Terms & Conditions
§1. General provisions
- These Terms & Conditions govern the purchase of software licenses and provision of services via the Veello online store at https://veello.com from Veello s.c. M. Bauman, K. Kuźmiński, Ł. Mańka, ul. Załęska 22D/3, 35-322 Rzeszów, Poland, VAT ID PL5170429549.
- The terms used herein shall have the following meaning:
- Customer – a natural person (having full legal capacity to act) or a legal person who has made or intends to make a purchase from the Veello online store. The Customer may be a consumer or an entrepreneur;
- Vendor – Veello s.c. M. Bauman, K. Kuźmiński, Ł. Mańka, ul. Załęska 22D/3, 35-322 Rzeszów, Poland, VAT ID PL5170429549;
- Consumer – within the meaning of the Civil Code Act of 23 April 1964 – a Customer who, as a natural person, uses the Store to perform a legal act not directly related to its business/professional activity. For the purpose of these Terms & Conditions, a Consumer can also be a one-man business owner who concludes non-professional contracts not related to his/her business;
- Store – the online store operated by the Vendor under the domain veello.com;
- License – a non-exclusive license to the Product granted under the terms and conditions specified herein;
- Product – the software licensed through the Store;
- Service – a service rendered by the Vendor to the Customer under the terms and conditions specified herein;
- Customer Dashboard – a separate, individual customer area, maintained as part of the Store, which can be accessed by the Customer after providing valid credentials;
- Terms & Conditions – this document, including all appendices thereto.
- The Store can be used to purchase licenses which entitle the Customer to use specific types of software described on the Store's website. The Store can also be used to procure Services from the Vendor under the terms and conditions specified herein and in the Store.
- A Customer may also contact the Vendor via post at the address specified in (2b) hereinbelow, or via e-mail at: email@example.com.
§2. Terms and conditions of electronic services
- In order to place an order in the Store, the Customer must comply with the following technical requirements:
- own a computer, laptop, or other device connected to the internet;
- have e-mail access;
- use a fully-updated browser;
- enable cookies storage in the browser.
- The online Store provides access to the following electronic services: the User Dashboard, Newsletter, the Order Form, and the Contact Form. No fees are charged by the Store for these services.
- These services are provided for an indefinite period of time. The Customer may cancel the services without providing a cause at any time and by sending an e-mail to that effect to the e-mail address of the Vendor or by using the appropriate feature of the User Dashboard. A Customer who is a Consumer may withdraw from the contract for any of the above services without providing a cause within 14 days of the service commencement date.
- Services other than those specified in (2) hereinabove are provided for a consideration.
- The vendor shall grant Licenses under the terms and conditions specified in Appendix 1 hereto.
- The Vendor renders its Services under the terms and conditions specified in §4 hereof.
- The Contract is concluded between the Vendor and the Customer.
- The Contract comprises these Terms & Conditions and the License for the Software selected by the Customer.
- All prices listed on the Store website are gross prices in EUR.
- Orders can be made from the Store website via the User Dashboard.
- To make a purchase, the Customer selects the Product or Service they wish to purchase in the Store, then puts the Product/Service in the shopping cart by clicking the “Add to cart” button. After selecting the Products and Services, the Customer proceeds to the payment tab, which also shows the order details. The details include, but are not limited to, the main features of the ordered Product or Service, and the total price inclusive of taxes.
- In order to make an order, the Customer must finalize it by clicking the button for the desired form of payment under the order summary.
- By clicking the payment confirmation button, the Customer declares that they are aware of their obligation to pay for the order upon its placement.
- The contract is concluded when the Customer confirms the order placement, i.e. clicks on the payment confirmation button.
- The date of payment shall mean the date on which the payment should be credited to the Vendor’s account.
- Before using the Form, the Customer must confirm that they have read and accepted these Terms & Conditions.
- After placing an order by the Customer, the Vendor sends an e-mail confirming that the order has been accepted for processing, together with the relevant details including: main features of the ordered Product, total price inclusive of taxes, and the Customer’s personal data provided in the order form.
- The Customer may ask for a VAT invoice via e-mail, to which the Customer hereby consents.
- The contract is recorded, secured and made available by:
- making these Terms & Conditions available on the Store website;
- keeping the contract in the Store’s IT system.
- The Vendor reserves the right to refuse to process an order under the sales contract if the Customer's data is false.
§4. Supply of services by the Vendor
- The Costumer is entitled to receive technical support from the Vendor throughout a period of 6 months from the date of purchasing the license. Technical support may include assistance with installing and using the product.
- Such technical support may be provided for a maximum of 2 working hours on the part of the Vendor.
- The Vendor may render Services to the Customer under the terms and conditions specified in the Service tabs and herein.
- The principal terms of Service are as follows:
- The Service procurement procedure is the same as the Product purchase procedure specified in §3 hereinabove,
- Each Service has a sub-page which provides the full specification of that Service. For non-listed or modified Services, the Parties shall conclude a separate contract for additional service,
- The Service price listed in the Service specification is not a flat rate payment. The consideration is provided for a given number of the Vendor's working hours. If the number is exceeded, the additional hours will be billed additionally in accordance with (j) hereinbelow.
- The Service shall be provided exclusively for the website specified by the Customer, on which the Products have been installed, which the Customer shall hold an active license for at the time of ordering and rendering the Service,
- The Customer shall provide all the necessary data (in particular, server access data), meet the hardware requirements, and duly prepare the environment in which the Service is to be performed – no later than within 14 days from the Service purchase date,
- The Customer shall enable the Services to be carried out by the Vendor for a maximum period of 30 days from the Service purchase date. After this time, the Vendor may refuse to render the Service and the Customer shall not be entitled to any claims against the Vendor for such refusal,
- The Customer shall accept or submit any changes within 3 business days of being notified by the Vendor that the Service will be carried out,
- The Customer is entitled to submit one set of changes to the Service. However, such changes may not modify the Service specification,
- After ineffective lapse of the period specified in (g) hereinabove, the Vendor may deem the Service duly completed,
- As part of the Service, the Vendor shall work for the Customer for a maximum number of hours set out in the Service specification. If the actual scope of work exceeds the pre-determined number of man-hours, the Vendor shall have the right to stop work until a custom quote for the additional work is prepared, and until the Customer accepts the additional work and pays for the Service,
- If the man-hours exceed the number paid for or additional works as defined in (b) are required, and the Customer fails to order and pay for the additional work, the Service shall be deemed completed when either (a) all the man-hours have been used up or b) when the need arises for additional work essential for the completion of the Service.
- If the Products referred to in (d) hereinabove are not installed on the Customer’s website after the completion of the Service, the Vendor shall request that the Customer provide data under (e) hereinabove. After ineffective lapse of a 14-day period from such request, the Vendor may refuse to carry out the Service.
§5. Manner and time of payment
- The online store supports the following methods of payment for orders:
- debit and credit card (Stripe);
- The Customer shall make the payment within 7 business days of the purchase date.
- If the funds for a transaction made by a Customer have to be refunded, the Vendor shall make the refund to the same payment instrument used to make the payment.
- Pursuant to the Regulation of the Minister of Finance of 17 December 2010 on electronic transmission of invoices, rules of their storage and presentation to the tax or fiscal audit authorities (Polish Journal of Laws No. 249, item 1661), invoices shall be made available to the Customer via e-mail.
- The Customer hereby accepts this method of submission of VAT invoices. This acceptance may be withdrawn by written notification.
§6. Right of withdrawal
- Only Consumer Users shall be entitled to withdraw from the contract.
- The Customer may withdraw from the Contract within 14 days of its conclusion (order date) without giving any reason. The withdrawal period shall expire after 14 days from the date hereof. If the Product is provided or the Service rendered to the Customer before the expiry of the 14-day withdrawal period (at the Customer's request), the Customer shall lose their right of withdrawal.
- To exercise the right of withdrawal, the Customer must inform the Vendor of their decision to withdraw from this contract by an unequivocal notice. Such notice of withdrawal should be sent to the e-mail address firstname.lastname@example.org or to the postal address of the Vendor. The notice of withdrawal may (but does not have to) be submitted on the form attached hereto as Appendix 1.
- Sending a notice of exercising the right of withdrawal (before the expiry of the deadline for withdrawal) to one of the addresses indicated above shall be sufficient to satisfy the withdrawal deadline.
- Subject to (2) hereinabove, a Customer who has withdrawn from the contract shall have the price refunded without delay and no later than within 14 days from the date on which the Vendor was notified of the Customer's decision to withdraw. The refund shall be effected by the same method of payment used by the Customer for the original transaction, unless the Customer expressly agrees to a different method. The Customer shall not, in any event, incur any fees related to the refund.
§7. Contracts with entrepreneurs
- This section shall apply exclusively to entrepreneur (non-Consumer) Customers.
- By placing an order on behalf of a legal person or an organisational unit without legal personality, the person placing the order declares that they are authorised to represent the entity on whose behalf the order was made. If the order was placed without proper authorization, the person placing the order shall be held liable for any resultant damage.
- The Vendor excludes any claims under statutory warranty.
- The Vendor reserves the right to withdraw from contracts made with entrepreneurs within 14 days of conclusion without providing a reason.
- Any and all disputes arising from contracts made between the Vendor and an Entrepreneur shall be settled by the court competent for the Vendor’s registered office.
§8. Product complaints
(statutory warranty for defects)
- This section applies exclusively to Customers who are Consumers.
- The Vendor shall deliver Products free of physical and legal defects.
- The Vendor’s Liability for legal or physical defects shall expire two years after Product delivery. Within this period, the consumer may notify the Vendor of an identified defect by sending an e-mail to that effect to the address: email@example.com or by post to the Vendor's address.
- This method of filing complaints shall not be binding on the Consumer. The Consumer may submit a complaint by any means, provided that a durable medium is used.
- The complaint shall state:
- the full name or business name of the buyer;
- address of residence/registered office for correspondence;
- enclosed proof of purchase of the Product (e.g. receipt, invoice, proof of transfer, etc.);
- precise indication of the Product to which the complaint relates;
- description of the defect, including the Product's non-compliance with the contract and the date of occurrence;
- the buyer’s claim (withdrawal from contract, reduced payment, Product replacement, removal of defect);
- date of filing and signature of the person lodging the complaint.
- The Vendor shall confirm receipt of the complaint.
- If the Vendor fails to respond to a Consumer’s complaint within 14 business days of receipt, the complaint and claim shall be deemed accepted.
- The Vendor shall take any and all steps to ensure correct, secure, uninterrupted and error-free access to information via the Customer Dashboard.
- The Vendor shall not be held liable for:
- any actions by Customers;
- failure to meet any specific requirements of the Customer other than those arising from the general nature of the Products, Licenses and Services;
- the correctness, reliability and accuracy of the information obtained when using the Products;
- transient technical errors.
- The Service Provider shall not be held liable for any damage (including lost profits),reputational damage, business interruption, loss of data or other business information or any other economic losses, in particular those resulting from:
- inability to use the Product or Service,
- using the Product or Service,
- malfunction of the Product or Service,
- impact of third parties,
- or any other reason relating to the Product or Service, whether the loss, breach or damage was attributable to the event directly or indirectly.
- The Vendor shall not be held liable for: damage and any other outcomes of the Customer’s disclosure to a third party of their Customer Dashboard password and/or login.
- The Vendor shall not be held liable for any malfunctions of the Customer Dashboard caused by hardware problems and/or any problems that may arise in the software used by the Customer, as well as by force majeure or any unauthorised interference by third parties which may prevent the Customer from using the Customer Dashboard, Product or Service.
- These limitations of liability of the Service Provider shall apply only to Customers who are not Consumers.
§10. Out-of-court dispute resolution
- In case of any disputes arising from purchases at the Store, the consumer may seek assistance from the following institutions before bringing the case before a common court:
- apply for assistance from the Permanent Consumer Arbitration Court (referred to in the Act of 15 December 2000 on the Trade Inspection) by filing a request for a service contract dispute settlement;
- refer to the Regional Inspector of the Trade Inspection with a request to initiate mediation proceedings for amicable settlement of the dispute;
- seek assistance from the poviat (district) or municipal ombudsman, or a social organisation whose objective is protection of consumer rights.
- Detailed information on out-of-court dispute resolution mechanisms for consumers and availability of procedures can be found at the seats and websites of institutions such as the Trade Inspection (Inspekcja Handlowa), poviat (municipal) consumer ombudsmen, social organizations concerned with protection of consumer rights, and the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów).
- The online dispute resolution platform at the EU level (ODR platform) is available at http://ec.europa.eu/consumers/odr. The ODR platform is an interactive and multilingual website offering a single point of entry to consumers and traders seeking to resolve out-of-court disputes concerning contractual obligations stemming from online sales and service contracts.
§11. Final provisions
- The Vendor reserves the right to amend these Terms & Conditions due to changes in applicable law or methods of concluding and implementing contracts. Such amendments shall not affect any placed, pending or completed orders/contracts.
- To all matters unsettled herein, generally applicable provisions of law shall apply, in particular the Civil Code Act of 23 April 1964 and the Act of 30 May 2014 on consumer rights.
- The Vendor shall have the right to disclose its relationship with the Customer in its advertising materials (including in particular its Website, social media, portfolios, PR materials, printed and digital advertising materials, and Vendor’s press releases) and to use the Customer’s logo and company in this regard.
- These Terms & Conditions shall be valid from XXXXXXXXXX.
Appendix 1 to the Terms & Conditions – License
- The Vendor represents that it is the copyright holder for the IT solution embodied in the Product.
- This Appendix defines the terms of the License to use the Product, as granted by the Vendor to the Customer.
- Any intellectual property to the Product shall be the sole property of the Vendor.
- Ownership of the Product source codes shall remain with the Vendor.
- The Vendor shall be entitled to use the logo and the name of the Customer in order to communicate that the Customer is a customer of the Vendor, as well as to use such logos/names in its portfolio, marketing materials and on social media.
- The User must activate the Product using the license key before using the Product and after installing in on their system. The license key is verified by sending the domain name and license key data to the Vendor's server, where it is subsequently stored in a database for validation purposes.
- The Vendor grants the Client a non-exclusive, non-transferable, and time-unlimited license to use the Product.
- The license shall be granted after the payment for the given Product has been credited.
- The license extends to the following fields of use:
- use, recording, display, storage, application,
- entry into computer/server/workstation memory, collection, transmission, sharing and deletion,
- reproduction of the Product (for backup purposes only).
- The Customer may further develop the Product and make any kind of changes and modifications to it, including by translating, adapting, rearranging or otherwise changing the Product, its source code and/or its documentation, and may freely use any new versions of the product so created. However, after such changes are made, the Customer shall lose the right to use the services provided by the Vendor (specified in §4) and shall lose statutory warranty rights for Product defects resulting from such changes.
- The Customer shall not:
- sell, share, license, or assign the Product and its accompanying documentation, transfer the use rights to them nor grant the use of them under any title, whether for consideration or otherwise, to any other persons or legal entities,
- in any way alter the identification labels included in the Product and the accompanying documentation,
- share Customer Dashboard credentials with a third party for the purpose of downloading the Product.
- The Customer shall use the Product exclusively for the purposes of their own business.
- The License permits the use of the Product for a single domain. Using the license for more than one domain requires a written consent of the Vendor.
- The Customer shall be entitled to one-time use of the Product or to incorporate the Product into a single final work.
- Licensing or transferring copyrights by the Customer shall only allowed if the Customer has incorporated the Product into their own final work. The Customer must do so in such a way so as to prevent third parties from extracting the Product from the final work.
- The Customer may not reverse engineer, disassemble or decompile the product, or allow third parties to do so.
- It is forbidden to extract any components from the purchased Product and utilize them as a separate whole.
- The Customer shall not be entitled to any rights to the Product’s source code.
- The Customer shall assume liability for any acts or omissions by entities to whom the Product has been made available by the Customer’s staff (including temporary staff) or subcontractors with respect to any breaches of the License or of obligations thereunder by third parties, temporary staff or subcontractors.
- If the Product is developed further by the Vendor, such new developments thereof shall be automatically licensed hereunder upon delivery of such update, unless otherwise agreed by the Parties.
- If the Product is used against the provisions of this License and the Terms & Conditions, in violation of the Vendor's copyrights, illegally, or contrary to its intended use, the Vendor shall be entitled to terminate the License at any time with one month's notice. Such termination of the license by the Vendor shall not give rise to any refund claims.
- The Vendor represents that it holds the author's economic rights to the Product, which entitle it to grant the License to the Customer under the provisions of this Appendix.
- Some of the Products on offer contain components copyrighted to authors other than the Vendor. These Products contain information indicating such components and their authors, as well as the license under which the Vendor has included the given component in the Product. These components shall be subject to the licensing terms and conditions of their authors, whereas the Vendor’s license shall apply to the remainder of the Product.
- The Vendor further represents that:
- it is the holder of any and all property rights and rights to inventions, trademarks, trade names, domain names, as well as of patents, trademark protection rights, copyrights and licenses to the Product;
- its property rights to the Product have not been attached by writ of execution within the meaning of enforcement proceedings law.
- The Customer shall not be entitled to sub-license the original Product to third parties.
- The Vendor shall take appropriate action if the Customer receives any intellectual property right claim as a result of the Customer's use of the Product (hereinafter: Alleged Infringement), provided that the all of the following conditions are met by the Customer:
- The Customer immediately notifies the Vendor of each Alleged Infringement claimed by a third party;
- The Customer does not admit liability for the Alleged Infringement;
- The Customer authorizes the Vendor to act on its behalf with regard to the Alleged Infringement;
- The Customer provides the Vendor with any and all information and assistance necessary to pursue appropriate interventions related to the Alleged Infringement.
- The Vendor shall not be liable to the Customer to the extent that the Alleged Infringement results from:
- non-Vendor modifications of the Product code,
- combining the Product with any software or materials not supplied or approved by the Vendor,
- use of the Product for purposes other than those for which it is intended or in a manner contrary to the Terms & Conditions and the Appendix,
- the Customer's failure to install an update released to fix the problem.
- Notwithstanding the rights and obligations set forth in this section, the Vendor shall provide the Customer (at the Vendor's own expense) with modifications or updates to the Product that will eliminate the alleged intellectual property infringement.
The Customer shall:
- secure and protect the property rights to the Product and any copies thereof,
- ensure that no copies of the Product are provided in any form to any third party without the prior express consent of the Vendor,
- instruct any of its staff with access to the Product not to copy the Product (except as provided for under the Contract), nor to decompile, disassemble, reverse engineer, or reproduce the Product, or assist any third party in doing so (including by providing relevant instruction),
- reproduce any copyright notice on any materials relating to the Product (in whole or in part) on which such copyright notice is provided,
- refrain from removing any textual or visual markings used or legally reserved by Vendor or its licensors, copyright notices, trademark notices, confidentiality notices, marks, explanations or any other notices contained in the Product,
- refrain from taking any legal or equitable action to assign, sublicense, pledge, transfer ownership, grant a right of usufruct, or take any other action with respect to its rights, obligations or liabilities under the Contract without the Vendor's prior consent,
- notify the Vendor of any infringement of the Vendor’s title to the Product noted by the Customer in the course of their business.