1. General Provisions
1.1. These Terms of Purchase govern the legal relationship between Purchaser and UP42 for the provision of Products or Services. They are an essential part of the Order and govern the rights and obligations of the Parties with respect to the transaction described in it.
1.2. The Parties are deemed to have accepted these Terms of Purchase, which are incorporated into the Order by reference. Conflicting conditions of Purchaser or conditions of Purchaser differing from those indicated in these Terms of Purchase are invalid, unless approved by UP42 in writing. In the event these Terms of Purchase conflict with the terms of the Order, the terms of the Order will prevail.
2. Price, Delivery, and Payment
2.1. Price. The price for the Products or Services supplied by UP42 to Purchaser will be the price specified in the Order.
2.2. Delivery. UP42 will deliver Products and Services in accordance with terms specified by the Parties in the Order.
2.3. Payment. Purchaser will make all payments in accordance with the terms of the Order. Unless otherwise termed in the Order, invoices are due and payable within 30 days from the date of Purchaser’s receipt of the invoice. All amounts payable by Purchaser to UP42 are exclusive of any tax, levy, or similar governmental charge that may be assessed by any jurisdiction. Any late payment will accrue interest at 9% above the 3-month EURIBOR per year.
3. Confidentiality
3.1. The Order, including all information and discussions related to it, is confidential to both Parties. The Parties acknowledge that Products or Services supplied by UP42 and information provided by Purchaser in relation to a purchase under the Order may contain CI, and that the Parties may receive or have access to other proprietary or confidential information disclosed under the Order. Both Parties agree to use the CI exclusively for the performance of the Parties’ obligations under the Order. Except for the above, neither Party shall disclose or make available any CI to a third party and shall take all precautions necessary to ensure strict confidentiality.
3.2. Each Party shall use the same degree of care to prevent and protect the CI from disclosure to a third party as that Party uses to protect its own CI, but in no event less than a reasonable degree of care. All CI disclosed will remain the exclusive property of the disclosing Party. The disclosure of any CI will not cause the receiving Party to have any rights for use of such CI other than as contemplated by the Order. The disclosing Party grants no license to, interest in, or other proprietary right under any intellectual property instrument, expressly or impliedly, to the receiving Party by the disclosure of any CI.
3.3. Upon termination of the Order, the receiving Party shall return to the disclosing Party all items of CI provided. The receiving Party shall expunge all CI provided by the disclosing Party, including all copies, in electronic form on its computers or electronic devices. Notwithstanding the termination of the Order, the obligations of confidentiality, secrecy, and nondisclosure remain binding for an additional period of five years. Where any item of CI constitutes a trade secret, the obligations of confidentiality, secrecy, and nondisclosure remain binding as long as such item remains secret and is not within the public domain, for which the receiving Party bears the burden of proof. The Order is binding upon and will inure to the benefit of the successors and assigns of the Parties.
4. Intellectual Property
4.1. Intellectual property includes, without limitation, all published or unpublished, written or unwritten discoveries, improvements, ideas, patents, patent applications, copyrights, copyright applications, industrial design, industrial design applications, trademarks, trademark applications, trade names, logos, data, systems, confidential information, trade secrets, know-how, business plans, goodwill, and the like, in each case residing with each Party or its licensors.
4.2. The ownership of intellectual property, including all patents, patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in or related to data, products or services furnished by one Party to the other are and will remain the exclusive property of the relevant Party or its licensors, whether or not specifically recognized or perfected under the laws of the Parties’ territories. The other Party will not acquire any right in the data, services, or products, unless specified by written agreement.
4.3. The ownership of all patents, patent rights, copyrights, trade secrets, trademarks, and other proprietary rights in or related to any data, products, or services jointly developed by the Parties under the Order will be vested to one or both Parties under the terms specified in the Order.
5. Licensing
5.1. UP42 and its suppliers license Products and Services rather than transferring title outright.
5.2. Unless expressly termed otherwise in the Order, Purchaser does not acquire ownership of or title to the Products or Services. Purchaser may use the Products or Services as expressly specified in the Order or relevant EULA.
6. Warranty, Liability, and Indemnity
6.1. UP42 warrants it has sufficient ownership or distribution rights in the Products and Services to make these available to Purchaser. UP42 warrants the Products or Services it has delivered correspond to the Order, and the media on which they are supplied are free from defects in materials and workmanship for a period of 30 days after the date of delivery. UP42 does not warrant the Products or Services will meet Purchaser’s needs or expectations. In case of breach of warranty, UP42 shall correct or replace the defective Products or Services or, if UP42 or its supplier determines that such remedies are not practicable, refund to Purchaser the amount Purchaser paid for such Products or Services. Where UP42 Credits are used to obtain Products and Services, UP42’s Credit Refund Policy will apply.
6.2. In case of intentional harm or gross negligence on the part of either Party or its agents in performance, such Party is liable according to the provisions of applicable law. The same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentional, the breaching Party’s liability for damages will be limited to the damage reasonably predictable.
6.3. Subject to the provisions above and the extent to which applicable law requires liability, under no circumstance will either Party, its licensors, or associated persons be liable for consequential damages, including indirect, special, punitive, or incidental damages and lost profits, foreseeable or unforeseeable, based on claims of the other Party, its agents, associated persons, or customers. The Parties expressly waive the right to claims for such damages, which may include but are not limited to, claims for loss of data, goodwill, use of funds or products, interruption in use or availability of data, stoppage of work, or impairment of assets.
6.4. Each Party’s liability for culpable damage to life, body, or health remains unaffected by the foregoing.
6.5. Each Party shall indemnify and hold harmless the other Party for and against any damage, loss, liability, expense, or other claims, including costs and fees for defending such claim, that a Party incurs as a result of any breach of the Order by the other Party, including, without limitation, any negligent act or omission by, or willful misconduct of, the other Party’s employees or agents. Any other claims or remedies which the Parties may assert under this Order or by law are reserved.
6.6. THE PARTIES DISCLAIM ANY LIABILITY NOT EXPRESSLY PROVIDED FOR ABOVE.
7. Term and Termination
7.1. The Order will be effective as of the date of signature by both Parties or when acknowledged by UP42. The Order will remain in full force and effect for a period as provided in the Order or until the Parties have concluded their respective obligations under the Order.
7.2. In case of a material breach of these Terms of Purchase by one Party, the other Party may cancel or terminate the Order with 30 days written notice provided that the breaching Party has not cured the breach during such 30-day period.
7.3. Either Party may cancel or terminate the Order immediately by written notice in the event of a default by the other Party that is material and results from intentional misconduct or grossly negligent acts or omissions.
7.4. Upon termination by UP42, Purchaser shall immediately remove from its computer systems or other storage media all proprietary and CI within Purchaser’s possession or control. Notwithstanding the foregoing, Purchaser may retain proprietary and CI to the extent required to fulfill any obligation to its customers that are dependent upon Products or Services provided under the Order.
8. Final Provisions
8.1. Severability. If any provision of these Terms of Purchase becomes invalid or unenforceable, the remaining provisions will not be affected. The Parties agree to replace the invalid or unenforceable provision with a valid and enforceable provision reflecting as close as possible the spirit and objective of the unenforceable or invalid provision.
8.2. Subcontracting and Assignment. Purchaser shall not assign, delegate, subcontract, or otherwise transfer any of its rights or obligations under the Order to any third party without UP42’s prior written consent. UP42 may assign the Order, in whole or in part, to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of UP42’s assets.
8.3. Governing Law and Dispute Resolution. The Order is governed by the laws of the Federal Republic of Germany. The courts of Berlin, Germany will have exclusive jurisdiction over any dispute about the Order.
8.4. English Language. Unless otherwise agreed, the Parties will give all correspondence and communications required or desired to be given in connection with the supplying of Products or Services in the English language. The language of the Order is the English language, which is the binding and controlling language for all matters relating to the meaning or interpretation of the Order. Any translation of the Order into another language is for convenience only.
8.5. Complete Agreement. The Order contains the entire understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous written or oral negotiations and agreements between the Parties. The Parties may only amend the Order with a writing signed or acknowledged in writing by both Parties.
8.6. Relationship of the Parties. The Order does not constitute, create, give effect to, or imply a joint venture, pooling arrangement, agency, employer-employee relationship, partnership, or formal business organization of any kind.
8.7. Counterparts. The Parties may execute the Order in one or more counterparts, including by facsimile, each of which will be deemed an original, but all of which together will constitute the same instrument.
8.8. Electronic Contracting. If the Order is transmitted electronically, neither Party shall contest its validity, or any acknowledgment of the Order, on the basis that the Order or acknowledgement contains an electronic signature.
9. Definitions
“Confidential Information” or “CI” refers to all information related to the transaction between the Parties provided by one Party to another, marked as confidential or declared so verbally (with written confirmation within 30 days). CI excludes material that:
- was in the receiving Party’s possession without restriction before receipt;
- is in or later enters the public domain;
- the receiving Party generates independently without using the other Party’s CI;
- the receiving Party acquires from a third party not under confidentiality with the disclosing Party;
- is disclosed with the disclosing Party's prior written approval.
“Credit Refund Policy” refers to UP42’s credit refund policy located at https://docs.up42.com/getting-started/refund.
“Credits” means the unit of measure to obtain Products and Services through the UP42 Platform and as further described at https://docs.up42.com/getting-started/purchase.
“EULA” means an end-user license agreement between Purchaser and UP42 or its supplier.
“Order” refers to the written agreement between UP42 and Purchaser that forms the basis of their transaction and includes these Terms of Purchase. Orders may be concluded through the UP42 Platform.
“Party” or “Parties” means either UP42 or Purchaser, either individually or collectively.
“Platform” means UP42’s online marketplace located at https://console.up42.com/.
“Product” means any Credits, imagery, data, product, or solution supplied by UP42 or its suppliers, including, without limitation, information products and digital data sets.
“Purchaser” means the legal entity or government agency that enters or intends to enter into a binding agreement with UP42 to obtain Products or Services.
“Service” means any service or work developed or performed by UP42 or by UP42 in cooperation with Purchaser.
“UP42” means UP42 GmbH, a German limited liability company whose principal office is located at Ohlauer Str. 43, 10999 Berlin, Germany.
Version: 20250801