Terms of Sale

Preamble

These Terms of Sale (hereinafter the "Terms of Sale") govern the contractual relationship between SYLEN SAS (hereinafter "Sylen" or the "Provider"), a simplified joint-stock company (société par actions simplifiée) with share capital of 1 500 €, registered with the Nancy Trade and Companies Register under number 999 064 215, with its registered office at 31 rue de Turique, 54000 Nancy, and any legal entity or business (hereinafter the "Customer") subscribing to Sylen's services via the website sylen.ai or the application app.sylen.ai.

01Scope and definitions

1.1 These Terms of Sale apply, without restriction or reservation, to any subscription to the Sylen services by a Customer. They supplement the Terms of Use and the Privacy Policy.

1.2 These Terms of Sale prevail over any conflicting document of the Customer, in particular its general terms of purchase, which are expressly excluded.

1.3 Definitions:

• Services: all automated telephone reception services powered by artificial intelligence, including a telephone number, an AI voice agent, an online management interface, appointment booking, call transfer, a call log and transcriptions.
• Customer Account: personal space accessible at app.sylen.ai.
• Subscription: monthly or annual commitment of the Customer to a pricing plan.
• Coshy Session: one-off automated training service for the AI agent (Article 9).
• Minute: unit used to count communication time. The duration of each call is counted to the hundredth of a minute; the total minutes used over the billing period is then rounded up to the next started minute (article 8.3).

1.4 These Terms of Sale are accessible at any time at https://sylen.ai/cgv. The Customer declares that it has read and accepted them by ticking the box provided for this purpose before confirming its order.

02Services provided

2.1 Description. Sylen markets an automated telephone answering solution based on artificial intelligence. The Services make it possible, in particular, to:

• Receive incoming calls made to the number assigned to the Customer;
• Inform the caller, as soon as the call is answered, that they are speaking with an artificial intelligence agent (AI Act compliance);
• Qualify requests and collect callers' contact details;
• Book, change or cancel appointments according to the configured calendar;
• Transfer the call to a human contact where the configuration provides for it;
• Provide a text summary and a transcription of the conversation, accessible from the customer area.

2.2 Nature of the AI. The Customer is informed that the agent's responses are generated by a conversational AI. Sylen implements reasonable means to ensure operation in accordance with the chosen configuration, without guaranteeing the complete absence of errors, inaccuracies or limitations inherent in the technologies used. Details in the AI Use Charter.

2.3 No audio recording

Sylen does not keep any audio recording of calls. Only metadata (number, timestamp, duration), the text transcription and any summaries are kept, under the conditions described in the Privacy Policy.

2.4 Plans

Sylen offers the following plans, described in detail at sylen.ai/offres:

Appointment text messages included. When the agent books, moves or cancels an appointment and the caller agrees, a confirmation text message and then a reminder text message the day before may be sent to the caller's mobile phone. These text messages are included in all plans, at no extra charge, within the limit of a reasonable use of 2 text messages per appointment. Beyond a reasonable use, sending stops until the following month, and is never billed. The text is fixed; with the Start plan, it includes the wording « Pris par l'assistante IA de [entreprise], sylen.ai » ("Booked by the AI assistant of [company], sylen.ai"), which the Pro and higher plans can remove. The Customer can disable these text messages at any time from its account (Mon agent, SMS).

Annual payment. For an annual subscription, two (2) months are free: the Customer pays for twelve (12) months of subscription at the price of ten (10), i.e. 490 € excl. VAT for Start, 1 290 € excl. VAT for Pro and 3 290 € excl. VAT for Scale, payable in advance for the year. The included minutes continue to be allocated each month.

2026 back-to-business offer. For any annual subscription taken out until November 15, 2026 at 11:59 pm (Paris time), three (3) months are free instead of two: the Customer pays for twelve (12) months at the price of nine (9), i.e. 441 € excl. VAT for Start, 1 161 € excl. VAT for Pro and 2 961 € excl. VAT for Scale. The offer applies to the first year of subscription; at each renewal, the annual subscription is billed at the annual rate then in effect. A subscription taken out after that date falls under the annual payment terms above. The discount is applied automatically at payment; it applies neither to the monthly subscription nor to renewals. It can be combined with the affiliate code and with the customer referral benefit, under the conditions of the combination rules below.

Affiliate code or link: 10% off the first year.

• A Customer whose subscription is attributed to an affiliate of Sylen's affiliate program receives a 10% discount on the price of its subscription during its first year: on its first twelve (12) monthly payments for a monthly subscription, on the price of the first year for an annual subscription. The subscription is attributed to the affiliate when the Customer enters the affiliate's personal code when subscribing, or when it arrives through the affiliate's personal link.
• The discount applies to the subscription price of the plan in effect. It does not apply to additional minutes, Coshy training sessions, other options, or renewals beyond the first year. It ends automatically upon termination.
• The code must be entered no later than the first payment. It cannot be added after subscribing. The discount is granted only once per company, identified by its SIREN number, and is not granted to a company that has already paid for a Sylen subscription, directly or through a reseller partner.
• The affiliate link attributes the subscription only with your consent: link tracking relies on a tracker (cookie) placed on your device only if you accept it on the Sylen website, and kept for ninety (90) days. If you refuse it, the link gives you the discount only if you create your account during the same visit, from the link's address; otherwise, enter the affiliate's code when subscribing. Sylen does not place any affiliate tracker without your consent.
• Examples, prices excl. VAT: monthly, Start 44,10 €, Pro 116,10 €, Scale 296,10 € per month for twelve months; annual subscribed no later than November 15, 2026, with the back-to-business offer, Start 396,90 €, Pro 1 044,90 €, Scale 2 664,90 € for the first year.
• The affiliate is an independent professional. The affiliate is neither an employee, nor an agent, nor a representative of Sylen and cannot bind Sylen. Only these Terms of Sale and the information published on sylen.ai are authoritative regarding the prices and conditions of the service.

Rules for combining discounts.

• Affiliate discount and back-to-business offer. For an annual subscription taken out no later than November 15, 2026 at 11:59 pm (Paris time), they can be combined. The discounts apply successively: the back-to-business offer on the annual price, then the affiliate discount on the price thus reduced, i.e. a total discount of 19% on the first year (Start 396,90 € instead of 490 €, Pro 1 044,90 € instead of 1 290 €, Scale 2 664,90 € instead of 3 290 €).
• Two affiliates. They cannot be combined. A subscription is attributed to only one affiliate. If you enter an affiliate code, it takes precedence over any affiliate link and any referral. In the absence of a code, the affiliate link present when you created your account, or opened your payment page, is the one that counts; a later affiliate link does not replace it.
• Affiliate discount and customer referral. You receive only one referral-type discount. A Customer who signed up through the link of a referrer who is a Sylen customer receives the referral's first month free: monthly, the first monthly payment is 0 €; annual, one month of its plan is deducted from the price of the first year. If, before its first payment, the Customer enters an affiliate code, only the affiliate discount applies, as it is the benefit most favorable to the Customer (monthly, 10% on twelve monthly payments, i.e. the equivalent of 1.2 months, versus one free month; annual, an amount at least equal). If the Customer arrived through a referrer's link and then through an affiliate's link without entering a code, the discount of whichever of the two came first applies and the other benefit is excluded.
• Other offers. Unless otherwise stated, no other discount or promotional code can be combined with the affiliate discount.

2.5 The essential characteristics of each plan (volume, features, limits, support) are specified on the website and in the order summary. In the event of a contradiction, the information displayed at the time of the order prevails.

2.6 Third-party services. Certain features rely on third-party integrations (Google, Microsoft calendars). Their operation depends on their availability. Sylen cannot be held liable for a malfunction attributable to a third-party service.

03Pricing

3.1 The Services are provided at the rates in effect shown at sylen.ai/offres at the time the order is recorded.

3.2 Prices are expressed in euros excluding VAT (excl. VAT). VAT at the applicable rate is added at invoicing.

3.3 Rates are fixed for the duration of the current subscription. Sylen reserves the right to change its rates for future periods. Any change is notified by email at least 30 days before it takes effect. The Customer may refuse the increase by terminating its subscription (Article 6), in which case the Contract ends at the end of the current period without the new pricing being applied.

3.4 Additional Coshy sessions are billed at 9,99 € excl. VAT each as a one-off purchase (Article 9).

0430-day money-back guarantee

4.1 Purpose. Sylen grants the Customer a commercial "satisfied or your money back" guarantee lasting thirty (30) days. This guarantee is a contractual commitment specific to Sylen, separate from any statutory right of withdrawal the Customer may have; it does not replace or restrict that right.

4.2 Starting point. The thirty-day period runs from the date of the first actual charge of the subscription. The activation of the agent, which requires the Customer to set up call forwarding with its telephone carrier, does not affect this starting point.

4.3 Scope of the refund

The guarantee covers:

• for a monthly subscription, the amount of the first month's subscription;
• for an annual subscription, the full annual amount paid, including when it was taken out under the back-to-business offer.

The refund is made:

• in euros, and not as a credit note or credit;
• to the payment method used when subscribing;
• within a maximum of fourteen (14) days from the request.

The subscription is terminated on the date of the request.

4.4 Beneficiaries and single use. The guarantee applies to the first subscription taken out. It applies neither to renewals nor to plan changes. It may be invoked only once per company, identified by its SIREN number.

4.5 Exclusions

The following are expressly excluded from the guarantee:

• usage beyond the plan already billed, corresponding to communication costs actually incurred;
• options and additional services subscribed separately, in particular Coshy sessions (Article 09);
• subscriptions for accounts managed and billed by a reseller partner, which are governed by the terms agreed with that partner;
• subscriptions of a Customer that has already obtained a refund under this guarantee within the last six (6) months.

4.6 Procedure. The request is made without having to give any reason, from the customer area app.sylen.ai or by email to contact@sylen.ai. No phone call or prior discussion may be required. Sylen acknowledges receipt of the request and confirms to the Customer the effective date of the termination and the date of the refund.

4.7 Abusive use. Sylen reserves the right to refuse the benefit of the guarantee in the event of manifestly abusive use, in particular repeated subscriptions followed by refund requests by the same company or from the same payment method.

4.8 Free trials opened before October 1, 2026

Sylen no longer offers a free trial since October 1, 2026. Trials opened before that date continue until they end, under the conditions announced when they were opened:

• expiry of 7 calendar days from the opening of the trial (14 days for trials opened before September 27, 2026), or
• use of the 100 minutes of calls included, whichever of these two events occurs first.

At that point, the AI agent is automatically deactivated: incoming calls are forwarded to the personal number provided by the Customer (or, failing that, an unavailability message is played). No charge is made automatically. The Customer keeps access to its account and may subscribe at any time. A reminder email is sent 48 hours before the end of the trial.

The number assigned during the trial is kept for 30 days after it ends: if the Customer subscribes within that period, it keeps the same number; after that period, the number is released and a new number is assigned. If no subscription is taken out, the call data collected during the trial (transcriptions, messages) is deleted 90 days after the end of the trial.

4.9 Relationship with the statutory right of withdrawal

The fourteen (14) day withdrawal period provided for in articles L221-18 et seq. of the French Consumer Code benefits consumers and non-professionals, as well as professionals employing no more than five employees when the contract is concluded off-premises and its purpose does not fall within the scope of their main activity (article L221-3). Where the Customer falls within one of these cases, it may exercise this right within fourteen days of the conclusion of the Contract, without having to give any reason or pay any penalty, by sending its request to contact@sylen.ai. The refund is made within fourteen days of receipt of the request.

In all cases, the guarantee in this Article 04 is more favorable to the Customer: it covers thirty days instead of fourteen and refunds the entire first month, or the year paid in the case of an annual subscription, with no deduction for actual use of the Service. The Customer therefore does not need to determine whether it is entitled to the right of withdrawal in order to obtain this refund.

05Order and formation of the contract

5.1 Process. The Customer selects its plan, chooses the billing frequency (monthly or annual), enters its information and accepts these Terms of Sale by ticking the box provided. It is redirected to the secure payment interface of Stripe Payments Europe Limited (Ireland). Before confirming, it can check the details of its order and correct any errors.

5.2 Formation of the contract. The contract (hereinafter the "Contract") is definitively formed upon receipt by Sylen of the payment, and after Sylen issues an electronic acknowledgment of receipt. Payment takes place before the Service is configured.

5.3 Refusal of order. Sylen reserves the right to refuse or cancel any order for a legitimate reason: suspected fraud, inconsistent information, payment incident, history of breach of these Terms of Sale.

5.4 Activation. The Services are activated within 24 hours after the end of the sign-up process. This period may be extended in the event of missing information, a technical incident or Force Majeure.

5.5 Unless proven otherwise, the data recorded in Sylen's information system constitutes proof of the transactions concluded with the Customer.

06Term and termination

6.1 Initial term. The Contract is concluded for an initial term corresponding to the chosen billing frequency: one (1) month for a monthly subscription, one (1) year for an annual subscription.

6.2 Automatic renewal. At the end of the initial period, the Contract is automatically renewed for successive periods of the same length, unless terminated.

6.3 Termination by the Customer

The Customer may terminate its subscription at any time, from its customer area app.sylen.ai, without having to give any reason. Termination:

• ends the automatic renewal of the Contract;
• does not cause the immediate interruption of the Service;
• takes effect at the end of the current billing period (end of the month for monthly, end of the year for annual).

During the remaining period, the Customer keeps full access to the Service. Minutes used, including overage minutes, are counted and billed normally.

6.4 No prorated refund. Except in the case provided for in Article 04 (30-day money-back guarantee) and in Article 19.3 (substantial change to these Terms of Sale), no refund, in full or in part, is granted for the current period, whether monthly or annual. This provision applies subject to the rights enjoyed by consumers and non-professionals.

6.5 Termination by Sylen for breach

Sylen may terminate the Contract immediately and without notice in the following cases:

• non-payment or rejected payment after a formal notice that has remained unanswered for 15 days;
• clear breach of these Terms of Sale or of the Terms of Use;
• use of the Services for an unlawful purpose or contrary to the prohibited uses (Article 12);
• conduct that impairs the proper operation of the Services or the rights of third parties.

6.6 Consequences of termination

Once termination is effective:

• the Services are deactivated;
• access to app.sylen.ai, to the settings and to the call log is deactivated;
• the assigned telephone number is placed in quarantine for 48 hours. During this period, the number behaves neutrally and is not reassigned. At the end of the quarantine, the number may be released or reassigned.

6.7 Data export. The Customer is invited to export its data before the effective termination date, using the export function available in its account. After that date, data recovery is no longer guaranteed.

6.8 Post-termination retention. The Customer's data is retained in accordance with the Privacy Policy: 12 months for transcriptions and messages during the contract, deletion or anonymization at D+30 after termination, 10 years for invoices (accounting obligation). Details are set out in the Privacy Policy and in Annex 1 of the DPA.

07Changes to the subscription

7.1 Upgrade (moving to a higher plan)

The Customer may change its subscription to a higher plan at any time:

• The upgrade takes effect immediately after payment.
• The price difference between the initial plan and the new one is billed pro rata for the time remaining in the current period.
• The included minutes are recalculated pro rata for the current period, less the minutes already used.

7.2 Downgrade (moving to a lower plan)

The Customer may request a move to a lower plan at any time, but the downgrade takes effect only at the next billing date. Until that date, the initial plan remains in effect. No refund is made for the current period.

08Payment terms

8.1 Payment methods. Payment is made exclusively online by bank card, through the secure interface of Stripe Payments Europe Limited (1 Grand Canal Street Lower, Grand Canal Dock, Dublin, Ireland), authorized by the Central Bank of Ireland.

8.2 Charge. The subscription price is charged on the subscription date, then at each renewal date. This first charge starts the guarantee period provided for in Article 04.

8.3 Overage billing. Minutes used beyond the included volume are billed in arrears, at the end of the billing period concerned, at the rate indicated in the plan subscribed. The count is based on the total minutes used in the period, counted to the hundredth of a minute call by call, then rounded up to the next started minute: calls are not rounded individually.

8.4 Additional Coshy sessions. Billed per unit at the rate in effect (9,99 € excl. VAT per session), upon order (immediate payment).

8.5 Invoices. Invoices are issued automatically, sent to the Customer by email, and available in its customer area.

8.6 Late payment

Any late payment gives rise, without prior formal notice, to:

• late payment interest calculated at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points (article L441-10 of the French Commercial Code), which rate may not be lower than three (3) times the legal interest rate in effect;
• a fixed indemnity for collection costs of 40 € (article D441-5 of the French Commercial Code);
• additional collection costs upon proof, if they exceed the fixed amount.

8.7 Suspension for non-payment. Sylen may suspend the provision of the Services in the event of a failed payment, after a formal notice by email that has remained unsuccessful for 15 days.

8.8 Payments are final only after actual collection by Stripe.

09Coshy sessions

9.1 Nature. Coshy sessions are one-off services of automated testing and training of the Customer's AI agent, consisting of submitting 50 call scenarios and returning a score and suggestions for improvement.

9.2 Included depending on the plan. The Pro and Scale plans include a monthly quota (Pro: 1/month; Scale: 3/month). Sessions not used during a month cannot be carried over.

9.3 Additional sessions. Once the quota is used up, or regardless of the plan subscribed, including Start, the Customer may purchase additional sessions per unit at the rate of 9,99 € excl. VAT per session, with no volume limit. Purchased sessions can be used at any time during the term of the subscription.

9.4 Additional sessions are payable upon order, by bank card via Stripe.

10Provision of the Services and service level (SLA)

10.1 Accessibility. The SaaS Services are accessible online 24/7, subject to maintenance operations and cases of Force Majeure.

10.2 Service level. Sylen commits to a monthly availability rate of 99.5% for the AI telephone answering service, calculated over each calendar month.

10.3 SLA exclusions

The following are excluded from the calculation:

• scheduled maintenance operations, announced at least 48 hours in advance;
• unavailability resulting from a major outage of a technical subcontractor (telecom carrier, AI provider, cloud host) occurring beyond Sylen's reasonable control and duly documented;
• unavailability resulting from incorrect configuration by the Customer or from use that does not comply with these Terms of Sale;
• cases of Force Majeure (Article 17);
• interruptions imposed by a public or judicial authority.

10.4 Compensation in the event of a breach

If the SLA is not met in a given month, and upon a written claim by the Customer made within 30 days after the end of the month concerned, Sylen grants a commercial credit note applicable to the following month's invoice, calculated as follows:

• 5% of the monthly amount excl. VAT per 1 percentage point of SLA not met below 99.5%;
• capped at 100% of the monthly amount excl. VAT.

10.5 Claims. Any claim relating to the provision of the Services must be made in writing to contact@sylen.ai within a maximum of 15 calendar days from the occurrence of the incident, with supporting evidence (date, duration, screenshots). After this period, the Services are deemed compliant.

10.6 Correction. In the event of a duly proven non-conformity, Sylen may, at its discretion, correct the defect as soon as possible or refund the service concerned.

11Customer obligations

The Customer undertakes to:

• 11.1 Provide accurate, complete and up-to-date information and update its customer area in the event of any change (company name, SIRET, billing, payment method);
• 11.2 Use the Services in accordance with their intended purpose, these Terms of Sale and the Terms of Use;
• 11.3 Configure the AI agent correctly and carry out the necessary tests before going live;
• 11.4 Informing callers. As data controller with respect to callers, the Customer undertakes to inform the people it deals with, in accordance with articles 13 and 14 of the GDPR and article 50 of the AI Act, (i) of the processing of their data by a technical processor (Sylen), (ii) of the artificial nature of the voice agent, (iii) of their GDPR rights. A compliant greeting is provided by default by Sylen;
• 11.5 Pay the sums due on time;
• 11.6 Not impair the proper operation of the Services or the rights of third parties;
• 11.7 Respect intellectual property rights;
• 11.8 Immediately inform Sylen of any unauthorized use of its account or of any security incident.

12Prohibited uses

12.1 The Customer shall not use the Services for:

• a) any unlawful, fraudulent purpose, or one contrary to public order;
• b) the processing of health data within the meaning of article 9 of the GDPR and article L1111-7 of the French Public Health Code. As Sylen is not HDS certified (French certification for health data hosting), the Customer undertakes not to configure the AI agent to collect or process medical reasons, diagnoses, medical history, or any other health-related data;
• c) any form of subliminal manipulation or deceptive manipulation (art. 5.1.a AI Act);
• d) the exploitation of vulnerabilities related to age, disability, or social or economic situation (art. 5.1.b AI Act);
• e) social scoring or predictive assessment of behavior (art. 5.1.c AI Act);
• f) biometric categorization based on sensitive attributes (art. 5.1.g AI Act);
• g) purposes falling within the high-risk category within the meaning of title III and annex III of the AI Act;
• h) unsolicited outbound telemarketing or telemarketing contrary to the Bloctel rules (French do-not-call list);
• i) systematic data extraction (scraping), resale, sublicensing or redistribution of the Services without written authorization.

13Intellectual property

13.1 Sylen's rights. All elements of the Services (platform, interfaces, software, AI models, algorithms, databases, logos, documentation) are the exclusive property of SYLEN SAS or its partners, protected by French and international intellectual property laws.

13.2 License of use. During the term of its subscription, the Customer has a personal, non-exclusive, non-transferable right of use, limited solely to the needs of its professional activity.

13.3 Customer data. The data, content, prompts and configurations imported or generated by the Customer remain the property of the Customer.

13.4 Infringement. Any unauthorized use may constitute the offense of infringement (articles L335-2 et seq. of the French Intellectual Property Code).

14Personal data

14.1 The processing of personal data is described in the Privacy Policy, which the Customer declares it has read and accepted.

14.2 Allocation of roles

• For the data of the representatives and users of the Customer Account: Sylen acts as data controller.
• For the data of callers processed by the AI agent at the Customer's request: the Customer acts as data controller, and Sylen as processor within the meaning of article 28 of the GDPR.

14.3 Data processing agreement (DPA). The GDPR processing terms are governed by the Data Processing Agreement, available online and forming an integral part of the Contract. A signable version (PDF) is available on request at contact@sylen.ai.

14.4 Contact details. Any request relating to personal data may be sent to contact@sylen.ai.

15Commercial reference

15.1 Unless the Customer objects in writing, at any time, to contact@sylen.ai, Sylen is authorized to mention the Customer's name and logo as a commercial reference, on its website, its communication materials, its marketing campaigns and its responses to calls for tenders.

15.2 This authorization does not cover:

• the use of photographs of individuals (employees or executives), which requires express consent;
• the publication of testimonials, quotes or case studies reproducing the Customer's statements, which require prior express consent.

15.3 The Customer may withdraw its authorization at any time, by simple email to contact@sylen.ai. Sylen undertakes to remove the references within 15 business days of receipt of the request, excluding printed materials already distributed.

16Liability

16.1 Best-efforts obligation. Sylen is bound by a best-efforts obligation (obligation de moyens) and undertakes to make all reasonable efforts to ensure the proper operation of the Services.

16.2 Cap

Sylen's liability to the Customer, for all damages and all causes combined, is limited to the higher of the following two amounts:

• 100% of the amount excl. VAT of the sums actually paid by the Customer for the subscription over a rolling period of 12 months preceding the event giving rise to the damage;
• or a minimum amount of 500 € excl. VAT.

16.3 Indirect damages excluded. Sylen's liability is expressly excluded for any indirect damage: loss of revenue, loss of customers, loss of opportunity, loss of data, damage to reputation, without this list being exhaustive.

16.4 Exceptions. The limitations in this article do not apply in the event of fraud (dol), gross negligence, or personal injury, in accordance with the mandatory rules of French law.

16.5 Customer liability

The Customer is solely responsible for:

• the configuration of its AI agent;
• the content of the instructions given to the AI;
• compliance with the regulatory obligations incumbent upon it in its relationships with the people it deals with (GDPR information, consents, AI transparency);
• compliance with the law applicable to its activity.

The Customer indemnifies Sylen against any third-party claim related to its use of the Services, in particular in the event of a violation of Article 12.

17Force majeure

Neither party shall be held liable for a failure to perform its obligations if that failure results from a case of force majeure within the meaning of article 1218 of the French Civil Code.

The following are in particular considered cases of force majeure: natural disasters, fires, general strikes, pandemics, widespread failures of telecommunication networks or the Internet, massive cyberattacks affecting third-party infrastructure essential to the Services, government decisions to interrupt service.

The prevented party informs the other as soon as possible. If the force majeure situation lasts beyond 60 days, either party may terminate the Contract automatically, without compensation. In that case, the sums paid in advance by the Customer corresponding to the period after the effective termination date are refunded pro rata temporis.

18Confidentiality

Each party undertakes to treat as confidential all non-public information obtained in connection with the Contract (commercial, technical, financial, strategic information). This obligation continues for the entire term of the Contract and for five (5) years after it ends, without time limit for information qualifying as trade secrets within the meaning of article L151-1 of the French Commercial Code.

The following are excluded from this obligation: (i) publicly available information, (ii) information already held by the receiving party before disclosure, (iii) information developed independently by the receiving party without use of the confidential information, (iv) information lawfully obtained from a third party not bound by a confidentiality obligation, (v) information that must be disclosed under a legal or judicial order.

19Changes to the Terms of Sale

19.1 Sylen reserves the right to modify these Terms of Sale at any time, in particular to comply with a change in the law or to reflect changes to the Services.

19.2 Minor changes. Editorial changes, clarifications or changes reflecting a legal or regulatory development are notified to the Customer by email with 30 days' notice. Failing termination within this period, the Customer is deemed to have accepted the amended Terms of Sale.

19.3 Substantial changes. Changes affecting the essential elements of the Contract (subscription price, scope of the Services, term, termination terms, liability) require the express acceptance of the Customer via the dedicated page accessible from its customer area. As long as this acceptance has not been obtained, the previous Terms of Sale remain applicable. Failing acceptance within 30 days, each Party may terminate the Contract without compensation or fees; the sums already paid corresponding to the period after the effective date of termination are then refunded to the Customer.

19.4 In the event of a change resulting from a mandatory legal obligation of immediate application, the notice period may be reduced to the minimum period compatible with that obligation.

20Assignment of the contract

20.1 Sylen may freely assign or transfer the Contract, in whole or in part, to a third party in connection with a transfer of business, a merger, a restructuring or a group reorganization, provided that it informs the Customer by email at least 30 days before the date of assignment. The assignment does not change the Customer's rights; the Customer may terminate the Contract without compensation within this period if it does not accept the assignee.

20.2 The Customer may not assign, sublicense or transfer the Contract, in whole or in part, without the prior written consent of Sylen, which may not be refused without a legitimate reason.

21Governing law and disputes

21.1 Governing law. These Terms of Sale, the Contract and the transactions arising from them are governed by French law, excluding any conflict of laws rules.

21.2 Language. These Terms of Sale are drafted in French. In the event of translation into another language, only the French version is authoritative.

21.3 Attempt at amicable settlement. In the event of a dispute, the parties undertake to seek an amicable solution for a period of 60 days from the written notification of the dispute.

21.4 Mediation. The parties may, at any time, use a contractual mediator of their choice, in particular the Médiateur des entreprises (French business mediator) (mediateur-des-entreprises.fr) or the CMAP, Centre de Médiation et d'Arbitrage de Paris (Paris Mediation and Arbitration Center).

22Company details and contact