Terms and conditions

UPTMZ B.V. General Terms and Conditions

Article 1 - Definitions

In these General Terms and Conditions, the following definitions apply:

UPTMZ: UPTMZ B.V. and all its affiliates.

Customer: any natural person acting in the exercise of a profession or business, or any legal person who concludes an agreement with UPTMZ.

Platform: all software, applications, AI systems, algorithms, dashboards, automations, scripts, API links, modules and related technology offered by UPTMZ.

Agreement: any agreement between UPTMZ and Customer regarding the use of the Platform.

License: the limited right of use that UPTMZ grants to the Customer to access and use the Platform.

Article 2 - Applicability

  1. These General Terms and Conditions apply to all offers, offers, agreements and services provided by UPTMZ.
  2. Deviations are only valid if confirmed in writing by UPTMZ.
  3. The Customer's general terms and conditions are expressly rejected.
  4. If any provision proves invalid, the other provisions remain in full force and effect.

Article 3 - Nature of the service

  1. UPTMZ provides software-as-a-service (SaaS) software.
  2. The agreement expressly qualifies as a software license agreement and not as an assignment agreement.
  3. UPTMZ provides technology, automation and software functionalities and does not guarantee specific marketing or business results.
  4. All recommendations, insights, AI suggestions, optimizations and reports are for informational purposes only.
  5. The Customer remains fully responsible for all decisions made on the basis of the Platform.

Article 4 - Conclusion of the agreement

  1. An agreement is concluded as soon as:
  2. a. a quote is accepted;
  3. b. an online order is placed;
  4. c. an account is activated;
  5. d. a payment is made;
  6. e. a digital statement of agreement is provided.
  7. Ticking off an agreement or activating an account is considered a legal signature.

Article 5 - License

  1. UPTMZ grants Customer a limited, non-exclusive, non-transferable and non-sublicensable license.
  2. The license may only be used for Customer's own business.
  3. It is prohibited:
    • copying software;
    • reverse engineering software;
    • reselling software;
    • renting out software;
    • providing access to third parties;
    • circumventing protections;
    • developing competing software based on UPTMZ.
  4. Violation of this article gives UPTMZ the right to terminate the agreement immediately.

Article 6 - Contract duration and extension

  1. Each agreement is entered into for an initial period of twelve (12) months.
  2. The agreement cannot be terminated prematurely during this initial term.
  3. After the end of the initial term, the agreement is automatically renewed for twelve (12) months each time.
  4. Cancellation must be sent by email Support@uptmz.com or located directly in the platform under the category “Billing” —> “Membership” no later than one (1) month before the end of the current contract period.
  5. In the absence of timely cancellation, the agreement will be renewed automatically.

Article 7 - Rates

  1. All rates do not include VAT.
  2. UPTMZ is entitled to adjust rates annually.
  3. Rate changes can take place based on inflation, indexing, market developments, expansion of functionalities or rising operational costs.
  4. Rate changes do not give the Customer the right to terminate the agreement.

Article 8 - Invoicing and payment

  1. The license fee is invoiced three (3) months in advance.
  2. Payment is made by direct debit, Stripe or another payment provider appointed by UPTMZ.
  3. By entering into the agreement, the Customer provides a continuous authorization for direct debit.
  4. The payment obligation occurs when entering into the agreement and is not dependent on actual use of the Platform.
  5. The customer is not entitled to suspend, set off or recover payments.
  6. Amounts already paid are non-refundable.

Article 9 - Default of payment

  1. In the event of late payment, the Customer is immediately in default without further notice of default.
  2. UPTMZ is entitled to:
    • suspending access to the Platform;
    • blocking accounts;
    • disabling functionalities;
    • to take collection measures.
  3. Suspension of the service does not affect the payment obligation.
  4. All judicial and extrajudicial costs are borne by the Customer.

Article 10 - Chargebacks and cancellations

  1. A cancellation, chargeback or dispute of a payment does not release the Customer from its payment obligations.
  2. Each chargeback is considered an attributable shortcoming.
  3. All costs resulting from this are borne by the Customer.
  4. UPTMZ reserves the right to suspend access to the Platform immediately.

Article 11 - Early termination

  1. If Customer:
    • discontinues payments;
    • revokes a collection mandate;
    • files for bankruptcy;
    • requests a suspension;
    • terminates the agreement prematurely;
    • is otherwise deficient,
    UPTMZ is entitled to terminate the agreement immediately.
  2. In that case, the entire remaining contract amount over the remaining term becomes immediately due and payable.

Article 12 - Use of the Platform

  1. Customer is responsible for all activities that take place within his account.
  2. Customer must treat login details confidentially.
  3. Unauthorized use by third parties is entirely at the expense and risk of the Customer.
  4. Customer remains responsible for:
    • advertising accounts;
    • advertising budgets;
    • campaigns;
    • conversion measurements;
    • account settings;
    • compliance with advertising platform guidelines.

Article 13 - Availability, maintenance and updates

  1. UPTMZ strives for the highest possible availability of the Platform.
  2. UPTMZ does not guarantee error-free or uninterrupted operation.
  3. UPTMZ may carry out maintenance, updates and changes without Customer's prior consent.
  4. UPTMZ reserves the right to add, modify or remove functionalities.
  5. Such changes do not entitle you to compensation or dissolution.

Article 14 - External platforms and integrations

  1. UPTMZ functionalities may depend on third parties including Google, Microsoft, Meta, OpenAI, and other vendors.
  2. UPTMZ is not responsible for:
    • failures with third parties;
    • policy changes;
    • price changes;
    • account suspensions;
    • API changes;
    • termination of third-party services.

Article 15 - Intellectual Property

  1. All intellectual property rights remain the exclusive property of UPTMZ.
  2. This includes:
    • software;
    • algorithms;
    • AI models;
    • prompts;
    • scripts;
    • dashboards;
    • documentation;
    • automations;
    • databases;
    • source code.
  3. No ownership rights are transferred to the Customer.

Article 16 - Data and privacy

  1. Data entered by the Customer remains the property of the Customer.
  2. UPTMZ may use anonymized and aggregated data for:
    • product development;
    • analyses;
    • benchmarking;
    • statistical purposes;
    • improvement of AI functionalities.
  3. Personal data is processed in accordance with UPTMZ's privacy statement.
  4. After termination of the agreement, Customer can export data for a maximum of thirty (30) days.
  5. Thereafter, UPTMZ is entitled to delete data.

Article 17 - Confidentiality

  1. Parties treat confidential information strictly confidentially.
  2. This obligation continues to exist even after termination of the agreement.

Article 18 - Liability

  1. Any liability of UPTMZ is limited to the amount paid out by its liability insurance.
  2. If no payment is made, liability is limited to a maximum of the amount paid by the Customer during the three months prior to the incident causing the damage.
  3. UPTMZ is never liable for:
    • indirect damage;
    • consequential damage;
    • loss of profit;
    • loss of turnover;
    • loss of data;
    • reputational damage;
    • missed savings.

Article 19 - Indemnification

  1. The Customer indemnifies UPTMZ against all third-party claims arising from the Customer's use of the Platform.
  2. This includes claims for violation of legislation, advertising guidelines or third party rights.

Article 20 - Force majeure

  1. UPTMZ is not liable for shortcomings as a result of force majeure.
  2. Force majeure also includes:
    • internet glitches;
    • power outages;
    • cyber attacks;
    • failures with cloud providers;
    • strikes;
    • government measures;
    • failure of external platforms.

Article 21 - Change of terms

  1. UPTMZ is entitled to change these General Terms and Conditions unilaterally.
  2. Changes will be announced at least thirty (30) days prior to the effective date via email, the Platform, or the website.
  3. Continued use of the Platform constitutes acceptance of the amended terms.

Article 22 - Transfer

  1. UPTMZ is entitled to transfer its rights and obligations under the agreement to group companies, legal successors or buyers of (part of) its business.
  2. The customer is already giving permission for this.

Article 23 - Applicable law and disputes

  1. All agreements and legal relationships with UPTMZ are exclusively governed by Dutch law.
  2. Disputes will be submitted exclusively to the competent court in the district where UPTMZ has its registered office.

Contact

For questions about these Terms and Conditions, please contact us via the contact form on the UPTMZ website.

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