Terms and condition

PILIM is a business and household digitalization application (the "Application"). The Application is an initiative of "S-Mobile", a private limited company under Belgian law, having its registered office at avenue Louise, 137/box 17, 1050 Brussels (Belgium), registered with the Crossroads Bank for Enterprises under number 0679.763.825, identified with the Belgian General Administration of Taxes (VAT) under number BE0679.763.825, and entered in the register of legal entities of Brussels.

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Scope of application

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These general terms and conditions (the "T&C") define the terms and conditions of the Application use to which the Authorized User subscribes by purchasing a Subscription as defined in article 2.1 of the T&C.
The “Authorized User” is the legal or natural person who has purchased a Subscription. S-Mobile and the Authorized User are together referred to as the "Parties" or individually as a "Party".
If the Authorized User is a legal entity, the “End-Users” are the employees, consultants or agents of the Authorized User who have been authorized by the Authorized User to access and use the Application. If the Authorized User is a natural person, he shall be considered as the sole End-User.
By purchasing a Subscription, the Authorized User acknowledges that he has read, understood and accepted the T&C. The T&C therefore constitute the legally binding agreement between the Parties, the enforcement of which may be sought in court.
The T&C contain all the commitments, rights and obligations relating to the matters dealt with therein. They replace all previous letters, declarations, warranties and agreements, written or verbal, relating to their subject matter. The T&C prevail over the Authorized User's general terms and conditions, even if the Authorized User's general terms and conditions were subsequently communicated to S-Mobile, and even if S-Mobile did not contest them.
S-Mobile reserves its right to change the T&C at any time. S-Mobile shall however notify the Authorized User of any changes by email or by posting a message on the Application for a period of at least fifteen (15) days. The changes shall be effective immediately, unless otherwise provided. The use of the Application by the Authorized User subsequent to the changes made to the T&C shall imply the Authorized User's acceptance thereof.
Without prejudice to article 1.5, the Parties may exceptionally derogate from the provisions of the T&C by written agreement. Such derogations shall only consist of the modification, addition, or deletion of the clauses to which they relate and shall not affect the application of the other provisions of the T&C.
The Authorized User is responsible for compliance with the T&C by its End-Users, and guarantees S-Mobile in this respect.

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Use of application

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The Application is a web and mobile application (Android and IOS). The web Application is accessible from the website https://www.pilim.net, possibly after redirection from a website affiliated to S-Mobile.
The Authorized User accesses the Application after having subscribed to a free trial or a paid subscription (the “Subscription”). Activation is done remotely by S-Mobile.
The data contained in the Application (the “Data”) is provided by S-Mobile. The Data may originate from S-Mobile or third parties. The Authorized User may also directly upload its Data to the Application.
S-Mobile use its best efforts to keep the Application as complete, accurate and up to date as possible, even when the Data is provided by third parties. S-Mobile therefore reserves the right to add, modify or delete the Data at any time, or to suspend access to the Application without prior notice, to comply with this obligation.
S-Mobile uses its best efforts to ensure that the Application functions properly and is secure. However, S-Mobile makes no representation and gives no warranty that the Application is error free. S-Mobile cannot guarantee an absolute operability. Its obligation is limited to making commercially reasonable efforts to make sure the Application operates as expected by the Authorized User.
It is the Authorized User’s responsibility to make sure that the Application shall be suitable for its purpose.
The Authorized User is solely responsible for obtaining and maintaining at his own costs all its IT equipment and ancillary services necessary to connect to, access and use the Application, including, without limitation, modems, computers, mobile phones, servers, software, operating systems, networking and web servers. The Authorized User is solely responsible for the maintenance, security of its equipment.
S-Mobile cannot offer any absolute guarantee as to the content of the Application, which the Authorized User understands and accepts. Any use of the Application is therefore at the Authorized User's own risk. S-Mobile is not responsible for any damages that may result from possible malfunctions, interruptions, defects or harmful elements that may be present on the Application such as, for example, viruses, Trojan horses, worms, spyware, adware, ransomware, scareware or any other malware.
The Authorized User shall adopt a normally prudent and diligent behaviour when using the Application and the Data. In this regard, the Authorized User shall respect the terms of use of the Application (the "TOU") and guarantees that its End-Users shall also respect the TOU.
If the Authorized User identifies any content on the Application that violates applicable laws or the rights of third parties, the Authorized User shall inform S-Mobile as soon as possible. The Authorized User shall report such illegal content in writing and as accurately as possible so that S-Mobile can take any action it deems appropriate.
The Application may contain links or hyperlinks to external websites. Such links do not necessarily imply any relationship between S-Mobile and such external websites or any agreement, implied or not, with the content of such websites.
S-Mobile has no control over such external websites. S-Mobile is therefore not responsible for the safe and proper functioning of the hyperlinks and their destination. The moment the Authorized User clicks on the hyperlink, he/she leaves the Application. S-Mobile cannot be held responsible for any subsequent damage.

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Access to the application

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The registration and access to the Application is restricted to legally capable individuals and duly represented legal entities who have completed the registration form available online and have subscribed to a Subscription.
When registering, the Authorized User shall provide the information requested in good faith and with professional care. The Authorized User specifies its End-Users. The Authorized User shall keep its information up to date to guarantee its accuracy.
The Authorized User must provide a valid email address, to which S-Mobile shall send a confirmation of registration to the Application. Any communication made by S-Mobile through the Application or by (e)mail is irrevocably presumed to have been received and read by the Authorized User. Therefore, the Authorized User is obliged to regularly check the Application and any mail (electronic or otherwise) sent by S-Mobile to the address provided and, if necessary, to promptly react to it.
In addition to the password, the Authorized User shall be provided with a login to access the Authorized User's personal area (the "Personal Area").
The Authorized User password can be changed online by the Authorized User. The password is personal and confidential. The Authorized User shall take all reasonable steps to choose a secure password and not to disclose it to any third party, including other Authorized Users.
S-Mobile reserves the right to refuse an application for registration to the Application, or to delete an Authorized User's account without prior notice and compensation, in case of non-compliance with the T&C or the TOU.
Authorized Users who are regularly registered may request to be removed from the Application by visiting the dedicated page in their Personal Area.

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Services related to the application

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S-Mobile provides the Authorized Users with a support service (the “Support Service”) by email (support@pilim.net).
The support service is available on Working Days. “Working Days” mean all days of the year, with the exception of Saturdays, Sundays and legal holidays in Belgium, as well as all days on which banks are not open in Brussels (Belgium).
To the extent possible, S-Mobile shall respond to the Authorized User's questions within three (3) Working Days from receipt of the Authorized User's request, unless a longer period is specified. It shall use its best efforts to resolve any technical problems that the Authorized User may encounter.
S-Mobile takes all necessary measures to enable Authorized Users to access the Application twenty-four hours a day, seven days a week (24/7). However, this access depends on circumstances and infrastructures that S-Mobile cannot fully control.
S-Mobile shall use reasonable effort consistent with prevailing industry standards to maintain the Application in a manner which minimizes error and interruptions in its access. The Application may however be temporarily unavailable for maintenance required to correct errors or malfunctions of the Application (the “Corrective Maintenance Services”), either by S-Mobile or by third-party providers, or because of other causes beyond S-Mobile’s reasonable control (the “Force Majeure).
S-Mobile is free to implement any maintenance service it deems necessary, and this at any time, to ensure that the functionality of the Application (as described on S-Mobile's website or in its documentation) remains available to the Authorized User and complies with its expectations (the “Evolutionary Maintenance Services”) or the new technical, legal or regulatory requirements (the “Adaptative Maintenance Services”).
Corrective Maintenance Services, Evolutionary Maintenance Services and Adaptative Maintenance Services are together referred to as the “Maintenance Services”. The Maintenance Services include among others bug fixes and other corrections, modifications, improvements, updates, upgrades, and new releases of versions of the Application. Maintenance Services do not include repairs or interventions made necessary because of the Authorized User's IT equipment or its misuse of the Application.
S-Mobile has the right to make changes to the Application made available to any or all of its Authorized Users, at any time and without prior notice, and to change and restrict its scope, nature and features for technical, legal, commercial or other reasons, and in particular to correct bugs or to implement new features. S-Mobile shall however to the extent possible inform the Authorized User, within a reasonable time-limit, of the Maintenance Services to be performed.
After the implementation, S-Mobile may furnish the Authorized User, upon its request, with a summary detailing the Maintenance Services performed.
When and if an error or bug occurs due to the Maintenance Services performed by S-Mobile, the Authorized User shall immediately inform S-Mobile thereon. S-Mobile shall endeavour to resolve all issues resulting from the Maintenance Services brought to its attention within a reasonable time.

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Financial conditions

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All prices are deemed to be in Euros (€) unless otherwise specifically stated in writing by S-Mobile (GBP for instance) and, to the extent permitted by law, exclusive of taxes (including value added tax), levies or duties imposed by the tax authorities. The Authorized User is responsible for the payment of all taxes applicable to its order.
Subscription is only valid after S-Mobile has received payment of the price from the Authorized User or its representative. Confirmation of receipt of payment shall be sent by S-Mobile in an (e)mail containing the invoice for the Subscription.
S-Mobile reserves the right to change its prices unilaterally. Authorized Users shall be notified of new prices in due time either by notification on S-Mobile's website or by (e)mail (electronic or otherwise). The Authorized User is advised to regularly check the Application for the latest prices. The new prices shall not apply to Subscriptions that have been already regularly subscribed to.
S-Mobile’s invoices are payable in advance. However, by agreement between the Parties, S-Mobile's invoices may be paid to the bank account mentioned on the invoice within thirty (30) days from the date of the invoice.
Invoices not disputed by the Authorized User within thirty (30) days of their receipt are irrevocably presumed to be undisputed. The Authorized User shall not be entitled to make any claim or take any action against S-Mobile on the basis of invoices deemed to be accepted.
Amounts unpaid on their due date will automatically and by right, and without prior notice of default, be increased by an interest on arrears of one percent (1%) per month, unless the law of 2 August 2002 concerning the fight against late payment in commercial transactions provides for a higher rate. This interest shall be accrued monthly, within the limits provided for by law.
As a penalty clause, the Authorized User shall also be liable to pay S-Mobile a flat fee of ten percent (10%) of the outstanding amount with a minimum amount of two hundred fifty euros (250,- EUR) for the collection costs incurred by S-Mobile.
In the event of non-payment or partial payment, all amounts due by the Authorized User shall become due and payable automatically and without prior notice. Without prejudice to possible legal action, S-Mobile also reserves the right to suspend access to the Application. S-Mobile shall inform the Authorized User in advance and draw their attention to the possible consequences.

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Intellectual property rights

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The structure of the Application, as well as the texts, graphics, images, photographs, sounds, videos, databases, computer applications, Data and any other elements constituting the Application, including its source code and object code, are protected as such by Intellectual Property Rights.
“Intellectual Property Rights” mean copyrights, neighbouring rights to copyrights, patents, utility models, designs (registered or not), trademarks, sui generis rights to databases and semiconductor topographies, trade names, website domain names, trade secrets, and any other industrial or artistic and literary property rights.
S-Mobile is and remains the sole owner or regular holder of the Intellectual Property Rights to the Application and its components, including the Data. These intellectual property rights extend to modifications and improvements of the Application and the Data implemented or developed by or for S-Mobile, as well as to any documentation about the Application and the Data issued by S-Mobile.
Any communication, reproduction, adaptation or use of the Application and/or the Data, in whole or in part, by any means and for any purpose whatsoever, without the prior express written consent of S-Mobile, is strictly prohibited.

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Right of use

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In consideration of the Subscription, S-Mobile grants the Authorized User a non-exclusive, non-transferable, non-sublicensable and non-assignable right to use the Application to the extent necessary for its business needs directly or through its End-Users (the “License”). The License confers no Intellectual Property Rights on the Application or the Data to the Authorized User or the End-Users.
The License is valid worldwide, and for the entire duration of the Subscription.
The Authorized User shall use the Data solely for its own benefit. The Authorized User is not authorized to copy or communicate (all of part of) the Data to a third party, in any way whatsoever, whether free of charge or against payment, regardless of its relationship with the third party. The same applies to the recurrent publication or dissemination of information based on the Data.
The Authorized User is forbidden to decompile, decode, copy (except Data for sole backup purposes), adapt or dismantle the protection system of all or part of the Application. It is also forbidden to copy any guide of the Application, except for its own needs, as well as to use the Application in order to create a database unrelated to its activities, to transfer the Data in other databases, to manipulate and/or use the Application in a way that could, directly or indirectly, compete with S-Mobile.
The Authorized User undertakes not to rent, market, sell, lend, make available to a third party for any reason whatsoever, or to encumber in any other way, partially or totally, free of charge or for a fee, the Application and/or the Data.
The Authorized User agrees not to extract, reuse, store, reproduce, represent or retain, directly or indirectly, on any medium whatsoever, by any means and in any form whatsoever, all or any qualitatively or quantitatively substantial part of the contents of the Application.
The Authorized User is only authorized to extract, after having obtained S-Mobile's authorization, the contents of the Application in non-qualitatively and non-quantitatively substantial parts or to use the information contained in the database for teaching, scientific or research purposes, including the extraction and manipulation of information for purposes of illustration, explanation, example, comment, criticism, teaching, research or analysis.

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Data protection

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Each Party shall ensure that personal data communicated or received in connection with the use of the Application is processed in a manner that complies with the applicable legal and regulatory requirements on data protection, including those of Regulation (EU) 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data and the Belgian Privacy Act of 30 July 2018, as well as any future developments in the applicable national and European legislation on privacy protection and the processing of personal data. Each Party shall furthermore ensure that the personal data received is processed in accordance with its privacy policy.
Personal data provided by the Authorized User when consulting or using the Application is collected and processed by S-Mobile for internal purposes only, unless otherwise specified.
The Authorized User agrees that S-Mobile proceeds and stores personal data about the Authorized User's identity and contact details, as well as the identity and contact details of its personnel members and household members (including End-Users), in accordance with applicable law and to the extent that such processing and storage is necessary, for the following purposes: performance of the Agreement, compliance with legal and regulatory requirements, and commercial prospecting (including direct marketing).

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Disclaimer and limitation of liability

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S-Mobile is bound by these T&C only on a best effort basis, without any guarantee of result.
S-Mobile shall only be liable for its own fraudulent conduct, gross negligence and failure to fulfil its essential obligations, to the exclusion of all other faults (including its own slight but usual fault). The liability of S-Mobile is excluded in case of fraud or fault of the Authorized User or a third party.
Except in case of fraud, S-Mobile's liability is in any case limited to direct, personal, foreseeable, material and certain damage to the Authorized User, to the extent that it can be proven, excluding all consequential damage, whether material or immaterial, such as a loss of profit, loss of data or reputational harm.
As a result, and without limitation to the generality of the above, S-Mobile shall assume no liability for damages resulting from: (i) the destruction and/or deletion by the Authorized User of any Data, (ii) any operation (including any download, falsification or deletion of Data) on the Authorized User’s account by any person using a valid login and password, (iii) any delay in setting up the Authorized User’s account due to the Authorized User’s delay to share all required information with the S-Mobile, or (iv) difficulties or impossibility for the Authorized User to access its account caused by flaws in its IT equipment or internet connection.
S-Mobile's liability shall be limited to the amounts it received from the Authorized User in connection with the Authorized User's use of the Application and its Services during the three (3) months prior to the event giving rise to liability.
Under penalty of foreclosure, any claim for compensation must be made by the Authorized User within a three (3)-months period from the date of the event giving rise to liability or the date on which the Authorized User becomes or should have become aware of such event.

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Non-compete and non-poaching clauses

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The Authorized User shall refrain, during the Agreement and for a period of two (2) years after the termination of the Agreement, to refrain from poaching, directly or indirectly, any person who is part of the personnel employed by S-Mobile or is a key service provider to S-Mobile, including any officer, director or manager of the S-Mobile.
The Authorized User shall refrain, during the Agreement and for a period of two (2) years after the termination of the Agreement, to refrain from poaching, directly or indirectly, any Authorized User of S-Mobile for activities that would compete with the activities of S-Mobile.
The Authorized User acknowledges that the terms of this article 10 are reasonable and necessary to protect S-Mobile’s legitimate interests, and to help ensure its business continuity.
If S-Mobile is informed of a breach of this obligation of non-compete or non-poaching, it gives notice to the defaulting Authorized User to cease the infraction within three (3) Working Days.
In case of violation of this non-poaching clause, S-Mobile may claim full compensation for the damage it has suffered, provided it can demonstrate fault, damage and casualty.

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Confidentiality

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he Authorized User acknowledges the confidential nature of the Information directly or indirectly received or obtained when consulting the Application or using the Data. By "Information" the Parties mean all information, reports, Data, Intellectual Property Rights, know-how, processes, unpatented inventions and unregistered trademarks in any form whatsoever, including information about S-Mobile and its activities, operations, finances, planning, facilities, products, clients, suppliers, services, techniques and processes.
Without prejudice to any other obligation of confidentiality, the Authorized User agrees to:

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keep secret and confidential all Information;
use such Information only for the purpose of the performance of the Agreement; and
(disclose such Information only to its End-Users, only to the extent that such disclosure is reasonably necessary, and provided that such End-Users are informed of the strictly confidential nature of the Information disclosed to them.

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The confidentiality obligation shall not apply to Information which:

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is or becomes generally available to the public other than as a result of in breach of the T&C or any other confidentiality agreement;
is legitimately made available to the Authorized User by a source other than S-Mobile, provided that the Authorized User has no reason to believe that such source is itself bound by a confidentiality or non-disclosure agreement with S-Mobile, or is otherwise prevented from disclosing such confidential information by a legal, contractual or fiduciary obligation;
is in the lawful possession of the Authorized User prior to its receipt from S-Mobile;
is independently developed by the Authorized User without using the S-Mobile's confidential information; or
is expressly communicated in writing by S-Mobile, either for publication or for onward transmission.

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If Information is to be disclosed by the Authorized User to the courts of any competent jurisdiction, or to any governmental agency or financial authority, the Authorized User shall provide S-Mobile with written notice of the required disclosure upon receipt of notice of the required disclosure, to the extent such notice is permitted by law, and will co-ordinate with S-Mobile with a view to limiting the nature and scope of such required disclosure.
The Authorized User agrees to have its logo or other reference to its business name and activity mentioned on the Application in the section that lists Authorized Users that work with S-Mobile.
The Authorized User acknowledges that the disclosure of any Information is likely to cause serious harm to S-Mobile.
Therefore, for each breach of this provision, S-Mobile may claim from the Authorized User full compensation for the damage it has suffered, provided that it can demonstrate fault, damage and causality.
The obligation of confidentiality shall remain in force for the duration of the Subscription and shall survive its termination, for whatever reason, for each Information until it falls into the public domain.
Within fifteen (15) days of the termination of the Subscription, the Authorized User shall deliver to S-Mobile, or where applicable destroy or erase as directed by S-Mobile, all documents in its possession, custody or control which contain confidential Information, or which are generated or received by the Authorized User in the course of using the Application. The Authorized User shall provide S-Mobile, upon request, with written confirmation that the provisions of this clause have been fully complied with.

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Duration of the subscription

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The Subscription shall enter into force on the date of its purchase and for the entire duration of the Subscription period in the purchase order.
The Subscription shall be renewed automatically after the initial term of the Subscription period as set out in the purchase order, for successive periods of the same duration, unless either Party gives written notice to the other Party at least thirty (30) days prior to the expiration of the Subscription period as referenced in the purchase order or its successive renewals.
Upon termination of the Subscription, the Authorized User’s access to the Application shall be discontinued.
Each Party shall have the right to terminate the Subscription at any time, without notice or indemnity:

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in case of a Party materially defaulting to its obligation under the T&C and/or TOU, by giving written notice to the other Party on the date following the notification, provided that the defaulting Party has failed to remedy such default within fifteen (15) calendar days following the formal notice by registered letter; or
in the event of bankruptcy, dissolution, or liquidation of one of the Parties, or in the event one of the Parties ceases its activities for any reason other than financial, the other Party may terminate the Agreement with immediate effect without prior notice by simple notification.

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If the Agreement is terminated or in case of non-renewal, regardless of the cause, the Authorized User shall lose access to the Application within forty-eight (48) hours of the date of termination of the Agreement.

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Force majeure

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S-Mobile shall not be liable for its delay or failure to perform its obligations if such delay or failure is due to the occurrence of an event beyond its control, which could not be reasonably foreseen and the effects of which could not be avoided by reasonable and appropriate measures (a “Force Majeure”).
In this respect, the following events shall in particular, but not exclusively, be considered as Force Majeure: a partial or total strike inside or outside one of the Parties, epidemics, lockdowns, nuclear accidents, riots, acts of war or terrorism, exceptional weather conditions, earthquakes, fire, storms, floods, water damage, explosions, freezing of computer or telecommunications systems and theft.
Should S-Mobile experience a Force Majeure event, it shall notify the Authorized User without delay of the occurrence of such an event if it believes this event is likely to compromise the proper performance of the contractual relationship between the Parties.
In the event of the occurrence of such a case of Force Majeure, the contractual relations shall be suspended until the disappearance, extinction or termination of the case of Force Majeure. The scheduled deadlines shall automatically be suspended or postponed depending on the duration of the force majeure.
However, if the case of Force Majeure continues beyond a period of thirty (30) days, the Parties shall meet to discuss a possible modification of the terms of their relationship. In the absence of an agreement between the Parties within thirty (30) days and if the case of Force Majeure persists, each of the Parties shall have the right to terminate the Services, without any compensation being due by either Party, by means of a registered letter or an e-mail with acknowledgement of receipt sent to the other Party notifying the termination of the relationship.

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Transfer of rights and obligations

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S-Mobile reserves the right to assign or transfer all or part of its rights or obligations under the T&C. Any reorganisation procedure by or relating to S-Mobile shall not terminate the Agreement.
The Authorized User may not assign or transfer any of its rights or obligations under the Agreement without the prior written consent of S-Mobile.

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General provisions

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Unless otherwise provided, all notices given by reason of or in connection with the T&C shall be sent by registered mail or by email with acknowledgement of receipt to the addresses listed on S-Mobile's website or on the Application. Any such notice sent by registered mail shall be deemed to be validly given upon receipt, and in any case no later than three (3) Working Days after posting. Such notice sent by e-mail with acknowledgement of receipt shall be deemed validly communicated upon receipt of the acknowledgement of receipt by the addressee or no later than three (3) Working Days after sending.
Neither Party shall be deemed to have waived any right under the T&C, or any fault or breach by another Party, unless expressly waived in writing by the first Party and where the T&C provide otherwise. The waiver of any remedy or right by either Party in accordance with the preceding paragraph shall not constitute a waiver by that Party of any other right that may arise from the T&C or from any breach or default by another Party.
If any provision of the T&C becomes void, unenforceable, invalid, illegal or unenforceable, this shall not affect the validity, enforceability, legality or enforceability of the remaining provisions of the T&C. In this case, the Parties shall negotiate in good faith to replace the invalid, unenforceable, lapsed, illegal or unenforceable provision with a lawful provision, corresponding to the spirit and purpose of these T&C and on equivalent or economically comparable terms and conditions. In the absence of an agreement between the Parties, the invalid, unenforceable, null and void, illegal or unenforceable provision shall be replaced by the judge by a clause corresponding to the spirit and purpose of the present contract and on equivalent or economically comparable agreement.

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Choice of juridiction and applicable law

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The T&C are exclusively governed by Belgian law.
Should the Parties fail to find a mutually agreeable solution to any dispute arising between them, all disputes in respect of the conclusion, interpretation, performance and, if applicable, termination for whatever reason of the T&C shall be submitted exclusively to the competent Belgian courts of the place where S-Mobile has its registered office.