General conditions of license and use of the Syslor application

Article 1 – General

1.1 The present general terms and conditions apply to the contractual relationship between the company SYSLOR, registered with the RCS of THIONVILLE under the number 833 940 893, whose registered office is located at 1 allée Marielle Goitschel in YUTZ (57970), hereinafter referred to as “SYSLOR”, and the client company, hereinafter referred to as the USER”.

1.2 The general terms and conditions are given to the USER prior to any negotiation and form the basis of these terms and conditions. SYSLOR cannot waive them in advance. The fact of placing an order implies the USER’s full and unreserved acceptance of these conditions.

1.3 No special conditions may prevail over these general conditions unless SYSLOR has formally accepted them in writing.

1.4 The present general terms and conditions comply with the provisions of the French Commercial Code. They are in conformity with the commercial practices of the profession in force.

1.5 The prices, information and characteristics appearing on circulars, prospectuses, technical data sheets, Internet site or other documents are given for information purposes only and may under no circumstances be considered as firm offers.

1.6 Furthermore, SYSLOR reserves the right, at any time and without prior notice, to make any modifications or improvements to its offers which it deems necessary, without the USER being able to claim any prejudice whatsoever.


Article 2 – Purpose

The purpose of the present contract is to specify the conditions under which SYSLOR grants the USER a right to use the “SYSLOR” APPLICATION.


Article 3 – Definitions

APP: refers to the “SYSLOR” app.

IDENTIFIERS: identifier and password chosen or assigned to a USER allowing him/her to access the APP.

PARTIES: means the USERS of the APP and SYSLOR, who are hereby bound together

REFERENT: natural person designated by the USER to be SYSLOR’s interlocutor for all matters arising from the use of the APP.

USER: designates any legal entity acting on its behalf and using the APP.


Article 4 – Right of use

4.1 SYSLOR grants the USER a personal and non-exclusive right to use the APP for its own needs, without geographical limitation.

4.2 For the execution hereof, SYSLOR grants the USER the right to use the APP and its documentation for the number and type of terminals specified in the invoice made out to the USER.

4.3 The right of use shall be granted for the duration of the USER’s commitment specified in the invoice issued to the USER.

4.4 The USER shall refrain from any transfer or concession of the APP to third parties, for any reason whatsoever, without SYSLOR’s prior written consent.


Article 5 – Offers

5.1 The USER shall choose one of the offers detailed in Annex 1 and its duration.

5.2 At any time, including in the case of an annual commitment, the USER may opt for a higher offer than the one initially subscribed to, subject to a written agreement signed by both PARTIES. This change of offer will lead to a re-evaluation of the applicable rates. The change of offer will be effective from the 1st day of the month following its acceptance by SYSLOR.


Article 6 – Access to the APP

6.1 As soon as the USER accepts the present terms and conditions, SYSLOR will electronically transmit to the USER the procedures to be followed in order to access the APPLICATION, and in particular its IDENTIFIERS.

6.2 The USER undertakes not to create or use any accounts on the APPother than the one initially created, whether under his own identity or that of a third party. Any departure from this rule must be explicitly requested by the USER and expressly and specifically authorized by SYSLOR.

6.3 The USER guarantees that the information communicated by the USER on the APP is accurate, sincere and in conformity with reality. He undertakes to inform SYSLOR without delay in the event of any change in the information communicated at the time of signing the present document.

6.4 SYSLOR cannot be held responsible for any technical problems or incidents which may arise and entail a risk of loss of data in the event of a fault on the part of the USER, a third party or force majeure. SYSLOR is only bound by an obligation of means.

6.5 The equipment (computers, tablets, smartphones, etc.) enabling access to the APP are at the exclusive charge of the USER, as are the electronic communication costs incurred by their use.

6.6 Each USER has, in general, the obligation to (i) comply with the laws and regulations in force, (ii) behave in a loyal manner towards SYSLOR and other USERS, (iii) respect the Intellectual Property Rights pertaining to the content provided by SYSLOR, (iv) communicate only accurate and true data, and (v) not make any commitment to a third party.

6.7 In the event of violation of the conditions of access to the APPLICATION and use of the services offered thereon, SYSLOR reserves the right to suspend access to the APPLICATION for the USERS concerned and to terminate the present agreement with regard to the USERS concerned with immediate effect.

6.8 The IDENTIFIERS transmitted to the USER by SYSLOR are personal and confidential. They can only be changed at the request of the USER or at the initiative of SYSLOR. The request on the part of the USER must be made through the REFERENT, by e-mail to the following address: contact@syslor.net.

6.9 The USER is solely and entirely responsible for the use of the IDENTIFIERS concerning him and undertakes to do everything possible to keep them secret and not to disclose them to anyone, in any form whatsoever and for any reason whatsoever.

6.10 The USER shall be liable for the use of his IDENTIFIERS by third parties or for actions or statements made through his personal account, whether fraudulent or not, and indemnifies SYSLOR against any claim in this respect.

6.11 Furthermore, SYSLOR is not liable in case of usurpation of the USER’s identity. If the USER has reason to believe that a person is fraudulently using identification elements or his account, he must immediately inform SYSLOR by e-mail at the following address: contact@syslor.net.

6.12 In the event of loss or theft of one of the IDENTIFIERS, the USER is liable for any harmful consequences of such loss or theft, and must notify SYSLOR as soon as possible.

6.13 A REFERENT must be designated by the USER. His/her identity and contact information will be transmitted to SYSLOR upon acceptance of the present terms and conditions. He will be SYSLOR’s sole interlocutor for all aspects of the use of the APP and more particularly for all matters arising from the creation / modification / deletion of USER accounts.

6.14 The REFERENT shall in particular ensure that all of the obligations mentioned herein are strictly respected by the USER.

6.15 In case of bugs encountered affecting the proper functioning of the APP, SYSLOR may connect directly to any account of the USER in order to remedy the problem.


Article 7 – Prices

7.1 In return for the right to use the APPLICATION, the USER undertakes to pay the price indicated on the invoice summarising the characteristics of the subscribed offer and its duration.

7.2 Prices are in euros, are exclusive of tax and are monthly. Any month commenced will be invoiced in full.

7.3 Any tariff modification will be communicated to the USER within one (1) month prior to its implementation.

7.4 The rates, conditions and discount scales will be communicated by SYSLOR to the USER upon request.

7.5 Discounts, rebates and discounts will only be effective after their express acceptance by SYSLOR and cannot be applied retroactively.

7.6 Conditional deferred rebates will only be acquired if the USER has fulfilled all of his contractual obligations, in particular the respect of the terms of payment.


Article 8 – Terms of payment

8.1 Unless otherwise agreed by the PARTIES, payment of the financial consideration for the right to use the APP shall be made on a monthly basis.

8.2 Payment shall be made in cash upon receipt of the invoice, i.e. no later than the fifteenth day following the beginning of the month covered by the invoice. Each started month is from.

8.3 The following payment methods are accepted: SEPA direct debit, direct debit by bank card, bank transfer, online payment.

8.4 Any sum not paid by the due date shall give rise, by operation of law and without prior formal notice, by way of derogation from Article 1153 of the French Civil Code, to the payment of a late payment penalty calculated by applying three (3) times the legal interest rate to the sums due, without this penalty affecting the due date of the debt.

8.5 Such interest shall accrue from the due date until payment.

8.6 Any sum not paid on the due date will also give rise, by operation of law and without prior formal notice, to the payment of a fixed indemnity for collection costs in the amount of 40 euros. However, if the collection costs incurred are higher, SYSLOR reserves the right to request additional compensation, upon justification.

8.7 Under no circumstances may payments be suspended or be subject to any compensation whatsoever without the prior written agreement of SYSLOR.

8.8 No discount will be granted for early payment.

8.9 In the event of non-payment, SYSLOR reserves the right to terminate the present contract by operation of law, resulting in the deactivation of the USER’s access to the APPLICATION, without delay or notice.


Article 9 – Warranty and Maintenance

9.1 The warranty period shall run for the entire contractual commitment period of the USER from the day on which the APP is made available.

9.2 During this period, SYSLOR guarantees the USER against any occurrence of anomalies, incidents, errors or malfunctions. In this respect, SYSLOR undertakes to remedy, free of charge, any incident detected, identified and reproducible by the USER. The level of service commitment (or “SLA”) guaranteed by SYSLOR is specified for each offer in Appendix 1.

9.3 If the request for intervention is motivated by an incident not attributable to the APPLICATION, the present guarantee is not applicable.

9.4 The USER will be regularly informed by e-mail of the evolutions available and applicable to the APP, as well as of the pricing conditions and the related downloading or provision methods.

9.5 In all cases where the present guarantee does not apply, the USER may call upon SYSLOR’s assistance, support and maintenance services according to the conditions which will have been previously transmitted to him and which will have been the subject of an express agreement on his part.


Article 10 – Termination

10.1 Once the commitment period has come to an end, where applicable, the USER may terminate the present contract at any time, by registered letter with acknowledgement of receipt addressed to SYSLOR, subject to a notice period of fifteen (15) days before the end of the month in question.

10.2 In the event of non-compliance with the present terms and conditions, SYSLOR reserves the right to unilaterally terminate the present terms and conditions by operation of law, without prejudice to any damages and interest in the event of actions likely to infringe its rights.

10.3 In the event of termination, for whatever reason, the USER undertakes to proceed, without delay, with the uninstallation of the APP from all its media.


Article 11 – Sub-license

11.1 The USER may only use the APP for its own purposes. He shall refrain from granting sub-licenses. The USER may not grant the right to use the APP to third parties, even free of charge.

11.2 This prohibition on sub-licensing shall not prevent a USER from prescribing the use of the APP to a subcontractor or even from paying the price corresponding to the right to use the APP on behalf of a subcontractor.


Article 12 – Intellectual Property

12.1 The APP and its documentation, as well as any copy thereof, remain the full and exclusive property of SYSLOR, which enjoys the status of author in accordance with the provisions of the intellectual property code.

12.2 The APP may not be assigned, contributed or transferred without the prior written consent of SYSLOR.

12.3 SYSLOR guarantees the USER against any infringement proceedings that may be brought against him, provided that the USER gives SYSLOR prior written notice thereof as soon as possible and that the APP has not been modified by the USER.

12.4 The license granted by SYSLOR gives the USER the right to use the APP belonging to SYSLOR, which implies that the USER undertakes to use this APPLICATION only for his own needs. The USER undertakes not to develop or market the APPLICATION which is the subject hereof or products likely to compete with it.

12.5 The USER shall refrain from modifying the APP unless SYSLOR’s prior express written authorization has been obtained.

12.6 The USER may not correct errors affecting the APP, the PARTIES expressly agree to reserve this correction solely to SYSLOR.

12.7 The sending of photographs / videos taken by the USER to SYSLOR through the APP entails the granting to SYSLOR of a right to use said photographs for the purpose of fulfilling one of the purposes of the APP, namely the resurfacing of underground road networks. SYSLOR undertakes to use the photographs transmitted to it solely for this purpose.

12.8 The sending of plans produced by SYSLOR to the USER in the context of the use of the APP does not in any case entail the transfer to the USER of the intellectual property rights relating to the said plans. These remain the full and entire property of SYSLOR. The USER therefore refrains from making any use other than strictly personal.

12.9 All data collected in the context of the use of the APP are the property of SYSLOR, which is free to reuse them later and at any time according to its needs.



Article 10 – Termination

10.1 Once the commitment period has come to an end, where applicable, the USER may terminate the present contract at any time, by registered letter with acknowledgement of receipt addressed to SYSLOR, subject to a notice period of fifteen (15) days before the end of the month in question.

10.2 In the event of non-compliance with the present terms and conditions, SYSLOR reserves the right to unilaterally terminate the present terms and conditions by operation of law, without prejudice to any damages and interest in the event of actions likely to infringe its rights.

10.3 In the event of termination, for whatever reason, the USER undertakes to proceed, without delay, with the uninstallation of the APP from all its media.


Article 11 – Sub-license

11.1 The USER may only use the APP for its own purposes. He shall refrain from granting sub-licenses. The USER may not grant the right to use the APP to third parties, even free of charge.

11.2 This prohibition on sub-licensing shall not prevent a USER from prescribing the use of the APPLICATION to a subcontractor or even from paying the price corresponding to the right to use the APP on behalf of a subcontractor.


Article 13 – Confidentiality

13.1 The APP is part of SYSLOR’s trade secrets and know-how and shall be considered by the USER as confidential information.

13.2 As such, the USER shall refrain from communicating the APPLICATION in its source or executable versions as well as the programs and other elements (documentation, etc.) constituting all or part of the APP.

13.3 The USER undertakes to take all necessary measures to ensure that the APP and its documentation are not made available to third parties.

13.4 The USER shall not use the APP specifications to create or allow the creation of a program with the same purpose.

13.5 SYSLOR is hereby authorized to verify compliance with these obligations at any time.

13.6 Should the USER fail to comply with the obligations mentioned in the present article, SYSLOR reserves the right to claim from the USER an indemnity equal to two (2) times the amount corresponding to the price of the usage fee paid by the USER on his behalf and revised according to the Syntec index, as well as to terminate the present contract by operation of law.


Article 14 – Liability

14.1 SYSLOR is subject to an obligation of means to the exclusion of all others. It guarantees the conformity of the APP to the specifications described in its documentation.

14.2 The USER assumes all responsibilities other than that of the APP’s conformity to the specifications and in particular those concerning :

– The suitability of the APP for its needs,

– Operation of the APP,

14.3 The USER is solely responsible for any possible malfunctions and damage due to a modification of the APP carried out by the USER, even a minor one, carried out with or without SYSLOR’s authorization.

14.4 The USER expressly acknowledges having received from SYSLOR all necessary information enabling him to assess the suitability of the APP to his needs and to take all useful precautions for its implementation and operation.

14.5 The USER is solely responsible for the use of the APP.

14.6 The USER is solely responsible for the proper functioning of his equipment, the compliance of his environment with the manufacturer’s specifications and the quality of his Internet access.

14.7 SYSLOR may not be held liable to a USER or to any third party for any deterioration, suspension or interruption of the functionalities of the APP attributable to Force Majeure as defined by constant French case law on the subject, caused by a USER or a third party, as well as to unavoidable contingencies that may arise from the technique and complexity of the implementation of the functionalities of the APP.

14.8 SYSLOR shall not be held liable in the event of a problem with the visualization of augmented reality networks due to the poor quality of the photographs transmitted by the USER or to the fact that the photographs transmitted do not contain sufficient elements for visualization.

14.9 SYSLOR shall not be held liable in the event of erroneous geolocation of networks resulting from imprecise or erroneous information transmitted by the USER. In this case, SYSLOR shall not be held liable for any damage resulting from the use of said maps.

14.10 SYSLOR reserves the right to refuse photographs transmitted to it by the USER because of their lack of quality or imprecision.


Article 15 – Promotion

In the event of a contractual commitment on its part, starting from the signature of the present document, the USER authorises SYSLOR to mention its brand / trade name / sign in its capacity as customer of the APP on any promotional support.


Article 16 – Sponsorship

16.1 The USER has the option of sponsoring another potential USER. In this case, he shall provide SYSLOR with the latter’s contact information.

16.2 The USER undertakes to have previously obtained the potential USER’s consent to allow SYSLOR to use his contact details, which will only be used to contact him in order to inform him of the offers proposed by SYSLOR and the functionalities of SYSLOR and, where applicable, to provide him with a quote.


Article 17 – Disputes

17.1 The present are subject to French law.

17.2 Any dispute arising in connection with the interpretation or execution of the present document which could not be resolved amicably between the PARTIES will be brought before the competent courts in the jurisdiction of which SYSLOR’s registered office is located.


Article 18 – Entirety – Partial invalidity

In the event of nullity of any clause herein, it shall be deemed to be unwritten but shall not affect the validity of the other clauses hereof.