General Terms and Conditions
Last change: 10 March 2026
These General Terms and Conditions govern the legally binding relationship between the Licensor and the Customer together with the applicable Order Form.
This GTC is structured as follows:
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Section A - Key terms: The key variables that apply to the GTC are defined in Section A.
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Section B - General terms: Sets out the commercial and legal terms applicable to the Software.
Section A - Key Terms
The terms and definitions set out in Section A (Key Terms) apply throughout this General Terms and Conditions (GTC), unless expressly stated otherwise.
Licensor
Customer
As defined in Order Form.
Parties
Together, the Licensor and Customer are referred to as the "Parties".
Commencement Date
As defined in Order Form.
Expiration Date
As defined in Order Form.
Licensing Term
An initial fixed term commencing on the Commencement Date and expiring on the Expiration Date.
Software
The cloud-based software-as-a-service (SaaS) platform branded as Pavoot, providing centralized storage, management, AI-assisted tagging, organization, and controlled distribution of event-related media assets via a web application.
Fees
As defined in Order Form.
Export Window
A period of thirty (30) days following the Expiration Date during which the Customer may export stored media and associated metadata. During this period, no new media may be uploaded. After the end of this period, the Licensor may permanently delete all such data, unless retention is required by mandatory law.
The period may be shortened at the Customer's request but may not be extended.
Usage Scope
As defined in Order Form.
Contract
The legally binding relationship between the Parties consisting of these GTC and the applicable Order Form.
Section B - Legal Terms
1) Subject-matter
i. These GTC govern the provision of the Software by the Licensor to the Customer as specified in the applicable Order Form.
ii. The Licensor warrants that it is entitled to grant the rights of use set out herein, retains all intellectual property rights in and to the Software, and that the Software does not, to the Licensor's knowledge, infringe upon the intellectual property rights of any third party.
iii. The Software is protected by applicable copyright laws and international conventions. All intellectual property rights in and to the Software remain exclusively with the Licensor.
2) License Grant
a) Right of Use
i. Subject to the Order Form and payment of the Fees, the Customer receives a non-transferable and non-exclusive right to use the Software as a browser-based SaaS application for the duration of the Licensing Term, subject to the terms and limitations set out herein.
ii. During the Licensing Term, the right of use is limited to the parameters defined in the Usage Scope. The Licensor uses automated system logs to monitor compliance with these limits. If the Customer reaches the defined limits, the Software may automatically restrict further activity (e.g., blocking new uploads or user additions) until the Customer reduces usage or upgrades their plan.
iii. Any request to increase the above usage limits shall require prior evaluation and written approval of the Licensor. Additional usage capacities may be made available subject to technical feasibility and, where applicable, additional fees or amended commercial terms agreed between the Parties.
b) Limitations
i. The Customer may not, and may not permit any third party to, decompile, reverse engineer, disassemble, modify, or otherwise attempt to derive the source code or underlying structure of the Software, except to the extent such restriction is prohibited by mandatory law.
ii. The Customer is not entitled to transfer, sublicense, or otherwise make the Software available to third parties. This restriction does not apply to the intended use of the Software, which includes granting role-based access to authorized users (such as Event Organizers and Photographers) for the purpose of uploading, managing, and accessing media content, as well as providing access to media content or galleries to third parties via share links or similar functionalities provided by the Software.
3) Obligations of the Customer
a) Fees
i. The Customer shall pay the Fees in accordance with the applicable Order Form.
b) Technical Requirements
i. The Customer is responsible for ensuring and maintaining the technical requirements necessary to access and use the Software, including a reasonably up-to-date computer system, a stable internet connection, and a compatible, current-version web browser. The Licensor is not responsible or liable for any unavailability, malfunction, performance limitation, or improper functioning of the Software that is attributable, in whole or in part, to the Customer's technical environment, equipment, internet connectivity, or failure to meet these requirements.
c) Content Responsibility
i. The Customer retains all rights to the media content uploaded to the Software. The Customer warrants that it possesses all necessary rights, licenses, and consents (including from persons depicted in media) to upload and process the content. The Customer shall indemnify and hold the Licensor harmless against any third-party claims arising from the content uploaded by the Customer or its authorized users.
4) Support
i. In the event of technical questions regarding the use of the Software, the Customer may contact the Licensor via the designated contact details, and the Licensor will provide support on a best-effort basis.
ii. The Software is provided as a cloud-based solution via third-party infrastructure. While the Licensor provides support for the platform itself, the Licensor is not liable for unavailability or malfunctions caused by failures in third-party infrastructure (e.g., cloud hosting providers), the Customer's internet connection, or the Customer's technical environment.
5) Liability
i. To the maximum extent permitted by law, the total aggregate liability of the Licensor for any claims, damages, or losses arising out of or in connection with the Contract is strictly limited to the total amount of Fees actually paid by the Customer to the Licensor during the Licensing Term.
ii. To the extent legally permitted, the Licensor excludes liability for indirect damages, consequential damages, or loss of profit arising out of or in connection with the use of the Software. Any liability for direct damages remains subject to the limitation set out in paragraph 1 and applies to both contractual as well as non-contractual or quasi-contractual claims.
iii. Liability for gross negligence or unlawful intent remains reserved in accordance with mandatory Swiss law.
6) Term and Termination
a) Expiration of the Term
i. Unless otherwise agreed in writing, the Contract shall automatically terminate on the Expiration Date without further notice.
b) Termination for Material Breach
i. Either party may terminate the Contract if the other party materially breaches its obligations under the Contract and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach in reasonable detail.
ii. If a material breach is incapable of cure, the non-breaching party may terminate the Contract immediately upon written notice.
c) Suspension of Access
i. Notwithstanding Section 6(b), the Licensor may suspend or restrict the Customer's access to the Software with written notice if:
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the Customer's use of the Software materially breaches the Contract; and
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such breach reasonably requires immediate action to protect the Software, other customers, system integrity, security, intellectual property rights, or to prevent abusive, unlawful, fraudulent, or excessive use.
ii. Suspension may include disabling the ability to upload new media, modify existing data, or access certain functionalities of the Software.
iii. The Licensor shall provide written notice describing the breach and the steps required to cure it. The Customer shall have thirty (30) days from receipt of such notice to cure the breach, unless the breach is incapable of cure.
iv. If the Customer fails to cure the breach within the applicable cure period, the Licensor may terminate the Contract upon written notice pursuant to Section 6(b).
d) Termination for Convenience
i. Termination for convenience during the Licensing Term is excluded unless expressly agreed by the Parties in writing.
ii. If the Parties agree to early termination for convenience by the Customer before the Expiration Date, any migration costs, transition credits, or implementation incentives granted during Year 1, as defined in the applicable appendix, shall be subject to a pro-rata clawback to compensate the Licensor for initial implementation costs.
e) Effect of Termination
i. Upon termination or expiration of the Contract, the Customer's right to access and use the Software shall cease.
ii. Data retention, export rights, and deletion shall be governed by the applicable data retention and Export Window provisions of the Contract.
iii. Termination shall not affect any accrued rights, payment obligations, or provisions that by their nature are intended to survive termination.
7) Special Provisions
a) Data Retention
i. Following the expiry of the Contract on the Expiration Date, the Licensor shall grant the Customer the Export Window.
b) AI Disclaimer
i. The Software includes AI-based features, including face recognition, logo detection, and LLM-powered tagging. The Customer acknowledges that such features are provided for assistance purposes only and are based on probabilistic models. The Licensor does not guarantee the accuracy, completeness, or reliability of AI-generated outputs. The Customer remains responsible for reviewing and verifying AI-generated tags and identifications prior to any commercial or public use.
c) Data Protection & Security
i. Where the Licensor processes personal data as a processor on behalf of the Customer (specifically regarding media content and AI-based features), such processing is governed by a separate Data Processing Agreement (DPA), which forms an integral part of the Contract. The DPA is available at: https://pavoot.com/client/dpa
ii. The DPA and these GTC, as amended from time to time, shall apply in the version valid at the time of use of the Services. The Licensor reserves the right to amend the DPA and/or the GTC where required for legal, regulatory, technical, or operational reasons. The Customer shall be informed of material changes in an appropriate manner.
iii. In the event of any conflict between the Order Form, these GTC, and the DPA, the DPA shall prevail with respect to matters relating to the processing of personal data, the Order Form shall prevail over the GTC, and the GTC shall prevail over any non-contractual documents.
d) Confidentiality
i. Each Party shall treat Confidential Information received from the other Party as confidential. The Receiving Party shall use the Confidential Information solely for the purpose of fulfilling the Contract and shall protect it with the same degree of care as its own confidential data. This obligation does not apply to information that is public, already known, or required to be disclosed by law, and it shall remain in effect for three (3) years after the termination of the Contract.
8) Applicable law and jurisdiction
i. The Contract is exclusively subject to Swiss law excluding the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980.
ii. The courts of St. Gallen (Switzerland) shall have exclusive jurisdiction.