TERMS AND CONDITIONS FOR SALES OF SERVICES AND ORDER COMPLETION

GENERAL PROVISIONS

1. The following Terms and Conditions govern the rules of sales as well as placing and processing orders in CodeTwo s.c. with its registered office in Jelenia Góra 58-500, ul. Wolnosci 16, Poland, hereinafter referred to as the MANUFACTURER.
2. MANUFACTURER is the sole proprietor and administrator of www.codetwo.com internet webpage, hereinafter referred to as MANUFACTURER'S WEBSITE, and the provider of services offered thereby.
3. The services are sold by the MANUFACTURER to persons that expressed the wish to purchase them, hereinafter referred to as the BUYER.
4. The current price list for services offered by the MANUFACTURER is published on MANUFACTURER'S WEBSITE. The prices given are net prices. Depending on the country of residence, the BUYER may be obligated by tax regulations to pay an additional tax. EU's BUYERS shall pay VAT from the purchase price in accordance with the local prevailing rate for this service. In the event that the BUYER, when ordering services, fails to provide a correct VAT EU no. , the MANUFACTURER is obligated to remit the due VAT for the BUYER. If this occurs, 23% VAT will be added to the net sum, which is the prevailing rate for this service in the MANFACTURER's place of residence.
5. One service type offered by the MANUFACTURER via MANUFACTURER'S WEBSITE is the sales of software licenses to MANUFACTURER's software. The MANUFACTURER does not sell its software as it is but it licenses the BUYER to use its application. The comprehensive license agreement specifying the licensing conditions for a specific application is available for approval during installation.
6. The license for MANUFACTURER's software are sold on a "Try and Buy" basis. Prior to purchasing, the BUYER has the opportunity to download a fully functional trial version of the application from the MANUFACTURER'S WEBSITE to learn and test its capabilities for at least a 30-day period.
7. MANUFACTURER provides fully functional 30-day trial versions free of charge.
8. Familiarized with the application's capabilities and functioning, the BUYER may opt to purchase from the MANUFACTURER the license to use the application.
9. Once the payment for the software license is made, the BUYER receives an activation code from the MANUFACTURER to activate the trial version of the application to full version, i.e. not time limited. The MANUFACTURER does not equip the BUYER with a data carrier including a copy of the application. The application is always available to the BUYER for download from the MANUFACTURER'S WEBSITE via the Internet.
10. By placing an order on the MANUFACTURER'S WEBSITE, the BUYER enters into a sales agreement with the MANUFACTURER.
11. By placing an order on the MANUFACTURER'S WEBSITE, the BUYER agrees to accept the provisions of the following Terms and Conditions, as well as accept the license agreement being part of the software in the case of license purchase.

PROCEDURES FOR PLACING AND PROCESSING ORDERS ON MANUFACTURER'S WEBSITE

1. To place an order, the BUYER fills in an order form found on the MANUFACTURER'S WEBSITE. Each application on offer by the MANUFACTURER as well as service requires a separate order form.
2. Placing an order via the MANUFACTURER'S WEBISTES is a form of a pre-payment. The BUYER is granted a particular service once the payment is credited to the MANUFACTURER's bank or PayPal account.
3. Upon completion of the order form, the BUYER will be transferred to PayPal website, where the payment for the ordered service can be made.
4. PayPal enables payments made by credit cards, electronic checks, or PayPal accounts. The available currency is dependent on the BUYER's country of residence . A detailed description of PayPal system is available at www.paypal.com.
5. The BUYER may opt to make a payment via a bank money transfer to the MANUFACTURER's account. The details of the MANUFACTURER's bank account are published on the MANUFACTURER'S WEBSITE in the Contact Us section.
6. MANUFACTURER shall provide the BUYER with the service within 2 business days (the Polish calendar shall prevail) from the date the MANUFACTURER's account is credited with the payment in the agreed-upon amount (or from the date a valid confirmation of a completed money transfer is received from the BUYER), and the MANUFACTURER is provided by the BUYER with all information necessary to complete the order and deliver the service. In particular, when purchasing a license for MANUFACTURER's software, the BUYER is obligated to send a unique registration code to the MANUFACTURER.
7. The VAT invoice for the purchased services shall be sent to the BUYER via e-mail in a PDF format within 2 business days (the Polish calendar shall prevail) from the date the payment is credited to the MANUFACTURER's bank account.
8. The BUYER holds the right to cancel the order with no penalty, provided that the service has not yet been delivered by the MANUFACTURER.

PROCEDURES FOR PLACING AND PROCESSING ORDERS VIA PURCHASE ORDER

1. The BUYER holds the right to place an order for MANUFACTURER's service via an official PURCHASE ORDER. In this case, the MANUFACTURER delivers to the BUYER the service and the VAT invoice before the MANUFACTURER's bank account is credited with the payment.
2. PURCHASE ORDER sent by the BUYER must include at least:
   • Business name and address of the ordering party
   • Order date
   • Name and quantity of ordered services incl. agreed prices
   • Signature of a person authorized to place orders
3. PURCHASE ORDER must be sent by fax to the MANUFACTURER. The MANUFACTURER's fax number can be found on the MANUFACTURER'S WEBSITE in the Contact Us section.
4. By sending a PURCHASE ORDER to the MANUFACTURER, the BUYER places a legally binding order for MANUFACTURER's services.
5. MANUFACTURER shall deliver the service to the BUYER within 2 business days (the Polish calendar shall prevail) from the date of receipt of PURCHASE ORDER conforming to all necessary requirements and provided that the BUYER has sent all the information necessary to complete the order and deliver the service. In particular, when purchasing a license for MANUFACTURER's software, the BUYER is obligated to send a unique registration code to the MANUFACTURER.
6. MANUFACTURER shall send to the BUYER a VAT invoice for the ordered services within 2 business days (the Polish calendar shall prevail) from the date of the receipt of the official PURCHASE ORDER that conforms to all the necessary requirements and provided that the BUYER has sent all the information necessary to complete the order and deliver the service. The amount indicated in the VAT invoice shall correspond to the previously agreed-upon sum included in the PURCHASE ORDER. The VAT invoice also specifies previously agreed-upon time and payment method. VAT invoices are e-mailed as a PDF document.
7. The BUYER shall pay the amount in full in the period and manner specified in the VAT invoice.
8. In justified cases, the MANUFACTURER may refuse to complete the order placed by the BUYER via PURCHASE ORDER.

TECHNICAL SUPPORT

TECHNICAL SUPPORT GENERAL PROVISIONS

1. The following terms and conditions apply to TECHNICAL SUPPORT for applications manufactured by CodeTwo s.c., with its register office in Jelenia Góra 58-500, ul. Wolnosci 16, hereinafter referred to as the MANUFACTURER.
2. TECHNICAL SUPPORT is provided by the MANUFACTURER to the software USER. The USER is a physical person, a business entity, or other organization that has installed and utilizes the software on its computers, or a business entity that does not use the MANUFACTURER's software directly but is authorized by the MANUFACTURER to its resale to third parties.
3. Full TECHNICAL SUPPORT applies only to commercial software, i.e. paid and trial versions of this software. TECHNICAL SUPPORT does not apply to freeware distributed by the MANUFACTURER under free license.
4. MANUFACTURER shall provide two types of TECHNICAL SUPPORT:
   • E-MAIL SUPPORT
   • LIVE SUPPORT

E-MAIL SUPPORT

1. In E-MAIL SUPPORT, the USER contacts the MANUFACTURER via the web form to ask questions concerning the software's functioning or to solve problems that have emerged during usage of software.
2. MANUFACTURER shall answer all queries sent by the USER via the web form as quickly as possible, but not later than 1 business day (the Polish calendar shall prevail) from receipt of the query.

LIVE SUPPORT

1. In LIVE SUPPORT, the USER contacts the MANUFACTURER in real time by phone, internet messenger, or Online presentation to ask questions related to the functioning of MANUFACTURER's software or to solve problems that have emerged during the usage of software.
2. The charge for the phone call will be billed to the USER in accordance with the fees of the USER's telephone provider.
3. The infrastructure for the Online presentation (Online Meetings) shall be provided for and paid in full by the MANUFACTURER of the software.
4. The contact unit for LIVE SUPPORT, hereinafter referred to as TICKET, is one question or one problem related to one application of the MANUFACTURER.
5. If the USER asks another question or reports another problem, a new TICKET is started.
6. MANUFACTURER shall contact the USER reporting a problem or asking a question as quickly as possible, but not later than 1 business day (the Polish calendar shall prevail) from the start of the TICKET.
7. One TICKET is not limited to one interaction between the USER and the MANUFACTURER. The TICKET shall continue until the problem is resolved or the question answered, regardless of the number of interactions that are necessary. A resolution of a problem is not equivalent to its removal for the problem may prove unsolvable. In this case, the MANUFACTIRER shall provide the USER with information detailing the causes of the problem.
8. Once the question has been answered or the problems resolved or an explanation has been provided, the TICKET is deemed closed. To return to a closed TICKET, the USER may open a new TICKET or reopen the old one.
9. LIVE SUPPORT hours are Monday through Friday from 9 AM – 00:30 AM CET, except for Polish public holidays. The current calendar showing Polish public holidays can be found on this website.

TECHNICAL SUPPORT PRICE LIST

1. TECHNICAL SUPPORT services are purchased separately for each commercial application of the MANUFACTURER. The purchase of TECHNICAL SUPPORT for one application does not entitle the USER to receive TECHNICAL SUPPORT in a different application.
2. TECHNICAL SUPPORT services are purchased for a definite version of software. A new price list may apply when ordering TECHNICAL SUPPORT for a new version of software.
3. The following prices of TECHNICAL SUPPORT services apply to commercial software of the MANUFACTURER:
   • CodeTwo Public Folders
   • CodeTwo Exchange Rules PRO
   • CodeTwo Exchange Rules 2003
   • CodeTwo Exchange Rules 2007
   • CodeTwo Exchange Rules 2010
   • CodeTwo Exchange Sync
   • CodeTwo Outlook Sync
4. The prices given are net prices. Depending on the country of residence, the BUYER may be obligated by tax regulations to pay an additional tax. BUYER residing in European Union shall pay VAT from the purchase price in accordance with the Polish prevailing rate for this service.

TECHNICAL SUPPORT PAYMENTS

1. Payments for TECHNICAL SUPPRT shall be made prior to using TECHNICAL SUPPORT.
2. To make the payment for TECHNICAL SUPPORT, please use the on-line order form available on the MANUFACTURER's website. The orders and payments for services will be processed in accordance with the Terms and Conditions of Orders Completion available on the MANUFACTURER's website.
3. MANUFACTURER shall not provide TECHNICAL SUPPORT to USERS who failed to settle all outstanding payments, due either for the purchase of software license or TECHNICAL SUPPORT services.

TECHNICAL SUPPORT FINAL PROVISIONS

1. MANUFACTURER reserves the right to make changes and alternations to the following terms and conditions and the price list of TECHNICAL SUPPORT. The changes and alternations shall be binding from the date of publishing. Each change of the following terms and conditions shall be published together with the date of the last change.

SOFTWARE UPGRADES

1. The purchase of a license entitles the licensee to free use, download, and installation of all patches and hot fixes issued by the MANUFACTURER that are dedicated to the purchased version. Upgrade of the software to higher versions that carry new functionalities may be payable.

REFUNDS AND RETURNS

1. The BUYER has the right to file for a refund during 120 days from the purchase date and delivery of the product. If the BUYER wants to file for a refund when this period has expired, the MANUFACTURER reserves the right to deny refunds.
2. The refund will be executed via PayPal or wire transfer within 3 business days.
3. When requesting a refund, the BUYER is required to send to the MANUFACTURER all evidence to support faulty behavior of the application that is enough to exemplify the problem. The evidence can be sent as screenshots, videos etc.
4. BUYER is required to submit a request for a refund along with an email message where the problem is described and method of reproduction provided.
5. By requesting a refund, the BUYER agrees to have the MANUFACTURER's technicians connect to the BUYER's computer system in order to inspect the application that is causing the problem.
6. If the BUYER fails to provide enough evidence to exemplify the problem, or fails to provide access for the MANUFACTURER's Technicians to the computer system in question, the refund process cannot continue.
7. All applications developed by the MANUFACTURER are made available to the BUYER prior to purchase as fully functional trial copies free of charge.
8. Prior to the purchase the BUYER is obligated to download the trial, install and test on all computers that will use the program.
9. By placing the order for the product, the BUYER acknowledges that they have completed the tests of the trial version as specified in 8. and that the capabilities of the application are known to the BUYER.
10. BUYER may not request a refund using as grounds the behavior of the program that can be discovered in the trial version.
11. The MANUFACTURER reserves 40 days from the date the problem is confirmed by the MANUFACTURER's Technicians to resolve the problem in the product. The confirmation will be issued only if the BUYER provides evidence on faulty behavior of the program including but not limited to that specified in 3 and 4.
12. If during the period of 40 days the MANUFACTURER's Technicians are unable to resolve the problem in the product, the BUYER will receive a full refund.

PERSONAL DATA PROTECTION

1. The BUYER's details shall not be released by the MANUFACTURER to third parties.
2. The BUYER who has purchased one of the services offered by the MANUFACTURER agrees to receive from the MANUFACTURER e-mail correspondence concerning solely the services offered by the MANUFACTURER. This includes primarily the following: information on new and updated versions of software, changes to Terms and Conditions, price lists, and cooperation rules. The BUYER holds the right to opt-out from receiving such correspondence by returning an e-mail message entitled UNSUBSCRIBE as a reply to the MANUFACTURER's message. The correspondence can be sent by the MANUFACTURER to the e-mail address provided by the BUYER while placing an order for one of the MANUFACTURER's services.
3. Detailed rules governing personal data protection are published on the MANUFACTURER'S WEBSITES in the Privacy Policy section.

FINAL PROVISIONS

1. MANUFACTURER may grant the BUYER's request to change the order procedures so the BUYER's corporate requirements can be met.
2. MANUFACTURER may not be held liable for any delays and problems related to the delivery of services sent via e-mail, which are beyond the MANUFACTURER's control (failures of SMTP servers, anti-spam software, etc.). In the event that the BUYER does not receive an e-mail message containing a particular service or invoice, the BUYER may request another e-mail until the delivery is successful.
3. Issues not regulated by these Terms and Conditions shall be governed by the provisions of the Civil Code.
4. MANUFACTURER reserves the right to make changes and alternations to the following Terms and Conditions and the price list. The changes and alternations shall be binding from the date of publishing. Each change of the following Terms and Conditions shall be published together with the date of the last change.

Last Review: 19.05.2011

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