These general terms and conditions of sale apply to all services and products provided by ANYWARE VIDEO, in particular Software Packages, Computer Systems and Training.
1. Definitions
1.1 Distributor By “Distributor”, ANYWARE VIDEO means any professional Customer who will be granted a distribution right allowing him to market ANYWARE VIDEO’s products and services to his customers.
1.2 End User By “End User” ANYWARE VIDEO means any Business Customer using ANYWARE VIDEO’s products and services on its behalf.
1.3 By “Customer”, ANYWARE VIDEO refers to any professional Customer contractually bound to ANYWARE VIDEO, whether Distributor or End User.
2. General
2.1 These terms and conditions take effect upon acceptance of the Customer’s binding order by ANYWARE VIDEO.
2.2 The nullity of one of the articles of these conditions will not entail the nullity of the whole.
2.3 Neither party shall be held liable to the other for the non-performance of these general terms and conditions of sale, which would be due to the occurrence of a case of force majeure or any other external cause.
2.4 The provisions of these terms and conditions and its appendices which form an integral part of them may only be modified by means of a written amendment signed by the parties.
2.5 ANYWARE VIDEO may substitute itself for any third party in the rights and obligations arising from these general terms and conditions of sale.
2.6 Software updates typically occur after several anomalies are detected in the software. No guarantee of perfection can be guaranteed by ANYWARE VIDEO.
2.7 Software upgrades introduce new features and can offer significant changes to the software interface.
3. Order
3.1 Any firm order accepted by ANYWARE VIDEO implies for the Client the Client’s unreserved acceptance of these general terms and conditions of sale, which cancel any clauses and stipulations to the contrary appearing on the Client’s correspondence or other documents.
3.2 Orders must be made in writing and must include the description of the hardware, software(s), and their price with reference to the price in force on the day of the order. They will only be perfect after express and written acceptance of the Client’s order materialized by an acknowledgement of receipt or the deposit invoice.
3.3 Any modification of the order will be the subject of a written request from the Client who will generate a request for change and may result in a quote according to its content. ANYWARE VIDEO will therefore send a quote corresponding to these new requests, which must be returned, signed.
4. Prices and payment terms
4.1 The products and/or services are supplied at the price in force at the time the order is placed as provided for in the special conditions. All prices are exclusive of taxes. The applicable VAT will be charged extra. The price is payable as specified on the invoice sent to the Client. The conditions of price and allocation of licenses will be defined in the quotation.
4.2 Except as otherwise provided in this Agreement or in an Order Form, all obligations to pay Royalties are non-cancellable and non-refundable and Customer shall make payments without set-off, withholding, or deduction of any kind except as otherwise required by law.
4.3 The prices of Anyware Video’s products and services are subject to annual revision according to the evolution of the production price index for French services to French companies (BtoB) – CPF 62.02 of the INSEE. Any price changes calculated in this way will take effect from the anniversary date of the contract. In the event of the disappearance of the CPF 62.02 index, the parties will agree to refer to an equivalent substitute index, published by a recognized official body.
5. Taxes and overdue payment penalties
5.1 Notwithstanding any pricing set forth in an Order Form, ANYWARE VIDEO reserves the right to pass on to Customer any increase in costs from third-party providers.
5.2 Customer is solely responsible for all applicable sales, use, import or export taxes, duties, fees, withholding taxes (TDS), surcharges, tariffs, or other amounts attributable to the Services under the Order Form and any withholding required by ANYWARE VIDEO will be charged to Customer.
5.3 Any delay in payment will automatically entail, after the sending of a formal notice to pay by RAR letter, the application of overdue payment interest at the conventional rate of 1.5% per month as well as a fixed compensation of 40 Euros excluding tax per invoice for recovery costs. In the event that the debtor’s failure to comply forces ANYWARE VIDEO to use a litigation service, the sums due will be automatically increased by a fixed indemnity of 15% to cover the litigation costs, with a minimum of 300 Euros excluding tax, regardless of any damages. In the event of judicial recovery, the debtor will assume the proportional right (Article 10 of Decree No. 96-1080 of 12 December 1996) of the bailiff in charge of recovery.
6. Termination
6.1 In the event of a serious breach by one of the parties of its contractual obligations, the other party may terminate the contract by operation of law and without notice, after a formal notice that has remained ineffective for a period of thirty (30) days will be sent to the address provided on the order form. The formal notice must be sent by registered letter with acknowledgement of receipt and must specify the nature of the breach as well as the other party’s intention to terminate the contract in the event of non-remediation within the prescribed period.
6.2 Termination of the Agreement, for any reason, shall not affect the rights and obligations of the parties arising prior to the effective date of termination. In particular, the Client shall remain liable for the payment of all sums due in respect of the services and products provided by ANYWARE VIDEO until the effective date of termination.
6.3 All provisions of the Agreement which by their nature should survive termination, including but not limited to confidentiality obligations, limitations of liability, and intellectual property rights, shall survive the termination of the Agreement.
7. Delivery and risk transfer
7.1 Delivery: Software is deliverable by download. The products purchased by the Client will be delivered within the period defined in the quotation, from the receipt of the deposit and the return of these duly signed general terms and conditions of sale. This period does not constitute a strict deadline and ANYWARE VIDEO cannot be held liable to the Client in the event of a delay in delivery. Delivery will be made to the address indicated by the Client in his order. Delivery costs will be invoiced to the Customer and vary according to the delivery method chosen at the time of ordering.
7.2 Transfer of risk: The transfer of the risk of loss and damage to ANYWARE VIDEO’s products will be carried out upon delivery and receipt of said products by the Client and the download of the software.
8. Retention of title
8.1 The hardware and/or software sold remains the full property of ANYWARE VIDEO until the full payment of the price, including the main fees and taxes.
8.2 Any deposit paid by the Client shall remain with ANYWARE VIDEO as a lump sum indemnity without prejudice to any other actions that it may be entitled to bring against the Client as a result.
9. Installation at the expense of the Client
9.1 If requested by the Client, ANYWARE VIDEO will ensure the technical installation of the software packages on the Client’s system, provided that the latter is compatible with the technical specifications necessary for such installation. This will be invoiced based on financial conditions contractually defined in the quote. Failing this, the Client will be personally responsible for this installation based on the information provided to him by the technical instructions. The Client is therefore invited to check the equipment on which the software packages can be installed and, if necessary, to ask ANYWARE VIDEO for the technical details of use it would need to use the software packages in good conditions.
10. Use of the software
10.1 Depending on the software, ANYWARE VIDEO will transmit a temporary or permanent electronic key to unlock the software.
11. Audit
11.1 The software publisher reserves the right to audit the customer to verify compliance with the terms and conditions of the license agreement. This audit will be carried out in compliance with the following provisions:
11.2 Notification: Publisher shall notify Customer in writing of its intention to conduct an audit at least thirty (30) days prior to the scheduled date of the audit. This notification will indicate the dates, time and modalities of the audit.
11.3 Access and Cooperation: The Client agrees to grant the publisher, or any third party mandated by the latter, reasonable access to its premises, systems and relevant documents during normal business hours. The client will cooperate fully with the publisher, or the third party mandated to facilitate the audit.
11.4 Confidentiality: The publisher undertakes to respect the confidentiality of the customer’s information to which it may have access during the audit. The information collected will be used exclusively to verify the customer’s compliance with the terms of the license agreement.
11.5 Duration and Frequency: Each audit will be conducted within a reasonable time frame and will not exceed five (5) business days, unless substantial non-conformances are discovered. The publisher may not carry out more than one audit in a period of twelve (12) months, unless there is a reasonable suspicion of non-compliance.
11.6 Audit Costs: The costs related to the audit will be borne by the publisher, unless the audit reveals a significant non-compliance by the client. In this case, the Client will bear the reasonable costs of the audit.
11.7 Non-conformities: In the event of discovery of non-conformities, the Client will be required to remedy these non-conformities within thirty (30) days of notification by the publisher. Customer shall also reimburse Publisher for any amounts due for non-compliant licenses, as well as reasonable audit costs if the non-compliance is material.
11.8 Audit Results: Publisher will provide a written report of the audit results to Customer within a reasonable period after the conclusion of the audit. This report will identify any non-conformities and corrective actions required.
11.9 This audit clause aims to ensure compliance with the terms of the license agreement while protecting the Client’s rights and confidentiality, in accordance with French law.
12. Training
12.1 ANYWARE VIDEO draws the attention of the Customer that to take advantage of the software package in the best possible conditions, it is desirable to have completed initial training. ANYWARE VIDEO will provide the Customer who wishes to do so, with the necessary training to properly master the software packages. This training will be invoiced based on financial conditions defined in the quote. ANYWARE VIDEO makes every effort to ensure the best possible training. ANYWARE VIDEO’s software is technical and complex software to be understood according to the initial skills of the users. Thus, ANYWARE VIDEO cannot guarantee that at the end of the training all participants will have acquired a perfect knowledge of the software concerned. The training courses must be followed by personal investment, effective practice and the study of user documentation.
13. Intellectual property
13.1 General: ANYWARE VIDEO benefits from the full and complete enjoyment of the moral and economic rights granted by the Intellectual Property Code to the authors of the original software it creates, the documentation and accessories concerning them as well as all the prerogatives related thereto.
13.2 These general terms and conditions of sale do not imply any transfer of rights and ANYWARE VIDEO remains the sole owner of all intellectual property rights relating to the software, including, copyrights, patent rights and license rights (whether acquired or assigned). Customer shall enforce ANYWARE VIDEO’s intellectual property rights against its personnel and End Users in accordance with the applicable license terms.
13.3 The Client must inform ANYWARE VIDEO of any infringement of ANYWARE VIDEO’s intellectual property rights.
13.4 Restrictions relating to software : Software packages are granted subject to the resolutory condition of full payment of the agreed price; failing this, the Client will no longer be considered to be authorised to use the software package and will be subject to the penalties provided for by the Intellectual Property Code in Articles L. 335-2, L. 335-3 and L. 335-4 of the Intellectual Property Code.
13.5 After full payment of the price and unless more restrictive clauses appear on the license attached to the product, the End User benefits from a personal, non-transferable and non-exclusive license of use for an indefinite period in return for the license fees set out in the order form.
13.6 If the Distributor uses the software(s) outside the authorizations issued by ANYWARE VIDEO, the latter will be guilty of acts of infringement. However, the Distributor shall have the right to insert ANYWARE VIDEO software into its own electronic or paper documentation for user documentation. It will also be able to translate it in the event of export of its software while having the obligation to inform ANYWARE VIDEO in advance.
13.7 Only the End User may use the software. Under no circumstances may he grant the use of it, even free of charge for the benefit of third parties. The software is not transferable without the authorization of ANYWARE VIDEO, even in the event of a transfer of funds, lease-management, merger or any other transaction at the end of which the licensee’s assets are transferred to a third party.
13.8 The Client shall refrain from copying the documentation and software or adapting the software into any other language or foreign language.
14. Guarantees
14.1 Warranty for embedded software. ANYWARE VIDEO warrants the software packages for a period of one (1) year from the date of delivery and/or download of the products, unless otherwise stipulated in the special conditions. This guarantee will consist of the correction of any residual and reproducible anomaly that is blocking the operation of the software packages. The corrected versions will be sent to the Client free of charge during this period. ANYWARE VIDEO guarantees the Client that the software packages comply with the specifications described in the technical documents at the time of conclusion of the contract. The warranties mentioned in this article are exclusive of all others.
14.2 The software packages are provided as is and ANYWARE VIDEO cannot guarantee the absence of residual anomalies. In the event of any anomalies, the Client must immediately notify ANYWARE VIDEO, by email at [email protected], and provide it with all the elements likely to detect the origin.
14.3 Standard equipment warranty. ANYWARE VIDEO warrants to Customer that the Hardware will be free from material defects in materials and workmanship under normal permitted use in accordance with the technical specifications of the Hardware for a period of one (1) year from the date of delivery. In the event of a malfunction of a piece of equipment, the Client returns the equipment concerned to ANYWARE VIDEO at its own expense, which will take care of the repair and/or exchange. ANYWARE VIDEO returns the repaired or exchanged equipment to the Client at its own expense.
14.4 ANYWARE VIDEO is not responsible for any malfunction of the hardware or software if it is not used in an environment that complies with the rules of use of the device, namely that the device must be placed in an air-conditioned environment with a stable and secure power supply by an inverter.
14.5 Any travel or on-site interventions will be invoiced in accordance with the pricing conditions in force at the time of the service if a Support and Maintenance Contract is not active with the customer to date.
| Guarantee | Technical Support Availability | Return & repair of parts | Software Updates | Software Upgrades |
| Standard | 9×5 | YES | YES | NO |
15. Third-Party Products.
15.1 Notwithstanding anything to the contrary in this Policy, ANYWARE VIDEO may provide third-party products (including hardware and software) on an “AS IS” basis without warranty of any kind, unless otherwise specified by ANYWARE VIDEO. However, such third-party products may come with their own warranties and ANYWARE VIDEO will pass on all such warranties to the Customer to the extent permitted. The exercise of this guarantee will be done directly between the Client and the third-party supplier.
16. Support and maintenance contract
16.1 ANYWARE VIDEO products are supplied with a warranty for the first year, which can be supplemented by a Support and Maintenance Agreement (CSM) from the first year, allowing the customer to keep his software package up to date or up to date according to the subscribed formula, as well as to benefit from preventive maintenance in order to optimize the use of sound? equipment and its embedded software package thanks to 3 main axes: Provide advice on use, Think with it about ways to improve according to its use, Detect any underlying minor problems that could be annoying for its use.
16.2 Second year and following. As the product warranty has expired but the product has evolved, the customer can continue to obtain the services of a Support and Maintenance Contract (CSM) according to the formula subscribed to by signing such a contract. All ANYWARE VIDEO Support and Maintenance Agreement (CSM) packages include:
16.3 Support and Maintenance Agreement Packages. If a Support and Maintenance Agreement for specific ANYWARE VIDEO Goods is included in a Quotation and/or Order, the terms and conditions will apply. Any Quotation and/or Order must indicate the specific ANYWARE VIDEO Support and Maintenance Agreement as set forth below. The Services included in each Support and Maintenance Agreement are described in the Table below.
Formula
| Cost | Technical Support Availability | Training per year | Creation of skins per year (if applicable) | Return & repair of parts | Software Updates | Software Upgrades | Preventive Maintenance per year | Dedicated Technical Account Manager (TAM) |
| Bronze | 20% List Price | 9×5 | 1/2 day | 2 simple graphic skins | T&M | YES | NO | YES | NO |
| Gold | 30% List Price | 24×7 | 1 day | 4 simple and/or advanced graphic designs | T&M
| YES | YES
| YES | YES
|
17. Liability of a Distributor
17.1 A Distributor is a professional, and as such is subject to an obligation to provide advice and information to its customers. ANYWARE VIDEO will communicate to the Distributor in the context of the orders, all the information necessary for the fulfilment of this obligation. The Distributor will therefore be solely liable to the Customers in the context of this obligation.
17.2 The Distributor shall assume responsibility for the operation of the finished product vis-à-vis the Customer. To do this, the Distributor will receive training and all technical interoperability information from ANYWARE VIDEO to ensure integration with other products.
18. ANYWARE VIDEO’s Limitation of Liability
18.1 It is expressly agreed between the parties that ANYWARE VIDEO’s liability under these terms and conditions is limited to compensation for damages resulting directly from a proven fault on its part. Indirect damages or losses such as delays, loss of profit, financial costs, commercial loss and action against the Client by a third party are excluded. In any event, the compensation to which the Client may claim may not exceed the amount excluding tax of the software used, the training or the computer system acquired.
19. Advertising and Marketing
19.1 The Customer expressly agrees and authorizes ANYWARE VIDEO to use the Customer’s name, logo, or visual/textual reference in all marketing, advertising, promotional, and communication materials, without limitation of time or territory. Such use may include, but is not limited to, websites, social media, brochures, presentations, annual reports, case studies, and any other promotional or communication materials of the Company. The Client acknowledges that this authorisation is given free of charge and will not give rise to any financial compensation, indemnity or consideration of any kind whatsoever.
19.2 The Company undertakes to use these elements in a manner consistent with the Client’s image and values, and to comply with any specific guidelines that the Client may communicate to it in writing regarding the use of its name and visual elements.
19.3 In the event of revocation of this authorization, the Client undertakes to notify the Company in writing with thirty (30) calendar days’ notice. The Company will then have a period of sixty (60) calendar days from the date of receipt of such notification to cease the use of the Client’s elements in its current marketing materials. Marketing materials already in circulation or printed on the date of revocation may however continue to be used until their stock is exhausted or their life cycle ends.
20. Data protection
20.1 For any processing of personal data carried out in relation to the order form, the parties shall comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), as well as all additional rules applicable to personal data in France (hereinafter “GDPR”).
20.2 Each party represents and warrants to the other party that it will comply with the GDPR for any processing of personal data carried out in connection with this Order Form.
20.3 Notwithstanding anything to the contrary, the parties shall not incur any contractual liability under this Purchase Order to the extent that compliance with the GDPR would prevent them from performing any of their obligations under this Purchase Order.
21. Export restrictions
21.1 Customer agrees not to export, re-export, or transfer, directly or indirectly, any product or technical data received hereunder, to any country or user to which such export, re-export, or transfer is prohibited by French law, regulation or any other applicable legal framework. Before exporting, re-exporting, or transferring such products or technical data, Customer shall obtain all required governmental licenses, authorizations, certifications, or approvals.
21.2 If Customer resells or otherwise disposes of any product or technical data purchased hereunder, Customer will comply with any applicable export restrictions. Customer hereby agrees to indemnify and hold harmless ANYWARE VIDEO from and against all losses, damages, and costs resulting from Customer’s failure to comply with these restrictions.
21.3 ANYWARE VIDEO will not be liable for any delays in delivery or non-delivery resulting from any government refusal, revocation, suspension or delay in the issuance of any necessary export license or authorization. By accepting this Agreement, Customer confirms that it is not located in or a national resident of a country subject to an embargo or economic sanction from France, the European Union or any other applicable jurisdiction, and that it is not listed on any lists of prohibited persons or entities by such jurisdictions. The Client also certifies that it is not directly or indirectly involved in the financing, commission or support of terrorist activities, or in the development or production of nuclear, chemical or biological weapons, or in nuclear, chemical, biological weapons missile technology programs.
22. Jurisdiction and applicable law
22.1 Applicable law. These general terms and conditions of sale are subject to French law. When, for convenience, a translation into another language has been established, in the event of a dispute, only the French text is authentic.
22.2 Courts. Any disputes in the interpretation or execution of these terms and conditions that cannot be resolved amicably will be submitted to the competent courts of Marseille, even in the event of a third-party claim or multiple defendants.
23. Communication and electronic signature of the deed
23.1 The parties agree to be able to conduct transactions electronically, including placing and accepting orders. Once accepted, such orders will create fully enforceable obligations subject to this Agreement. Such orders and acceptances shall be deemed for all purposes to be an original signed writing. The parties undertake to adopt reasonable security measures to protect electronic communications from unauthorized access.
23.2 By express agreement equivalent to an agreement on evidence, the signatory agrees to sign this deed electronically in accordance with the provisions of Articles 1366 et seq. of the Civil Code, the signatories agreeing to recognize this electronic signature as the same value as their handwritten signature and to confer a certain date on the date attributed to the signature of this deed. It should also be noted that the requirement of a plurality of originals laid down by Article 1375 of the Civil Code is deemed to be satisfied for contracts in electronic form when the document is drawn up and stored in accordance with Articles 1366 and 1367, and that the process allows each party to have a copy on a durable medium or to have access to it.
24. Customer Acceptance
24.1 These general terms and conditions of sale are expressly approved and accepted by the Customer, who declares and acknowledges that he or she is fully aware of them and therefore waives the right to invoke any contradictory document and his or her own general terms and conditions of purchase.
25. Anyware Video Company Details
Anyware Video limited liability company is Registered in France, Registration Number 421277807 and is Registered VAT FR63421277807.
Head Office Address is 7, Rue DE GENES, 13006 MARSEILLE France and our Telephone Number is +33 (0)491 428 856
Please see our website at https://anywarevideo.com for more information E&OE