1. Scope of Application 

These General Terms and Conditions of Sale (hereinafter the “Terms”) apply to the relationship between SOCIETE FRANCAISE DES SYSTEMES CONNECTES, also referred to as Sycon, a simplified joint-stock company with a share capital of €10,000, registered with the Nanterre Trade and Companies Register under number 921 183 737, having its registered office at 8 avenue Lavoisier, 92500 Rueil-Malmaison, and represented by Mr. Rémi Mariambourg in his capacity as Managing Director (hereinafter the “Company” or “Sycon”), and its professional clients wishing to benefit from the products and services provided by the Company (the “Clients”). The Company and the Clients may each be individually referred to as a “Party” or collectively as the “Parties”.

These Terms apply, without restriction or reservation, to all orders of products and services placed by the Clients, to the exclusion of any other document. In this regard, the Parties agree that the Client’s general terms and conditions or any similar documents, whether issued or customarily used by the Client, shall not be enforceable against the Company.

These Terms shall apply by operation of law in particular to the provision of the following products: the rental and/or installation of Sycon data acquisition devices, non-exclusive access to the Sycon online monitoring platform, provision of the necessary APIs allowing the Client to connect to its own databases, or any other products specified in the attached quotation (hereinafter the “Products”).

These Terms shall also apply by operation of law to the performance of services by the Company, including but not limited to customer support related to the use of the Sycon monitoring platform (hereinafter the “Services”).

2.  Order

The Client places orders for the Products and Services on the basis of the quotation provided. The quotations specify, in particular, the quantities of rented Products, the Services to be performed by the Company, the prices and any applicable discounts, the delivery terms for the Products and execution terms for the Services, the delivery date or timeframe for the Products, and the performance date for the Services. Unless otherwise stated in the quotation, the Client has a period of three calendar months to accept the quotation and return a signed copy to the Company, which shall constitute an order (hereinafter the “Order”). As from the acceptance of the quotation, the Order is firm and final. Should the Client request any changes to the Order after acceptance, the Company reserves the right to accept or reject such modifications. The Terms and the quotation together form an indivisible whole (the “Contract”). 

3. Pilot Products  

Where the Order specifically includes the implementation of a product under development by the Company at a reduced price for the Client (“Pilot Product”), the Client acknowledges that the Pilot Product provided by the Company is a non-finalized version, which may contain bugs and defects that could significantly or moderately affect its functioning, without any guarantee from the Company, which the Client expressly accepts. 

Throughout the pilot period indicated in the Order (“Pilot Period”), the Company may, at its discretion, provide corrections and improvements it deems necessary for the proper functioning of the Pilot Product, which are included in the Order Price, and the Client expressly accepts this.

During the Pilot Period, the Client agrees to regularly report to the Company any defects, bugs, or malfunctions observed in the Pilot Products, by email at: support@sycon.fr, in order to allow the Company to improve the Products.

At the end of the Pilot Period, the Contract shall continue in accordance with these Terms. By exception, in the event of a malfunction in the Pilot Products identified by the Company, the latter may, at its discretion, offer the Client a replacement Product for the Pilot Products or terminate the Contract, provided that the Client is informed at least five days before the end of the Pilot Period. 

4. Price and Payment    

The price indicated in the Order is firm, fixed, and non-revisable. It includes the cost of renting the Products, the Services, as well as the warranties described below and all costs, charges, taxes excluding VAT, duties, and levies resulting from the performance of the Contract, including manufacturing, packaging, and delivery of the Products by the Company (the “Order Price”).

The Company reserves the right to require the payment of a deposit amounting to 30% of the Order Price, payable upon signature of the quotation. This deposit shall be subject to a dedicated invoice referring to the corresponding signed Order.

Invoices shall be issued by the Company and sent to the Client in one (1) single copy, upon completion of the Services covered by the Order. Unless otherwise stated in the quotation, all payments shall be made in euros within thirty (30) days from the date of the invoice. No discount shall be granted for early payment. 

If the payment date thus calculated falls on a non-banking business day, payment shall be made on the next business day. Any delay in payment shall automatically incur late penalties calculated at a rate three (3) times the legal interest rate, from the due date. In addition to these penalties, the Company shall be entitled to a fixed recovery indemnity of at least €40.  

Any payment made to the Company shall be applied to the oldest outstanding amounts, regardless of their nature.

If the Client fails to make any payment by the due date, the Company may automatically suspend performance of its obligations fifteen (15) days after formal notice remains unanswered, without prejudice to any damages that may be claimed by the Company.

5.  Delivery

The Company undertakes to ensure that the Products delivered and the Services performed are conform to the Order. 

The Company shall proceed with the delivery of the Products and the performance of the Services in accordance with the terms and on the date or within the timeframe specified in the Order, it being understood that such timeframe shall be automatically suspended in the event of any circumstance beyond the Company’s control that results in a delivery delay. In any case, delivery within the specified timeframe may only occur if the Client has fulfilled all of its obligations towards the Company.

In case of delivery delay attributable to the Company, the Parties shall agree to reschedule the delivery. 

The Company shall retain ownership of the Products made available under the Order.  

Risk of loss and damage shall pass: (i) when delivery and installation are carried out by the Company, at the moment the Client physically takes possession of the Products; (ii) when delivery is made by a carrier, at the moment the carrier takes possession of the Products. 

6. Product Acceptance  

Unless otherwise stated at the time of delivery, the Products shall be deemed accepted without reservation and may not be returned or exchanged. In the event that the Products or Services do not conform to the Order or to applicable regulations, the Client may request the Company, by registered letter with acknowledgment of receipt, to correct the defects—if confirmed—within a reasonable period. Following such request, the Parties shall agree on the appropriate course of action regarding the claim.

7. Product Version Changes    

The Client agrees that the Company may replace Products already installed within the Client’s infrastructure, in particular in the event of a hardware version upgrade. The Client undertakes to make itself available as soon as possible, and no later than two months from the date of notification by the Company, to allow the installation of the replacement Products by the Company at the Client's site. Any refusal by the Client to install the replacement Products in order to retain an earlier version shall be subject to the prior express approval of the Company. The Company agrees not to implement more than two Product modifications per calendar year, except in the case of a security vulnerability or major malfunction justifying a replacement.   

8. Warranty   

The Products sold are covered by the legal warranty against hidden defects.

The Company shall not be held liable in the event of misuse of the Products, use contrary to the user manual provided where applicable by the Company, negligence, installation not in accordance with the Company's recommendations, lack of maintenance by the Client, normal wear and tear of the Products, or failure resulting from an accident involving the machine on which the Product is installed.

In the event of a defect in a Product not covered by the above exclusions, the Company undertakes to provide a solution to the Client within five (5) business days of receiving the information.​

All claims under warranty must be addressed to the Company by the Client at support@sycon.fr or directly to the Client’s assigned commercial representative.

9. Product Return 

At the end of the Contract, for any reason whatsoever, the Client agrees to return at its own expense the Products provided by the Company under the Contract to the address indicated by the Company within thirty (30) business days from the end date of the Contract. The Products must be returned in good condition. If the Products are not returned within the allotted time or are returned in poor condition, and unless otherwise agreed by the Company, the Client shall owe the Company a compensation of two hundred (200) euros per device.

10. Intellectual Property       

The Company holds all intellectual property rights and all necessary authorizations relating to the Products, Services, and the documentation provided, and warrants that the Products, Services and related documentation do not infringe the intellectual property rights or other rights of any third party.

The Company retains ownership of all documents, Products, designs, and concepts communicated to the Client for the performance of its obligations. Subject to full compliance with these Terms and full payment of the price as stated in the attached quotation, and only for the duration of the Contract, the Company grants the Client a right to use the Products.​

The Client agrees not to:

• Distribute, export, translate, transmit, merge, transfer, modify, adapt, pledge, encumber, create derivative works from, lend, lease, share, resell, or sublicense the Company’s intellectual property, in whole or in part;
• Remove or alter any proprietary notices contained in the Company’s intellectual property; 
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Company or any documents provided by the Company;​
• Use the Company’s intellectual property for purposes outside the scope of the Contract or sublicense or grant any rights to third parties, in whole or in part.

The Client shall take all necessary precautions to prevent third parties from using the Company’s intellectual property or any related documentation in any way that would constitute a breach of the Contract, including, but not limited to, the precautions the Client uses to protect its own proprietary information.

11. Personal Data      

In the performance of their obligations under the Contract, the Parties agree to process personal data in compliance with the applicable regulations, including Regulation (EU) 2016/679 (General Data Protection Regulation), particularly with regard to any transfers of personal data to a third country or international organization, unless such processing is required under Union or Member State law to which one of the Parties is subject. In such case, the concerned Party shall inform the other Party of that legal requirement prior to the processing, unless the applicable law prohibits such disclosure on important public interest grounds.​

12. Social and Tax Certificates       

The Company shall provide the Client, upon request, with the certificates required by law (Article D 8222-5 of the French Labor Code), in particular with regard to social and tax compliance, including:

• A certificate of declaration and payment of social security contributions, as provided for in Article L 243-15 of the French Social Security Code, issued by the social security body responsible for collecting contributions, dated within the last six (6) months.
• An extract from the Trade and Companies Register (K-bis extract) dated within the last three (3) months, or proof of registration with the relevant trade directory, or, if the Company is in the process of registration, a receipt for filing with the relevant business formalities center.
• Where applicable, a certificate confirming that the Company employs foreign workers in compliance with Article L 8251-1 of the French Labor Code.

Thereafter, such certificates shall be provided by the Company to the Client upon request, at a minimum interval of every six months. 

13. Confidentiality       

Each Party guarantees the confidentiality of all documents and information of any kind that it becomes aware of in the context of the Contract, which are identified as "confidential" by a specific mention, or which by their nature would cause financial, commercial, strategic, or reputational harm if disclosed. Each Party guarantees that this confidentiality obligation will be respected by its employees and any potential subcontractors. 

Accordingly, each Party shall use the confidential information solely for the purpose of performing the Contract. This confidentiality obligation shall remain in effect for a period of twenty-four (24) months following the termination of the Contract, for any reason whatsoever.

14. Liability    

The Company shall only be liable for direct damages caused by its own actions to the Client, to the exclusion of all indirect damages and/or losses, whether suffered by the Client, by third parties, or relating to any property belonging to the Client or any third party, as well as any damage caused to others during the performance of its obligations, or more generally arising from or in connection with the performance of its contractual obligations.

The total liability of the Company shall not exceed the total amount paid by the Client under the current contractual year.

The occurrence of any event beyond the Parties’ control, which could not reasonably have been foreseen at the time of signing the Contract, the effects of which cannot be avoided through appropriate measures, and which prevents the defaulting Party from fulfilling its obligations, shall be deemed to constitute a force majeure event.

In addition to the events usually recognized by French case law as force majeure, the Parties agree to consider the following as force majeure events insofar as they hinder the Company's performance of its obligations: fire, storm, flood, earthquake, total or partial strikes, whether internal or external to the Company, lockouts, shortage of materials required to manufacture the Products, stoppage of the Client's lines or machines, failure of servers and/or internet service provider.

If a force majeure event lasts longer than ninety (90) days, the Parties shall consult to determine the consequences for the continuation of the Contract.

15. No Waiver    

The Parties expressly agree that under no circumstances shall silence, tolerance, or any behavior—no matter its duration, frequency, or importance—even if implicit, be construed as a waiver of any right, prerogative, or remedy by either Party, nor shall it be considered as a modification or novation of the Contract.

In any case, either Party may terminate such tolerance at any time without notice or formalities.

16. Severability 

The Parties expressly agree that if any provision of the Contract is deemed unenforceable for any reason, the remainder of the Contract shall remain valid and in full force and effect.

17. Reference   

Unless expressly objected to by the Client, the Client authorizes the Company to include its name, logo, and registered or unregistered trademarks in its communication materials, marketing, and documentation in connection with the Products and Services provided by the Company.

18. Dispute Resolution      

Except for disputes relating to intellectual property or requiring emergency interim relief, the Parties agree to submit any dispute relating to the interpretation, performance, or validity of the Contract (a “Dispute”) to the following process:​

(a) The Party identifying the Dispute shall promptly contact the representative of the other Party by email with acknowledgment of receipt within three (3) business days of identifying the Dispute, in order to discuss the resolution of the dispute.

(b) During the Dispute, each Party shall continue to perform its obligations. Subject to the provisions of the Contract, neither Party shall cease or suspend performance under the Contract while the Dispute is pending, unless otherwise agreed in writing by the Parties.  

If such discussions fail to resolve the Dispute through the above procedure, the Parties shall in good faith and without undue delay agree on the name of an independent expert or mediator designated by mutual consent. This mediation shall take place in Paris, in French. Each Party shall bear half of the costs associated with the mediation.

18. Governing Law and Jurisdiction       

The contractual relationship between the Parties shall be governed by French law. Any dispute arising from the performance, interpretation, or termination of the Contract, or more generally from the commercial relationship between the Parties, that cannot be resolved amicably, shall be submitted to the competent courts of Nanterre.

1. Purpose

These General Terms of Use (hereinafter the "Terms of Use") define the terms and conditions under which professional users (hereinafter the "Users") access and use the Sycon platform and application programming interface (API), made available by the Société Française des Systèmes Connectés – Sycon (hereinafter "Sycon"), a simplified joint-stock company registered with the Nanterre Trade and Companies Register under number 921 183 737, with its registered office located at 8 avenue Lavoisier, 92500 Rueil-Malmaison.

2. Scope of Application

These Terms of Use apply to any access to or use of the Sycon web platform (hereinafter the “Platform”) or the application programming interface (API) by Users designated by a Sycon Client that has entered into a contract.

3. Access to the Platform and to the API

Access to the Platform or the API is restricted to authorized Users with personal credentials provided by Sycon or by the Client.

Users agree to keep their credentials strictly confidential. Any use of the Platform or the API using such credentials shall be deemed to have been made by the User.

Sycon reserves the right to suspend access to the Platform and the API in the event of abusive or fraudulent use, security breaches, or violations of these Terms of Use.

4. User Obligations

Users agree to:

• Use the Platform and the API strictly within the professional scope defined by the contract between Sycon and the Client;
• Not alter, disrupt, or attempt to bypass the Platform and API's security or monitoring systems;
• Not transmit malicious content or unlawful data via the Platform or the API;
• Not attempt to access data belonging to other Sycon Clients.

5. Intellectual Property

The Platform, its interface, content (texts, graphics, logos, data structures, scripts, etc.), and the API are protected by intellectual property rights and remain the exclusive property of Sycon or its partners..

Users are granted only a non-exclusive, non-transferable right of use, limited to the duration of the contract, for the Client's internal business needs only.

Any unauthorized reproduction, modification, extraction, distribution, or reuse is strictly prohibited.

6. Availability and Maintenance

Sycon endeavors to ensure continuous availability of the Platform and the API. However, temporary interruptions may occur for maintenance, updates, or technical issues.

No guarantee of permanent availability is provided. In the event of unplanned downtime affecting access, Sycon will inform Users as soon as possible.​

7. Liability

Sycon implements reasonable measures to secure and maintain Platform and API operations. However, Sycon shall not be held liable:

• In case of non-compliant use by the User;
• In case of loss or misuse of credentials by the User;
• In case of interruptions or slowdowns due to external factors (network, internet, hosting, etc.);​
• For indirect or consequential damages (loss of business, data, etc.);
• In the event that the data is used for purposes other than monitoring (e.g., triggering automation, commands, etc.).

8. Personal Data

Personal data collected through use of the Platform is processed in accordance with the General Data Protection Regulation (EU 2016/679).

9. Duration and Termination

These Terms of Use apply for the duration of the contract.

In the event of termination of the contract between Sycon and the Client, all access rights to the Platform and API are automatically revoked.

Sycon also reserves the right to deactivate a User account in the event of a violation of these Terms of Use.

10. Modifications

Sycon reserves the right to amend these Terms of Use at any time. Any new version will be notified to Users upon their next login.

11. Governing Law and Jurisdiction

These Terms of Use are governed by French law. In the event of a dispute, the courts within the jurisdiction of Nanterre shall have exclusive authority.