General conditions of sale
Last updated on August 07, 2024
Article 1 - PRESENTATION
SYNQRO AGENCY - FZCO is an intellectual services and professional training organization whose head office is located at Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, Dubai, United Arab Emirates, Dubai, United Arab Emirates. SYNQRO AGENCY - FZCO offers audits, training (face-to-face and remote), operational advice, design, development and maintenance of websites, natural referencing, through an assignment contract or an estimate based on these “GCS”. All SYNQRO AGENCY - FZCO services being hereinafter referred to as “Synqro technical and commercial proposals” or “Technical and commercial proposals”.
Article 2 - PURPOSE
These general conditions of sale (hereinafter the “GTC”) apply to all Synqro technical and commercial proposals relating to orders placed with SYNQRO AGENCY - FZCO by any professional customer (hereinafter “the Customer”). Placing an order implies the Customer's full and unreserved acceptance of these GTC. Any contrary condition and in particular any general or particular condition opposed by the Customer cannot, unless formally and in writing accepted by SYNQRO AGENCY - FZCO, prevail over these GCS, regardless of when it may have been brought to his attention. The fact that SYNQRO AGENCY - FZCO does not take advantage of any of these Terms and Conditions at a given time cannot be interpreted as a waiver of using them later. The Customer is committed to the respect of these GTC by all of its employees, agents and agents. The Customer also acknowledges that, prior to any order, he has received sufficient information and advice from SYNQRO AGENCY - FZCO, allowing him to ensure the adequacy of the Service Offer to his needs.
Article 3 - SERVICES INCLUDED IN SYNQRO TECHNICAL AND COMMERCIAL PROPOSALS
3.1 Audits
SYNQRO AGENCY - FZCO carries out website audits aimed at analyzing elements related to the technical structure or the SEO (natural referencing) performance of the site. SYNQRO AGENCY - FZCO relies on these audits to offer the Customer a relevant web strategy.
The results of the audit are presented either in verbal form during an interview with the Customer, or in a document given to the Customer.
3.2 Design, development of websites
SYNQRO AGENCY - FZCO offers a website design and development service for the Customer, which may for example include design, layout, and web development phases. SYNQRO AGENCY - FZCO is therefore required to use tools from third party providers.
3.3 Website maintenance
3.3.1 Once the site has been developed and transferred to the Customer's Webflow account, the site is considered to have been delivered, whether it has been put into production or not. Unless otherwise specified in the contract, the Customer must ensure the hosting and maintenance of his site by his own means.
3.3.2 Provided that SYNQRO AGENCY - FZCO takes charge of the Webflow host, website maintenance also includes the administrative management of technical and IT costs related to the client's internet host (Webflow).
3.3.3 Provided that SYNQRO AGENCY - FZCO takes care of the Customer's Webflow host, website maintenance also includes the annual billing to the Customer for technical and IT costs related to its web host. The customer hosting services offered are provided by a third party partner provider.
3.3.4 Provided that SYNQRO AGENCY - FZCO takes care of the Customer's domain name hosting provider, website maintenance also includes annual billing to the Customer for technical and IT costs related to its domain name host. The customer hosting services offered are provided by a third party partner provider.
3.4 Programming and tool integrations
SYNQRO AGENCY - FZCO offers programming services and the integration of ancillary tools, offered by third party providers, to the client's website.
3.5 Digital training
SYNQRO AGENCY - FZCO offers hours of service for face-to-face and distance learning digital training, on one of the tools integrated into the site, on the Webflow site creation tool, or digital training on the basis of natural referencing. The format of this digital training is by default remote, without any mention to the contrary in the SYNQRO AGENCY - FZCO technical and commercial proposal.
3.6 Natural referencing
3.6.1 SYNQRO AGENCY - FZCO offers consulting services in natural referencing giving rise to a written report of exchanges with the Customer. The format of SEO consulting workshops is by default remote, without any mention to the contrary in the SYNQRO AGENCY - FZCO technical and commercial proposal.
3.6.2 SYNQRO AGENCY - FZCO offers natural referencing production services, such as optimizing the performance of the Customer's website or writing content. The number of content written is specified in the technical and commercial proposal by SYNQRO AGENCY - FZCO.
Article 4 - CONDITIONS OF EXECUTION
4.1 Technical costs
The technical, IT and logistical expenses related to the execution of the missions of the SYNQRO AGENCY - FZCO technical and commercial proposals (art. 3) are borne by the Customer and are in no way included in the fees, unless otherwise specified in the proposal.
4.2 Cancellation or rescheduling
4.2.1 The Customer acknowledges and accepts that in order to be taken into account, any discount or cancellation must be notified to SYNQRO AGENCY - FZCO in writing (e-mail or registered letter).
4.2.2 Cancellation of services, audits, programming and integration of tools, training, operational advice, design, development and maintenance of websites, natural referencing at the initiative of the Customer: the dates are set by mutual agreement between SYNQRO AGENCY - FZCO and the Customer before the start of the service and are firmly blocked. In the event of late cancellation by the Customer of a service session, audit, advice, advice, advice, programming, integration of site management tools, natural referencing or training scheduled jointly during the current month, compensation will be due under the following conditions
- cancellation communicated at least 15 working days before the session: 30% of the fees relating to the service will be invoiced to the Customer.
- cancellation communicated less than 15 working days before the session: 50% of the costs relating to the service will be invoiced to the Customer.
4.2.3 The Customer may request the deferral of one or more hours of services, audit, advice, advice, programming, integration of tools or training, provided that a written request is sent to SYNQRO AGENCY - FZCO within 15 days before the date of the training session.
4.3 Validity of service hours
The hours of audit services, operational consulting, maintenance, website design and development, website design and development, programming and integration of tools and training are valid and can be accumulated over a period of only three (3) months.
4.4 Format of service hours
Audit, operational consulting, maintenance, website design and development, website design and development, programming and integration of tools and training services will be provided remotely, unless otherwise specified in the quotation.
4.5 Non-performance of obligations
In the event of non-performance of its obligations as a result of a fortuitous event or a case of force majeure, SYNQRO AGENCY - FZCO cannot be held responsible vis-à-vis the Customer. The latter will be informed by email.
4.6 - Termination of benefits
SYNQRO AGENCY - FZCO may cease its service at any time under this contract without penalty, if the customer does not follow the terms of this contract, including unpaid, SYNQRO AGENCY - FZCO reserves the right to charge reinstatement fees. Customers whose invoices are unpaid beyond 7 days may see their service interrupted, and all files and data relating to services with these customers may be rendered unusable. This interruption of service does not relieve the customer of the obligation to pay current invoices, only a written request to terminate the account will be taken into account.
Article 5 - EXCLUSIONS
The services of commercial and technical proposals are limited to the conditions mentioned in article 3 “SERVICES INCLUDED IN SYNQRO AGENCY - FZCO TECHNICAL AND COMMERCIAL PROPOSALS”. Excluded from the contract are all services related to:
5.1 Management and technical and IT costs related to the tools integrated by SYNQRO AGENCY - FZCO into the client's website.
5.2 Management and payment of any other costs related to the client's site, except for the costs of hosting the website and hosting the domain name if they are provided for in the proposal.
Article 6 - DURATION OF TECHNICAL AND COMMERCIAL PROPOSALS SYNQRO AGENCY - FZCO
6.1 Duration of validity of audit services, design, development of websites, programming and integration of tools
Unless otherwise specified in the offer, the deadlines for completing technical and commercial proposals SYNQRO AGENCY - FZCO (Art. 3) may not exceed the duration of the contract from the date of signature of the offer.
Beyond this period, the Customer must conclude a new technical and commercial proposal with SYNQRO AGENCY - FZCO.
6.2 Duration of digital training services
The hours of training shown in the order form are valid for a maximum of 3 months unless otherwise specified in the contract.
Article 7 - INVOICING AND PAYMENT
For the implementation of the technical and commercial proposals SYNQRO AGENCY - FZCO provided for in article 3, SYNQRO AGENCY - FZCO invoices either monthly at term according to the duration of the mission provided for in the contract, or at a fixed price. The technical, IT and logistical expenses related to the execution of the missions are borne by the Customer and are in no way included in the fees, unless otherwise specified in the proposal.
7.1 Terms of placing orders related to technical and commercial proposals SYNQRO AGENCY - FZCO
The proposal and the prices indicated by SYNQRO AGENCY - FZCO are valid for one (1) month from the sending of the order form. The technical and commercial proposal is deemed accepted upon receipt by SYNQRO AGENCY - FZCO of an order form signed by any duly authorized representative of the Customer, within one (1) month from the issuance of said order form. The signing of the order form and/or the agreement on proposal implies the knowledge and the irrevocable and unreserved acceptance of these conditions, which may be modified by SYNQRO AGENCY - FZCO at any time, without notice, and without this modification giving rise to the right to compensation for the benefit of the Customer.
7.2 Invoicing and payment related to technical and commercial proposals SYNQRO AGENCY - FZCO
7.2.1 All prices are in euros and excluding taxes. They will be increased by VAT at the current rate. Any taxes, customs or import duties as well as bank fees caused by the payment method used will be borne by the Customer. The travel expenses of the consultant (s) or the trainer (s) as well as the costs of renting a room, documentation and renting current equipment (video projector, software, simulation equipment, etc.) are invoiced in addition or notified on the technical and commercial proposal.
7.2.2 Payment Unless otherwise agreed, payments will be made under the following conditions:
- cash payment must be made by the Customer, at the latest within 30 (thirty) days from the date of the invoice;
- payment is accepted by bank transfer (payable to SYNQRO AGENCY - FZCO whose bank details appear on the Order Form, and accompanied by order references);
- no discount will be applied in case of payment before the due date, unless otherwise stated on the invoice.
Any sum not paid by the due date leads automatically and without prior notice to the application of penalties equal to one and a half times the legal interest rate, provided for by law 92-1442 of 31 December 1992, article 3-1 paragraph 3. SYNQRO AGENCY - FZCO will have the right to suspend the service until full payment and obtain settlement by litigation at the Customer's expense without prejudice to other damages that may be due to SYNQRO AGENCY - FZCO.
7.3 Billing and payment related to website maintenance services
The website maintenance services provided for in article 3.3 are to be paid by the Customer at a fixed annual rate from the date of signing the order form.
These payments are renewed by tacit renewal unless one of the parties terminates them at the end of the period of 1 (one) year, by giving the other party a notice of 3 (three) months by registered letter with acknowledgement of receipt.
Article 8 - LIMITATIONS OF LIABILITY OF SYNQRO AGENCY - FZCO
8.1 General Limitation of Liability
SYNQRO AGENCY - FZCO is committed to providing the services in accordance with the professional standards applicable in the Dubai Silicon Oasis Free Zone. However, SYNQRO AGENCY - FZCO can only be held liable in the event of proven fault and within the limit of direct damage, resulting from the execution of contractual services, in accordance with the applicable laws of DSO.
The total responsibility of SYNQRO AGENCY - FZCO towards the Customer, for any reason whatsoever, is limited to the total amount of the fees paid by the Customer for the service in question. SYNQRO AGENCY - FZCO will in no way be responsible for indirect damages, such as loss of profit, business interruption, or any other economic loss resulting from the performance of the services.
8.2 Exclusion of Liability for Indirect Damages
SYNQRO AGENCY - FZCO cannot be held responsible for indirect damages suffered by the Customer, such as loss of turnover, loss of profit, damage to brand image, loss of data, or any other financial or commercial harm resulting from the use or impossibility of using the services provided.
8.3 Specific Limitation for Website Maintenance
In the event that SYNQRO AGENCY - FZCO takes over the hosting of the Customer's site or domain name, SYNQRO AGENCY - FZCO undertakes to make its best efforts to ensure the continuity of the service. However, it cannot be held responsible for service interruptions or data losses resulting from failures attributable to third party providers (such as hosting providers), external attacks (such as malicious intrusions), or to cases of force majeure.
8.4 Customer Responsibility
The Customer is responsible for the use of the services provided by SYNQRO AGENCY - FZCO, including the preservation of their login details and passwords. SYNQRO AGENCY - FZCO cannot be held responsible for the loss, theft or disclosure of Customer identifiers and passwords.
8.5 Force Majeure
SYNQRO AGENCY - FZCO cannot be held responsible for the non-performance of its contractual obligations in the event of force majeure, as defined by applicable legislation, including but not limited to natural disasters, social conflicts, acts of terrorism, or any other situation beyond the reasonable control of SYNQRO AGENCY - FZCO.
8.6 Compliance with Laws
SYNQRO AGENCY - FZCO cannot be held responsible in the event of unlawful use of the services by the Customer. The Customer undertakes to use the services in compliance with all applicable laws and regulations, including intellectual property and data protection.
Article 9 - FORCE MAJEURE
SYNQRO AGENCY - FZCO cannot be held responsible to the Customer in the event of non-performance of its obligations resulting from a force majeure event. In addition to those usually recognized by the jurisprudence of French Courts and Tribunals and without this list being restrictive, are considered to be cases of force majeure or fortuitous events, in addition to those usually recognized by the jurisprudence of French Courts and Tribunals and without this list being restrictive: the illness or accident of a consultant or a trainer, strikes or social conflicts internal or external to SYNQRO AGENCY - FZCO, natural disasters, fires, the non-obtaining of visas, work permits or other permits, the laws or regulations put in place later, the interruption of telecommunications, the interruption of supply in energy, interruption of communications or transport of any type, or any other circumstance beyond the reasonable control of SYNQRO AGENCY - FZCO.
Article 10 - INTELLECTUAL PROPERTY
SYNQRO AGENCY - FZCO is the sole owner of the intellectual property rights of all the training courses it offers to its Customers. For this purpose, all content and educational materials regardless of their form (paper, electronic, electronic, digital, oral, etc.) used by SYNQRO AGENCY - FZCO to provide training, remain the exclusive property of SYNQRO AGENCY - FZCO. As such, they may not be the subject of any use, transformation, reproduction, exploitation not expressly authorized within or outside the Customer without the express agreement of SYNQRO AGENCY - FZCO. In particular, the Customer is prohibited from using the content of the training courses to train persons other than its own staff and undertakes its responsibility on the basis of articles L. 122-4 and L. 335-2 and following of the intellectual property code in the event of unauthorized transfer or communication of content. Any reproduction, representation, modification, publication, publication, transmission, transmission, transmission, transmission, denaturation, total or partial, of the content of SYNQRO AGENCY - FZCO training courses, is strictly prohibited, regardless of the process and the medium used. In return for the payment of the corresponding price, the modules are subject to a personal, non-transferable and non-exclusive right of use for a limited period of one year from the date of the training course. In any event, SYNQRO AGENCY - FZCO remains the owner of its tools, methods and know-how developed previously or during the performance of services for the Customer.
Article 11 - CONFIDENTIALITY
The parties undertake to keep confidential the information and documents concerning the other party of any nature whatsoever, economic, technical or commercial, to which they could have access during the execution of the contract or during the exchanges that took place prior to the conclusion of the contract, in particular all the information contained in the commercial and financial proposal sent by SYNQRO AGENCY - FZCO to the Customer. SYNQRO AGENCY - FZCO undertakes not to communicate to third parties other than its affiliated companies, partners or suppliers, the information transmitted by the Customer, including information concerning Users.
12 - COMMUNICATION
The Customer agrees to be cited by SYNQRO AGENCY - FZCO as the customer of its technical and commercial proposals, at the expense of SYNQRO AGENCY - FZCO. Subject to compliance with the provisions of article 11, SYNQRO AGENCY - FZCO may mention the name of the Customer as well as an objective description of the nature of the services, subject of the contract, in its reference lists and proposals for the attention of its prospects and its customers, interviews with third parties, interviews with third parties, communications to its staff, communications to its staff, communications to its staff, internal forecasting documents, annual report to shareholders, in a portfolio and on its website as well as in the event of legal provisions, regulatory or accounting requiring it.
13 PROTECTION OF PERSONAL DATA
The Customer undertakes to inform each User that:
Personal data concerning him is collected and processed by SYNQRO AGENCY - FZCO for the purposes of improving the offer, monitoring the services, and validating the service provided in accordance with the order.
The personal data collected is processed in accordance with the regulations in force, in particular the General Data Protection Regulation (GDPR) for customers located in the European Union and the applicable data protection laws of the United Arab Emirates.
Users have the right to access, rectify, delete and portability of data concerning them, as well as the right to oppose the processing for legitimate reasons. These rights may be exercised by sending a written request, specifying the identity and email address of the applicant, to SYNQRO AGENCY - FZCO.
SYNQRO AGENCY - FZCO undertakes to take all necessary measures to ensure the security and confidentiality of personal data, and to transmit them to third parties only if necessary for the execution of services, to affiliated companies, partners or subcontracting third party service providers, or to comply with a legal obligation.
The Customer is responsible for the preservation and confidentiality of all data concerning the User and to which he has had access as part of the contractual relationship.
14 APPLICABLE LAW - ATTRIBUTION OF JURISDICTION
These general terms and conditions are governed by French law if the dispute occurs between SYNQRO AGENCY - FZCO and a company headquartered in France. For any other dispute, these terms and conditions are governed by the law of the United Arab Emirates. In the event of a dispute arising between the Customer and SYNQRO AGENCY - FZCO during the execution of the contract, an amicable solution will be sought and, failing that, the settlement will be from the Dubai International Arbitration Centre (DIAC).