CODETWO SERVICES PROVISION REGULATIONS

GENERAL PROVISIONS

  1. These Regulations, hereinafter referred to as the Regulations, govern the terms and conditions of contract conclusion and service provision by CodeTwo sp. z o.o. sp. k. seated in Jelenia Góra, ul. Wolności 16, 58-500 Jelenia Góra, Poland, entered in the register of entrepreneurs under KRS number 0000438398, whose registration records are kept by the District Court for Wrocław - Fabryczna in Wrocław, tax identification number NIP: 6112622141, E-mail address: info@codetwo.com, hereinafter referred to as the Manufacturer.
  2. Within the scope of the provided services, hereinafter referred jointly to as the Services, the Manufacturer grants a free license for manufacturer’s software (freeware), hereinafter referred to as the Software / Freeware, grants a license for commercial manufacturer’s software (license sold for a fee), hereinafter referred to as the Software / Commercial Software and provides Technical Assistance for the Commercial Software.
  3. The Manufacturer provides the Services to any parties interested in using the Services in conformity with these Regulations, hereinafter referred to as the Customer/Customers.
  4. The Manufacturer provides the Services using the websites and through the websites owned and administered by the Manufacturer, hereinafter referred to as the Manufacturer’s Websites, including: www.codetwo.pl, www.outlook.pl, www.outlook.com.pl, www.outlook-exchange.pl.
  5. The Services are provided in conformity with these Regulations. The detailed scope, period and the terms and conditions, including the financial terms, of a license granted by the Manufacturer for the Manufacturer’s software, as well as the method of license award, have been determined in the International CodeTwo Licensing Agreement, hereinafter referred to as the Licensing Agreement, and in the current Manufacturer’s price-lists, available to Customers on the Manufacturer’s Websites before making a decision on commencement of the use of the Services. The detailed scope, period and the terms and conditions of the Technical Assistance provided by the Manufacturer are set out in the Terms and Conditions of CodeTwo Technical Assistance and in the current Manufacturer’s price-lists, available to Customers before making a decision on commencement of the use of the Services.
  6. Unless a given Manufacturer’s price-list expressly provides otherwise, all Service rates and prices therein are given in Polish zlotys net of VAT; VAT is calculated each time in conformity with the legal provisions in force.
  7. Documents that specify the detailed terms and conditions of provision of the Services, made available to Customers on the Manufacturer’s Websites, including information for consumers, are provided by the Manufacturer in a manner, which enables Customers in a customary method to permanently store and to reproduce them in an unchanged form.
  8. Subject to a prior agreement between the Manufacturer and the Customer, the order placing procedure provided in these Regulations may be amended and adjusted to the individual requirements of the Customer.

CONSUMER PROTECTION

  1. Services to consumers are provided in conformity with the respective legal provisions in force, including in particular with the Consumer Rights Act of 30 May 2014.
  2. Any necessary information relating to the conclusion of distance contracts enabling consumers to use the Services provided by the Manufacturer is delivered to consumers in an electronic form prior to the placing of an order on the Manufacturer’s Websites or together with the order form. When commencing placing an order or downloading an order form, the Customer shall specify whether she/he enters the agreement as a consumer.

GENERAL LICENSING CONDITIONS

  1. The Manufacturer does not sell the software as such. The Manufacturer only grants a license for using the Manufacturer’s software.
  2. The Manufacturer does not deliver to the Customer a physical medium with a copy of the software. The Manufacturer makes available the Manufacturer’s software on the Manufacturer’s Websites. The Customer may download the installation files of the chosen Manufacturer’s program from the Manufacturer’s Websites after accepting the terms and conditions of the Regulations and after confirming the reading of the Licensing Agreement.
  3. The Manufacturer makes available the Freeware in its full functional version, without temporal restrictions on the use of the software. Commencing the use of the Services requires downloading the installation files of the selected Freeware after accepting the terms and conditions of the Regulations and confirming the reading of the Licensing Agreement by the Customer. The license is granted (the license agreement concluded) in accordance with the provisions of the Licensing Agreement. Using the Freeware entitles the Customer to use upgrades issued by the Manufacturer for a specific Freeware version, i.e. to download the files containing them from the Manufacturer’s Websites and to install them on her/his own in accordance with the terms and conditions of the Licensing Agreement.
  4. The Manufacturer offers the Commercial Software in the “try and buy” formula. Prior to the purchase of the first license the Customer can download from the Manufacturer’s Websites free of charge the full test version of the software and test the software over a test period specified in the price-list of a given software in order to familiarise with the software and check its functionalities. During the product testing phase the use of individual functions of the software may be limited, including, in particular, the data volume, the number of work stations or users supported by the software. Commencing the use of the Services requires downloading the installation files of the selected Commercial Software after accepting the terms and conditions of the Regulations and confirming the reading of the Licensing Agreement. The license for using the software during the test period is granted (the licensing agreement concluded) in accordance with the provisions of the Licensing Agreement.
  5. After the lapse of the test period, and after the expiry of the license term, continued operation of the Commercial Software shall require entering the License Key. The software displays a message informing of the lapse of the test period or the expiry of the license term and of the need to buy a license or stop using the software. In such case the Customer shall be obligated to cease using the software or buy a license.
  6. Purchase of a license for using the Commercial Software after the test period or after the expiry of the license term takes place in accordance with the terms and conditions of the Regulations and the price-list of a given software specifying, among others, the price and term of the license.
  7. Purchase of a license for using the Commercial Software entitles the Customer to use upgrades issued by the Manufacturer for a specific Commercial Software version, i.e. to download the files containing them from the Manufacturer’s Websites and to install them in accordance with the terms and conditions of the Licensing Agreement. An upgrade of a specific version of the Commercial Software to a higher version requires payment in accordance with the price-list of a given software, unless a given upgrade is explicitly marked as being free of charge.

PLACING ORDERS FOR A COMMERCIAL SOFTWARE LICENSE

  1. Pursuant to the terms and conditions of these Regulations, orders are placed on-line on the Manufacturer’s Websites or by sending an order form to the Manufacturer. Subject to the Manufacturer’s consent, the Customer may also place an order in any other mutually agreed way. For orders placed on the Manufacturer’s Websites, one order may exclusively apply to one Commercial Software, selected by the Customer. The Customer may place any number of orders for licenses for any number of Commercial Software products. Within an order placed on the Manufacturer’s Websites, the Customer may order a license with a scope which is not broader than the scope referred to in the price-list of a given software. Placing an order with a scope which is broader than the scope referred to in the price-list of a given software requires a prior personal contact with the Manufacturer and it is not possible using the functionalities available on the Manufacturer’s Websites.
  2. In order to place an order on-line, the Customer completes and approves the order form on the Manufacturer’s Websites in the on-line mode. By completing the order form, the Customer selects a Commercial Software and the scope of the ordered license according to the price-list of a given software. Approval of the order requires each time accepting the Regulations and the price of the license displayed in the order form as well as confirming that the Customer has read the terms and conditions of the Licensing Agreement. A valid and binding agreement, involving payment obligation, is concluded upon the Customer’s approval of the completed order form on the Manufacturer’s Websites.
  3. After placing an order on-line the Customer immediately receives from the Manufacturer, to the e-mail address indicated in the order, an order confirmation including the order number, details for making payment for the placed order and any other necessary information. The Manufacturer makes the Service available not earlier than after receiving the full payment for the placed order from the Customer, within 2 business days following the date of crediting the Manufacturer’s bank account with the due amount.
  4. To place an order by way of sending an order form, the Customer shall download and complete an official order form made available by the Manufacturer on the Manufacturer’s Websites. The order shall be effective provided that the order form has been duly completed by the Customer in conformity with the instructions for the individual items included in the order form. When completing the order form the Customer must fill in all the fields marked as mandatory and provide at least: the identification and registration details, the address and contact details, the name of the selected Commercial Software and the scope of the requested license together with its price calculated according to the price-list of a given software. The order form must be signed with his/her own hand by a person authorised to place the order on behalf of the Customer. A completed order form shall be sent by the Customer to the Manufacturer by regular mail or by fax to the fax number specified in the order form or on the Manufacturer’s Websites at the ”Contact” tab.
  5. In the event that the order form has not been correctly completed, including when the scope of the license or its price are incorrect, the Manufacturer shall notify the Customer thereof to the e-mail address indicated in the order, specifying the incorrectly completed items and the correct scope of the license and its price, if they have been wrongly determined. In such an instance, in order to effectively place the order the Customer must again send a properly completed order form to the Manufacturer.
  6. The date of placing an order by way of sending an order form shall be the date of receipt of a correctly completed order form by the Manufacturer. A legally binding agreement involving payment obligation is concluded at the moment of receipt of a correctly completed order form by the Manufacturer.
  7. Within two business days following the receipt of a correctly completed order form, the Manufacturer sends to the Customer’s e-mail address given in the order, an order confirmation, including the order number, a VAT invoice in an electronic form and other necessary information and makes the Service ordered by the Customer available thereto. The Customer is obligated to pay the price for the Service to the bank account indicated in the received VAT invoice within seven days of the date of receipt thereof in an electronic form, unless the payment term indicated in the invoice is longer.
  8. When the Customer is in arrears with payment for a previously made order, the Manufacturer shall be entitled to suspend performance of the subsequent order (making the Service available) until the Manufacturer’s bank account is credited with the amount due for the order that is being placed.
  9. The Manufacturer makes the Service available to the Customer in conformity with the concluded agreement and with the provisions of the Regulations and of the Licensing Agreement, by sending a License Key to the Customer’s e-mail address indicated in the order. The License Key enables the Customer to activate the Commercial Software after the test period or after the expiry of the license term and entitles the Customer to use the software in conformity with the scope and term of the license paid for thereby.

GENERAL TERMS OF TECHNICAL ASSISTANCE

  1. Technical Assistance exclusively applies to and is provided for the Commercial Software during the license validity term for which the Customer has an active License Key. Technical Assistance is provided only for selected products, clearly marked on the Manufacturer’s Websites. Technical Assistance services are provided for a fee.
  2. Technical Assistance is provided by the Manufacturer to the User. The User is any natural person who uses the Commercial Software in his/her own name as the Customer or any natural person who uses the Commercial Software in the name or on behalf of the Customer’s organization. The user is also a natural person who has been authorized by or who acts in the name or on behalf of the organisation of an entity authorised by the Manufacturer to resell Commercial Software to third parties, even if such person does not use such software himself/ herself.
  3. Commencing the use of the Technical Assistance Services requires placing an order and conclusion of an agreement in conformity with the terms and conditions of the Regulations and with the price-list of a given software, specifying among others the price and duration of the Technical Assistance.
  4. The Manufacturer is entitled to suspend the provision of the Technical Assistance for a Commercial Software with regard of which the full fee for the license granted by the Manufacturer has not been paid on time, until the date of payment of all the fees due.

PLACING ORDERS FOR TECHNICAL ASSISTANCE FOR COMMERCIAL SOFTWARE

  1. Orders are only placed on-line on the Manufacturer’s Websites. One order may refer to the Technical Assistance solely for one selected Commercial Software, for one specific version of that software. The Customer may place any number of orders for the Technical Assistance for any number of Commercial Software products and any number of versions thereof.
  2. To place an order on-line, the Customer completes and approves the order form on the Manufacturer’s Websites in the on-line mode. By completing the order form, the Customer selects the Commercial Software for which the Technical Assistance is to be provided as well as its version and specifies the scope of the license held thereby. An approval of the order requires each time accepting the Regulations and the price of the Service displayed in the order form as well as confirming that the Customer has read the Terms and Conditions of Technical Assistance. A valid and binding agreement, involving payment obligation, is concluded upon the Customer’s approval of the completed order form on the Manufacturer’s Websites.
  3. Technical Assistance may also be ordered together with ordering the license of the Commercial Software on the license order form.
  4. Within two business days following placing the order, the Manufacturer shall send to the Customer (to the e-mail address given in the order), an order confirmation, a VAT invoice in an electronic form including the details required to make payment for the order and any other necessary information and shall make the Service available to the Customer. The Customer is obligated to pay the price for the Service to the bank account indicated in the received VAT invoice within seven days of the date of receipt thereof in an electronic form, unless the payment term indicated in the invoice is longer. If the fee specified in the VAT invoice has not been paid on time, the Manufacturer suspends the provision of the Service until the Manufacturer’s bank account is credited with the full amount due.
  5. The Manufacturer makes the Service available to the Customer in conformity with the concluded agreement and the provisions of the Regulations and the Terms and Conditions of Technical Assistance. The Technical Assistance Service purchased for the Commercial Software and its versions selected upon placing the order does not entitle the User to receive Technical Assistance for any other software or any other version of the selected software.
  6. The price of the Technical Assistance is calculated for the specific version of the Commercial Software. Upon purchase of the Technical Assistance for a more recent version of the Commercial Software different prices of Technical Assistance may apply.

RETURN OF A LICENSE – CONTRACTUAL RIGHT TO TERMINATE

  1. With regard to some of the offered Commercial Software the Manufacturer offers the possibility of its return with no need to provide reasons therefor (contractual right to rescind the agreement). The right of return exclusively applies to the Commercial Software which is clearly marked as covered by such right. With regard to a Commercial Software covered by the right of return the Customer has the contractual right to rescind the licensing agreement within 30 days of the date of conclusion of the agreement, regardless of the reason for the termination.
  2. The contractual right to rescind does not apply to the contracts of purchase of Technical Assistance Services. Exceptionally, when the order for the Technical Assistance is part of an order for a license regarding a given Commercial Software, the right to rescind also applies to the Technical Assistance Services.
  3. In order to rescind the agreement the Customer completes and approves on-line the return form on the Manufacturer’s Websites. While completing the return form the Customer must provide the same identification details as those given in the order as well as the number of the order that is to be returned, or the number of the VAT invoice documenting that order. The date of rescind of the agreement is the date of approving by the Customer of the completed return form on the Manufacturer’s Websites. The date of rescind may not fall later than 30 days after the date of conclusion of the agreement in conformity with the Regulations.
  4. Following rescind of the agreement, the Customer receives confirmation of the agreement rescission from the Manufacturer to the email address indicated in the return form. The fee received on account of the agreement that has been rescinded shall be returned by the Manufacturer within 30 days by bank transfer to the bank account from which the payment has been made.

MANUFACTURER’S LIABILITY

  1. In relations with Customers who are not consumers, these Regulations exclude the Manufacturer’s liability under an implied warranty for defects (pl. rękojmia) pursuant to Art. 558 § 1 of the Polish Civil Code, in accordance with the provisions of Art. 558 § 2 of the Polish Civil Code.
  2. In relations with Customers who are not consumers, these Regulations exclude the Manufacturer’s contractual liability, to the full extent, for any damage resulting from failure to perform or improper performance of the agreement, except for liability for damage caused intentionally (Art. 473 § 2 of the Polish Civil Code).

COMPLAINTS

  1. Any complaints concerning the Services provided by the Manufacturer can be filed by Customers on the Manufacturer’s Websites by completing and approving the return form on-line, by sending a complaint in an electronic form to the email address specified for this purpose on the Manufacturer’s Websites or by sending a complaint in a written form to the Manufacturer’s address: CodeTwo sp. z o.o. sp. k., ul. Wolności 16, 58-500 Jelenia Góra, Poland.
  2. Any complaint is considered by the Manufacturer within 14 days of its receipt. During that period, the Manufacturer notifies the Customer electronically of the outcome of handling the complaint to the email address indicated in the complaint or sends a written notification to the Customer’s address indicated in a complaint sent in writing.
  3. In the event of the Customer notifying that he has not received an e-mail message containing the Service ordered thereby or the invoice by the time provided for in the Regulations, the Manufacturer immediately sends relevant correspondence again.

PERSONAL DATA PROTECTION

  1. Use of the Services by Customers who are natural persons requires provision of personal data necessary to conclude an agreement and to provide the Services. For this purpose, the Manufacturer may request that the Customer should provide, among others: his/her first and last name, address of residence and correspondence address, e-mail address, telephone number. In the order form, the Manufacturer marks the personal information which is mandatory required in order to conclude an agreement and to provide a given Service.
  2. Personal data are provided voluntarily, however refusal to provide them may make it impossible for the Manufacturer to provide the Services. This in particular refers to the need to properly identify the other party to the agreement which is concluded.
  3. By providing his/her personal data a Customer who is a natural person may consent to the processing of such data for commercial and marketing purposes by the Manufacturer or third parties. Such consent is voluntary, not indispensable to use the Services and it may be revoked at any time by sending a respective notice to the Manufacturer’s e-mail address indicated in item 1 of the Regulations.
  4. Personal information is gathered and processed by the Manufacturer in conformity with the Personal Data Protection Act of 29 August 1997. The administrator of personal data is the Manufacturer, i.e. CodeTwo sp. z o.o. sp. k. domiciled in Jelenia Góra, Poland.

FINAL PROVISIONS

  1. By placing an order the Customer consents to receiving any information relating to the Services used by the Customer and to the performance of agreements concluded with the Manufacturer to the email or correspondence addresses indicated in the order. This in particular refers to information about new and updated versions of the software, amendments to the regulations, price-lists and terms of co-operation.
  2. By placing an order the Customer may consent to receiving commercial information from the Manufacturer or from third parties by electronic mail or regular mail to the e-mail and or correspondence addresses given in the order. Such consent is voluntary, it is not indispensable to use the Services and it may be revoked at any time by sending a respective notice to the Manufacturer’s e-mail address indicated in item 1 of the Regulations.
  3. The content placed on the Manufacturer’s Websites is in principle protected pursuant to the Polish Copyright and Related Rights Act of 4 February 1994.
  4. Delivery of unlawful content by Customers and by any other parties that use the Manufacturer’s Websites is prohibited.
  5. Any amendment to these Regulations shall carry the date of its entry into force. Entry into force of an amendment to the Regulations can occur only after its publication on the Manufacturer’s Websites. Amendments to the Regulations shall apply solely to orders placed following the date of their entry into force. Amendments to the Regulations shall be ineffective with reference to orders that have been placed before their entry into force.
  6. The following technical requirements must be fulfilled in order to use the Manufacturer’s Websites: Any of the following web browsers with JavaScript enabled: Internet Explorer 9 or newer, latest Firefox, latest Safari, latest Opera, or latest Google Chrome.

Date of entry into force of the current wording of the Regulations: 2015-05-19

CodeTwo sp. z o.o. sp. k.