CodeTwo Terms and Policies

Terms and Conditions of Sales and Services

Last updated: 2017-04-18

General provisions

  1. These Terms and Conditions of Sales and Services, hereinafter referred to as the Terms, 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, VAT ID: PL6112622141, email address: , hereinafter referred to as the Manufacturer.

  2. Within the scope of the provided services, hereinafter jointly referred to as the Services, the Manufacturer grants a free license for free 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 Support for the Commercial Software provided that the Support Contract for the Commercial Software is purchased or included in the price of the license for the Commercial Software, and provided that the Support Contract is valid.

  3. The Manufacturer provides the Services to any parties interested in using the Services in conformity with these Terms, 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.com, www.codetwo.de and www.codetwo.pl, and all their subdomains.

  5. The Services are provided in conformity with these Terms. 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, defined in the End User License Agreement, hereinafter referred to as the License Agreement, and in the current Manufacturer’s price-lists available to Customers on the Manufacturer’s Websites prior to deciding on whether to commence the use of the Services. The detailed scope, period and the terms and conditions of the Technical Support provided by the Manufacturer are defined in the Terms and Conditions of Technical Support and in the current Manufacturer’s price-lists, available to Customers before deciding whether to commence 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 USD and EUR 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 providing 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 Terms 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 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. When placing an order, 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. Depending on the type of the Manufacturer’s software, the Customer must either download the installation files of the chosen Manufacturer’s software from the Manufacturer’s Websites or access the Manufacturer’s software on the Manufacturer’s Websites. Accessing the Manufacturer’s software from the Manufacturer’s website may require the Customer to create a user account, The Customer can start using the Manufacture’s software after accepting the Terms and after confirming the Customer has read the License Agreement.

  3. The Manufacturer makes the Freeware available in its fully 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 or accessing it on the Manufacturer’s Websites. The license is granted (the License Agreement concluded) in accordance with the provisions of the License 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 the upgrades from the Manufacturer’s Websites and to install them on her/his own in accordance with the terms and conditions of the License Agreement. The Freeware that is accessed from the Manufacturer’s Websites is may be updated automatically by the Manufacturer.

  4. The Manufacturer offers trial versions of the Commercial Software. Prior to purchasing the license for the first time, the Customer can access or download from the Manufacturer’s Websites free of charge the trial version of the software and test the software over a test period specified in the price-list or the website of a given software in order to familiarize with the software and check its features. During the product testing phase, the use of individual features of the software may be limited, including, in particular, the data volume and the number of work stations or users supported by the software. Commencing the use of the Services requires creating a user account and accessing the selected Commercial Software on its website or downloading the installation files of the selected Commercial Software after accepting the Terms and confirming the Customer has read the License Agreement. The license for using the software during the test period is granted (the License Agreement concluded) in accordance with the provisions of the License Agreement.

  5. The Manufacturer offers the Commercial Software with time unlimited or limited license term (Subscription). The type of the license and its term is specified in the price-list or on the website of a given Commercial Software and depends on the type of the Commercial Software.

  6. After the lapse of the test period, and after the expiry of the license term, continued operation of the Commercial Software requires entering the Product License Key or activating the Commercial Software on the Manufacturer’s Websites or by using any other option that is currently enabled by the Manufacturer to continue using the Commercial Software in accordance with the provisions of the License Agreement, the price-list and the license term. The software notifies the user of the lapse of the test period or the expiry of the license term, and of the need to buy or extend the license or stop using the software. In such case the Customer is obligated to cease using the software or to buy or extend the license.

  7. 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 the price-list of a given software that specify, among others, the price, type and term of the license.

  8. Purchase of a license for using the Commercial Software entitles the Customer to use updates 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 License Agreement. Commercial Software available on the Manufacturer’s Websites is updated automatically by the Manufacturer. 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 free of charge.

Placing orders for a commercial software license

  1. Pursuant to the Terms, orders are placed online on the Manufacturer’s Websites. 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 defined in the price-list of a given software. Placing an order with a scope which is broader than the scope defined to in the price-list of a given Commercial Software requires a prior personal contact with the Manufacturer and it is not possible using the functionalities available on the Manufacturer’s Websites.

  2. To place an order online, the Customer completes and approves the order form on the Manufacturer’s Websites. 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 Terms 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 License Agreement. If a price-list of a Commercial Software with a limited license term states it renews automatically, the license will be renewed automatically by charging the Customer’s credit card unless the Customer edits or cancels the subscription prior to the renewal. In such a case, the approval of the order additionally requires the Customer to give consent for the license renewal to take effect automatically, and the Customer is informed that the license will renew automatically without requiring the Customer to accept Terms and the price of the license as well as confirming that the Customer has read the terms and conditions of the License Agreement. A legally binding agreement involving payment obligation is concluded when the Customer completes and approves the order form on a Manufacturer’s Website.

  3. After placing an order online the Customer immediately receives from the Manufacturer, to the email address indicated in the order, an order confirmation including the order number, details required for making the payment for the placed order (if the payment was not made electronically while placing the order) and any other necessary information. The Manufacturer makes the Service available to the Customer 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. If a price-list of a given Commercial Software clearly states that the license for the Commercial Software can be also purchased using a purchase order (PO) with a differed payment (or by using another method agreed with the Customer individually), the Manufacturer makes the Service available to the Customer before the Customer makes the payment for the order. The Manufacturer suspends the provision of the Service in case the full amount for the Service has not been paid on time, until this amount is paid in full.

  4. When the Customer is in arrears with payment for a previously made order, the Manufacturer shall be entitled to suspend the execution of the subsequent order (i.e. suspend the Service) until the Manufacturer’s bank account is credited with the amount due for the order that is being placed.

  5. The Manufacturer makes the Service available to the Customer in conformity with the concluded agreement and with the provisions of the Terms and of the License Agreement, by sending a Product License Key to the Customer’s email address indicated in the order or by activating the software online specifically for the Customer’s user account.

General terms of Technical Support

  1. Technical Support is a service that exclusively applies to and is provided for the Commercial Software during the license validity term (i.e. when the Customer has an active Product License Key when the product is activated in the Customer’s user account on the Manufacturer’s Website), and a valid Support Contract. Technical Support is provided only for selected products, clearly marked on the Manufacturer’s Websites. Technical Support services are either paid or included in the price of the Commercial Software.

  2. Technical Support 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 organization of an entity authorized 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 Support requires placing an order for the Support Contract and conclusion of an agreement in conformity with the Terms and with the price-list of a given Commercial Software, specifying among others the price and duration of the Support Contract.

  4. The Manufacturer is entitled to suspend the provision of the Technical Support for a Commercial Software in case the full amount for the license granted by the Manufacturer has not been paid on time. The Manufacturer is also entitled to suspend the provision of the Technical Support for a Commercial Software in case the full amount for the Support Contract granted by the Manufacturer has not been paid on time, until this amount is paid in full.

Placing orders for support contract for commercial software

  1. Pursuant to the Terms, orders are placed online on the Manufacturer’s Websites. 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 refer to the Technical Support solely for one selected Commercial Software, for one specific version of that software. The Customer may place any number of orders for the Support Contract for any number of Commercial Software products and any number of versions thereof.

  2. To place an order online, the Customer completes and approves the order form on the Manufacturer’s Websites. By completing the order form, the Customer selects the Commercial Software for which the Technical Support is to be provided as well as its version and specifies the scope of the license held thereby. Approval of the order requires each time accepting the Terms 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 Support. If a price-list of a Commercial Software with a limited license term states it renews automatically (in this case the Support Contract also renews automatically), the license will be renewed automatically by charging the Customer’s credit card unless the Customer edits or cancels the subscription prior to the renewal. In such a case, the approval of the order additionally requires the Customer to give consent for the license renewal to take effect automatically, and the Customer is informed that the license will renew automatically without requiring the Customer to accept Terms and the price of the license as well as confirming that the Customer has read the Terms and Conditions of Technical Support. 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. The Support Contract 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 email address given in the order), an order confirmation including the order number, details required for making the payment for the placed order (if the payment was not made electronically while placing the order) and any other necessary information. The Manufacturer makes the Service available to the Customer 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. If a price-list of the Support Contract clearly states that the Support Contract can be also purchased using a purchase order (PO) with a differed payment (or by using another method agreed with the Customer individually), the Manufacturer makes the Service available to the Customer before the Customer makes the payment for the order. The Manufacturer suspends the provision of the Service in case the full amount for the Service has not been paid on time, until this amount is paid in full.

  5. The Manufacturer makes the Service available to the Customer in conformity with the concluded agreement and the provisions of the Terms and the Terms and Conditions of Technical Support. The Support Contract purchased for the Commercial Software and its versions selected upon placing the order does not entitle the User to receive Technical Support for any other software or any other version of the selected software.

  6. The price of the Support Contract is calculated for the specific version of the Commercial Software. Upon purchase of the Support Contract for a more recent version of the Commercial Software different prices may apply.

Return of a license – Contractual right of termination

  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 returning 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 returning, the Customer has the contractual right to rescind the 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 purchase of the Support Contract. Only when the order for the Support Contract is part of an order for a license regarding a given Commercial Software, the right to rescind also applies to the Support Contract.

  3. In order to rescind the agreement, the Customer completes and approves online 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 rescinding 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 Terms.

  4. Following rescind of the agreement, the Customer receives confirmation of the agreement rescission from the Manufacturer to the email address indicated in the refund/return form. The fee received on account of the agreement that has been rescinded shall be returned by the Manufacturer within 30 days to the account from which the payment has been made.

Manufacturer’s liability

  1. In relations with Customers who are not consumers, these Terms exclude the Manufacturer’s liability under an implied warranty for defects 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 Terms exclude the Manufacturer’s contractual liability, to the full extent, for any damage resulting from failure to perform the agreement or improper performance thereof, except for liability for any 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 refund/return form online 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 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/she has not received an email containing the Service ordered thereby or the invoice within the time provided in the Terms, the Manufacturer immediately sends the relevant correspondence again.

Personal data protection

  1. Use of the Services by Customers or Users who are natural persons requires providing their personal data necessary to conclude an agreement and to provide the Services. Depending on the situation, the Manufacturer may request that the Customer or User provide, among others: his/her first and last name, address of residence and correspondence address, email address, telephone number. In the order form, the Manufacturer marks the personal information which is mandatory in order to conclude an agreement and to provide a given Service. The same may apply to filling out the forms to contact Technical support.

  2. Personal data is provided voluntarily, however, refusal to provide it 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. The person whose personal data was provided to CodeTwo may request access to this data and request changes or removal of this data at any time.

  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 email address indicated in item 1 of the Terms.

  4. The Manufacturer cooperates with PayPal and Braintree to process electronic payments. Should the customer pay using Braintree or PayPal payment processors, his/her personal data (limited to that necessary to complete the payment process) is transferred to PayPal (Europe) S.à r.l. et Cie, S.C.A. (R.C.S. Luxembourg B 118 349) and to Chase Paymentech Europe Limited (EastPoint Plaza, EastPoint Business Park, Dublin 3, Ireland). Detailed information on transferring personal information can be found in Privacy Policy: https://www.codetwo.com/regulations/privacy.

  5. 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. seated in Jelenia Góra, Poland.

Final provisions

  1. By placing an order the Customer consents to receive any information related to the Services used by the Customer and to the performance of the agreements concluded with the Manufacturer to the email or correspondence addresses indicated in the order. This in particular refers to the information about new and updated versions of the software, amendments to the regulations, price-lists and terms of cooperation.

  2. By placing an order the Customer may consent to receive commercial information from the Manufacturer or from third parties by electronic mail or by regular mail to the email and or correspondence addresses given in the order. Such consent is voluntary, and 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 email address indicated in item 1 of the Terms.

  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. The Customer may voluntarily share his/her comments, ideas or feature requests with regards to the Manufacturer’s Websites, Commercial Software or Services with the Manufacturer. Irrespective of what kind of comments, ideas and feature requests are shared with the Manufacturer, the Customer grants the Manufacturer permission to use and incorporate this information into the Manufacturer’s Websites, Commercial Software or Services without further compensation or approval.

  5. Providing unlawful content by Customers and by any other parties that use the Manufacturer’s Websites is prohibited.

  6. Any amendment to these Terms shall carry the date of its entry into force. Entry into force of an amendment to the Terms can occur only after its publication on the Manufacturer’s Websites. Amendments to the Terms apply solely to orders placed following the date of their entry into force. Amendments to the Terms shall be ineffective with reference to orders that have been placed before their entry into force.

  7. 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 Microsoft Edge, latest Firefox, latest Safari, latest Opera, or latest Google Chrome.

CodeTwo sp. z o.o. sp. k