Date of publishing this version of these Terms of Service: [10.02.2018].
Effective date: [12.02.2018].
TERMS OF SERVICE
QUOTISS spółka z ograniczoną odpowiedzialnością(limited liability company incorporated under the laws of the Republic of Poland), 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 450.000 PLN fully paid, e-mail firstname.lastname@example.org (“QUOTISS”) is the service provider of the web-based platform quotiss.com in SaaS (Software-as-a-Service) model, including QUOTISS Software.
QUOTISS provides the Service within the meaning of these Terms of Service particularly in cooperation with QUOTISS INC., U.S. Delaware company.
- “Account”– an individual account in the QUOTISS web-based platform quotiss.com, created by the Customer during the process of registration at the platform for the use of the Service. The Account is necessary to use the Service to the extent specified in the Pricing Offer.
- “Service” – an access to QUOTISS Software with tools for managing pricing and quoting process for container shipping industry. The detailed scope of the Service available to the Customer is provided in the Pricing The Service is a business-to-business service only.
- “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
- has accepted these Terms of Service during the process of creating the Account, and
- has created successfully the Account.
- “QUOTISS Software”– a computer program available at the web-based platform quotiss.com in Saas model, being a property of QUOTISS and through which QUOTISS provides the Service.
- “Parties”– QUOTISS and the Customer;
- “Pricing Offer”– a current pricing offer of QUOTISS available at the page Pricing Offer. The Pricing Offer involves different payment plans (“Payment Plans” and singularly as “Payment Plan”) based on the number of QUOTISS Software users on the Customer side. All fees in the Pricing Offer are exclusive of taxes.
- Terms of Service– these Terms of Service provided by QUOTISS available at the website quotiss.com. Upon the Customer’s acceptance, these Terms of Service constitute a legal agreement between the Customer and QUOTISS.
I. GENERAL PROVISIONS
- These Terms of Service regulate the terms and conditions of providing the Service by QUOTISS for Customers, as well as the rights and obligations of the Customers. Using the Service requires acceptance of the Terms of Service by the Customer. If the Customer has not read the Terms of Service or refuses to accept them, he/she may not create the Account as well as use the Service.
- QUOTISS provides these Terms of Service to the Customer free of charge, in a way which enables obtaining (downloading), copying and recording the content of the Terms of Service by the Customer on their own data storage devices.
- The Customer may not assign any of his or her rights or obligations under these Terms of Service 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.
- The Parties agree that the main way of communication shall be via electronic means unless these Terms of Service 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 using the Service by the Customer and for necessary period after the said term to conduct activities on the Customer’s data uploaded to QUOTISS Software (including but not limited to the Customer’s contact details, content, files, documents, texts, calculations, messages, graphics, logos), hereinafter called “Content”, necessary to provide the Service, including but not limited to using, hosting or publishing and sharing the Content with third parties (on the Customer’s demand). This permission extends to QUOTISS’ affiliates and trusted third parties with whom QUOTISS cooperates (sublicenses).
- QUOTISS declares that using of the Service may be related to a typical, commonly known risk accompanying the use of IT equipment and the Internet. Because of that QUOTISS recommends that the Customer undertakes such measures as anti-virus software or firewall that increase security and minimize such a risk.
II. GENERAL RULES OF USING THE SERVICE
- In order to enjoy the Service, the Customer must create and use the Account. The Account is created after filling the registration form by the Customer and his/her acceptance of these Terms of Service. The Customer shall be obliged to fill the registration form with accurate data, otherwise, the Service shall not be rendered. The Customer may create only one Account. The Account and its sub-accounts shall be non-transferable.
- . Detailed rules regarding the operation of QUOTISS Software will be available on relevant subpages of quotiss.com. The provisions of these Terms of Service regarding the Account shall be applied accordingly to the said sub-accounts.
- The Customer declares that using QUOTISS Software he/ she shall proceed in accordance with the intended use of QUOTISS Software, 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 Service or QUOTISS or belonging to QUOTISS, as well as materials provided at 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.
- At the Customer’s request and in return for an additional fee, QUOTISS may convert files provided by the Customer in Microsoft Word/ Excel or PDF formats, which contain the Customer’s data, into QUOTISS Software format. The fee will be agreed by the Parties in an email correspondence or in the absence of such agreements, will be calculated according to the Pricing Offer. QUOTISS will act with due diligence and is responsible for non-performance or improper performance of the conversion subject to provisions 1-12, paragraph IV (LIABILITY) of these Terms of Service.
III. DETAILED RULES OF USING THE SERVICE
- The Customer individually determines the scope of the Service by choosing one of the Payment Plans available in the Pricing Offer which is right for the Customer.
- The Customer may pay for the Service using PayPal (in most countries) or a credit card. If the Customer chooses to pay fees with a credit card, he/ she agrees to pay them in the form of a recurring payment, under which fees are deducted automatically basing on the Payment Plan the Customer has selected. If the recurring payment is unsuccessful, it is assumed that the Service is terminated by the Customer. QUOTISS is not responsible for any fees charged by payment service providers.
- QUOTISS has the right to change the fees for the Service at any time by publishing a new Pricing Offer at the website quotiss.com.
- Within the term (“Free Trial Period”). indicated in the Pricing Offer (with regard to the relevant Payment Plan) or indicated clearly by QUOTISS in the registration form, QUOTISS shall not charge the Customer with any payment for using a free trial version of the Service (which may have limited extent). After the end of the Free Trial Period, if the Customer wants to continue using the Service, the Service will be provided against payment according to the Pricing Offer. In case of non-payment, QUOTISS may permanently disable the Account.
- The Customer may transform the free trial version of the Service to a paid version of the Service at any time during the Free Trial Period.
- The Customer may change selected Payment Plan to the more advanced pricing option (with higher monthly payment according to the Pricing Offer) at any time.
- The Customer using the Service against payment may stop using the Service at any time without providing reasons, by sending such request to QUOTISS or by reporting his/her Account for cancellation. In such a case, QUOTISS shall have a right to keep remuneration for the whole paid period determined in the Payment Plan selected by the Customer.
- The Customer is responsible for all applicable taxes and QUOTISS will charge tax when required to do so, especially value-added tax (VAT). The Customer will pay QUOTISS any applicable withholding taxes. At QUOTISS request, the Customer is obliged to provide QUOTISS with the VAT registration number.
- 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.
- Upon the Customer’s request and in return for agreed additional remuneration, QUOTISS may provide technical and software assistance to the Customer. 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.
- The Customer is responsible for keeping his/her QUOTISS Software login credentials confidential.
- QUOTISS reserves the right to refuse to create the Account for the Customer for any or no reason as long as it is not an unlawful decision.
- QUOTISS is entitled (without notice and with immediate effect) to terminate the agreement concluded with the Customer on the basis of these Terms of Service or suspend the Service if:
a) the Customer is in material breach of these Terms of Service, or
b) the Customer is using the Service, including QUOTISS Software, 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 the Pricing Offer for more than 30 days, without the need for the additional prior request to pay the applicable fee.
In the above cases, QUOTISS shall have the right to keep remuneration for the whole paid period determined in the Payment Plan selected by the Customer (all fees are non-refundable).
- QUOTISS will not interfere with the Content uploaded and updated by the Customer and with the management of the Account and sub-accounts subject to paragraph III.12.
- The Customer shall bear the exclusive liability for the operations resulting from his/her Account and sub-accounts. 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 or sub-accounts. 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.
- The Customer is fully responsible for any activity of his/her Account or sub-accounts users.
- 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;
b) disclosure to any third person by the Customer his/her QUOTISS Software login credentials, including passwords for his/her Account or sub-accounts;
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) force majeure;
- 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 paragraph. 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 agreement concluded with the Customer on the basis of these Terms of Service, 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 the last monthly payment the Customer has paid to QUOTISS if the payment is less than $1.000.
- The Customer is obliged to pay in due time all fees for the use of the Service according to the Payment Plan he/ she has chosen. QUOTISS reserves the right to suspend the provision of Service if the Customer is in default with payment of any fee provided for in these Terms of Service or in the Pricing Offer. 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 in Poland 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 these Terms of Service.
- QUOTISS does not guarantee any minimum response times or delivery times in connection with the performance of the Service.
- 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 Service in violation of these Terms of Service or the Pricing Offer.
- QUOTISS shall not be liable for non-performance or improper performance of the Service 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).
- QUOTISS shall not be liable under a warranty for defects (“rękojmia za wady”) in the meaning of the Polish Civil Code.
- QUOTISS reserves the right to remove or delete the Content or suspend access to the Service or its part, with or without notice, at QUOTISS sole discretion and subject to mandatory provisions of law, if QUOTISS receives any information or have reasonable suspicion that the Customer’s activity or the Content violates any provision of the law, these Terms of Service, third party’s rights or is otherwise objectionable. In the said situations QUOTISS is not liable for the consequences of the action taken.
V. COMPLAINT PROCEDURE AND WITHDRAWAL
- The Customer shall have a right to file a complaint concerning the operation of the Service. The complaint should include:
a) details enabling identification of the Customer, e.g. Account name,
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 the Service.
- 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 paragraph 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 or limit the scope of the Service.
- The Customers 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, 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 Service, including QUOTISS Software 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, relevant provisions of Polish law shall apply, excluding Polish’s conflict of laws rules.
- 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).
- QUOTISS may transfer its rights or obligations to any of its affiliates or subsidiaries, or to any successor or any third party.
- 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 Service 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 the Service, including QUOTISS software and other QUOTISS’ products and services.