IF YOU PURCHASE VERONYM SERVICES, THESE TERMS AND CONDITIONS WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THE VERONYM SERVICES. YOU SHALL ACCEPT AND BE BOUND BY THESE TERMS AND CONDITIONS EITHER BY EXECUTING OR SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS AND CONDITIONS OR BY ELECTRONIC “ACCEPT” BUTTON AS MAY BE REQUIRED FOR USE OF THE VERONYM SERVICE.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES OR FOR FREE SERVICES, THESE TERMS AND CONDITIONS SHALL BE APPLICABLE TO YOUR USE OF SUCH SERVICES.
“Subscription Term” means the Subscription Term stated on the Order Form during which the Services will be delivered by Veronym Polska sp. z o.o. (“Veronym”), subject to the following terms as the basis for the Subscription.
“Client” means the company or other legal entity signing up for the Veronym Services, on behalf of which you are accepting these Terms and Conditions.
“Subscription Agreement” means binding terms of service by and between the Client and Veronym governing the use of the Services by such Client.
“Force Majeure Event” means an external event, impossible (or almost impossible) to predict, consequences of which cannot be prevented due to a cause beyond the reasonable control of such Party, including fire, flood, or other catastrophes; acts of government; national emergencies, strikes, insurrections, riots, war or acts of war or terrorism.
“Initial Subscription Term” means the Subscription Term stated on the first Order Form for the purchase of the Services by the Client.
“Order” means an order for a Service specified in an Order Form that has been signed or accepted by duly authorized Client personnel and accepted in writing by Veronym.
“Order Form” means Veronym’s order form for the provision of the Services, available at www.veronym.com/legal website or sent to the Client’s mail address with web application during the online registration process.
“Purchased Services” means the Services that the Client purchases under a paid subscription, as distinguished from those provided pursuant to a free trial or services offered for free.
“Computer” means a subscription for a specific individual user that accesses the Internet in connection with the Services.
“Service Commencement Date” means the requested Service Commencement Date stated on the Order Form.
“Services” means the services to be provided by Veronym to the Client as specified in an Order.
“Software” means computer programs in object code, as applicable, provided or to be provided to the Client by Veronym pursuant to the Subscription Agreement, and excluding any proprietary software provided by the Client.
2. ORDERING OF SERVICES, CHANGES AND RENEWAL
2.1 These Terms and Conditions govern the order, use, change and renewal of the Services by the Client as specified in the Order Form and the Subscription Agreement.
2.2 The Client commissions and Veronym undertakes to provide and make available the Services to the Client pursuant to these Terms and Conditions and the relevant Subscription Agreement and the Order Form during the Subscription Term.
2.3 These Terms and Conditions are not designed for consumers. By accepting these Terms and Conditions the Client declares that it will use the Services in the course of its business.
2.4 Customer will issue Orders and Veronym will accept Orders for the provision of the Services only in the form of duly signed (also electronically) Order Forms. All executed Orders are non-cancellable and all amounts paid are nonrefundable. Subject to this clause 2., the purchased number of Computers covered by the Services can be used and moved around the Client’s organization as may be required by the Client.
2.5 The Services shall be provided for an initial period as defined under “Subscription Term” in the relevant Order Form. The subscription period shall commence on the Service Commencement Date.
2.6 At the end of the Subscription Term, the Client may terminate the Services by sending Veronym (by email) a notice of termination at least one full calendar month before the lapse of the Subscription Term. If the Client does not terminate the Services, the Subscription Term shall be automatically prolonged for another subscription period in the same scope and length (e.g. number of Computers, subscription term) as it was on the last day of the current Subscription Term. The automatic prolongation shall be repeated yearly until the Client terminates the Services.
2.7 At the end of the Subscription Term, the Client may terminate the Services partially, i.e. only in relation to the number of the purchased Computers by sending Veronym (by email) a notice of termination indicating the number of the Computers to be terminated at least two weeks before the lapse of the Subscription Term.
2.8 The Client may purchase additional number of Users or functionalities of the Services at any time during the Subscription Term. The term of such additional services shall lapse together with the term of the initially Purchased Services, i.e. all Services rendered by Veronym to the Client shall terminate at the end of the Subscription Term unless earlier partially terminated. The additional number of Computers or functionalities of the Services may be purchased with the use of a new Order Form available for the Client after logging in to the Client’s account. The Subscription Term stated on the new Order Form shall be the remaining time until the expiry date of the Subscription Term for the initially purchased Services. Upon receiving the new Order Form Veronym shall send back its acceptance, including the information on fees for the added Services or number of Users until the end of the remaining Subscription Term.
3. USE OF THE SERVICES
3.1 The Client must agree to the Subscription Agreement with Veronym and the Client’s access and use of the Services is conditioned on the Client’s acceptance of the Subscription Agreement.
3.2 Each User purchased by the Client may be used only by a single individual user to access and use the Services. The individual user is defined as a unique individual who works under an engagement with the Client and is expected to use up to a maximum of two (2) devices and 50GB of outgoing traffic per month flowing through the Services shall be considered as “User”.
4. CHARGES, INVOICES, PAYMENT AND TAXES
4.1 Charges: the fees will be as agreed per the Order Forms and are based on the Services purchased and not actual usage.
4.2 Currencies: fees are quoted and payments are to be effected in the currencies stated on the relevant Order Forms.
4.3 Quoted service prices will be converted into other currencies according to the current exchange rate of the average foreign currency published and announced by the National Bank of Poland in force on the date of invoice issue.
4.4 Invoicing: Subject to the Client’s choice, Veronym will be invoicing the Client in monthly instalments or annually. Veronym will invoice all fixed monthly or annual fees in advance.
4.5 I hereby authorize Veronym Holding GmbH or any of its subsidiaries to issue and send in a digital form VAT invoices, corrective invoices or any other billing documents on email address provided during the registration process.
4.6 Payment: All invoices are due and payable within 7 days of the date of receipt of the invoice. Payment will be made by wire transfer to the bank account nominated by Veronym if not differently indicated on the invoice. The Client shall notify Veronym within seven days of the date of receiving the invoice of any amount which it reasonably disputes. Failing to notify any disputes, the Client will be deemed to have accepted the amounts stated on the invoice. The Client shall have the right to withhold payment only of reasonably disputed amounts. Except in case of breach, payment obligations are non-cancellable and charges paid are non-refundable.
4.7 Taxes: The amounts listed in the charges schedule and on the Order Forms do not include taxes, such as VAT and withholding taxes, and any similar tax or any government imposed fees or surcharges which may be applicable thereto and which will be invoiced to the Client in accordance with local law. The Client agrees to pay or reimburse Veronym for all such taxes or fees, excluding tax on Veronym income. In respect of withholding tax, the Client will pay such additional amounts as may be necessary, such that Veronym receives the amount it would have received had no withholding been imposed. Veronym will make reasonable efforts to inform the Client upon the Client’s request of the taxes applicable to any Order Form, provided that Veronym’s failure to inform the Client will not bar Veronym from requiring the payment or reimbursement of any such tax.
4.8 Non-payment: Failure by the Client to pay any fees in accordance with the Subscription Agreement, except for any amount disputed in accordance with Article 4.6, will entitle Veronym to demand statutory interest for the delay, even if Veronym does not suffer any damages and even if the delay was due to circumstances for which the Client is not liable. Veronym will be entitled to suspend the Services to which the non-payment relates, provided that (i) Veronym will have given the Client a seven days’ notice of its intention to do so and (ii) the Client having failed to pay the overdue amounts during that time. The exercise of these remedies is without prejudice to Veronym’ other rights and remedies .
5. PUBLICITY AND TRADEMARKS
5.1 The Client permits Veronym to identify the Client as a customer of Veronym and to display the Client’s logo in connection with identifying the Client as a customer of Veronym.
5.2 The Client agrees to participate in a joint press release with Veronym announcing the Clients use of Veronym’ Services. The press release shall be subject to the approval of the Client and Veronym, which shall not be unreasonably withheld or delayed.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 Intellectual property rights are regulated in the Subscription Agreement.
7.1 Indemnification is regulated in the Subscription Agreement.
8. CONFIDENTIAL INFORMATION
The Client and Veronym agree for the duration of the provisioning of the Service by Veronym and for three years thereafter to treat any confidential information regarding the Service and any other information provided by one party to the other party that would reasonably be understood to be confidential (“Confidential Information”) as strictly confidential, and use such Confidential Information only for the purposes of using or provisioning the Service as permitted hereunder. Identification of the Client as a customer of Veronym under point five above, shall not be treated as Confidential Information.
9. EXCLUSIONS AND LIMITATIONS OF LIABILITY
9.1 As far as this is permissible under the applicable law Veronym’s liability for any consequences of using the Services, including damages resulting from the use or impossibility to use, in particular for damages resulting from errors or other defects of the Services, is excluded. The above exclusion of liability also applies after the termination or expiration of the Subscription Agreement, regardless of the mode in which it was terminated or expired.
9.2 The limitation of Veronym’s liability shall not apply, subject in particular to the provisions of article 473 § 2 of the Civil Code, if the damage was caused intentionally by Veronym.
9.3 Except for completing any payment obligations, neither Veronym nor the Client will be liable for any delay or for the consequences of any delay in fulfilling any of its obligations under the Subscription Agreement and these Terms and Conditions if such delay is due to a Force Majeure Event.
9.4 Nothing in these Terms and Conditions or the Subscription Agreement will exclude or restrict any party’s liability for death or personal injury caused by negligence, or fraud or deceit.
10. GOVERNING LAW AND JURISDICTION
These Terms and Conditions and all matters arising from or in connection with the interpretation or enforcement of these Terms and Conditions will be governed exclusively by the laws of the Poland, without regard to its conflicts of laws provisions. Veronym and the Client agree to submit to the jurisdiction of the competent court in the Poland.
11. CHANGES TO THE TERMS AND CONDITIONS
These Terms and Conditions may be periodically updated and the current version will be posted at www.veronym.com. If the Client continues to use the Services after revised Terms and Conditions have been posted, the Client shall be understood to acceptance the revised Terms and Conditions.
END OF TERMS AND CONDITIONS FOR THE PROVISION OF VERONYM SERVICE
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