Terms and Conditions
Last updated: October 2, 2020
With the use of SoftwareSupp platform and/or registration the user represents that he or she has read in detail the following terms and conditions with attachments here to as well as data protection policy, understands these documents, is fully aware of their legal character, consequences and undertakes to act in accordance with the principles set out below.
I. GENERAL PROVISIONS
- The following General Terms and Conditions shall apply exclusively to all goods and services provided in relation to SoftwareSupp platform (https://SoftwareSupp.com, “SoftwareSupp platform”) arising out of the contractual relationship between pickSaaS sp. z o.o. with its registered office in Wroclaw, Poland ("SoftwareSupp" or “Service provider”) with the address for service: ul. Powstancow Slaskich Street 129/6 (53–317 Wroclaw), entered into the registry of entrepreneurs of the National Court Registry under the KRS number 0000732460, with the registry files maintained by the District Court for Wroclaw – Fabryczna in Wroclaw, VI Commercial Division of the National Court Registry, with the share capital in the amount of 6.250,00 PLN, with the NIP number: (tax identification number) 8992845287 and REGON number: (statistical number) 380268047, email address: consulting@SoftwareSupp.com, and the users of SoftwareSupp platform (“Users”), which may be collectively referred to as "Parties" or solely as "Party".
- You must read, agree to, and accept all of the Terms and Conditions contained in this document in order to become User of the platform.
- This document indicates the frame Terms and Conditions for legal relationship between Parties.
- The main purpose of SoftwareSupp platform is to connect business entities (“Clients”) with professional software services ("Services") and expert freelancers (“Experts”) in a specific field of expertise in order to implement specific projects with due diligence (“Order”).
- The present Terms and Conditions and all attachments hereto, together with the Order Form executed by Parties as well as other documents constitute the Cooperation Agreement (“Agreement”) as the contract between SoftwareSupp and Users.
- Each Order constitutes a separate tripartite Agreement.
- The SoftwareSupp platform offers additional services which are specified in detail on the website (https://SoftwareSupp.com).
- SoftwareSupp reserves the right to amend this Terms and Conditions at any time with prior notification by posting the updated Terms and Conditions on the Website, providing notice on the Website or by sending the notice by email.
- SoftwareSupp will provide reasonable advance notice of any amendment that includes a substantial change by posting the updated Terms and Conditions on the Website, providing notice on the Website and by sending the notice by email.
[Essential principles of operation]
- SoftwareSupp platform is designed to provide professional software services, connect and enable Experts to perform services to Clients as specified in Order where SoftwareSupp acts as the coordinating party and intermediary between Users, and further enables Users to settle transactions as well as provides internal communication tools between Users.
- SoftwareSupp verifies and recruits experts in terms of their know-how, skills and experience based on the designed and planned process presented on the SoftwareSupp website. The purpose of the verification and recruitment process is to ensure the highest quality of services delivered to the customer.
- Internal communication tools become available once payment for a specific Order is transferred to the escrow bank account indicated by SoftwareSupp.
- All communications between Users related to the implementation of Order shall be carried out through internal system of communications provided by SoftwareSupp platform. Users can communicate outside of the communication system under no liability or penalty but in this case SoftwareSupp cannot guarantee the full deliverability of the services offered and cannot take responsibility for any damages resulting from the communication outside of the platform (e.g. password sharing). For projects where communication outside of the SoftwareSupp platform is required or convenient, key milestones and information should be communicated and recorded through the SoftwareSupp communication system.
- At customer’s request, SoftwareSupp may participate in the actual implementation of specific Order or communication between Users. In this case, a project manager may be delegated. The role of the project manager is to facilitate the contact between Users and ensure the smooth implementation of Order in the specified time frame.
- For the time period of the performed service, SoftwareSupp and the Expert agree to support issues, outages and fixes related to the performed Order, by providing access to the dedicated ticketing system with proper response/handling times:
- 1h response time
- 24h fix time
- in case the issue cannot be fixed within 24h time, SoftwareSupp will inform the Client about the estimated time to resolution and will attempt to resolve the issue as quickly as possible
- In the event of concluding Agreement, Client undertakes to pay the remuneration for the execution of Order and Expert undertakes to act with due diligence in order to implement Order.
- SoftwareSupp is the party coordinating the implementation of Order actings as the intermediary ensuring the possibility of using the SoftwareSupp platform and delivering know how necessary for successful project execution, including:
- Responses to tickets/queries;
- Project planning/scheduling;
- Expert materials and communication tools.
- The liability of SoftwareSupp for tax liabilities of Users is fully excluded.
- The scope of operation of SoftwareSupp platform is territorially unlimited.
- The subject matter of Order is unlimited in terms of its subject matter.
- Users declare that they bear full tax liability due to the cooperation between Parties. Users are committed to act in full compliance with the appropriate tax law system. In particular, SoftwareSupp acts as the provider of SoftwareSupp platform and is not responsible for the payment of income tax or other tax liabilities by the Client or Expert.
- SoftwareSupp operates in accordance with the provisions of Polish law and in its operation meets all tax obligations related to services and the commission fee charged.
- Once registered to the SoftwareSupp platform User acquires full access to its essential functionalities.
- In the case of a legal person or other entity of similar type, the registration may be conducted by an authorized person.
- Data provided during the registration process shall be constantly updated.
- As a consequence of successful registration, User profile is created in accordance with voluntarily provided data and information. User profile is available for the public as well as other Users.
- Users are fully responsible for the truthfulness and compliance with the factual and legal status of the data and information provided during registration. SoftwareSupp attempts to verify data provided by the users but SoftwareSupp is not responsible for the compliance with the actual state of the indicated descriptions provided by Users on SoftwareSupp platform.
- SoftwareSupp verifies knowledge, expertise and/or skills of Experts through its verification and recruitment process and has a right to instantly terminate the co-operation with the user providing fake or incomplete information.
- SoftwareSupp bears no liability for the payment capacity of Client.
- In order to implement Agreement, User agrees to make his or her personal data and image publicly available on SoftwareSupp platform free of charge.
- User who is a natural person possess the following rights related to the processing of personal data:
- the right to withdraw consent to the processing of personal data;
- the right to access personal data;
- the right to request the rectification of personal data,
- the right to request the deletion of personal data,
- the right to request the restriction of the processing of personal data.
- It is forbidden to possess more than one User profile by the same person.
[Fees and payment]
- Price for SoftwareSupp service is automatically included in the price of the Order presented to each Client for a particular Order.
- Users who have been connected with each other via SoftwareSupp platform cannot settle transactions outside of SoftwareSupp platform. Users who breached the above obligation shall be fully liable towards SoftwareSupp for damages and may be obliged to pay additional penalty fees including compensation to SoftwareSupp for the lost benefits.
- Payment for Order by Client shall be made to the escrow account indicated by SoftwareSupp and is always settled upfront i.e. takes place before the execution of Order commences.
- SoftwareSupp’s escrow account is managed by Stripe, Inc.
- Payment for Order by Client is a condition for conclusion of Agreement.
- Payment is accepted in various currencies including USD, EUR, CHF.
- Payment for the completed Order to Expert takes place after the acceptance of its correct completion by Client.
- In the event of refusal to accept the correct completion of Order by Client, Client must provide the exact reasons for the refusal. In this case, as a rule, payment to Expert is withheld until the dispute is resolved. The dispute resolution procedure takes place in the manner described in §5.
[Complaints & Disputes]
- Any User may submit a complaint regarding non-performance or improper performance of SoftwareSupp or improper performance of the Agreement.
- The complaint may be submitted to the e-mail address: consulting@SoftwareSupp.com or using the complaint form available on the SoftwareSupp platform.
- SoftwareSupp will make every effort to consider the complaint without delay.
- In the event of objections to the activities of the other Party to Agreement reported by either party, a dispute is initiated between Client and Expert via SoftwareSupp platform.
- In order to submit objections and initiate a dispute, Party must at least indicate the scope of the objections and indicate what he or she claims from the other Party.
- Within 7 days from the date of reporting the dispute, Party against whom the objections were raised has the right to take a written position regarding the dispute, in particular its scope and claims.
- SoftwareSupp, acting as a conciliator, will investigate the documentation provided and take a decision seeking an amicable settlement of the dispute between Parties.
- SoftwareSupp will make every effort to resolve the dispute between the parties within two weeks from submitting a dispute. In exceptional cases, where the dispute cannot be settled and/or requires additional explanation/documentation, this time limit may be extended to 30 days. from the date of submitting the dispute.
- In the exceptional situation, when Order has not yet been performed, Client may request SoftwareSupp to replace Expert or Experts. SoftwareSupp shall make the necessary efforts to present one replacement candidate that would match the needs of Client. In the situation where it turns out to be impossible to present the replacement candidate SoftwareSupp may refund Client taking into account the degree of advancement of the performed Order.
- SoftwareSupp bears no liability for the implementation and possible non-performance or improper performance of services provided to implement Order or other obligations specified in these Terms and Conditions by Users towards other Users and resulting from Agreement.
- Expert shall be liable towards the Client for non-performance or improper performance of the obligations resulting from the services provided to implement Order as well as for infringement of copyright or other rights of third parties.
- The total liability of Expert towards Client and his or her clients for any claims, damages, damages claims, costs or expenses related to the services provided to implement particular Order is limited for each Order up to the amount equal to the total remuneration of Expert for performance of separate Order.
- The limitation indicated in section 3 above does not apply only if in the final court judgment it is acknowledged that the damage was caused intentionally by Expert.
- Expert shall not be liable for damages or mistakes resulting from:
- incompliance of Client with the law;
- mistakes in internal procedures of Client or his/her clients transferred to Expert in order to be applied as part of performance of Order;
- mistakes in instructions and indications specified in Order;
- mistakes in functioning of IT systems or other devices provided to Client indispensable to provide the services;
- providing Expert by Client with incorrect information or inaccurate information or other incompleteness or inconsistency of data necessary to perform the given Order.
II. DETAILED TERMS AND CONDITIONS FOR EXPERT
- Expert declares to possess all the required authorizations, the necessary knowledge to perform the subject of Agreement as well as skills and experience necessary for the proper implementation of Order.
- Expert is fully responsible for the content and statements that are made while creating User profile and then with conclusion of Agreement.
- Expert undertakes to perform Agreement with due diligence, taking into account the professional nature of the services provided in order to implement Order.
- Expert is obliged to perform the services for the benefit of Client in accordance with the standards, methodology and specifications determined by Client, provided that these rights do not constitute management within the meaning of Article 22 § 1, § 11, § 12 of the Labor Code.
- Client undertakes to provide Expert with the specifications, instructions and standards required to perform Order.
- Experts are free to choose the methods and means by which they shall perform tasks assigned unless it is otherwise stipulated in Order.
- In the event that it is necessary to perform Order in additional time periods different from those specified in the Order, Expert shall immediately notify Client and Expert shall exercise due diligence to implement Order within the time period expected by Client. Costs of performing Services in additional time periods are settled on the basis of rates specified in Order with prior consent of Client and commission fees reserved accordingly for SoftwareSupp.
- Expert hereby accepts and represents that:
- He/she commits to comply fully with the provisions of this Terms and Conditions;
- He/she agrees and accepts the fact that this Terms and Conditions define not only the rights and obligations of Users towards Service provider, but also create directly the rights and obligations between Expert and Client including the liability of Expert towards Client for the quality and manner of performing the services under the particular Order, excluding liability of Service provider;
- He/she accepts to perform services in accordance with Orders and to fulfil the obligations resulting from Agreement in full compliance with the relevant provisions of national and international law in particular tax law.
- Client is responsible for compliance with factual circumstances and bears full liability for the content of the posted offer.
- Client undertakes to indicate in the posted offer all general and necessary specifications, instructions and standards required to perform the Order.
- Client is obliged amongst others to:
- provide Expert with source documents and other documents necessary for the proper and timely performance of the obligations specified in Agreement;
- pay the remuneration for implementation of Order;
- implement commitments resulting from this Agreement with due diligence;
- ongoing cooperation with Expert (including submission of binding explanations upon the requests of the Expert, granting access to IT systems) and to immediately inform the Expert about any risks and other problems occurring on the side of Client or the client of the Client, which may affect the work performed by the Expert in accordance with this Agreement;
- ongoing cooperation with SoftwareSupp in order to implement the Agreement.
- The Client is obliged to constantly provide to Experts all of the data necessary to perform the tasks assigned to them and, if necessary, to inform SoftwareSupp or manager dedicated by SoftwareSupp about the results of the work of Experts, i.e. about any threats resulting from deficiencies in skills of Experts, low performance of Experts, lack of due diligence on the side of Experts, deviations from the methodology, standards or specifications as well as about the lack of appropriate discipline among Experts.
- In the event of dissatisfaction (e.g. delay, errors, lack of due diligence) with the execution of Order by Expert during its implementation, Client should report this fact to SoftwareSupp or the appropriate project manager, if appointed. SoftwareSupp will make every effort to present the replacement candidate in accordance with §5 of these Terms and Conditions.
- Client hereby accepts and represents that:
- He/she commits to comply fully with the provisions of these Terms and Conditions;
- He/she agrees and accepts the fact that these Terms and Conditions define not only the rights and obligations of Users towards the Service provider, but also create directly the rights and obligations between Client and Expert.
- He/she accepts to fulfil the obligations resulting from Agreement in full compliance with the relevant provisions of national and international law.
IV. SUPPLEMENTARY PROVISIONS
[Protection of personnel]
- In external relations Experts are treated as personnel of SoftwareSupp.
- If a Client and Expert intend to enter into a direct legal relationship such as an employment contract, contract of mandate, cooperation agreement or other similar, outside of the Agreement and with omission of SoftwareSupp, Users are obliged to inform SoftwareSupp as appropriate fees may apply.
- Client undertakes that during the term of Order and within 12 months after its expiration for any reason, without the consent of Client, shall not employ or use services on the basis of any legal relationship, directly or indirectly of Experts who performed Order or Orders, or other members of personnel of SoftwareSupp participating in the provision of services to Client, without obtaining the written consent of Client.
- In the event of violation by Client of the restriction referred to in section 2 and 3 above, the Client shall pay to SoftwareSupp the additional fee in the amount of the value of the project related to settlement between the Client and Expert for each separate case of violation. SoftwareSupp is not obliged to prove a damage in order to claim additional fee.
[License to SoftwareSupp platform]
- SoftwareSupp grants Users access to SoftwareSupp platform functionalities.
- The territorially unlimited license is granted to Users upon registration.
- This license agreement does not entitle to grant sub-licenses.
- Expert undertakes to transfer to Client the author rights to all works as well as the author’s economic rights to works constituting independent parts of other works – created by Expert as a result of implementation of Order.
- Client acquires author’s economic rights to works created by Expert as a result of implementing Order, without any time or territorial restrictions, on the following fields of exploitation in all fields of exploitation known at the time of concluding Agreement, in particular:
- in relation to computer programs – in the following fields of exploitation:
- permanent or temporary multiplication of a computer program, in whole or in part, by any means and in any form, including to the extent that it is necessary to enter, display, use, transmit and store the computer program in order to multiply the program;
- translation, adaptation, layout change and any other changes in the computer program;
- dissemination, including lending for use or tenancy of a computer program or a copy thereof.
- in relation to other works – in the following fields of exploitation:
- recording in any form;
- multiplication (also through the Internet), including on any audiovisual carrier and in particular on a video carrier, a photosensitive tape, a magnetic tape and a computer disk, and all types of media intended for digital recording;
- borrowing, tenancy, lease of a work or exchanging carriers on which the work has been recorded, use on websites and in multimedia works;
- production of a specific copies of the work, including printing, reprographic, magnetic recording and digital technique;
- placing on the market (including the Internet), including repeated dissemination;
- (in whole and in fragments) through its television broadcast in national programs;
- and foreign TV and satellite stations;
- public distribution (also on the Internet);
- public performance, presentation, display, reproduction and broadcasting and re-issuing, as well as public sharing in such a way that everyone can have access to it in the place and time chosen;
- translating, adapting layout changes or any other changes, modifying, creating other works based on the work;
- broadcasting via wired or wireless video or audio via terrestrial station or via satellite;
- inserting into the computer's memory.
- in relation to computer programs – in the following fields of exploitation:
- Acquisition of author’s economic rights to works referred by these Terms and Conditions shall be each time on the date of payment of the remuneration due for implementation of Order on the basis of which such works were created. Until payment, Expert provides Client with the exclusive, unrestricted territorial license to use works created in the process of Order implementation. The license shall be granted for a definite period, until the date of payment to the Expert of the remuneration due for implementation of Order.
- Expert authorizes Client to perform for an unspecified period of time, on his or her behalf author’s moral rights to the works created in connection with implementation of Order.
- The obligations listed above shall be binding after Agreement is terminated.
- The remuneration determined under Agreement also includes remuneration for the transfer of author's economic right to work to the entirety of the works, derivative rights as well as their exploitation, including the transfer of rights in all separate fields of exploitation.
[Confidentiality, personal data]
- Parties mutually undertake not to disclose to third parties during the term of Agreement and within 5 years after it expires any information being of confidential nature, received from the other Party at the course of performance of Agreement ("Confidential Information"). The obligation indicated above applies to all Confidential Information, irrespective of the carrier, manner and form of the transfer of Confidential Information.
- By the "Confidential Information" Parties understand information, documents, data, materials, etc. obtained in any form (oral, written or electronic) in conjunction with the implementation of this Agreement, regarding each of the Parties, its partners, contracting parties, co-workers, clients, with the exception of the information referred to in section below. In particular, the Confidential Information shall include all information and documents of a technical, technological and commercial nature or related to the organization of the undertaking and all other information and documents having economic value that are not widely known. In addition, as the Confidential Information shall be perceived all information regarding:
- commercial transactions,
- undertaking of each Party, its finances or information regarding branches and related entities,
- scientific and research works, project works, technological works, investments, inventions (patents) and utility models related to the business activity carried out by each of Parties,
- legal and commercial issues related to each of the Party, data related to contracting parties of each Party and their number, preparation and negotiations aimed at concluding agreements, legal, technical and economic conditions specified in the agreements and commercial correspondence, procedural and administrative letters, court rulings, administrative and administrative court rulings,
- the wording (content) of any agreements concluded by each Party.
- As the Confidential Information shall not be perceived:
- information which, at the time of disclosure, was publicly known, without prejudice to the provisions of this Agreement by any Party,
- information in the possession of which Party has entered through a third party that is not bound by confidentiality obligation towards the other Party, provided that the information has been obtained without violating the provisions of Agreement by Party,
- information which was disclosed by any Party on the basis of a court decision or a decision of a competent public authority, in connection with any other ruling arising from legal provisions or pending proceedings, conducted by competent public authorities,
- information that has been disclosed by any Party, if such disclosure occurred with the prior written consent of the other Party,
- information relating to the fact of cooperation between Parties.
- The Confidential Information that has been disclosed remains the exclusive property of the disclosing Party and their disclosure to the other Party is not equal to granting any right to possess, distribute or exploit the Confidential Information beyond the limits set out in this Agreement.
- In the situation of doubts as to the loss of confidential nature of the information transferred, Party shall inquire of other Party about the confidentiality status of such information, however, lack of a reply within 7 days shall mean that the information has lost its confidential nature.
- SoftwareSupp, as the data controller, entrusts Clients with the processing of the personal data of Experts (hereinafter referred to as “Personal Data”) solely for the purpose of proper performance of Agreement.
- SoftwareSupp is obliged to process Personal Data in such manner to comply with the provisions of the 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) ("GDPR") and the Polish law concerning the protection of personal data, including all other applicable laws. SoftwareSupp declares that before commencement of processing Personal Data, it shall take technical and organizational measures to secure the personal data entrusted to it in accordance with the relevant provisions of law.
- Client shall perform only such operations on Personal Data which are aimed at the proper performance of Agreement. By processing Personal Data, Client undertakes to comply with the provisions on the protection of personal data and to apply legal measures required to protect this data.
[Duration of Agreement]
- Agreement is concluded for a definite period of time stipulated in particular Order.
- Users do not have the right to terminate Agreement unless exceptional, documented circumstances occurred such as force majeure, illness, sudden death of the close family member etc.
- Client does have the right to terminate Agreement unless exceptional, documented circumstances occurred such as force majeure.
- Parties shall not be liable for partial or complete non-performance or improper performance of obligations resulting from Agreement caused by force majeure.
- Force majeure it shall be understood as events unknown to Parties at the moment of concluding Agreement, occurring independently from the will of Parties, and on which Parties have no influence nor could have anticipated such events. The cases of force majeure include in particular: war, terrorist attacks, natural disasters, disasters, epidemics, strikes.
- The law applicable to Agreement including implantation of Order is the Polish law.
- Parties undertake to endeavor to settle any disputes amicably through negotiations.
- In particular, Users are firsty obliged to exhaust the procedure from § 5 (Complaints & Disputes).
- Any disputes related to the services provided through the SoftwareSupp platform including relation between Client and Expert, which cannot be resolved amicably, will be settled by the competent court for the registered office of SoftwareSupp.
- If any of the provisions of this Terms and Conditions is considered invalid by the final court decision, the remaining provisions shall remain in force. In place of the invalid provision, the provision corresponding to the intention of Parties will be applied.
- Attachments constitute the integral part of these Terms and Conditions.