General Terms and conditions of sales

BIOINFORMATICS SERVICES

ARTICLE 1 - SCOPE OF APPLICATION

These General Terms and Conditions of Sale (GTC) apply to all bioinformatics services provided by Sycomia SARL. 

  • Address: 1 rue de Laglorieuse, 68128 Rosenau (France)
  • Siret: 991 594 649 00014
    Intra-community VAT:
  • Email: contact@sycomia.com
  • Phone: 06 45 36 40 89

Hereinafter referred to as “the Service Provider.”

These GTC govern the contractual relationship between the Service Provider and its customers (hereinafter “the Customer”), collectively referred to as “the Parties.” They prevail over any other general or specific terms and conditions of the Customer, unless agreed in writing and signed by the Service Provider.

The Customer acknowledges that they have read and accept the GTC without reservation. The signing of a quote, an order, or the commencement of the service implies full and complete acceptance of the GTC in force on the date of the order. These GTC constitute the contract between the Parties.

Any deviation from these GTC must be expressly stated in the quote (hereinafter “the Quote”) or in a written document signed by a person duly authorized to represent the Service Provider. Failing this, any condition of the Customer deviating from these GTC shall be considered null and void.

ARTICLE 2 - SERVICES OFFERED

The Service Provider provides bioinformatics services. The following services are offered as examples and are not exhaustive:

2.1 Biological data analysis

      • Genomic analysis (WGS, WES, panels)
      • Transcriptomic analysis (RNA-seq, single-cell RNA-seq, spatial transcriptomics)
      • Proteomic and metabolomic analyses
      • Metagenomic and microbiome analyses
      • Epigenetic analyses (ChIP-seq, ATAC-seq, methylation)
      • Advanced statistical analyses and modeling

2.2 Development and tools

      • Development of customized analysis pipelines
      • Creation of custom bioinformatics scripts and tools
      • Optimization of existing workflows
      • Integration of multi-omic data
      • Data modeling using artificial intelligence and machine learning approaches
      • Design, development, and operation of AI algorithms

2.3 Additional services

      • Bioinformatics training
      • Bioinformatics consulting

2.4 Specific terms and conditions of service

The services provided are based on the data and information communicated by the Client. The Service Provider cannot be held liable for any insufficient quality, incompleteness, or errors in the data provided by the Client.

The Service Provider reserves the right to offer, at the request of or in agreement with the Client, other additional bioinformatics services according to the Client’s needs. These services will be subject to a specific quote.

The precise terms and conditions (duration, format, deliverables) of specific services, in particular training and consulting, are defined in the quote, analytical plan, or any written document accepted by the Client.

ARTICLE 3 - ORDERS AND QUOTATIONS

3.1 Ordering process

      • All orders are subject to a free preliminary quote provided by the Service Provider, to which these GTC are attached.
      • The order becomes firm and final upon signature of the quote by the Customer.
      • Any order implies the Customer’s full and unreserved acceptance of these GTC.
      • The quote is valid for 30 days from the date of issue, unless otherwise stated on the quote itself.
      • Depending on the amount or nature of the service, the Service Provider may require an additional purchase order from the Customer.

3.2 Multi-phase quotes – GO/NOGO

Some quotes may be drawn up in several phases: an initial preliminary study or analysis phase, followed by one or more additional phases subject to approval. At the end of each phase, a report or interim deliverable is sent to the Client, accompanied by a request for “GO/NOGO” confirmation.

      • In the event of a “GO” approval, the Service Provider shall continue to carry out the assignment in accordance with the agreed terms and conditions, and the quote shall become firm and final for the next phase.
      • In the event of a “NOGO” response, the assignment shall end at the end of the first phase, and only the work carried out and approved up to that date shall remain payable by the Client.
      • If the Client does not respond within the specified time frame, this shall be deemed a “NOGO” response, unless otherwise agreed in writing.

3.3 Information required to prepare a quote

In order to prepare an accurate quote, the Customer must provide:

      • A detailed description of their requirements
      • The type and volume of data to be analyzed, as well as the number of samples
      • The analytical context and specific biological issues to be addressed
      • The desired deadlines for the services to be performed
      • The information necessary to comply with applicable data protection regulations (GDPR)

3.4 Changes to the order

      • Any changes to the order must be made in writing and accepted by both Parties, and may result in a revision of prices and deadlines.
      • Any request for additional services will result in a new quote, considered as a new order, which may involve new terms of execution and billing.

ARTICLE 4 - PRICES AND PAYMENT TERMS

4.1 Pricing

      • Prices are quoted in euros excluding tax. VAT at the applicable legal rate (20% unless legally exempt) is added to prices excluding tax.
      • Prices are available on request.
      • Services are billed on a flat-rate or hourly basis, depending on the nature of the project.
      • Due to the customized nature of the services, the exact price is determined by quotation, taking into account in particular:
          • the scientific and technical complexity of the service
          • the biological issue to be addressed
          • the volume and nature of the data to be analyzed
          • the human and IT resources mobilized
          • the estimated duration of completion
      • The terms of payment (due dates, deposits, late payment penalties) are specified in the quote and in the corresponding invoices.
      • No service may begin until the quote has been expressly accepted in writing by the Client.

4.2 Payment terms

For orders < €5,000 excluding tax:

        • 40% prepayment upon order
        • Balance upon delivery

For orders ≥ €5,000 excluding tax:

        • 30% prepayment upon order
        • Pro-rata payment at each milestone defined in the approved multi-phase quote
        • Balance upon delivery.

4.3 Payment terms

      • Payment by bank transfer only, to the payment address indicated on the invoice.
      • Payment deadline: 30 days net from receipt of invoice (unless otherwise specified in the quote, purchase order, or invoices).
      • If the invoice is issued in a currency other than the euro, payment must be made for an equivalent amount in euros at the exchange rate in effect on the date of payment, unless otherwise agreed in writing between the parties. Any bank charges related to currency conversion shall be borne by the payer.
      • No discount is granted for early payment.
      • Payments must be made in a single installment, unless otherwise agreed in writing between the Parties.

4.4 Penalties and collection costs

In the event of late payment, the Customer shall be liable for:

      • Late payment penalties calculated at three times the legal interest rate
      • A fixed compensation fee for collection costs of €40 per unpaid invoice
      • In the event of late payment, all collection costs incurred to obtain payment shall be borne by the Customer.
      • The Service Provider reserves the right to suspend all services in progress after formal notice has been given and has remained unsuccessful.
      • Any dispute regarding an invoice must be notified to the Company by registered letter with acknowledgment of receipt, within a maximum period of 30 days from receipt.

4.5 Price revisions

The prices indicated in the quotes are firm and non-revisable for the duration of the service concerned.

However, for contracts lasting more than 12 months or recurring services, the Service Provider reserves the right to revise its rates annually in accordance with the following terms and conditions:

Automatic revision: Prices may be adjusted on January 1 of each year in line with changes in the harmonized index of consumer prices (HICP) published by INSEE, within a limit of ±8% compared to the previous year’s rates.

Exceptional revision: In the event of a substantial change in costs (increase in social security contributions of more than 5%, increase in energy or IT costs of more than 15%, or regulatory change significantly impacting operating costs), the Service Provider may revise its rates with 60 days’ notice.

The Service Provider may revise its rates with 60 days’ notice in the event of such events occurring.

The rate revision applies only to new orders placed after written notification to the Customer. The Customer has 30 days to accept or refuse this revision. In the event of refusal, either party may terminate the contract without penalty with 30 days’ notice.

ARTICLE 5 - PERFORMANCE OF SERVICES

5.1 Deadlines

  • The deadlines indicated in the quote or order are given for information purposes only and do not constitute a firm commitment, unless expressly stated otherwise.
  • If the performance of the service requires the transmission of tangible or intangible elements in the Customer’s possession, the deadlines shall only begin to run from the date of full receipt of these elements by the Service Provider.
  • Any foreseeable or actual delay in performance must be reported immediately to the Client by the Service Provider.
  • Deadlines may be extended in the event of force majeure or delay attributable to the Client (e.g., late transmission of necessary items).

5.2 Standard Deliverables

The results are sent electronically to the persons indicated by the Client in the order. Unless otherwise specified, each service includes:

      • Detailed analysis report in HTML format (or in another format at the Client’s express request, provided that the content allows it)
      • Results tables in standard formats (CSV, TSV, Excel)
      • Graphs and visualizations
      • Document certifying the integrity of the data transmitted

5.3 Optional deliverables (upon request)

      • Provision of intermediate processing data
      • Oral presentation of results with supporting materials, in person or remotely, as previously agreed
      • Any other document or information that the Service Provider may provide in connection with the Client’s project, in accordance with the terms of the quote and the agreements entered into between the parties

ARTICLE 6 - OBLIGATIONS OF THE PARTIES

6.1 Obligations of the Service Provider

The Service Provider undertakes to:

      • Perform the services in accordance with best practices and professional standards.
      • Respect the confidentiality of data and information provided by the Client.
      • Inform the Client of the progress of the work, particularly in the event of difficulties or foreseeable delays.
      • Provide 90 days of post-delivery support to answer questions and provide clarifications on the deliverables provided

6.2 Client’s Obligations

The Client undertakes to:

      • Provide all data and information necessary for the performance of the services, including those covered by the GDPR
      • Comply with the data formats and standards required by the Service Provider for the performance of the services
      • Validate intermediate stages within 5 working days, unless otherwise specified in the quote or order
      • Pay invoices within the time limits stipulated in Article 4
      • Immediately inform the Service Provider of any changes in its needs or circumstances that may impact the performance of the services

6.3 Collaboration and responsiveness

The Parties undertake to cooperate in good faith and to respond promptly to requests for information, validation, or clarification so as not to delay the performance of the services.

ARTICLE 7 - DATA AND CONFIDENTIALITY

7.1 Data processing

      • The data transmitted by the Client remains its exclusive property.
      • The Service Provider acts as a processor within the meaning of the GDPR for the processing of data provided by the Client.
      • The data will only be used in connection with the performance of the agreed services. Any use for other purposes requires the prior written consent of the Client.
      • The Service Provider implements appropriate security measures, including encryption, restricted access, and secure backup, to protect the data against unauthorized disclosure, modification, or loss
      • The Service Provider may delegate certain operations to subcontractors, provided that they comply with the same security and confidentiality obligations, in accordance with the applicable legal and regulatory provisions, including those provided for by the EU Regulation (GDPR)
      • The Service Provider remains responsible to the Customer for the proper execution and security of the processing operations
      • No data will be transferred to a third country without the express written authorization of the Customer

7.2 Confidentiality

      • The Service Provider undertakes to keep the analysis report, the Client’s data, and all information obtained in the course of performing the services strictly confidential.
      • Confidential information may only be used or disclosed to third parties in the following cases:
          • To prove that the services have been performed and to obtain compensation in this regard.
          • At the request of a competent administrative authority or for the execution of a court decision.
      • The Parties undertake to preserve the confidentiality of all technical, commercial, financial, or other information obtained in the context of the contractual relationship, including the composition of the products and software delivered by the Service Provider.
      • The duration of this confidentiality commitment is set at 5 years after the end of the contractual relationship.
      • The confidentiality obligation extends to the Service Provider’s employees, subcontractors, and partners.
      • The Parties may, if necessary, enter into an additional confidentiality agreement (NDA).

7.3 Return/destruction of data

      • At the end of the service, the Service Provider may return to the Client all data entrusted to it, in its original format.
      • All project analysis data shall be securely destroyed within 90 days of the end of the service
      • Upon request, the Service Provider may provide a certificate of destruction attesting to the complete deletion of the data

ARTICLE 8 - INTELLECTUAL PROPERTY

8.1 Data and results

      • The data provided by the Client remains its exclusive property.
      • The results of the analyses carried out by the Service Provider are delivered to the Client.
      • Any publication or communication, whether relating to the completion of the project in collaboration with the Service Provider or to the use of all or part of the results of the services, must explicitly mention the Service Provider.

8.2 Methods and tools

      • The generic methods developed by the Service Provider, including algorithms, tools, pipelines, and workflows, remain its exclusive property.
      • Algorithms, tools, pipelines, and workflows developed specifically for the Client are provided with a non-exclusive license for use.
      • Any generic improvements or developments to the algorithms, tools, pipelines, and workflows initially developed remain the property of the Service Provider.
      • The use of algorithms, tools, pipelines, and workflows by the Client is strictly limited to internal needs and may not be transferred, redistributed, or commercialized without the prior written consent of the Service Provider

8.3 Source code

      • Generic scripts and codes remain the property of the Service Provider.
      • Scripts or codes developed specifically for the Customer are provided under a non-exclusive license.
      • The redistribution, reproduction, or resale of the source code by the Customer is prohibited without the prior written consent of the Service Provider.
      • The use of open-source or third-party code is subject to the respective licenses, and the Client undertakes to comply with their terms and conditions.

8.4 Publication and communication

      • Any scientific publication or external communication involving the results must mention the Service Provider and must not disclose confidential data or proprietary methods without written authorization.
      • The Service Provider may be consulted to validate the dissemination of the results in order to protect the confidentiality and intellectual property of the methods and tools used.

ARTICLE 9 - LIABILITY AND WARRANTIES

9.1 Service Provider Guarantees

      • The Service Provider guarantees that the services will be performed in accordance with good professional practices and scientific standards in force in the field of bioinformatics.
      • The Service Provider undertakes to correct any errors found in the deliverables or code provided free of charge for 90 days after delivery.
      • The technical support provided by the Service Provider is limited to clarifications or explanations of the deliverables for 90 days after delivery.
      • The deliverables provided to the Client are guaranteed to function in accordance with their description for a period of 180 days from delivery, solely in the specified delivery environment.

9.2 Limitations of liability

      • The Service Provider’s liability, for any reason whatsoever, is strictly limited to the total amount invoiced for the service concerned.
      • The Service Provider cannot under any circumstances be held liable for indirect, consequential, or immaterial damages, including in particular: operating losses, loss of opportunity, commercial or financial loss.
      • The Client remains solely responsible for the scientific interpretation and use of the results provided by the Service Provider.
      • The Client is responsible for the proper delivery of the data sent to the Service Provider for analysis.
      • The Service Provider does not guarantee any scientific results, publications, or experimental success related to the use of the deliverables.
      • The Service Provider shall not be liable for any use of the deliverables outside the scope agreed in the quote or contract.

9.3 Liability related to data

      • The Service Provider shall not be held liable for any errors, omissions, or deficiencies in the deliverables resulting from incomplete, erroneous, or poor-quality data provided by the Client.
      • The Client is responsible for the quality, integrity, and regulatory compliance of the data it provides.
      • The results obtained are intended solely for internal and scientific use, and their external use is the responsibility of the Client.

9.4 Warranty and additional exclusions

      • The Service Provider’s warranties do not cover problems related to:
          • Modifications, alterations, or additions made by the Customer or an unauthorized third party
          • Technical failures or incompatibilities with software or environments not specified in the quote
      • Any action or claim against the Service Provider must be notified in writing within 30 days of the problem being identified, failing which the claim will be inadmissible.

9.5 Insurance

      • The Service Provider is covered by professional liability insurance covering bodily injury, property damage, or consequential damage caused by its services
      • This insurance does not release the Client from its responsibility for the use of the results and data provided

ARTICLE 10 - FORCE MAJEURE

      • The Service Provider cannot be held liable in the event of non-performance or delay in the performance of its obligations when this event is due to a case of force majeure, in accordance with the French Civil Code.
      • Force majeure events include, but are not limited to: pandemics, natural disasters, major cyberattacks, general or local transport strikes, widespread internet or power outages, fires, floods, wars, terrorist acts, or any event beyond the control of the Parties and unforeseeable at the time of signing the contract.
      • In the event of force majeure, the affected Party must:
          • Inform the other Party without delay in writing (email or letter) of the nature and expected duration of the event.
          • Make every reasonable effort to minimize the consequences of the force majeure on the performance of the services.
      • The deadlines for performing the services shall be extended by a period equivalent to the duration of the force majeure event.
      • If the force majeure event lasts for more than 30 days, either Party may terminate the contract without penalty and without compensation, except for services already performed and due under the contract.

ARTICLE 11 - TERMINATION

11.1 Termination for breach

      • Either Party may immediately terminate the contract in the event of a serious breach by the other Party, including:
          • Failure to pay amounts due after formal notice has remained without effect for 15 days.
          • Breach of the confidentiality obligations set out in Article 7
          • Failure to comply with the essential obligations set out in the contract or the GTC.
      • Termination for breach must be notified in writing, specifying the reason and any corrective measures expected.

11.2 Termination at will

Each Party may terminate the contract without specific reason, subject to giving 15 days’ notice by registered letter with acknowledgment of receipt.

11.3 Consequences of termination

      • In the event of termination, the Client undertakes to pay for all services already performed or in progress on a pro rata basis according to their progress
      • The Client must immediately return all data and deliverables belonging to the Service Provider
      • The costs incurred by the Service Provider for the performance of the services and which are non-recoverable shall remain the responsibility of the Customer.
      • Termination shall not affect the provisions on confidentiality, intellectual property, liability, and post-delivery obligations, which shall continue to apply.
      • The Service Provider undertakes to return or destroy all of the Customer’s data, in accordance with the agreed terms and conditions.

ARTICLE 12 - SUBCONTRACTING

      • The Service Provider may use specialized subcontractors for the partial or total performance of the services, subject to compliance with the following conditions:
          • The Customer shall be informed of any use of a subcontractor and of its role in the performance of the services when the quote is prepared.
          • Subcontractors are required to comply with the same obligations of confidentiality, data protection, compliance with the GDPR, and security as those set out in these GTC and in the contract
      • The Service Provider remains fully liable to the Client for the proper performance of the services entrusted to the subcontractor, including for deliverables and compliance with deadlines
      • The Service Provider shall ensure that subcontractors apply the professional standards and best practices applicable to the field of bioinformatics
      • The Service Provider reserves the right to use specialized subcontractors if internal scientific or technical resources do not allow for the proper completion of the project, subject to the Client’s written agreement

ARTICLE 13 - TRAINING AND SUPPORT

13.1 Support included

      • The Service Provider shall provide technical support for deliverables and results for a period of 90 days after delivery. This support includes:
          • Correction of proven errors in the deliverables or tools provided.
          • Explanations and clarifications necessary for a proper understanding of the deliverable results.
      • Any request outside the scope of the included support or beyond this period may result in additional billing.

13.2 Additional services (billed)

      • The following services are considered additional and are billed separately:
          • In-depth training on the tools, pipelines, or methods provided.
          • Technical support extended beyond the included 90-day period.
          • Additional or customized developments not included in the initial quote.
      • The terms, rates, and deadlines for additional services are defined in a specific quote or written addendum accepted by the Customer.

ARTICLE 14 - CHANGES TO THE TERMS AND CONDITIONS

      • The Service Provider reserves the right to modify, supplement, or update these GTC at any time.
      • The new GTC apply only to orders placed after the effective date communicated to the Customer.
      • Orders in progress or quotes accepted prior to the modification remain governed by the GTC in effect on the date of their acceptance, unless otherwise agreed in writing between the Parties.
      • The Service Provider undertakes to inform the Customer of any updates to the GTC by email or any other appropriate means of communication.
      • The Customer is invited to read the updated GTC before placing any new orders.

ARTICLE 15 – No right of withdrawal

The services offered by the Service Provider are intended exclusively for professional customers (companies, public institutions, local authorities, associations). Consequently, the provisions of the Consumer Code relating to the right of withdrawal for consumers (Articles L221-18 et seq.) do not apply to these general terms and conditions of sale.

ARTICLE 16 - GENERAL PROVISIONS

16.1 Applicable law

These GTC are governed by and interpreted in accordance with French law.

16.2 Language

In the event of translation of the GTC, only the French version shall prevail.

16.3 Dispute resolution

      • The Parties undertake to seek an amicable solution as a priority in the event of a dispute.
      • In the absence of an amicable agreement, the competent courts of Mulhouse shall have exclusive jurisdiction to hear any dispute relating to the interpretation, performance, or validity of these GTC.

16.4 Partial invalidity

If one or more clauses of these GTC are declared invalid or unenforceable, the other provisions shall remain fully applicable, and the Parties shall endeavor to replace the invalid clause with a valid provision that best reflects the original intention.

16.5 Waiver

The fact that the Service Provider does not invoke a clause of these GTC at a given time does not constitute a waiver of its right to invoke it at a later date.

16.6 Entire Agreement

These GTC, together with any written quote or contract accepted by the Customer, constitute the entire agreement between the Parties and supersede any prior agreement, oral or written, relating to the services.

Version effective as of September 9, 2025

Update available at: https://sycomia.com

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