Terms of Services

Terms of Services

Last update: MONTH 11, 2023

Terms of Services set out below (hereinafter the “Terms” or “Agreement”) are a legal agreement between any client of the Services (as defined below) (hereinafter referred to as “Client”, or “you” and other second-person pronouns) and AGILIWAY POLAND SP. Z O.O., a limited liability company incorporated under the laws of the Republic of Poland, registered by the District Court for Kraków-Śródmieście in Kraków, XI-th Commercial Division of the National Court Register, KRS (registry number): 0000957481, NIP (tax-ID number): 6772474988, VAT-EU: PL 6772474988, with registered office at 6 Bydgoska str., Kraków, 30-056, Poland, e-mail: info@agiliway.pl, phone number: +48 733-117-708, (hereinafter referred to as “we”, “us”, “our” and other first-person pronouns), together referred to as “Parties” and each separately as a “Party”.

Contents

1. Definitions
2. Acceptance of the terms
3. Modification of the terms
4. Services
5. Payment
6. Integration of third-party applications
7. Backups
8. Data management & personal data protection
9. Your obligations
10. Disclaimer
11. Liability
12. Indemnification
13. Force majeure
14. Suspension, termination and renewal of services provision
15. Term
16. Miscellaneous
17. Contact information, complaints

1.DEFINITIONS
    • Account – a data set containing information, access to which can be received only using particular CiviCRM credentials.
    • Billing cycle – a calendar month or other period (as specified on the Website for the specific scope (package) of Services provision or agreed by the Parties additionally in a separate agreement) of Services provision.
    • CiviCRM – a web-based open-source software for relationship management built by a community of contributors and supporters and coordinated by the Core Team (for more details, please follow the link https://civicrm.org).
    • CiviCRM credentials – login and password allowing you to enter CiviCRM account.
    • Client – a natural person or a legal entity that meets the conditions set out in these Terms and that accepted these Terms as prescribed herein.
    • Services – services set out in these Terms which we provide to you pursuant to the Agreement you concluded with us.
    • Website – a website available under https://mycivicrm.com.
    • Your user – user to whom you provided access to CiviCRM.
2.ACCEPTANCE OF THE TERMS
    • Our Services are primarily aimed at organisations (in particular NGOs) and companies that use CiviCRM within their NGO or business activities. Our Services are not intended for consumers or sole traders covered by consumer protection under applicable law. If you are a consumer or a sole trader covered by consumer protection under applicable law, do not use our Services and do not enter into an Agreement with us.
    • By using Services (in case of free trial period) or by paying for Services (in case a fee is required) you indicate your acceptance of these Terms, agree to abide by the Terms and become a party to these Terms. Thus, we recommend that you read the Terms thoroughly before starting to use Services (if no fee is required) and/or paying for Services (if a fee is required). You are deemed to be acquainted with the Terms from the moment you start using Services (if no fee is required), or pay for Services (if a fee is required).
    • If you would like to receive Services in the “Custom” scope (package), we shall conclude a separate agreement with you. In this case the Terms shall apply to such relations from the moment of the separate agreement conclusion. In case of any discrepancies between these Terms and the separate agreement, the separate agreement shall prevail and be applied.
    • If you are a legal entity (e.g. an association, a foundation, or a company) – you guarantee that a person making the decision and/or giving order to enter into the Agreement, and/or performing any other acts is legally entitled and has enough powers to do this.
3.MODIFICATION OF THE TERMS

3.1.   We reserve the right to change, amend, modify, or replace (hereinafter – change) any part of these Terms at our own discretion at any time. We will give you reasonable prior notice of such change (not less than 7 days before the date of entry into force of such change).

3.2.  The changed Terms will be available on the Website. We will also send you via e-mail the notification about the change of the Terms. The changed Terms are valid and binding on you, unless you stop using Services (termination) before the change comes into force, pursuant to p. 3.3 below.

    • If you do not agree with the changed Terms – you shall stop using Services (if no fee is required) or – if a fee is required – stop using Services and stop paying for Services after changes have become valid (have entered into force). In case you decided to stop using Services within the paid billing cycle – fee for Services during such paid billing cycle will not be returned to you or compensated in full or partially, although in such case the changed Terms are not binding on you and the hitherto, unchanged Terms are applicable to you until the end of the paid billing cycle (the Agreement will be terminated and cease to exist at the end of the paid billing cycle).
    • Using Services after changed Terms have entered into force, shall constitute your acknowledgment and acceptance of the changed Terms.
4.SERVICES
    • We provide web hosting Services, as well as Services of CiviCRM deployment on a server, CiviCRM updating when necessary (at our discretion or under the agreement between you and us).
    • While reasonable precautions are taken to ensure updates and upgrades, they may change how CiviCRM works or cause Services interruptions.
    • The scope of Services that can be provided (packages) is described under the following link: https://mycivicrm.com/packages/.
    • As a general rule, you confirm the chosen scope (package) by paying for it. In case you would like to receive Services in the scope (package) “Custom” – we and you shall conclude an additional agreement for this. But in case you would like to try our Services as prescribed herein – you shall register on our Website and submit a corresponding form available on the Website.
    • In case you have chosen one scope (package) of Services, but would like to change it, you can contact us or do this in your account by clicking subscription managing button or corresponding button on packages page. Please pay attention to the payment terms in case of change of the scope (package) in Section 5 hereof.
    • If you have used all the space provided under the specific scope (package) of Services, you can enlarge it by choosing another scope (package) of Services that corresponds to your request. Please see p.4.5. above. Otherwise, you will be able to use Services and CiviCRM only within limits allowed by the scope (package) of Services you have paid for.
    • Date when we received payment for the changed scope (package) is the date when we start to provide Services in a new scope.
    • In order to provide Services duly, we may request some information from you, which you are obliged to provide for this reason. You are obliged to provide truthful, up-to-date data.
    • We can provide you with our domain name (@mycivicrm.com) for using our Services and CiviCRM, or you can choose another domain name in case it is prescribed for the scope (package) of Services you have chosen. If you would like to have several domain names, we will have to deploy CiviCRM for different domain names, and to provide Services under different domain names separately. Therefore, it will be separate units of Services that have to be paid independently.
    • We reserve the right to involve third parties into Services provision without your prior written consent and approval, subject to the terms and conditions relating to the processing of personal data (Appendix 1).
    • We are entitled not to provide Services or terminate Services provision in case no required fee for Services is received by us, or we received fee not in full, or in case there is any debt for Services provision on your side.
    • You can terminate receiving Services at any moment. You can do this in your account using corresponding functional or by e-mailing us. Please pay attention to the payment terms in case of such termination in Section 5 hereof.
    • Services are provided during the validity of the Agreement between you and us.
    • We are entitled to provide Services on special conditions (special offers) if we provide any promotions. Information about such promotions shall be posted on the Website.
    • Terms of Services provision may be additionally agreed between you and us in a separate agreement.
    • We provide hosting services using services of the Constant Company, LLC, and its affiliates (for more information please see their website https://aws.amazon.com/; please be informed that we specify the name of the hosting provider for informational purposes only, the hosting provider is an independent business entity that we use to provide our own services).
5.PAYMENT

• Services are provided for a fee and on a monthly basis, unless otherwise specified herein or on the Website, or agreed by the Parties additionally. Nevertheless, there is (are) an option(s) to try our Services (only within the scope (package) “Trial”) for free for acquainting purpose:

  • until 09 September 2023 (extended trial period), but we reserve the right to terminate such Trial period at any time at our own discretion with at least 30 calendar days’ notice to you via e-mail without bearing any possible liability for termination;
  • during 14 calendar days after acceptance of Terms for the first time (normal Trial period) – for every client who accepts Terms for the first time after termination of the extended trial period or who accepts Terms for the first time less than 14 calendar days before termination of the extended Trial period.

This is promotion/advertising in the meaning of applicable law and is used by us to increase loyalty and attract new Clients.

After expiration or termination of the extended Trial period and after expiration of the normal Trial period, you can receive Services after paying for them on the terms prescribed herein.

    • Prices for our Services depend on the particular scope of Services (package) to be provided and are stipulated under the following link: https://mycivicrm.com/packages/.
    • We reserve the right to change the prices for Services provision at any moment at our discretion. We will inform you about change of the prices via e-mail using your e-mail address you specified in your account. We will give you reasonable prior notice of such change before the date of entry into force of such change. The changed prices come into force from the moment of their publishing on the Website, unless other moment is specified on the Website additionally or prescribed herein. The changed price applies to you from the next billing cycle. In case you do not agree with a changed price, you can terminate the Agreement by not paying for the next billing cycle or by notifying us about your termination via e-mail at least three working days before the end of the current billing cycle. If we do not receive such notification, and you pay for the next billing cycle under the new price – you are considered to accept the new price in full.
    • As a general rule, you shall pay for our Services before the beginning of the billing cycle, i.e., you shall pay for Services before their receiving.  There is an option to set up an automatic debiting of funds for the provision of services. In this case funds will be debited automatically until you disable this option in your Account. If Services are provided in the scope (package) “Custom” – terms of payment shall be agreed between us and you in a separate agreement.
    • If you would like to change the current package to a more expensive one, there are no upgrade charges, you only pay for a difference to the more expensive package. In case you decide to upgrade the package not from the beginning of a new billing cycle (i.e., not from the next full month), the difference is still calculated as for the whole month, we do not prorate the monthly fee in this case. If you would like to change the current package to less expensive not from the beginning of a new billing cycle (i.e., not from the next full month), no refund will be given, we do not prorate the monthly fee in this case.
    • You shall pay by transferring money to our bank account either online on our Website, or in another cashless way (we will issue the invoice indicating your data as the purchaser).
    • By using our Services and accepting these Terms, you accept receiving electronic invoices. We will send you electronic invoices to your e-mail address assigned to your Account.
    • If you terminate receiving Services, no paid fee shall be returned.
6.INTEGRATION OF THIRD-PARTY APPLICATIONS
    • Third-party applications may be integrated with CiviCRM. Considering that we do not own CiviCRM, or any third-party application integrated with it, we are not and cannot be liable for any actions or inactivity of CiviCRM and third-party applications concerning your data. You are responsible for reading and understanding their terms of use before using CiviCRM and our Services.

7.BACKUPS
    • Backups are done on a daily basis. This includes the files and the databases required by CiviCRM. A minimum of 30 days of backups are kept.
    • If you do not pay for the next billing cycle, backups are kept for 30 days. After that they are deleted and cannot be renewed.
8.DATA MANAGEMENT & PERSONAL DATA PROTECTION
    • Your data is stored on the server. It will not be mixed with data of other clients.
    • We attest that we do not have access to your CiviCRM credentials you and your users use to access to the account, do not hold or share them with third parties. If a third party has obtained credentials to the account, it might be only due to your/your user’s own careless practices or breach of security on your/your user’s electronic devices.
    • To the extent that the Services, including in particular hosting, involve the processing of personal data of which you are – under the EU General Data Protection Regulation – a controller or a processor, the provisions of Appendix 1 (personal data processing terms), shall apply.
    • For more information about our Privacy Policy, please contact us civicrm@my-dev.org.
9.YOUR OBLIGATIONS
    • You shall comply with the following while using our Services:
      • not to violate any laws or regulations;
      • not to infringe, violate, or misappropriate other people’s intellectual property or any other rights;
      • not to violate the security or integrity of the Services and/or CiviCRM;
      • use Services and/or CiviCRM only for its intended purpose;
      • keep your login, password, other credentials for access to the Services and/or CiviCRM confidential and protect against access by any persons not authorized by you. Hereby, you agree and confirm that all actions performed using your login, password and/or other credentials are considered to have been performed by you or your duly authorized representatives. You shall not have the right to refer to the performance of actions on your behalf by persons not authorized to do so as a basis for avoiding responsibility for the result of such actions and/or in the resolution of disputed situations, except for cases where before the performance of such actions you notified us in writing (including via e-mail) about the loss of the password and/or other credentials.
      • not to provide or transmit any unlawful content, in particular data that may or will violate any rights of any person, including information related to violence of any kind or any other illegal content;
      • not to use Services and/or CiviCRM for spamming;
      • not to use Services and/or CiviCRM for any other illegal activity (activities);
      • comply with any other Policies referred to in these Terms and/or published on the Website;
      • make sure that all your users abide by this Agreement.
    • You shall comply with any other obligations prescribed herein.
    • You should enter, use, share, update data in accordance with all terms, policies and practices, non-disclosure and data protection agreements, legislation, national policies applied to you. You bear full responsibility for this. You bear responsibility for data misuse including its corruption, erasure, sharing with unauthorized recipients, or other changes that cause complete or partial data loss or unavailability to undo the changes you have made.
    • In addition, you bear responsibility for actions and omissions of your users.
10.DISCLAIMER
    • All services, information, materials, etc. are provided «as is» and «as available» for your use, without warranties of any kind, either expressed or implied, including any implied warranties regarding the operation and functionality of Services and CiviCRM, optimal work of Services and CiviCRM on various electronic devices, fitness of Services and CiviCRM for your particular purpose, merchantability, non-infringement, its uninterrupted, timely, error-free performance. In addition, we do not warrant that defects will be corrected or that Services, CiviCRM, any other services, information, materials, etc. are free of viruses or other harmful components.
    • We do not and shall not verify the identity of any person logging in to CiviCRM. Therefore, we are not liable for any other person using your/your users’ CiviCRM credentials.
11.LIABILITY

11.1. For breach of the Terms Parties bear liability according to applicable legislation as defined in p. 16.1. hereof and to the terms hereof.

11.2. In no event shall we or our employees, contractors, agents, service providers, etc. be liable for direct or indirect, material, financial, moral, consequential, punitive or any other damages, including, but not limited to property damage, moral, economic damage, loss of profits, data, goodwill, any other losses, etc. caused by or related to your/your users’ use or inability to use, or misuse of Services and/or CiviCRM, and/or third party application, and/or any other software, and/or services, and/or websites, and/or facilities, and/or applications, and/or information, and/or content etc., or unauthorized use of Services and/or anything of mentioned above by third parties, or authorized or unauthorized use of your/your users’ CiviCRM credentials by third parties. Such limitation of liability concerns any and all liability, regardless of whether based in contract, tort (including negligence) or otherwise. If applicable law does not allow such limitation of liability, it will apply to the biggest extent permitted by the applicable law. In no event shall our total liability to you for any and all damages and/or losses exceed the amount of fifty euros.

12.INDEMNIFICATION

• You will defend and indemnify us against any third-party claim against us arising from your/your users’ use of Services and/or CiviCRM. Particularly, you undertake to resolve any disputes and settle any claims and/or lawsuits of third parties regarding your use of Services and/or CiviCRM (e.g., concerning posted/sent/received information etc.) on your own and at your own expense, and to compensate us for losses (including legal costs) and expenses in case any are incurred by us due to such disputes and/or claims, and/or lawsuits.

13.FORCE MAJEURE

13.1. Notwithstanding anything to the contrary contained herein, neither Party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control (including, without limitation, acts of God, terrorist acts, war, combat operations, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties, civil unrest, pandemic, epidemic, quarantine, acts or actions of state or local authorities, cyber-attack or its threat etc.) that affected such delays or failures.

14.SUSPENSION, TERMINATION AND RENEWAL OF SERVICES PROVISION
    • In case you do not pay for the next billing cycle of Services provision before the beginning of the next billing cycle – we suspend Services provision to you for one month. If you do not pay within one month – we terminate Services provision to you unilaterally. We do not have to provide you with any special notification on suspension or termination of Services in any case prescribed in this paragraph.
    • If we suspend Services provision to you according to p. 14.1. hereof, it can be renewed if you pay for provision of Services within the month in which provision of Services is suspended.
    • If we terminate Services provision to you according to p. 14.1. hereof, it can be renewed if you accept these Terms again, particularly, by paying fee or otherwise as prescribed herein or agreed between us and you additionally. In case new acceptance of Terms takes place after expiration of a 30-days period after provision of Services was terminated, CiviCRM will be again deployed for you (as your data will be deleted according to p. 7.2. hereof).
    • We can unilaterally terminate Services provision to you in case you/your users’ violate(s) this Agreement, any other applicable policy and/or document related to our Services and/or CiviCRM referred to in these Terms and/or in the Agreement.
    • You can suspend or terminate Services on terms and conditions stipulated herein.
15.TERM

15.1. This Agreement is effective and valid until terminated by us, with or without cause, at our sole discretion at any time, unless otherwise prescribed herein. In case you terminate receiving of Services or we terminate provision of Services as prescribed herein, the Agreement between you and us is terminated on terms and conditions as prescribed herein.

16.MISCELLANEOUS
    • The governing law of the Terms shall be the law of the country where we are incorporated (Republic of Poland).
    • The Parties shall attempt to resolve any dispute through negotiations. If the matter is not resolved by negotiation within 30 days, either Party may apply to the general court having jurisdiction over our registered office.
    • In case any intellectual property is created because of or related to these Terms, no intellectual property rights to such intellectual property are transferred to you.
    • If any provision of the Terms is determined to be void or unenforceable, such provision will be more narrowly construed so that it becomes legal and enforceable, and the remainder of the provisions shall not be affected and shall remain valid and enforceable.
    • We shall not be liable for delay in fulfilment or failure to fulfil our obligations in case such delay or failure is due to an impediment beyond our control.
    • By agreeing to these Terms, you agree and confirm that:
      • you provide your correct, accurate data, particularly, when identifying you as a party to the Terms, paying for Services, performing any other actions when identification is required;
      • you accept these terms voluntarily; you have thoroughly read the Terms before accepting them and fully understand them;
      • you have all the rights and authority to conclude the Agreement.
    • Words used in plural apply also to singular and vice versa, unless the numeral used concerning such word indicates otherwise.
17.CONTACT INFORMATION, COMPLAINTS
    • In case you have any comments or questions concerning the Services – please forward them to info@agiliway.pl.
    • Any complaints regarding the Services should be addressed to us in writing to our registered office address or by e-mail to: info@agiliway.pl.
    • In your complaint you should indicate your contact details (at least your name and mail address or e-mail), the reason for your complaint and your request/claim.
    • We will respond to your complaint within 14 days of receipt.