PICSOO MODULES – GENERAL TERMS OF USE

Preamble

After reviewing the capabilities, purpose, features, standard nature and operating mode of the Service identified in the Special Conditions—and after having the opportunity to request a detailed presentation from Picsoo or a Picsoo Reseller—the Client has decided to subscribe. The Client acknowledges having received all information and advice needed to assess Picsoo’s proposal (or a Reseller’s) and has ensured the Service meets its needs.

The Client acknowledges having read the General Terms applicable on the subscription date, when entering into this Contract, or upon renewal. Subscribing to Picsoo via the website and/or a Picsoo partner implies unconditional acceptance of these General Terms by the Client. The General Terms are available at www.picsoo.be.

Picsoo reserves the right to unilaterally modify the provisions below and applicable pricing. Any change becomes enforceable upon communication to the Client by any means.

Article 1 – Definitions

Adaptation: A set of services performed by Picsoo or a Reseller comprising specific developments, interfaces and customized printouts, licensed under a separate Services Agreement.
Affiliate: Any entity controlled by the Client (“control” as commonly understood in corporate law).
Anomaly: Depending on the maintenance services subscribed, a reproducible malfunction of the Module (or, if provided in the Special Conditions, of the Adaptations) preventing use in accordance with the documentation/specifications.
Client: Any individual or legal entity using the Service for its internal management needs.
General Terms: This document.
Special Conditions: The quotation/order form to which these General Terms apply.
Contract: These General Terms, the Special Conditions and any annexes.
Purpose: The Module features as per the Documentation and the conditions for exercising the usage right granted by Picsoo or a Reseller.
Documentation: Description of features and user guide for the Module, provided electronically in French. Other materials (commercial, training) are excluded.
Malfunction: Any access difficulty to the Operating Platform identified by Picsoo or a Reseller.
Operating Platform: Hardware, Modules, OS, database and environment provided by Picsoo or its subcontractor on which the Module is operated.
Module: One or more program feature sets and their Documentation, designed for multiple users with similar use. Under this Contract, the Module refers to the version distributed at signature of the Special Conditions, plus updates.
Picsoo Reseller: A Picsoo partner or Picsoo Group company authorized to distribute Picsoo Modules under a signed distribution agreement. The Client may verify with Picsoo that rights granted by a Reseller do not exceed that agreement.
Service: The service covered by the Contract.
Use / Using: Operating the Service to process the Client’s transactions.

Article 2 – Client Information

The Client is responsible for ensuring:
the Service is suitable for its needs (based on the Documentation), and
it has the competence required to access and use the Service.
The Client must verify, per professional practice, the results produced with the Service.

Article 3 – Contractual Documents

The Contract consists of, in descending order of legal precedence:
These General Terms,
The Special Conditions,
Any annexes.
In case of conflict, the higher-ranked document prevails.

Article 4 – Purpose

The Contract sets the terms under which Picsoo or the Reseller:
grants the Client a limited, personal, non-transferable, non-exclusive right to access and use the Module and Operating Platform under the Service;
provides hosting hardware and infrastructure for the Operating Platform;
provides assistance and maintenance of the Operating Platform to the Client.

Article 5 – Term – Termination

Term. Unless otherwise stated in the Special Conditions, the initial term is twelve (12) or twenty-four (24) months from the invoice date. The Contract renews tacitly for successive twelve-month periods.
Any termination by the Client must be notified by email (support@picsoo.eu) and received by:
at least two (2) months before the end of the current period for 12-month commitments;
at least three (3) months before the end of the current period for 36-month commitments.
Picsoo will acknowledge receipt; the Client bears the burden of proof of receipt. Picsoo may terminate by any means up to the end of the current term.
Effect of termination. No refund is due for amounts collected. Non-renewal ends the Client’s right to use the Module.
Termination for breach. If either Party fails to remedy a breach within thirty (30) days of a registered letter with acknowledgment of receipt, the other Party may terminate, without prejudice to damages. Non-payment and infringement constitute material breaches. Upon non-payment and/or infringement, Picsoo may terminate after notification by registered letter; termination takes effect on first presentation. Amounts invoiced remain due.
Termination for convenience. Available only for Clients equipped with a Picsoo Module under the relevant offer. The Client may terminate usage rights and assistance by email (support@picsoo.eu). Effective date:
request received before the 15th → effective the 1st of the following month (M+1);
request received on/after the 15th → effective the 1st of M+2.
Picsoo will acknowledge receipt; the Client bears proof of receipt. Picsoo will issue a credit note for amounts invoiced after the effective termination date.
Termination due to Service cessation. If Picsoo’s underlying third-party contract is terminated for reasons beyond its control, Picsoo may end the Service and this Contract without notice, using best efforts to notify promptly.

Article 6 – Access to the Operating Platform

Authentication. The Client’s account is personal. The Client is solely responsible for safeguarding its credentials and transmitted data. Any use of credentials is conclusively presumed to be by the Client. The Client must promptly notify Picsoo (support@picsoo.eu) of any disclosure/theft and change the password without delay. Picsoo will acknowledge receipt; the Client bears proof of receipt.
Service Levels. Available on picsoo.be or upon request and may be modified by Picsoo at any time.

Article 7 – Scope of Granted Rights

The Client acquires no rights other than those expressly provided.
Right of Use. Granted for the Contract term. The Client receives a personal SaaS right to use the Module for its internal needs and those of its Affiliates within acquired rights. The Client must inform Picsoo immediately if the number of users exceeds the maximum in the Special Conditions; additional fees will apply via amendment. The Contract may not be assigned or transferred—even free of charge—to Affiliates. Affiliates may use the Service under the Contract’s terms; the Client guarantees their compliance. The Module may be used in “multi-company” mode (Affiliates connect remotely). The Client shall provide a sworn statement listing beneficiary Affiliates at signature and annually thereafter. Any entity losing Affiliate status must stop using the Module; the Client must notify Picsoo promptly.
Use must comply with this Contract and the Documentation; be for internal needs only by the Client/Affiliates’ employees; and be by authorized, trained personnel.
Any unauthorized use constitutes infringement.
Prohibitions include:
Representing, distributing or commercializing the Service (free or paid);
Using the Service/Documentation to design, develop, distribute or commercialize a similar/equivalent/substitute service;
Making the Module/Documentation available to third parties (rent, transfer, loan, outsourcing) without Picsoo’s prior written consent;
Any processing not authorized by Picsoo.
Data Volume. Access to a global database depends on the subscribed offer and may be modified by Picsoo. Additional volume may be purchased and will be invoiced.

Article 8 – Intellectual Property

Picsoo warrants it holds the IP rights or authorizations to grant the usage right. Granting use does not transfer ownership. The Modules remain the property of Picsoo or their author. The Client shall not infringe Picsoo’s IP rights and shall keep copyright/proprietary notices intact on originals and authorized copies (including backups).
Modules may embed third-party technologies subject to their own terms. Restricted/runtime licenses are limited strictly to use with the associated Picsoo Module.

Article 9 – IP Infringement Warranty

For any claim of IP infringement in France, Picsoo may, at its expense and choice, (i) replace/modify the Module, or (ii) obtain a license for the Client—provided the Client has complied with this Contract, notified Picsoo in writing within eight days, and cooperates in the defense. If neither measure is reasonably feasible, Picsoo may terminate the Contract and refund fees paid for the last twelve (12) months. This clause states Picsoo’s entire liability for IP infringement.

Article 10 – Support

Picsoo provides Telephone Support: Mon–Thu 9:00–17:00 and Fri 9:00–16:00. Client contacts are unlimited. Clients also receive Service updates.

Article 11 – Additional Services

Consulting, training, and other additional services are outside the scope of this Contract and require a separate agreement with Picsoo or a certified Reseller.

Article 12 – Cooperation

The Client agrees to: consult the Documentation before requesting intervention; provide all information requested to understand/resolve Anomalies/Malfunctions; designate a competent contact; facilitate access to premises/equipment if needed; and install/administer its own non-Picsoo equipment, applications and networks.

Article 13 – Financial Terms

Annual Fee. In return for the Service, the Client pays the fee to the Reseller or to Picsoo. Depending on the offer, fees are invoiced annually and payable monthly in advance for Picsoo range Modules. Fees are due upon invoice receipt.
Price Revision. Annual revision on January 1 based on the Belgian index (reference: January 2019).

Article 14 – Late Payment

If the Client fails to pay a monthly fee when due, Picsoo may immediately suspend services until full payment. Non-payment leads to cessation of Module use; the annual fee covers both use and support access. Late payments accrue interest at 10% per year, calculated daily, without prior notice, plus a €50 flat charge per late invoice. Partial payments may be allocated at Picsoo’s discretion.

Article 15 – Client Declarations

The Client acknowledges the characteristics/limits of the Internet, including variable reliability of transmissions; restricted access to certain networks; worldwide dissemination; risks to sensitive data (passwords, codes) communicated at the Client’s own risk; and potential unauthorized intrusions despite password-protected access.

Article 16 – Technical Protection Measures

Information. The Modules may include technical mechanisms for connected support services which—via web-service and possibly at Picsoo’s initiative—transmit to Picsoo information on Client identity (company name, address, phone, IP, etc.), Module ID (Client code, etc.), and usage context (number of users, application types). These may also be used to combat piracy. If activation is required, the Client agrees to enable it upon request and provide the relevant file. Any attempt to bypass such measures is prohibited.
Audit. Upon request, the Client shall provide a sworn statement of compliant use. If refused, Picsoo/Reseller may conduct an on-site audit.
Overuse <10% → additional fees invoiced.
Overuse ≥10% → additional fees +50% and audit costs.
Use of any non-acquired function/option will be charged per current price list. Non-payment may lead to termination after registered letter. Audit information is confidential and used only for audit/regularization.

Article 17 – Liability

Client Liability. Only the Client controls the content transiting via the Platform and guarantees it holds all rights/authorizations for hosted content. The Client is solely responsible for any consequences of making such content available (including unlawful content). Picsoo may remove or block access to illegal content upon judicial request or if manifestly unlawful. Suspension/removal gives no right to compensation; fees remain due.
Picsoo Liability. Picsoo owes a duty of care (obligation of means), not of result, and is not liable for delays. No liability for third-party acts, subcontractors or network failures. No liability for indirect damages (loss of business, profit, goodwill, etc.). If Picsoo’s liability is established by a final court decision, total compensation is limited to the fees received for the current twelve (12)-month period when the damage occurred. These limits survive termination by court decision. Pricing reflects this risk allocation.

Article 18 – Force Majeure

Liability is fully released where non-performance results from force majeure. Initially, performance is suspended and the Parties meet to decide next steps. If force majeure lasts over one (1) month, the Contract is automatically terminated unless otherwise agreed. Examples include (in addition to jurisprudence): telecom blockage, poor electrical quality, transport/ supply disruptions, weather events, epidemics, earthquakes, fire, storms, floods, water damage, government/legal restrictions, and legal/regulatory changes to commercialization.

Article 19 – Anti-Corruption

Picsoo is an ethical company committed to fighting fraud and corruption and requires all counterparties to comply with applicable regulations. Any breach constitutes a material breach allowing Picsoo to terminate without notice or indemnity, without prejudice to damages. The Counterparty guarantees that no act/omission will expose Picsoo to liability; will implement/maintain ethics & anti-corruption policies; will promptly inform Picsoo of any event suggesting undue advantage; will assist Picsoo with any competent authority request; will indemnify Picsoo for consequences of non-compliance; and authorizes reasonable measures to control compliance.

Article 20 – Miscellaneous

Confidentiality. Contract terms/prices, the Service and marked information are confidential, except information in the public domain without fault, already held without duty, lawfully received from third parties, or independently developed. Each Party protects the other’s confidential information with at least the same care as its own. Duty applies during the Contract and for two (2) years thereafter. Documents provided by Picsoo remain its exclusive property and must be returned upon request.
Personal Data. Picsoo processes personal data for account management and prospecting. Data are hosted on Amazon servers under EU Standard Contractual Clauses. Picsoo Group companies and partners may receive certain data. Data subject rights: support@picsoo.eu or postal mail (Picsoo – Business Software sprl – Waterloo Office Park – Building M – Drève Richelle 161, 1410 Waterloo, Belgium) with ID copy.
Waiver. Failure to enforce a provision does not waive future enforcement. The Client irrevocably waives any claim against Picsoo related to Contract performance if brought more than six (6) months after the triggering event.
Assignment. The Client may not assign, sublicense or transfer Contract rights without Picsoo’s prior written consent.
Entire Agreement. Headings have no interpretive effect. No Client terms apply except additional orders accepted by Picsoo/Reseller. Amendments require a written, duly signed addendum.
Severability. If any provision is invalid, the remaining provisions remain in force.
Client Reference. Picsoo may reference the Client’s name, trade name, logo or trademark on any media worldwide. The Client may refuse or request removal at any time by written notice. The Client may also be invited to provide a testimonial.
Notices. Valid notices must be sent by registered letter with acknowledgment of receipt to the domiciled address. Signatories are presumed duly authorized.

Article 21 – Governing Law & Jurisdiction

THIS CONTRACT IS GOVERNED BY MAURITIAN LAW. IN CASE OF DISPUTE, AFTER AN ATTEMPT AT AMICABLE SETTLEMENT, EXCLUSIVE JURISDICTION IS GIVEN TO THE COMMERCIAL COURT, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS, INCLUDING EX PARTE OR URGENT PROCEDURES. IN CASE OF OPPOSITION BY THE CLIENT TO AN INJUNCTION TO PAY, EXCLUSIVE JURISDICTION IS ALSO GIVEN TO THE COMMERCIAL COURT.