Terms and Conditions of Sales and Services

Published: August 21, 2023. See previous versions (https://www.codetwo.com/regulations/sales-and-services/#previous-versions)

General

1. These Terms and Conditions of Sales and Services ("Terms") describe how you can conclude a contract with us (CodeTwo sp. z o.o. sp.k.) and regulate how we provide our services to our customers ("Customer" or simply you). Anyone who is interested in using our services can become our Customer, as long as they agree to observe these Terms.
2. CodeTwo sp. z o.o. sp. k. ("CodeTwo" or simply we or us) is a limited partnership established under the laws of the Republic of Poland. Our EU VAT ID number is PL6112622141. We are entered in the register of entrepreneurs of the Polish National Court Register under KRS number 0000438398, and our registration records are kept by the District Court for Wrocław - Fabryczna in Wrocław, Poland. You can find our full contact details here (https://www.codetwo.com/company/contact).
3. We provide the following services ("Services") based on these Terms:
   1. we grant free licenses for our software ("Freeware");
   2. we grant commercial (paid) licenses for our software ("Software");
   3. we provide technical support for Software if you decide to enter into a contract for these services ("Support Contract").
4. We provide Services through our websites which include: www.codetwo.com, www.codetwo.de and www.codetwo.pl, and all their subdomains ("Websites").
5. The detailed scope, period, conditions, the financial terms and the method in which we grant licenses for our Freeware and Software are defined in End User License Agreement ("License Agreement") and in our current price lists. You can view these documents on our Websites before you decide to use our Services.

Customers

6. Our Services are designed mainly to support the business activities of our clients. If you want to purchase our Services in connection with your business or professional activities, you will be able to do so directly from us and using our Websites or through our resellers.
7. If you want to purchase our Services as a consumer (including as a sole entrepreneur who has a status of a consumer under applicable laws) you can do so through our distributor – share-it! Digital River GmbH ("Digital River") or through our resellers.
8. We will not be a party to any purchase agreement which you conclude with Digital River or our resellers. In such case, points 16 – 22 and 43 – 53 of these Terms will not apply. Sales made through Digital River and our resellers are governed by separate rules which will be made available to you during the purchasing process on their websites.
9. Licenses for CodeTwo Email Signatures 365 (formerly CodeTwo Email Signatures for Office 365) can only be purchased in connection with your business or professional activities.

General licensing conditions

10. We do not sell our software. We only grant licenses to use it.
11. We do not deliver physical mediums with a copy of our Freeware or Software, but we make it available for you on our Websites. Depending on the type of the Freeware or Software, in order to use it, you must either download installation files from our Websites or access it through our Websites. You may be asked to create an account on our Websites before you access our Freeware or Software.
12. Freeware is computer software available in its fully functional version for free and without temporal restrictions on the use of the software.
13. You can only use Freeware and Software after you accept these Terms, our Privacy Policy and confirm that you have read and understood our License Agreement. The license for Freeware and Software is granted (the License Agreement concluded) in accordance with the provisions of the License Agreement.

Updates and upgrades

14. If you use Freeware and Software, you are entitled to use upgrades which we issue for specific Freeware and Software versions. Usually, you will have to download files containing updates from our Websites and install them on your own in accordance with the License Agreement. Freeware and Software which are accessed directly through our Websites may be updated automatically by us.
15. Unless an upgrade of a specific version of the Software to a higher version is explicitly marked as free of charge, it will require payment in accordance with the price list of this Software.

Trial versions

16. Some types of our Software are available in trial versions. If you have never purchased a license for a given type of Software, you can access or download trial versions of our Software from our Websites for free. You can then test the Software over a trial period in order to familiarize yourself with the Software and check its features. The trial period for each type of Software is specified in the price list on the Software's website.
17. During the Software testing phase (trial period), the use of individual features of the Software may be limited, including, in particular, the data volume and the number of workstations or users supported by the Software. The current terms of the trial period are specified in the price list on the Software's website.
18. Depending on the type of the Software, in order to use the trial version, you must either download installation files from our Websites or access it through our Websites. You may be asked to create an account on our Websites before you access our Software.
19. You can only use trial versions of the Software after you accept these Terms, our Privacy Policy and confirm that you have read and understood our License Agreement.
20. The license for the trial period is granted (the License Agreement concluded) in accordance with the provisions of the License Agreement. After the lapse of the trial period you will be required to enter a Product License Key, activate the Software on our Websites or use any other option which is currently available on our Website or in our Software to renew a license in accordance with the License Agreement and the price lists.
21. Our Software will automatically notify you of the need to buy or extend the license or stop using the software before the expiry of the trial period. You must not use our Software if you decide not to purchase Software after the trial.
22. In exceptional circumstances, if your organization requires a longer trial period, we may, at our own discretion, grant temporary Product License Keys for some of our Software.

Subscription

23. Our Software is offered either 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 Software's website.
24. After the lapse of the Subscription period you will be required to enter a Product License Key, activate Software on our Websites or use any other option which is currently available on our Website or in our Software to renew a license in accordance with the License Agreement and the price lists.
25. Our Software will automatically notify you of the need to buy or extend the license or stop using the software before the expiry of the license term. You must not use our Software after license term expires.

Support Contracts

General

26. Support Contracts are available exclusively for Software and only during the license validity term (i.e. when you have an active Product License Key, active Subscription, or when Software is activated on your account on our Websites).
27. Support Contracts are available only for selected products, clearly marked on our Websites. Support Contracts are either paid separately or included in the price of the license for a given Software.
28. Services are provided under Support Contracts only when you have a valid Support Contract.
29. We provide services under Support Contracts to:
    1. anyone who uses Software in their own name, or
    2. anyone who uses the Software in the name or on behalf of the Customer's organization, or
    3. anyone who has been authorized by or who acts in the name or on behalf of the Customer's organization, even if such a person does not use such Software themselves.
30. We will refuse to provide our services under Support Contracts in case you are not able to positively identify yourself as authorized to use these services (e.g. by providing a valid Product License Key number or other credential confirming that you are authorized to act on behalf of the Customer's organization).
31. If you want to purchase a Support Contract you must place an order and conclude an agreement with us. Such an agreement is concluded based on these Terms and in line with price lists available on our Websites. The price for the Support Contract is calculated for the specific version of Software. Upon purchase of the Support Contract for a more recent version of the Software different prices may apply.
32. We are entitled to suspend the provision of our services under the Support Contract in case the full amount for the Software license or for the Support Contract was not paid and until this amount is paid in full. In such case, the term of the Support Contract will not be extended by the period of such suspension, and you may not be entitled to any discounts or refunds.

Provision of services under Support Contracts

This section describes how we provide our services under Support Contracts. This section will apply only if you purchase a Support Contract along with a license for the Software or if a Support Contract is included in your license. We also provide Services under Support Contracts to all Customers who use trial versions and to Customers who use temporary license keys for our Software if such temporary licenses include the Support Contract.

33. Support Contracts have a limited character and relate only to maintenance and use of our Software. If you have a valid Support Contract or use a trial version of our Software, we will answer your questions relating to features of our Software and help you resolve other technical problems that you report to us and which occur when you use our Software.
34. Your Support Contract always relates to only one, specific type of our Software that you bought it for. We will not provide our services under Support Contracts for Software which falls outside of the scope of your Support Contract.
35. Although we do our best to resolve the issues that you report to us, we do not guarantee that we will be able to help you in each and every case. Particularly, we do not guarantee that services provided under a Support Contract will always satisfy your requirements or expectations or that in result of our services our Software will be free of operational errors and irregularities, or that our services will lead to the elimination of all such errors and irregularities.
36. We provide our services under Support Contracts through email ("Email Support") and through means of real-time communications such as telephone or an online session ("Live Support"). To make use of Email Support, you should contact us using this contact form (https://www.codetwo.com/company/contact). To make use of Live Support, please refer to our website to see what forms of contact are currently available. In principle, Live Support is available round-the-clock on business days.
37. In order to use our services under Support Contracts, you will have to use either your phone or email. These services are provided by external network operators. Standard rates as set by network operators will apply to all phone calls made to our contact numbers.
38. We reserve the exclusive right to choose the tools and methods of providing our services under Support Contracts to you. We will choose these tools and methods based on the type of the issue that you report to us. You cannot demand that we implement other methods or tools to provide our services under Support Contract to you.
39. Once you decide to contact us with your issue, we will register your question or problem and open a ticket ("Ticket"). We do not impose any limits on the number of tickets allocated to you, therefore if you contact us with another issue, usually, a new ticket will be created.
40. We will only close your ticket after we give you a final answer to your question, after we solve your problem or once we determine that your problem cannot be solved and explain it to you. We may reopen your ticket in the future if it becomes necessary to undertake further actions relating to your question or problem.
41. If you decide to share your system or software logs with us or conduct a Live Support session, it is your duty to remove or mask all personal data which may be included in such logs or may be visible to us during a Live Support session. In case it is impossible to do so, you should make sure that people whose personal data might be contained in these logs or may be visible during a Life Support session are properly informed about the disclosure of their data. You can find more information about how we use logs and how we conduct Live Sessions in our Privacy Policy (https://www.codetwo.com/regulations/privacy).
42. We will make every effort (but we do not guarantee) to contact you on the next business day following the day on which you reported your issue to us at the latest. This does not mean that we will be able to resolve your issue within that time.

Purchasing Software and Support Contracts

43. You can place orders for Software and Support Contracts online on our Websites. You can only place an order in another way (e.g. via a phone) if we mutually agree that this is possible.
44. If you place an order for Software online on our Websites, your order may exclusively apply to one type of Software that you select. You can place any number of orders for licenses for any number of our Software. If you place an order through our Website you may only order a type of license which was defined in the price list of a given Software. If you want to place an order of a broader scope than this defined in the price list you must contact us (https://www.codetwo.com/company/contact) first.
45. You can place any number of orders for Support Contracts for any number of our Software. If you place an order through our Website one order may refer to Support Contract solely for one selected type of Software, for one specific version of that Software which was defined in the price list of a given Software.
46. To place an order online, you have to fill in and submit the order form which is available on our Website. You can select the Software that you are interested in and the scope of the ordered license within the order form. You are solely responsible for completeness and accuracy of data that you provide in the order form.
47. Before you submit your order, you must accept these Terms and the price of the license and/or Support Contract displayed on the order form as well as confirm that you have read the License Agreement.
48. You will receive an order confirmation immediately after placing an order online. It will be sent to the email address indicated in the order and will include 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. You must comply with all withholding tax requirements under applicable federal, state and local laws while making your payment. If you request us to do so, we will provide you with: (i) such forms or certificates as are necessary to establish an exemption from withholding tax with respect to all Software and Support Contracts that you purchase from us; and (ii) any representations and forms as shall reasonably be requested by you to assist in determining the extent of, and in fulfilling, your withholding tax obligations. You must file required forms with applicable tax authorities. In case you cannot properly establish an exemption from withholding tax, all of your payments to us in respect of which such withholding is required shall be increased to the extent necessary to ensure that we receive our remuneration net of any withholding or deduction, equal to our remuneration which we would have received had no such withholding been made or required to be made.
49. We will make our Software or services under a Support Contract available to you within 2 business days following the date of crediting our bank account with the full payment for your order. In order to make our Services available to you, we will either send you a Product License Key to the email address indicated in your order or activate the software online specifically for your user account.
50. If a price list of a given Software clearly states that the license for our Software or Support Contract can also be purchased using a purchase order (PO) with deferred payment (or by using another method agreed with you individually) our Software or services under Support Contract will be available to you before you make the payment for the order. We have the right to immediately suspend the provision of our Services to you in case the full amount for the Software or Support Contract has not been paid on time and until this amount is fully paid. In such case, the term of the license of Software or Support Contract will not be extended by the period of such suspension, and you may not be entitled to any discounts or refunds.
51. If you did not pay for your previous order we can suspend execution of any subsequent order (e.g. suspend our Services) that you make with us, until our bank account is credited with the amount due for this order.
52. Some of our Software offered with Subscription has an automatic license renewal mechanism. This means that you will only be asked to give the payment details and accept these Terms once when purchasing the Software for the first time. No additional action or consents will be required in order for Subscription to renew. The Subscription will renew automatically by charging your credit card unless you edit or cancel the subscription prior to its renewal.
53. A legally binding agreement involving payment obligation is concluded when you complete and approve the order form on our Websites.

Return of a license – the right to rescind an agreement

54. You can return a license (rescind an agreement) for some of our Software without the need to provide reasons therefor within 30 days from its purchase. This right applies only to Software which is clearly marked as covered by such right. Support Contracts are not covered by the right to rescind unless they form a part of an order for a license for our Software which is covered by the right to rescind an agreement.
55. In order to return a license, you must fill in and submit an online return form which is available on our Websites. Use the same identification details as those given in the order and specify either the number of the order that you want to return or the number of VAT invoice which documents that order. We may not be able to process your return in case you give us different identification details.
56. If you want to exercise your right to rescind an agreement, you must complete the return form on the 30th day after purchase at the latest. If you fill it out later, withdrawal from the contract will not be effective.
57. If your Software is covered by the right to rescind an agreement and if you filled in the return form correctly and in a due time you will receive a confirmation from us. We will return your payment to the account from which the payment has been made within 30 days after you receive the confirmation.

CodeTwo's liability

58. These Terms exclude our liability under an implied warranty for defects.
59. These Terms exclude our 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.
60. Under no circumstances should we be liable for any interruption, delay or failure to perform our obligations under these Terms caused by malfunction of your IT infrastructure, failure to provide correct payment or billing information and other technical reasons which are beyond our reasonable control.
61. Under no circumstances should we be liable for any interruption, delay or failure in performance of our obligations arising out of these Terms due to causes beyond our reasonable control ("Force Majeure Causes"). Force Majeure Causes should include but not be limited to:
    1. fire, chemical contamination or contamination by radioactive, electromagnetic or ionizing radiation;
    2. earthquakes, lightning, cyclones, hurricanes, floods, droughts or such other extreme weather or environmental conditions which due to their excessive character or atypical geographical occurrence were impossible to predict or prepare for;
    3. pressure waves from devices traveling at supersonic speeds or damage caused by any aircraft or similar device;
    4. war, invasion, terrorism (including cyberterrorism), blockade, embargo, riot, public disorder, violent demonstrations, insurrection, rebellion, civil commotion, and sabotage;
    5. to the extent that they are politically motivated: strikes, lockouts, work stoppage, labor disputes, and such other industrial action by workers;
    6. acts or omissions of civil or military authorities as well as regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of the Services);
    7. fuel or energy shortage, network failures, interruptions and disruptions in the proper functioning of external telecommunication connections and equipment, acts or omissions of Internet traffic carriers, as well as inability to obtain equipment, supplies or utilities necessary to provide the Services from primary and backup sources;
    8. the activity of hackers, viruses, and malware causing network disruptions at the local, national or global level.

Complaints

62. You can file complaints regarding our services by completing and approving the refund/return form online which is available here (https://www.codetwo.com/support/form/).
63. We will consider your complaint within 14 days of its receipt. We will notify you of how the complaint was handled by sending an email to the address indicated in the complaint.
64. If you purchased and paid for our Software or Support Contract and did not receive an email containing a Product License Key or other information necessary to start using our Services or an invoice within the time provided in the Terms we will immediately send the relevant correspondence again once you notify us.

Personal data processing

If you want to know more about how we process your personal data, what data we collect, what we use it for, and how you can exercise your rights please refer to our Privacy Policy (https://www.codetwo.com/regulations/privacy).

65. If you decide to purchase a license for CodeTwo Email Signatures 365, by accepting these Terms you will enter into a data processing agreement with us. The detailed terms and conditions under which we process personal data that we receive from you in connection with your use of CodeTwo Email Signatures 365 can be found in our Data Processing Agreement (https://www.codetwo.com/regulations/dpa) ("DPA").
66. This section and the DPA does not apply to any other types of Software.

Miscellaneous

67. Our Websites and all of their contents are copyright protected.
68. You may share your comments, ideas or feature requests regarding our Websites, Software or Services with us. By doing so, you grant us permission to use and incorporate it without further compensation or approval.
69. You must not use our Websites, Software or Services to provide unlawful content.
70. You must not use or let any third parties use our Websites, Software or Services to send SPAM, phishing or any other type of correspondence that is illegal or not compliant with Microsoft 365 Terms and Conditions. You are solely responsible for the security of your login credentials or accounts used to access our Software or Services. You may not crack, hack, dismantle or reverse-engineer our Software. We reserve the right to suspend your mail flow or suspend or delete your license or account without the right to any refund if you breach any of these obligations.
71. Unless you specify otherwise while purchasing our Software or Support Contract, by accepting these Terms you grant us the right to use your organization's logotype on our website for marketing purposes free of charge. If you do not want us to use your organization's logotype, you can always let our Data Protection Officer and Data Security Team know about it using this form (https://www.codetwo.com/form/data-protection/).
72. We recommend that you use the latest Internet Explorer, Microsoft Edge, Firefox, Safari, Opera, or Google Chrome to view our Websites and to use our services. You may experience problems if you use different or older web browsers.
73. We abide by the highest ethical standards while providing our services to you, in accordance with all applicable laws and standards relevant to the Services. We reject any criminal behavior and regard it as unacceptable. In particular, we take every reasonable effort to ensure that there is no human trafficking or modern slavery in CodeTwo and in the business of our suppliers and subcontractors. We also make sure that neither CodeTwo nor our suppliers and subcontractors are involved in other unethical business practices, i.e. bribery and other forms of corruption, fraud, money laundering or terrorist financing.
74. These Terms contain all our rights and obligations in relation to the Services. These Terms may never be modified, supplemented or superseded without our consent. Our consent must be explicit and made in a separate document. Our consent cannot be alleged or inferred from any other document, correspondence or other type of statement and, in particular, from the fact that we accept any document (regardless of its form) that you send or deliver to us before, during or after the license purchase process.
75. Any amendment to these Terms will 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 CodeTwo's Websites. Amendments to the Terms apply solely to orders placed following the date of their entry into force.
76. These Terms should be interpreted and construed in accordance with the laws of the Republic of Poland (a member state of the European Union) without the regard for any conflict of rules laws. All disputes arising out of these Terms should be brought in front of the competent courts of the Republic of Poland.
77. To the extent that these Terms may apply to purchases made by sole entrepreneurs having a status of consumer under applicable provisions of law, nothing in these Terms should be interpreted so as to limit, or exclude any rights granted to such persons. Should any provision of these Terms be found to have such an effect, these Terms should be applied and construed so that it may be ensured that such persons are able to make use of their rights.

Previous versions

• February 16, 2022 (https://www.codetwo.com/regulations/sales-and-services/archive-2022-02-16)
• November 18, 2021 (https://www.codetwo.com/regulations/sales-and-services/archive-2021-11-18)
• January 12, 2021 (https://www.codetwo.com/regulations/sales-and-services/archive-2021-01-12)
• October 7, 2019 (https://www.codetwo.com/regulations/sales-and-services/archive-2019-10-07)
• June 6, 2019 (https://www.codetwo.com/regulations/sales-and-services/archive-2019-06-06)
• December 27, 2018 (https://www.codetwo.com/regulations/sales-and-services/archive-2018-12-27)
• October 24, 2018 (https://www.codetwo.com/regulations/sales-and-services/archive-2018-10-24)
• May 2, 2018 (https://www.codetwo.com/regulations/sales-and-services/archive-2018-05-02)
• April 18, 2017 (https://www.codetwo.com/regulations/sales-and-services/archive-2017-04-18)