Subscription and Licence Terms

Version: 0.3 - 07.04.2026
Issued by: Wire France SAS, 40 Rue Alexandre Dumas, 75011 Paris, France
Contact: legal@wire.com

These Subscription and Licence Terms ("Terms") govern the licensing of the Pydio Cells Enterprise Distribution software and any associated support services provided by Wire France. They apply to every Order Form that references these Terms. By executing an Order Form, the Customer agrees to be bound by these Terms.

Pydio Cells Enterprise is an on-premise software product. Wire France does not host, operate, or control the environment in which the Software is installed. All infrastructure, availability, and operational responsibilities rest with the Customer.

1. Definitions

"Customer" means the business entity identified in the Order Form.

"Documentation" means the technical specifications, installation guides, and user manuals made available by Wire France for the Software, as updated from time to time.

"DPA" means the Data Processing Agreement executed between the parties governing Wire France's processing of personal data on Customer's behalf, attached as Schedule 1 to these Terms.

"Fees" means the amounts specified in the applicable Order Form, exclusive of taxes.

"Instance" means any installation on a server, cluster of up to three (3) servers, or virtual machine sharing a common configuration backend (i.e. the same relational database). A duplicate installation maintained solely for disaster recovery constitutes the same Instance.

"License Key" means the unique code or token provided by Wire France that activates the Software for the applicable License Term and authorised User count. Delivery of the License Key to Customer constitutes delivery of the Software for all purposes under these Terms. Upon expiry or termination of the License Term, the License Key will cease to function and the Software will deactivate.

"License Term" means the subscription period specified in the Order Form, commencing on the date the License Key is delivered to Customer.

"Order Form" means a written or electronic order executed by both parties specifying the Fees, License Term, number of authorised Users, number of Instances, and any other agreed commercial terms. Each Order Form incorporates these Terms by reference.

"Software" means the Pydio Cells Enterprise Distribution, including the server software, enterprise modules, web interface, mobile applications, desktop sync applications, and all Updates made available by Wire France during the License Term. The Software includes open-source components governed by their respective open-source licences, as identified in the applicable attribution notices accompanying the Software.

"Support Services" means the technical support services described in Section 6.

"Update" means any bug fix, patch, security fix, or minor release to the Software made available by Wire France during the License Term. Updates do not include major version upgrades, which may be subject to additional fees as specified in the Order Form.

"User" means any individual authorised by Customer to access the Software under a named credential. Credentials may not be shared between individuals.

"Wire France" means Wire France SAS, a simplified joint-stock company (société par actions simplifiée) incorporated under French law, with registered offices at 40 Rue Alexandre Dumas, 75011 Paris, France, SIREN: 752256966.

2. Licence Grant

2.1. Scope. Subject to Customer's compliance with these Terms and timely payment of all Fees, Wire France grants Customer a non-exclusive, non-transferable, non-sublicensable licence to install, copy, configure, and use the object code of the Software solely for Customer's internal business purposes, limited to the number of Users and Instances specified in the Order Form, for the duration of the License Term.

2.2. License Key Scope. Unless otherwise specified in the applicable Order Form, each License Key is issued for and limited to a single Instance. Customer shall not deploy, activate, or replicate the Software across more than one Instance per License Key. Additional Instances require separate License Keys as specified in the applicable Order Form.

2.3. On-Premise Deployment. The Software is designed and licensed for installation within Customer's own controlled infrastructure (on-premise or private cloud). Customer is solely and exclusively responsible for:

2.3.1. the procurement, configuration, security, availability, and maintenance of the hardware and infrastructure on which the Software is installed;

2.3.2. all backup, disaster recovery, and business continuity arrangements in respect of Customer Data and the Software environment;

2.3.3. ensuring the Software environment meets the minimum system requirements set out in the Documentation.

2.4. Wire France provides no warranty, guarantee, or assurance regarding the availability or performance of the Software as installed in Customer's environment. Any availability or performance outcomes are entirely dependent on Customer's infrastructure and are outside Wire France's control.

2.5. Open-Source Components. Certain components of the Software are licensed under open-source licences. Customer's rights to those components are governed exclusively by their respective open-source licences. Nothing in these Terms limits or restricts rights Customer may have under those licences.

2.6. Evaluation Licence. Where Customer accesses the Software under a free trial or evaluation arrangement, the licence is granted on an "AS IS" basis for the period specified by Wire France, without warranty or support obligation. Continued use beyond the evaluation period requires execution of a paid Order Form.

3. Restrictions

3.1. Customer shall not, and shall ensure that Users do not:

3.1.1. modify, adapt, translate, decompile, reverse engineer, disassemble, or create derivative works of any proprietary component of the Software;

3.1.2. distribute, resell, sublicense, assign, or otherwise transfer any right in the Software to any third party without Wire France's prior written consent;

3.1.3. permit any person other than authorised Users to access or use the Software;

3.1.4. use the Software for any unlawful purpose, in violation of applicable export control or sanctions laws, or in any environment requiring fail-safe performance, including nuclear facilities, aviation navigation, air traffic control, or life-support systems;

3.1.5. circumvent, disable, or tamper with any licence enforcement mechanism, including the License Key;

3.1.6. remove or obscure any proprietary notices, labels, or marks on or within the Software.

3.2. Customer remains fully responsible for all acts and omissions of its Users. Any breach of this Section by a User is deemed a breach by Customer.

4. Intellectual Property

4.1. Ownership. The Software and all proprietary components thereof are and remain the exclusive property of Wire France or its licensors. These Terms do not transfer any ownership interest in the Software to Customer. All rights not expressly granted are reserved.

4.2. Trademarks. "Pydio" is a trademark of Wire France. These Terms do not grant Customer any right to use Wire France's trademarks, trade names, or logos without prior written consent.

4.3. Customer Data. Customer retains all rights in the data and content that Customer or its Users store, process, or manage through the Software ("Customer Data"). Because the Software is deployed entirely within Customer's own infrastructure, Wire France has no access to Customer Data except to the limited extent that Customer voluntarily provides access during the performance of Support Services. Wire France shall use any Customer Data accessed during Support Services solely for the purpose of resolving the relevant support issue and for no other purpose.

5. Fees and Payment

5.1. Fees. Customer shall pay the Fees specified in the applicable Order Form. All Fees are stated in Euros, exclusive of VAT and any other applicable taxes. Customer is responsible for all applicable taxes, except those levied on Wire France's net income.

5.2. Payment Terms. Fees are invoiced in advance for each License Term. Payment is due within thirty (30) days from the invoice date unless the Order Form specifies otherwise. All payments shall be made without set-off or deduction, except to the extent required by mandatory applicable law.

5.3. Late Payment. If Customer fails to pay any amount by the due date, and in accordance with French law (Article L.441-10 of the French Commercial Code), Wire France may: (a) charge late payment interest on the overdue amount at a rate of three (3) times the applicable French statutory interest rate (taux d'intérêt légal), accruing from the day following the payment due date until payment in full; (b) charge a fixed recovery indemnity (indemnité forfaitaire de recouvrement) of forty euros (€40) per invoice, as provided under Article D.441-5 of the French Commercial Code; and (c) after providing five (5) days' written notice, suspend delivery of License Key renewals and Support Services until all outstanding amounts are paid in full. Suspension does not relieve Customer of its payment obligations.

5.4. Fee Adjustments. Wire France may adjust the Fees applicable at renewal by providing written notice at least thirty (30) days before the end of the then-current License Term. If the adjusted Fees represent an increase of more than five percent (7%) above the Fees in the preceding term, Customer may terminate the relevant Order Form by written notice within fifteen (15) days of receiving the adjustment notice, effective at the end of the then-current License Term.

5.5. Non-Refundability. Except as expressly provided under the Limited Warranty in Section 7, all Fees are non-refundable, including upon early termination by Customer.

6. Support Services

6.1. Scope. During the License Term, Wire France will provide Customer with access to its support channel and will use commercially reasonable efforts to respond to and assist with reported issues with the Software. Support Services relate solely to the Software itself and do not extend to Customer's infrastructure, operating environment, or third-party integrations. Wire France does not guarantee resolution of any particular issue or commit to specific response or resolution timeframes.

6.2. Update Delivery. Wire France will make Updates available for download via its support portal or designated distribution channel during the License Term at no additional charge. Wire France's delivery obligation is satisfied upon making an Update available for download; installation is Customer's sole responsibility. Customer shall install all security Updates without undue delay. Wire France bears no responsibility for issues or vulnerabilities arising from Customer's failure to install available Updates.

6.3. Exclusions. Support Services do not apply to issues arising from: (a) Customer's modification of the Software; (b) use in environments not meeting the minimum system requirements in the Documentation; (c) failure to install available Updates; (d) Customer's infrastructure failures, misconfigurations, or third-party software conflicts; or (e) causes outside Wire France's reasonable control.

6.4. Customer Cooperation. Customer shall promptly provide Wire France with access to relevant information, system logs, configuration details, and personnel reasonably necessary to diagnose and resolve support issues. Wire France's support obligations are conditioned on Customer's reasonable cooperation.

7. Warranties and Disclaimer

7.1. Limited Warranty. Wire France warrants that, for ninety (90) days from the date the License Key is delivered ("Warranty Period"), when used in accordance with the Documentation in an environment meeting the minimum system requirements, the Software will substantially conform to the functional specifications described in the Documentation.

7.2. Remedy. If Customer notifies Wire France in writing of a reproducible defect causing non-conformance during the Warranty Period, Wire France shall use commercially reasonable efforts to provide a fix, patch, or workaround within thirty (30) days of receiving sufficient information to reproduce the issue. If Wire France cannot do so, Customer may terminate the affected Order Form and receive a pro-rated refund of prepaid Fees for the unused remainder of the License Term. This is Customer's sole and exclusive remedy for warranty non-conformance.

7.3. Warranty Exclusions. The warranty in Section 7.1 does not apply to defects arising from: (a) use contrary to these Terms or the Documentation; (b) modification, alteration, or integration by Customer or any unauthorised third party; (c) environments not meeting the minimum system requirements; (d) failure to install available Updates; or (e) Customer's infrastructure failures.

7.4. Disclaimer. Except as expressly set out in Section 7.1, the Software is provided "AS IS". To the maximum extent permitted by applicable law, Wire France disclaims all other warranties, express, implied, or statutory. The allocation of risk in these Terms reflects the fact that Wire France has no visibility into or control over the environment in which the Software is installed and operated.

8. Limitation of Liability

8.1. Exclusion of Indirect Loss. To the maximum extent permitted by applicable law, and subject to Section 8.3, Wire France shall not be liable for any indirect or consequential loss or damage (dommages indirects ou immatériels), including loss of profits, loss of revenue, loss of business opportunity, business interruption, or loss or corruption of data, whether arising in contract, tort, or otherwise, even if advised of the possibility of such loss.

8.2. Aggregate Cap. Wire France's total aggregate liability to Customer arising out of or in connection with these Terms and any Order Form shall not exceed the total Fees paid by Customer in the twelve (12) months preceding the event giving rise to the claim.

8.3. Mandatory Carve-Outs. Nothing in these Terms shall limit or exclude Wire France's liability for: (i) death or personal injury caused by its fault (faute); (ii) wilful misconduct or gross negligence (dol ou faute lourde); (iii) fraudulent misrepresentation (dol); or (iv) any other liability that cannot be excluded or limited under mandatory applicable French law.

8.4. Basis of the Bargain. Customer acknowledges that the Fees reflect the allocation of risk set out in these Terms and that Wire France would not have entered into any Order Form on the same commercial terms without the limitations in this Section.

9. Term and Termination

9.1. Term. These Terms remain in effect for the duration of any active Order Form. Unless an Order Form specifies otherwise, each License Term automatically renews for successive twelve (12)-month periods unless either party provides written notice of non-renewal at least ninety (90) days before the end of the then-current term.

9.2. Termination for Cause. Either party may terminate an Order Form by written notice if the other party: (a) materially breaches these Terms and fails to remedy the breach within thirty (30) days of written notice identifying the breach in reasonable detail; or (b) becomes insolvent, files for insolvency or judicial reorganisation proceedings (procédure de sauvegarde, redressement judiciaire ou liquidation judiciaire), or ceases trading.

9.3. Termination by Wire France - Immediate. Wire France may terminate an Order Form with immediate effect by written notice, without a cure period, if Customer: (a) breaches Section 3 (Restrictions) or Sections 4.1-4.2 (Intellectual Property); or (b) circumvents or tampers with the License Key or any licence enforcement mechanism.

9.4. Effect of Termination. On termination or expiry of any Order Form: (a) all licence rights granted under that Order Form immediately cease and the License Key will deactivate; (b) Customer shall cease all use of the Software, destroy all installed copies (other than open-source components), and certify such destruction in writing to Wire France upon request; (c) all accrued payment obligations remain due and payable. Sections 3, 4, 5.5, 8, 9.4, 10, 11, and 12 survive termination or expiry.

10. Data Protection.

10.1. The Software is installed and operated entirely within Customer's own infrastructure. Customer acts as the data controller in respect of all personal data processed through the Software. Wire France does not host Customer Data and has no ongoing access to it.

10.2. Wire France may access Customer Data only to the limited extent that Customer voluntarily provides such access in connection with a specific support request. To the extent such access constitutes processing of personal data on Customer's behalf within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR), such processing is governed by the DPA made available in the associated Order Form and incorporated herein by reference. The DPA forms part of the agreement between the parties and prevails over these Terms in the event of conflict on data protection matters. Each party shall comply with all applicable data protection laws, including the GDPR and, where applicable, French data protection law as enforced by the CNIL.

11. Confidentiality

11.1. Obligations. Each party shall hold the other's Confidential Information in strict confidence, not disclose it to any third party without prior written consent, and use it only for the purposes of performing or exercising rights under these Terms. "Confidential Information" means any information disclosed by one party to the other that is marked confidential or that a reasonable party would understand to be confidential given the nature of the information and the circumstances of disclosure, including the commercial terms of any Order Form.

11.2. Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available other than through breach of this Section; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed without reference to the disclosing party's Confidential Information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party gives the disclosing party prompt prior written notice where legally permitted.

11.3. Duration. Confidentiality obligations survive termination or expiry of these Terms for five (5) years.

12. General

12.1. Governing Law. These Terms and any Order Form are governed by the laws of France, excluding its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms is the competent courts of Paris, France. Wire France retains the right to bring proceedings against Customer in the courts of Customer's registered place of business.

12.2. Entire Agreement. These Terms, together with the applicable Order Form(s) and the DPA, constitute the entire agreement between the parties in respect of the Software and supersede all prior representations, agreements, and understandings. In the event of conflict: the Order Form prevails for commercial terms expressly stated therein; these Terms prevail for all other matters; the DPA prevails for all data protection matters.

12.3. Migration from Prior EULA. For Customers who previously accepted the Pydio Cells Enterprise EULA, these Terms supersede and replace that EULA in its entirety upon execution of any Order Form referencing these Terms.

12.4. Amendments. Wire France may update these Terms from time to time. Wire France will provide at least thirty (30) days' prior written notice of any material change. Changes take effect at the start of the next License Term or renewal period following notice. If Customer objects to a material change, Customer may terminate the affected Order Form by written notice before the effective date of the change, and Wire France will refund any prepaid Fees for the period following termination.

12.5. Assignment. Customer may not assign these Terms or any Order Form without Wire France's prior written consent, not to be unreasonably withheld. Wire France may assign these Terms to any group affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to Customer.

12.6. Force Majeure. Neither party is liable for delay or failure in performance caused by circumstances beyond its reasonable control (force majeure) within the meaning of Article 1218 of the French Civil Code, provided the affected party notifies the other promptly. If the force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form by written notice without further liability.

12.7. Severability. If any provision of these Terms is found invalid or unenforceable by a competent court, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions shall continue in full force and effect.

12.8. Waiver. Failure to enforce any provision of these Terms on any occasion does not constitute a waiver of the right to enforce it on any subsequent occasion.

12.9. Notices. Notices under these Terms must be in writing. Notices to Wire France must be addressed to legal@wire.com. Notices are effective on confirmed delivery by email, personal delivery, or commercial courier.

12.10. Language. These Terms are issued in English. Any translation is provided for convenience only. In the event of conflict between language versions, the English version controls.

Wire France SAS - RCS Paris 752 256 966 - SIREN: 752256966