Terms and Conditions

1. Purpose and scope

These Terms and Conditions (“Terms”) govern all commercial relations between Antesis Group LLC (the “Seller” or “Antesis”) and any business customer (the “Customer”) regarding the sale of licenses for the Antesis Copy Service (ACS) software and related services.

These Terms apply exclusively to B2B sales between businesses, to the exclusion of any sale to consumers (B2C).

Any order placed with Antesis implies unconditional acceptance of these Terms.

2. Seller identification

Antesis Group LLC

• US limited liability company
• Organized under the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74)
• Secretary of State of New Mexico Filing Number: 0002385875
• Business ID: 7371110
• EIN (IRS): 38-4285415
• Effective date: September 21, 2023
• Duration: perpetual
• Registered office: 2201 Menaul Blvd NE, Suite A, Albuquerque, NM 87107, USA
• Registered Agent: Northwest Registered Agent, Inc.
• Primary activity (NAICS): e-commerce
• Entity type: single-member LLC (disregarded entity)
• Contact email: contact@antesis-copy-service.com
• Website: antesis-copy-service.com

3. ACS software description

Antesis Copy Service (ACS) is a meter-counting and remote meter-monitoring software, enabling automated billing of copies and prints on self-service multifunction devices (MFPs).

Details of features, editions and options are available on /features and /pricing, or on request. Antesis reserves the right to update these elements at any time.

4. Order process

The Customer places an order via the online form at /pricing. The Customer selects:

• The number of machine licenses (one license per physical machine)
• The desired edition
• Any options offered at the time of order

An order is validly formed only after:

1. The Customer provides full company details (legal name, address, EU intracom VAT number for EU customers)
2. The Customer expressly accepts these Terms by checking the relevant box
3. Antesis receives the validated form

Antesis reserves the right to refuse an order on legitimate grounds, including the absence of a valid VAT number for an EU-based customer.

5. License of use

5.1. License characteristics

Each ACS license is:

• Perpetual: once acquired, the license does not expire
• Tied to a physical machine serial number (the copier or printer)
• Non-transferable to another machine without prior written consent of Antesis
• Personal to the Customer: resale, leasing or transfer of the license is prohibited

5.2. Rights granted

Antesis grants the Customer a non-exclusive, non-transferable right of use, limited to the designated machine, for its own business needs.

5.3. Use restrictions

The Customer agrees not to:

• Decompile, disassemble, or reverse-engineer the software
• Modify, adapt, translate, or create derivative works
• Sublicense, lease, lend or redistribute the software
• Use the software on a machine not covered by an active license
• Bypass license-validation mechanisms

6. Pricing and payment terms

6.1. Pricing

Current prices are listed at antesis-copy-service.com/pricing or available on request at contact@antesis-copy-service.com. All prices are quoted excluding tax (Excl. VAT), in euros (EUR).

Antesis reserves the right to change prices, discounts and commercial conditions at any time. The applicable prices are those in force at the time of order.

6.2. Payment methods

Payment is made exclusively by bank transfer to:

• Account holder: Antesis Group LLC
• IBAN: BE12 9678 0611 1792
• BIC/SWIFT: TRWIBEB1XXX
• Bank: Wise — Rue du Trône 100, 3rd floor, 1050 Brussels, Belgium

The Customer must include in the transfer reference their company name and the quote number (in DEV-YYYY-XXXXXX format). Card payment will be available shortly.

6.3. Payment term

Unless otherwise agreed in writing, payment is due upon receipt of the order and before software delivery.

6.4. Currency

Payments are made in euros (EUR). Any currency conversion fees are borne by the Customer.

7. Delivery and setup

The ACS software is delivered electronically. Upon receipt of payment, Antesis emails the Customer:

• The paid invoice
• The software download link
• License activation codes
• Installation instructions

The indicative go-live timeframe is communicated to the Customer after validation of the file, subject to payment terms.

7.1. Setup options

Optional services and add-ons (remote installation, configuration, integration, training, etc.) may be offered by Antesis. The content and pricing of these options are available on the website or on request, and subject to change at any time. Setup, when ordered, is performed remotely by the Antesis team or by a contracted partner; Antesis contacts the Customer to schedule the intervention together.

8. Technical support

Antesis technical support (diagnosis, remote intervention) is offered as paid optional services. The content, volumes, pricing and validity conditions of these services are available on the website or on request, and subject to change at any time.

8.1. Access to support

Antesis technical support is reserved to customers who have subscribed to a support service. No intervention may be initiated without an active subscription.

Support is provided via a ticketing system. When resolution requires it, a remote appointment with an Antesis technician may be scheduled.

8.2. Renewal

The Customer may renew or top-up their subscription at any time at the then-current price. Credits or volumes acquired are non-transferable and non-refundable.

8.3. Scope

Support covers the normal use of the ACS software. It excludes notably:

• Issues related to the Customer's hardware or network environment
• Modifications made by the Customer or a third party to system parameters
• Issues arising during installation when installation has not been ordered as a paid option from Antesis
• Custom developments or evolution requests not covered by the current subscription

In the absence of an active subscription to an Antesis support service, no incident or intervention request will be handled.

9. Intellectual property

The ACS software, its documentation, interfaces, databases and all components are the exclusive property of Antesis Group LLC.

The acquisition of a license does not transfer any intellectual property right. The Customer only acquires a right of use under section 5.

Antesis trademarks, logos, trade names and any distinctive signs remain Antesis property and may not be used by the Customer without prior written authorization.

Any unauthorized reproduction, representation, adaptation, modification or use of the software or its components is unlawful and may give rise to legal action.

10. VAT and international taxation

Antesis Group LLC is a US company, not registered for VAT in the European Union.

10.1. EU-based customers

VAT is due by the buyer (the Customer) under the reverse-charge mechanism (article 196 of Directive 2006/112/EC). A valid intracommunity VAT number is required and verified through the VIES register.

No European VAT is invoiced by Antesis. The Customer is solely responsible for self-accounting VAT in their country.

10.2. Non-EU customers

No European tax applies to the transaction. Any local taxes (US sales tax, Canadian GST, Swiss VAT, etc.) are the sole responsibility of the Customer.

10.3. US-based customers

Applicable taxation depends on the Customer's state nexus. The Customer is solely responsible for declaring and paying local taxes (sales tax, use tax) under the laws of their state.

11. Right of withdrawal

As these Terms apply exclusively to business-to-business sales (B2B), the Customer does not benefit from the consumer right of withdrawal under distance-selling laws.

Orders are firm and final upon receipt of payment.

12. Warranties and limitation of liability

12.1. Conformity warranty

Antesis warrants that the ACS software performs in accordance with the documentation, under normal conditions of use and in compatible environments. Any non-conformity reported within a reasonable timeframe will be analyzed and, where applicable, corrected by Antesis.

12.2. Warranty exclusions

The warranty does not cover:

• Malfunctions resulting from improper use
• Modifications or interventions made by the Customer or a third party
• Incompatibility with a non-recommended hardware or software environment
• Damage caused by force majeure (section 16)

12.3. Limitation of liability

To the fullest extent permitted by applicable law, Antesis Group LLC is not liable for damages, direct or indirect, arising from the use, misuse, or inability to use the ACS software, including: loss of business, loss of data, loss of revenue, loss of opportunity, reputational harm, or any other intangible or consequential damage.

13. Termination

Given the perpetual nature of ACS licenses, termination primarily concerns the cessation of related support services or the revocation of the license in the event of a serious breach by the Customer.

13.1. Termination for breach

In the event of a serious breach by the Customer (in particular violation of section 5 on use restrictions, payment default, or fraudulent use), Antesis may revoke the license without notice or compensation, after a formal notice that has remained unaddressed for 15 days.

13.2. Consequences of termination

Upon revocation of the license, the Customer:

• Must immediately stop all use of the software
• Must uninstall all copies of the software from their systems
• Is not entitled to any refund (amounts paid remain acquired by Antesis)

14. Data protection — GDPR

Personal data processing carried out by Antesis is described in our privacy policy.

14.1. Roles

Within these Terms:

• Antesis acts as data controller for data collected via the order form (commercial relationship)
• For data processed by the ACS software within the Customer's system (meter readings, history, etc.), the Customer is the data controller. Antesis does not access this data in the course of normal use of the software.

14.2. Cross-border data transfer

Antesis Group LLC being a US-based entity, certain processing activities may involve a transfer of data outside the European Union. Antesis implements appropriate safeguards (standard contractual clauses, technical and organizational measures) in accordance with articles 44 et seq. of the GDPR.

14.3. Data subject rights

Under the GDPR, the Customer and any natural person concerned have rights of access, rectification, erasure, restriction, objection and portability, exercisable at contact@antesis-copy-service.com.

15. Confidentiality

Each party agrees to keep confidential all non-public information exchanged in the context of the commercial relationship (technical, commercial, financial information), throughout the duration of the commercial relationship.

This obligation does not apply to information that:

• Has fallen into the public domain without breach by the receiving party
• Was known to the receiving party prior to disclosure
• Is lawfully obtained from a third party not bound by confidentiality
• Must be disclosed pursuant to legal obligation or court order

16. Force majeure

Neither party may be held liable for non-performance of its obligations resulting from a force majeure event, defined as any external, unforeseeable and irresistible event, in particular: natural disaster, war, terrorist attack, general strike, network infrastructure outage, blockage of banking services, governmental decision making performance impossible.

The party prevented shall notify the other as soon as possible. If force majeure persists beyond sixty (60) days, either party may terminate the contract without compensation.

17. Compliance — Export controls

Antesis Group LLC being a US company, the ACS software is subject to US export-control regulations, including the Export Administration Regulations (EAR) and economic sanctions administered by the Office of Foreign Assets Control (OFAC).

The Customer agrees not to:

• Use, export or re-export the software to any country subject to US embargo
• Make the software available to persons or entities listed on US sanctions lists (SDN List, Entity List, etc.)

The Customer is solely responsible for verifying compliance of its use with applicable regulations.

18. Amendments to these Terms

Antesis reserves the right to amend these Terms at any time. The online version at /terms shall solely prevail between the parties. This version is also provided on request at contact@antesis-copy-service.com.

The Customer is invited to consult these Terms periodically. Continued use of the ACS software or subscription to a new service from Antesis constitutes acceptance of the Terms in force at the relevant date.

19. Miscellaneous

19.1. Entire agreement

These Terms constitute the entire agreement between Antesis and the Customer regarding the supply of the ACS software, and supersede any prior agreement or exchange on the same subject.

19.2. Severability

If any clause of these Terms is held invalid or unenforceable by a competent court, the remaining clauses retain full effect. The invalid clause shall be replaced by a valid clause that most closely approximates the parties' original intent.

19.3. No waiver

Antesis's failure to exercise any right or option under these Terms shall not be construed as a waiver of that right or option for the future.

19.4. Assignment

The Customer may not assign its rights and obligations under these Terms without the prior written consent of Antesis. Antesis may freely assign its rights and obligations to any group company or to a successor in case of merger or acquisition.

19.5. Notices

Notices between the parties shall be made by email (to contact@antesis-copy-service.com for Antesis, to the address provided at order time for the Customer) or by registered mail to the registered office.

20. Governing law and jurisdiction

20.1. Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of the State of New Mexico, United States of America, excluding its conflict-of-laws rules.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

20.2. Amicable settlement

In case of dispute, the parties agree to seek an amicable resolution before any contentious action, through direct negotiation for a period of thirty (30) days from the first notification.

20.3. Jurisdiction

Failing amicable settlement, the courts of the State of New Mexico (County of Bernalillo, Albuquerque) shall have exclusive jurisdiction to hear any dispute, even in case of multiple defendants or third-party claims.