The Parties agree that the following capitalised terms in the body of these Terms shall have the following meanings:
an application called Synerise provided by the Service Provider to support operations aimed at automating marketing and sales processes, including the processing of marketing and sales data and its complex analytics in a multichannel model, by collecting information about the behaviour of the Customer's customers online and offline
the virtual space in the Application allocated to the Customer for the use of the functionalities offered by the Application
Service level agreement appended to the Terms
the agreement under which the Customer uses the Application
Synerise S.A. with registered office in Kraków, email address firstname.lastname@example.org, entered in the Register of Businesses of the National Court Register by the District Court for Kraków-Śródmieście in Kraków, 11th Commercial Division of the National Court Register under number 0000468034, holding NIP 679 309 32 92 and REGON 122880133, i.e. the entity providing the Application.
the entity that has concluded the relevant agreement on the use of the Application
the person who actually uses the Application for and/or on behalf of the Customer
§3 Technical requirements
In order to use the Application, one must have a device with Internet access, an application for viewing the contents of the Internet (browser) and an electronic mail account (e-mail). Additional requirements in this respect, in particular those related to the broader integration of the Application in the Customer's company, shall be specified in separate agreements or contracts.
The Customer and the User shall provide their own resources within the meaning of para. 1 above.
The Customer is required to develop on its own the documents necessary to offer its services to third Parties in compliance with applicable law, in particular the terms and conditions for the provision of electronic services and the relevant provisions or regulations on data processing, including personal data of persons using the Application, and to obtain the necessary consents required by law from such persons.
§4 Functionality of the Application
A list of the current functionalities of the Application by relevant variant is available on the Service Provider's website.
The Application also allows the use of services provided by third Parties. Details on the provision of the aforementioned services, including the rights and obligations of the Customer or the User, shall be contained in separate documents made available by the entities providing the aforementioned services.
The Service Provider is entitled to determine which functionalities of the Application and with which communication rules can be used via the API. The technical details of the API can be found in the relevant documentation made available on the Service Provider's website.
§5 Obligations of the Customer and the User
The Customer and the User are required to provide true personal and contact data at the stage of assigning them access to the Application and to update them.
The Customer and the User are required to use the Application in a manner consistent with the law and good morals, in particular to respect the personal rights and intellectual property rights of third Parties and to process all data, in particular broadly defined personal data, in the Application in accordance with the law, including the consents obtained.
The Customer and the User, for the protection of their interests, in particular with a view to the security of the data processed in the Application, including personal data, must keep their access data to the Application confidential. In the event that the said access data is lost (in particular stolen), new data may be generated. In the event of the aforementioned circumstances, it is recommended to inform the Service Provider immediately.
The API may only be used for the purposes of using the Application in accordance with the Agreement and as described in the relevant technical documentation.
The Customer and the User shall be fully and solely responsible for the content they enter into the Application. In the event that any claims are made to the Service Provider pertaining to the foregoing content, the above entities undertake to pursue all measures to indemnify the Service Provider against any liability for such claims made. In particular, they shall proceed with the legal proceedings brought against the Service Provider and shall reimburse the Service Provider for all costs that the Service Provider shall incur as a result of the submission of the aforementioned claims. In particular, this applies to the costs of the court proceedings, the amounts awarded or penalties imposed on the Service Provider, the amounts resulting from the settlements concluded as well as the Service Provider's legal costs. In addition, if the Service Provider receives information that the above-mentioned content is unlawful or immoral or infringes the rights of third Parties, or damages the reputation of the Service Provider and/or the Application, the Service Provider may block access to the Application. This shall also apply if the Customer uses the Application in a manner contrary to its purpose.
The Service Provider is also entitled to limit the number of so-called enquiries from one Customer or User at intervals determined by the Service Provider, or even to temporarily suspend the handling of such enquiries.
§6 Service Provider's liability
The Application is only a support for the Customer's business and hence the Service Provider assumes no liability in respect of the business so conducted by the Customer.
The Service Provider shall not be liable: - for the provision of services within the meaning of §4.2 to the Customer or User - the entities actually providing the services shall be the exclusive addressees of any possible claims arising from the provision of such services. - for any damage resulting from the malfunction of resources as defined in §3.1; - for any damage caused by the disclosure by the Customer or the User to third Parties of the data enabling access to the Application; - for any damage resulting from the use or malfunction of the Application, and from the misuse of the Application by the Customer or the User, unless such damage is due to the willful misconduct of the Service Provider.
The Service Provider shall not be liable in any way whatsoever for the use of the Application by the Customer or the User in a manner contrary to the provisions of the law, including in a manner contrary hereto or the Terms.
Any liability of the Service Provider for non-performance or improper performance of its obligations under the Terms or the Agreement: - shall be limited to half of the fee actually received by the Service Provider for making the Application available to the Customer during the term hereof, but no longer than for the last 12 (in words: twelve) months; - covers only actual damage (damnum emergens).
§7 Complaint procedure
Any possible complaints must be made by the Customer through the coordinators as defined in the Agreement.
The complaint must contain at least a detailed description of the event giving rise to the complaint.
The Service Provider shall consider the complaint within 14 days of receiving the complaint, unless it must be provided with additional information to consider the complaint. In this case, the 14-day period is calculated from the date of provision of such information.
A reply to a complaint shall only be given via the coordinators referred to in para. 1.
Detailed rules on complaints may be contained in separate documents.
§8 Provisions concerning intellectual property rights
The Application shall constitute a work within the meaning of the Act of 04 February 1994 on Copyright and Related Rights (Journal of Laws of 2019, item 1231). Thus, it enjoys the protection provided for in the aforementioned Act.
Use of the Application shall not result in the acquisition of any intangible rights in it, apart from the right to use it to the extent necessary to perform the subject hereof. In view of the foregoing, the Customer and the User shall undertake in particular:
not to copy the Application, in whole or in part;
not carry out reverse engineering to it in the broadest sense, regardless of the specific activities that constitute such engineering (disassembly, decompilation, etc.).
The Customer and the User agree not to remove any markings or signatures of the Service Provider contained in the content of the Application.
Insofar as the Subject Matter hereof is to be carried out on the basis of materials made available to the Service Provider by the Customer or entities designated by the Customer (for instance trademarks, databases or elements of corporate identity), the Customer: - declares that these materials shall be made available to the Service Provider free of charge in the performance of its obligations hereunder; - warrants that the use of these materials by the Service Provider shall not infringe the rights of third parties - therefore, if after the use of these materials by the Service Provider any legal defects or encumbrances are revealed or claims of third parties are made on the occasion of such use, the provisions of §5.5 shall apply accordingly and, moreover, at the Service Provider's request, the Customer shall be required to make a public statement of the form and content specified by the Service Provider; - authorises the Service Provider (grants the non-exclusive licence), without additional fee, to use the above-mentioned materials for the purpose of performing the subject hereof, in particular in the following fields of exploitation: fixation, copying, entering into computer memory, as well as communicating it to the public in a manner that allows anyone to access it from a place and at a time of their choosing, creating derivative works and using them in the above-mentioned fields of exploitation.
§9 Personal data
To enable the Customer to use the Application, the Customer shall entrust the Service Provider with the processing of the personal data collected by the Customer in the Application. The processing of the entrusted personal data shall be carried out in accordance with the terms of a separate agreement concluded in this regard by the Service Provider with the Customer and, in the absence of a direct contractual relationship between the Service Provider and the Customer, in accordance with the terms of the Framework Cooperation Agreement concluded by and between the Service Provider and the Partner who has concluded an Agreement with the Customer for the use of the Application, unless - with respect to a particular Customer - the Service Provider and the Partner have agreed on separate rules for the processing of the entrusted personal data with the Customer.
§10 Confidentiality clause
The Parties (it means the Service Provider and the Customer) undertake, during the term hereof and indefinitely after its termination or expiry, to maintain absolute secrecy and not to communicate, disclose or use without the other Party's written consent any undisclosed information of a programme-related, technical, technological, organisational, accounting, financial, personal, commercial, statistical or employee nature concerning the Parties or their affiliated or cooperating entities, regardless of the manner in which such information is communicated or fixed.
The Parties undertake to keep the information referred to in para. 1 above confidential, unless the secrecy of the information has ceased and it is public knowledge or its disclosure is requested by a legally authorised body in the form and content stipulated by law, but only to the extent necessary.
The Parties may not use the information referred to in para. 1 for purposes other than the implementation of the subject matter of the Agreement.
§11 Final provisions
The content of the Terms shall be is available on the website through which the Application is made available and can be saved or printed at any time.
The Terms shall be governed by Polish law. In matters not regulated herein, the relevant provisions of this law, in particular of the Civil Code, shall apply.
The Parties declare that disputes arising from the Terms, in particular those arising from the use of the Application by the Customer, shall be submitted to the court having jurisdiction over the registered office of the Service Provider.
The Service Provider reserves the right to amend the Terms. These amendments shall take effect as soon as they are made available within the meaning of para. 1.