General Terms and Conditions of Use and Sale (T&C)

1. Publisher Identification

The software services of the Fullyn suite (hereinafter the "Services") are published by HIGH TEE SRL, a company under Belgian law, with its registered office at Rue de Hayen 23, 4130 Esneux, Belgium, registered with the Crossroads Bank for Enterprises under number BE 0768 470 622 (hereinafter "Fullyn").

These T&C apply exclusively to professional clients (B2B).

2. Purpose and Scope

These terms govern access, subscription and use of Fullyn Services, including but not limited to:

• Fullyn Core: centralization and exploitation platform for data from connected assets (IoT, telematics, equipment), primarily intended for integrators and telematics providers, with a billing model based on the number of connected assets.
• Fullyn Field: field operations management, time tracking, activities and mobility.

The Client subscribes to the Services via:

• • a purchase order;
• • an online activation;
• • or any other contractual support accepted by Fullyn.

In case of contradiction between these T&C and a specific contract (subscription agreement, annexes, purchase order), the latter shall prevail.

3. Access to Services

3.1 Nature of Services

Services are provided as remotely accessible software (SaaS), via the Internet.

Fullyn grants the Client a non-exclusive, non-transferable right of use strictly limited to their internal professional needs.

4. Role and Responsibility of Fullyn

4.1 Management Assistance Tool

The Services constitute management and traceability assistance tools.

Fullyn does not in any way substitute for the Client's legal, social, tax or regulatory obligations, particularly regarding:

• • payroll and working time;
• • social or tax declarations;
• • labor law compliance.

4.2 Data and Connectivity

Fullyn disclaims all responsibility in case of:

• •inaccurate, incomplete or erroneous data entered by the Client or its users;
• •unavailability or failure of communication networks (4G, 5G, GPS, Internet) affecting synchronization or access to the Services;
• •disputes between the Client and its employees or subcontractors based on data from the Services.

The Client remains solely responsible for the backup, integrity and exploitation of their data.

5. Liability and Limitation

5.1 Limitation of Liability

Fullyn's total liability, from all causes combined, is strictly limited to the total amount actually paid by the Client for the Service concerned during the twelve (12) months preceding the event giving rise to the damage.

5.2 Exclusions

Fullyn cannot under any circumstances be held liable for indirect, consequential or intangible damages, including but not limited to:

• •loss of revenue;
• •loss of data;
• •loss of business;
• •lost profits.

6. Financial Terms

6.1 Billing Models and Applicable Rates

Depending on the Service subscribed, billing is made:

• • per user (notably for Fullyn Field);
• • per connected asset (notably for Fullyn Core).

Precise characteristics (unit price, volume, frequency) are defined in the purchase order or applicable commercial offer.

The applicable rates are those in effect at the date of subscription or renewal of the Subscription.

Launch or promotional rates may be offered. These rates apply only for the duration of the subscribed Subscription and do not constitute a commitment by Fullyn to maintain these conditions upon renewal.

6.2 Frequency and Start Date

The effective date of billing depends on the Service subscribed:

6.3 Rate Changes

Fullyn reserves the right to modify its rates at the end of each subscription period.

Any rate change will be notified to the Client by email with a minimum notice of thirty (30) days before the renewal date.

In case of refusal of the new pricing, the Client may terminate their Subscription before the new rate takes effect, in accordance with Article 8. Failure to terminate within this period constitutes acceptance of the new rates.

7. Evolution of Services

The Client acknowledges and accepts that the Services may evolve, both functionally and technically.

In case of removal of a major functionality constituting a determining element of the subscription, the Client may terminate the Service concerned at maturity, without penalty.

8. Duration and Termination

8.1 Contract Duration

Services are subscribed for an indefinite period.

The billing frequency (monthly or annual) constitutes a payment method and not a separate contractual period. At the end of each billing period, the Subscription is automatically renewed at the rates in effect at the renewal date.

8.2 Termination by Client

The Client may terminate their Subscription at any time, subject to a minimum notice of thirty (30) days before the end of the current billing period.

Termination takes effect at the end of the current billing period. No refund is due for a period started.

Termination must be notified by email to info@fullyn.com.

8.3 Termination by Fullyn

Fullyn reserves the right to suspend or terminate access to the Services, by right and without notice, in case of serious contractual breach or payment default not remedied within fifteen (15) days following a formal notice.

9. Intellectual Property

The Services, software, trademarks, content and associated know-how remain the exclusive property of Fullyn.

No intellectual property right is transferred to the Client under these terms.

10. Applicable Law and Jurisdiction

These T&C are governed by Belgian law.

Any dispute relating to their interpretation or execution falls under the exclusive jurisdiction of the enterprise courts of Liège (Belgium).