Article 1 Definitions
In these terms and conditions, the following definitions apply:
- Tolar / Tolar B.V.: the private limited company Tolar B.V., with its registered office in Monster at Vlotlaan 554 (2681 TX), Chamber of Commerce (KVK) number: 42024262, user of these terms and conditions;
- Website: the website tolar.app;
- Platform: the web application app.tolar.app through which the Service is provided to the Customer;
- Service: the use of the AI-driven troubleshooting and knowledge assistant offered by Tolar via the Platform;
- Agreement: the agreement between Tolar and the Customer pursuant to which the Service is provided, of which these terms and conditions form an integral part;
- Admin: the natural person designated on behalf of the Customer as administrator of the Subscription and the Users falling under it, who may also be a User themselves;
- Customer: the legal entity or natural person, acting in the course of a profession or business, who enters into an Agreement with Tolar and who is represented by one or more Admins and/or Users;
- User: any natural person who, from within the Customer’s organization, has access to the Platform, regardless of whether that person is also an Admin;
- Subscription: the agreed form of access to the Service, including single-seat and multi-seat subscriptions, with or without additional add-ons;
- Content: all information, texts, and other content made available by Tolar via the Website and the Platform;
- AI Advice: the output, advice, suggestions, and other results generated by the Platform and shown to a User;
- Parties: Tolar and the Customer jointly.
Article 2 Applicability
These terms and conditions apply to any use of the Website and the Platform, to any waitlist registration, to any Agreement, and to all legal relationships arising therefrom between Tolar and the Customer.
These terms and conditions apply exclusively in a business-to-business (B2B) context; Tolar does not provide the Service to consumers. Both individual technicians or self-employed persons acting in the course of a profession or business (who are then both Admin and User), and organizations with an Admin and one or more Users under it, may act as Customer.
These terms and conditions are complementary to a privacy policy (which also includes DPA arrangements). Arrangements regarding the SLA are included in these terms and conditions.
Deviations from these terms and conditions are only valid if agreed in writing between the Parties.
Article 3 Formation, duration, and termination of the Agreement
The Agreement is formed upon registration for the waitlist, or at the moment a natural person is granted access to the Platform as a User or Admin. In all these cases, the party concerned is deemed to have agreed to these terms and conditions.
Continued use of the Platform confirms agreement with these terms and conditions, even if they have been amended after the start of the Agreement in accordance with Article 14.
If the Customer makes use of a free period or a discounted subscription, these terms and conditions apply in full, also during that period.
Tolar is at all times entitled to unilaterally convert a free package into a paid Subscription after the applicable period has expired, provided that the effective date is confirmed at least 5 days in advance. The payment details for this have already been provided upon registration with the Platform, regardless of whether it concerns a free package.
The Agreement is entered into for an indefinite period, unless the Parties have agreed otherwise in writing (for example, in the case of an annual subscription, see paragraph 7).
The Customer may terminate the Subscription at any time, subject to a notice period of one (1) month, unless otherwise provided in a separate written agreement between the Parties.
In the case of an annual Subscription, termination may take effect at the end of the current subscription period; the Agreement in that case continues until the end of the year already paid for.
Upgrades to the Subscription may, where technically possible, be implemented immediately. Downgrades are processed as of the next billing month.
Article 4 The Service
The Platform is an AI-driven tool trained on technical documentation and knowledge compiled by Tolar, through which Users receive support with troubleshooting and related questions.
The Service and the AI Advice are purely informational and supportive in nature and in no way constitute a substitute for the professional competence, training, certification, or professional judgment of the User.
The User acknowledges and accepts that they remain at all times ultimately responsible for their own actions and decisions, even if these are (partly) based on AI Advice. Errors made by a User based on the Platform or the AI Advice can never be attributed to Tolar or the Platform.
Registrations of new Users are reviewed by Tolar staff before access to the Platform is granted. This review may take up to forty-eight (48) hours.
No rights can be derived from the AI Advice by the Customer, Admin, or User; it expressly constitutes advice and not a binding or guaranteed outcome.
Article 5 Availability and support
Tolar makes efforts to keep the Platform available and, exclusively for Customers with a fully paid Subscription at the regular (100%) rate, maintains a target availability (“Uptime”) of 95% per measurement period.
For Customers making use of a free trial period, a discounted subscription, or an otherwise reduced rate, no guarantees apply and Tolar is not liable with respect to Uptime.
“Downtime” means: any circumstance as a result of which the Platform does not function or is not usable for the User. Availability is measured biweekly and optimized on that basis.
The following are excluded from the downtime measurement: planned maintenance (of which Tolar gives prior notice where possible), force majeure as referred to in Article 10, paragraph 4, and unavailability caused by third parties supplying Tolar, including APIs and other external services on which the Platform depends.
For support, Users and Admins can contact info@tolar.app. Tolar aims to respond to support requests within twenty-four (24) hours; this is a best-efforts obligation and not an obligation to achieve a specific result.
Article 6 Conditions of use
The User and Admin are not permitted to:
- make and/or share with third parties screenshots or other representations of the Platform, the Content, and/or the AI Advice;
- resell or otherwise make available to third parties access to the Platform or the Service, in any form whatsoever;
- scrape, extract, or attempt to extract data, Content, or underlying data from the Platform using automated means;
- share their own account with anyone other than the User concerned.
Any violation or attempted violation, as well as a reasonable suspicion of violation of the provisions of this Article, entitles Tolar to take legal action and/or to suspend the account of the User or Admin concerned with immediate effect, without prejudice to the provisions of Article 12.
Article 7 Prices and payment
All prices charged by Tolar are stated in euros and are inclusive of VAT, unless expressly stated otherwise or agreed otherwise in writing.
Subscriptions can be taken out as single-seat or multi-seat, with or without additional add-ons, and on a monthly or annual payment basis.
Payment for monthly Subscriptions is made by direct debit, which is charged monthly. After termination, the current billing month runs its course, after which no further direct debit is made.
Payment for annual Subscriptions is made in advance of the relevant annual period; after termination, the Agreement continues until the end of the year already paid for.
Tolar is entitled at all times to change the prices it charges. Price changes are communicated to the Customer in advance, whereby the Customer is given the opportunity to terminate the Subscription in accordance with Article 3.
If a direct debit fails, access to the Platform is suspended with immediate effect until the amount owed has been paid.
Tolar does not operate a refund policy. Amounts already paid will not be refunded under any circumstances, except as provided in Article 12, paragraph 2.
If the Customer fails to pay within the agreed period, access is blocked and Tolar retains the right to recover the outstanding amount through methods such as debt collection agencies.
For as long as the Customer is in default, Tolar is entitled to suspend its obligations under the Agreement.
In the event of liquidation, bankruptcy, seizure, or suspension of payment of the Customer, all claims of Tolar against the Customer become immediately and fully due and payable.
If the Customer refuses to cooperate with the performance of the Agreement by Tolar, the Customer remains fully obliged to pay the agreed price to Tolar.
Article 8 Intellectual property
All intellectual property rights to the Platform, the Website, the underlying AI models, and the knowledge base rest exclusively with Tolar.
To the extent that a User or Admin provides feedback, suggestions, questions, or other input via the Platform (“Input”), they hereby grant Tolar a non-exclusive, worldwide, irrevocable, perpetual, transferable, sublicensable, and royalty-free right to use this Input in any manner, including, without limitation, analyzing, processing, reproducing, adapting, and integrating the Input into the Platform, as well as using the Input to train, fine-tune, and improve the underlying models and algorithms.
This provision does not transfer ownership or intellectual property rights held by the User, the Customer, or third parties, nor is it intended to have the User or Customer grant Tolar rights they are not lawfully able to grant. The User and the Customer warrant that the Input they provide does not infringe the rights of third parties and that they are entitled to grant the license referred to above.
For the use of the Input described above, including its use for training and fine-tuning the Platform, Tolar shall at no time owe any fee, royalty, or other compensation to the User, the Customer, or the rightholder(s) of the Input, regardless of the nature or extent of this use.
Tolar is entitled to share the Input with its hosting and AI sub-processors, to the extent necessary for the performance of the Agreement or to improve the Platform.
Nothing in the Agreement or these terms and conditions constitutes a transfer of any intellectual property right to the Customer, Admin, or User.
The Customer obtains, for the duration of the Subscription (including any unpaid trial period), a non-exclusive and non-transferable right of use to the Platform, exclusively for its own business use within the limits of these terms and conditions. This right of use ends by operation of law upon the end of the Subscription.
Article 9 AI Advice and User responsibility
No rights can be derived by the Customer, Admin, or User from the accuracy, completeness, or reliability of the AI Advice.
If a User or Admin is dissatisfied with the AI Advice, they are free to terminate the Subscription in accordance with Article 3; this does not constitute grounds for any form of compensation. It is recommended to first contact support so that any issues can be resolved.
The User and Admin acknowledge that the AI Advice does not replace the expertise of a certified or qualified professional and that the Platform may contain errors or provide incorrect advice.
Tolar is in no way liable for damage of any kind resulting from following AI Advice.
If a User or Admin, based on AI Advice, carries out actions that later prove incorrect, and damage results from this — to themselves, the Customer, or third parties — Tolar is in no way liable for this. The User and Admin remain at all times ultimately responsible for their own actions.
Article 10 Liability
To the extent that Tolar’s liability has not already been excluded elsewhere in these terms and conditions (including in particular Article 9), a liability cap applies to direct damage suffered by the Customer, Admin, or User in connection with the Platform, equal to the subscription fees paid by the relevant Customer in the preceding twelve (12) months, multiplied by 2, with an absolute maximum of €10,000 per event, or per series of related events.
Any liability of Tolar for indirect damage or consequential damage — including in any case loss of profit, missed savings, business interruption, and damage due to loss of data — is expressly excluded.
Without prejudice to the provisions of Article 6:89 of the Dutch Civil Code, any right of the Customer to compensation from Tolar lapses in any case after six (6) months from the event from which the damage directly or indirectly arises.
Tolar is not liable for damage resulting from force majeure. Force majeure includes in any case: disruptions at third parties or suppliers engaged by Tolar (including hosting and API providers), internet or network disruptions, cyberattacks, and other circumstances reasonably beyond Tolar’s control.
The limitations of this Article do not apply insofar as damage is the result of intent or deliberate recklessness on the part of Tolar. The burden of proof for this lies with the User/Admin.
These arrangements apply only to liability claims against Tolar, not to claims made by Tolar against any other party.
Article 11 Indemnification and responsibility for submitted data
Tolar is in no way liable for the consequences of illegal, unlawful, or otherwise legally invalid use of the Platform by the Customer, Admin, or User, including the submission of data that violates applicable laws and regulations or the rights of third parties.
If Tolar receives documents or other data from a User or Admin for use on the Platform, and this data later proves to be illegal, unlawful, or infringing, Tolar is in no way liable for the use of this data by the Platform.
Responsibility and liability for the lawfulness of, and intellectual property rights to, submitted data rest entirely with the User or Admin who submitted or provided this data.
The Customer fully indemnifies Tolar against all third-party claims relating to data provided or submitted by the Customer, Admin, or User.
Article 12 Suspension and termination by Tolar
Tolar reserves the right at all times to refuse or deny a Customer, Admin, or User access to the Platform, regardless of the reason, including in any case non-payment or (suspected) misuse as referred to in Article 6.
If the Customer has fully paid for the Subscription and Tolar decides to terminate the Subscription or restrict access, and more than fourteen (14) days of an already-paid subscription period remain at that time, Tolar will refund the last paid month to the Customer. In the case of an annual subscription, only the months already paid for in the future will be refunded. In the case of one-time purchases (i.e., no active monthly or annual subscription), Tolar owes no refund.
Article 13 Marketing and communication
The Customer, Admin, and User give Tolar permission to send them marketing materials by electronic means, including email campaigns and other commercial communications relating to the Service.
Opting out of such communications is possible at any time via the designated unsubscribe option, without this affecting the Subscription itself.
Article 14 Amendment of these terms and conditions
Tolar is entitled to unilaterally amend these terms and conditions.
Tolar will notify the Customer, Admin, and/or User of any amendment in advance.
Continued use of the Platform after the effective date of the amended terms and conditions constitutes acceptance thereof.
Article 15 Applicable law and disputes
These terms and conditions and any Agreement between Tolar and the Customer are exclusively governed by Dutch law.
Disputes arising from or related to the Agreement shall be submitted exclusively to the competent court in the district of The Hague.
Complaints can be submitted via info@tolar.app and will be handled by Tolar as soon as possible.
If the Customer is dissatisfied with the Service, the Customer is free at all times to terminate the Subscription in accordance with Article 3.
Article 16 Right of withdrawal
Given the digital nature and confidentiality of the services offered by Tolar, Tolar does not offer a right of withdrawal once the Parties have entered into an Agreement.
Article 17 Other provisions
If one or more provisions of these terms and conditions prove to be null and void or voidable, this does not affect the validity of the remaining provisions. A null or voided provision will be replaced by a provision that most closely reflects the intent of the original provision.
The Customer may not transfer the rights and obligations arising from the Agreement to third parties without Tolar’s prior written consent.
By using the Website, by registering for the waitlist, by entering into a Subscription, or by using resources made available by Tolar (such as a whitepaper, newsletter, or training), the party concerned declares that they have read and understood these terms and conditions and agree to them.