Terms and conditions

1Who we are

Telvi Broadcast is a product of Evental Media. Where these terms say "we", "us" or "Evental Media", they refer to Evental Media. "Telvi" and "Telvi Broadcast" are product names; the contracting party is always Evental Media.

2Definitions

3Applicability

1. These terms apply to every quote, order and agreement between Evental Media and you, and to all use of the Software and the Service.
2. We supply exclusively to companies, broadcasters and institutions acting in the course of a profession or business. We do not supply to consumers.
3. Your own purchasing or other general terms do not apply and are expressly rejected, even if they state otherwise.
4. Deviations apply only if we have confirmed them in writing, and only for the agreement they were made for.
5. If a provision is void or voidable, the remaining provisions continue to apply. We will then replace that provision with a valid one that comes as close as possible to its intent.

4Quotes and formation

1. All our quotes are without obligation, unless they state a period for acceptance.
2. The agreement is formed once we confirm your order in writing or by email, or once we begin delivery with your consent.
3. Quantities, prices, term and the number of seats are stated in the quote or order confirmation. In the event of a conflict, the order confirmation prevails over these terms.
4. Obvious clerical and calculation errors in a quote or confirmation do not bind us.

5The right of use

1. We do not sell the Software, we grant you a right of use. You receive a non-exclusive, non-transferable right to use the Software for your own broadcasting activities, for the term of the agreement and within the agreed number of seats.
2. The right of use covers installing and using the Software on your own equipment, and making reasonable backup copies for your own use.
3. You may not:
   1. sell, rent, lend, sublicense or otherwise make the Software available to third parties;
   2. use the Software to provide services to third parties where those third parties actually operate the Software, unless we have agreed this in writing;
   3. use more seats than agreed;
   4. circumvent, disable or manipulate the licence check.
4. You may not decompile or reverse engineer the Software, except to the extent mandatory law permits and except to the extent the licences of the open source components expressly permit. See Open source components.
5. You may not remove or alter trade marks, logos or notices in the Software. The station bug you configure yourself is not covered by this; that is yours.

6Activation and device checks

The Software checks whether your licence is valid. We think you should know how that works, and what happens when it briefly does not.

1. On first run you enter your licence code. The installation then contacts our licence service and binds itself to the device id of that computer. That way one computer counts as one seat.
2. Each product has its own licence. Telvi Server, Telvi Player and Telvi Importer are activated separately.
3. The Software re-checks the licence at every start and periodically while running.
4. If our licence service is temporarily unreachable, the Software keeps working on the last known result for a grace period of fourteen days counted from the last successful check.
5. If it takes longer, the Software switches to limited mode: playout continues, but saving changes is blocked until the licence can be checked again. That is a deliberate choice: a broadcast going black because of a fault on our side does more damage than it prevents.
6. You can release a seat yourself from the relevant installation, for example when moving to different equipment. The seat then becomes available again.
7. We may block a licence in case of misuse, when the number of seats is exceeded, or in case of payment arrears as referred to in article 8. We will notify you beforehand, unless the nature of the misuse makes that impossible.

7Term, renewal and cancellation

1. The licence is a subscription. Your order states whether it runs monthly or annually.
2. The subscription renews automatically for the same period, unless either party cancels in time.
3. Cancellation is possible in writing or by email, observing a notice period of one month for a monthly subscription and one month before the end of the current period for an annual subscription.
4. When the subscription ends, the right of use ends and the Software stops working. Your own files on the Telvi Drive remain yours and stay where they are; we do not hold them.
5. We recommend planning the end of a subscription carefully, as it affects a running broadcast.

8Prices and payment

1. Prices are in euros.
2. The Dutch small business scheme (kleineondernemersregeling) applies to our services. We therefore do not charge VAT and do not state VAT on our invoices. If that scheme ends or we exceed the turnover threshold, we may charge VAT on top of the agreed prices from that moment. We will announce this in advance.
3. Any other levies, taxes or bank charges are for your account, unless stated otherwise.
4. Payment is due within thirty days of the invoice date, unless agreed otherwise.
5. We may adjust prices annually. We announce an increase at least two months in advance. If you do not agree, you may cancel the subscription with effect from the date the increase takes effect.
6. If you do not pay on time, you are in default by operation of law and statutory commercial interest and reasonable collection costs are due.
7. If payment remains outstanding after a reminder, we may suspend the licence. We will only do so after a written warning with a reasonable period, so you can arrange your broadcast.

9Updates, maintenance and support

1. For as long as your subscription runs, you are entitled to the updates we make generally available.
2. We decide when and whether we release new versions and what functionality they contain. We may change or discontinue functionality where there is good reason, for example security, legislation or discontinued support by third parties.
3. Updates are delivered under control: the Software verifies the signature and the checksum of a package before installing it.
4. We provide support by email at info@eventalmedia.com, during usual office hours. We make every effort to respond promptly, but do not commit to response or resolution times unless separately agreed.
5. Support relates to the Software. Problems with your own equipment, network, operating system, codecs or content fall outside it, although we are happy to help look.

10Availability of our services

1. We make every effort to keep the customer portal, the licence check and the update facility available, but do not guarantee uninterrupted availability.
2. Where possible we announce maintenance in advance and schedule it outside usual broadcast hours.
3. The Software is deliberately built so that your broadcast continues when our services are temporarily unreachable. See article 6.
4. The Software works without an internet connection for playback itself; only activation, licence checks and updates require a connection.

11What we expect from you

1. You provide suitable equipment, a working network connection and an environment that meets the published system requirements.
2. You are responsible for your own content and for the rights to it: copyright, neighbouring rights, music rights, portrait rights and all fees payable to collecting societies. We do not vet your content and cannot do so.
3. You are responsible for complying with the rules that apply to your broadcast, including media legislation and advertising rules.
4. You make regular backups of your Telvi Drive yourself. Your media, formats and playlists are on your own equipment; we hold no copy and cannot restore them.
5. You handle licence codes and login details with care and tell us as soon as you suspect they have reached an unauthorised person.
6. You manage the users and passwords within Telvi Server yourself and change the default administrator password immediately after installation.

12Intellectual property

1. All intellectual property rights in the Software, the Service, the documentation and the trade marks remain with Evental Media or its licensors. You receive only the rights of use set out in these terms.
2. All rights in your content remain entirely yours. We make no claim to them and have no access to them.
3. If you make a suggestion for improvement, we may use it freely without owing any compensation.

13Open source components

The Software uses open source components from third parties. Those components are subject to their own licence terms, which prevail over these terms as far as those components are concerned. An overview and the associated rights, including the right to replace certain components, can be found at Open source components.

14Warranty

1. We supply the Software as described in the documentation and make every effort to make it work properly.
2. We do not warrant that the Software is free of defects or runs uninterrupted. Software of this size almost always contains defects.
3. If you report a defect, we investigate it and repair it within a reasonable period if it is repairable and attributable to us.
4. The warranty does not apply in the event of use contrary to the documentation, changes made by you or third parties, unsuitable equipment, or problems arising from your content or your network.

15Liability

1. Our liability is limited, per event and per year, to the amount you paid us for the relevant agreement in the twelve months before the event causing the damage, excluding VAT.
2. We are not liable for indirect damage, including lost profit, lost revenue, reputational damage, loss of data and damage caused by broadcast interruption or black screen.
3. The limitations in this article do not apply in the event of intent or deliberate recklessness on the part of Evental Media or its managers, nor to the extent mandatory law prohibits a limitation.
4. A claim lapses if you have not reported it to us in writing within twelve months of discovery.
5. You indemnify us against third-party claims relating to your content or your broadcast.

16Force majeure

1. We are not obliged to perform if we are prevented from doing so by force majeure. This includes in any event failures at suppliers, hosting or internet outages, power failures, cyber attacks, government measures and natural disasters.
2. If force majeure lasts longer than sixty days, either party may terminate the agreement in writing without any compensation being due.

17Personal data

1. For our own processing of personal data, such as your portal account and the licence check, we are the controller. How we handle that is set out in our privacy statement.
2. If you process personal data with the Software yourself, for example the user accounts within Telvi Server or people identifiable in your content, you are the controller for that. Those data are on your own Telvi Drive and we have no access to them.
3. Because we do not process those data on your behalf, a data processing agreement is not required for them. If you believe your situation differs, please contact us.

18Confidentiality

Both parties keep confidential information received from each other secret and use it only to perform the agreement. This obligation continues after the agreement ends. It does not apply to information that is publicly known or that must be disclosed under law or a court order.

19Termination

1. We may terminate the agreement with immediate effect if you fail to perform despite a reminder, if you are declared bankrupt or apply for suspension of payments, or if you use the Software contrary to article 5.
2. On termination the right of use lapses and you stop using the Software. Amounts already invoiced remain payable.
3. Provisions intended by their nature to survive termination, including intellectual property, liability, confidentiality and governing law, continue to apply.

20Changes to these terms

1. We may change these terms. We announce a change at least thirty days in advance by email or via the customer portal.
2. If the change is to your detriment and not of minor importance, you may cancel the agreement with effect from the date the change takes effect.
3. The current version is always on this page, with the date of last change at the top.

21Governing law and disputes

1. Dutch law applies to all agreements. The Vienna Sales Convention is excluded.
2. Disputes are submitted to the competent court of the District Court of Rotterdam, the Netherlands, unless mandatory law designates a different court.
3. Before going to court, we make every effort to resolve matters together. In that case please first contact us at info@eventalmedia.com.
4. These terms exist in a Dutch and an English version. In the event of a difference in interpretation, the Dutch text prevails.