The conditions for granting the license and using the software

1 - Generalities

  1. Pick and Collect (the “Licensor”; VAT 0571.946.543) is an entrepreneur who has developed and established a platform for collaborative economy, Pick and Collect (the “Software”), aimed at facilitating commercial transactions between merchants and consumers in the same geographical area, thereby promoting local commerce and short supply chains.
  2. The Licensee is a merchant who wishes to offer their products to consumers through a short and local distribution channel, such as the one established and developed by the Licensor. The Licensee intends to use the Licensor’s Software solution to offer their products and services to consumers. To this end, they wish to obtain a license to use the Software.
  3. These Conditions govern the conditions of granting the License and the use of the Software (the “Agreement”).
  4. These Conditions are systematically brought to the attention of the Licensee when obtaining the License before any payment of the License fee. Consequently, the payment of the License fee implies the Licensee’s full and unconditional acceptance of these Conditions, waiving any other conditions, especially those that may appear on their own commercial documents.
  5. The Licensor reserves the right to modify these Conditions at any time.
  6. These Conditions were last updated on June 30, 2021.

2 - Grant of Software License

  1. By this Agreement, the Licensor grants the Licensee, who accepts, a non-exclusive license to use the Software for the entire territory of the European Economic Area (the “License”), in accordance with the provisions set forth in this Agreement.
  2. The License is solely granted by the Licensor and accepted by the Licensee to allow the latter to offer their products via an alternative, short, and local distribution network. Any other use of the Software is prohibited and will automatically result in the termination of this Agreement due to the Licensee’s fault, without prejudice to any damages the Licensor may be entitled to claim from the Licensee.
  3. This Agreement is concluded based on the intrinsic qualities of the Licensee. Therefore, it has an intuitu personae character for the Licensee. The Agreement, as well as the rights and obligations arising directly or indirectly from it, may not be assigned or transferred by the Licensee without the express written consent of the Licensor. Any assignment of the Agreement or the rights and obligations arising from it by the Licensee will be null and void.

3 - License Fee

  1. In consideration for the License, the Licensee shall pay the Licensor a monthly fee of €45 (excluding VAT) or an annual fee of €480 (excluding VAT).
  2. The fee shall be paid in advance online. However, in a situation where advance payment is not possible, the fee mentioned in the first paragraph shall be due from the Licensee no later than 30 days after the invoice is issued to the Licensor’s bank account (IBAN BE93 9734 0513 3567 – BIC ARSPBE22).
  3. Any delay in payment of the fee mentioned in the first paragraph shall automatically result, without prior notice, in an annual interest rate of 10%, as well as the payment of a fixed penalty of 10% of the amount of the fee. In case of non-payment of the fee mentioned in the first paragraph, the Licensor reserves the right to suspend the Licensee’s access to the Software until the full payment of the fee.
  4. The payment of the fee mentioned in the first paragraph covers the entire period mentioned in that paragraph. Under no circumstances shall the Licensee be entitled to any refund or prorated price for the License.

4 - License Term

This Agreement is concluded for an indefinite period, subject to the payment of the fee specified in Article 3 of this Agreement.

5 - Liability

  1. Each Party is responsible towards the other Party for all direct damages, excluding indirect damages such as loss of profits or revenue, resulting from a violation of this Agreement or through the fault or negligence of a Party, its representatives, or any other person or entity working on its behalf (agent, subcontractor, etc).
  2. The Licensor expressly excludes any liability for damages caused by subcontractors, if any, with whom it has contracted, particularly for the administration and management of the data and infrastructure that support the Software.
  3. In any case, the liability of the Licensor under this Agreement shall not exceed the value of one month’s subscription, which is 45€ exclusive of VAT.

6 - Termination of the Agreement

  1. Without prejudice to any other rights arising from this Agreement or common law of contractual obligations, either Party may terminate this Agreement with immediate effect by written notice to the other Party in the event of a material breach by the other Party of any of the provisions of this Agreement, and if such breach is not remedied within one month following written notification. If the violation is not capable of remedy, the one-month period will not apply.
  2. Either Party may terminate this Agreement with immediate effect by written notice to the other Party if that Party becomes or threatens to become or is at risk of becoming subject to any form of insolvency administration, enters into liquidation, has a bankruptcy declaration filed against it or declared bankrupt, or files a voluntary petition for judicial reorganization.
  3. Each party may also terminate this Agreement with immediate effect by written notice to the other Party if that Party and/or any person working on behalf of that Party is responsible for misconduct due to any dishonest, fraudulent, criminal, malicious, or materially negligent act or omission that harms the execution of this Agreement and/or the reputation of the other Party, resulting, in particular, from unlawful, abusive, or illegal use of the Software.

7 - Privacy policy

  1. Neither Party may, without the prior express written consent of the other Party, disclose any information of any nature whatsoever and regardless of its form, medium, and mode of transmission, directly or indirectly transmitted by one Party to the other Party before, during, or after the execution of this Agreement (the “Confidential Information”), including but not limited to its ideas, whether or not they may be protected by intellectual property rights, copyrights, and/or trade secrets, its current and/or future products and services, as well as any information of any nature whatsoever, of a technical, financial, economic, commercial, legal, or other nature, related to the development, marketing, sales, production, performance, costs, know-how, computer programming techniques, contracts, financial and marketing projections, and development projects of the other Party, except to its employees, administrators, agents, subcontractors, and consultants who have a direct need to know such Confidential Information for the sole purpose of performing this Agreement.
  2. The Parties mutually warrant that each person to whom Confidential Information belonging to the other Party must be disclosed for the purpose of performing these Conditions is bound by a confidentiality obligation with content at least equivalent to the provisions of this Agreement.
  3. Each Party shall, upon the first request, return to the other Party all documents (or other media containing Confidential Information) provided in the context of these Conditions.
  4. The provisions of this article shall survive the termination of the Agreement, for whatever reason, for a period of 10 years.

8 - Processing of Personal Data

  1. For the purposes of this Article, when the terms and expressions used are not defined in this Agreement or in its Annex 1, they shall have the meaning attributed to them in the applicable data protection legislation, including the GDPR.
  2. In the performance of their respective obligations under this Agreement, the Parties undertake to comply in all respects with the applicable data protection legislation, including Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (hereinafter referred to as the “GDPR”) as well as the Law of July 30, 2018 on the protection of natural persons with regard to the processing of personal data.
  3. By this Agreement and the grant of the License formalized herein, the Licensor will necessarily process personal data on behalf of and for the account of the Licensee. In this regard, it will act as a processor within the meaning of Article 28 of the GDPR. On this occasion, the Parties undertake to comply with the provisions set out in the Privacy Policy that governs the Parties’ relationship for the purposes of Article 28 of the GDPR.

9 - Subcontracting

The Licensee may not subcontract or have another person perform all or part of the rights and obligations arising from this Agreement without the express, prior, and written consent of the Licensor. In any case, the Licensor shall have the right to know the identity of any subcontractor engaged by the Licensee and shall have the right to refuse consent to the subcontracting of all or part of the rights and obligations arising from this Agreement.

10 - Act of God

  1. No Party shall be held responsible for any delay or failure to fulfill the obligations imposed on it under this Agreement due to the occurrence of a force majeure event, which, for the purposes of this Agreement, is defined as any unforeseeable circumstance beyond the Parties’ control that prevents one Party from observing or performing one or more of its obligations under this Agreement. Such circumstances include, by way of example and not limited to: floods, storms, explosions, fires, or any natural disaster, acts of war, acts of public enemies, terrorism, riots, and other civil disturbances, intentional damage, sabotage, cyberattacks, any incident that disrupts the provision of information society services, a national or global health crisis (epidemic, pandemic, etc.), as well as, in general, any event or circumstances that impact the activities of one of the Parties and is recognized as constituting a force majeure event under Belgian law (hereinafter “Force Majeure”).
  2. If the observance or performance of an obligation incumbent on one of the Parties under this Agreement is affected by the occurrence of a Force Majeure event and in the event that this event is invoked by the Party unable to observe or perform the obligations in question, the Parties shall meet to mutually agree on the continued execution of this Agreement. They undertake, in this regard, a duty of cooperation to preserve, to the extent possible, the execution of this Agreement.
  3. If the observance or performance of an obligation incumbent on one of the Parties under this Agreement becomes materially impossible due to a Force Majeure event, the other Party may terminate this Agreement in accordance with the terms provided for in Article 6 of this Agreement.

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11 - Miscellaneous and Final Provisions

  1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, representations, or warranties, whether written or oral, regarding the subject matter of these Terms.
  2. The possible nullity of all or part of a provision of this Agreement resulting from its invalidity, illegality, or unenforceability shall not render the entire Agreement null and void. In such a case, the Parties agree to replace the invalid, unenforceable, impracticable, or illegal provision with a legally valid provision, the economic result of which will be as close as possible to that of the invalid or impracticable provision. The same applies to any gaps in these Terms.
  3. The failure or delay of a Party in the exercise of a remedy, right, power, or privilege under this Agreement does not constitute a waiver of that right, power, or privilege, and the fact that a Party waives a default, right, privilege, or breach does not constitute a waiver of any subsequent default, right, or privilege.

12 - Applicable law and competent courts

  1. This Agreement is subject in all respects to Belgian law.
  2. The Parties further agree that any dispute relating to the conclusion, validity, interpretation, or execution of this Agreement will be submitted to the exclusive jurisdiction of the courts and tribunals of the judicial district of Brussels.