Date of publishing this version of the Terms of Service: May 16, 2017.
Effective date: June 01, 2017
TERMS OF SERVICE
These Terms of Service shall regulate the provision of Services by the service provider QUOTISS spółka z ograniczoną odpowiedzialnością (“QUOTISS”) with its registered office in Warsaw (Poland), Aleja Niepodległości no. 9/11/67 St., postal code 02-653 Warsaw, entered in the Register of Entrepreneurs, run by the District Court for the Capital City of Warsaw, XIII Commercial Department of the National Court Register, under the KRS number 0000660173, Tax Identification Number (NIP) 5213765108; share capital 450.000PLN fully paid, e-mail email@example.com.
- Account – an integral part of QUOTISS software, dedicated to the Customer, created for the Customer upon registration in order to use the Services;
- Agreement – the agreement for providing and ensuring the access to the QUOTISS software functionality, concluded between the Customer and QUOTISS in the written form or in any other form agreed by the Parties. The Agreement details these Terms of Service, inter alia, the terms on which QUOTISS provides its Services to the particular Customer and payment terms that apply to the said Customer. In the case of any discrepancies between the contents of the Agreement and these Terms of Service, the Parties shall be bound by the Agreement.
- Customer – a natural person with the full legal capacity for acts in law, legal person or organizational unit without legal personality who has met all the following conditions:
- carries on economic or professional activity on their own behalf (an entrepreneur), and
- concluded the Agreement with QUOTISS, in the prescribed form, and
- purchased minimum one Account of QUOTISS software.
- QUOTISS software – a teleinformatic system available at the website quotiss.com, being a property of QUOTISS and through which QUOTISS provides the Services; information available at the website www.quotiss.com and in the Pricelist shall not constitute an offer within the meaning of the Act of April 23, 1964 – the Polish Civil Code, but shall constitute an invitation to conclude the Agreement;
- Parties – QUOTISS and the Customer;
- Pricelist – an appendix to Terms of Service, on the basis of which the current amount of fee for particular services shall be calculated, and which shall specify the mode and term of payment; the Pricelist is published at quotiss.com or negotiated individually with the Customer;
- Service or Services – services provided by electronic means by QUOTISS in accordance with the provisions of the Agreement and these Terms of Service;
- Terms of Service – these Terms of Service provided by QUOTISS available at the website www.quotiss.com; the Terms of Service and associated documents and agreements shall be governed by the applicable law of the Republic of Poland.
I. GENERAL PROVISIONS
- The Terms of Service shall state the terms and conditions of providing the Services by QUOTISS for the benefit of the Customers, as well as the rights and obligations of the Customers. Using the Services shall require acceptance of the Terms of Service. QUOTISS shall provide the Services for the benefit of the Customer on the basis of the Agreement concluded between the Parties and on the basis of the Terms of Service. If the Customer has not read the Terms of Service or refuses to accept them, he/she may not use the Services.
- QUOTISS shall provide these Terms of Service to the Customer free of charge prior to the conclusion of the Agreement, as well as – upon his/her request – in a way which enables obtaining, copying and recording the content of the Terms of Service by means of a teleinformatic system used by the Customer.
- Using QUOTISS software may proceed free of charge or against payment, in accordance with the Agreement and these Terms of Service. The binding price of the Service shall be agreed by the Parties and may differ from the Pricelist.
- The Customer may not assign any of his or her rights or obligations under these Terms of Service or the Agreement to other persons, and any such attempt will be void unless the Customer has obtained a prior written consent of QUOTISS for particular transfer of the Customer’s rights and obligations. The said consent may be given by QUOTISS in electronic form.
- In order to get the access to the Service, the Customer shall satisfy the following minimum technical conditions: a device with the Internet access which enables displaying the QUOTISS interface; the technical specification is published at www.quotiss.com.
- The Parties hereby agree that the main way of communication shall be via electronic means unless these Terms of Service, the Agreement or binding Polish law provisions state otherwise.
- The Customer gives QUOTISS permission in the form of a worldwide, royalty-free, irrevocable license for the term of the Agreement and for necessary period of time after its termination or expiration to conduct activities on the Customer’s data uploaded to QUOTISS software (including but not limited to the Customer’s content, files, documents, calculations, messages), hereinafter called “Content”, necessary to provide Services, including but not limited to using, hosting or publishing and sharing data with third parties (on the Customer’s demand). This permission extends to QUOTISS’ affiliates and trusted third parties with whom QUOTISS cooperates (sublicenses).
II. RULES OF USING SERVICES
- In order to enjoy the functionality of QUOTISS software and the Services, the Customer shall be granted an Account. The Account shall be created upon the Agreement and follow-up Customer’s request, through filling relevant forms or agreed in a different way such as e-mail. Activation of the Account shall be free of charge. The Customer shall be obliged to fill the form with accurate data, otherwise, the Services shall not be rendered. The Account shall be non-transferable.
- Customer will be granted ADMIN Account rights and he will be able to add subsequent sub-accounts; a number of sub-accounts will be in line with the number of sub-accounts specified in the Agreement. 3. Detailed rules regarding the operation of QUOTISS software and particular Services shall be available on relevant subpages of quotiss.com.
- The Customer declares that using QUOTISS software he or she shall proceed in accordance with its intended use, in particular within the framework of QUOTISS software interface and QUOTISS’ instructions relating to QUOTISS software.
- The Customer shall not be allowed to provide content of unlawful nature. In particular, the Customer may not distribute by QUOTISS software any materials which may infringe personal rights, data or interest of third parties, materials which may be used for unlawful purposes, evidently contradict the rules of social coexistence or common moral and social norms. The Customer shall not be allowed to interfere with the integrity of the content and form of QUOTISS Software.
- The Customer may not publish any elements of QUOTISS software, brandings, logos or trademarks connected with the Services or QUOTISS or belonging to QUOTISS, as well as materials provided on quotiss.com to which he/she does not hold right, without the prior written consent of QUOTISS. In particular, the Customer may not copy, broadcast, display, sell, license or in any other way dispose of the materials available via QUOTISS software, unless the Parties agree otherwise. The said consent may be given by QUOTISS in electronic form.
III. AGREEMENT FOR PROVISION OF SERVICES
- The Services shall be available for use by the Customer bound by a valid Agreement with QUOTISS. The scope of the Services shall be limited by the scope of the Agreement concluded by the Customer with QUOTISS and these Terms of Service. The Customer shall individually determine the scope of the Agreement by selecting its relevant elements like a number of active sub-accounts and duration of the Agreement. The conclusion of the Agreement requires the consent of QUOTISS to terms determined or chosen by the Customer.
- The day on which the provision of paid Services has been initiated shall be deemed the first day of actual provision of such Services. Within first 30 (thirty) days of the Service, QUOTISS shall not charge the Customer with any payment on this account (first 30 days of Service free of charge). From the 31 (thirty-first) day Services are provided against payment and consequently, QUOTISS shall charge payment and shall be entitled to remuneration.
- A Customer using the Services free of charge may terminate the Agreement at any time without providing reasons, by sending such request to QUOTISS or by reporting his/her Account for cancellation. Such termination of the Agreement by the Customer shall have the same effect as the resignation from using QUOTISS Software.
- A Customer using the Services against payment may terminate the Agreement at any time without providing reasons, by providing QUOTISS with one month’s termination notice. In such a case, QUOTISS shall have a right to keep remuneration for the whole contracted period determined in the Agreement, unless the Customer has terminated the Agreement within the 30-day trial period (free of charge), as specified above.
- The Customer is responsible for all applicable taxes and QUOTISS will charge tax when required to do so. The Customer will pay QUOTISS any applicable withholding taxes.
- The Customer shall not be entitled to any remuneration on account of using QUOTISS software.
- The Customers may use the Services directly for commercial purposes, including sending offers, publishing advertising, sending advisories, etc.
- Upon the Customer’s request and in return for additional remuneration, QUOTISS may provide technical and software assistance to the Customer in respect of uploading QUOTISS software, particularly an Account and sub-accounts, with proper Customer’s Content. The Customer is solely responsible for the uploaded Content verification (checking its correctness). QUOTISS is not responsible for such verification and the Content (data) correctness.
- QUOTISS reserves the right to terminate the Agreement without notice if:
a) the Customer is in material breach of these Terms of Service or the Agreement, or
b) the Customer is using the Services in a manner that would cause a real risk of harm or loss to QUOTISS or other Customers or cause QUOTISS legal liability, or
c) the Customer is in default with payment of any fee provided for in these Terms of Service or in the Agreement for more than 30 days.
- QUOTISS shall provide teleinformatic infrastructure and ensure its technical functionality, what shall constitute the scope of its liability for QUOTISS software. QUOTISS will not interfere with the Content uploaded and updated by the Customer and with the management of the Account and sub-accounts.
- The Customer shall bear the exclusive liability for the operations resulting from his/her Account. The Customer shall bear the exclusive liability for any Content supplied to, created or published on or sent by the Customer via QUOTISS software. The Customer shall also immediately notify QUOTISS of any security breach or any other unauthorized use of his/her Account. The Customer who has provided the Content to QUOTISS software shall bear exclusive liability for any possible claims of third persons within the scope of the Content provided to QUOTISS software for processing and at the same time undertakes to discharge QUOTISS from any liability in this regard.
- QUOTISS shall not be held liable for any damages related to the operation of QUOTISS software and resulting from:
a) infringement by the Customer of the provisions of these Terms of Service or the Agreement,
b) intentional disclosure by the Customer of the Customer name or password for his/her Account to any third person,
c) an illegal act consisting in cracking QUOTISS software in order to destabilize or block QUOTISS software (for example sending millions of quotes in a day),
d) above and all clauses apply to sub-accounts accordingly.
- QUOTISS shall not bear any liability against the Customer for damage caused by an unintentional fault. QUOTISS shall be liable for the damage only to the extent of actual losses incurred by the Customer subject to the last sentence of this section. QUOTISS shall not be liable for the benefits which the Customer could have obtained had he/she not suffered the damage. The entire liability of QUOTISS for non-performance or improper performance of the above-mentioned Agreement, in particular for unintentional disclosure of confidential information or personal data, shall be limited to the total amount of $1.000 (thousand US dollars) or 100% of any amount the Customer has paid to QUOTISS under his or her current Agreement, if the amount is less than $1.000.
- The Customer shall be obliged to pay the fees in a timely manner. QUOTISS reserves the right to suspend the provision of Service for the period in which the Customer is in default with payment of any fee provided for in the Agreement or these Terms of Service. The suspension in question shall not entitle the Customer to pursue any claims against QUOTISS.
- QUOTISS reserves the right to carry out maintenance and repair works of QUOTISS software, as well as to update its functionalities at any time. In such cases, the access to QUOTISS software may be hindered for a period not longer than 24 hours (on working days) within one month. Beyond the said limit, QUOTISS is entitled to carry out the above-mentioned works during days which are holidays subject to prior notice to the Customer of the works and their schedule via email or another way of electronic communication between the Parties. Such works shall not constitute a violation of the terms and conditions of the Agreement.
- The Customer shall indemnify, defend and hold harmless QUOTISS from and against all liabilities, damages, and costs (including settlement costs and reasonable legal fees) arising out of any claim by a third party against QUOTISS regarding:
a) the Customer data, especially the Content,
b) the Customer’s use of the Services in violation of these Terms of Service or the Agreement.
8. QUOTISS shall not be liable for non-performance or improper performance of the Services caused by a condition that was beyond QUOTISS reasonable control (for example natural disaster, an act of war or terrorism, riot, labor condition, governmental action and Internet disturbance).
9. QUOTISS shall not be liable under a warranty in the meaning of the Polish Civil Code.
V. COMPLAINT PROCEDURE AND WITHDRAWAL
- The Customer shall have a right to file a complaint concerning the operation of the Services. The complaint should include:
a) details enabling identification of the Customer,
b) date and time of the occurrence of an error in QUOTISS software,
c) a full description of an error in QUOTISS software, including indication where an error has occurred in QUOTISS software (e.g. in which module),
d) and necessary comments concerning an inadequate quality of Services.
- The complaint shall be sent at the e-mail address or at the address of the registered office of QUOTISS as stated at the beginning of these Terms of Service. QUOTISS has the right to ask the Customer to send via email to QUOTISS a print screen or a specific computer file that represents an error.
- QUOTISS shall take a stance towards the complaint within 14 (fourteen) days from the receipt of such complaint on condition that the complaint includes all necessary information as described in section (V)(1) thereof. The Customer shall receive a response at the address, from which the complaint has been sent, or at the address stated in the complaint notification form.
VI. AMENDMENT TO THE TERMS OF SERVICE
- QUOTISS may amend these Terms of Service due to material reasons, whether legal or technical or extend the scope of Services.
- The Customers shall be notified of any change to these Terms of Service by an e-mail sent to the Customer’s email address provided by the Customer when the Account has been created or another email address notified by the Customer to QUOTISS at a later time during the term of the Agreement, 14 (fourteen) days before the new Terms of Service come into effect, and by a message, which shall be displayed on the homepage of QUOTISS software 14 (fourteen) days before they come into effect.
- The Customer shall accept or refuse to accept new provisions of the Terms of Service. Lack of acceptance of the amended Terms of Service and further use of the QUOTISS software and Services by the Customer after a new version of Terms of Service comes into effect shall mean the Customer’s full acceptance of the amended Terms of Service. In case the Customer does not agree to amendments to Terms of Service the Customer should immediately notify QUOTISS about this fact via email.
VII. FINAL PROVISIONS
- To any matters not specified in these Terms of Service or in the Agreement, relevant provisions of Polish law shall apply, excluding Polish’s conflict of laws rules. The Agreements shall be concluded in the English language.
- The Customer is obliged, before filing a claim against QUOTISS, to try to resolve the dispute informally by contacting QUOTISS via email (the Customer’s email shall specify his or her claims in detail). If a dispute is not resolved within 60 days of submission of the email, the Customer is entitled to start formal, legal proceedings. Any legal dispute between the Customer and QUOTISS, shall be settled exclusively by the competent common courts having local jurisdiction over the registered office of QUOTISS (at present: common courts of Warsaw, Poland).
- Subject to section (I)(3) thereof, these Terms of Service along with the Agreement constitute the entire agreement between the Customer and QUOTISS with respect to the subject matter of these Terms of Service and the Agreement, and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of these Terms of Service and the Agreement.
- QUOTISS may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
- Unenforceable provisions shall be modified to reflect the Parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of these Terms of Service will remain in full effect.
- QUOTISS is authorized to place in his advertising materials, including those available on the Internet (e.g. at QUOTISS website) the Customer’s logo or trademark in connection with the information on providing the Services to the Customer.
- The Customer agrees to receive from QUOTISS, via QUOTISS software, email or similar means of individual communication over distance, commercial information regarding QUOTISS software.