General conditions Ublion Version 1.1 (January 2020)

UBLION PUBLIC CLOUD

Ublion is a brand of Cocon BV
Paradijslaan 32, Eindhoven, The Netherlands
Chamber of Commerce: 66318874, VAT: NL856492838B01

1. Definitions
1.1. Platform: The software that Ublion provides; the Ublion Public Cloud Services offered as SaaS (Software as a Service) environment and API.
1.2. Service: making and keeping the platform available.
1.3. Agreement: the agreement between Ublion (supplier) and Customer (Client) for the Service.
1.4. Rates: the price of the use of Ublion PayGo, App, Edition (subscription) in accordance with the applicable rates page (www.ublion.com/ublion-price/) on the Ublion website.
1.5. Customer: the legal person or natural person who has entered into an agreement with Ublion.
1.6. User: the natural person who uses the Service and has been validated by Ublion as a user of the Services.
1.7. Contact person: the User who is authorized to sign on behalf of the Customer to enter into an agreement and the user represents this by acting as the contact person.
1.8. Admin: the created User who has been granted administrative rights by the Contracting Party in the Client’s environment.

2. Applicability
2.1. These general terms and conditions apply to all assignments and subsequent assignments for a Ublion agreement. These general terms and conditions can be consulted on the Ublion website (www.ublion.com/ublion-conditions/)
2.2. The current agreement and rates for the Ublion Public Cloud are stated on the Ublion website.
2.3. By creating an Ublion account, the Client declares that he agrees with the applicability and content of these terms and conditions.

3. Offers
3.1. All offers from Ublion are without obligation, unless otherwise specified by Ublion in writing.

4. Reimbursement and payment
4.1. All mentioned Rates are – unless otherwise stated – in Euros and excluding sales tax (VAT) or other levies imposed by the government.
4.2. If the Client consists of several natural persons and / or legal persons, each of these persons is jointly and severally liable to pay the amounts owed under the agreement on a monthly basis.
4.3. The amounts will be invoiced as mentioned in the payment terms on the website and AppStore. Amounts for the Pay as you Go service will be invoiced after each month period and will be calculated on the basis of the actual consumption as stated on the website.
4.4. Ublion is entitled to adjust the prices at any time. Ublion will announce the changes in writing or via the Service at least thirty (30) days prior to entry into force so that the Customer can take note of them.
4.5. If the Customer does not wish to accept the price change as referred to in the previous paragraph, it may cancel the Agreement. Use of the Service after the effective date applies as acceptance of the amended or supplemented conditions.
4.6. Ublion is entitled, whether or not automated, to read the number of API calls made by client and to use it to arrive at a correct calculation and invoicing. Ublion’s systems provide correct and complete proof of this, without prejudice to the Client’s right to provide proof to the contrary.
4.7. Ublion will automatically send the customer an invoice each month for the use of the service. The payment term of the invoice is 7 days.
4.8. If the Client for any reason whatsoever does not pay the full payment of the due payment in time, the Client will owe statutory interest on the outstanding amount without any notice or notice of default being required. If, after a reminder or notice of default, the Client continues to fail to pay the claim, Ublion may transfer the claim. In this case, in addition to the total amount owed up to that time, the Client is also obliged to reimburse all collection costs, including all costs calculated by external experts. All this without prejudice to Ublion’s right to suspend all or part of the execution of the subscription and to Ublion’s right to exercise any other legal and / or agreed right.

5. The Service
5.1. Ublion will provide the Service to the Client during the term of the Agreement. The information required for the use of the Service is provided by Ublion to the Customer.
5.2. The Client may have the Service used by Users inside or outside the organization for business purposes of the organization.
5.3. Ublion will provide the Service in accordance with the included Service Level Agreement (SLA). If Ublion does not reach a described service level, the SLA will regulate the consequences.
5.4. Ublion will take the measures described in the SLA to protect information stored on the server (s). The information regarding these measures is available to the Customer. Users are expected to use the adequate available safety equipment, insofar as these are not already enforced.
5.5. Ublion has the right to adjust the Services from time to time to improve functionality and to correct errors. Ublion will endeavor to resolve any errors in the Services, but cannot guarantee that all errors will be corrected. If an adjustment leads to major changes in functionality, Ublion will inform the Customer of this at least 24 hours before the change. Because the Service is delivered to multiple customers, it is not possible to waive a specific adjustment only for a specific Customer. Users always log in to the most recent version of the Service.

6. Use of the Service
6.1. The Users determine which documents and / or data files are stored and / or processed and / or exchanged using the Service. Ublion only takes note of the information in these documents and / or data files to the extent that this is necessary for the performance of the Service. The Customer is therefore responsible for ensuring that this information is lawful and does not infringe the rights of third parties. Ublion accepts no liability whatsoever for documents or data files stored, processed and exchanged using the Service. The Client indemnifies Ublion against claims from third parties that are based on the statement that the documents, data files and data files stored, processed and exchanged by the Client, User and / or other parties involved using the Service are unlawful.
6.2. The Client and Users are not permitted to supply, store or process documents and / or data files that have nothing to do with the Service. Ublion reserves the right to check the contents of stored documents and data files for irregularities by means of continuous automatic checks and remove these unauthorized files. These documents and files will not be processed by Ublion.
6.3. Ublion cannot be held responsible for the accuracy of data exchanged with an external system, nor for following standards applicable at the Customer. Ublion supports the processing of documents and data from many sources, but must be operated by skilled Users.
6.4. Ublion is not responsible for checking the legibility or content quality of the documents and / or data files received. Poor quality documents are automatically rejected by Ublion and will not be processed. But nevertheless computing resources are used. Therefore, if a customer or user delivers a significant amount of poor quality documents (more than 50 / month), Ublion is entitled to request an additional fee of EUR 0.01 for each of these documents. Contact support@ublion.com for more information.
6.5. If it appears that information stored and / or exchanged by Users using the Service is unlawful, Ublion will act promptly to remove that information or to make access to it impossible. Under no circumstances will Ublion be liable for damage resulting from that action. Ublion is also not liable for unlawful acts of the Customer or Users.
6.6. Ublion, the Customer and Users are obliged to keep secret the user names, passwords and authentication tokens provided by Ublion or created by Users. Ublion is not liable for misuse or loss of user names and passwords by the Customer, and may assume that Users who log in with the user name, password or token are actually authorized Users. As soon as the Customer knows or has reason to suspect that usernames and passwords have fallen into the hands of unauthorized persons, Ublion must be notified immediately in writing and by telephone.
6.7. Every User is able to change their own password. Owner and Administrator (s) are able to change User passwords. Users are responsible for choosing secure passwords and for regularly changing passwords.
6.8. The Users are obliged to carefully follow Ublion’s instructions for use and instructions and are bound by the prevailing habits of normal business use of such a Service.
6.9. Ublion has the right to transfer the obligations from the Agreement to a third party. The client will not refuse this right without reasonable grounds.
6.10. The Client allows the Ublion to change or replace any part of the (underlying) software or Service without prior permission in order to provide a Service or Service with functionality and quality that are constant or improved for the Client.

7. Support
7.1. The Customer is entitled to online support with the use of the Service and with regard to the functionality of the Service. Ublion cannot guarantee the correctness and / or completeness of answers.
7.2. The operation and guarantees of support are further described in the Service Level Agreement.

8. Confidentiality
8.1. Both Ublion and the Client will maintain confidentiality with regard to data and information regarding the business affairs of the other party or parties obtained during the performance of the agreement. In particular, Ublion will maintain confidentiality with regard to data and information that are stored and / or exchanged using the Service. Because Ublion is a 100% automated service, employees do not have ever access to customer data.
8.2. In some circumstances, for example for support on customer’s request. Ublion employees need to have access to the Service. These employees have individually signed a confidentiality agreement with Ublion with regard to the Customer’s stored data.

9. Privacy
9.1. The Ublion privacy statement applies and can be consulted via the website www.ublion.com/ublion-privacy-uk/
9.2. The Ublion cookie statement applies and can be consulted via the website: www.ublion.com/ublion-cookies/
9.3. The use of the Service may entail the processing of personal data. Ublion acts as an independent intermediary (processor). In that capacity, Ublion will comply with all of its legal obligations. If the Customer is established in a country where the General Data Protection Regulation (GDPR) applies, the Customer also accepts the Processor Agreement as an addendum to these General Terms & Conditions & SLA when entering into the subscription. The processor agreement can be found at www.ublion.com/ublion-gdpr/
9.4. All employees who act under the authority of Ublion and have access to the personal data will also observe confidentiality with regard to the data that they are aware of, unless a legal provision obliges them to communicate. Ublion will take appropriate technical and organizational measures to protect the Client’s data against loss or any form of unlawful processing. These measures will be appropriate, taking into account the state of the art and the costs involved. Ublion will, in particular, exercise extreme care to prevent unauthorized persons from providing unauthorized access to Customer data.

10. Property Rights
10.1. The Client is and remains the owner of the data and document (content) supplied within the Client environment.
10.2. Ublion is a processing service. Client documents are normally deleted within 2 week after processing. Documents can only be saved after the Client’s explicit permission.
10.3. Client can independently remove documents supplied from the client environment.
10.4. The Client grants Ublion the right to use and process documents supplied, this is required for the operation of the Ublion Service.
10.5. All intellectual or industrial property rights to the Service, an extension and the Service rest exclusively with Ublion and / or its licensors. Provision of the Service does not imply a transfer of copyright or any other intellectual or industrial property right to the Service.
10.6. All infrastructure, platform, software, devices and rights of the Service are the property of Ublion.
10.7. The use of the Service and / or Service is not transferable by the Customer or any other party without the prior written permission of Ublion. By using the service, the Customer will have the right to use the Service during the agreed terms.

11. Force majeure
11.1. If Ublion is prevented from fulfilling an obligation under the Agreement as a result of force majeure, then both Ublion and the Client are not obliged to perform for the duration of the agreement. Force majeure also includes a non-attributable shortcoming on the part of suppliers to Ublion.
11.2. If the force majeure situation has lasted longer than 14 days, the Client has the right to terminate the Agreement by giving written notice to Ublion. Performances that have already been performed are then charged proportionally, without the parties owing each other anything else. If, due to force majeure, the Client is unable to fulfill an obligation under the agreement, Ublion may unilaterally terminate the agreement after a period of 14 days. However, the obligation to pay by the Customer remains in full force until the time of termination.

12. Liability
12.1. Ublion Public Cloud is a best effort service and offers no guarantees. All liability of Ublion for attributable failure to comply with the Agreement is excluded. Under no circumstances are Ublion and / or its respective suppliers liable for any special, indirect or consequential damages, or any other damages as a result of any cause and from any source of liability, whether contractual, legal, or tort (including negligence or otherwise) as a result of or in connection with the use of the Service. This also applies to damage due to limitations of the software or to the documents available through the Service.
12.2. Ublion is not liable for indirect damage, including consequential damage, lost profit, lost savings and damage due to business interruption. Nor is Ublion liable for damage or loss of stored data, regardless of whether this data represents a monetary value.
12.3. If a certain action by the Customer or Users demonstrably endangers the general operation of the Service, Ublion is entitled, after a first written warning and written warning, to deny or prevent users from accessing the Service for a certain period of time.

13. Duration, termination and modification of the agreement
13.1. The agreement enters into force on the date that the customer creates an Ublion account. This is the confirmation that the Subscription has been confirmed by the Customer.
13.2. The agreement of all services is entered into for a period of one month, unless a different duration is stated on the Price of the Ublion website https://www.ublion.com/ublion-price/. The payed services are automatically extended by one month every month.
13.3.  Both parties can terminate the service at any time. Cancellation fees may apply for the Pay as you Go billing option, see also https://www.ublion.com/ublion-price/). Both parties must terminate the agreement via the SaaS Portal or by e-mail (support@ublion.com).
13.4. Both Ublion and the Client are entitled, without being obliged to pay damages, to dissolve the Agreement in whole or in part by registered letter or to claim its dissolution in law if: a) the other party has failed to fulfill one (1) or more of its obligations after being given a reasonable period of thirty (30) days in writing to comply with this obligation (s); b) the other party applies for suspension of payment or bankruptcy; c) the other party is declared bankrupt; d) the other party’s company is liquidated.
13.5. Customer has the right to change the agreed Agreement. A change is made on the first day of a new calendar month, taking into account the durations and notice periods of specific forms of agreement. From the date of change, the Client will owe the amended form of agreement.

14. Beta releases

Ublion reserves the right to materially change or discontinue Software or Services designated in Beta stage at any time and without notice to Customer. Access or use of Software or Services identified as not generally available for commercial use, such as “Beta” or “Pre-Release” (“Beta Product”), is restricted to Customer’s internal performance evaluation of the Beta Product. Beta Services are for evaluation purposes and not for production use, are not considered “Services” under this Agreement, are not supported, and may be subject to additional terms. Customer’s access to the Beta Product may be interrupted during maintenance periods. Ublion is not obligated to finally release any version of the Beta Product. Customer will report to Ublion unusual, unplanned, or out of the ordinary events observed in the Beta Product. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE BETA PRODUCTS MAY CONTAIN BUGS, ERRORS AND DEFECTS AND ARE NOT EXPECTED TO FUNCTION WITHOUT INTERRUPTION. UBLION WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH A BETA PRODUCT.

15. Exit
15.1. For the duration of the Agreement, Ublion will retain the stored Data for the processing service for a maximum of 2 weeks after processing. After these 2 weeks, Ublion is entitled to delete the Data, unless otherwise agreed in writing.
15.2. During the term of the Agreement, Ublion will retain the stored Data for the training service for a maximum of 2 weeks. Ublion is entitled to delete the Data in the meantime, unless otherwise agreed in writing.
15.3. After termination of the Agreement, Ublion will delete all Data within 24 hours, unless otherwise agreed in writing.

16. Change of agreement
16.1. Ublion is entitled to change these General Terms and Conditions, provided that it notifies the Customer of the intended changes no later than thirty (30) days before. These changes also apply to existing Agreements.
16.2. Changes of minor importance can be implemented at any time, without the Client’s right to cancel the Agreement.
16.3. If the Client does not want to accept a change in these terms and conditions, he can terminate the Agreement by this date until the new terms and conditions take effect. Use of the Service after the effective date applies as acceptance of the amended or supplemented conditions.

17. Miscellaneous
17.1.1. Dutch law applies to this Agreement and all ensuing or related disputes. Any dispute between the Customer and Ublion with regard to the Agreement will be submitted to the competent court in Arnhem.
17.1.2. Ublion will only use the name and logo of the Customer in press releases, product brochures and on Ublion’s website (s) only after explicit permission from the customer to state that the Customer is a customer of Ublion.
17.1.3. For internal use, Ublion is permitted to monitor the Client’s environment for correct use or to test it against the correct operation of a newer version of the Service.
17.1.4. The Service Level Agreement (SLA) is subject to change and is subject to change without notice, while maintaining or improving the service level.
17.1.5. Without prejudice to its own responsibility, Ublion may engage third parties in the performance of the agreement without prior permission being required. Ublion may also transfer or change its legal relationship on the basis of this agreement to a third party without further cooperation, provided that such transfer takes place as part of the transfer of (a substantial) part of Ublion’s business.
17.1.6. Deviations from the agreement are only valid if agreed in writing. Notifications on the basis of this agreement must be in writing, unless stated otherwise in the agreement.
17.1.7. The applicability of any purchase or other terms and conditions of the Customer is expressly rejected.

Cocon BV, Version 23 januari 2020.