The purpose of these General Terms and Conditions of Sale is to define the terms and conditions under which SYRAM, a limited liability company, whose registered office is located at 72 Route de la croix Hepich 57100 Thionville France, registered in the Trade and Companies Register of Thionville under the number 919 447 300, (hereinafter referred to as "SYRAM"), is entitled to sell its products.-after "SYRAM" or "Provider"), provides the Customer with the SYRAM Solution and associated Services, in accordance with the pricing conditions defined in Article 10 hereof (hereinafter the General Sales Conditions).

The present General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis of the commercial relationship between the Parties. They apply without restriction or reservation to all contracts concluded between the Parties, regardless of the clauses that may appear on the Customer's documents, and in particular its general purchasing conditions. In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any customer who requests them, to enable them to place an order with SYRAM. Any order for Services implies acceptance by the Customer of these General Terms and Conditions of Sale. The The information contained in SYRAM's catalogs, prospectuses and price lists is given for information only and is subject to revision. SYRAM is entitled to make any changes it deems necessary. In accordance with the regulations in force, SYRAM reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by drawing up Special Terms and Conditions of Sale and the Commercial and Technical Proposal.

ARTICLE 1 - PREAMBLE

The Services offered by SYRAM are designed to satisfy the needs of the largest number of Customers.

Consequently, the drawing up of specifications or an expression of needs is the sole responsibility of the Customer. Such a document can only be taken into account after express validation by SYRAM, which takes place prior to the signature of the present contract and is appended to the Commercial and Technical Proposal. Failing this, the document will be deemed non-existent.

Similarly, it is the Customer's responsibility to ensure that the Service is suited to its own needs, in particular on the basis of the information provided in the documentation and/or the commercial proposal that it has been given, which it acknowledges having read. If SYRAM is not asked for further details and/or an additional demonstration of the Services prior to signing the present contract, the Customer acknowledges that it has been sufficiently informed.

ARTICLE 2 - DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• Anomaly malfunction: means a reproducible and documented malfunction by the Customer of all or part of the SYRAM Solution, resulting in the operation of the SYRAM Solution not in compliance with its Technical Specifications.
• Blocking Anomaly Anomaly: means any Anomaly that makes it impossible to operate and/or execute the SYRAM Solution or one of its main functionalities.
• Non-blocking anomaly means any Anomaly that (i) interrupts or prevents the proper operation of the SYRAM Solution without such interruption being significant, or (ii) produces results significantly different from those described in the Technical Specifications, without such Anomaly rising to the level of a Blocking Anomaly, or (iii) disables one or more non-essential functions of the SYRAM Solution.
• Special Conditions of Sale Agreement: refers to the document signed by the Parties, the purpose of which is to order a customized solution from the Customer. It includes the identity of the Customer and the specific conditions applicable to the SYRAM Solution and the Services ordered by the Customer.
• Contract means the contractual package, comprising in decreasing order of prevalence the "Special Sales Conditions", SYRAM's general sales conditions and SYRAM's Commercial Proposal. 
• All clarifications and additions made by SYRAM to the subject matter of the Contract, and brought to the attention of the Customer by any means, unless they were expressly contradicted by the Customer before the Contract was signed, shall be considered accepted by the Customer and shall form an integral part thereof.
• Technical RequirementsTechnical Requirements: refers to the list of equipment and devices (in particular telecommunications, telecoms links, routers) recommended by SYRAM and which must be implemented and respected by the Customer in order to access the IT Resources and use the Service. The User Workstation must comply with the Technical Requirements.
• Customer Portal The web services portal that SYRAM makes available to its clients. 
• Workstation Users Hardware: refers to the computer equipment installed at the Customer's premises allowing him to access the Computer Resources as well as the consulting service.
• Implementation Services IOT: refers to the implementation services concerning the IOT (analysis, configuration, training) offered by SYRAM and subscribed by the Customer.
• Consulting services means the consulting/training services defined in the Special Conditions of Sale
• The Interface SYRAM's IOT : means together the IOT of SYRAM
• IOT SYRAMIOT: means a standard IOT and its documentation (if applicable, online documentation), of which SYRAM is the author, integrated into the Service because it is hosted on the IT resources and can be used remotely by the Customer.
• GOOGE CLOUD PLATFORM or AWS Layer: refers to the set of layers, developed by a publisher other than SYRAM and for which SYRAM has a right of use, integrated into the Service as hosted on the IT resources and usable remotely by the Customer.
• Commercial and Technical Proposal means the commercial and technical proposal issued by SYRAM, describing in particular the Technical Specifications of the SYRAM Solution and the services that
• SYRAM proposes to provide the Customer, according to the latter's needs
• Service : means an indivisible set of either Consulting Services or the granting of the right to use the Interface, the Support and the operating services of the Interface hosted on the IT Resources.
• SYRAM Solution means the technical solution, developed and marketed by SYRAM.
• Technical Specifications Technical and Functional Specifications: means the technical and functional specifications of the SYRAM Solution as described in the Commercial and Technical Proposal.
• Computer resources : refers to the hardware and computer systems (data processing server, operating systems, data management and access programs, backup and security devices) required for the use and operation of the Service made available to the Client by SYRAM.
• Support Support: refers to the assistance and maintenance of the Interface as well as the support to the operation.
• Users Customer: means the Customer and/or its personnel who are authorized to access or may access the Service for internal use.

These definitions are capitalized and are understood to be singular or plural.

ARTICLE 3 - ACCEPTANCE

The Customer is deemed to have read these general terms and conditions of sale and to have duly accepted them, either after the Technical Requirements have been requested, or in the absence of such a request, because of the possibility of permanently consulting the said documents electronically on the SYRAM website (www.syram.eu ). 

The use of the SYRAM Solution is subject to the Customer's express and unreserved acceptance of the general terms of sale. The signing of the commercial and technical proposal or the online order by the Customer implies the Customer's express and unreserved acceptance of the general terms and conditions of sale in force on the day of the online order or the signing of the Commercial and Technical Proposal by the Customer and its commitment to respect its content. The Customer acknowledges having read the general sales conditions and having fully understood their terms, prior to signing the Special Sales Conditions if applicable. The Customer declares that he/she is entering into the Contract in his/her name and on his/her behalf and for his/her professional needs. 

Any changes to the order requested by the Customer will only be taken into account, within the limits of SYRAM's possibilities, if they are notified in writing at least 15 days before the date of the order.

the date scheduled for the provision of the Services ordered, and formalized by way of a rider.

If the Customer cancels the order after it has been accepted by SYRAM less than 15 days before the date on which the Services are to be provided, for any reason whatsoever other than force majeure, the deposit paid at the time of the order will be automatically acquired by SYRAM and may not give rise to any reimbursement.

ARTICLE 4 - PURPOSE OF THE SERVICES

SYRAM undertakes to provide the Customer, under the general conditions defined below and the Special Conditions of Sale, with the Services if applicable.

PROVISION OF CONSULTING SERVICES

ARTICLE 5 - CONSULTING SERVICES

SYRAM shall, to the best of its ability, perform the Consulting Services in accordance with the specifications contained in the Special Conditions of Sale.

The Consulting Services constitute an obligation of means for SYRAM.

PROVISIONS FOR COMPUTER SERVICES

ARTICLE 6 - GRANTING OF RIGHTS TO USE THE INTERFACE - COMPUTER SERVICE

6.1. The Interface accessible under the Service remains the property of its author. Consequently, the Customer acquires, by virtue of the Contract, only a personal, non-exclusive, non-assignable and non-transferable right to use the Solutions and the Interface which are the subject of the Commercial and Technical Proposal.

The Customer acknowledges and accepts that all rights, titles and interests relating to the SYRAM Solution, SYRAM names and logos, including the associated Intellectual Property Rights, are and shall remain the exclusive property of SYRAM or of third parties having authorized SYRAM to exploit them. The Contract does not grant the Customer any right or interest in the SYRAM Solution, SYRAM names and/or logos, but only a limited right to access and use the SYRAM Solution under the conditions defined below.

This concession is granted to the Customer in consideration of payment for the Service and for the entire duration of the Service. SYRAM reserves the right to correct any anomalies in SYRAM IOTs.

6.2. Within the framework of the concession of rights granted to the Customer by SYRAM, the Customer undertakes not to directly or indirectly infringe the author's property rights and in particular :

• undertakes to use them only in accordance with their intended purpose, i.e. in accordance with their associated documentation and for the sole purpose of its activity;
• is prohibited from making them available to third parties, directly or indirectly, in any capacity whatsoever, in any form and for any reason whatsoever, whether free of charge or against payment, without the prior, express and written authorization of SYRAM;
• undertakes not to disclose the content nor to transfer in any capacity whatsoever, its right to use, decompile or disassemble the SYRAM Solution. 
• create derivative works from the SYRAM Solution, adapt it, modify it, translate it, or make modifications to it in whole or in part, or allow the association or incorporation of all or part of one or more of its elements into other works.
• rent, under-license, sell, loan or transfer the SYRAM Solution to any third party or allow any third party to access and use the SYRAM Solution, in whole or in part, without the prior written consent of SYRAM.
• undertakes to ensure that its personnel comply with these provisions.

ARTICLE 7 - TECHNICAL PROVISIONS RELATING TO THE COMPUTER SERVICE

7.1. INTERFACE INSTALLATION 

The Interface is configured by SYRAM to give the Customer access to the solution via its own IT and telecommunications resources. Once this configuration is complete, SYRAM will provide the Customer with the access codes for the solution. SYRAM cannot be held responsible for poor WIFI or GSM coverage at the Customer's premises;

7.2. ADMINISTRATION AND SUPERVISION OF IT RESOURCES 

The services provided are :

• Installation, maintenance and upgrades of operating systems and database management systems.
• definition of service continuity procedures.

7.3. UPDATE OF THE SYRAM IOT

SYRAM will directly install updates according to the terms and conditions defined in the Support provisions.

7.4. NETWORK ADMINISTRATION 

The connection to the Customer's remote network, the WAN infrastructure (Wide Area

Network) and LAN (Local Area Network) are outside the scope of SYRAM's intervention and remain the responsibility of the Customer.

7.5. INTERFACE AND DATA SECURITY 

SYRAM will implement the necessary measures to allow access to the Interface and to the Customer's data only to authorized persons of SYRAM and only to persons authorized by the Customer.

SYRAM will ensure a complete watertightness between the Interface and the data of the Customer and the Interfaces and the data of other Customers.

7.6. SECURITY OF DATA TRANSFERS 

SYRAM will apply the known security rules for data transfers to the outside world. 

ARTICLE 8 - SERVICE AND SUPPORT

8.1. Corrective Maintenance

During the term of the Contract, SYRAM will provide corrective maintenance of the SYRAM Solution and will use its best efforts to ensure the proper functioning of the SYRAM Solution.

In the event that the Customer discovers an Anomaly, the Customer must promptly notify SYRAM by email at the following address:([email protected]) In order to be processed, the Anomaly must be

described by the Customer in a precise and documented manner.

SYRAM will then make its best efforts to correct the Anomalies in accordance with the response times below.-after defined :

(i) In the event of a Blocking Anomaly, SYRAM will endeavour to deal with the Blocking Anomaly within three (3) Working Days of its notification by the Customer;

(ii) In the event of a Non-Blocking Anomaly, SYRAM will endeavor to process the Non-Blocking Anomaly within seven (7) Business Days of its notification by the Customer.

The method of dealing with the Anomaly shall be at SYRAM's discretion and may take the form of a program correction, the provision of a workaround or any other means of preventing the reproduction of the Anomaly concerned

Without prejudice to any other provision of the Agreement, SYRAM shall be released by operation of law from any obligation and liability under the Maintenance in the following cases:

(i) in the event that the Customer fails to comply with its obligation to cooperate, as defined in Article 9 below-or its payment obligation, as defined in Section 10 hereof.-after, 

(ii) in the event that the Defect is the result of misuse.

8.2. Benefits not covered

The following benefits are not covered by the Service:

• work and interventions concerning the User Workstation and the Customer's infrastructure (telecommunications, networks, security equipment) allowing the Customer to access and connect to the IT Resources,
• solving problems caused by error or mishandling by Users not in accordance with the rules of use,
• all services on the Customer's site,
• connection of the remote network.

ARTICLE 9 - SERVICE IMPLEMENTATION SERVICES

9.1. The Service Implementation Services selected by the Customer and mentioned in the Commercial and Technical Proposal will be performed by SYRAM in accordance with the Special Conditions of Sale, as part of its obligation of means. 

The Customer must take all necessary measures to protect its computer equipment, in particular with regard to protection against viruses, worms and other hostile intrusion processes. Furthermore, the Customer undertakes to give SYRAM free access to all

information deemed necessary by SYRAM to provide the Implementation Services.

9.2. The Services requested by the Customer will be provided within a period of time specified in the Special Conditions of Sale. 

This period is not a strict deadline and the Provider shall not be liable to the Customer for any delay in the provision of the Services not exceeding 1 month. In case of delay exceeding 1 month, the Customer may request the termination of the sale. Any advance payments already made will then be returned by SYRAM. 

SYRAM cannot be held liable in the event of delay or suspension of the supply of the service attributable to the Customer, or in the event of force majeure.

PROVISIONS APPLICABLE TO ALL BENEFITS

ARTICLE 10 - CUSTOMER COOPERATION

10.1. For the proper performance of the Contract, the Customer undertakes to cooperate actively with SYRAM. In this respect, the Customer undertakes to spontaneously communicate all events, information or documents that may be useful for the proper use of the SYRAM Solution or for the proper performance of the Consulting Services, and

more generally, the proper performance of the Contract. The Customer also undertakes to keep SYRAM regularly informed of any element relevant to the proper use of the SYRAM Solution.

10.2. For the purposes of implementing and executing the Contract, the Customer undertakes to provide SYRAM in writing with the name and contact details of a privileged contact person in its company with whom SYRAM may confer. This contact person will be SYRAM's reference user and will be the only person authorized to report any anomalies or requests to SYRAM. He/she will also act as the Customer's internal reference for the SYRAM solution in order to answer questions from the Customer's users. In the event of a change in the preferred contact person during the performance of the Contract, the Customer will immediately appoint a new preferred contact person for its company and will inform SYRAM at the same time. It is the Customer's responsibility to inform SYRAM of any difficulties of which it may have knowledge or which its knowledge of its field of activity enables it to foresee, as and when the Services are performed. Furthermore, the Customer undertakes to maintain sufficiently competent, qualified and trained Users throughout the performance of the present contract. 

10.3. The Customer undertakes to inform SYRAM immediately of any change in its activity that could compromise and/or prevent the use of the SYRAM Solution and/or the proper performance of the Contract. In the event that the Customer ceases its activity or any other event occurs that may compromise, in whole or in part, temporarily or permanently, the use of the SYRAM Solution and/or the performance of the Contract, SYRAM reserves the right to terminate the Contract, to the detriment of the Customer, under the conditions of Article 13 below.-after.

ARTICLE 11 - FINANCIAL PROVISIONS

11.1. The prices of the ordered elements are indicated in Euros excluding taxes and are included in the Special Conditions of Sale if applicable.

11.2. The Service will be invoiced according to the periodicity fixed in the Special Conditions of Sale.

11.3. Upon signature of the Contract, the Customer shall pay SYRAM a deposit of 30 % of the total amount of the Services. The balance of the Services will be invoiced in accordance with the Special Conditions of Sale.

11.4. SYRAM's invoices, excluding the Service, will be paid by the Customer within 30 days of the invoice date.

11.5. After the due date, a penalty for late payment calculated on the basis of an interest rate set at 10% will be payable by SYRAM without the sole fact of exceeding the deadlines.

Furthermore, SYRAM reserves the right, 15 days after sending a formal notice to pay referring to the present clause, by registered letter with acknowledgement of receipt, which has remained partially or totally ineffective, to suspend its services until full payment of the sums due and, where applicable, to terminate the current Contract with immediate effect. All unpaid fees, following a bank rejection of a payment by the Customer, will remain the financial responsibility of the latter. Furthermore, failure by the Customer to pay an invoice that has reached its due date will allow SYRAM to demand payment of all other invoices, including those that have not yet reached their due date.

11.6. Once a year SYRAM reserves the right to increase the subscription fee for the Service. This increase can only be applied after the initial commitment period stipulated in the contract.

ARTICLE 12 - DURATION OF SERVICE

The Service is concluded for the duration fixed in the Special Conditions of Sale. Contracts involving annual subscriptions are subject to renewal

tacitly, unless previously terminated 3 months before the end of the contract. 

Termination of the subscription contract must be made by notification sent by registered letter with acknowledgement of receipt to SYRAM three (3) months before the date of expiry of the Contract. 

SYRAM is obliged in all the following cases, namely normal expiry of the Contract and/or termination of the Contract:

- to proceed with the total physical destruction of all the Customer's data, SYRAM undertaking to ensure that no data specific to the Customer, in particular hosted data, is kept by itself at the end of the Contract, whatever the cause. The Customer is hereby informed and accepts that this destruction will take place automatically within 6 months of the end of the Contract.

ARTICLE 13 - TERMINATION FOR BREACH OF CONTRACT 

In the event of serious or repeated failure by a Party to comply with any of its contractual obligations, and in particular concerning failure to pay for the Services, the other Party may terminate the Contract, by operation of law and without judicial formality, after formal notice has been given to the defaulting Party by registered letter with acknowledgement of receipt, which has remained partially or totally unfruitful

for a period of thirty (30) working days. The termination will take effect at the end of the period specified in the formal notice and will be without prejudice to any damages-interests to which the injured Party may be entitled.

SECTION 14 - NON-USE OF CUSTOMER DATA

In all circumstances, the Customer remains the owner of its data. SYRAM undertakes not to modify, use, disclose, assign or transfer to a third party, in whole or in part, whether in return for payment or free of charge, any Customer data that may have been communicated to it by the Customer during the performance of the present contract. However, SYRAM's commitment not to use the Customer's data does not apply to operations necessary for SYRAM to draw up its invoices and usage statistics and to provide any explanation concerning the performance of the Service.

ARTICLE 15 - RESPONSIBILITIES

15.1. In accordance with the rules of practice in its profession, SYRAM, which undertakes to take all possible care in the performance of its obligations, is subject to an obligation of means.

SYRAM guarantees that the Interface complies with its documentation. SYRAM does not guarantee that the Service is free of

SYRAM does not guarantee the quality of the Service or the performance of any of its functions, but undertakes exclusively to remedy, with all reasonable diligence, any anomalies in the Interface that are found in relation to their documentation. SYRAM does not guarantee the ability of the Service to achieve the objectives that the Customer has set for itself or to carry out specific tasks that motivated its decision to computerize but that it has not previously set out in writing in an exhaustive manner and that have not been expressly validated by SYRAM under the conditions defined in the Preamble.

15.2. The Service shall be used by the Customer under its sole control, direction and responsibility.

Therefore, the Customer is responsible for

- the implementation of all useful processes and measures intended to protect its materials, the Interface, software, passwords, and to protect itself against any virus and intrusions;

- Respecting the Technical Requirements (present and future) in order to avoid damaging consequences such as slowdowns, blockages, data alterations;

- the choice of the access provider or the telecommunication support, the Customer having to take care of the administrative requests and to contract the

necessary subscriptions for which he will bear the cost;

- errors committed by its personnel in the use of the Service and the procedures that allow it to connect to the Computer Facilities and to carry out the processes implementing the Interface. 

15.3. SYRAM will not be held responsible for the nature or content of the Customer's information or data and the use made of it. Similarly, SYRAM will not be held responsible for the quality and transmission of data when it is transmitted via telecommunications networks and more generally for the quality and reliability of telecommunications links between the Customer's workstations and the IT resources.

15.4. SYRAM will only be liable for direct and foreseeable material damage resulting from a breach of its contractual obligations. In the event that SYRAM is held liable, the overall and cumulative compensation to which the Customer may be entitled, for all causes combined, will be limited to the maximum amount invoiced to the Customer by SYRAM during the last three (3) months prior to the event giving rise to SYRAM's liability. The Parties acknowledge that the price of the Service reflects the distribution of

risks arising from the Agreement, as well as the economic balance intended by the Parties, and that the Service would not have been entered into without the limitations of liability set forth herein.

15.5. Under no circumstances shall SYRAM be held liable either to the Customer or to third parties for any immaterial or indirect damage, foreseeable or unforeseeable, such as operating loss, loss of profit or image or any other financial loss resulting from the use or inability to use the Service by the Customer, as well as any loss or deterioration of information for which SYRAM cannot be held liable. Any damage suffered by a third party is indirect damage and does not give rise to compensation.

ARTICLE 16 - REVIEW

These General Terms and Conditions of Sale expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all operations of Provision of Services by the Provider to the Customer. The Service Provider and the Customer hereby waive the right to invoke the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to perform their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their

In the event that the implementation of the project proves to be excessively onerous, and to bear all the economic and financial consequences thereof.

However, if the change of unforeseeable circumstances at the time of the conclusion of the contract was definitive or lasted beyond 6 months, the present contract would be purely and simply cancelled according to the methods defined in article 13 of the present General Conditions of Sale.  

ARTICLE 17 - FORCED PERFORMANCE IN KIND

Notwithstanding the provisions of Article 1221 of the Civil Code, the Parties agree that in the event of a default by either Party on its obligations, the Party suffering the default shall not be entitled to seek enforcement thereof.

The defaulting Party may, in case of non-performance of any of the obligations incumbent on the other Party, request the termination of the contract according to the terms and conditions defined in Article 12 of these General Terms and Conditions of Sale. 

ARTICLE 18 - FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations as described herein is due to a case of force majeure, as defined in Article 1218 of the Civil Code.

The Party noting the event shall immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act. If the impediment is definitive, the present contract shall be purely and simply terminated in accordance with the terms and conditions defined in Article 12 of these General Terms and Conditions of Sale.

ARTICLE 19 - CONFIDENTIALITY

All information exchanged between the Parties or of which they would have knowledge during the execution of the Contract (in particular the Customer's data), whatever their medium, shall be considered

as confidential ("Confidential Information").

Each Party agrees to protect the Confidential Information and not to disclose it to third parties without the prior written consent of the other Party.

Each Party shall be released from its confidentiality obligations with respect to all information (i) that was in the possession of such Party prior to its disclosure by the other Party without such possession resulting directly or indirectly from the unauthorized disclosure of such information by a third party (ii) which is in the public domain on the date of acceptance of the Agreement or which would fall into the public domain after that date through no fault of that Party's breach of its confidentiality obligations under the Agreement, (iii) which was independently developed by that Party, or (iv) the disclosure of which is required by law or by a competent judicial or administrative authority or is necessary in connection with legal proceedings.

The Parties undertake to comply with the obligations resulting from this Article for the entire duration of the Contract and for 5 years following its termination.

ARTICLE 20 - NON-SOLICITATION OF PERSONNEL

The Client undertakes not to recruit or cause to be recruited, directly or indirectly, any member of SYRAM's staff, except by mutual and prior written agreement.

This prohibition applies for the duration of the contract and for a period of twenty-four (24) months following the end of the contract, regardless of the reason. 

In the event of a breach of this prohibition, the Client will be required to immediately pay SYRAM, as a penalty clause, a fixed indemnity equal to twelve (12) months of the last gross monthly salary of the person requested or hired, plus all costs of recruiting a replacement.

ARTICLE 21 - ASSIGNMENT

Under no circumstances may the Contract be transferred in whole or in part, whether in return for payment or free of charge, by the Customer without SYRAM's express prior written authorization. SYRAM reserves the right to transfer the Contract without formalities. In the event of transfer, the transferee institution will be substituted for SYRAM from the date of transfer. The Customer expressly acknowledges that the transferee establishment will become its co-contractor.

ARTICLE 22 - DISPUTES

In the absence of an amicable solution, any dispute to which the present contract and the agreements resulting from it could give rise, concerning both their validity, their interpretation, their execution, their resolution, their consequences and their consequences, will be submitted to the Commercial Court of Thionville in France.

ARTICLE 23 - LANGUAGE OF THE CONTRACT - APPLICABLE LAW

The present General Conditions and the operations resulting from them are governed by French law.

They are written in French. In the event that they are translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

ARTICLE 24 - MISCELLANEOUS PROVISIONS

• The fact that one of the Parties does not avail itself of any of the obligations referred to in the Contract shall not be interpreted subsequently as a waiver of the obligation in question.
• The Customer accepts that SYRAM may, freely and without prior formality, subcontract all or part of its obligations hereunder, under its responsibility.
• The Client accepts that SYRAM, in order to correct an error, after having informed it, may make any appropriate modification, provided that this does not substantially alter the proper performance of the Contract. Should this be the case, the Parties undertake to meet in order to find a joint solution.
• If one or more of the provisions of the Agreement are held to be invalid or declared as such pursuant to a law or as a result of a final decision of a competent court, the other provisions shall retain their force and effect. The Parties shall use their best efforts to replace the invalid provisions. 
• The Customer is hereby informed that it is its responsibility to carry out the procedures, declarations and authorisation requests provided for by the laws and regulations in force concerning any processing it carries out and the data it processes using the Interface, and more particularly those provided for by the C.N.I.L. concerning the processing of personal data. You are reminded that, in accordance with the French Data Protection Act No. 78-17 of 6 January 1978, SYRAM acts as a subcontractor, on
• instructions of the Customer, who is qualified as responsible for the data processing implemented through the Interface. It is specified that the use of personal data could be made for the purpose of processing his order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable guarantees.
• In accordance with the legal provisions on the protection of personal data, and in particular Articles 39 and 40 of the Data Protection Act, the Customer has the right to access, modify, rectify and delete Personal Data concerning him. The Customer also has the right to object, for legitimate reasons, to the processing of Personal Data concerning him/her, under the conditions of article 38 of the Data Protection Act. The Customer may exercise these rights with SYRAM by sending a letter to the following address

                                         "SYRAM SARL Customer Relations Department 72 route de la croix Hepich 57100 Thionville- France "

• SYRAM undertakes to maintain professional liability insurance covering any damage that may occur in the course of performing the Service.
• The Customer may not bring any action, regardless of the nature or basis thereof, more than two years after the occurrence of the event giving rise to the claim.