§ 1. General provisions
1. This document provides the principles for and technical conditions of the use of the Qcadoo MES service, hereinafter “Service”, consisting in providing the User with access to the Qcadoo Software through digital means, over the Internet.
2. The rights to the qcdmes.com server (hereinafter “Qcadoo Server”) belong to Qcadoo Limited Sp. z o.o. with the registered offices in Kraków at the address: ul. Walerego Sławka 3A, entered under ID number [KRS] 0000344950 into the Register of Entrepreneurs in the National Court Register, identified by tax-payer’s ID [NIP]: 6762413525.
3. By starting to make use of the Service, the User acknowledges to have got acquainted with these Terms and Conditions, accepts all the provisions contained herein and undertakes to observe them, when making use of the Service.
§ 2. Definitions
1. Qcadoo MES Service (hereinafter the “Service”) – IT services consisting in providing the User with access, through digital means over the Internet, to the Qcadoo MES Softawre Package that enhances production processes management. The range of specific functions of the Qguar MES system that are accessible within the Service and the principles of licensing of the Qguar MES system correspond to the package purchased by the User.
2. Service Provider – The company under the style of Qcadoo Limited Sp. z o.o. with the registered offices in Kraków at the address: ul. Walerego Sławka 3A, entered under ID number [KRS] 0000344950 into the Register of Entrepreneurs in the National Court Register, identified by tax-payer’s ID [NIP]: 6762413525.
3. User – the entity (natural person, legal person or an organizational entity that is not incorporated) to whom the Service is provided.
4. Qcadoo MES system – Computer software that constitutes – according to the act of 4th February 1994 on copyrights and associated rights – a copyrighted work offered by the Service Provider to be used via the Internet Service.
5. Software Modules – Sets of functions of the Qcadoo MES System that are selected and paid for by the User.
6. Qcadoo Server – The set of hardware infrastructure managed by the Service Provider, on which the latter installed the Qcadoo MES System to make it accessible through the Qcadoo.com portal.
7. Package – A set of elements, selected by the User from the Service Provider’s offer, which comprises specific Software Modules, as well as the services and specific licensing principles related to them.
8. Subscription – The fee for a selected Package made available within a specific time frame that has been paid by the User for the benefit of the Service Provider.
§ 4. Scope of the Service
1. The Service Provider shall provide the Service to the User in compliance with the terms and conditions provided for herein.
2. In order to get access to the Service, the User must have an active and paid-for Package that provides all the natural persons allowed to make use of the Service on the User’s side with access to the Software Modules selected by the User.
3. Purchase of the Package requires registration of all the natural persons on the User’s side, who are expected to make use of the Service at the Qcadoo.com portal.
4. Each natural person who makes use of the Service on the User’s side proceeds to make use of the Service by logging into the Qcadoo Server with a unique login and password provided by the Service Provider. Each login is ascribed to the name of a single natural person on the User’s side and it cannot be shared with other persons. Every time a user wishes to make use of the Service, it is required of him to log in with a login and password. The User must ensure by himself that the passwords corresponding to specific logins are sufficiently complex and it is the Use’s exclusive responsibility to ensure safe storage of the passwords.
5. In case the User makes use of an external, third-party system (e.g. Comarch, Enova, Optima, Qguar, Subiekt GT), integrated with the Qcadoo MES System through the integrating application, namely Qcadoo Connector, the User undertakes to notify the Service Provider about a planned upgrade of the external system integrated with the Qcadoo MES System and to do so within 21 days before the upgrade at the latest. Otherwise, the Service Provided cannot guarantee correct data exchange between the Qcadoo MES System and the User’s integrated system.
§ 5. Service Availability
1. The Service shall be available for the User on the 24/7 basis [24 hours a day, 7 days a week] during the period covered by the purchased Subscription. During the availability period, the Service shall be functionally and technically operational at the level of 95%.
2. Provision of the Service may be temporarily suspended (the maintenance time window), in order to carry out upgrade and maintenance works on the Qcadoo MES System that are indispensable or required to remove a failure. The Service Provider shall notify the User about such need by e-mailing the relevant notification to the Address indicated by the User and provided to the Service Provider at the moment of purchasing the Service, and shall do so within the following terms: a). 5 days in advance of the planned upgrade and maintenance works or b). immediately after a system failure.
3. The Service Provider shall take all measures to minimise the time required to carry out indispensable upgrade and maintenance works or works related to failure removal. Unless the level of service availability drops below 95% as a result of interruptions in its operation, the Service shall be considered to have been properly provided. In case the Service availability level drops below 95%, the provision of § 6.5 shall become applicable.
4. The Service Provider may determine regular periods for maintenance of the Qcadoo MES System, about which he shall notify the User in advance. During these periods, the Service Provider shall carry out upgrades of the Qcadoo MES System to new versions.
5. The time of Service unavailability (hereinafter “unavailability period”) does not comprise interruptions related to performance of upgrade and maintenance works and servicing works, about which the User has been notified by the Service Provider in advance.
6. The Service Provider is obliged to realize the obligations related to maintenance and upgrading of the Qcadoo MES System, provision of technical assistance, hosting and backup of User’s data, and the remuneration for a specific scope of these obligations is covered by the Subscription fee.
7. The Service Provider is entitled to replace, at any time, the Qcadoo MES System with its newer version (an upgrade) or a patched version (update), on condition that this does not have a negative impact on the set of Software Modules selected by the User.
8. The principles of performing User’s data backup and recovery:
a. the data are backed up once every 24 hours
b. the data are stored in an external data centre, where the Service is maintained
c. in case of failure, the data are restored within 8 working hours since the moment of failure removal.
§ 6. Subscription
1. The User is obliged to pay a Subscription fee by way of remuneration for the Services provided pursuant to these Terms and Conditions. The Subscription fee and the frequency of its payments depend on the specific Package selected by the User.
2. The prices of particular Packages are specified in the “Services Price List” available on the Service Provider’s portal at the address http://www.qcadoo.com/en/price-list
3. The Subscription fee for the Services is payable in advance by bank transfer to the Service Provider’s account at the mBank SA, account number 43 1140 2004 0000 3802 7558 5703. The payment is to be made against a VAT invoice issued by the Service Provider and sent by e-mail to the User.
4. The date of receiving the amount of the Subscription fee at the Service Provider’s bank account shall be considered the date of payment.
5. In case the Service availability should drop under the threshold of 95%, the remuneration payable to the Service Provider for the consecutive period of making use of the Services shall be reduced according to the following principle:
the remuneration shall be reduced by 1% for every percent of availability drop under the threshold of 95%.
§ 7. Other provisions
1. The Service Provider may cease to provide the Service with immediate effect in case:
a. the User makes use of the Service in a manner incompliant with the Terms and Conditions, or
b. the User makes use of the Service to carry out activities that are illegal according to Polish law or to the law of the country, where such activities are carried out, or
c. the User makes use of the Service in a manner that is incompliant with its purpose, or
d. the User acts to the detriment of the Service Provider, or
e. the Service Provider ceases to conduct his business activities.
The User shall be notified that the Service shall cease to be provided by an e-mail message sent to the User’s e-mail account five days in advance or, in case of a flagrant violation of the Terms and Conditions – 6 hours in advance.
2. The Service Provider is entitled to suspend the Service, within the term provided for in § 6 hereof, if the User fails to pay the Subscription fee. The Service shall be re-launched at the moment the User balances the amount due.
3. In case the Service Provider suspends the Service for reasons arising from the User’s fault, the Subscription fee shall not be reimbursed.
4. At the moment the Service is suspended, the User’s login(s) and password(s) become invalid and the User can no longer access the Service.
5. In case the Service should be suspended, the Service Provider shall maintain the User’s database during the period of 3 calendar months. After this period, the data may be permanently deleted and it shall not be possible to recover them.
6. On the User’s request, the Service Provider shall export the User’s data in the form of a copy of the database and upload it to a specially protected site on an FTP server, which the User shall be granted access to, or the database shall be made available to the User otherwise, as agreed upon.
§ 8. Technical Assistance
1. During the period of Service provision, the Service Provider shall provide access to standard or extended technical assistance, depending on the type of Subscription paid for by the User.
2. Technical assistance consultants are accessible on work days, between 9:00 and 16:00.
3. Within the standard technical assistance, the User is entitled to report failures and inquiries by e-mail to the address: firstname.lastname@example.org
4. Within the extended technical assistance, the User may also seek assistance through Chat-type software.
§ 9. Liability
1. The Service Provider’s liability on any grounds related to the provision of the Service provided for herein shall be limited exclusively to the amount of the Subscription paid by the User for the last 3 months. The Service Provider’s liability for any profits lost by the User is hereby explicitly excluded.
1. The Service Provider and the User undertake to respect principles of confidentiality, that is in particular not to disseminate or disclose proprietary information of the other party – as defined in Art. 11, clause 4, of the Act of 16th April 1993, concerning countermeasures against dishonest competition – or use it in any other manner. Moreover, the parties undertake to comply with the principles of confidentiality that may apply to the other party pursuant to separate or detailed regulations.
2. The Service Provider and the User shall not disseminate, disclose or use information concerning the other party, be it proprietary information of the other party, or be it Confidential Information as defined hereinafter. The obligation specified in this item also applies to any information concerning third parties who are contractors of the parties, no matter whether the obligation of confidentiality follows, or not, from legal regulations or from provisions of agreements concluded by the parties with these contractors.
3. The parties agree that the following in particular shall constitute confidential proprietary information: (i) transactions; (ii) information about the parties, their organization, commercial activities, enterprise, finances or related to branches and affiliated entities; (iii) research and development work, design and technological works, investments, inventions (patents) and utility models related to business activities carried out by the parties; (iv) legal cases and business matters pursued by the Parties, data of contractors of a party and their number, preparations and negotiations concerning contracts to be concluded, legal, technical and economic conditions specified in these contracts, commercial correspondence, legal case and administrative writs, judgments of court tribunals, administrative as well as administrative court entities; (v) content (text) of any agreements concluded by the parties (hereinafter referred jointly as “Confidential Information”).
4. The obligation to maintain confidentiality shall be binding during the period the Client makes use of the Service and shall continue after completion of the Service, and it is not limited in time.
§ 11. Final provisions
1. These Terms and Conditions become binding at the moment the User sets to make use of the Service and cease to be so 6 months after the date the User stops making use of the Service. In case the Terms and Conditions should be amended, the User must be notified about such amendments two weeks in advance. In case the User does not approve amendments to the Terms and Conditions, the User is entitled to give up making use of the Service as of the date the new Terms and Conditions take effect. In such case, the User is entitled to reimbursement of the Subscription fee from the date of Service discontinuation until the end of the Subscription period paid for.
2. Regulations of the Polish law, to the exception of norms of competence, shall apply to the issues that are not regulated by this Contract. In particular, provisions of the Civil Code and of the Act on Rendering Electronic Services shall apply .
3. Any contentious issue that may arise between the Parties shall be resolved in amicable manner. In case it should be impossible to resolve a dispute in the above-mentioned mode, the case shall be referred to the competent court of law with the jurisdiction over the registered offices of the Service Provider.