SaaS Terms and Conditions Ucar
Version 29-01-2025
1. General
1.1 Agreement
A Ucar subscription (hereinafter: “Subscription”) is a binding agreement between the customer (hereinafter: “Subscriber”) and Ucar B.V., located in Bodegraven. The Subscription is concluded by signing the agreement (quote, order confirmation, or otherwise) in which these SaaS (Software as a Service) terms and conditions are declared applicable.
1.2 Definitions
In these terms, Ucar refers to the provision of a software web application (hereinafter: “Application”) via the internet, either by Ucar itself or on behalf of Ucar. The Application enables users to publish and/or read suggestions related to food, without representing any medical or other value. The services covered by this Subscription (hereinafter: “Services”) include, among others:
- Technical operational management of the Application
- Online provision of the standard features of the Application and user documentation
- Storage and backup of Application data and customer data
- Security of the server and customer data
- Maintenance and updates of the Application
1.3 Acceptance of Terms
By signing and using the Services, the Subscriber declares to have read and agreed to these terms.
2. Use of Ucar
2.1 Applicability
These terms apply to the use of the Services by the Subscriber. If the Subscriber does not agree, use is not permitted.
2.2 Intellectual Property
All components of the Application (including software, databases, user interface, and documentation) remain the intellectual property of Ucar or its licensors. The Subscriber does not obtain ownership rights.
2.3 Ownership and Use of Data
The Subscriber’s data remains the property of the Subscriber. Ucar may analyze this data to improve the services and the Application. After the Subscription is terminated, Ucar will return the data upon request and will not keep copies, except in anonymized form.
2.4 Restrictions
The Subscriber may not:
- Modify, hack, or bypass
- Provide to third parties
- Use for illegal activities
- Remove intellectual property rights
3. Duration and Extension of the Subscription
3.1 Duration and Extension
The Subscription has an initial duration of 1 month unless agreed otherwise. Without cancellation, the Subscription will automatically renew monthly.
3.2 Termination
- Consumers may cancel monthly after automatic renewal.
- Ucar may terminate the Subscription with a three-month notice period (six months for consumers).
4. Services and Availability
4.1 Availability
Ucar strives for continuous availability of the Services but does not guarantee this.
4.2 Updates and Maintenance
Ucar will install all interim versions and updates to ensure the operation and security of the Application.
5. Privacy and Security
5.1 Security
The Subscriber’s software must be able to establish a secure connection to the Ucar server. Ucar encrypts data according to current standards.
5.2 Privacy Policy
The Subscriber acknowledges having read Ucar’s privacy policy and agrees to comply with it.
5.3 Suspension of Services
Ucar may suspend access to the Services in case of a violation of these terms or the privacy policy.
6. Data Processing and Ownership
6.1 User Data
Ucar collects, among other things, the following data:
- Name, date of birth, and gender
- Email address (for login and communication)
- Feedback from use
6.2 Data Analysis and Storage
Ucar uses data for anonymized analysis and product improvement. Personal data is deleted upon account deletion.
6.3 Deleting Data
• When an account is deleted, all personal data is removed, but anonymous data is retained.
• Independent users (with email) can delete their account themselves.
7. Prices and Payment Terms
7.1 The Subscription fees are periodically set by Ucar and depend on the duration of the Subscription and a variable component based on the price list. Upon renewal of the Subscription, the price will be determined by the rates applicable at that time, including the variable component.
7.2 Payment must be made within 14 calendar days after the invoice date. In case of late payment (regardless of the reason), the Subscriber will owe interest from the due date according to the applicable commercial interest rate (Article 6:119a of the Dutch Civil Code). Ucar also has the right to charge collection fees, which amount to 10% of the invoice amount, with a minimum of €250.
7.3 Ucar has the right to increase subscription prices annually based on the current price index and CAO wages for Business Services, as published by the Central Bureau of Statistics (with base 1990 = 100).
7.4 Ucar may also adjust prices and fees outside of indexing, with written notice of at least three months. If the Subscriber disagrees with the adjustment, they may cancel the Subscription in writing within 30 days. In this case, Ucar is not obligated to compensate damages or costs.
7.5 All prices are exclusive of VAT and other applicable taxes and charges. The fees owed by the Subscriber must be increased by these taxes.
8. Privacy
8.1 If the Subscription involves the processing of personal data by Ucar concerning the Subscriber, or when personal data is exchanged between the parties, Ucar and the Subscriber will enter into a data processing agreement according to the model attached to the Subscription.
9. Warranties and Liability
9.1 Ucar gives no explicit or implicit warranties concerning the Services, such as availability, interruptions, defects, or suitability for specific purposes. Ucar does not guarantee the accuracy or completeness of the Services. The use of the Services is at the Subscriber’s risk.
9.2 Ucar accepts liability for compensation as legally required.
9.3 Ucar is liable for damage suffered by the Subscriber, provided that this damage is a direct result of a culpable failure in fulfilling the obligations under the Subscription.
9.4 Liability arises only after the Subscriber has given Ucar written notice of default and a reasonable period for remedying the failure.
9.5 The Subscriber must report any damage immediately in writing to Ucar. Any claim expires after 24 months, unless the Subscriber has taken legal action before that time.
9.6 Ucar’s liability is limited to direct damage and is capped at the Subscription fee (excluding VAT) paid for the contract year in which the damage occurred, with a maximum of €1,000.
9.8 Ucar is not liable for indirect damage such as lost profits or missed opportunities.
9.9 The liability limitations do not apply in cases of intent or gross negligence by Ucar or its executives.
9.10 The Subscriber indemnifies Ucar against claims by third parties, including staff and Authorized Users, arising from information on the portal, intellectual property violations, or other legal breaches, including the General Data Protection Regulation (GDPR).
9.11 If the Subscriber is a consumer, they may rely on the liability limitations as described in this article.
10. Termination
10.1 Except in cases of permanent impossibility to perform, the Subscriber can only terminate the agreement if Ucar, after written notice of default with a reasonable period, continues to fail in its obligations.
10.2 If the Subscriber has already received performance, the payment obligations for these performances remain in effect unless the Subscriber proves that Ucar is in material default.
10.3 If the Subscriber is a consumer, they may terminate the agreement without providing reasons within 14 days after entering into the agreement, unless the service has already started with the consumer’s express consent.
11. Force Majeure
11.1 Force majeure on the part of Ucar includes, among other things: force majeure of suppliers, defective goods, government measures, power outages, and other external factors.
11.2 If force majeure lasts longer than 60 days, either party may terminate the agreement in writing. Delivered services will be settled proportionally.
12. Other Terms
12.1 Both parties will keep confidential information, including the Services and Software, secret.
12.2 The agreement is governed by Dutch law, and disputes will be submitted to the Foundation for the Settlement of Automation Disputes (SGOA) after attempting mediation.
12.3 The invalidity of one provision does not affect the validity of the other provisions. Illegal provisions will be replaced by valid provisions that retain as much of the original meaning as possible.
12.4 Ucar may amend the terms, and the amended terms will apply upon renewal of the Subscription. The Subscriber may cancel the Subscription if they do not agree with the amended terms.
13. General Information of Ucar B.V.
13.1 Ucar B.V.
Oud Bodegraafseweg 80
2411 HW Bodegraven
Chamber of Commerce number: 89269071
VAT Identification Number: NL864929596 B01
IBAN: NL72 INGB 0100 9561 30
BIC: INGBNL2A
Contact: info@ucarcollections.com