1. Website – the website available at www.icproject.com run by the Seller;
2. Terms and Conditions – these terms and conditions (of the Website and the Application) as stipulated in Art. 8 of the Act of 18 July 2002 on provision of services by electronic means (consolidated text: Journal of Laws of 2019, item 123, 730);
3. Seller – nGroup System Sp. z o.o., ul. Malików 150d; 25-639 Kielce, NIP (Tax Identification Number): 9591926129, REGON (National Official Business Register): 260468463, entered in the National Court Register (KRS) by the District Court in Kielce, 10th Economic Division of the National Court Register, with KRS number 0000385149, share capital: PLN 5000 (paid up in full), e-mail: email@example.com;
4. Client – the Entrepreneur using the services provided by the Seller by electronic means on the Website (notably by registration of an Account) or concluding the Contract with the Seller;
5. Entrepreneur – the entrepreneur as per Art. 431 of the Civil Code, i.e. a natural person, a legal person or an organisational unit which does not have legal personality but is granted legal capacity under the law, conducting economic or professional activity on its own behalf, concluding the Contract with the Seller or using other services provided by the Seller by electronic means;
6. Registration Form – the form available on the Website, which allows registering the Account;
7. Account – a set of resources in the Seller’s ICT system designated with an individual name (login) and password and assigned to the Client, in which the Client’s data are stored, including but not limited to information on the placed Orders, and for the registration of which the Client must fill in the Registration Form;
8. Order – the Client’s declaration of will being an offer of conclusion of the Contract with the Seller;
9. Contract – a contract as per the Civil Code concluded remotely by and between the Seller and the Client via the Website, in Polish, the subject of which are the Services;
10. Service – the subject of the Contract concluded under the provisions of these Terms and Conditions, which is available on the Website;
11. Proof of Purchase – a VAT invoice in electronic form issued by the Seller and confirming the conclusion of the Contract;
12. Promotion – a price discount on selected Services which can be the subject of the Contract, with a specified duration, or another benefit provided for the Client in connection with the conclusion of the Contract or registration of the Account;
13. Newsletter – a service provided via electronic means by the Seller upon the Client’s prior consent, one which entails the Client’s automatically receiving the most significant information, including commercial information, related to the Website to the specified e-mail address,
15. Software – the ICProject Application operating in the SaaS (Software as a Service) model, based on the cloud, managed by the Controller who makes it available to the Users on computers and mobile devices, serving mostly to manage resources, tasks and time of teams. The Software is made available under the Contract concluded with the User.
16. Pricelist – a list specifying fees related to the use of the Software, along with their amounts, and detailing issues related to the functions of respective versions of the Software, including their Access Limits, as published at www.icproject.com; The Pricelist is an integral part of the Contract concluded by and between the Controller and the User;
17. Settlement Period – a strictly defined timeframe for which payments are made for use of the Software and through which one of the paid versions of the Software is available;
18. Subscription – a specified monetary amount due to the Seller in exchange for the User’s using the Software for the given Settlement Period.
19. Access Limit – limitation on the maximum number of people whom the User grants access to its Account. The level of the Access Limit for the given version of the Software has been specified in the Pricelist
20. Force Majeure – fortuitous events which cannot be foreseen and prevented, including but not limited to: sudden major industrial and technological failures, power cuts, limitations resulting from war, strike, natural disaster, epidemic, governance of the state or local authorities that prevents performance of the Agreement etc.
21. Civil Code – the Civil Code of 23 Apirl 1964 (consolidated text: Journal of Laws of 2019, item 1145, 1495).
§ 2. GENERAL PROVISIONS
1. These Terms and Conditions apply to the Contracts and other services provided by the Seller via the Software, available on the Website.
2. The Website.
3. The services provided by the Seller via electronic means on the Website consist in the Seller’s allowing the Client:
a) to conclude the Contracts on the terms stipulated by these Terms and Conditions,
b) to register and hold the Account on the Website,
c) to receive the Newsletter,
d) to use other services available on the Website.
4. The services provided via the Software under the concluded Contract:
a) keeping an individual Account,
b) developing and storing databases,
c) managing resources,
d) managing client relationships (CRM),
e) creating plans/tasks,
f) creating schedules and contact lists,
g) reporting the working time of employees,
h) using the messenger available in the Software,
i) using other services available in the Software.
5. The Seller makes the Software available in the following versions
a) Start Up (free version of the Software) – the Seller makes the Software available for free, which allows the Clients to familiarise themselves with its functions. The scope of services available in the Software in its free version can be limited by the Seller.
b) Small/Business/Enterprise (paid versions of the Software) – paid versions of the Software different in terms of nature, functions and price. The Software in Small/Business/Enterprise versions can be made available by the Seller free of charge for a trial period to allow the Clients to familiarise themselves with their functions. Switching the Account from the trial period to the premium Account means that the Client accepts the presented form of the Software.
c) Individual package – created at the Client’s request, tailored to its individual needs.
6. The specification of functions, prices and other parameters of each version of the Software can be found in the Pricelist.
7. Announcements, advertisements, pricelists and other information on the Services communicated on the Website are understood as an invitation to conclude the Contract subject to Art. 71 of the Civil Code.
8. The Website conducts sale in and out of the Republic of Poland.
9. The Seller exercises utmost diligence in performance of the Contracts and the Orders.
10. Promotions can be organised on the Website on terms specified and published on the Website by the Seller.
11. For effective provision of the Services rendered via the Website, including but not limited to effective access to the Software, a computer or mobile device meeting the following technical requirements is needed:
a) Access to the Internet;
b) Enabled support of cookies and Java Script;
c) Installed web browser in the latest version (recommended: Google Chrome, supported: [Edge, Firefox, Chrome, Safari]);
d) Screen resolution of at least 1366px;
e) Keyboard or a different pointing device allowing correct completion of electronic forms;
f) Internet access with the minimum download speed of 1 Mbit/s and the minimum upload speed of 128 Kbit/s;
g) Active e-mail account.
1. The Client is obliged to use the Software and the Website in a manner compliant with the governing law, principles of community life and good morals, having respect for personal interests and intellectual property rights of third parties.
2. Using the Website and the Software is completely voluntary.
3. The Client cannot take action that could have a negative effect on operation of the Software and the Website. In particular, the Client cannot:
a) interfere with the content and graphic elements of the Website;
b) publish unlawful content on the Website;
c) introduce harmful data in the Software or Website as an IT system, including but not limited to malware, i.e. viruses, spyware etc.
d) use the Website or the Software for activities deviating from its purpose, i.e. notably the Client cannot send spam or similar messages or run any economic, commercial, advertising or promotional activities for its own interest via the Website unless the Contract provides otherwise.
5. When using the Software and the Website, the Client is obliged to provide true and correct data and information necessary for registration of the Account or conclusion and performance of the Contract.
6. It is prohibited to transfer personal data of third parties via the Website or the Software without their consent. In the case of partially interdicted natural persons, the consent has to be expressed by their statutory representatives or legal guardians.
7. Any and all photos and other materials (including but not limited to texts, graphics, logotypes) being pieces of work as per the Copyright and Related Right Act of 4 February 1994 (consolidated text: Journal of Laws of 2019, item 1231, 2245), hereinafter collectively referred to as the Materials, published on the Website are owned by the Seller or have been used by the Seller upon consent of the third party holding intellectual property rights to the Materials.
8. Both the Client and any other person having access to the Website is obliged to abstain from copying, modifying, spreading, reprinting, transmitting or otherwise using (especially for marketing, commercial or financial purposes) the Materials published on the Website without a written consent of the Seller or a different third party holding intellectual property rights to the Materials, except for fair use of the Materials as per the regulations stipulated in the previous section.8. Breach of the provisions of the previous section could lead to breach of law and, in turn, form the basis for instigation of civil or criminal proceedings against the parties employing such practices.
9. The Client is fully liable to the Seller and third parties for damage resulting from:
a) the Client’s breaching the law, including but not limited to infringement of third party rights and provisions of these Terms and Conditions,
10. Incorrect or unauthorised use of the Website and resulting technical problems, loss or data or other damage to the operation of the Website, including but not limited to the activities stipulated in section 3 of this Article.
11. The liability of the Client as stipulated in the previous section covers both repair of the damage for the Seller and the third party and incurrence of additional costs resulting from the damage, including but not limited to court fees, representation costs, costs of enforcement proceedings and other reasonable costs incurred by the Seller as a result of damage caused to it and in connection with third party claims.
§ 4. SERVICE PROVISION CONTRACT
1. The Account has to be registered to use the Software. Before the Account is registered, the Terms and Conditions have to be carefully read and accepted.
2. In order for the Client to register the Account, it has to click on dedicated button “Check for free” on the homepage of the Website or buttons available in the Pricelist of different versions of the Software (“Free forever” or “15-day free account”). Subsequently, the Client enters the e-mail address and they are sent an activation link, which opens the Registration Form.
3. Registration in the Website progresses in two stages (steps):
a) The stage specified in section 2 of this Article.
b) Then, the required consent fields have to be checked and the Registration Form has to be filled with the following personal details:
1. domain name;
2. full name;
3. name of enterprise;
4. e-mail address.
4. After the registration, the Client can start to use the Software right away. It is also sent information with a manual at the specified e-mail address.
5. After the such a registration of the Account, the Client immediately is granted access to the Account with an individual login and password.
6. The Account that has been registered on the Website successfully allows third parties to access the Software in the number of exceeding the maximum number specified in the Access Limit for the relevant version of the Software.
7. The Client who has registered the Account on the Website can grant and take away the right of access to the Software in the selected version subject to the limitations arising from the Access Limits.
8. The Client can at any time change the selected version of the Software except when less than 7 days are left to the end of the Settlement Period – in such a situation, such a change will be possible when the User is paying the subscription for the new Settlement Period.
9. Changing the selected version of the Software is possible provided it is allowed by the Access Limit on the Client’s Account.
10. Changing the version of the Software during its use does not affect the Settlement Period in any way.
11. The Account can be removed at any time by way of the Client sending a request to remove the Account to the following e-mail address of the Seller: firstname.lastname@example.org.
12. Providing the Services via the Website and the Software, the Seller exercises due diligence so that the Clients are fully satisfied.
13. The Seller provides the Services to the Client under the Contract, which is governed by these Terms and Conditions, the Civil Code, the Act on provision of services via electronic means and other relevant regulations. The procedure of its conclusion is stipulated in these Terms and Conditions.
14. By providing its data, the Client automatically makes declarations to the following effect:
a) all the data made available to the Seller are true;
b) the Client consents to receipt of information on any changes in terms of provision of services by the Seller via electronic messages sent to the provided e-mail address;
c) Regardless of the data provided during the registration process, the User can enter additional data and information in their Account, including but not limited to photos, graphics, text files etc.
d) The Contract is deemed to be concluded on the day when the Client presses (clicks on) the button serving to confirm the registration on the Website. Upon confirming the registration on the Website, the User is granted access to their Account with a login (e-mail address) and password;
e) Concluding the Contract with the Seller, the Client authorises it to issue VAT invoices without the signature of their recipient;
f) If any errors in the operation of the Software are found, the Client can demand their removal as quickly as possible, depending on the nature and complexity of the given error.
§ 5. ORDER EXECUTION TERMS
1. The Client can place an Order:
a) by filling in the Registration Form (creation of the Account);
b) to the following e-mail address of the Seller: email@example.com, at any time (24 hours a day, 7 days a week) – in the e-mail, being a declaration of will to place the Order, the Client should specify which Services are to be covered in the Order;
c) the Order can be placed by phone at 600 985 309 (available 24 hours a day, 7 days a week). During the call, the Client should specify which functions/versions of the Software are to be covered in the Order;
d) Via the contact form under the Pricelist tab – when the Client wishes to use an individual package
2. The Seller sends the Client a confirmation of placement and acceptance of the Order by e-mail within 24 hours after the Order is placed.
3. The placed Orders for trial versions are executed immediately and their paid portions – after the Client makes due payments within 7 days from the end of the trial period as stipulated in § 6 of these Terms and Conditions.
4. The lead time of the Order can be prolonged in the case of the Force Majeure, which is understood as unavoidable, extraordinary, unforeseeable and uncontrollable circumstances the effects of which could not be avoided despite due diligence, by the period of that Force Majeure.
5. The Seller reserves the right to cancel the Order if the Client – despite a request – has failed to supplement the items required for effective execution of the Order within 7 days, subject to § 6 Point 7 of these Terms and Conditions.
§ 6. FEES
1. Details on payments and the term of the Contract are specified by the Pricelist, which is an integral part of the Contract. The Pricelist is available on the Website.
2. For using the Software in the given Settlement Period a fee in the form of the Subscription is collected from the client.
3. The User can settle the Subscriptions by way of monthly payments, the amount of which depends on the selected version of the Software, or by way of a one-off payment made “up front” for the entire term of the Contract.
4. The Client can pay the Subscription by way of monthly payments within 14 days: the first 7 out of which before the end of the Settlement period and the other 7 after the end of the current Settlement Period. At the same time, the Seller does not exclude the possibility to settle the Subscription earlier.
5. After the expiry of the trial version, the Client should make a due payment within 7 days. If the payment is not made within that time limit, the Account will be blocked. After the Account is blocked, the Client can log in and make a payment, which will be allowed by a message about the required payment.
6. If the Client fails to pay the Subscription within the time limit stipulated in section 4 of this Article, access to the Software will be blocked completely and all information saved on the Client’s Account will be lost 3 months after the day when the Account was blocked.
7. The prices provided on the Website (in the Pricelist) are denominated in euro (€) and are net prices, exclusive of VAT.
8. The User can select one of the following methods of payment for the Subscription:
a) payment by ordinary or online transfer to the Seller’s bank account
b) payment with a credit card – Visa, MasterCard or Diners Club
c) online payment – Paylane.
9. Online payments made via the Website are handled through the Paylane platform available at www.paylane.com, used by PayLane Sp. z o.o. with its registered office in Gdańsk (80-280), ul. C. K. Norwida 4, entered in the Register of Entrepreneurs of the National Court Register (KRS) kept by the District Court for Gdańsk-Północ in Gdańsk, 7th Economic Division of KRS, with KRS number 0000227278, NIP (Tax Identification Number) 586-214-10-89, REGON (National Official Business Register) 220010531.
10. The Subscription is deemed to be paid on the day when the Seller’s bank account is credited with the full amount due. Any additional payments (bank- and post-related) are borne by the Client.
11. The Seller allows application of the Promotions.
12. The Seller reserves the right to change the Pricelist and the Parties agree that it will not be deemed as an amendment to the Contract. The Client will be informed about each and every change in the Pricelist by e-mail or the newsletter 7 days before the end of the Settlement Period. The Parties are bound by the Pricelist as accepted by the Client.
§ 7. TERMINATION OF CONTRACT
1. The Contract of use of free version of the Software (Start Up) is concluded for an indefinite term and can be terminated by the Client or the Seller at any time.
2. The Contract of use of a paid version of the Software, i.e. Small/Business/Enterprise or the Individual Package, is concluded for a definite term and cannot be terminated before its lapse, to the exclusion of the situations stipulated in these Terms and Conditions.
3. The Client has the right to terminate the Contract with immediate effect when there has been an interruption in the provision of services exceeding 14 days and resulting from circumstances attributable to Seller. This does not apply to situations when the interruption in the access to the services results from objective circumstances not attributable to the Seller (e.g. Force Majeure).
4. The Seller has the right to terminate the Contract with immediate effect in the following cases:
a) the Client provides incomplete, incorrect or untrue data in the scope stipulated in these Terms and Conditions;
b) there is justified suspicion that the services provided by the Seller are used contrary to their purpose or in a manner violating the coherence of the IT system of the Seller;
c) there is reasonable suspicion that the services provide by the Seller are used in a manner directly or indirectly resulting in widely understood hindrances to free use of the system or hardware resources by other Clients;
d) the Client has breached the generally applicable provisions of law during or in connection with the use of the Software;
e) the Client has infringed rights of third parties (natural persons, legal persons, organisational units without legal personality) during or in connection with the use of the Software;
5. The Seller reserves the right to stop providing the services if the Client fails ty pay at least one due subscription fee (VAT invoice) subject to Article 6 – upon prior request that the Client pay the overdue liability – and by way of the Seller taking action aiming to receive the overdue payment.
6. The Clients of the Website and the Software are entrepreneurs as per Art. 43(1) of the Civil Code of 23 April 1964 (Journal of Laws of 2014, item 121, as amended), as a result of which the right to rescind the Contract is absolutely excluded.
§ 8. COMPLAINT
1. If the Client finds that the Service is provided by the Seller in a defective manner, the Client is obliged to inform the Seller about it.
2. A complaint has to include the Client’s details, information on the Services and the Order, a description and detection date of defective operation of the Service and the Client’s demand.
5. If the data or information provided in the compliant need supplementation, the Seller will request the complaining party to supplement them within a specified scope before examining the complaint.
6. The Seller undertakes to examine a complaint filed by the Client being the Entrepreneur who demanded removal of the defect as part of such a complaint, within 14 days from its submittal or supplementation by the Client. If, in the case stipulated in this section, the Seller fails to reply to the complaint within the stipulated time limit, the complaint will be deemed reasonable.
§ 9. LIABILITY
1. The Seller is not liable for the content of erotic or pornographic nature, violating legal or moral norms, showing or promoting violence, hatred, discrimination (racial, cultural, ethnical, religious, philosophical etc.), violating personal interests or offending the dignity of others that is placed in the Software by the Client.
2. The Client is exclusively liable for introducing data, content and materials entered in the Software and for the activities performed by way of using the Software as well as for third parties who have obtained access to the Software and the data in any way, by fault of the Client.
3. The Seller is not liable for the Clients’ actions that are contrary to the Terms and Conditions, including but not limited to the failure by of the Clients to satisfy the obligations imposed on them by applicable provisions of the law.
4. The Seller is not liable for any damage resulting from the Clients’ providing untrue, out-of-date or incomplete data.
5. The Clients are exclusively liable for the manner in which they use the Software that has been made available to them against payment.
6. The Client downloads and obtains any and all data provided by the Seller at its own responsibility.
7. The Clients are also responsible for verifying the data entered in the Software – the Seller does not interfere with the content, scope and type of the data entered in the Software.
8. The Seller is not liable to the Clients for profit loss (lucrum cessans) or any damage (damnum emergens), indirect damage, costs and other liabilities which the Clients have sustained in connection with the performance of their obligations under the Contract.
9. By using the Website and the Software, the Client holds the Seller harmless and indemnifies it for the loss of third-party personal data which have been entered in the Software, used improperly or disclosed in an unauthorised fashion.
10. The Seller is not liable for non-provision or undue provision of services by telecom operations contracted by the Client.
11. In particular, the Seller is not liable for any actions or inactions of the Client or its employees; any types of damage sustained by third parties as a result of actions or inactions of the Client; interrupted provision, loss or damage of data; non-provision or delay in provision of services for reasons beyond the control of the Seller.
12. The Seller is not liable for problems or interruptions in the operation of the Internet network which prevent the Client from using the Software. In particular, the Seller is not liable for losses sustained by the Client as a result of loss of data or inability to send data caused by interruptions in access to the Seller’s websites.
13. Neither party is liable for damage resulting from Force Majeure.
14. The Seller is not liable for the speed of data transfer and resulting limitations being the effect of technical, technological or infrastructural circumstances.
15. The Seller is not liable for errors in the processing of the Orders or other requests of the Client resulting from the fact that the Client has provided incorrect data.
16. The Seller reserves the right to introduce limitations of or suspend or end provision of the services on the Website or the Software as a result of its technical servicing, maintenance work, expansion or function improvement if this does not infringe any rights of the Partner. At the same time, the Seller undertakes to make an effort for the said interruptions to occur by night and be as short as possible.
§ 10. PERSONAL DATA PROTECTIONH
1. The Seller is the Controller of the Clients’ personal data.
2. The Seller as the Controller processes personal data under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation), the Personal Data Protection Act of 10 May 2018 (consolidated text: Journal of Laws of 2019, item 1781) and other relevant personal data protection regulations.
3. The Client can express its consent for the Seller to process its personal data in order to obtain the Newsletter to the e-mail address specified by the Client.
§ 11. PERSONAL DATA PROTECTION
1. By supplementing the Account with its personal data, the Client entrust them to the Seller for processing.
2. The Client represents that it has obtained such data in a lawful manner and the Seller represents that it undertakes to use the said personal data solely to the extent necessary to provide the services.
3. The Seller undertakes to apply measures ensuring data protection and keep records on the manner of data processing.
4. The Seller is not authorised to make personal data available to third parties, except for the persons cooperating with it who are authorised to process data.
5. If a breach of the personal data entrusted to the Seller is found, the Seller must notify the Client of it immediately, but not later than within 24 hours from learning of it, subject to Art. 33 of GDPR.
6. The Seller is obliged to help the Client as the Personal Data Controller satisfy the obligation to reply to the demands of data subjects in the scope of the personal data entrusted for processing.
7. If the Contract is terminated, the Seller is obliged to remove the personal data entered by the Client in the IT systems of the Seller.
§ 12. FINAL PROVISIONS
1. The Seller reserves the right to amend these Terms and Conditions. Amendments enter into rice at the time expressly specified by the Seller, at least 7 days from their announcement date. The Orders placed before the entry of the above amendments into force will be executed on the terms of effective at the time of their placement.
2. The Seller can expand the scope of the offered services and amend the Terms and Conditions. The amendments cannot infringe the rights of the Client under acquired rights.
3. The Seller reserves the right to give admonishments, temporarily suspend or – in extreme cases – remove the Accounts of the Clients who, despite earlier warnings, breach these Terms and Conditions, make it difficult to other entities to use the Website or the Software or breach the generally applicable provisions of the Polish law.
4. In the case of the Contracts concluded with the Clients running business in the form of a civil law partnership, if the User’s partnership is wound up, the Services can be used by that partner who concluded the Contract with the Seller or to whose e-mail address the link to confirm registration of the Account on the Website was sent. If the above principle does not allow to determine which one of the Clients has the right to use the Services, the Seller will regard the Client who contacts the Seller first as the one entitled to the Services.
5. The Seller undertakes to exercise supervision over correct operation of the Software and to introduce the necessary updates.
6. The parties undertake to notify each other of changes in their addresses, telephone numbers, e-mail addresses and any data required to perform the Contract. If that obligation is not satisfied, any correspondence – including invoices – sent to the previous address or e-mail address will be deemed delivered effectively.
7. Any disputes arising between the Seller and the Client are resolved amicably – provided they both agree to it – or in presence of an independent and impartial mediator.
8. If a dispute cannot be resolved amicably, the court competent for the dispute will be the court of proper venue serving the address of the registered office/main place of business of the Seller.
9. Matters not regulated by these Terms and Conditions are regulated by the applicable general provisions of the law, including but not limited to the Civil Code, the Consumer Right Act, the Copyright and Related Right Act and the personal data protection regulations.
10. The Terms and Conditions become effective as of 22.04.2020