General Terms of Sale and Use

Company name

HFCS, publisher of Swailio

Legal form

Société par actions simplifiée unipersonnelle (SASU, simplified joint-stock company with a sole shareholder) with a share capital of €3,000

Registered office

50 rue Mathieu, 93400 Saint-Ouen-sur-Seine, France

RCS (Trade and Companies Register)

999 538 184 R.C.S. Bobigny

EU VAT number

FR20999538184

Contact

support@swailio.io

• Service: the Swailio platform, available at swailio.io, which generates motion design videos from a brief and content provided by the Client, and allows them to be edited, adapted into variants and exported.
• Client: the professional who creates an account and uses the Service, as well as the persons acting on its behalf.
• Plan: the subscription taken out by the Client (Première, Campagne, Production, Studio or custom offer), as described on the Pricing page.
• Credits: the unit used to access the paid features of the Service (generation, variants, edits by the assistant, voice-over, music, images).
• Top-up: a pack of Credits purchased in addition to a Plan.
• Shared space: a workspace, created in the account of a Client holding a Campagne Plan or higher, where invited persons work on Videos; its spend is charged to that account’s Credits.
• Client Content: the texts, briefs, documents, screenshots, logos, images and website addresses that the Client uploads or provides to the Service.
• Videos: the videos, variants and export files produced by the Service for the Client.

The Service is intended exclusively for professionals (companies, self-employed persons, associations, public administrations) acting for the purposes of their business. By creating an account or subscribing to a Plan, the Client declares that it is acting for professional purposes. Consequently, the provisions of the French Consumer Code (Code de la consommation) specific to consumers, including the right of withdrawal, do not apply.

Access to the Service requires an account. The Client provides accurate and up-to-date information and keeps its login credentials confidential: any action carried out from its account is deemed to have been carried out by the Client. The Client shall notify support@swailio.io without delay of any unauthorised use.

During the beta phase, registration may be restricted to invited persons. The features, price schedule and quotas offered during the beta are subject to change.

Plans. Each Plan entitles the Client to a number of Credits per period, as stated on the Pricing page at the time of subscription. Plans are offered on a monthly or annual basis; an annual Plan is paid in a single instalment and its Credits are allocated every month.

Cost of actions. The number of Credits required for each action (video, depending on its length, variant, edit, voice-over, music, image) is shown in the Service, in particular in the “Combien de crédits ?” (“How many credits?”) section, before the action is launched. Credits are reserved when the action is launched and are only deducted if the action succeeds; if it fails, they are automatically returned. Manual edits made in the editor, the video assessment (“Bilan”), cancellations and exports do not consume Credits.

Validity. Credits for a given period expire at the end of that period. With the Campagne, Production and Studio Plans, as well as with any annual Plan, unused Credits are carried over once, to the following period. Credits expiring soonest are used first.

Top-ups. Top-ups are available only to Clients with an active Plan. Their Credits are valid for 12 months from purchase, within the limit of the subscription term: they expire at the end of the paid period if the Plan ends.

Account and shared spaces. The account belongs to the Client who created it (the holder). From the Campagne, Production and Studio Plans, the holder may invite persons to it, with a role: admin (manages spaces, people and caps), member (creates and edits Videos in the spaces they can access), viewer (watches Videos) or billing (sees invoices and spend, buys Credits for the account and watches Videos). Each Plan includes a number of seats, stated on the Pricing page, taken up by the holder, admins and members; a person takes a single seat however many spaces they can access; viewers and billing are free and unlimited. Beyond the included seats, the holder may add seats at the price stated on the Pricing page, currently €5 excluding VAT per member per month (€48 excluding VAT per year with an annual Plan). An added seat is invoiced pro rata until the Plan’s renewal date, then renews with it; a removed seat is credited pro rata against subsequent invoices. Extra seats end at the same time as the Plan. If the holder’s Plan no longer includes shared spaces (downgrade below Campagne, termination, end of the beta), the shared spaces become read-only: their Videos can still be viewed and downloaded, but no Video can be created, generated or edited in them until the holder subscribes again to a Campagne Plan or higher.

Credits of a shared account. The account has a single Credit balance. Any action launched in one of the account’s spaces consumes that account’s Credits, whoever launches it, including an invited person who also has their own account. The holder or an admin may set an optional monthly cap for each space, reset on the 1st of each month; an action that would exceed it is not launched and nothing is charged. Credits can be bought for the whole account or for a space: in that case they join the same balance, the invoice mentions the space and the space’s cap is raised by the same amount for the current month. If a space is deleted, its Videos move to the holder’s private space. A Video can be moved from its author’s personal space to a shared space, but not the other way round.

Nature of Credits. Credits have no monetary value. They are not refundable, not exchangeable for cash and not transferable to another account.

Special offers. A free trial offer, an offer reserved for beta participants (discount on their first subscription) or a custom offer may be made available. Their terms (duration, Credits, limitations such as a watermark or a shorter video length) are those displayed at the time they are offered. Credits may also be given as a thank-you for a first review (rating and comment) of a Video, whatever the rating.

Prices are stated in euros excluding taxes; the applicable VAT is added at the time of payment. For a Client established in another Member State of the European Union and holding a valid VAT number, the reverse-charge mechanism applies.

Payment is made by bank card, upon subscription and then on each due date, through our payment service provider Stripe. Swailio never has access to card numbers. An invoice is issued for each payment and remains available in the client area.

If a payment fails, access to the paid features may be suspended until the situation is remedied. In accordance with the French Commercial Code (Code de commerce), any amount not paid by its due date gives rise to late-payment penalties at a rate equal to three times the French statutory interest rate, and to a fixed indemnity for recovery costs of €40.

HFCS may change its prices. A price change does not apply to the current period; it is notified to the Client at least 30 days before it takes effect, and the Client may terminate before that date.

Plans are subscribed for a term of one month or one year and renew automatically for the same term, unless terminated.

An upgrade to a higher Plan takes effect immediately: the amount due is calculated pro rata for the remaining period and the difference in monthly Credits is allocated at once. A downgrade to a lower Plan takes effect at the end of the current period.

The Client may terminate its Plan at any time from the Réglages, Abonnement (Settings, Subscription) section. Termination takes effect at the end of the period already paid for: until then, the Client retains access to its Plan and its Credits. No refund is due for the current period or for unused Credits. At the end of the period, the Credits of the Plan and of any Top-ups expire and the account switches to the free plan.

HFCS may suspend or terminate the access of a Client who seriously breaches these Terms (in particular in the event of unlawful use of the Service or persistent failure to pay), after a formal notice that has remained unheeded for 8 days, or immediately in the event of a serious infringement of third-party rights or of the security of the Service.

The Client may request the deletion of its account at any time by writing to support@swailio.io. Its data is then deleted under the conditions set out in the privacy policy.

The Client remains the owner of its Content. It warrants that it holds all the rights necessary to use such Content in the Service (trademarks, logos, screenshots, texts, images, third-party data) and shall hold HFCS harmless against any claim in this respect. It grants HFCS, solely for the period necessary, the right to process such Content in order to produce and host its Videos.

The Client undertakes not to use the Service to produce content that is:

• unlawful, defamatory, hateful, violent or offensive to human dignity;
• infringing, or that uses the trademark, image or voice of a third party without authorisation;
• misleading, in particular false advertising or imitations of another business;
• intended to circumvent the operation, limits or security of the Service.

The holder of an account who invites persons to it is responsible for their use of the Service within that account and ensures that they comply with these Terms.

Share link. The Client may create a link that allows anyone who receives it to watch a Video, and to download it if the Client allows, without a Swailio account. The Client chooses whom to send it to, may turn it off at any time and remains responsible for such sharing.

HFCS may remove manifestly unlawful content that is reported to it and suspend the account concerned.

Videos are produced automatically using artificial intelligence models, based on the Client’s Content and instructions. They may contain errors, approximations or elements that do not match the Client’s intention. Before any publication, the Client checks their accuracy (texts, figures, legal notices, compliance with advertising rules and with the terms of the distribution platforms) and remains solely responsible for their use.

11.1 Videos. Subject to payment of the amounts due, the Videos produced on the Client’s behalf belong to the Client. To the extent HFCS holds any intellectual property rights in a Video, it assigns them to the Client on an exclusive basis, worldwide and for the entire term of protection: rights of reproduction, public performance, adaptation, translation and commercial exploitation, on any medium and by any means, including advertising. This assignment is final and survives the end of the Plan. HFCS does not reuse the Client’s Videos or Content, in particular for demonstration or promotional purposes, without the Client’s written consent.

11.2 Excluded elements. (a) The music, voices and sound effects included in the Videos are licensed by our providers: the Client may use them within its Videos with no time limit, but may not extract them to exploit them separately. (b) The Service, its software, tools, animation templates, know-how, trademark and content remain the exclusive property of HFCS or its partners; HFCS may keep using them to produce other videos, without ever reusing the Client’s Content. No rights in these elements are transferred to the Client, other than the right to use the Service for the lifetime of its account.

HFCS uses reasonable means to ensure continuous access to the Service, without guaranteeing uninterrupted availability. The Service may be interrupted for maintenance, updates or in the event of an incident affecting a provider. The Client is advised to export and keep a copy of the Videos it needs; projects remain accessible as long as the account is active.

HFCS is bound by a best-efforts obligation (obligation de moyens). It may only be held liable in the event of proven fault, and only for direct damage. It is not liable for indirect damage, such as loss of revenue, customers, data or reputation, nor for the use the Client makes of the Videos.

Except in the case of gross negligence or wilful misconduct, the total liability of HFCS is limited to the amounts paid by the Client for the Service during the 12 months preceding the event giving rise to the liability.

Neither party shall be liable for a failure caused by an event of force majeure within the meaning of Article 1218 of the French Civil Code (Code civil).

The personal data processed to provide the Service is described in the privacy policy. Where the Client’s Content contains personal data of third parties, HFCS processes such data on behalf of the Client, for the sole purpose of producing its Videos; the Client ensures that it is entitled to disclose such data.

HFCS may amend these Terms. Amendments are notified to the Client by email or within the Service at least 30 days before they come into force. A Client who does not accept them may terminate its Plan before that date; failing which, they apply from their entry into force.

These Terms are governed by French law. In the event of a dispute, the parties shall first seek an amicable solution; the Client may write to support@swailio.io. Failing agreement within 30 days, the dispute shall be brought before the competent courts within the jurisdiction of HFCS’s registered office.