Terms and Conditions of Sale

Preamble

These Terms and Conditions of Sale (the ‘Terms’) apply to all services provided by SYLORIA (SAS), represented by Lucas Baquey, President, registered under SIREN number 989 239 884, with its registered office at 585 route de Marsas, 33620 Laruscade, France (the ‘Provider’), to any business customer (the ‘Client’). Specific terms for consumers are available on request.

Quotations, purchase orders, commercial proposals and training agreements issued by the Provider refer to these Terms. Signing or accepting in writing a quotation, purchase order or agreement constitutes unconditional acceptance of the Terms in force on the order date.

Definitions

• Provider: SYLORIA (SAS), represented by Lucas Baquey, providing the Services to the Client.
• Client: any legal entity or individual acting in a professional capacity who orders a Service from the Provider.
• Parties: the Provider and the Client together.
• Terms: these Terms and Conditions of Sale.
• Order: acceptance of a quotation or signature of a purchase order, contract or training agreement, creating a binding commitment between the Parties.
• Quotation: a document issued by the Provider describing the scope, price, schedule and terms applicable to the Service.
• Service(s): services performed by the Provider, including firmware and embedded development, software development, technical assistance, integration, validation, documentation and training.
• Firmware : A program embedded in a computing device to enable it to operate.
• Technical assistance / Time and materials: delivery and billing based on time spent (days/hours), without a commitment to an overall result, under the terms specified in the Quotation.
• Fixed-price service: a service at a fixed price for a scope defined in the Quotation, with payment milestones where applicable.
• Deliverable(s): any item supplied to the Client as part of the Service (source code, binary/firmware, documentation, diagrams, reports, training materials, etc.).
• Scope: the functional and technical description of what is included in the Service, and what is excluded, as defined in the Quotation/Order.
• Milestone: a project stage defined in the Quotation that may trigger approval, partial delivery or invoicing.
• Acceptance testing: the Client's verification phase to confirm that the Deliverables comply with the Quotation/Scope, following the procedure defined in these Terms.
• Defect: a reproducible malfunction in a Deliverable attributable to the Provider in relation to the agreed Scope.
• Change / Scope change: a request that adds to or modifies the original Scope, requiring an amendment or a new Quotation.
• Deposit: an amount paid when placing the Order, before work begins, deducted from the total invoiced.
• Timesheet: a record of hours/days worked, used as the basis for time-and-materials billing and approved under the Quotation/Order.
• Pre-existing materials: tools, methods, libraries, software components, templates, scripts, know-how or content owned by the Provider before the Order or developed independently of it.
• Intellectual Property (IP): rights in the Deliverables and Pre-existing Materials (copyright, software rights, database rights, trademarks, etc.).
• Licence: a right to use a Deliverable or Pre-existing Material granted to the Client under the Terms/Order.
• Personal data: any information relating to an identified or identifiable person within the meaning of the GDPR.
• Processor (GDPR): a Provider processing Personal Data on behalf of and on the instructions of the Client.
• DPA : a Data Processing Agreement governing GDPR processing where required.
• Confidential / Confidential information: non-public information exchanged between the Parties in connection with the Services, including technical, commercial, financial or organisational information.
• Force majeure: an external, unforeseeable and irresistible event preventing performance of an obligation within the meaning of French law.

Article 1 – Purpose and scope of application

1.1 Purpose

These Terms define the rights and obligations of the Parties in relation to services supplied by the Provider.

1.2 Services covered

These Terms apply in particular to the following services:

1. Firmware/embedded software development, electronic design, integration, commissioning and technical documentation.
2. On-site or remote technical assistance on a time-and-materials basis.
3. Fixed-price services.
4. Training (in person, remote or hybrid) and associated teaching materials.

1.3 Contractual order of precedence

If these Terms conflict with a signed specific document (quotation, purchase order, contract or training agreement), that document takes precedence for the clauses concerned.

1.4 Updates to the Terms

The Provider may update the Terms at any time. Updated Terms do not apply to services already accepted unless the Parties agree otherwise in writing.

Article 2 – Orders, contractual documents and commencement

2.1 Formation of an order

An order is formed through:

1. A quotation or purchase order signed or accepted in writing (email accepted), or
2. A signed training agreement, where applicable, or
3. A signed framework agreement supplemented by purchase orders.

2.2 Conditions for commencement

The actual start of services may be conditional on:

1. Receipt of a deposit if specified in the quotation,
2. Provision by the Client of the required resources (access, specifications, hardware and contacts),
3. Approval of any compliance requirements (NDA, supplier registration, etc.).

2.3 No right of withdrawal after commencement

Unless otherwise required by law, services that have started, particularly following a deposit or reservation of time slots, are not subject to withdrawal. Article 10 applies if the Client cancels.

Article 3 – Performance, cooperation and access

3.1 Client cooperation

The Client agrees to cooperate actively and provide accurate information within timescales compatible with the schedule. Any Client delay in responding, approving or providing access may affect delivery times and/or costs.

3.2 Right to suspend or refuse

The Provider reserves the right to refuse or suspend a Service without compensation if:

1. The Client fails to pay amounts due,
2. The Client fails to provide essential information or access,
3. The Client requests actions that are clearly unlawful or contrary to professional practice,
4. The Provider observes abusive conduct or conduct that puts its liability at risk.

3.3 Time tracking for time-and-materials work

For time-and-materials work, time may be recorded using timesheets approved by the Client or its representative under the quotation/purchase order.

Article 4 – Prices, invoicing and payment

4.1 Currency and taxes

Prices are stated in euros, excluding or including tax depending on the applicable VAT status and the details in the quotation.

4.2 Billing arrangements

Depending on the quotation, billing may be:

1. Time and materials
2. Fixed price
3. Training, invoiced under the agreement (per session, per participant or at a fixed price).

4.3 Deposit

A deposit may be requested, up to 50% by default unless otherwise stated. The Provider may suspend performance if payment is not received.

4.4 Payment terms

Unless specific terms are agreed between the Parties or stated on the invoice, amounts due must be paid on the thirtieth (30th) day following the invoice date.

4.5 Late payment (B2B)

Late payment automatically incurs penalties, without prior formal notice, calculated at three (3) times the statutory interest rate in force.

In addition to late-payment penalties, a fixed recovery fee of 40 euros is due for each unpaid invoice. If actual recovery costs exceed this amount, the Provider reserves the right to claim additional compensation on supporting evidence. In the event of non-payment, the Provider may suspend or cancel ongoing Services until the principal, interest and associated charges have been paid in full.

4.6 Expenses

Unless otherwise stated in the quotation, expenses required to perform the Service (travel, accommodation, meals, tolls, shipping, specific hardware, licences/tools and test benches) are charged separately:

1. Either at actual cost with supporting documentation,
2. Or at a fixed amount agreed in advance.

Any exceptional expenditure requires the Client's prior approval.

Article 5 – Schedule, delivery and acceptance

5.1 Indicative timescales

Timescales are indicative unless explicitly agreed otherwise in writing. They depend in particular on the Client's availability, access and approval cycles.

5.2 Acceptance procedure

Where a Deliverable is specified (code, firmware, electronic files, documentation, materials, etc.), the Client has five (5) working days from its availability to notify the Provider in writing of:

1. Acceptance, or
2. Factual, reproducible non-conformities against the quotation/specification.

Without a response within this period, the Deliverable is deemed accepted. Minor defects do not prevent acceptance and are corrected within a reasonable time.

5.3 Correction of non-conformities

The Provider corrects non-conformities attributable to its work within a reasonable time. Requests outside the Scope require a quotation or amendment.

5.4 Limited warranty

Unless otherwise stated, the Provider corrects reproducible defects attributable to its development and reported within thirty (30) days of acceptance, excluding enhancements, new constraints or third-party modifications.

Article 6 – Provider's obligations (reasonable endeavours)

6.1 Obligation of reasonable endeavours

The Provider is subject to an obligation of reasonable endeavours unless a specific document expressly stipulates an obligation to achieve a result.

6.2 Professional practice

The Provider agrees to perform the Service in accordance with professional practice, with care and diligence.

6.3 Exclusions of liability

The Provider is not liable for:

1. The Client's use, industrial operation or integration performed by third parties,
2. Modifications made by the Client or a third party,
3. Failures or incompatibilities related to hardware, the environment or components supplied by the Client,
4. Technical decisions imposed by the Client against the Provider's written advice.

Article 7 – Intellectual property

7.1 Pre-existing materials

All tools, libraries, methods, templates, scripts, software building blocks, models, documentation, generic components and know-how belonging to the Provider before the assignment or developed independently (the ‘Pre-existing Materials’) remain the Provider's exclusive property.

Where Pre-existing Materials are incorporated into the Deliverables, the Provider grants the Client a non-exclusive, worldwide licence for the statutory protection period, permitting use solely for the project's needs.

7.2 Specific deliverables – Licence

Subject to full payment, the Provider grants the Client a non-exclusive, worldwide licence for the statutory protection period over Deliverables specifically created for the Client within the Scope defined in the quotation.

This licence includes the right to reproduce and use the Deliverables for the Client's needs and to modify or adapt them for internal use or integration into its products/projects, subject to confidentiality and third-party rights.

7.3 Assignment of rights

Any assignment of intellectual property rights must be expressly agreed in writing (quotation, contract or amendment) and may be subject to separate pricing. The written agreement must specify at least the rights assigned, duration, territory and scope of use.

7.4 Open-source components

The Client accepts that open-source components may be used and agrees to comply with their licences. On request, the Provider may supply a list of significant open-source components incorporated.

7.5 Training – Teaching materials

By default, training materials (slides, exercises, solutions, documents and teaching code) remain the Provider's exclusive property. The Client receives a non-exclusive, non-transferable right of internal use for the training's purposes.

Any reproduction, distribution, online publication, adaptation or reuse beyond this internal-use right must be agreed in writing and may be subject to separate pricing.

Article 8 – References and confidentiality

8.1 Confidentiality

Each Party agrees to keep the other Party's information, documents and technical or commercial data confidential during the Service and for 5 years after it ends, unless disclosure is required by law.

8.2 References

Unless the Client refuses in writing, the Provider may mention the Client's name/logo and a non-confidential description of the assignment as a portfolio reference, without disclosing confidential information, technical details or product names.

Article 9 – Personal data (GDPR)

9.1 Commitments

Each Party agrees to comply with applicable personal-data protection regulations (GDPR).

9.2 Responsibilities

In connection with the Services, the Client remains responsible for the data it makes available and its content.

9.3 Processing

If the Service requires the Provider to process personal data on the Client's behalf as a processor acting on instructions, the Parties agree to establish a Data Processing Agreement before any processing, specifying in particular purposes, data categories, retention periods, security measures and assistance arrangements.

9.4 Measures

The Provider implements reasonable security measures (access control, confidentiality and backups) appropriate to the risks and informs the Client without undue delay of any security incident affecting personal data processed on its behalf.

Article 10 – Termination, cancellation and suspension

10.1 Termination for breach

If a material breach is not remedied within 30 days after formal notice, the other Party may terminate.

10.2 Cancellation by the Client

1. Time and materials: all days/hours already worked remain payable. Cancellation or postponement of a scheduled day must be notified at least five (5) working days in advance. Otherwise, the day is billed at 100%, except in cases of force majeure.
2. Fixed-price service: work already performed and/or milestones reached remain payable. The deposit paid on ordering, set by default at 30% of the fixed price unless otherwise stated in the quotation, is retained by the Provider as minimum compensation for cancellation, without prejudice to invoicing work already performed.
3. Training:
   1. Cancellation more than 10 working days before the session: 0%, excluding any non-refundable expenses already incurred.
   2. Between 10 and 5 working days: 50% of the session price.
   3. Less than 5 working days: 100% of the session price.
   4. Participants may be substituted free of charge up to 48 hours before the session.

10.3 Suspension

In the event of non-payment or failure to provide required resources, the Provider may suspend the Service without this constituting a breach.

Article 11 – Liability and limitations

11.1 Provider's liability

The Provider's liability is limited to direct damage (immediate consequences), excluding indirect damage (business interruption, lost profit, loss of opportunity, data loss or commercial harm), subject to a cap.

11.2 Cap

Unless otherwise stipulated, the Provider's total liability, on all grounds combined, is capped at the total amount excluding tax actually paid by the Client for the Service concerned over the preceding twelve (12) months.

11.3 Backups

The Client is responsible for backing up its data and environments.

Article 12 – Insurance

The Provider declares that it holds professional liability insurance. A certificate may be supplied on request.

Article 13 – Force majeure

Neither Party is liable for delay or non-performance resulting from an event of force majeure.

Article 14 – Governing law and jurisdiction

These Terms are governed by French law. In a dispute, the Parties will seek an amicable resolution. Failing that, the competent court is that of the district in which the Provider's registered office is located, unless a mandatory rule provides otherwise.