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General Terms and Conditions of the Licence

  1. INTRODUCTION

    1. These licence terms and conditions constitute an agreement between Mycroft Solutions Sp. z o. o. (hereinafter referred to as the Manufacturer) and the Buyer. The provisions of these terms and conditions also apply to updates, supplements, Internet services and technical support services for this software provided by the Manufacturer unless the parties have agreed otherwise. In this case, the provisions of separate agreements apply.
    2. This agreement is concluded by accepting its terms and conditions, paying the licence fee and installing the software.
    3. Before installing the Software, the Buyer must read this document's content, as it constitutes a legally binding agreement, the subject of which is the granting of a licence to use the software. If you do not accept any of the provisions of this agreement, do not install, distribute or otherwise use the software in whole or in any part of it.

  2. OWNERSHIP

    1. The licence granted under the agreement is non-exclusive, non-transferable and valid worldwide. The Manufacturer reserves the right to rent, lease, lease, sublicence, or otherwise distribute and/or make the software available to third parties and the right to make changes, adaptations and translations or to make derivative products based on it.
    2. The Buyer may not transfer its rights to the licensed program under this agreement to third parties.

  3. DURATION OF VALIDITY

The licence is granted for a limited time - 12 months. The software is licensed by the Buyer after paying the licence fee and obtaining the key unless the parties have agreed otherwise.

  1. USE OF LICENSE

    1. The licence allows you to use the package for commercial purposes.
    2. The Manufacturer grants the Buyer a licence to install and use the software on computers and virtual machines in the number of paid subscriptions.
    3. The Manufacturer allows the Buyer to use the software by connecting to the Manufacturer's server using the access accounts made available to the Buyer in the number corresponding to the permitted number of simultaneous users indicated in the agreement on the basis of which the software was purchased.
    4. If the Buyer chooses the demo version of the software, the Manufacturer allows the Buyer to use the software for a maximum of 90 days free trial period from the date of installation for an unlimited number of users. After that period, the program should be uninstalled. Otherwise, the Buyer will breach this agreement.
    5. During the term of this agreement and two years after its termination, the Manufacturer or a third party authorised by it may audit the implementation of the provisions of this agreement. The audit may be conducted after prior written notification of its intention.

  2. COPYING

    1. The Buyer using the software is entitled to duplicate it only to the extent necessary for its installation and use on the permitted number of computers, on the terms and conditions set out below.
    2. If the Buyer has purchased and downloaded the software online, you may make one backup copy of that software on a disc or other medium and use it only to install it on your computer. You may also use this copy to reinstall the software on your licensed computer.

  3. COPYRIGHTS

The copyrights to the software remain the exclusive property of the Manufacturer or a third party specified in the program documentation at all times. The Buyer obtains a limited licence to use the software by concluding this agreement. The Buyer declares that he/she will not attempt to decompile, modify, translate or divide the whole or parts of the software into parts.

  1. CONFIDENTIALITY POLICY

    1. The Buyer represents that any information that may come into his/her possession due to a breach of these restrictions shall be automatically and irrevocably treated as confidential and solely owned by the software owner.
    2. The Buyer shall make every effort to adequately protect and secure all kinds of confidential information relating to the software, which is the property of the Manufacturer.
    3. The Buyer will not attempt to remove from the program any markings, notices or descriptions used to identify the software's origin, identification or ownership.

  2. GUARANTEE

    1. All guarantees provided by the Manufacturer apply only to the Buyer and may not be transferred to third parties.
    2. The Manufacturer guarantees that it has all the rights necessary to it as a party to the agreement and that, according to its knowledge and belief, the use of the licensed software in accordance with the permitted use in its licensed environment of use will not infringe any copyrights, trademarks, patents or commercial secrets of third parties.
    3. Unless otherwise stated in this agreement or the agreement on the basis of which the software was acquired, the Buyer agrees that both the licensed software and any services, if any, are provided without any written or implied guarantees as to their quality, compliance with specifications, reliability or functionality. The Buyer bears the entire risk related to the software's suitability, effectiveness or ineffectiveness. The Manufacturer makes no other written or implied guarantees, particularly regarding its trade value, name and suitability for specific applications.
    4. The software is guaranteed for the period for which the licence fee has been paid.
    5. During the guarantee period, the response time is 5 working days. The repair will be carried out within 10 business days from the date of the Manufacturer's reaction. Due to technological reasons, the repair time may be extended.
    6. The guarantee covers the functioning of the software in accordance with its documentation in terms of documented software functions and may be modified in this respect. The guarantee does not cover the quality of the results, which depends on the type of data held by the Buyer.
    7. The software guarantee does not cover the Manufacturer's obligation to install the software, train in the use of the software or implement the software.
    8. The purchase of additional workstations for using the software during the guarantee period does not extend the guarantee period. The program modification made during the guarantee period also does not extend it.
    9. The scope of the guarantee and the exercise of guarantee rights by the Buyer:
      1. the Buyer is obliged to specify the disclosed software errors in a letter sent to the Manufacturer's address and, if necessary, provide explanations necessary for their identification no later than within 7 days from the detection of the error. If this deadline is exceeded, the guarantee services will not be performed;
      2. the guarantee does not cover and does not oblige the Manufacturer to perform activities related to checking the correctness of records in the databases supported by the software, their correction or maintenance;
      3. The Manufacturer is not liable for guarantee or compensation for the consequences of using the software in the conditions of improper operation of the computer system caused by hardware defects or improper installation of the system, and in the event of improper use of the software, misinterpretation of results, or interference with the software or databases by unauthorised persons;
      4. in the event of asserting its guarantee rights, the Buyer is obliged to document the purchase of the software;
      5. The Buyer making claims against the Manufacturer for damages caused by proven software errors is entitled to a total compensation up to the amount paid by the Buyer for the Software. Liability for damage to the Buyer consisting in the loss of profits that could have been achieved if the damage had not been caused to him/her is excluded.

  3. PRINCIPLES OF LIABILITY

    1. The Buyer agrees that if the Manufacturer breaches the guarantee rules or other provisions of the agreement and the Manufacturer finds that the repair or other corrective actions are not possible for technical or economic reasons, the only compensation the Buyer may claim is the reimbursement of the licence fees paid by him/her.
    2. The Buyer agrees that in no event shall the Manufacturer's financial liability exceed the total amount of the license fees paid by the Buyer. The Manufacturer shall not be liable in any event for damages that may arise as a result of using the software or as a result of the inability to use the software, and also for any kind of incidental, incidental or indirect damages, including loss of profits or savings, loss of data or difficulties in doing business, even if the Manufacturer has been advised of the possibility of such damage. The licence does not allow the Buyer to automatically set off claims against the Manufacturer without the Manufacturer's consent.
    3. In the event of a breach by the Buyer of the provisions of these terms and conditions, the Buyer is obliged to pay the Manufacturer a contractual penalty of 30% of the annual licence fee. Notwithstanding the foregoing, the Manufacturer may claim compensation from the Buyer in the full amount of the damage suffered.

  4. PERSONAL DATA

    1. In order to provide services in accordance with the General Licence Terms, i.e. adding by the Buyer access to the software on a computer under the agreement and in accordance with the subscription selected by the Buyer, as well as the Buyer's ability to manage user profiles in the organisation, the Buyer entrusts the Manufacturer with the processing of information about users in the form of identification and contact data, in particular: name, surname and e-mail address. This information is hereinafter referred to as "Personal Data". The entrustment covers the following scope of processing activities that the Manufacturer is entitled to perform: collecting, recording, organising, arranging, storing, adapting or modifying, downloading, viewing, using, disclosing, adjusting or combining, deleting or destroying.
    2. The Manufacturer declares that it provides sufficient guarantees - in particular through expertise, experience, credibility and resources - implementation of technical and organisational measures - that the processing of Personal Data complies with the applicable provisions on the protection of personal data.
    3. The Manufacturer is obliged to:
      1. apply organisational and technical measures ensuring an adequate level of security of Personal Data prior to processing Personal Data and throughout the processing period;
      2. keep the documentation of personal data protection required by applicable regulations;
      3. cooperate, at any request, with any supervisory authority authorised to control compliance with the data protection provisions to the extent and in the manner specified by this authority;
      4. document any breaches of Personal Data protection;
      5. ensure that only persons authorised by the Manufacturer have access to Personal Data and that authorised persons undertake to keep the Personal Data confidential;
    4. The Manufacturer is obliged to immediately inform the Buyer via e-mail about:
      1. any proceedings or ruling relating to Personal Data;
      2. a breach of Personal Data protection identified by the Manufacturer or a threat of such a breach;
      3. announcements or initiation by the supervisory authority of an inspection or investigation regarding Personal Data.
    5. If possible, the Manufacturer shall support the Buyer to the necessary extent to fulfil the obligation to respond to the requests of the data subject, including providing information on the processing of his/her personal data and any other obligations resulting from the use of the rights by the data subject, in accordance with the applicable provisions of the law on the protection of personal data.
    6. The Buyer agrees that the Manufacturer may use the services of another processor, hereinafter referred to as the " Sub-processor ", in order to perform all or selected Personal Data processing activities on behalf of the Manufacturer.
    7. The Manufacturer is obliged to inform the Buyer in advance of any intended changes to the addition or replacement of Sub- Processors - in which case the Buyer is entitled to express his/her binding objection to such changes. Information about these changes should be sent via e-mail and include:
      1. name and surname/business name and contact details of the Sub-processor;
      2. specification of the Personal Data processing activities for the purpose of which the Manufacturer will use the services of the Sub-processor.
    8. The Manufacturer uses the following Sub-processor: Cyber_Folks SA based at ul. Franklina Roosevelta 22, 60-829 Poznań. The Buyer accepts the above entity as a Sub-processor.
    9. The Buyer has the right to control whether the measures used by the Manufacturer while processing and securing the entrusted personal data comply with the provisions of the agreement and the provisions on personal data. The Buyer must notify the Manufacturer about the intention to conduct an inspection at least 14 days in advance. The Manufacturer undertakes to remove the deficiencies found during the inspection within the period indicated by the Buyer, not shorter than 30 days. The conducted inspection may not lead to a breach of the Manufacturer's business secrecy.
    10. Personal data is entrusted to the Manufacturer for the duration of the agreement. After this time, the Manufacturer will delete Personal Data.

  5. FINAL PROVISIONS

    1. The Polish common courts having jurisdiction over the Manufacturer's seat are competent to hear the disputes arising from these terms and conditions.
    2. Failure by the Manufacturer to exercise any right or provision contained in these terms and conditions does not constitute a waiver of that right or provision.
    3. These licence conditions constitute the sole basis of the rights and obligations of the Parties in the scope covered by their subject matter.
    4. The provisions of the Civil Code and the Act on copyright and related rights shall apply in matters not covered by these licence terms.
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