Terms of sale

  1. Definitions

For the purposes hereof, the term “Company” refers to the AntemetA. “Customer” means any natural or legal person who buys or expresses the wish to purchase the products sold by the Company AntemetA. The term “Licensee” means the End User of the Software. If one person brings the qualities of Customer and Licensee, so the distinction between Customer and Licensee becomes indifferent and all provisions hereof shall apply. These terms of sale, the invoice issued by the Company, the order accepted by the Company and the Licence are the contractual documents.

  1. Purpose

These terms of sale are intended to govern and define the rights and obligations of each party to any contract between the Company, its business partners and customers, Licensees or not, relating to the sale and resale of the software “VISION” which the Company is the editor, and support services provided by it and related to the license sold. These terms exclude the application of any other document from the Client such as its own general conditions of purchase.

  1. Formation of the contract

Any product or software sold by the Company shall first be made of a detailed order, sent to the Company and valid for a period of one month. The contract is considered validly formed upon acceptance of the order by the company in this period of one month. The Company will be holding its obligation to deliver products or services object of the contract as of full payment under the conditions laid down in Article “Award – Billing – Discount – Indexing” herein.

  1. Price – Payment – Discount – Pegging

Licenses. Price of Licenses is payable in full in one payment within 30 days from the date of issue of the invoice.   Any amount due not paid on time will produce the benefit of the Company as of right and without prior notice, default interest equal to 3 times the legal interest rate and lump sum compensation for recovery costs of an amount of € 40. No discount will be given for early payment. Notwithstanding the payment of interest, the Company may exercise the termination right under Article “Termination” in case of late payment. Maintenance. Price of the Maintenance is payable in full in one payment or in annual royalties. The terms of deadlines and discount above are also applicable to the Maintenance. The amount of the annual fee for maintenance contracts, will be assessed annually on the anniversary date of the contract in accordance with the variation of the SYNTEC index. The benchmark is the last Syntec index published on the date of signing the contract.

  1. Duration and renewal

Licenses. The Agreement is effective as of full payment of the fees. It is concluded for the legal term of protection of the Software copyright. Maintenance. Maintenance is concluded for an initial term of one year, from its effective date which is determined by the date on the order form. Maintenance will end at the end of the initial term, unless renewal in written by the parties. In case of renewal, the Company will extend the Client’s rights, allowing the customer to obtain maintenance for the agreed period. In case of default by the customer within two months, key activations will be outdated and the Client’s rights to use the software shall be blocked.

  1. Delivery

Delivery is by email. The delivery date is the date on which the products are made available to the customer. Unless written statement from the Company stating otherwise, delivery times are given as an indication. In the event of delay exceeding 1 month, the customer may cancel the sale concluded. In such case, the customer may notify the Company of its intention to use such right of termination, which can be claimed only for items not delivered in this time 1 month, to the exclusion of those who, even included in the same order, were delivered within this time. In any case, the customer may not claim damages or any compensation for any damage due to any late delivery or induced consequences. The Client will also be personally responsible for the installation of equipment and products sold in accordance with the supplier’s instructions.

  1. Ownership

The Customer will become the owner of the contractual products only from the full payment fixed in the contract, including all incidental charges and / or accessories or default interest thereon. As the price will not be paid, the products delivered by the company will be in the customer’s guard, who will assume the risks and keep them in “good father”, such as defined by the French civil law.

  1. Property rights

The license granted under the Contract allows the Licensee to use the Software for its sole purpose and for its own needs on the configuration. The license is limited to one array. In order to increase the number of arrays, the Licensee shall give written notice to the Licensor whom will provide a new activation key, on payment of a royalty fee. Reproduction right. Under the right of use granted by this license, the Licensee may reproduce, permanently or temporarily, Software for the purpose of loading, displaying, running, transmitting or storing the Software. Backup. Licensee may make a backup copy of the Software, unless such copy is provided by the Licensor. Licensee will have on the backup copy of the same rights and obligations as the copy of the Software is licensed. Restrictions. Outside the rights granted in this article above and without prejudice to them, Licensee is not authorized hereunder to:

  • copy, print, transfer, transmit or display all or part of the Software;
  • sell, lease, sublicense or distribute in any way the Software. For the avoidance of any doubt, such restriction is not applicable if Licensee and Client are two different people.
  • use the Software to provide data processing services, service bureau, time-sharing or other similar services of any kind, to any other person, company or entity;
  • modify the Software and / or merge all or any part of the Software into other computer programs;
  • compile the software, decompile, disassemble, translate, analyze, reverse engineer or attempt to do so, except to the extent permitted by law.

Licensee shall not correct itself any discrepancy whatsoever. Licensor is the sole owner of such right.

  1. Audit

Once a year AntemetA reserves the right to make an Audit to verify Licensee compliance with its obligations under this Agreement (e.g regarding the rights to license use). Licensee agrees to cooperate and provide full assistance to such an audit. An audit will be conducted by an auditor appointed by AntemetA or an external auditor, the costs will to the expense of AntemetA. Prior to the audit, the auditor will sign a non-disclosure agreement. The auditor will report the results of the audit, hereinafter referred to as the “Audit Results”, in writing AntemetA and AntemetA will notify the Licensee of the results. The Client will do its best to comply with any recommendations made by the auditor in the audit results. In the event that the Customer is unable and / or unwilling to satisfy the recommendations made in the audit results, AntemetA may request termination of existing licenses, if necessary, with immediate effect by written notice to AntemetA with in the conditions provided for by Article “Termination”.

  1. Claims and warranties

To be accepted, any claim must be submitted to the Company by recorded delivery. Claims arising from the delivery of apparent defects or lack of conformity of products will be inadmissible beyond a period of 10 days from delivery. Any claim for hidden defects shall, be accepted, be addressed to the Company within 10 days of discovery of the defect or the date on which it would otherwise have been discovered. Furthermore, any legal action against the Company for any reason whatsoever, shall, be accepted, having previously been subject of a complaint amicably under the conditions of this section and be brought within a maximum of 6 months from the issuance of the complaint. Licensor warrants only compliance software to the functional and technical specifications in the documentation provided to Licensee under the Contract.

  1. Maintenance

Licensor will speak for free, during the initial period of one (1) year from the date of first order of the Software, to try to correct the anomalies and perform updates. Beyond the initial period, the provision of support is subject to the conclusion of a maintenance contract, invoiced to the Customer according to the tariff. In case of anomaly, Licensee shall submit to Licensor a report documenting the anomaly and clearly explaining.

  1. Hold harmless clause

Licensor warrants to Licensee that it owns all rights to conclude the Agreement. As such, the Licensor represents the holder of all intellectual property rights in the Software. Licensor warrants including:

  • that the Software does not constitute an infringement of an existing work;
  • it has complied and will comply with the intellectual property rights of third parties including copyright, rights in designs, patents and trademarks.

As such, the Licensor warrants the Licensee against all actions, claims, demands or opposition on the part of any person claiming an intellectual property right or an act of unfair competition and / or parasitic, to which performance of the contract would have infringed . Compensation and expenses of any nature expended by the Licensee and any damages awarded against him will be borne by the Licensor. In addition, the Licensor shall at his expense to replace the infringing items, if a substitute item of features and performance are equal to or greater on the French or foreign market or the development of another element non-infringing.

  1. Termination

The Agreement may be terminated as of right and without formalities by either party in the event of failure by the other party to perform any of its obligations under the Agreement if such failure is not remedied within 15 days after receipt by the failure in part of a registered letter with acknowledgment of receipt notifying the failure and without prejudice to any damages to which the party who initiated the termination may claim. Upon early resolution to the initiative of the Customer, any fees paid by the latter remain the property of the Company and royalties accruing until the contract will be immediately due and must be paid by the Client within 15 days the effective date of termination. Upon termination of these contractual relationships and, for any reason, Licensee agrees to either return to Licensor within 15 days of the end of the contractual relationship, all the components of the Software, including media and any copies that have been made, guaranteeing writing all of this discount, or to provide in writing, a certificate stating the destruction of the Software, its supports and all copies that could be made. In case of non-compliance of the Customer with the requirements of clause “Audit”, the Company has a right of unilateral termination. In this case: (i) Licensee shall return to Licensor within 15 days of the end of the contractual relationship, all the components of the Software, including carriers and any copies that have been made, whilst ensuring wrote all of this rebate; (ii) all fees paid by the latter remain the property of the Company and royalties accruing until the contract will be immediately due and must be paid by the Client within 15 days of the date on which termination takes effect and (iii) that, without prejudice to any damages that AntemetA may claim.

  1. Confidentiality

Information about the Customer or on its business in which the Company becomes aware during its mission will be strictly confidential and may be disclosed and / or shared with third parties without the prior written permission of the party except that disclosure or communication requires the Company pursuant to Articles 434-1 and 434-3 of the Penal Code.

  1. Applicable law and jurisdiction

THESE CONDITIONS ARE GOVERNED, INTERPRETED AND APPLIED IN ACCORDANCE WITH FRENCH LAW. ANY DISPUTE ARISING OR RELATING TO THE EXECUTION OF THIS AGREEMENT IS SUBJECT TO VERSAILLES COMMERCIAL COURT.

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