Once signed, a contract, an estimate, a purchase order or sales order proposal represents a decision expressed by the customer and becomes a firm order. The signature constitutes for the customer a final and irrevocable commitment. The undersigned declares to formally have the necessary powers to bind the company named above. He acknowledges this clause and general terms and conditions, including the service plan and contract term.
He acknowledges having read the provision as « all inclusive » including the creation of the internet website as well as the monthly subscription service which is characterized by a minimum commitment of 12 months, which corresponds to the financial equilibrium of the website proposal between the cost of development and maintenance of the site.
General Terms and Conditions and Supply of Service(s)
1. Scope
These General Terms and Conditions and Supply of Service(s) apply, without limitation or qualification, to all products and services offered by the company Synagila.
Synagila Ltd. with a capital of 5000 Euros, which is headquartered at 84, Quai de la Fosse 44100 Nantes, France and registered with the Nantes Trade and Companies Register under number 799 341 144.
In the absence of special provisions stipulated in writing, the placing of an order to Synagila constitutes acceptance of our full General Terms and Conditions and Supply of Service(s).
They are accessible at any time from the URL https://www.synagila.com/fr/conditions-generales-de-vente and prevail if any, on any other version and the customer’s own conditions or other. In case of recurring services (hosting, domain name(s) management, maintenance, …), any modification of the General Terms and Conditions and Supply of Service(s) will be notified on the invoice, which settlement, unless other specified by the customer, is tantamount to acceptance of the new General Terms and Conditions and Supply of Service(s).
2. Customer Responsibilities
For content (text, downloadable documents, images/photos, videos) the Customer shall take charge and ensure the obtaining of any authorization regarding copyright or neighboring rights arising therefrom.
The information published on the website by the customer once it’s online, is under his sole responsibility.
The Customer undertakes to provide to Synagila fair and quality data and information, and in compliance with the legislation in force. Customer agrees to comply with all legal and regulatory requirements relating to computers, files and freedoms.
3. Property
Regarding to all intellectual property rights related to the specific or industrial developments made to the Customer, including trademark rights, property rights and copyright, including reproduction rights, representation and adaptation, software rights or computer files, the rights to the contents of databases, called « sui generis », become the property of the Customer, as the payment of amounts due for completion of the work go along.
In the framework of the provision of « all inclusive » service, property rights mentioned above become the property of the Customer at the end of the commitment period.
The Customer will be free to modify or duplicate all the data of the website, files, programs, or components of the website for its exclusive use, for an unlimited period. In no event shall the Customer be authorized to grant, disclose or distribute its property rights on the source code of the pages.
Regarding to all intellectual or industrial property rights relating to software and modules developed by Synagila, these remain the exclusive property of Synagila. The Customer will have a user license that allows him to access the source code, modify it or copy it for backup purposes without time limit in accordance with this Article L.122-6- 1 IV of the Code of intellectual property. However, the Customer does not have the right to reuse the source code for another project that the one that was sold by Synagila, the Customer’s rights complying to the provisions of Article L.122-6-1 IV of the Code of Intellectual Property.
4. Rates
The current service rates are available from Synagila on request. They are expressed without VAT and are subject to change at each anniversary date of the current contract.
With the exception of annual rates changes consecutive to possible application of a rate linked to inflation or deflation, any price change will be notified to the Customer at least one month before the date of application. In the absence of a challenge by the Customer of these new rates in accordance with the time specified above, they are deemed to have been permanently and irrevocably accepted by the Customer.
Prices related to hosting are revised annually during each billing in the ranges of the SYNTEC index according to the following formula: P1 = Po x (Sm / So) in which:
- P1 represents the revised cost price;
- Po the price amount at the date of contract, purchase order or estimate;
- Sm the SYNTEC index from January 1 of the current year;
- So the SYNTEC index from January 1 of the year of signature of the contract, estimate or order.
The index is determined by the Trade-Union Chamber of Technical Offices (SYNTEC) and published by Le Moniteur des Travaux Publics et du Bâtiment.
5. Guarantees
Synagila keeps the right to modify at any time the characteristics of its technical infrastructure and the choice of its technical suppliers. However, these changes will have to provide service at least equivalent to those provided at the time of signing this contract.
Given the complexity of global networks, the varying capacities of the different sub networks, the user flow at certain times, the service provider shall in no event be liable for access speeds from other sites in the world or external slowdown.
Synagila may be leaded to discontinue service for maintenance of its hosting platform. Responsibility can not be engaged if the hosting platform was unavailable for reasons of force majeure such as long-term failure of the public electricity distribution network, strikes, riots, wars, storms, earthquakes, public telecommunication network failure, loss of Internet connectivity due to public and private operators which Synagila depends on.
6. Additional services
These services require a study and acceptance of a preliminary estimate for the design and implementation of new content (text, images, etc ….) and/or adding new features to the website.
After final acceptance of the order made after the delivery of the order components, any change in the Customer’s request, including requested services, will be billed according to the time spent at the current service rate.
Interventions after delivery, excluding bug correction, may be subject to additional specifications, based on the rate specified in the preceding paragraph.
7. Payment
In payment of its services Synagila, collect the sums whose amount and terms of payment are set out in the Special Conditions or in the order (estimate signature, contract, or purchase order). Unless other specified by Synagila, payment is upfront for down payments and otherwise is made within 30 days upon receipt of the invoice. Prices shown are exclusive of taxes. Duties and taxes will be charged to their legal rate at the time of billing.
Payment of periodic services (hosting, domain name management, maintenance…) is done monthly, quarterly or annually within 30 days upon receipt of invoice.
The payment of the down payment invoice determines the start of the project and sets the appointment for the preliminary study.
Regarding the « all inclusive » service, the monthly payment is within 30 days upon receipt of invoice. The payment of the first down payment determines the start of the project and triggers the appointment for the preliminary study.
8. Late payment
Any delay in payment, from the contractual due date will result in the application of Article L441-6 of the Commercial Code. A lump sum of € 40 will be payable as of right and the additional costs of collection without any formalities. In addition, penalties will be dued, rated by the interest from delay set by the New Economical Regulations law. It imposes a penalty equal to the ECB rate plus 10 points.
In case of payment delay or fault, Synagila keeps the right to suspend the services or restrict them. The suspension of services shall not relieve the Customer of the payment of all amounts due and surcharges applied.
The customer is informed that the hosting services, domain name management and email management are managed automatically and non-payment of amounts due will result in the suspension of these services the day after the date for payment of the invoice. In no event Synagila can not be held responsible for any losses incurred due to the termination of the services provided to non-payment of amounts due for.
Any invoice not paid within two months from the date of issue will result in the termination of the services provided by Synagila.
9. Termination
Unless other specified by Synagila, periodic contracts may be terminated at any time, provided the invoices already received, covering a service already completed or started have been paied.
Regarding the « all inclusive » service, this contract is a contract concluded for an unlimited period of time with a minimum commitment of 12 months, indivisible and irrevocable. Upon termination of the contract attributable to the customer before the end of his commitment, it shall pay the claimant an amount equal to all the remaining period until the end of the commitment period deadlines. Beyond the commitment period, the customer may cancel the contract at any time upon one month’s notice.
10. Customer references
The Customer authorizes Synagila to mention his name or company name, and possibly to illustrate its logo in its commercial documents as references for the commercial promotion of Synagila.
11. Confidentiality
Each party of this Agreement undertakes its behalf and on behalf of its employees to be treated as confidential during the term of this Contract and after its termination, documents, systems, software, know-how from the other party could have known at the time of the execution of this contract, and not use them outside of the needs of this Agreement.
Are not covered by this obligation of confidentiality information in the public domain or whose disclosure has been authorized in writing by the party concerned.
The contract may be terminated automatically without judicial or extrajudicial formality, if either party lacked the obligations set forth herein or the Special Conditions or the Order, and does not remedy such failure within a month receipt of a notice by registered letter with acknowledgment of receipt or extrajudicial document, without compensation and without prejudice to the sums due and all damages.
12. Responsibilities
The customer agrees to maintain a valid correspondence postal address at any time and a functional contact e-mail address checked regularly. Synagila will perform all important communications via this e-mail address.
Synagila undertakes availability of services (excluding normal maintenance of machines and exceptional conditions, such as earthquakes, floods, fires, etc.).
Synagila is committed to providing the best possible customer service, but can not be held responsible for any technical problems related to non-compliance of its suppliers, particularly as switching line overload or hardware failure.
In case of failure identified in the service provided by Synagila, Synagila is committed to working closely and with reactivity with the Customer to resolve the problem.
Customer assumes full responsibility for the use made of email addresses Synagila makes provides under this contract.
Synagila can not be held responsible for non-award of the domain name chosen by the customer if he asked Synagila to take care of and it could not be done.
In no event Synagila can not be held responsible for malfunctions or loss caused due to a change by the Customer of the website source code or data.
Synagila keeps the right to refuse and/or terminate the hosting of pages estimated contrary to morality or the course of action by the latter, that without justification. On the other hand, if the hosted pages should contain information, comment or any element against the current or future French law, the Customer is solely responsible regarding to the courts. By signing, he will reimburse Synagila all disbursements and others, without exclusion, if by the fault of pages hosted with Synagila, Synagila should be recognized accomplice of illegal acts of the Customer. Indeed, the Customer agrees to use his web space in accordance with the laws and regulations of France.
It is forbidden to publish any form or content associated directly or indirectly:
- pornography;
- eroticism in all its forms;
- pedophilia;
- pirated programs;
- racism;
- MP3 and derivatives copyrighted formats;
- gambling online (electronic casinos, etc.);
- peer to peer software;
- any illegal activities.
Synagila keeps the right at any time and without notice, to block access to any Web page that does not conform to French and international laws, and would convey illegal information.
Synagila may be contacted directly by the owners of intellectual property rights if these rights have been violated by online services provided through Synagila so that the offending material be removed or blocked access. Synagila will examine the claims.
The fact that Synagila makes links available do not constitute an endorsement nor a recommendation of those sites.
The financial liability of Synagila can not be held beyond the contractual amounts of the expenses for the offending application capable of generating operating losses. This clause can be analyzed as a disclaimer.
13. Prohibited Uses
It is contrary to Synagila’s course of action that the hosting services user performs or participates directly or indirectly in any of the following activities, through hosting provided by Synagila:
- Send bulk emails to people who did not request (“junk mail”, “spam” or “Spam”). So just sending unsolicited e-mail by the recipients is strictly prohibited. A complaint found to spamming by a recipient will result in termination of the hosting agreement. A proof of the complaint is made when the sender can not provide proof of voluntary registration of the complainant. Also included is spam achieved through misconfigured scripts on the Customer’s website and allowing access to messaging functionality from the outside.
- Undertake any other activity that violates the law and threatens the integrity of a computer system or violates the generally accepted rules of conduct on the Internet.
- Penetrate or attempt to penetrate unauthorized manner in a computer system.
- Post defamatory statements or letting imply it.
- Use your web space as a proxy or attempt to access another website by any means available.
- Use of shared resources in order to set up a network game or online game which can exceed the average normal load dedicated to a shared hosting account, any account breaching this rule will be permanently closed and no refund can be requested.
14. Tolerance
The fact that one party does not invoke against its partner a violation of the contractual obligations shall not be construed as a waiver to invoke it later and benefit from it.
15. Disputes
In case of difficulty or dispute between the parties in connection with the interpretation, implementation or termination of this Agreement, the parties agree to find an amicable solution in the spirit of this agreement. This contract is subject to French law and any dispute or difference which may arise between the parties in connection with the interpretation, implementation or termination of this contract under the jurisdiction of the courts of Nantes.