Preamble
These general terms of service (“Terms”) govern the IT development, automation, support and maintenance services offered by the publisher of this website. They are aimed at business customers. Version 1, in force as of 18 October 2026.
This document is adapted from contract templates and must be reviewed by a legal professional before being relied on against a customer. The French version prevails.
1. Identification of the Provider
These Terms are issued by Dorian DUGUE, sole proprietor (entrepreneur individuel), micro-entrepreneur, trading as SynapSys Développement (operating under the name “Synapsys”), SIREN being assigned, 60 Rue Antonin Perrin, 69100 Villeurbanne, France, reachable at contact@synapsys-developpement.fr (the “Provider”). VAT not applicable, article 293 B of the French General Tax Code.
2. Definitions
The following capitalised terms have the meanings below.
- Customer: any legal entity or individual acting for professional purposes who orders Services from the Provider;
- Quote: the Provider’s written commercial proposal describing the Services, their price, invoicing method and terms of performance;
- Order: the Customer’s acceptance of the Quote;
- Contract: the accepted Quote, its appendices (specifications), these Terms and, where applicable, a specific contract and its amendments;
- Services: the services described in the Quote (development of websites and applications, automation, support, advice, maintenance);
- Fixed price: an overall price for a defined scope; Time and materials: invoicing by time spent; Hour credit: a block of hours bought and paid in advance; One-off intervention: an on-demand intervention outside any other mode;
- Deliverables: anything handed to the Customer under the Contract (software, code, files, settings, documents);
- Third-party components: software, libraries, themes, extensions, fonts, images, APIs and services belonging to third parties, including open-source ones;
- Business day: Monday to Friday, excluding public holidays in mainland France.
3. Scope and purpose
These Terms apply to all Services. They are brought to the Customer’s attention before the Order, by attaching them to the Quote or linking to the current version, and are accepted by signing the Quote. Special conditions agreed in writing (Quote, specific contract) prevail over these Terms; the Customer’s own purchasing terms do not apply unless accepted in writing.
The Services are offered exclusively to professionals acting for their business. The Customer states its headcount and the place where the Contract is concluded when ordering; where it falls under article L. 221-3 of the French Consumer Code, article 21 below applies.
4. Quote, prices and formation of the Contract
Every Service is preceded by a free Quote based on the information supplied by the Customer. Prices are set on quotation: no price is displayed on the website. The Quote states the description of the Services, the invoicing mode, the price, the payment schedule, the estimated lead times and its validity, thirty (30) days from issue unless stated otherwise. Where assessing the need requires in-depth analysis, a preliminary study may be offered and invoiced.
The Contract is formed when the Provider receives the Quote dated and signed by the Customer, by hand or electronically. Work starts once any deposit is received and the necessary items have been supplied.
Any change to scope, price or lead times requires an additional Quote or an amendment accepted in writing before it is carried out; informal exchanges (emails, messages, meetings) do not amend the Contract.
5. Provider’s obligations
The Provider performs the Services diligently and professionally, in accordance with good practice. Unless the Quote states otherwise, it owes an obligation of means. Where written specifications have been validated, it delivers Deliverables that conform to them, as established by acceptance testing (article 8).
It informs and advises the Customer, within the limits of its skills and the information supplied, on useful technical choices, constraints and risks; the Customer remains solely responsible for functional, technical, legal and budgetary decisions.
The Provider organises its work freely. Unless the Quote states otherwise, Services are performed remotely. It answers written requests within five (5) Business days; it provides neither telephone cover nor end-user support.
It uses its own resources, including version control, collaboration and development-assistance tools, among them artificial intelligence tools. It submits no confidential information or personal data of the Customer to tools whose terms allow their publisher to reuse it, notably to train models; the Customer may object in writing to a given tool.
The Provider gives no guarantee of results regarding search ranking, traffic, turnover or the Customer’s commercial performance.
6. Customer’s obligations and cooperation
The Customer cooperates actively and in good faith: it states its needs fully and precisely, appoints a contact with decision-making power, provides on time the information, content, access and approvals required, and takes part in follow-up meetings and acceptance testing.
It warrants that it holds the rights and permissions on the content, trademarks and data it supplies, and that they are lawful. It remains solely responsible for published content, the choices it has approved and compliance with the rules applicable to its business (legal notices, terms, data protection, trackers, consumer law, accessibility), unless the Quote expressly entrusts this to the Provider.
Subscriptions and accounts with third parties (hosting, domain name, licences, API accounts) are taken out in the Customer’s name; the Customer remains the holder and bears the cost.
The Customer keeps a backup copy of its data and makes a full backup before any intervention on a production environment. From acceptance, and without a recurring services contract, it alone handles security updates, subscription renewals and monitoring of the Deliverables.
Any Customer delay automatically postpones lead times by at least as long and may lead to invoicing of the resulting extra work, after prior notice; work resumes according to the Provider’s schedule.
7. Lead times
Lead times in the Quote are indicative unless expressly stated to be binding. They run from the latest of: formation of the Contract, receipt of the deposit, receipt of the necessary items. Exceeding an indicative lead time can justify termination or damages only where the Provider’s delay persists more than thirty (30) days after a formal notice left without effect.
8. Acceptance and validation of Deliverables
For projects of some size, an acceptance test plan is drawn up from the specification phase and frames the scope to be validated. Deliverables are delivered in a pre-production (or acceptance) environment where their nature allows.
From delivery of each Deliverable, the Customer has ten (10) Business days to check it and notify in writing, precisely and with reasons, any non-conformity with the specifications (“defects”). The Provider fixes reproducible defects attributable to it within a reasonable time, then resubmits the Deliverable for a new check limited to the points fixed.
Acceptance is given by signing a report, with or without reservations; reservations on minor defects that do not prevent use of the Deliverable do not prevent acceptance. If no defect is notified within ten (10) Business days, or if the Deliverable is used for purposes other than testing, acceptance is deemed given without reservation.
The Customer’s final validation triggers payment of the balance and go-live. Change requests and requests outside the validated specifications are not defects: they require an additional Quote or an amendment.
9. Warranty
Acceptance without reservation constitutes acceptance of the Deliverables; apparent defects not reported at acceptance can no longer be invoked. Minor reservations are lifted within fifteen (15) Business days.
The Provider grants no contractual warranty beyond acceptance and the lifting of reservations; later fixes and adaptations come under a recurring services contract or a Quote, without prejudice to mandatory statutory provisions.
The Provider is not responsible for malfunctions resulting from modification of the Deliverables by the Customer or a third party, non-compliant use, changes in the technical environment (content management system, extension, language, server, browser, office software, third-party API), a failure of hosting or of a third-party component, a cyberattack not attributable to the Provider, missing security updates or erroneous data supplied by the Customer.
10. Invoicing modes and prices
Prices are in euros, excluding tax; VAT not applicable, article 293 B of the French General Tax Code, and firm for the validity period of the Quote. If the Provider ceases to benefit from the VAT exemption, prices are increased by VAT at the rate in force from the date it becomes due, and the Customer is informed in writing.
| Mode | Principle |
|---|---|
| Fixed price | Overall price for a defined scope. Unless stated otherwise, for an estimated duration under one month: 50% at Order (deposit), balance at acceptance; beyond that: 30% at Order (deposit), 40% on delivery for acceptance, 30% at acceptance. Any work outside scope requires an additional Quote. |
| Time and materials | Invoiced by time spent at the daily or hourly rate in the Quote (seven-hour day, indivisible half-day; indivisible quarter-hour). Monthly activity statement, deemed accepted without reasoned objection within five (5) Business days; monthly invoicing in arrears. The volume stated is an estimate; the Customer is informed at 80% consumption. |
| Hour credit | Payable in full at Order, deducted in quarter-hours with a minimum of thirty (30) minutes per intervention, valid for twelve (12) months; hours not used by expiry are lost, without refund. |
| One-off intervention | Invoiced by time spent, minimum one (1) hour, subject to the Provider’s availability; no guaranteed response time. |
| Recurring services | Periodic fee invoiced in advance; term, renewal and revision governed by the recurring services contract. |
Travel costs and costs incurred on the Customer’s behalf (licences, themes, extensions, domain names, hosting, API credits) are re-invoiced at actual cost, on proof, with the Customer’s prior agreement. The Provider works across France, remotely; travel is possible on request within a reasonable area, the costs incurred being borne by the Customer. Travel time is invoiced at the rate in the Quote, except for a fixed price where it is included.
11. Invoicing and payment
Invoices for deposits, hour credits and recurring services are payable on receipt; others within thirty (30) days of the invoice date. No discount is granted for early payment.
Sums paid at Order are a deposit, not earnest money (arrhes): paying them definitively binds the Parties. The deposit is deducted from the price and is refunded only in the cases of article 17.
Payment is made by bank transfer or another means stated in the Quote. Invoices are issued in accordance with the regulations in force, including on electronic invoicing; the Customer provides its SIREN number and billing address. Any invoice dispute must be reasoned and notified in writing within fifteen (15) days; the undisputed part remains payable. The Customer may not set off sums unilaterally.
12. Late payment
Any sum unpaid at its due date automatically incurs, without reminder, late-payment interest at three times the legal interest rate from the day after the due date, and a fixed recovery indemnity of €40 per invoice (articles L. 441-10 and D. 441-5 of the French Commercial Code), without prejudice to further compensation on proof.
Fifteen (15) days after a formal notice left without effect, the Provider may suspend ongoing Services until full payment, lead times being extended accordingly. Non-payment of one instalment makes all sums due immediately payable. Until full payment, the Provider may withhold source code and Deliverables not yet handed over; it never withholds access to accounts, domain names and data held by the Customer.
13. Intellectual property
The Provider remains the owner of pre-existing elements (tools, libraries, components, methods, know-how); where they are built into the Deliverables, it grants the Customer, from full payment, a non-exclusive worldwide licence, for the legal term of protection, to use, reproduce and modify them solely as needed to operate the Deliverables.
Third-party components remain governed by their own licences, which the Customer undertakes to respect; their cost is borne by the Customer. The Provider integrates no component whose licence would require publishing the source code of the developments without the Customer’s written agreement.
Subject to full payment, the regime for bespoke developments is set out in the Quote: exclusive assignment of economic rights (reproduction, representation, adaptation, marketing; worldwide, for the legal term of protection; price included in that of the Services), or a non-exclusive licence to use and modify. Until full payment, the Customer has only a right of use limited to acceptance testing. Source code is handed over on payment of the balance.
Parts of the Deliverables may have been produced with automated tools, including artificial intelligence, and their copyright protection may be uncertain; the Provider warrants having checked them and not knowingly reproduced any third-party protected work. It remains free to use its know-how and may perform similar services for other customers, subject to confidentiality.
14. Confidentiality
Each Party keeps strictly confidential all information (technical, commercial, financial, data, access credentials) communicated by the other, uses it only to perform the Contract and discloses it only to those who need to know it and are bound by an equivalent obligation. This applies during the Contract and for two (2) years after its end. It does not apply to information that enters the public domain without the receiving Party’s fault, was already known to it, was lawfully received from a third party, was independently developed, or must be disclosed by law or by an authority.
15. Personal data
Each Party complies with the applicable rules, notably Regulation (EU) 2016/679 (GDPR) and French law no. 78-17 of 6 January 1978 as amended. Where the Services involve processing personal data on the Customer’s behalf, the Provider acts as processor within the meaning of article 28 GDPR and the Parties enter into a data processing agreement attached to the Quote or the specific contract. The Provider processes, as controller, the data of the Customer’s contacts to manage the commercial relationship, as described in its privacy policy. The Customer, as controller of the processing carried out through the Deliverables, ensures its compliance unless the Provider is expressly entrusted with it.
16. Liability and insurance
The Provider is liable only for direct and foreseeable damage resulting from a proven breach of its obligations. It is not liable for indirect damage (loss of turnover, customers, image or opportunity), for data loss where the Customer has not made the backups it is responsible for, for failures of third-party services (hosts, registrars, publishers, API providers, payment providers) or for content supplied by the Customer.
Its total liability under the Contract is limited to the amount, excluding tax, actually paid by the Customer under the relevant Quote and, for recurring services, to sums paid in the twelve (12) months before the triggering event. These limits do not apply to gross negligence, wilful misconduct or personal injury. Any liability claim is time-barred one (1) year after the Customer knew or should have known the facts.
Professional liability insurance: policy being taken out, policy number provided as soon as it is issued. A certificate is provided to the Customer on request, once issued.
17. Cancellation, termination and refunds
Fixed price (Customer’s right to withdraw). The Customer may give up a fixed-price Order before the Services are complete, by written notice, subject to payment for the Services performed (valued by milestone progress or, failing that, time spent within the fixed price), non-recoverable costs incurred and a withdrawal indemnity equal to twenty percent (20%) of the price, excluding tax, of the Services still to be performed; the total may not be lower than the deposit, which the Provider keeps.
Other modes. In time and materials, the Customer may terminate with one (1) month’s notice, Services during the notice remaining due; an Hour credit may be terminated at any time without refund of unused hours; recurring services follow the recurring services contract. The Provider may end a time-and-materials Contract with one (1) month’s notice and, for other modes, for a legitimate reason (lasting unavailability, cessation of activity, legal or contractual impediment) with fifteen (15) days’ notice; it then hands over the work done and refunds sums received for Services not performed.
Breach. In case of serious breach not remedied within thirty (30) days (fifteen (15) days for non-payment) of a formal notice referring to this clause, the other Party may terminate the Contract automatically, without prejudice to damages.
Lack of cooperation. If the Customer fails to provide the items, access or approvals it owes for more than thirty (30) days after a written reminder, the Provider may suspend the Services; beyond sixty (60) days, it may terminate, with the effects of a termination for convenience by the Customer.
Provider’s unavailability. The Contract is entered into in consideration of the Provider as a person. In case of illness, accident or any other cause beyond its control, lead times are suspended; beyond thirty (30) days, either Party may terminate without indemnity. The Provider’s death ends the Contract automatically.
Effects and refunds. On termination, Services performed and costs incurred are invoiced and payable within thirty (30) days; the Provider hands over the completed and paid Deliverables within fifteen (15) days, returns the access and data it holds and deletes its copies within thirty (30) days, subject to legal retention duties. Refunded are sums paid by mistake or twice, and sums received for Services not performed where the Contract ends because of the Provider’s breach, its termination for a legitimate reason, its unavailability or force majeure. Not refunded are the deposit and sums due on termination by the Customer or for the Customer’s breach, unused hours of an expired or Customer-terminated Hour credit, fees for elapsed periods and non-recoverable costs. Refunds are made within thirty (30) days and give rise to a credit note; an issued invoice is never deleted.
18. Force majeure
Neither Party is liable for failing to perform in case of force majeure within the meaning of article 1218 of the French Civil Code. The affected Party informs the other without delay and performance is suspended during the impediment; beyond sixty (60) days, either Party may terminate by written notice, without indemnity. Force majeure does not release the Customer from paying sums due.
19. Independence, subcontracting and references
The Parties act independently: nothing creates a relationship of subordination, employment, agency, partnership or company, and no exclusivity clause binds the Provider. The Provider may subcontract part of the Services only with the Customer’s written agreement, remaining liable for their performance. The Customer may not assign the Contract without the Provider’s written agreement; the Customer consents to the Provider assigning the Contract to any company it creates or controls to continue its activity, or to the buyer of its business, the Customer then being able to terminate without indemnity, within thirty (30) days, Services not yet performed.
Where the Contract value reaches five thousand (5,000) euros excluding tax, the Provider hands the Customer the documents provided for by article D. 8222-5 of the French Labour Code. Unless the Customer objects in writing, the Provider may mention its name and a general, non-confidential description of the Services as a commercial reference; use of its logo requires express authorisation.
20. General provisions
The Contract is the entire agreement of the Parties. If a provision is held void, the others remain applicable; not exercising a right is not a waiver. Notices are given by registered letter with acknowledgement of receipt or by email with acknowledgement. The Parties give electronic writing and signature the same evidential value as paper (articles 1366 and 1367 of the French Civil Code). The Provider may amend the Terms; the version applicable is the one in force when the Contract is formed. Article 1195 of the French Civil Code (unforeseeable change of circumstances) applies. The Contract is written in French, which prevails over any translation.
21. Small businesses (article L. 221-3 of the French Consumer Code)
Where the Customer employs five (5) employees or fewer, the Contract is concluded away from the Provider’s premises and its purpose is outside the Customer’s main business, the Provider gives it before conclusion the information required by articles L. 111-1 and L. 221-5 of the French Consumer Code and hands it a dated copy of the Contract with the standard withdrawal form. The Customer has fourteen (14) days from conclusion to withdraw without giving a reason; no payment may be received before seven (7) days have elapsed. If the Customer asks for work to start before the withdrawal period ends, it pays, on withdrawing, an amount proportional to the Services supplied, and loses the right once the Services are fully performed with its express agreement. Refunds are made within fourteen (14) days of the decision to withdraw.
22. Consumer mediation
The Services are aimed at professionals. Where the Customer nevertheless benefits from consumer-law protection, it may use the consumer mediator free of charge: CM2C, 49 rue de Ponthieu, 75008 Paris, France, website www.cm2c.net (the file can be submitted directly online), phone +33 1 89 47 00 14.
23. Governing law and dispute resolution
The Contract is governed by French law. In case of dispute, the Parties try to settle it amicably within thirty (30) days of written notice by the more diligent Party; recovery of unpaid debts is not subject to this amicable phase. Failing agreement, the dispute is brought before the courts of Villeurbanne, to which the Parties grant exclusive jurisdiction, notwithstanding multiple defendants or third-party proceedings, subject to mandatory rules of jurisdiction.
Last updated
18 October 2026