REGULATIONS of Enovatio Cloud Service
- Access Code - means the URL of the Online Platform, login and password enabling the Client to log in to the Enovatio Cloud Service
- Fee - means the Subscription Fee and other fees due to the Service Provider from the Client as specified in the Order Form
- Adaptation - means a modification of the Service leading to the expansion of the Service, resulting from the new requirements of the Client, performed under a separate Client's order and under a separate remuneration
- Subscription Fee - means a periodic (monthly) fee due to the Service Provider from the Client and paid by the Client for each month the Client is using the Service. The Subscription Fee is specified in the Order Form
- Specified Period of the Agreement - means the initial time period for which the Agreement is concluded. The Duration of the Agreement is indicated in the Order Form
- Party - means the Service Provider or the Client, depending on the context, and the Parties means the Service Provider and the Client together
- Regulations - means these regulations for the provision of the Enovatio Cloud Service.
- Agreement or Agreement for the Provision of Enovatio Cloud Service - means the agreement concluded between the Service Provider and the Client under which the Service Provider undertakes to provide the Enovatio Cloud Service to the Client and the Client undertakes to pay fees in accordance with the Order Form and the Regulations
- Order Form - means a document by which the Client orders the Enovatio Cloud Service / Implementation Services from the Service Provider
- Enovatio Cloud Application - means the software created by Enovatio specified in the Order Form in item 1.1 in the online version (in the Cloud service model). All copyrights to the Enovatio Cloud Application belong exclusively to Enovatio
- Service Commencement Time - the moment of service commencement is considered the moment of sending information about the Access Code to the Client electronically
- Enovatio - Enovatio Sp. z o.o. with its registered seat in Warsaw at Odrowąża 15, KRS No. 0000143765, District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register
- Service Provider - means the entity indicated as the Service Provider in the Order Form
- Client - means the entity indicated as the Client in the Order Form
- Error - means the repetitive functioning of the Service leading to receiving incorrect results of data processing or the functioning of the Service in a way that prevents the use of the Service in accordance with the Documentation
- Critical Error - means an Error that has a direct impact on the objectively most important operational processes for the Client's operation, the interruption of which could result in the Client being liable for damages in relation to its Clients or criminal, penal and fiscal liability towards state authorities
- Normal Error - means an Error other than a Critical Error
- Named User - means a natural person authorised by the Client to use the Service, regardless of whether such person is actively using the Service at the moment
- Documentation - means electronic instructions provided by the Service Provider to use the Service along with supporting materials
- The Enovatio Cloud Service or Service - the service specified in paragraph 1 in "Subject of the Agreement" clause of the Regulations
- Business Hour - means a clock hour between 9:00 AM and 05:00 PM on Business Days in the UTC + 01: 00 time zone
- Working Days - all days from Monday to Friday, excluding public holidays in Poland
- Implementation Services - means the works constituting the implementation of the Service for the Client by the Service Provider
§ 2 GENERAL PROVISIONS
These Regulations set out the principles for the Service Provider to provide the Client with the Enovatio Cloud Service. The provisions of the Regulations and the Order Form together with the provisions of law in force in the territory of the Republic of Poland shall exclusively determine the rights and obligations as well as the scope of liability of the Parties in connection with the provision of the Enovatio Cloud Service.
§ 3 CONDITIONS FOR THE PROVISION OF THE ENOVATIO CLOUD SERVICE
- The Client shall have access to the Internet and the latest or one last version of Microsoft Edge, Chrome, Firefox or Safari. The requirements and configuration method are described in the document available on the Enovatio website at www.enovatio.com
- The condition for the provision of the Enovatio Cloud Service is the conclusion of the Agreement for the provision of the Enovatio Cloud Service. The Enovatio Cloud service will be provided upon Service Commencement Time.
- The Access Code will be sent by e-mail to the contact person on behalf of the Client as indicated in the Order Form.
§ 4 CONCLUSION OF THE AREEMENT
The Agreement for the provision of the Enovatio Cloud Service shall be deemed concluded following the signing of the Order Form by the Parties. The terms of the Enovatio Cloud Service Agreement have been set out in the Regulations and the Order Form. By signing the Order Form, the Client undertakes to comply with the provisions of the Regulations and the Order Form.
§ 5 SUBJECT MATTER OF THE AGREEMENT
- The subject matter of the Agreement is the provision of the Enovatio Cloud Service by the Service Provider to the Client. Enovatio Cloud Service includes:
- providing the Client with access to the Enovatio Cloud Application modules specified in the Order Form,
- storage service of data entered by the Client using the Enovatio Cloud Application on servers provided by Enovatio,
- ensuring the availability of the Service in accordance with paragraph "SLA" of the Regulations.
- The Enovatio Cloud service will be provided to the extent and under the conditions specified in the Regulations and the Order Form.
- The Client acknowledges that the right to access and use the Enovatio Cloud Service applies only to access and use of the Enovatio Cloud Service via the Internet (Software as a Service).
- The client is entitled to use the Enovatio Cloud Service only to support his own business. The client may not disclose Documentation or Access Code in any form to third parties.
- By using the functionality of the Enovatio Cloud Service, the Client may appoint Named Users. The Client also accepts that the Subscription Fee depends on the established number of Named Users. The Client undertakes to ensure that Named Users will use the Enovatio Cloud Service in accordance with the Regulations and solely for the purpose of supporting the business of the Client.
- The Service Provider may entrust the obligation to provide the Client with all or part of the Enovatio Cloud Service to a third party after informing the Client in writing. However, the obligation to inform the Client in advance does not apply to the provider of hosting services and companies from the Enovatio group.
§ 6 REMUNERATION
- The fees due to the Service Provider from the Client for the provision of the Enovatio Cloud Service and the payment terms are specified in the Order Form. Any services not included in the Enovatio Cloud Service or Implementation Services will be performed in accordance with the procedure described in Annex 1 to the Regulations and at the rates specified in the Order Form.
- In the event of a delay in payment, the Service Provider, in addition to charging statutory interest, reserves the right to:
- suspend the provision of the Enovatio Cloud Service and block the Client's access to the Enovatio Cloud Service if the Client is delayed with payment by more than 15 days, provided that the Client is called to pay the arrears within an additional period of 7 days and upon the ineffective expiry of this period until payment by the Client of all outstanding amounts due to the Service Provider from the Client;
- unilaterally terminate the Agreement with immediate effect in the event of a delay of the Client's payment by more than 15 days, provided that the Client is unsuccessfully called twice to pay the arrears within an additional period of 7 days.
- The Service Provider shall notify the Client by e-mail about the suspension of the Enovatio Cloud Service provision and blocking the Client's access to the Enovatio Cloud Service. The Service Provider shall not be liable for the consequences for the Client of suspending the provision of the Enovatio Cloud Service and blocking the Client's access to the Enovatio Cloud Service in the case described above.
§ 7 DURATION OF THE AGREEMENT
- The Agreement is concluded for the Specified Period of the Agreement. Unless the Client or Service Provider makes a declaration about not extending the Agreement 14 days before the expiry of the Specified Period of the Agreement, the Agreement shall be automatically extended for a fixed period of 1 month.
- Unless the Client or Service Provider makes a declaration on not extending the Agreement 14 days before the expiry of the period for which the Agreement has been extended , the Agreement will always be automatically extended for another fixed period of 1 month.
- In the event of termination of the Agreement by the Service Provider for reasons attributable to the Client or termination of the Agreement by the Client before the expiry of the Specified Time of the Agreement (except for the Client's termination of the Agreement described in this paragraph due to the Service's unavailability of the Service), the Client is obliged to pay the Subscription Fee for the period remaining until the end of the Specified Period of the Agreement. The declared number of Named Users specified in the Order Form will be used as the basis for calculating the Subscription Fee for the remaining time until the end of the Specified Period of the Agreement. The payment of the Subscription Fee for the remaining time until the end of the Specified Period of the Agreement will be made by the Client once, within 14 days from the termination of the Agreement.
- If the Agreement is terminated before the Client pays the entire remuneration for the Implementation Services specified in the Order Form, the Client will be obliged to pay the remaining part of the remuneration for the Implementation Services once within 14 days of the termination of the Agreement. The obligation to pay the remaining part of the remuneration for Implementation Services does not apply if the Client's termination of the Agreement described in this paragraph is due to the Service's unavailability of the Service.
- The Service Provider may unilaterally terminate the Agreement at any time with immediate effect in any of the following cases:
- in case of violating the provision of § 6 section 2.2 of the Regulations,
- the Client violates the provisions of section 3 or 4 in the paragraph "Subject of the Agreement" of the Regulations,
- The Client violates the provisions of the "Intellectual Property Rights" section of the Regulations,
- liquidation proceedings have been initiated against the client or there are grounds for declaring the client bankrupt,
- The Client violates other provisions of the Agreement and there will be an ineffective expiry of the period not less than 3 days set in the call addressed to the Client by the Service Provider to cease violations and remove their effects.
- If the Service Provider terminates the Agreement immediately, the Service Provider will be entitled to remuneration for the entire period for which the Agreement was extended as provided for in the "Duration of the Agreement" paragraph of the Regulations.
- The Client may unilaterally terminate the Agreement at any time with immediate effect if the Enovatio Cloud Service is not available due to the fault of the Service Provider for three consecutive full Business Days and the Service Provider does not restore the Service's availability within an additional period set by the Service Provider in writing by the Client not shorter than 3 Business Days. The unavailability of the Service should be understood as the occurrence of a Critical Error due to the fault of the Service Provider. When determining the duration of a Critical Error, the provisions of paragraph 6 in "Complaints" paragraph shall apply.
- A declaration of non-extension of the Agreement must be submitted by the Client in writing to be valid. A declaration of non-extension of the Agreement, termination of the agreement with immediate effect and calls referred to in this paragraph and "Remuneration" paragraph of the Regulations may be submitted by the Service Provider by e-mail.
- Upon the termination of the Agreement, the Service Provider's obligation to provide the Service ceases.
§ 8 INTELLECTUAL PROPERTY RIGHTS
- The Client is obliged to ensure compliance with the provisions of these Regulations and respect for intellectual property rights of Enovatio as well as producers of software necessary for the use of Enovatio Cloud Services by the Users and employees of the Client and bears full responsibility for any damage caused.
- The Client may not:
- provide Enovatio Cloud Services or Documentation or allow third parties to use the Enovatio Cloud Service or Documentation,
- restore source code, decompile and disassemble the Enovatio Cloud Services (in particular, this applies to the Enovatio Cloud Application),
- translate, change the layout or make any other changes to the Enovatio Cloud Service (in particular, the Enovatio Cloud Application) or the Documentation, subject to the actions provided for in the Documentation,
- remove, modify or cover any copyright notices, trademark rights, or other proprietary rights notices that are contained or used as part of providing the Enovatio Cloud Service,
- bypass or indicate how to bypass technical security features of the Enovatio Cloud Services (in particular, this applies to the Enovatio Cloud Application),
- use the Enovatio Cloud Service (in particular this applies to the Enovatio Cloud Application) or Documentation in a manner not expressly agreed in the Agreement.
§ 9 SLA
- The Service Provider will strive to provide the Client with continuity of Service operation for 99% of Business Hours in a calendar month.
- The Client is obliged to immediately inform the Service Provider of any Errors found in accordance with the procedure set out in Annex 1 to the Regulations. The Service Provider will handle Error reports during Business Hours. Reporting an Error by the Client outside Business Hours is considered to have been made at the beginning of the next Business Hour, e.g. error report made on Friday after 05: 00 PM - The error is treated as reported at 9: 00 AM on Monday (provided that Monday is a Business Day).
- The Service Provider is obliged to remove only Errors caused by the Service Provider. At the request of the Client and if it is possible, the Service Provider shall remove Errors not caused by the Service Provider for additional remuneration specified by the Service Provider under the price list of maintenance services specified in the Order Form.
- Services not covered by the Enovatio Cloud Service, in particular removing Errors not caused by the Service Provider, conducting trainings, performing Adaptations, preparing preliminary or pre-implementation analyses, the Service Provider will perform under a separate Client order and for a separate remuneration, calculated on the basis of rates specified in the Order Form.
§ 10 COMPLAINTS
- Client's complaints should relate to specific irregularities in the provision of the Service.
- Complaints should be reported by the Client in writing or by email, no later than 14 (fourteen) days from the date of termination of irregularities in the provision of the Service. The complaints submitted after this time will remain without examination. Filing a complaint does not release the Client from timely payment of Fees.
- The complaint should include at least a brief description of the irregularity of the Service and the date of its occurrence.
- The Service Provider shall consider correctly submitted complaints within 14 days.
- For each day in which the Service Provider has caused a Critical Error lasting more than 4 hours, the Client, after successfully filing a complaint, may request the Service Provider a contractual penalty of 1/30 of the Subscription Fee due to the Service Provider for the calendar month in which the Critical Error occurred. The sum of contractual penalties that the Client may request for Critical Errors that occurred in a given calendar month may not exceed 50% of the Subscription Fee due for that month.
- The beginning of the occurrence of a Critical Error is the moment when the Client reports a Critical Error arising from the fault of the Service Provider made in accordance with "SLA” paragraph of the Regulations. The end of the occurrence of a Critical Error is considered to be the restoration of the Service to a condition without a Critical Error.
- The contractual penalty referred to above is the Client's sole claim against the Service Provider for the Service Provider's failure to ensure the continuity of the Service in accordance with "SLA" paragraph of the Regulations or the occurrence of the inability to use the Service or disruption of the use of the Service by the Client.
§ 11 RESPONSIBILITY OF THE SERVICE PROVIDER
- The Service Provider is obliged to provide Services with due diligence.
- The Service Provider shall not be liable for non-performance or improper performance of the Agreement resulting from force majeure, interruptions in internet access, interrupted power supply or caused by third parties other than the Service Provider's subcontractors.
- The Service Provider shall not be liable for non-performance or improper performance of the Agreement due to reasons attributable to the Client, in particular the Service Provider's liability for non-performance or improper performance of the Agreement is excluded in the case of:
- Client's failure to perform or improper performance of obligations specified in the Agreement, including: failure by the Client to meet the conditions necessary to provide the Enovatio Cloud Service, improper use of the Enovatio Cloud Service,
- Improper operation of the client's hardware or software,
- The use of information authorising access to the Service by third parties, if these persons came into possession of this information as a result of its disclosure by the Client or as a result of insufficient protection of the information by the Client against access by such persons,
- Interference with the Enovatio Cloud Service or database by unauthorised people,
- Wrong interpretation of results,
- Errors and deficiencies in the databases operated by the Enovatio Cloud Application for reasons not attributable to the Service Provider,
- The client exceeding the hosting parameters specified in point 1 of the Order Form.
- The total liability of the Service Provider for all claims related to the Agreement under any title (including contract and tortuous ones, including contractual penalties) may not exceed the sum of the net Subscription Fees (excluding VAT) paid by the Client under the Agreement during the 6 months preceding the event giving rise to the first claim, or if the duration of the Agreement was shorter in that shorter period. The occurrence of further claims does not increase the liability limit.
- Regardless of the legal basis of the claim, the Service Provider shall not be liable for lost profits and indirect damages incurred by the Client, in particular, loss of revenues, interruptions or disruption of business operation, loss of goodwill, damages and contractual penalties paid by the Client, loss of data, costs of software or replacement equipment.
- The above limitations and exclusions of liability apply to the extent permitted by law.
§ 12 SECURITY OF DATA ENTRUSTED TO THE SERVICE PROVIDER
- The data entered by the Client to the Enovatio Cloud Application are the property of the Client.
- The Service Provider undertakes that it will not use the data entered by the Client into the Enovatio Cloud Application for any purpose other than performance of the Agreement. The Service Provider may, however, disclose data entered by the Client to the Enovatio Cloud Application to courts, law enforcement authorities or public administration authorities in cases where the obligation to provide such access is provided by law.
- Client data will be stored by the Service Provider on servers equipped with professional voltage support systems. Data backups will be made to provide additional security against loss in accordance with the hosting option specified in the Order Form.
- In the event of an Error, the Service Provider reserves the right to restore the last backup copy from the previous Business Day and shall not be responsible for any losses resulting from the restoration of backup copy.
- All data stored by the Service Provider will be protected from the moment they appear in the Enovatio Cloud Application, protected against external interference and against unauthorised internal access (i.e. against access by unauthorised employees of the Service Provider).
- Enovatio undertakes to filter data using "firewalls" to protect them against unauthorised access.
- If the hosting option specified in the Order Form provides so, the Client will be able to download the data entered by the Client to the Enovatio Cloud Application at any time to further protect them against loss.
- If the Agreement is terminated, the data stored by Enovatio will be made available to the Client for download for a period of 14 days from the termination of the Agreement as a database backup and file backup from the FTP server, provided that the Client settles all amounts due to the Service Provider. After this period, the data stored by Enovatio will be deleted from the Enovatio Cloud Application.
§ 13 PERSONAL DATA
- The Service Provider will provide the Service in accordance with applicable regulations, in particular with the Act on the provision of electronic services and the Personal Data Protection Act.
- In order to provide the Service, the Service Provider processes the following data for Named Users within the meaning of the Personal Data Protection Act:
- name and surname
- e-mail address
- mobile or landline phone number.
- The Client as the administrator of personal data of Named Users entrusts the Service Provider with the processing of personal data of Named Users in the scope specified in paragraph 2 above, for the purpose of providing the Service and for the duration of performance of the Service.
- The client allows Enovatio to use the entity providing hosting services listed in the Order Form in point 1.1.2 when processing personal data
§ 14 FINAL PROVISIONS
- The Agreement shall be subject to Polish law.
- The Client is prohibited from entering unlawful data into the Enovatio Cloud Application.
- The parties will strive for amicable settlement of any disputes. If it is not possible to reach an amicable agreement, all disputes arising from the Agreement will be settled by a Polish common court competent for the seat of the Service Provider.
- Neither Party may transfer any rights or obligations to third parties under this Agreement without the written permission of the other Party.
- The following Annexes shall form an integral part of the Regulations:
- Annex No. 1 - Reporting and handling procedure.
Annex no. 1
Notification procedure and handling
- Notification should be made by the Orderer by means of the following communication channels (in the order shown below):
Extranet website - http://support .enovatio.com - requires a login and password, available 24/7
Email - email@example.com - available 24/7
Phone - +48 (22) 7411155 - available at the time of provision of services outlined in the Agreement.
- Every notification will be registered in the notification system along with assigning an appropriate status and further processing; the Orderer will be informed about all actions - the status of the notification - by email. As part of the Response, the Contractor shall qualify an Error reported by the Orderer, i.e. if it is an Ordinary Error or a Critical error.
- n error should be reported in accordance with the procedure of notification as above and should include: name of person reporting an error; phone number and preferred time of contact (taking into account time of provision of services in accordance with the Agreement); error description and circumstances of its occurrence.
- Person reporting the error is required to provide additional information about circumstances of occurrence of the error, if the Contractor requires additional information.
Procedure for execution of Adaptation requests
- Need for Adaptation may be submitted only by persons authorized to make financial commitments on behalf of the Orderer via communication channels mentioned above.
- The Contractor estimates time consumption of execution of the Adaptation and submits results of the analysis to the Orderer within 5 Business Days from the date of notification of the need of Adaptation. The cost is estimated based on rates indicated in the order form.
- An Adaptation order is considered to be approved for implementation, provided that:
- It is sent by a person authorized by the Orderer (it can be confirmed electronically in the system http://support.enovatio.com)
- The Contractor has sent to the Orderer information containing estimation of time necessary for the Contractor to carry out works, total remuneration for execution of the task, and completion date of Adaptation,
- Information as in point. b) was accepted by the Orderer.
4. Adaptation order is considered to be completed if:
5. Orderer does not submit in writing any claims concerning Adaptation within 7 days from the date of receipt thereof, or
6. Contractor takes into account all reasonable remarks as for the Adaptation, reported within 7 days of receipt of the Adaptation.
7. After completion of the Adaptation, the Orderer shall make payment for the Adaptation within a period of 14 days of issuance of an invoice by the Contractor.