General terms and conditions of sale

This English version is a translation provided for convenience only. In the event of any discrepancy, the French version prevails (see clause 24.4).

1. Seller

These general terms and conditions of sale (the “Terms”) are offered by:

• Morgan Sanchez EI (sole trader, entrepreneur individuel), registered name “MONSIEUR MORGAN SANCHEZ”, trading under the name Halyx;
• registered with the French National Business Register (Registre national des entreprises, RNE);
• address: 142 rue de Rivoli, 75001 Paris, France;
• SIREN 852 341 536 — SIRET 852 341 536 00021;
• EU VAT number: FR54852341536;
• email: contact@halyxapp.com.

This email address is the single point of contact for any question: orders, support, withdrawal, cancellation, guarantees, complaints and personal data.

In these Terms, the seller is referred to as “Halyx”, “we” or “us”.

2. Definitions

• Customer: the person who takes out a subscription or redeems a gift code.
• Consumer: a Customer who is a natural person acting for purposes outside their trade, business, craft, profession or farming activity.
• Non-professional: a Customer that is a legal person not acting for professional purposes (for example an association, an amateur theatre company or a local festival committee).
• Business Customer: a Customer acting for the purposes of their professional activity.
• Software: the Halyx lighting control software, installed by the Customer on their computer. It can also be operated from a web browser, on another device on the same local network.
• Account: the Customer's Halyx account, identified by their email address.
• Licence: the right, attached to the Account, to use the live output of the Software according to the chosen plan.
• Subscription: the paid contract, monthly or annual, that provides a Licence.
• Machine: a computer on which the Software is installed and activated with the Customer's Account.
• Universe: a set of 512 DMX channels.
• Live output: the sending of control data to the fixtures, through an interface or over the network (Art-Net, sACN).
• Period: the prepaid term of the Subscription (one month or one year).

3. Purpose and scope

3.1. These Terms govern the distance sale of Halyx Subscriptions and the redemption of gift codes. They apply to Consumers, Non-professionals and Business Customers, in France and abroad. Some clauses apply only to some of them; they say so.

3.2. The Customer accepts these Terms by ticking the box provided before paying. The applicable version is the one in force on the date of the order. It is attached, in PDF format, to the order confirmation email (clause 6.4), together with the withdrawal form (Appendix 1).

3.3. Use of the Software is also governed by the end-user licence, accepted when the Account is created, and by the privacy policy. These documents, like these Terms, are available at any time in the Software (Settings › Legal documents).

In the event of a conflict regarding the sale (price, payment, term, cancellation, withdrawal, guarantees), these Terms prevail.

3.4. A Business Customer's own terms and conditions do not apply, unless Halyx agrees in writing.

3.5. Where Halyx is sold.

• In the European Union, Halyx is sold to Consumers, Non-professionals and Business Customers.
• Outside the European Union, Halyx is sold only to Business Customers, who enter their business VAT or tax identification number on the payment page.
• An order placed with a billing address outside the European Union and without this number is cancelled and refunded in full, with a credit note. No Licence is granted. The Software informs the Customer.
• For sales purposes, the French outermost regions (Réunion, Guadeloupe, Martinique, French Guiana, Mayotte and Saint-Martin) and the Åland Islands are treated as outside the European Union: Halyx is sold there only to Business Customers.

4. The Software and the plans

4.1 Use without a Licence

The Software can be installed and used free of charge, without a Licence, in demo mode. All its features work, except live output. The Customer can therefore try it before any purchase. The built-in visualiser never requires a Licence.

4.2 Plans

Each plan is available as a monthly or annual Subscription.

4.3 Machines

4.3.1. A Subscription covers the number of Machines chosen when ordering (the “quantity”), from 1 to 50. The price is multiplied by that number.

4.3.2. The Licence follows the signed-in Account. A Machine is activated from the Software, with the Customer's Account. The Customer may release a Machine at any time, from the Account screen or by signing out of the Software: it immediately returns to demo mode, without live output. Its seat on the Licence, however, only comes back at the end of the offline authorisation that Machine already holds (clause 4.5.2), plus 72 hours: a Machine left offline could use it until then. To reuse a seat sooner (activate another Machine at once, or transfer the Licence), the Customer has 3 early releases per rolling period of 30 days, sign-outs, releases and transfers combined; signing out and back in on the same Machine uses none. Beyond that, or if a Machine is lost, stolen or broken, support can release a seat after verification, on request by e-mail.

4.4 Counting Universes

4.4.1. A Universe counts if it has at least one patched fixture and a route to a live output.

4.4.2. A plan of N Universes always unlocks the Software's Universes 1 to N (Solo: Universes 1 and 2). In the Outputs screen, the Customer chooses on which ports of their nodes each Universe is output; a Universe sent to several ports counts once. A Universe used beyond N is not output: it remains visible in the visualiser only, and the Software reports this. Patching a fixture on such a Universe never interrupts a Universe already being output.

4.5 Internet connection and technical protection

4.5.1. Creating the Account, activating a Machine, purchasing, managing the Subscription and redeeming a gift code require an Internet connection.

4.5.2. The Licence is stored on the Machine as a signed authorisation, tied to that Machine and valid for no more than 7 days. For a Subscription, it never lasts beyond the end of the paid period plus 7 days. It is renewed automatically when the Machine is online, with the Customer's Account. The Software therefore works offline, but the Machine must go online, with the Customer's Account, at least once every 7 days (and, at the end of a Subscription period, once the renewal is paid) to keep live output.

Exceptions: the authorisation is valid for no more than 3 days during a free trial (clause 8), during the withdrawal period of a Subscription (clause 13.1.2), and while a Subscription payment is pending. The Machine must then go online at least once every 3 days. The 7-day duration applies from the first renewal after the end of the withdrawal period. A business purchase, which carries no withdrawal period (clause 13.1.4), is entitled to the 7 days from payment. While a payment is pending, no new Machine can be activated, and an increase of the plan or of the number of Machines only applies once paid.

4.5.3. The Software checks the Machine's time. If the clock is set back, the Licence is ignored until the next online renewal.

4.5.4. When the Customer's rights increase (purchase, gift code), they apply immediately. When they decrease (end of Licence, Machine released, change of plan), they apply at the next restart of the Software following their online check; the Software indicates that a restart will change the rights. Exceptions:

• signing out of the Account (clause 4.3.2) and deleting the Account (clause 11.2) immediately remove the Licence from the Machine on which this is done;
• the Machine's authorisation (clause 4.5.2) never lasts beyond the end of the Licence known when it is issued or renewed, in particular the end of a trial, of a gift code or of a cancelled Subscription. A Licence that ends earlier after that renewal (cancellation, revocation, failed payment, Account deleted from another Machine) leaves the authorisation already issued running until it expires. When it has expired without being renewed, the Software reports it and live output continues for 72 hours; after that, it returns to demo mode, even without a restart.

4.6 System requirements and compatibility

The Software is supplied for Windows. Before ordering, the Customer checks that their computer, interfaces and fixtures are suitable. The unlicensed mode (clause 4.1) allows them to test this free of charge.

The Software saves its data (shows, backup copies, settings, account and licence) on the computer, in the Windows user's folder (%LOCALAPPDATA%\Halyx). Control from other devices and the discovery of network interfaces require Windows Firewall to allow Halyx on the network in use, including on a network classified as “public”; the Software reports when this is not the case and explains what to do.

5. Prices

5.1 Base prices

Price per Machine:

The prices including all taxes in this table include French VAT at 20%. For a Consumer or a Non-professional in another European Union country, the price including taxes includes the VAT of their country: it may therefore be different.

5.2 Display

5.2.1. In the Software, for a European Union country, each price is displayed including all taxes, with the VAT of that country, alongside the price excluding taxes. If the price including taxes cannot be calculated at that moment, no price is displayed and ordering is not offered: the Software says so and lets the Customer try again.

5.2.2. For a country outside the European Union, where sales are reserved for Business Customers (clause 3.5), prices are displayed excluding taxes.

5.2.3. A Business Customer enters their VAT number, or their tax identification number outside the European Union, on the payment page.

5.2.4. The total price payable, including taxes, is always displayed on the payment page, before the order is confirmed.

5.3 Taxes

5.3.1. VAT, or the equivalent tax, is calculated by our payment provider according to the Customer's country and status.

5.3.2. A Business Customer established in another European Union country who provides a valid VAT number is invoiced excluding VAT. The invoice bears the mention “Reverse charge”: the Customer declares and pays the VAT in their own country.

5.3.3. A Business Customer established outside the European Union (clause 3.5) is invoiced excluding taxes: they declare and pay any taxes due in their own country.

5.4 Currencies

5.4.1. The prices in clause 5.1 are set in euros. For some countries outside the European Union, where sales are reserved for Business Customers, prices are also set, separately, in US dollars and in pounds sterling. These are not conversions: they do not follow the exchange rate.

Price per Machine, excluding taxes:

5.4.2. In other countries, the payment page may offer the price converted into the local currency by our payment provider. The conversion rate then includes a conversion fee of 2 to 4%, paid by the Customer. The Customer can always choose to pay in euros, without this fee.

5.4.3. The currency and the final amount are displayed before confirmation. Any refund is made in the currency paid. Any fees charged by the Customer's bank remain payable by the Customer.

5.5 Promotional codes

The payment page does not accept promotional codes.

5.6 Price changes

5.6.1. Halyx may change its prices. A new price never applies to the current Period.

5.6.2. A subscribed Customer is notified by email at least 30 days before the Period in which the new price applies. If they refuse the new price, they may cancel before that Period, free of charge (clause 11).

6. Ordering

6.1. To order, the Customer creates an Account and confirms their email address with a code.

6.2. The ordering process is as follows:

1. in the Software, on the Account screen, the Customer chooses a plan, the billing period (monthly or annual) and the number of Machines;
2. they accept these Terms, by ticking the box provided for this purpose, which is never pre-ticked (clause 3.2);
3. they expressly request that the Subscription start as soon as they pay, by ticking another box, which is never pre-ticked either (clause 13.3);
4. they are redirected to the secure payment page of our payment provider;
5. they check the summary (plan, quantity, billing period, price, taxes, total) and can correct it or go back;
6. they enter their billing address and, where applicable, their VAT or tax identification number;
7. they place the order with an obligation to pay by clicking the “Pay and subscribe” button; the text placed just above this button states that by clicking, they place an order with an obligation to pay.

6.3. The contract is concluded when payment is confirmed. The Licence is then activated.

6.4. Halyx sends the Customer an order confirmation by email. It sets out the plan, the price, the Period and, for a Consumer, their request for immediate start. The accepted Terms, in PDF format, and the withdrawal form (Appendix 1) are attached to this email. If these Terms have changed between their acceptance and the sending of this email, the email attaches the version in force and says so; Halyx then sends the accepted version upon simple request by email.

6.5. The Customer must be of legal age and have the capacity to contract, or act with the consent of their legal representative.

6.6. The Customer warrants that the information provided is accurate. A Customer who provides a VAT or tax identification number confirms that they are acting for the purposes of their professional activity: their order is a business purchase. The same applies to an order placed with a billing address outside the European Union, where Halyx is sold only to Business Customers (clause 3.5).

7. Payment

7.1. Payment is handled by our payment provider, Stripe (Stripe Payments Europe, Limited, Ireland). Halyx neither receives nor stores card numbers.

7.2. The accepted payment methods are those offered on the payment page.

7.3. The Subscription is paid in advance, at the start of each Period. The Customer authorises Halyx to charge each Period to the saved payment method, until cancellation.

7.4. Invoices are available in the subscription management area (“Manage my subscription and invoices” button on the Account screen). There, the Customer can change their payment method, billing address and VAT number.

7.5. Every refund (withdrawal, order cancelled under clause 3.5, goodwill gesture) gives rise to a credit note, linked to the refunded invoice, which states the amount returned and the corresponding VAT.

7.6. Business Customers only: any amount not paid by the due date automatically bears late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, together with a fixed indemnity of €40 for recovery costs (articles L. 441-10 and D. 441-5 of the French Commercial Code). No discount is granted for early payment.

8. Free trial

8.1. A free 14-day trial of the Solo plan is offered, with no card or other payment method required.

8.2. The trial is granted only once per Account and only once per Machine, to an Account that has never had a Licence.

8.3. At the end of the trial, the Software returns to unlicensed mode (clauses 4.1 and 11.4). Nothing is charged. The trial never turns into a paid Subscription without an order from the Customer.

8.4. If the Customer takes out a Subscription during the trial, the trial ends and the Subscription starts. The remaining trial days are not added to the Subscription. In the event of withdrawal, the trial resumes if it has not ended (clause 13.4.2).

9. Term and renewal

9.1. The Subscription is concluded for a Period of one month or one year, starting from the order.

9.2. It is renewed automatically, for a Period of the same length, at the same price (unless a change has been announced under clause 5.6), until the Customer cancels it.

9.3. Annual Subscription of a Consumer or a Non-professional: Halyx informs the Customer, by a dedicated email sent no earlier than three months and no later than one month before the end of the Period, that they may choose not to renew the Subscription. This email states, in a clearly visible box, the deadline for cancelling. This reminder is required by article L. 215-1 of the French Consumer Code, whose text is reproduced in Appendix 2.

9.4. The monthly Subscription can be cancelled at any time, effective at the end of the current month (clause 11).

10. Change of plan and quantity

10.1. The Customer can change plan, billing period or number of Machines from the subscription management area.

10.2. Upgrade (higher plan or additional Machines): it applies immediately. The price difference, calculated pro rata for the time remaining in the Period, is invoiced and charged immediately.

10.3. Downgrade (lower plan or fewer Machines): it applies at the end of the current Period. There is no refund for the current Period.

10.4. If the number of activated Machines exceeds the new quantity, the Customer chooses which Machines to release: they release them themselves, before the downgrade takes effect, from the Account screen (“Licence and computers” tab), within the limit of clause 4.3.2. Failing that, on that date, the Machines that went online least recently are released, without counting towards that limit. A released Machine returns to unlicensed mode at its next restart (clause 4.5.4).

11. Cancellation and termination

11.1 By the Customer

11.1.1. The Customer can cancel their Subscription at any time, free of charge:

• online, from the Account screen of the Software, using the “Cancel my subscription” button: the Customer checks the summary of the Subscription, then confirms the cancellation;
• or from the subscription management area (“Manage my subscription and invoices” button);
• or by email to contact@halyxapp.com, stating the email address of their Account;
• or by post to the address in clause 1.

This option is owed in particular to Consumers and Non-professionals (articles L. 215-1-1 and L. 215-3 of the French Consumer Code, reproduced in Appendix 2); Halyx offers it to all its Customers.

11.1.2. Cancellation takes effect at the end of the current Period. The Customer keeps their Licence until that date. The current Period is not refunded, except where the right of withdrawal is exercised (clause 13), a legal guarantee is invoked (clause 14) or in the cases provided for by article L. 215-1 of the French Consumer Code (Appendix 2).

11.1.3. Halyx confirms the cancellation by email, with the end date of the Subscription and its effects.

11.1.4. Until the Period has ended, the Customer can undo their cancellation from the Account screen or the subscription management area.

11.2 Account deletion

The Customer can delete their Account from the Account screen. Deletion immediately ends the Subscription and the Licence: the Machine from which the Account is deleted immediately returns to demo mode, and the Account's other Machines no later than 72 hours after their authorisation expires (clause 4.5.4). The time remaining in the Period is not refunded, except where the right of withdrawal is exercised or a legal guarantee is invoked. The Software warns the Customer of this before they confirm the deletion. A Customer who wishes to keep their Licence until the end of the Period first cancels their Subscription (clause 11.1), then deletes their Account once the Period has ended.

11.3 By Halyx

11.3.1. Halyx may terminate the Subscription if the Customer seriously breaches their obligations, in particular: circumvention or attempted circumvention of the Licence protection, unauthorised resale, payment fraud. Except in an emergency or in case of fraud, Halyx first sends a formal notice by email, which must have remained without effect for 15 days.

11.3.2. Full refund or bank dispute.

• If a payment is refunded in full, in particular at the Customer's request under a legal guarantee, the Subscription ends and the Licence is withdrawn. A full refund of only the price difference of an upgrade (clause 10.2) does not end it when the current Period remains paid otherwise.
• If the Customer disputes a payment with their bank (chargeback), the Subscription ends and the Licence is withdrawn. Halyx informs the Customer by email, stating the reason. If the dispute is withdrawn, or if it is decided in Halyx's favour (the payment remains with Halyx), Halyx grants the Customer, upon simple request by email, a Licence for the same plan for the time that remained in the paid Period.
• Withdrawal of the Licence takes effect under the conditions of clause 11.4.

11.3.3. If Halyx stops selling the Software, it notifies subscribers at least 3 months in advance and refunds the price of Periods paid for and not yet started, as well as the time remaining in the current Period.

11.4 Effects of the end of the Subscription

At the end of the Subscription, the Software returns to unlicensed mode (clause 4.1) at its next restart, and at the latest 72 hours after the Machine's authorisation expires (clause 4.5.4). Apart from this last case, the Software is designed not to reduce live output while it is running. The Customer's shows remain on their Machine. They are neither erased nor locked.

12. Failed payments

12.1. If a charge fails, the Customer is notified by email. Further payment attempts are made during a retry period.

12.2. During the retries, the Customer keeps their Licence. They can update their payment method at any time in the subscription management area.

12.3. If payment has still not succeeded at the end of the retries, the Licence expires, with the effects set out in clause 11.4. Depending on the case, the Subscription ends, or it remains suspended: the Customer can then pay the outstanding invoice in the subscription management area, which gives them back their Licence; until it is paid, they cannot take out a new Subscription.

13. Right of withdrawal (Consumers)

13.1 Principle and time limit

13.1.1. The Consumer has 14 days to withdraw, without giving any reason and without penalty (article L. 221-18 of the French Consumer Code).

13.1.2. The period runs from the conclusion of the contract, that is, when the first payment for the Subscription is confirmed. It expires at the end of the fourteenth day following that day. If it expires on a Saturday, a Sunday or a public holiday, it is extended until the end of the next working day.

13.1.3. For a gift code (clause 20), the Customer pays no price: there is no withdrawal.

13.1.4. The right of withdrawal does not apply to Business Customers. An order placed with a recognised VAT or tax identification number (verified with the tax authority's service, when that number can be verified), or with a billing address outside the European Union, is a business purchase (clause 6.6): the online withdrawal function is then not offered. The buyer's status is set at the time of the order: a number added afterwards does not take any right away from a Consumer.

13.2 Exercise

13.2.1. To withdraw, the Consumer informs Halyx of their decision before the end of the period, by an unambiguous statement:

• online, from the Account screen of the Software, using the “Withdraw from the contract here” (« Renoncer au contrat ici ») button, available throughout the withdrawal period: the “Use my right of withdrawal” window shows the Subscription concerned and the email address of their Account, to which the acknowledgement of receipt is sent; the Consumer confirms the withdrawal with the “Confirm withdrawal” (« Confirmer la rétractation ») button, then the Software shows the amount refunded;
• or by email to contact@halyxapp.com;
• or by post to the address in clause 1.

They may use the form in Appendix 1, but are not required to.

13.2.2. Halyx acknowledges receipt of the withdrawal without delay, by email. This acknowledgement of receipt sets out the content of the statement and the date and time it was sent.

13.3 Immediate start of the Subscription

13.3.1. The Licence is activated on payment: the Software works straight away. For this reason, when ordering, the Consumer expressly requests, by ticking a box separate from the acceptance of these Terms, that the Subscription start before the end of the withdrawal period. This request is required in order to place an order.

13.3.2. This request does not cause them to lose their right of withdrawal. During the 14 days, they can still withdraw.

13.3.3. In the event of withdrawal after an immediate start, the Consumer pays only for the part of the Subscription provided up to the date on which they informed Halyx of their withdrawal. This part is calculated pro rata to the days begun, including the day of the statement, over the length of the Period; each day counts 24 hours from the time at which the Period began (a statement made less than 24 hours after that start therefore counts as one day). Example: 30-day monthly Subscription, withdrawal on day 6: 6/30 of the price remains due, 24/30 is refunded. The same applies to an upgrade of plan or quantity paid during the withdrawal period.

13.4 Refund

13.4.1. Halyx refunds the amounts owed to the Consumer no later than 14 days after being informed of their withdrawal, using the same payment method as the one used for the order, unless the Consumer expressly agrees to another method. This refund is free of charge for the Consumer. It gives rise to a credit note (clause 7.5).

13.4.2. Withdrawal ends the Subscription and the Licence, with the effects set out in clause 11.4. If the Subscription had replaced a free trial or a Licence obtained with a gift code (clauses 8.4 and 20.5), that Licence resumes until its original end date, if that date has not passed.

14. Legal guarantees (Consumers)

14.1. Halyx is liable for lack of conformity of the Software and the service, under the conditions of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code, and under the guarantee against hidden defects (articles 1641 to 1649 of the French Civil Code).

14.2. To invoke a guarantee, the Consumer contacts Halyx: Morgan Sanchez EI, 142 rue de Rivoli, 75001 Paris, France; email contact@halyxapp.com. They describe the defect found and, if possible, the version of the Software and its configuration.

14.3. Information box on the legal guarantees:

Legal guarantee of conformity for digital content and digital services

The consumer is entitled to invoke the legal guarantee of conformity if a lack of conformity appears at any time during the term of the subscription (periods of one month or one year, including renewals), from the supply of the digital content or digital service. During this period, the consumer only has to establish the existence of the lack of conformity and not the date on which it appeared.

The legal guarantee of conformity entails an obligation to supply all updates necessary to keep the digital content or digital service in conformity throughout the term of the subscription (periods of one month or one year, including renewals).

The legal guarantee of conformity entitles the consumer to have the digital content or digital service brought into conformity without undue delay following their request, free of charge and without significant inconvenience to them.

The consumer may obtain a price reduction while keeping the digital content or digital service, or may terminate the contract and obtain a full refund in exchange for giving up the digital content or digital service, if:

1° The trader refuses to bring the digital content or digital service into conformity;

2° Bringing the digital content or digital service into conformity is unjustifiably delayed;

3° The digital content or digital service cannot be brought into conformity without costs being imposed on the consumer;

4° Bringing the digital content or digital service into conformity causes significant inconvenience to the consumer;

5° The lack of conformity of the digital content or digital service persists despite the trader's unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to termination of the contract where the lack of conformity is so serious that it justifies an immediate price reduction or termination. The consumer is then not required to request that the digital content or digital service be brought into conformity first.

Where the lack of conformity is minor, the consumer is entitled to cancel the contract only if the contract does not provide for the payment of a price.

Any period during which the digital content or digital service is unavailable in order to be brought back into conformity suspends the remaining guarantee period until the digital content or digital service is supplied in conformity again.

These rights result from the application of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

A trader who, in bad faith, obstructs the implementation of the legal guarantee of conformity is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of average annual turnover (article L. 242-18-1 of the French Consumer Code).

The consumer also benefits from the legal guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code, for a period of two years from the discovery of the defect. This guarantee entitles the consumer to a price reduction if the digital content or digital service is kept, or to a full refund in exchange for giving up the digital content or digital service.

14.4. Business Customers: the guarantees in clauses 14.1 to 14.3 do not apply to Business Customers. Halyx undertakes to them to correct, within a reasonable time, reported reproducible defects that prevent use in accordance with the documentation. This is their sole remedy as regards conformity, to the extent permitted by law.

15. Updates and support

15.1. Updates supplied:

• updates necessary for conformity: during the Subscription, or during the term of a Licence obtained with a gift code, Halyx supplies the updates necessary to keep the Software in conformity, including security updates, under the legal guarantee (clause 14; article L. 224-25-25 of the French Consumer Code);
• security updates: they are free and downloadable by all users, with or without an active Subscription, throughout the support period stated in the security policy (Settings › Legal documents).

Halyx informs the Customer of available updates and states what each one changes. When the computer on which Halyx is installed is connected to the Internet, the Software regularly checks whether a new version exists and announces it, with what is new. Halyx may also inform the Customer by email. This check sends neither the Customer's account, nor any identifier, nor the content of their shows; it is described in the privacy policy (Settings › Legal documents).

15.2. The Customer installs the updates offered, at the time of their choosing. No update is installed without their agreement, so that a show is never interrupted. They install it in one click, from the computer on which Halyx is installed: the current show is saved, then the Software restarts in its new version; the live output stops during those few seconds. If this installation is not possible on the Customer's computer (for example, without sufficient permissions), the Software offers to download the new version so that they can install it themselves.

Before any installation, the Software checks the electronic signature of the update: it refuses a file that does not come from Halyx or that has been altered.

Without an Internet connection, the Software keeps working normally: checking for and installing updates simply wait until the connection is back. The Licence follows its own rules (clause 4.5).

If the Customer does not install, within a reasonable time, an update that Halyx has supplied while informing them of the consequences of not installing it, Halyx is not liable for the lack of conformity resulting solely from that failure to install.

15.3. Halyx may develop the Software beyond what is necessary for its conformity, for the following valid reasons: improvement of features, compatibility with systems, interfaces and fixtures, security, changes in regulations, or replacement of a third-party service. For the Consumer, these changes comply with article L. 224-25-26 of the French Consumer Code:

• they are supplied at no additional cost;
• the Consumer is informed clearly and comprehensibly, reasonably in advance and on a durable medium (an email), of the change and its date;
• if the change has a negative impact on their access to or use of the Software, they are also informed that they may refuse it or uninstall it;
• if they refuse such a change, they may terminate the contract with a refund (“termination for non-conformity”), as of right and free of charge, within 30 days of receiving this information or, if later, of the date of the change. The price of the time remaining in the paid Period is then refunded to them.

This right of termination does not exist if the negative impact is minor, or if Halyx allows the Consumer to keep the Software without the change, still in conformity, free of charge.

15.4. Support is provided by email at contact@halyxapp.com, in French or English, on working days. Without prejudice to the legal guarantees in clause 14, no response time or service availability is guaranteed, unless agreed in writing.

16. Liability

16.1 Show software

16.1.1. Halyx is a lighting control tool, often used live. A hardware, network, power or software failure may occur during a show.

16.1.2. The Customer remains responsible for their installation and for the safety of their show. In particular, it is their responsibility:

• to test their installation and their show before each performance;
• to keep an appropriate backup plan (backup console or machine, safety lighting state, backups of their shows);
• to comply with the safety rules of the venues and equipment (fixtures, effects, rigging);
• to keep a sufficient Internet connection to renew the Licence (clause 4.5).

16.1.3. Business Customers only: Halyx does not warrant that the Software will operate without interruption or error, or that it will be fit for a particular purpose not described in its documentation. Consumers benefit from the legal guarantees in clause 14.

16.1.4. The Software must not be used to control equipment whose failure alone could cause personal injury (for example, safety or emergency lighting, or pyrotechnic effects without an independent safety device).

16.2 Towards Business Customers

To the extent permitted by law:

• Halyx is liable only for direct and foreseeable damage caused by its fault;
• Halyx is not liable for indirect damage, in particular loss of takings, turnover or fees, cancellation or postponement of a show, or damage to reputation;
• Halyx's total liability is limited to the amount paid by the Customer for the Subscription during the 12 months preceding the event giving rise to liability; if that amount is lower than the annual price, excluding taxes, of the plan concerned, in force on that date, the limit is that annual price.

These limits do not apply in the event of gross negligence or wilful misconduct, or to personal injury.

16.3 Towards Consumers

No clause of these Terms limits or excludes the rights that the Consumer has under the law, in particular their right to compensation if Halyx fails to perform its obligations. Halyx's liability may be reduced or excluded to the extent that the damage results from a fault of the Consumer, from the unforeseeable and insurmountable act of a third party or from force majeure.

16.4 Third-party services

Payment, accounts and the sending of emails rely on service providers (clause 18). Halyx chooses well-established providers, but does not control their availability. An outage on their side does not interrupt the live output of a Machine that is already activated, as long as its authorisation is valid (clause 4.5.2).

17. Force majeure

Neither party is liable for a failure caused by force majeure, within the meaning of article 1218 of the French Civil Code. The affected party notifies the other as soon as possible. If the impediment lasts more than 30 days, either party may terminate the Subscription by email; the Customer is then refunded for the time remaining in the paid Period.

18. Personal data

Halyx processes the Customer's personal data (account, licences, machines, payment and billing, and error reports) as explained in its privacy policy, available in the Software (Settings › Legal documents). There the Customer will find the purposes, retention periods, service providers, transfers outside the European Union and their rights, which they exercise by email to contact@halyxapp.com.

The Customer's shows remain on their Machine (clause 4.6). They are not sent to Halyx.

19. Intellectual property

The Software remains the property of its publisher, Morgan Sanchez EI. The Subscription grants a non-exclusive, non-transferable right of use, for the term of the Licence, under the conditions of the end-user licence. It does not transfer any ownership rights.

20. Gift codes

20.1. A gift code has the form HALYX-XXXX-XXXX-XXXX. It grants a Licence for a given plan, for a duration and a number of Machines stated with the code.

20.2. The code is redeemed in the Software, on the Account screen, under “I have a gift code”. It can be used only once. It may have a redemption deadline, stated with the code.

20.3. A code cannot be redeemed when the Account already has an active Subscription or Licence, except a free trial: the trial then ends and is replaced by the Licence of the code.

20.4. At the end of the code's duration, the Software returns to unlicensed mode (clause 11.4). Nothing is charged and no Subscription starts without an order from the Customer. A code “with no end date” remains valid for as long as Halyx operates the Software.

20.5. If the Customer takes out a Subscription while a Licence obtained with a gift code is active, that Licence ends permanently when the Subscription is activated, even if time remained on it or it had no end date. It does not resume at the end of the Subscription, except on withdrawal: it then resumes until its original end date, if that date has not passed (clause 13.4.2). The Software warns the Customer of this before payment.

20.6. A code cannot be exchanged for cash, refunded or resold. A code that is lost or used by a third party is not replaced, unless Halyx is at fault.

20.7. Halyx may cancel a code obtained fraudulently or published without authorisation, as long as it has not been redeemed by a Customer acting in good faith.

21. Changes to these Terms

21.1. Halyx may change these Terms. The version in force is available in the Software (Settings › Legal documents), with its version number and date.

21.2. The new Terms apply to new orders. For an ongoing Subscription, they apply from the next Period. The Customer is notified by email at least 30 days in advance. If they refuse them, they may cancel free of charge before that Period begins.

21.3. A change required by law applies on the date set by law.

22. Complaints

22.1. Any complaint must first be sent in writing to Halyx: by email to contact@halyxapp.com or by post to the address in clause 1. The Customer states the email address of their Account and describes their request.

22.2. Halyx acknowledges receipt within 7 days and responds on the merits within no more than 30 days.

22.3. This amicable procedure does not deprive the Customer of their right to bring the matter before the competent court (clause 23).

23. Governing law and jurisdiction

23.1. These Terms are governed by French law.

23.2. Consumers: this choice does not deprive the Consumer of the protection of the mandatory rules of the law of the country in which they have their habitual residence, where that law applies (Regulation (EC) No. 593/2008, known as “Rome I”). Failing an amicable settlement, the Consumer may bring proceedings, at their choice, before one of the courts having jurisdiction under the French Code of Civil Procedure or before the court of the place where they lived when the contract was concluded (article R. 631-3 of the French Consumer Code). They may be sued only before the court of their place of residence, where the law so provides.

23.3. Business Customers: failing an amicable settlement, if the Customer and Halyx both have the status of trader (commerçant), any dispute relating to the formation, performance or termination of the contract falls within the exclusive jurisdiction of the Paris Economic Activities Court (Tribunal des activités économiques de Paris). Otherwise, the statutory rules on jurisdiction apply.

24. Miscellaneous

24.1. Evidence: the computer records of Halyx and of its service providers (orders, payments, acceptance of these Terms, emails) are deemed authentic unless proven otherwise.

24.2. Partial invalidity: if a clause is declared invalid, the other clauses remain in force.

24.3. No waiver: failure to rely on a clause does not constitute a waiver of the right to rely on it later.

24.4. Language: these Terms are drawn up in French. A translation may be provided; in the event of any discrepancy, the French version prevails, unless a mandatory rule protecting the Consumer provides otherwise.

24.5. Archiving: the order and the accepted version of these Terms are sent to the Customer by email (clause 6.4). Halyx keeps them for the entire term of the Subscription and for 10 years after it ends (article L. 213-1 of the French Consumer Code), including after the Account has been deleted. The Customer can access them at any time, upon simple request by email.

25. History

Appendix 1 — Withdrawal form

(Complete and return this form only if you wish to withdraw from the contract. You may also use the online withdrawal function of the Software or any other unambiguous statement.)

For the attention of Morgan Sanchez EI (Halyx), 142 rue de Rivoli, 75001 Paris, France — email: contact@halyxapp.com

I hereby give notice that I withdraw from the contract for the provision of the following service:

• Halyx Subscription (plan, billing period): …
• Ordered on: …
• Account email address: …
• Name of consumer: …
• Address of consumer: …
• Signature of consumer (only if this form is notified on paper): …
• Date: …

Appendix 2 — Renewal and cancellation of service contracts (statutory text)

Pursuant to article L. 215-4 of the French Consumer Code, articles L. 215-1 to L. 215-3 and L. 241-3 of that code are reproduced below, as in force on the date of these Terms. The translation is provided for information only; the authentic text is the French text reproduced in Appendix 2 of the French version of these Terms.

Article L. 215-1

For contracts for the provision of services concluded for a fixed term with a tacit renewal clause, the trader providing the services informs the consumer in writing, by a dedicated personal letter or email, no earlier than three months and no later than one month before the end of the period during which renewal may be rejected, of the possibility of not renewing the contract concluded with a tacit renewal clause. This information, given in clear and comprehensible terms, states, in a clearly visible box, the deadline for non-renewal.

Where this information has not been sent to the consumer in accordance with the first paragraph, the consumer may terminate the contract free of charge, at any time from the renewal date.

In that case, advance payments made after the last renewal date or, for contracts of indefinite duration, after the date on which the initial fixed-term contract was converted, are refunded within thirty days of the termination date, after deduction of the amounts corresponding to the performance of the contract up to that date.

The provisions of this article apply without prejudice to those that legally subject certain contracts to specific rules concerning consumer information.

By way of exception to the first paragraph of this article, for contracts for the supply of a television service within the meaning of article 2 of Law No. 86-1067 of 30 September 1986 on freedom of communication and for contracts for the supply of on-demand audiovisual media services, the consumer may terminate the contract free of charge, at any time from the first renewal, if they move home or if their tax household changes.

Article L. 215-1-1

Where a contract has been concluded electronically, or has been concluded by other means and the trader, on the day the consumer terminates it, offers the consumer the possibility of concluding contracts electronically, termination is made possible by that means.

To this end, the trader makes available to the consumer a free function enabling the notification and the steps necessary to terminate the contract to be completed electronically. When the consumer gives notice of termination of the contract, the trader confirms receipt of the notification and informs the consumer, on a durable medium and within a reasonable time, of the date on which the contract ends and of the effects of termination.

A decree sets out in particular the technical arrangements to ensure the identification of the consumer and easy, direct and permanent access to the function mentioned in the second paragraph, such as how it is presented and used. It determines the information to be provided by the consumer.

Article L. 215-2

The provisions of this chapter, with the exception of article L. 215-1-1, do not apply to operators of drinking water and sanitation services.

Article L. 215-3

The provisions of this chapter also apply to contracts concluded between traders and non-professionals.

Article L. 241-3

Where the trader has not made the refund under the conditions provided for in article L. 215-1, the amounts due bear interest at the statutory rate.