– Terms of Use

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Last update: 01/09/2014

DEFINITIONS

Service Provider – Ceesoft Sp. z o.o., distributor of IT security solutions based on the service model, with its registered office in Krakow, ul. Drukarska 18/5, 30-348 Krakow, Poland with registration files kept by the District Court for Kraków-Śródmieście in Krakow, XI Commercial Division of the National Court Register under the number: KRS 0000638966, identified by EU VAT number PL6762514255, REGON 36550568, contact details: phone (+48) 12 376 95 08, fax (+48) 12 376 95 08, e-mail: office@ceesoft.eu

Service Recipient – a business entity having a signed Partner Agreement with Ceesoft Sp. z o.o. and who has placed an order for one of the services offered by the Service Provider

GTC – General Terms and Conditions, this document

Terms – a collection of the information about provided Service or Services, that is in particular: basic functionalities, technical requirements necessary to start the Service, cost of the Service, activation of the Service, minimum purchase, minimum settlement period, etc.

Partner Agreement – a framework agreement for the provisioning of Managed Security Services concluded between the Service Provider and the Service Recipient

Settlement Period – time period for which the liabilities towards the Service Provider are settled for the Services Recipient

Producer – a business entity that create the software and/or hardware on the basis of which the Services are provided by the Service Provider

Parties – the Service Provider and the Service Recipient understood jointly

§1. General Provisions

1.1. The subject of these GTC is to define the type and general conditions for the Services provided by the Service Provider to the Service Recipient.

1.2. The Service Provider provides Services on the terms described in the Partner Agreement, GTC and the Terms and Conditions specified by a given Services Producer. In terms of not regulated in the Producer Terms and Conditions, the GTC shall apply. In case of discrepancies between the provisions of the Partner Agreement and the GTC or the Conditions, the provisions of the Partner Agreement shall prevail.

1.3. The Service Provider reserves the right to modify the manner of providing the Services according to the scope and conditions resulting from the authorization and knowledge, as well according to the changes in Producer Terms and Conditions.

1.4. Placing an order by the Service Recipient is tantamount to reading and accepting all the provisions of the GTC.

1.5. The Service Recipient confirms that, regardless of the content of the GTC, before placing the Service order, he was informed by the Service Provider and familiarized himself with the essential properties of the subject of the order, price and fees, rules for paying the price and fees, costs and the date and method of providing the Service, the period after which he may resign from Services, as well as the method of submitting complaints.

1.6. The personal data of the Service Recipient will be processed by the Service Provider on the terms specified in the Partner Agreement.

§2. Rights and obligations

2.1. The Service Provider undertakes to provide the Services as described in the Partner Agreement with the utmost diligence resulting from the specific nature of his business.

2.2. The Service Provider is not responsible for the content provided by the Service Recipient and / or published by him and for the unauthorized use of authorization data provided to the Service Recipient in order to access the Services provided under the Agreement. The Service Recipient is solely responsible for the content and data provided and / or published by the Service Recipient.

2.3. The Service Recipient undertakes to secure and care for confidential data, in particular authorization data for access to a given Service.

2.4. The Service Recipient undertakes to not use the Services to conduct illegal activities, and in particular  to not publish or process data from an illegal sources or works that violate copyright or good manners.

2.5. The Service Recipient undertakes to not violate the Service Provider's system resources, to which the Service Recipient is not entitled.

2.6. The Service Recipient is obliged to use the Services provided by the Service Provider in accordance with their intended use and in accordance with the Partner Agreement, GTC, relevant Terms and Conditions of a specific Service and applicable law.

2.7. The Service Recipient undertakes to comply with generally accepted customs and regulations applicable to Internet users, and above all not to send unsolicited commercial e-mail correspondence (so-called “spam”).

2.8. The communication between Service Recipient and the Service Provider takes place at the Service Recipient's choice via e-mail, phone or letter to the contact details provided on the Service Provider's website at https://ceesoft.eu/en/contakt.

2.9. The Service Recipient declares that he is the sole owner and / or administrator of the data provided and / or processed through the Services included in the Agreement.

§3. Launching Services

3.1. The start of the Services provisioning by the Service Provider to the Service Recipient requires the conclusion of a Partner Agreement in writing, otherwise null and void. The contract may also be concluded in electronic form, if the Service Provider allows such a possibility.

3.2. The written agreement is valid from the Service Recipient signing date at the Service Provider's seat or from the date of delivery by the Service Recipient of the signed Partner Agreement to the Service Provider's seat. The Agreement concluded in electronic form is effective from the date the Service Provider confirms receipt of the Partner Agreement from the Service Recipient.

3.3. The ordered Services, which are specified in details in the Partner Agreement, will be launched by the Service Provider without undue delay within the time frame specified when placing the order, unless for reasons beyond the Service Provider's control it will not be possible to keep this deadline. In such a situation, the Service Provider will notify the Service Recipient of the reason for the failure to meet the deadline and will indicate a new binding date for Service start.

3.4. The Services are considered as launched on the day on which the Service Provider provides the Service Recipient with Services access data.

3.5. Unless otherwise specified in other Terms, the first billing period for which the Service Recipient is obliged to make monthly payments is counted from the date of Service start.

§4. Payments for the Services

4.1. The Service Recipient undertakes to pay to the Service Provider the subscription fees specified in the price lists of individual Services under specific Terms.

4.2. Unless otherwise specified, the fee for individual subscription periods are made on the basis of  the commercial invoice issued by the Service Provider.

4.3. The Service Provider declares that he is an active VAT payer and is entitled to issue commercial invoices.

4.4. The Service Recipient authorizes the Service Provider to issue commercial invoices without the Service Recipient's signature.

4.5. The Service Recipient agrees to the issuing and submission of commercial invoices by the Service Provider in electronic form.

4.6. The Service Provider has the right to change prices and availability of the provided Services at any time.

4.7. The Service Provider will inform the Service Recipient, at least in electronic form (e-mail), about the content of each change in prices or availability of the provided Services, indicating the effective date at least one month before the change is implemented.

4.8. If the Service Recipient does not accept the changes to the Terms and Conditions of the provided Services, the Service Recipient will have the right to resign from the Services in the notice period specified in the Partner Agreement between the Parties.

4.9. The Service Provider shall charge interest on overdue payments in the amount not exceeding the maximum interest as defined by the Polish Civil Code.

§5. Technical support

5.1. Besides of special cases specified in §7, the Service Recipient has right to benefit from technical support for the purchased Services.

5.2. Technical support is provided by the Service Provider on business days, from 9.00 a.m. to 4.30 p.m. (CET), unless other Terms and Conditions states otherwise.

5.3. Unless otherwise stated in the Terms and Conditions, technical support is provided electronically by sending an e-mail message describing the necessary support to the address support@ceesoft.eu or another e-mail address provided on the Service Provider's website.

5.4. The response time to the notification will not be longer than the end of the next business day.

5.5. In case of the need of maintenance works which may prevent Service availability, the Service Provider undertakes to inform the Service Recipient about the dates of planned technical breaks in the Services provisions at least 5 working days before the planned date of commencement of works.

5.6. The Service Provider reserves the right to have a technical break without the obligation to inform the Service Recipient about the event, in case of need to install critical security fixes or other circumstances justifying an immediate reaction.

§6. Complaints

6.1. The Service Recipient has the right to submit a complaint regarding not fulfilment or improper fulfilment of the Service by the Service Provider. Detailed information on the procedure for submitting and considering complaints by the Service Provider is set out in Annex 2, which is an integral part of the Partner Agreement.

§7. Services suspension

7.1. If the Service Recipient fails to make the payment in the amount due and / or in accordance with the applicable deadlines, the Service Provider will be entitled to immediately suspend the Services provided to the Service Recipient without separate notice / call. The Service Recipient will be informed about that fact by e-mail message.

7.2. The suspension of the Services will be made in particular by blocking access to the purchased Services.

7.3. In case of Services suspension, the Service Provider will not be obliged to maintain the warranty conditions and providing technical support specified in the Partner Agreement and these GTC.

7.4. The Services suspension does not exempt the Service Recipient from the obligation to pay for the use of the Service Provider's Services in the amount as if the Services were not suspended.

7.5. If the Service Provider use the right to suspend the Services, their resumption may take place only if the Service Recipient settles within a maximum of 30 calendar days, counted from the date of arrears specified in point 1 of this paragraph, in total for:

7.5.a) overdue payments for completed Services,

7.5.b) payments for the Services under the Agreement, charged as if the Services had not been suspended.

7.6. Upon fulfillment of the conditions set out in §7.5, the resumption of the suspended Services will take place immediately, not later than within 5 business days from the date of receipt by the Service Provider all the payments described in paragraph 7.5 above.

7.7. The date of payment receipt, is the date when the funds are credited on the Service Provider's bank account.

7.8. In case of non-payment for the Services exceeding a period of 30 calendar days counted from the date of suspension of the Services, the Service Provider has the right to completely and irreversibly block and delete the Services access along with all collected data and configuration settings.

7.9. In the case specified in §7.8, the Service Recipient is not entitled to make any claims against the Service Provider in connection to the information, data or other profits lost.

§8. Services termination

8.1. Unless the Partner Agreement or the content of other Terms provide otherwise, each party may terminate the Service due to important reason with effect on the last day of the settlement period, with a monthly notice period.

8.2. The Service Provider is entitled to suspend the Service and / or terminate it with immediate effect, when applications and software elements used by the Service Recipient or entities cooperating with him disrupt the proper operation of the Service Provider's or third party's technical infrastructure. The termination is justified if the Service Recipient is aware of such action or if the Service Recipient fails to abandon such an action and / or does not remove its effects within 7 calendar days from the date of e-mail notification of this fact by the Service Provider.

8.3. The Service Provider is entitled to terminate the Agreement with immediate effect in case the Service Recipient's delay in paying the payments obliging him under the Agreement (both in terms of the date and the amount) exceeding 30 calendar days, taking into account the relevant provisions of the GTC, Partner Agreement, Terms of Service governing payment dates. The Service Recipient will be informed via e-mail at least 7 calendar days before the planned Services termination date if the Service Recipient's failure to settle outstanding payments by that time.

§9. Final provisioning

9.1. Any technical, technological or commercial nature information, including the terms of payment or related with the company organization, obtained by the other party during the negotiation and execution of the Agreement will be treated as a trade secret within the meaning of the provisions on combating unfair competition, regardless of whether the party has taken the necessary steps to maintain their confidentiality, with the reservation that the parties are entitled to disclose information to the extent required by law, including at the request of authorized bodies.

9.2. The restrictions referred to in paragraph 1. 1 above is valid for the validity period of the Agreement and two years from the date of its expiry or termination.

9.3. Unless the content of the Partner Agreement, GTC or the Terms of a specific Service stipulates otherwise, any changes and additions to it, as well as its termination and Agreement withdrawal, shall be made in writing form under pain of nullity. The above also applies to the parties' declarations made in connection with the conclusion, execution and termination of the Agreement.

9.4. Changing the GTC or the Terms of a specific Service does not constitute an amendment to the Agreement

9.5. The Service Provider will deliver to the Service Recipient, at least in electronic form (e-mail), the content of each amendment to the GTC or the Terms of specific Services, indicating the effective date at least one month before the amendment enters into force.

9.6. In case the Service Provider introduces changes to the GTC or the Terms of a specific Service, unfavorable from the point of view of the contractual interest of the Service Recipient, the Service Recipient will be entitled to terminate the Agreement with the appropriate notice period.

9.7. In the matters not covered by the Partner Agreement, GTC or the Terms of specific Services, the provisions of the Polish Civil Code shall apply.

9.8. In the event of a dispute, the Parties shall endeavor to reach an amicable solution.

9.9. If after 30 days from the commencement of negotiations, the Parties are not able to settle the dispute amicably, each of the Parties may submit the dispute to a common court competent for the seat of the Service Provider.

9.10. The actual text of the GTC and the Terms of specific Services are published on the website https://ceesoft.eu/en/terms-of-use, and also available on request in electronic form.

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