User Licence Agreement
Version: July 2025

Effective Date: The agreement becomes effective when the authorised user submits the form and ticks the acceptance box.

Acceptance of Terms
By submitting the onboarding form and checking the agreement box, the individual confirms that they are authorised to act on behalf of the Customer and agree to this legally binding Agreement. This Agreement becomes effective upon submission and acceptance.

1. Parties
This Agreement is between:

• Utilitarian B.V.
  A private limited company incorporated under the laws of the Netherlands, with its registered office at [Insert Address]
  (“Utilitarian”, “we”, “us”, or “our”)

• The Customer
  The legal entity whose authorised representative completes the onboarding form
  (“Customer”, “you”, or “your”)

2. Purpose and Scope
2.1 Utilitarian provides a web-based and mobile-accessible platform to support circular economy practices.
2.2 This Agreement governs the use of the platform, including all features, service tiers, and optional pilot programmes.

3. Licence Grant
• You receive a non-exclusive, non-transferable licence to use the platform for internal business purposes.
• Your personnel may access the platform under your supervision.
• Licence transfer requires written approval.

4. User Roles
The platform supports:

• Consumers – end users of devices  
• Enterprise Suppliers – manufacturers or brands  
• Sustainability Providers – third-party service providers

5. Fees and Payment
• Fees are based on the selected service tier and are due upon registration.
• Additional costs may apply for upgrades or extra services.
• VAT is applicable under Dutch law. No refunds unless explicitly agreed.

6. Data Protection (GDPR)
Both parties comply with the GDPR (EU 2016/679).

Utilitarian acts as Data Processor, the Customer as Data Controller.

Key obligations:

• Lawful consent collection  
• Prompt breach notifications  
• Data access and deletion rights  
• Lawful international transfers and secure processing

7. Use of Generative AI Features
• AI tools are integrated to assist users.
• Utilitarian does not collect personal data for training.
• All AI processing complies with GDPR.
• The Customer is responsible for reviewing AI-generated output.

8. Confidentiality
• All confidential information must be kept strictly confidential.
• Disclosure is allowed only when legally required or under equivalent obligations.

9. Intellectual Property
• Utilitarian owns the platform and all related IP.
• Customer retains rights to uploaded content.
• IP from pilot programs is retained by Utilitarian.

10. Warranties and Responsibilities
• Platform is provided “as is”.
• Customer must use the platform lawfully and maintain backups.

11. Limitation of Liability
• Utilitarian’s liability is limited to fees paid in the last 12 months.
• No liability for indirect or consequential damages, except where legally required.

12. Indemnities
Each party agrees to indemnify the other for:

• Customer: unlawful use of data or content  
• Utilitarian: lacking rights to license the platform

13. Term and Termination
• Either party may terminate with 30 days' written notice or immediately for breach.
• Upon termination, access ends, and data must be retrieved.

14. Governing Law
• This Agreement is governed by Dutch law.
• Disputes will be resolved by the courts of Amsterdam, Netherlands.

15. Miscellaneous
• This is the entire agreement.
• No assignment without written consent.
• Invalid provisions do not affect the rest.
• No public disclosures without mutual approval.