, scope, figures or results will be achieved on a future project, which depends on the requirements and constraints agreed for that project.

05Intellectual property in the website

All elements of this website are protected by the Intellectual Property Code. Their use is permitted only within the limits set out in section 3 or with prior written authorisation, on pain of infringement proceedings under articles L335-2 et seq. of that Code.

06Links

Links to third-party websites are provided for convenience and do not entail any control or approval on the part of SYNVERIQ.

Any link to this website must point to the home page, must not create confusion as to the origin of the content and must not damage the Company's image. SYNVERIQ may request the removal of any link it considers prejudicial.

07Scope of services

SYNVERIQ provides services in the design, development, integration, modernisation and maintenance of custom software and web applications, as described on the Services page.

The scope of a given engagement is defined solely by the applicable quotation, service agreement or project contract, and not by the general descriptions published on this website.

08Enquiries, quotations and proposals

Submitting an enquiry gives rise to no obligation on either side.

A quotation constitutes an offer by SYNVERIQ, valid for the period stated in it or, failing that, for 30 days from its date. It is prepared on the basis of the information supplied by the client; where that information proves materially incomplete or inaccurate, SYNVERIQ may withdraw or amend the quotation before its acceptance.

09Formation of the contract

The contract is formed only upon written acceptance of the quotation, service agreement or project contract, including by email confirmation.

Discovery discussions, drafts, estimates and informal exchanges do not constitute a contract. Any general terms and conditions of purchase issued by the client are unenforceable against SYNVERIQ unless expressly accepted by it in writing, in accordance with article L441-1 of the Commercial Code.

10Order of precedence

In the event of a conflict between contractual documents, and unless otherwise expressly agreed, the following order of precedence applies: the signed service agreement or project contract; the accepted quotation or statement of work; these general terms; any other document referred to therein.

11Specification and scope

The functional and technical scope is recorded in the agreed specification or scope document, produced following the discovery and framing stages described on the Process page. Anything not expressly included falls outside scope and is subject to section 12.

12Change control

Any request to modify the scope, the specification, the schedule or the deliverables is assessed by SYNVERIQ and, where accepted, confirmed in writing setting out its effect on scope, timescales and price.

No modification is binding before that written confirmation. SYNVERIQ is not required to carry out work outside the agreed scope.

13Client obligations

The client undertakes, in good faith within the meaning of article 1104 of the Civil Code, to:

• supply accurate and complete information, content and specifications;
• designate a single contact person authorised to take decisions and give approvals;
• provide its feedback, decisions and approvals at the agreed review points;
• obtain and maintain the third-party licences, subscriptions, accounts and hosting required for the project;
• provide the necessary access to environments, systems, test data and credentials, and revoke them when they are no longer required;
• warrant that it holds the rights to the elements it supplies and that their use infringes no third-party right and no data protection rule.

14Timescales

Timescales are given as an indication, based on the agreed scope and on the client meeting its obligations under section 13, unless a firm date is expressly stipulated in a signed contract.

SYNVERIQ works to agreed milestones and gives early notice of any risk affecting delivery. Delivery dates depend on the confirmed scope, client feedback, third-party services and change requests.

15Prices and payment

Prices are set out in the applicable quotation and may be on a fixed-price, time-and-materials, milestone or retainer basis. Unless otherwise stated, they exclude tax and exclude third-party costs, licences, subscriptions and expenses, which are re-invoiced at cost.

Invoices are payable within the period stated on the invoice. In accordance with article L441-10 of the Commercial Code, the payment period agreed between the parties may not exceed 60 days from the invoice date or, by express agreement, 45 days end of month.

SYNVERIQ may, after formal notice has remained without effect, suspend performance while sums remain unpaid, without liability for the resulting delay. No set-off may be applied by the client without SYNVERIQ's prior written agreement.

16Deposits and staged payments

An engagement may give rise to a deposit or to payments linked to milestones, as set out in the applicable quotation. Where a deposit is stipulated to be non-refundable, it corresponds to the reservation of resources and to the preparatory work committed; a reasonable statement of the costs incurred will be provided on request.

17Acceptance of deliverables

Deliverables are submitted for review in accordance with the procedure set out in the contract. Failing any other stipulation, the client has 10 working days from delivery to notify in writing any non-conformity with the agreed specification.

SYNVERIQ shall remedy duly notified non-conformities within a reasonable time at no additional cost. A deliverable is deemed accepted upon written confirmation, upon expiry of the review period without notification, or upon its use in a production environment.

A request going beyond the agreed specification constitutes a change request under section 12 and not a defect.

18Nature of the undertaking and warranty

SYNVERIQ is bound by an obligation of means (obligation de moyens) and undertakes to perform its services with the care and diligence of a professional in its field, in accordance with the state of the art.

SYNVERIQ warrants that the deliverables conform to the agreed specification. Save as expressly stipulated, no warranty is given that software will be free of all defects, that it will operate without interruption, or that it will be compatible with future versions of third-party platforms falling outside the agreed scope.

19Maintenance and support

Maintenance and support are not automatically included after delivery. Where agreed, they are the subject of a separate arrangement specifying the services covered, the expected response times and the applicable prices.

They cover neither unlimited work, nor the development of new functionality, nor the correction of malfunctions arising from third-party modifications, from action by the client or from causes beyond SYNVERIQ's control, unless expressly agreed.

20Third-party services and platforms

Projects may rely on third-party services chosen with the client or already used by it: hosting, payment providers, APIs, identity providers, application stores and other platforms.

These services are governed by their own terms, over which SYNVERIQ has no control. SYNVERIQ is not liable for their availability, their performance, their pricing, changes to their policies, their discontinuation, or for any review or approval decision taken by a platform operator. Approval or continued availability on an application store is never guaranteed.

21Intellectual property in deliverables

Unless otherwise agreed in writing, the intellectual property rights, ownership of source code, licences, rights of use and conditions of transfer are defined in the applicable quotation, service agreement or project contract before development begins. No transfer of rights to the client is presumed.

Where a transfer is provided for, it takes effect only upon full payment of the sums due in respect of the deliverables concerned. Until then, the client holds a non-exclusive, non-transferable right of use limited to evaluation and testing.

Pre-existing elements and open-source components

SYNVERIQ retains ownership of the tools, libraries, frameworks, methods and generic components created before or independently of the engagement, and grants the client a non-exclusive, permanent right to use them to the extent that they are incorporated in the deliverables.

The deliverables may incorporate open-source components subject to their own licences, which prevail over this section as regards those components. The material components will be identified on request.

22Portfolio and anonymised references

SYNVERIQ may publish anonymised descriptions of the work carried out, without disclosing the client's name, confidential information, personal data or commercially sensitive details, unless otherwise agreed in writing.

Use of the client's name or logo, or any identifiable description, requires the client's prior written agreement, which may be withdrawn for the future upon reasonable notice.

23Confidentiality

Each party undertakes to keep confidential the non-public information communicated by the other, to use it only for the purposes of the engagement and to disclose it only to those staff and advisers who need to know it and who are bound by an equivalent obligation.

This obligation does not apply to information that is public through no fault of the recipient, lawfully known before its disclosure, developed independently, or whose disclosure is required by law or by a judicial or administrative authority — in which case the party concerned shall, where lawful, give prior notice.

The obligation survives the end of the engagement for five years, and without limitation of time as regards trade secrets.

24Personal data

Each party undertakes to comply with Regulation (EU) 2016/679 and Law no. 78-17 of 6 January 1978 as amended.

Where SYNVERIQ processes personal data on behalf of the client in the course of an engagement, the client is the controller and SYNVERIQ the processor. The parties shall then enter into a written agreement containing the provisions required by article 28 of the GDPR: subject matter, duration, nature and purpose of the processing, categories of data and data subjects, sub-processing, security, assistance, notification of breaches, audit and the fate of the data at the end of the engagement.

Personal data collected through this website is processed as described in the Privacy Policy.

25Security and backups

SYNVERIQ implements reasonable technical measures to protect the code and elements entrusted to it during development.

Responsibility for production infrastructure, environments, supervision, backup frequency, retention and business continuity lies with the party designated in the contract and depends on the hosting arrangements chosen. No level of availability, recovery point or backup frequency is warranted unless expressly stipulated in a signed contract or service-level agreement.

The client is responsible for keeping its own backups of its data, unless a backup service is expressly included in the scope.

26Liability

SYNVERIQ's liability may be engaged only for direct and foreseeable damage within the meaning of article 1231-3 of the Civil Code, resulting from a proven failure to perform its obligations.

• SYNVERIQ shall not be liable for indirect damage, in particular loss of turnover, profit, opportunity, custom, data (save where caused by a breach of its security obligations), image or commercial prejudice;
• save in cases of gross negligence or wilful misconduct, SYNVERIQ's total liability in respect of an engagement is limited to the amounts actually received by it under that engagement over the 12 months preceding the event giving rise to liability;
• no warranty is given as to any specific business result, revenue, positioning, conversion, approval by a third-party platform or performance gain.

Any claim must be made within one year of the discovery of the fact giving rise to it, without prejudice to the five-year limitation period under article 2224 of the Civil Code.

27Client indemnity

The client shall indemnify SYNVERIQ against the consequences of any claim by a third party alleging that the elements, content, data or instructions supplied by the client infringe a third-party right or breach any applicable rule, save where such consequences result from a failure by SYNVERIQ to perform its own obligations.

28Force majeure

Neither party shall be liable for a failure to perform attributable to an event of force majeure within the meaning of article 1218 of the Civil Code.

The affected party shall inform the other without delay. If the impediment persists for more than 60 days, either party may terminate the engagement by written notice, without compensation other than payment for services already performed.

29Termination

Either party may terminate the engagement on 30 days' written notice, unless otherwise stipulated in the contract.

In the event of a serious breach not remedied within 14 days of a formal notice, the other party may terminate the contract with immediate effect. Termination also occurs by operation of law where a party is subject to safeguard, judicial reorganisation or liquidation proceedings, within the limits of public policy provisions.

Upon termination, the client shall pay for the services performed and the costs committed; each party shall return or destroy the other's confidential information; and any right of use granted in respect of unpaid deliverables ceases. The provisions on confidentiality, intellectual property, personal data, liability and applicable law survive.

30Non-solicitation of staff

Throughout the engagement and for 12 months thereafter, each party undertakes not to solicit or engage, directly or indirectly, any person who has taken part in the performance of the project on the other party's side, save with that party's prior written agreement or where the recruitment results from a general campaign not specifically targeted.

31Subcontracting and assignment

SYNVERIQ may entrust all or part of the performance of the services to subcontractors of its choosing, and remains liable to the client for their performance.

Neither party may assign the contract without the other's prior written agreement, except to a successor in the context of a transfer of the business, subject to prior notification.

32General provisions

Entire agreement

The contractual documents express the entirety of the parties' agreement and supersede any prior exchange having the same subject matter.

Invalidity

Should any stipulation be held to be void or unenforceable, it shall be deemed unwritten and shall not affect the validity of the remaining stipulations.

Waiver

The fact that a party does not avail itself of a stipulation may not be construed as a waiver of its subsequent enforcement.

Notices

Notices are given in writing to the addresses stated in the contract or, for SYNVERIQ, to its registered office or the address given in section 34. Notice by email takes effect on the first working day following its dispatch, in the absence of a delivery failure notice.

Amendment

These terms may be amended; the version published on the website on the date the contract is formed applies to it. Any amendment to a concluded contract requires the written agreement of the parties.

33Applicable law and jurisdiction

These terms are governed by French law.

The parties shall endeavour to settle any dispute amicably. Failing agreement within 30 days, they may jointly refer the matter to a mediator before any legal proceedings; this stipulation does not prevent either party from applying for interim or protective measures.

Failing amicable settlement, and in the context of relations between professionals, any dispute relating to the formation, performance or termination of the contract falls within the exclusive jurisdiction of the Commercial Court within whose district SYNVERIQ's registered office is located, including in the case of multiple defendants or third-party proceedings.

34Contact

Any question relating to these terms may be sent to:

SYNVERIQ
21 rue Carpeaux, Appartement 7, 75018 Paris, France
contact@synveriq.agency
Website: https://synveriq.agency
SIRET 107 517 864 00016