TERMS OF USE “POLARS ON-PREM”

These are the Terms of Use for Polars Cloud (the "Terms"), a query engine / data management software solution offered by Polars B.V., having its office at the De Boelelaan 7 (1083 HJ) in Amsterdam, The Netherlands, and registered with the Dutch Chamber of Commerce under number 89982223, and in these Terms hereafter referred to as “Polars”.

These Terms can also be viewed and downloaded from the website at <https://www.pola.rs> or may be sent to you upon request.

DEFINITIONS
1. In these Terms, words written with capitals and not defined elsewhere will have the following meaning:
  1. Account: the account of Customer with one ‘workspace’ through which Customer may make use of the Service and retrieve insights (via queries) over the Customer Data;
  2. Business Day: means any weekday (Monday to Friday), other than a bank holiday or public holiday in the Netherlands;
  3. Business Hours: means the hours of 09:00 to 17:00 CET on a Business Day;
  4. Confidential Information: means any and all information, materials or data (in writing, orally or electronically) relating directly or indirectly to Polars and/or the Service, including without limitation to reports, analyses, forecasts, methods, methodologies, designs, drawings, Intellectual Property, algorithms, software, codes (including source codes), computer programs, offers, presentations, technical or business information, financial statements, business plans, marketing and sales plans, actual and new business ideas, customer information, processes, formulas or specifications, and/or any other information that is marked “confidential”, “secret” or similar designation which indicates the confidential nature thereof;
  5. Consultancy Services: means additional configuration, development or consultancy services, as may be provided by Polars to Customer from time to time, for example in connection with the creation of (additional) modules, features or functionality in the Service and/or consultancy services in connection with installing, configuration and updating the Service;
  6. Customer: means the legal person or natural person acting in the exercise of a business or profession who is interested in the Service and/or has accepted these Terms in order to access and make use of the Service and optionally the Consultancy Services;
  7. Customer Data: means all data, ‘query plans’ and materials owned or controlled by Customer, or generated as a result of the use of the Service by the Customer, excluding analytics data relating to the use of the Service and server/query log files;
  8. Force Majeure: means an event, or a series of related events, that is outside the reasonable control of Polars, including but not limited to: a) war, disasters, explosions, fires, floods, riots and terrorist attacks; b) governmental measures and/or governmental cross-border data requests, boycotts or pandemic; c) failures of the Internet or any public telecommunications or data network, failures of Customer’s hardware and/or infrastructure, electricity failures; d) hacker attacks, denial of service attacks, virus or other malicious software attacks or infections; and/or e) failures or force majeure of third party service providers;
  9. GDPR: means the General Data Protection Regulation (Regulation (EU) 2016/679);
  10. Intellectual Property: means any and all intellectual property rights, whether registered or unregistered, such as but not limited to patent rights, copyrights (including rights in source code and object code), database rights, rights in designs, utility models, trademarks, trade and business names and all associated goodwill, rights in or in connection with know-how and trade secrets;
  11. Plan: means the pricing type for use of (part of) the Service, subject to the payment of the relevant fees, in accordance with the details as provided on Polars’ website, or as explicitly agreed with Polars;
  12. Service: means the query engine and data management software solution known under the name ‘Polars Cloud’ as to be installed/deployed onto the Customer’s on-premise local infrastructure in accordance with these Terms.
2. Unless the context shows otherwise, the defined concepts in the singular include also the plural and vice versa.
GENERAL
These Terms apply to all offers and quotes of, or agreements with Polars, as well as to the provision and use of the Service and/or the Consultancy Services. Prior to creating an Account and/or installing the Service for the first time, the Customer is required to agree with and accept the applicability of these Terms. These Terms will constitute the entire agreement between Polars and the Customer with regard to the use of and access to the Service and replace all previous oral or written agreements between the Customer and Polars (to the extent applicable).
The applicability of any purchase terms or any other general conditions of the Customer are explicitly rejected. Additions to or deviations from these Terms shall only apply if and where agreed in writing between Polars and the Customer.
If any provision of these Terms is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of these Terms will not be impaired thereby. In such event, Polars will replace the invalid provision with a provision that is valid and enforceable thereby taking into account the intention of the original provision.
Polars is entitled to unilaterally amend the Terms at any time, and such updated Terms shall enter into effect at least fourteen (14) days from the date they are posted online and/or communicated via email. The updated Terms shall apply in the amended form to any and all subsequent offers, quotes, or subsequent activities in connection with the Service, and/or any other legal relationships subsequently arising. In the event the Customer does not wish to accept the amended version of the Terms, the Customer is entitled to terminate the Service upon the effective date of the changed Terms. The Customer’s continued access to and use of the Service shall reflect Customer’s acceptance of the amended version of the Terms.
These Terms have also been drawn up for the benefit of: (a) all companies which Polars is affiliated with in a group, has or has had a management or cooperation agreement with including their directors and shareholders; (b) all directors, (former) employees and third parties (as well as their heirs) who work/have worked in any way for or were affiliated with or employed by Polars; and (c) all third parties Polars may engage in connection with the provision of the Service. The Terms apply as a third-party clause as referred to in Book 6, Section 253 of the Dutch Civil Code for the benefit of all persons and legal entities referred to in this clause. As a result they are entitled to invoke the respective provisions in these Terms as the occasion arises.
INSTALLMENT AND ACCESS TO THE SERVICE
1. After the Customer has created a valid Account, accepted the Terms and downloaded and installed the Service on its own infrastructure, the Customer will gain access to the Service.
2. Any (delivery) dates or timelines specified by Polars shall be established to the best of Polars’ knowledge on the basis of the information available to it at the time. Any such (delivery) dates or timelines shall in all cases be target dates and shall not bind Polars in any way.
3. The Customer will be independently responsible for the configuration and maintenance of its local infrastructure in order to be able to make use of the Service.
4. The Customer will furthermore be independently responsible for complying with or having installed the minimum (auxiliary) software or system/infrastructure requirements in order to achieve the interoperability with the Service. Polars does not provide any (express or implied) warranty or representation regarding the compatibility of the Service with any other software or (network) systems, unless explicitly indicated otherwise.
5. The amount of individual end-users within Customer’s organisation is unlimited, unless explicitly stated otherwise. The Customer shall not allow third parties to make use of the Service unless written consent has been provided by Polars.
6. The Customer is fully responsible for all activities undertaken by end-users with using the Service.
7. Polars withholds the right to remove or reject a Customer or an Account at its sole discretion, for example when detecting duplicate accounts or suspecting fraud.
FEES AND PAYMENT
1. The Customer will pay the fee applicable to the Plan (if any) and any other applicable charges invoiced, such as but not limited in connection with any agreed or requested Consultancy Services (the “Fees”). The Plan entails either a lump sum fee, or a usage based fee which can be fees per end-user, per vCPU, per vCPUHour, or per memory unit.
2. Consultancy Services shall be invoiced against the pre-agreed hourly rate. If no hourly rate has been agreed for providing the Consultancy Services, Polars’ standard hourly rates shall apply.
3. All Fees are exclusive of value added tax (VAT) and other levies imposed or to be imposed by the government, unless explicitly indicated otherwise by Polars. All Fees are in euros and must be paid in euros, unless explicitly indicated otherwise by Polars.
4. Fees are paid on a monthly basis. For fixed Plans, Fees are invoiced in advance. For usage-based Plans, Fees are invoiced in arrears based on actual usage in the preceding billing period. The Customer shall never be entitled to suspend any payment or to set off amounts due.
5. Polars is entitled to adjust the applicable Fees and prices on an annual basis and without prior notice, in accordance with the index Dienstenprijzen; commerciële dienstverlening en transport, 2021 = 100, as published by the Central Bureau of Statistics in The Netherlands. The indexation will be calculated according to the following calculation method: (most recent index figure new year / index figure previous year -1) x 100%. The new index figure is the most recently published year for which the final index figure is known.
6. If Polars intends to implement Fee or price adjustments other than the indexation referred to in clause 4.5, Polars will notify the Customer in writing with due observance of a term of at least thirty (30) days prior to the intended Fee change effective date. If the Customer does not wish to agree to the Fee adjustment, the Customer is entitled to terminate the Service against the date on which the Fee adjustment would take effect. If the Customer does not terminate the Service before the price change effective date, the Customer is deemed to have accepted the adjusted Fees.
7. If the Customer fails to (timely) pay the Fees due, the Customer will incur statutory commercial interest on the outstanding amount, without any demand or notice of default being required. If the Customer continues to fail to pay the amount due after receipt of the demand or notice of default, Polars may assign the claim, in which case the Customer, in addition to the total amount due at that time, will also be obliged to pay all judicial and extrajudicial costs, including all (legal) costs of third parties.
8. If the Customer fails to (timely) pay any Fees due, Polars also has the right to suspend or limit the Customer’s access to the Service until the outstanding Fees have been fully paid.
USE OF THE SERVICE
1. The Customer shall not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service.
2. The Customer is solely responsible for the management, including checking the correct settings, and use of the Service - also by end-users - and the way in which the results and insights of the Service will be interpreted and used. Customer is also responsible for appropriately instructing end-users and for the use made by end-users, such in accordance with these Terms, and regardless of whether these end-users are in an authority relationship towards Customer.
3. The Customer furthermore warrants and guarantees:
  1. not to use the Service for other purposes than its internal business use;
  2. not to use the Service (or part thereof) for any illegal, fraudulent or unauthorized purpose;
  3. not to sublicense, lease, (re)sell, rent, transfer, distribute, copy, modify, decompile or reverse engineer the Service (or part thereof);
  4. not to upload or transmit Customer Data that is discriminatory, illegal, in breach of applicable law or regulations, or violates third party rights, such as but not limited to Intellectual Property or privacy rights;
  5. not to upload or transmit viruses or any other type of malicious or destructive code;
  6. not to spam, phish, pharm, pretext, spider, crawl, or scrape;
  7. not to interfere with or circumvent the security features of the Service (or part thereof).
4. Polars also has the right to take (temporary) measures to prevent or limit the negative effects of unrightful use, and/or to (temporarily) terminate the Customer’s access to and use of the Service in the event of a violation of these Terms. Customer indemnifies Polars against any claims, costs or expenses, for whatever reason, in connection with Customer’s violation or the warranties as stipulated under clause 5.3.
5. Unless agreed otherwise in writing, the Customer is responsible for the management, including control of the settings, the use of the Service – also by end-users - and the way in which the results and insights of the Service will be interpreted and used. The Customer is also responsible for the instruction to and use by end-users, regardless of whether these end-users are in an authority relationship towards the Customer.
SERVICE PROVISION AND UPDATES
1. Although Polars undertakes to provide and maintain the Service with the most reasonable care, the accuracy and completeness of the functionalities and data within the Service cannot be guaranteed. The Service is provided ‘AS IS’. Polars does not guarantee that the Service shall at all times function without error or interruption, nor that it will be wholly free from defects, errors and bugs. Polars only guarantees the quality, functionality and availability of the Service if and to the extent explicitly guaranteed by Polars in writing.
2. Polars may periodically update the Service in the event of generic improvements. Customer is entitled to receive such generic updates free of charge. Polars shall not be obliged to maintain, modify or add certain features or functionalities to the Service specifically for Customer. Polars cannot be held liable for damages or loss of the Customer or any third party as a consequence of any modification, discontinuance or termination as meant for in this clause.
3. In addition, Polars may continuously develop, update, or introduce new features and functions regarding the Service. Customer is entitled to request such new features or function within the Service, which may be subject to the payment of an additional fee.
INTELLECTUAL PROPERTY RIGHTS
1. All Intellectual Property Rights in and related to the Service shall exclusively vest in Polars or its licensors. The Customer only acquires those rights of use that are explicitly granted in and in accordance with these Terms.
2. All rights of use granted to the Customer hereunder shall be non-exclusive, non-transferable, non-sublicensable and solely granted for internal business use, such until terminated by the Customer or Polars in accordance with these Terms.
3. The Customer is prohibited from removing or amending any indications or credits of Intellectual Property or confidentiality from the Service, websites, data files, documentation or materials as disclosed by Polars.
4. The Customer shall retain the exclusive ownership, including Intellectual Property, in and to the Customer Data.
5. The Customer acknowledges and accepts that Polars is permitted to use the Customer’s, name logo and use-case for (online) marketing purposes.
CONFIDENTIAL INFORMATION
1. Notwithstanding any applicable non-disclosure agreement, any Confidential Information received shall be held in confidence and not be disclosed or used except to the extent that such disclosure or use is reasonably necessary to perform any of the obligations under these Terms, or as explicitly permitted under these Terms.
2. The confidentiality terms in this clause shall not apply to the disclosure of information, that:
  1. is or has become publicly available without breach of the confidentiality provisions;
  2. has been or later is rightfully developed without use, directly or indirectly of the Confidential Information, or obtained from independent sources free from any duty of confidentiality;
  3. is required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body.
3. The burden of proof for raising one of the exclusions in clause 8.2, vests with the Customer invoking this exclusion.
4. Upon the termination of the Service, regardless of the reason thereof, any Confidential Information will be destroyed without withholding any copies thereof, unless statutory provisions (e.g. financial administration) require a longer retention in which event the Customer shall continue to observe applicable security and confidentiality measures.
CUSTOMER DATA
1. Polars does not have access to Customer Data. Customer is fully responsible for the Customer Data that it processes when making use of the Service. Customer guarantees vis-à-vis Polars that the content, use and/or processing of the Customer Data is not unlawful and does not infringe any third party rights. Customer indemnifies Polars against any potential (third party) claims, for whatever reason, in connection with the Customer Data.
2. Polars has no control over, and shall not be responsible or liable for: (a) the uploading, transmission and/or sharing of the Customer Data; (b) verification and validation of the Customer Data; (c) verification and validation of the (data) outcomes, insights, results and visualisations resulting from the use of the Service. The Customer agrees to indemnify and hold Polars harmless from and against any claim, demand, damages or costs, including reasonable attorneys’ fees, arising out of (damage)claims or liabilities arising from the actions under (a), (b) or (c) of this clause.
3. Polars may make use of telemetry, subject to Customer’s opt-in consent. Telemetry covers the automatic collection and transmission of anonymised data from remote or remote points to a central system for monitoring and analysis purposes and improvement of the Service. Telemetry data will not be used by Polars for commercial purposes.
TERMINATION
1. The Service can be terminated for convenience by both the Customer or Polars in writing with due observance of a notice period of at least one (1) full calendar month.
2. Polars also has the right to terminate a Plan, and the corresponding Service and/or Consultancy Services with the Customer with immediate effect and without incurring any liability, by providing notice to the Customer, in the event the Customer:
  1. has been declared bankrupt, or files for bankruptcy;
  2. is granted a (provisional) suspension of payment or requests a suspension of payment;
  3. ceases all (or substantially all of) its business operations;
  4. violates one or more material provisions in these Terms, in particular regarding ‘fair and authorized use’;
  5. does not pay the applicable Fees as they fall due;
  6. is in breach of any material obligations under these Terms and, if such breach can be remedied, fails to remedy it within fourteen (14) days after receiving notice of the breach.
3. Upon the expiration or termination of the Service, regardless of the reason thereof, the right of the Customer to use the Service immediately ceases and access shall be terminated. Upon the expiration or termination of the Service, regardless of the reason thereof, Polars no longer has the obligation to perform Consultancy Services, to the extent applicable. Also Account credentials shall be terminated. Unless otherwise provided for in these Terms, the Customer will never be entitled to any refunds of any Fees, pro rata or otherwise, and any outstanding Fees on the effective date of such termination will become immediately due and payable in full.
LIMITATION OF LIABILITIES
1. To the fullest extent legally permitted, Polars disclaims any and all liability, claims, damages, losses or costs (all in the broadest sense of the word) that may arise in connection with the installation and use of the Service, the inability to use the Service, the provision of the Consultancy Services, tort (including negligence) or otherwise. Also Polars’ liability for the damage, destruction or loss of Customer Data, or for the (temporary) unavailability of the Service, is explicitly excluded.
2. To the fullest extent legally permitted, the aggregated liability of Polars for any and all claims, damages, losses or costs (all in the broadest sense of the word) that may arise in connection with the installation and use of the Service, inability to use the Service, provision of the Consultancy Services, tort (including negligence) or otherwise, and cannot be (fully) disclaimed, shall at all times be limited to a net amount of EUR 500.
3. Polars shall never be liable for any claims, damages, losses or costs incurred by the Customer or any third party which are the result of Force Majeure.
4. Customer shall indemnify and hold harmless Polars from and against any and all claims, damages, losses or costs (including legal /attorney costs) arising from or in any way related to Customer’s use of the Service, including but not limited to:
  1. a violation of these Terms by an end-user within the Customer’s organization;
  2. improper use of the Service by an end-user within the Customer's organization;
  3. a violation of any law, regulations or third party rights by an end-user within the Customer's organization.
APPLICABLE LAW AND DISPUTES
1. These Terms shall be exclusively governed by the laws of The Netherlands.
2. To the extent legally permitted, any disputes that may arise between Polars and the Customer arising from or in connection with these Terms, and cannot be settled amicably, shall be exclusively brought before the competent court of Amsterdam, The Netherlands.
Version May 2026