Terms & Conditions

GENERAL TERMS AND CONDITIONS OF AMAGE24 SERVICES

This document defines the terms on which AMAGE Systems a limited liability company with its registered office in Kraków (the Contractor) provides its client (the Ordering Party) with services related to making available and ensuring the possibility of using AMAGE Services, at the same time supplementing the content of the Agreement concluded by the Ordering Party with the Contractor and constituting its integral part.

The Ordering Party and the Contractor are referred to in the Agreement jointly as the Parties or each separately as the Party.

§ 1

Definitions

In these General Terms and Conditions for AMAGE24 Services (GTC), capitalized terms are given the following meanings:

Agreement – an agreement concluded between the Contractor and the Ordering Party, consisting of these General Terms and Conditions of Order for AMAGE24 Services. AMAGE24 Services – services offered by the Contractor on the basis of the Agreement, under which the Ordering Party obtains, during the subscription period and to the extent indicated in the License, the right to use the Software, update services and remote technical support for the Software, provided to the Ordering Party by the Contractor within the subscription fee. As part of the AMAGE24 Services, the Contractor does not provide any third-party software, even this which is necessary for the use of the Software.

Software – a computer system “AMAGE24” in the SaaS version (Software as a Service), used by the Ordering Party on the terms specified in the Agreement. The scope of functionality of the Software covered by the Agreement is specified in the User Manual.

User Manual – user manual available on the amage24.com website (and at subdomains e.g. www.amage24.com).

Subscription – a mechanism for obtaining a temporary, renewable right to use AMAGE24 Services at the request of the Ordering Party by purchasing a paid subscription, applicable in the Agreement. Subscription Fee – a fee for the provision of AMAGE24 Services, specified in the application and on the amage24 webstie, paid cyclically during the Subscription.

Business Days – days of the week from Monday to Friday from 8:00 to 16:00, excluding public holidays.

Technical Documentation – all types of printed and electronic documents made available to the Ordering Party by the Contractor, concerning the functionality of the Software, technical conditions for its installation, characteristics of the required IT environment, hardware requirements and so on.

Implementation – a part of AMAGE Services, performed before the production launch of the Software together with the Ordering Party’s specialists, including at least the configuration and launch of the Software in accordance with the Ordering Party’s requirements. Contractor’s

Infrastructure – hardware, network and system infrastructure owned and rented by the Contractor used to provide AMAGE24 Services, including in particular the so-called cloud resources such as: Amazon Web Services (“AWS”), Google Cloud Platform (“GCP”), Microsoft Azure (“AZURE”) or Alibaba Cloud (“ALIBABA”).

Ordering Party’s Infrastructure – the infrastructure operated by the Ordering Party, including cooperating software, databases, hardware infrastructure, servers and communication systems, which is the property of the Ordering Party, or to which it has proprietary copyrights or the right to use it on the basis of a license agreement together with intellectual property rights, including in particular computer equipment and ICT infrastructure.

Main User – a person appointed by the Ordering Party with appropriate competences, whose role is to make arrangements with the Contractor on the functioning of the Software in a given area; It is expected that in each relevant area of application of the Software, the Ordering Party will designate a Main User.

Instruction – instructions for installation, operation and use of the Software, made available to the Ordering Party in electronic form.

License – a non-exclusive right to use the Software granted for the duration of the Subscription under the conditions described in § 10 of GTC.

Installation – the place of use of the Software by the Ordering Party. The Ordering Party may use the Software in many places as separate Installations, as far as the Agreement so provides, or on the basis of another agreement.

Force Majeure – an extraordinary external event, independent of the will of the Parties, which could not be prevented by the Party concerned by the prior taking of reasonably available measures, in particular such as: fire, flood, earthquake, action of the elements and forces of nature, hostilities, terrorism, rebellions or revolutions, strikes, etc.

Website – web site located at www.amage24.com and it’s subdomains dedicated to specific solutions e.g. www.amage24.com.

§ 2

Conclusion of the Agreement

The subject of the Agreement is the launch by the Contractor of AMAGE24 Services for the Ordering Party.
The terms for the performance of the Implementation, the scope of the License granted to the Ordering Party and the manner of performance of the Software Subscription are specified in the Agreement.
The conclusion of the Agreement between the Ordering Party and the Contractor takes place by accepting the Terms of Use during the registration process.
The Conclusion of the Agreement takes place at the moment of confirmation of the registration by the Contractor.
By finishing the registration, the Ordering Party declares that it has read the content of these GTC constituting an integral part of the Agreement and accepts its content.

§ 3

Statements of the parties

The Contractor declares that it has all, unrestricted and unencumbered rights to the Software as well as the necessary know-how and experience in the field of its implementation and sharing in the SaaS version.
The Ordering Party declares that understands the rules of using the Software in the SaaS version and that will provide users with appropriate computer equipment and secure access to the Internet in accordance with the requirements specified in the Technical Documentation.

§ 4.

Obligations of the Contractor

The Contractor is obliged to perform the subject of the Agreement in accordance with the conditions set out in the Agreement, with the use of its industry experience, in accordance with the rules of professional expertise and the best practices in the area of performing Implementation.
The Contractor may perform the subject of the Agreement using electronic means of communication, including performing work remotely.
The Contractor undertakes to agree with the Ordering Party on the completion dates of the Implementation and to make all reasonable efforts to perform the Implementation in a manner that does not interfere with the current functioning of the Ordering Party’s enterprise.
The Contractor is obliged to ensure the appropriate quality of the SaaS mechanism to enable the Ordering Party uninterrupted access to the Software during the Subscription period according to defined Service Level Agreement.

§ 5

Obligations of the Ordering Party

The Ordering Party is obliged to cooperate with the Contractor in the performance of the Agreement, in particular at the Implementation stage by providing and making available to the Contractor the necessary information and documents needed to perform the Implementation, in particular to cooperate with the Contractor in the preparation of initial data.
The Contractor shall not be liable for any damage resulting from or in connection with the malfunction and lack of security of the communication infrastructure provided by the Ordering Party, in particular the Contractor shall not be liable for the technical security of computer equipment and communication infrastructure provided to it by the Ordering Party.
The Ordering Party shall be responsible for: a) operation of the Software in accordance with the Technical Documentation made available to it, b) granting permissions to the Software and conducting access control to the Software, c) correctness of input data, d) providing adequate information and training of end users in practical skills in the use of the Software.

§ 6

Conditions and Acceptance of Implementation

The scope of the Implementation aimed at launching the production version of the Software has been presented in detail on the website.
At the request of the Ordering Party (written form under pain of nullity), submitted in a separate order signed by duly authorized representatives, accepted in writing by the Contractor (written form under pain of nullity), the Contractor will provide additional consulting, implementation or training services to the Ordering Party, not covered by the subject of the Agreement. The order will each time include the determination of the subject of these services and the date of their performance. The remuneration for these services will be determined in accordance with the applicable price list of services on the Website.

§7

Remuneration

Prices for individual elements of AMAGE24 Services are presented on the Website.
Applicable prices given on the Website are net prices, to which the value added tax on goods and services (VAT) shall be added in accordance with the rate in force on the day of issuing the invoice;
Conditions and payment terms for invoices are included on the Website.
The Ordering Party authorizes the Contractor to issue invoices without the signature of the recipient.
The remuneration is payable to the Contractor’s bank account specified in the invoice or via the electronic means of payment (e.g. PayPal, Credit Card transactions) whichever is available in the AMAGE24 Services.

§8

Contractor’s liability and contractual penalties

The Parties agree that they shall not be liable for delays in the performance of their obligations under the Agreement as a result of Force Majeure.
The Parties agree that the Contractor may not be accused of lack of due diligence in the implementation of the subject of the Agreement, if it results from: a) the action of the forces of nature; b) failure to provide information, provision of incomplete, inconsistent or misleading information by the Ordering Party, or failure of the Ordering Party to provide the Contractor with documents relevant for the performance of the subject of the Agreement, which the Contractor requested to be granted or to be made available; c) functional capabilities of the Software, specified in the Technical Documentation.

§9.

Duration and Termination of the Agreement

The contract is signed for an indefinite period of time.
The Agreement regarding the Subscription may be terminated by the Ordering Party with a 30-day notice period.
The Agreement may be terminated by written agreement of the Parties at any time.
Each Party is entitled to withdraw from the Agreement in the event that the other Party grossly violates the terms of the Agreement. The condition for withdrawal from the Agreement is the ineffectiveness of the prior written request to the Party violating the Agreement to cease violations within a period of not less than 5 (five) Business Days.
In the event of withdrawal by the Ordering Party from the Agreement or the actual resignation of the Ordering Party from the further performance of the Implementation specified in the Agreement, for reasons attributable to the Ordering Party, the Ordering Party is obliged to pay to the Contractor remuneration for the part of the subject of the Agreement performed so far by him, as well as an amount equal to the Subscription Fee due to the Contractor for the Minimum Subscription Period specified on the Website. Article 644 of the Civil Code shall not apply in this regard.
In the event of termination of the Agreement by the Parties or withdrawal by the Contractor from the Agreement or the Contractor’s actual resignation from further performance of the Agreement for reasons attributable to the Contractor, the Contractor shall return to the Ordering Party everything that it has provided for the performance of the subject of the Agreement.

§10

Intellectual Property – License to Use the Software

The Contractor declares that he is entitled to proprietary copyrights to the Software in full access without any restrictions to third parties.
As part of the provision of AMAGE24 Services, the Contractor grants the Ordering Party a paid, non-exclusive and non-transferable license to use the Software for the duration of the Subscription and on the terms set out in this paragraph.
Granting by the Contractor to the Ordering Party the right to use the Software to the extent specified in the Agreement takes place upon payment of the first tranche of the Subscription Fee.
The Ordering Party agrees and guarantees that the Software will be used only by the Ordering Party directly in its business activity in accordance with the intended purpose of the Software.
The Ordering Party acknowledges that the Software and all copyrights, trade secrets, and other rights, powers, titles and benefits are the exclusive property of the Contractor, and that the conclusion of the license agreement is not the basis for obtaining by the Ordering Party any rights, titles or benefits in connection with the Software other than the non-exclusive right to use the Software in accordance with the conditions set out herein. The Contractor has the exclusive ownership right and exclusive right to modify, translate and adapt the Software and to carry out any other improvements and tweaks that will be performed, delivered, installed or paid for or on behalf of the Ordering Party on a separately agreed basis.
The Ordering Party acknowledges that the data entered by the Ordering Party into the Software databases are stored on the Contractor’s Infrastructure, defined in § 1 of GTC.
The Ordering Party acknowledges that the information contained in the Software is confidential and contains trade secrets and proprietary information owned by the Contractor, as well as that placing a mention of the Intellectual Property Right on the medium containing the Software does not constitute publication or otherwise detract from confidentiality. The Ordering Party shall take all appropriate measures necessary to protect the Contractor’s property rights and the confidentiality of the Software, in particular: a. make the Software available to its employees, representatives and third parties only to the extent that they can perform their usual services to the Ordering Party, provided that such persons act in accordance with the provisions of this paragraph, b. cooperate with the Contractor in enforcing compliance with the provisions of this paragraph by employees, representatives and third parties, c. shall not decompile, modify, amend the structure of the Software, d. shall not translate, adapt, rearrange, reproduce or make any other changes to the Software.
In the event of infringement of the Contractor’s proprietary copyrights, the Ordering Party is obliged to pay the Contractor a contractual penalty in the amount of EUR 50,000.00 for each case of violation, and the Contractor will be entitled to immediately terminate the Agreement.
If the Contractor’s damage exceeds the amount of the contractual penalty referred to in paragraph 8 above, the Contractor has the right to claim supplementary compensation on general terms.
The Ordering Party undertakes to: a. verity the correctness of the Software operation, b. use the Software in accordance with its purpose and the provided Instruction, only on hardware and system software, the type and minimum requirements of which are specified in the Technical Documentation, c. use the Software for its own personal use only. The lease, rental or lending of the Software to any third parties is not permitted.
Any warranties, conditions, express or implied, whether arising from law, custom, and in particular any warranties of merchantability and fitness for purpose or error-free performance are hereby excluded.
In no event shall the Contractor be liable for any damages related to the use of the Software, its failures, errors – including loss of profit, actual losses, disruptions in the operation of the enterprise, loss of information or other financial losses – resulting from the use or inability to use the Software, even if the Contractor has been informed of the possibility of such damages. The Contractor shall not be liable for the inability to use the Software.
The Contractor’s aggregate liability to the Ordering Party or any other party for any loss resulting from any claims or actions arising from the license granted or in any way related to the provision of AMAGE24 Services may not exceed the total amount or Subscription Fee for the use of the Software for a period of 6 months.
The Contractor has the right to terminate the license granted under the Agreement on the basis of a 30 days (30 calendar days) written notice, at the end of the following month, if the Ordering Party fails to comply with any obligation specified in this document, and then fails to remedy such violation to the satisfaction of the Contractor within fourteen (14) calendar days after receipt of the notice.
The expiration or termination of the license does not release the Ordering Party from the obligations listed in § 10 GTC regarding the confidentiality of the Software, which obligations do not expire with the termination of license rights.
The granted license together with the resulting rights and obligations of the Ordering Party may not be transferred, handed over, sold, lent or otherwise transferred by the Ordering Party without the prior written consent of the Contractor.

§11

Subscription

AMAGE24 Services provided by the Contractor after the completion of the Implementation, in accordance with the rules set out in the Agreement, include: a. the Subscription entitling to temporary – during the term of the Agreement – use of the Software only as part of the Installation on the terms described in the Agreement; b. Provision of updates to the Software (update) as part of AMAGE services including, to the extent consistent with the purchased version of the Software, the following elements: i. Technical modernization – development of the Software in terms of increasing the technical quality of the Software’s work, in accordance with the assumptions adopted by the Contractor; ii. Functional amendments in the Software, consisting in the expansion and introduction of new functions to the Software, in accordance with the assumptions adopted by the Contractor. c. Provision of the latest version of the Software (upgrade) – making available to the Ordering Party (the latest version of the Software available to all customers of the Contractor using the Software) covered by the AMAGE service, in accordance with the purchased version to the subscribed Software; d. Technical support services for the Software as part of the AMAGE24 Services, including, to the extent consistent with the purchased version of the service, remote provision of consultations to the Ordering Party related to the use of the Software in the subscription on the terms determined in accordance with § 12 of GTC.
AMAGE’s services may include other items not listed in the Agreement, as long as they are specified, described and priced in the additional offer.
The Contractor shall list the Software covered by AMAGE services. AMAGE services cover current versions of the Software that have been made available to the Ordering Party.
The Subscription is ordered for an indefinite period of time and it cannot be terminated before the end of the Minimum Subscription Period.
The condition for the provision of the Subscription is the completion and settlement of the Implementation on the terms set out in the Agreement and the payment of the relevant Subscription Fee, on the terms specified on the Website.
The Ordering Party’s access to databases using the Software is possible only on condition that each subsequent due tranche of the Subscription Fee has been paid.
In the event of failure to pay the monthly tranche of the Subscription Fee on time, access to the Software is disabled until any outstanding tranches of the Subscription Fee are settled together with accrued interest.
Upon loss of the right to use the Subscription, the Ordering Party loses the right to all other services of the Contractor as part of the AMAGE24 Services. Upon resignation from the provision of AMAGE24 Services, all rights to AMAGE24 Services shall cease.
Software administration services, to the extent consistent with the version of the Software used, include ensuring current access to the latest software updates, ensuring uninterrupted operation of server applications in the cloud (except for periods of temporary interruptions in access to the Software to carry out maintenance work, and also to replace, expand or configure the Contractor’s Infrastructure for use for the functioning of the Software), informing the Ordering Party about the introduced technical modernizations and functional changes in the Software.
The condition for using the Subscription is that the Ordering Party has a permanent connection to the Internet and meets the separate requirements provided for in the Technical Documentation, in particular in the scope of the operating system on appropriate workstations and mobile devices.
Technical support services for the Software are available only to employees of the Ordering Party designated and trained by the Contractor. The general principles of providing technical support are described in § 12 of GTC. Technical support services are provided on Business Days.
Failure by the Ordering Party to pay any amount due for the performance of the Agreement, in particular the lack of timely payment of the Subscription Fee, results in the possibility of immediate suspension of the provision of all services by the Contractor to the Ordering Party, until the date of payment. If the amount due is not settled within 30 days from the date of payment, the Contractor has the right to withdraw from the Agreement for the future and demand a contractual penalty in the amount of one month of the Subscription Fee. The right to withdraw from the Agreement is granted until the date of expiry of its validity period. In the event of withdrawal from the contract by the Contractor in such a situation, the payments made so far are not refundable.
The Ordering Party is obliged under the Agreement to maintain the Subscription for at least the Minimum Subscription Period and is not entitled to resign from the services earlier. This means that during this period, the Ordering Party is obliged to pay the Subscription Fee in a timely manner, regardless of whether it uses the Software.
The Contractor, upon a one-month notice period, reserves the right to suspend the possibility of extending the service (selling additional options or additional seats), suspend the delivery of new versions of the Software as part of the AMAGE24 service and not to extend the AMAGE service for another period.
The Ordering Party has the right to use the Software, subject to the above limitations, for the entire duration of the Agreement.
The Contractor shall not be liable for interruptions in the provision of services or any damage that occurred for reasons other than those attributable solely to the Contractor.
Any further liability of the Contractor in connection with the conclusion of the Agreement is excluded, in particular liability under the statutory warranty is excluded. The scope of rights acquired by the Ordering Party, the responsibility of the creator and manufacturer of the Software related to the use of the Software, in particular the responsibility for the functionality of the Software and possible defects, are specified in § 10 of the GTC. In any case, the Contractor’s liability related to the provision of AMAGE24 services is limited to actual and direct damage and will not exceed the total amount of the Subscription Fee due for Minimum Subscription Period.

§ 12

General terms for the performance of technical support

Receipt of the notification: the notification sent to the monitored mailbox “support@amage24.com” or through the support portal available through the Contractor’s website (www.amagesystems.pl the “Service Desk” link) is verified by dedicated persons on the Contractor’s side.
The notification shall contain a detailed description of the subject of the notification and, if possible, the suspected cause of the incident or other information that may be relevant to the performance of work.
The notification may be made only by persons who have been appointed by the Ordering Party to carry out such activities. It is required to have an account in the Contractor’s support system. The Contractor shall create such accounts free of charge for designated persons on the part of the Ordering Party.
Notifications submitted by e-mail must also be sent from designated e-mail addresses. The notification, at the time of registration in the system, receives a unique identification number, which allows reporting of work and maintaining the continuity of correspondence regarding the notification in the Service Desk system. It is required that all correspondence regarding the application always has an assigned identification number in the subject.
Registration of the notification: The notification is registered by the Contractor/Service Desk, and this fact is confirmed by the Service Desk system via e-mail to the reporting person.
Verification of the notification: The Notification is verified in terms of criticality and type of notification and assigned to the appropriate consultant.
If the notification does not contain the necessary data needed to start or continue the service of the notification by the Contractor, the Contractor shall notify the Ordering Party of this fact, indicating all the shortcomings that shall be filled The Ordering Party is obliged to immediately send the notification supplemented with the required information.
Handling the notification: a consultant dedicated to handling the Notification begins to carry out the work in the shortest possible time, in accordance with the priorities of the notifications and within the hours of work for the Ordering Party and performs the work in accordance with the terms of the Agreement.
Error reduction: for difficult cases, where at the verification stage the consultant finds that it is not possible to remove the problem within the standard lead time, an attempt will be made to find a solution that implements a given business process in an alternative way; if it is acceptable to the Ordering Party, it will be implemented.
The Ordering Party may postpone the date of commencement of handling the notification by the time necessary to secure the data in its possession, in the event that the task is to be carried out is associated with the risk of losing this data.
Due to the criticality of the problems occurring, the following categories of notification are listed: a. Breakdown – the Software does not allow to implement the main business processes, b. Error– the Software shows an error during the implementation of business processes that does not prevent the implementation of the main business processes, c. Malfunction – the Software performs functions not in accordance with the instruction manual or defined business processes, d. Other support – new expectations for possible paid implementation (modifications, new functionalities, adaptations).

§13

Protection of personal data

In connection with the performance of the Agreement, the Contractor may collect, use, send, store (process) information that can be associated with specific persons (hereinafter referred to as “Personal Data of the Ordering Party”) entrusted to it by the Ordering Party as an administrator pursuant to Article 28 of the General Data Protection Regulation of 27 April 2016 (hereinafter referred to as the “Regulation “), on the terms set out in the Regulation and in other provisions of generally applicable law. The purpose of entrusting the processing of personal data of the Ordering Party by the Contractor is only the implementation of the subject of the Agreement.
The scope of entrusted Personal Data of the Ordering Party includes personal data necessary for the implementation of the subject of the Agreement, in particular those that may concern the Ordering Party’s employees, and other natural persons whose Personal Data are necessary for the implementation of the subject of the Agreement, and for whom the Ordering Party is the administrator of personal data or is authorized to provide their data to the Contractor. The Ordering Party’s Personal Data may include: name(s), surname, business address, information about the authorizations and training held and any similar information.
The Ordering Party declares that the entrusted Personal Data of the Ordering Party have been collected in accordance with applicable law.
When processing personal data entrusted by the Ordering Party, the Contractor undertakes to secure them by taking technical and organizational measures referred to in the Regulation (in particular Article 32 of the Regulation) and in the relevant provisions of law and at the level of security not lower than the generally applicable laws required by the Contractor, in accordance with the Personal Data Protection Policy in force at the Contractor enterprise.
The Contractor is obliged to comply with the obligation to respond to the requests of the data subject to the necessary extent and to comply with the obligations set out in Articles 32-36 of the Regulation.
The Contractor undertakes to immediately inform the Ordering Party about any activities with its own participation in matters concerning the protection of the Ordering Party’s Personal Data entrusted to it under the Agreement, carried out in particular before the supervisory authority, public administration bodies, the police or before the courts.
The Contractor undertakes to provide the Ordering Party, at its request, with written information regarding any Personal Data of the Ordering Party, the processing of which has been entrusted to it on the basis of the Agreement.
The Ordering Party is entitled to control the Contractor in accordance with Article 28 section 3 p. (h) of the Regulation in the scope of processing the entrusted Personal Data of the Ordering Party, as to compliance with the relevant provisions of law.
The Contractor undertakes to apply the Ordering Party’s recommendations regarding the improvement of the quality of the security of the Ordering Party’s Personal Data and the manner of their processing, formulated as a result of the inspection carried out by the Ordering Party and to remove any deficiencies found during the inspection within the period indicated by the Data Administrator not longer than 7 days.
After the Ordering Party revokes the consent to the processing of the Ordering Party’s Personal Data entrusted with the Agreement or in any other circumstances causing the expiry of the Agreement, the Contractor shall immediately, within no more than 5 business days from the date of the request by the Ordering Party, destroy all copies of the entrusted Personal Data of the Ordering Party in its possession, collected on all technologically possible carriers, and submit an appropriate statement in this respect.

§ 14

Marketing publications

A Party, with the prior consent of the other Party, has the right to place the data identifying the other Party, in particular its company and its logo, in its reference list, its website, social media channels, as well as in the publication of case studies.
The other Party shall have the power to request the amendment of false or disinforming information contained in the publications referred to in paragraph 1 and to update the identification data referred to in that point.

§15

Final provisions

The Ordering Party may not, without the prior written consent of the Contractor (written form under pain of nullity), transfer any rights or claims arising from the Agreement to any third party.
The Contractor may not, without the prior consent of the Ordering Party, transfer any rights or claims under the Agreement to any third party.
Any changes to the concluded Agreement require a written form under pain of nullity.
In matters not covered by the Agreement, the provisions of the Polish Law shall apply.
Any dispute arising between the Parties related to the conclusion or performance of this Agreement shall be settled amicably by the Parties. In the event of disagreement, the Parties shall submit any disputes to the ordinary court competent for the seat of the Contractor.