yciar-Terms of service

1. Applicability

By using the YciarSync software (“Service”), or any services of Yciar Solutions BV (“Yciar Solutions”), you (“User”) are agreeing to be bound by the following terms and conditions (“Terms of Service”).

IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Yciar Solutions may from time to time change the Terms of Service. The User has thirty days to protest such changes, after which period the new terms are deemed to have been accepted by the User. If the User does not accept the new terms, Yciar Solutions reserves the right not to extend or renew any licenses and/or related services.

Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

All of the following points that are specific for YciarSync also apply to the Showpad-Hubspot integration

2. Scope and limitation of the Service provided by Yciar Solutions

Yciar Solutions provides the User with a software platform that enables the User to synchronize data and to perform operations as set forth on the Yciar Solutions website (For example, integrations between HubSpot and SAP, Oracle or other systems).

The related services provided by Yciar Solutions are strictly limited to reasonable measures to ensure the working and availability of YciarSync. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.

Yciar Solutions does not screen the data, text or media content, processed through YciarSync by the User. The User is free within the limited scope of its license rights to use and operate YciarSync according to its intended purpose. As a result, the User bears the sole and full responsibility for the content that he processes with the use of YciarSync. We claim no intellectual property rights over the material you provide to the Service and you retain full ownership thereof but agree to grant us a worldwide, transferable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, transmit, edit and translate the material in order to transmit and distribute it over computer networks in connection with providing the Service.

3. User’s obligations and liability

4. Payments and Fees

All amounts invoiced are due and payable within thirty (30) days from the date of the invoice. If payments are not made in time, a penalty applies automatically of 10% of the invoiced amount, with a minimum of €250.

5. Security and data protection

Yciar Solutions will take reasonable steps to ensure that the Service is secure and protected. However, as the Service is delivered through the internet, Yciar Solutions cannot guarantee that YciarSync cannot be hacked, breached or compromised in any manner. In case the User finds or suspects any misuse or security breach, the User will immediately contact Yciar Solutions on carl.bouckaert@yciar-solutions.net.

Yciar Solutions will not store User data on its servers that are not strictly necessary for the delivery of the YciarSync service.

6. Confidentiality

Yciar Solutions acknowledges that all information and/or data that is processed through YciarSync is confidential and represents an important commercial asset of the User. Yciar Solutions will in no way divulge it or make it known to third parties, and will not use this information and/or data for its own benefit without express written permission from the User. Yciar Solutions shall only pass the confidential information and/or data to or make it known to those of its employees and contractors that absolutely must have this information and/or data to provide YciarSync and the related services.

The User undertakes a similar confidentiality obligation with respect to the data that the User receives from Yciar Solutions.

7. Title to YciarSync

All intellectual property rights in, title to or ownership of YciarSync (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with Yciar Solutions. This includes the mechanisms and interfaces built by Yciar Solutions to link with third party API’s. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of Yciar Solutions. User shall not use, print, copy, modify, translate or alter YciarSync in whole or in part.

The Yciar Solutions and YciarSync logo’s and names are protected trademarks of Yciar Solutions. The User is not entitled to use, copy, remove or hide these signs without express written approval of Yciar Solutions.

The User is not allowed to grant any sub-license or other right with respect to YciarSync.

8. Limitation of liability of Yciar Solutions

Yciar Solutions will provide reasonable efforts to ensure the proper functioning of YciarSync as set forth in the Yciar Solutions website

Yciar Solutions represents that YciarSync is developed in a professional manner and is consistent with generally accepted industry standards. Yciar Solutions will continue to improve YciarSync and warrants that YciarSync at all times will comply with such standards. However, Yciar Solutions does not warrant that YciarSync is entirely free of small bugs and errors or that YciarSync will function without interruptions.

Yciar Solutions provides YciarSync “as is”. Yciar Solutions does not warrant that the functions contained in YciarSync will meet the User’s performance requirements or that YciarSync will operate in accordance with the User’s expectations. The User accepts responsibility for the selection of YciarSync, its use and the results to be obtained there from.

Yciar Solutions makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded.

Yciar Solutions can only be held liable for gross negligence (“zware fout”, “faute grave”). It cannot be held liable when a defect or malfunction of YciarSync is attributable to (i) a software or hardware defect that was not issued by Yciar Solutions, or (ii) API Issues, or (iii) the fact that changes or amendments to YciarSync have been made without its permission, or (iv) if the User fails to report immediately any defect together with documentation and information relating to the occurrence of the defect.

The User understands that YciarSync is an online application. Yciar Solutions cannot be held liable when a defect or malfunction of YciarSync is attributable to network or communication issues, or to hacking, malware or other forms of misuse.

Yciar Solutions will not be liable to the User or third parties for loss of profits or business, loss of data, indirect, consequential or incidental damages, even if Yciar Solutions has been advised of the possibility of such losses or damages. For direct damages, if repair in species is not possible, the liability of Yciar Solutions toward the User shall never exceed an amount equal to the license fees paid by the User over the last twelve months. The User shall take all necessary measures that can reasonably be expected to limit its damage.

The User shall indemnify Yciar Solutions and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Yciar Solutions or that Yciar Solutions shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfillment or breach of any obligation of the Terms of Service; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the User’s activities relating to or in connection with the User’s use of YciarSync.

9. Termination for cause

In case Yciar Solutions notices an action by User or lack of action by User that might in Yciar Solutions’s reasonable opinion breach the Terms of Service or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies Yciar Solutions of a possible harm, Yciar Solutions will contact the User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks.

In extreme cases or in case the User fails to timely remedy his breach or the harm caused, Yciar Solutions — at its sole discretion, and if such breach or harm can be reasonably stopped by these means — may immediately and without notice, without intervention of the court (“de plein droit”), block or remove any content and/or terminate or suspend any User license, without any repayment of license fees or other indemnification of User and with complete indemnification of Yciar Solutions.

In case Yciar Solutions discontinues its services or blocks the User’s access to YciarSync on the basis of this provision, User will not be entitled to any indemnification from Yciar Solutions for the damages suffered as a result thereof. If the User unsuccessfully contests Yciar Solutions’s decision in court, the User will reimburse Yciar Solutions’s legal costs and expenses (incl. all attorney fees and costs).

10. Force Majeure

Neither party shall be in default or otherwise liable for any delay in or failure of its performance if such delay or failure arises by any reason beyond its reasonable control, including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party’s employees, agents or contractors.

11. Salvatory clause

Should any part of this agreement be invalid for any reason, it is to be replaced with a corresponding text, which is valid and equivalent to the intended meaning. The rest of the agreement shall remain unaffected and valid.