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Application Terms and Conditions

These Regulations define the general principles and method of providing services electronically by Zero Waste Design based on art. 8 section 1 point 1 of the Act of 18 July 2002 on the provision of services electronically (Journal of Laws of 2020, item 344, as amended).

By starting to use the Service, the User confirms that he/she has read the Terms and Conditions, understands and accepts their content and undertakes to comply with them.

  1. DEFINITIONS
    1. All definitions and expressions used below apply in these Regulations, as well as other activities related to the performance of the Agreement:
      1. Activation – means making the Application available to the Client by sending an activation link to the Client’s e-mail address and commencing the provision of Services to the Client;
      2. Application – means the platform available via the website esgasset.expert/ or as an application for mobile devices called

        ESG Asset Exper,  through which it is possible in particular to:

        1. making an inventory of furniture, items, devices and other equipment owned by the Client in his/her resources;
        2. selling furniture for your employees or third parties,
        3. making purchases of furniture displayed in the Application
        4. ordering furniture disposal services by ZWD or third parties.
      3. Resolution Time – means the maximum time counted from the moment ZWD confirms receipt of the Service Request until the Defect is removed or the required functionality of the Application is restored;
      4. Business Day – means days from Monday to Friday, excluding Saturdays, Sundays and public holidays in the Republic of Poland, including days off from work within the meaning of the Act of 18 January 1951 on days off from work (Journal of Laws of 2015, item 90, as amended);
      5. Working Hours – means the hours from 9:00 a.m. to 5:00 p.m. on Business Days;
      6. Confidential Information – means the business secret of the other Party and all data, information and documents relating to the business or professional activity of the other Party and related to its marketing, promotional and commercial plans, obtained directly or indirectly during the performance of Agreements concluded on the basis of the General Terms and Conditions and these Regulations, in particular all technical and commercial data of the Party or its affiliates and their customers, regardless of the method of obtaining or recording them;
      7. Client – ​​means a natural person, legal person or organizational unit without legal personality who, in connection with the business activity he or she conducts, orders the provision of Services by ZWD and with whom ZWD has concluded an Agreement;
      8. Coordinator – means a person authorised by ZWD or the Client, respectively, responsible for the current and proper performance of the Agreement and for conducting correspondence in connection with the performance of the Agreement; comments on the performance of the Agreement submitted by a person who is not the Coordinator on the Client’s side may be disregarded by ZWD;
      9. Source Materials – means all data, logos, photos, content and materials placed in the Application by the Client or User;
      10. Inventory Module – a module of the Application that allows the Client to perform an inventory of furniture, items, devices and other equipment owned by the Client in their resources by entering appropriate data, maintaining a register of furniture, items, devices and other equipment owned by the Client in their resources,
      11. Resale Module – a module of the Application that allows:
        – the Customer to sell furniture, items, devices and other equipment owned by the Customer in their resources and inventoried in the Inventory Module, by entering the appropriate data, or
        – the Customer to purchase furniture, items, devices and other equipment sold by ZWD or other ZWD customers in the Application.
      12. Utilization Module – a module of the Application that allows the Client to commission ZWD or third parties to dispose of furniture, items, devices and other equipment owned by the Client in their resources and inventoried in the Inventory Module,
      13. Module/Modules – depending on the context of the sentence and the singular/plural used – respectively, the individual module specified in points 1.1.11 – 1.1.13 or all modules referred to in points 1.1.11 – 1.1.13.
      14. Subscription Period – means the period of provision of Services for which the Customer pays Fees;
      15. Fee – means a periodic subscription fee, the amount of which depends on the number of User accounts, the number of Inventory Items that the Client intends to enter into the Application, the Selection of Modules and the scope of the Services selected by the Client;
      16. GTC – means the General Terms and Conditions of Services of ZWD 360 – SQAR Plan;
      17. Inventory Items – the number of pieces of furniture, items, devices and other equipment owned by the Client in their resources, the data of which will be entered into the Inventory Module by the Client;
      18. Additional Work – means paid ZWD services performed for the Client under the Agreement, constituting a supplement to the scope of the Agreement, its extension or amendment;
      19. Technical Break – means a break in the availability of the Application related to the need to carry out maintenance or modernization work, preventing or hindering the use of the Services;
      20. ZWD – means Zero Waste Design Sp. z o. o. with its registered office in Warsaw, at ul. Czeska 24/4, 03-902 Warsaw, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court in Warsaw, 12th Commercial Division, under KRS number 0000751565, NIP: 5252765609 and REGON number: 381483948;
      21. Force Majeure – means an event that could not be foreseen while exercising the care required in professional relations and which is external to both the Client and ZWD, which they could not oppose by acting with due diligence, in particular a natural disaster, natural disasters, fires, floods, inundations, pandemics, terrorism, warfare, armed conflicts, violent unrest, strikes, riots, states of emergency, acts of public authority requiring subordination or other widespread disruptions affecting many enterprises;
      22. Parties – means the Client and ZWD;
      23. Content – ​​means data consolidated in the Application based on data entered by the Client, Users and Coordinators;
      24. Agreement – ​​means the agreement concluded between ZWD and the Client, the integral part of which are the GTC and these Regulations, on the basis of which ZWD undertakes to provide Services and the Client to pay appropriate remuneration; the Agreement binds the Client’s legal successors;
      25. Service – means the services provided by ZWD to the Client under the Agreement; the Service shall be deemed jointly to include: making the Application available for use, conducting training and removing Application Defects, as well as Additional Work;
      26. Newsletter Service – means the provision of ZWD to the Customer, consisting in sending periodic messages containing information on the services (including promotions) offered in the Application to the e-mail address provided by the user;
      27. User – means an employee of the Client or a person cooperating with the Client on the basis of a civil law contract, using the Services on behalf of and with the authorization of the Client, as well as any other person to whom the Client has granted access to the Application;
      28. Defect – means the non-compliance of the Application with the Agreement, which prevents the full use of the functionality of the Application or individual Modules;
      29. Critical Notification – means a Service Notification submitted by the Customer Coordinator via e-mail, and also by telephone, concerning a Defect causing a complete stoppage of the Application;
      30. Service Request – means a request submitted by the Customer Coordinator via e-mail, indicating the occurrence of a Defect in the Application,
    2. In e-mail correspondence between the Parties or Coordinators, terms written in lower case have the meaning defined in the Regulations, unless the sender clearly indicates otherwise.
  2. GENERAL PROVISIONS
    1. These Regulations define the rules and conditions of using the Application provided by ZWD.
    2. ZWD makes these Regulations available to the Customer before concluding the Agreement and Activation and – at the Customer’s request – in a manner that enables access, reproduction and storage of the content of the Regulations using the IT system used by the Customer.
    3. Any deviations from these Regulations shall be binding on the Client and ZDM only if they are agreed in documentary form between the Parties.
    4. The Application is intended exclusively for individuals, legal entities and organizational units without legal personality, which, in connection with their business activities, order Services provided by ZWD. Using the Application is tantamount to confirming that the Client meets the above requirements.
    5. By using the Application, the Client, User or Coordinator confirms that he or she has read the Regulations, accepts their content and undertakes to comply with them.
    6. ZWD performs Services on the basis of the Agreement, the GTC and these Regulations. The Agreement, the GTC and the Regulations are binding on the Parties from the moment of conclusion of the Agreement.
    7. In the event of a conflict between the provisions of the Agreement or the General Terms and Conditions and the wording of the Regulations, the provisions of the Agreement or the General Terms and Conditions shall prevail, unless the Parties have expressly agreed otherwise in the Agreement.
    8. For important reasons understood as the need to develop the Application or adapt it to current technical requirements, ZWD may modify or add individual functionalities of the Application.
    9. Customer Service is provided during Business Hours.
    10. All arrangements made between the Parties orally (including by telephone) must be confirmed by e-mail, registered letter or courier no later than 24 (twenty-four) hours after they are made, under penalty of nullity.
    11. It is prohibited to use the Application in a manner that is contrary to the provisions of these Regulations, applicable legal regulations, good customs and principles of social coexistence. The Customer is prohibited from providing illegal content in the Application. In particular, it is prohibited to place materials in the Application that may violate the rights or personal rights of third parties or constitute materials that may be used for illegal purposes. It is also prohibited to interfere with the integrity of the content and form of the Application, and in addition: using them to store or transmit malicious code, sending spam, interfering with or disrupting the integrity or operation of the Service or data contained therein of third parties and other Customers or Users, attempting to obtain unauthorized access to the Service or related systems or networks, copying the Service or any part thereof, gaining access to the Service in order to create competitive products or services.
    12. Users and Coordinators are appointed at the initiative and request of the Client. The actions and omissions of such Users and Coordinators are undertaken at the Client’s risk and are considered to be the Client’s actions or omissions. Therefore, the Client bears full responsibility for the actions and omissions of the Clients and Coordinators appointed by him.
  3. COORDINATORS
    1. The Parties designate their Coordinators in the Agreement. Within the limits of competences specified in the Regulations, the General Terms and Conditions and the Agreement, the Coordinator acts as a proxy for a given Party. The Coordinators are obliged to cooperate with each other in good faith, provide each other with necessary explanations and transfer information necessary for the proper performance of the Agreement.
    2. Each Party has the right to change the Coordinator by notifying the other Party and providing information about the new Coordinator: name and surname, telephone number and e-mail address. Such a change does not constitute a change to the Agreement and is effective upon confirmation of receipt of this information by the other Party.
  4. TECHNICAL REQUIREMENTS FOR USING THE APPLICATION
    1. In order to use the Application via the [•] website, the Client, Users and Coordinators must meet the following technical requirements:
      1. have a computer or other electronic device with Internet access and the ability to display the Application interface,
      2. have an updated browser in the latest version, provided by the following manufacturers: Microsoft Edge, Google Chrome, Mozilla Firefox, Apple Safari,
      3. have cookies and JavaScript enabled,
      4. have software that blocks the above programs disabled,
      5. have an active email account;
        obtain Activation by the Customer;
    2. In order to use the Application on a mobile device, the Client, User and Coordinator must meet the following technical requirements:
      1. have a smartphone or tablet on which the Application has been installed, with access to the Internet and the ability to use the Application,
      2. obtain Customer Activation;
    3. Failure to meet the technical conditions specified in points 4.1. – 4.2. above does not necessarily exclude the possibility of using the Application, provided that the Client, User or Coordinator bears the risk of improper operation of individual functionalities of the Application and the inability to use individual functionalities of the Application.
    4. The Application can be used as an application for ESG Asset Expert mobile devices  after its free installation on a mobile device. The application can be downloaded directly from:
      1. Google Play (for Android mobile phones): https://play.google.com/store/apps/details?id=expert.esgasset
      2. Apple Store (for iOS mobile phones): https://apps.apple.com/pl/app/esg-asset-expert/id6504415045?l=pl&platform=iphone
  5. ACCESS TO APPLICATION
    1. ZWD will provide the Client with uninterrupted and secure access to the Application, subject to access only to the Modules that have been ordered by the Client, in the mobile version and in the internet (web) version, i.e. via the dedicated website [•].
    2. ZWD will make available to the Customer in the Application only those Modules that have been specified by the Parties in the Agreement.
    3. Access to the Application will be provided on the Activation date specified in the Agreement.
    4. ZWD will provide the Client with the number of Inventory Items specified in the Agreement. In the event that it is necessary to increase the number of Inventory Items, the Parties will enter into an Annex to the Agreement, increasing the number of Inventory Items and the amount of the Fee payable to ZWD.
    5. Activation will occur by ZWD creating a User account for the Client, activating the administrative account by ZWD and sending an activation link via e-mail. Activation occurs on the day the activation link is sent to the Client.
    6. ZWD will provide the User with access to the Application user manual via the User Account.
    7. ZWD undertakes to conduct training on the principles of using the Application and the functionality of the Application for the Customer and Users specified by the Customer, within the time and in the manner agreed with the Customer and confirmed in the Agreement.
    8. Access to the Application may not be granted to persons other than the Users indicated by the Client, unless ZWD expressly gives prior written consent. In the event that ZWD learns about the use of the Application on behalf of the Client by persons who are not Users, ZWD is entitled to block access to the Application for such person.
    9. Transactions concluded by the Customer in the Resale Module are concluded directly with ZWD or third parties, depending on the method of sale. Under the Agreement and the GTC, ZWD only provides space for concluding agreements and is not a party to them. Concluding sales/purchase agreements in the Resale Module is a separate legal act and obligation relationship, on the basis of which ZWD is not liable under the Agreement, the GTC and these Regulations.
    10. Transactions concluded by the Customer in the Utilization Module are concluded directly with ZWD or third parties, depending on the method of ordering the Service. Under the Agreement and the GTC, ZWD only provides space for concluding agreements and is not a party to them. Concluding agreements for the provision of utilization services in the Utilization Module is a separate legal act and obligation relationship, on the basis of which ZWD is not liable under the Agreement, the GTC and these Regulations.
  6. FURTHER PROVISIONS
    1. ZWD provides the Customer, subject to the provisions of these Regulations, uninterrupted and safe access to the Application, subject to the Maintenance Break. ZWD shall not be liable for any irregularities related to the use of the Application, to the extent that such irregularities are attributable to external suppliers who enable the download or use of the Application, respectively Google Play (Google LLC with its registered office in Delaware, Google Ireland Limited with its registered office in Dublin, Google Commerce Limited with its registered office in Dublin, Google Asia Pacific with its registered office in Singapore) or Apple Store (Apple Inc., One Apple Park Way, Cupertino, CA 95014, USA.), depending on which of the aforementioned suppliers the Customer intends to use to download or use the Application).
    2. The Client, User and Coordinator may not provide third parties with access data to User, Coordinator or administrative accounts, and in the event of such sharing, they shall be solely responsible for its consequences. The Client shall be solely and fully responsible for any unauthorized access to the Application (attributable to both the Client and the Coordinators or Users indicated by them), as well as for maintaining the confidentiality of these identifiers, and for any fees, damages, liabilities or losses incurred as a result of failure to comply with the Regulations. ZWD shall not be liable for any damages caused by the theft of these identifiers, their disclosure or authorization to allow another person to access and use the Service using the identifiers. Accordingly, the Client shall make reasonable efforts to prevent unauthorized access to the Service or use thereof. The Client shall be solely and fully responsible for any actions taken on the accounts of Users, Coordinators or administrative accounts, provided that such actions result from failure to comply with the obligation indicated in the first sentence of this point 6.2. The Client will immediately notify ZWD of any unauthorized use of User, Coordinator or administrative accounts or any other breach of security known to it. The Client may be held liable for losses incurred by ZWD or any other user of the Application due to unauthorized use of identifiers as a result of the Client’s failure to maintain the security or confidentiality of identifiers.
  7. UPDATES AND ADDITIONAL WORK
    1. The Parties will cooperate closely, informing each other of all circumstances that have or may have an impact on the performance of the Services.
    2. ZWD is ready to accept and execute orders for Additional Work submitted by the Client Coordinator. Additional Work may in particular be an improvement of the Application or a specific Module that is not their Update.
    3. In the event of the need to perform Additional Work, ZWD shall immediately, but no later than within 7 (seven) Business Days from the date of the Client’s notification of the will to have ZWD perform Additional Work, present to the Client: (a) a detailed specification of the Additional Work, (b) the method and deadline for carrying out the work related to its execution; (c) the estimated maximum number of man-hours necessary to perform such Additional Work, (d) the valuation of the Additional Work.
    4. The Parties will conclude an Annex to the Agreement which will be the basis for the performance of Additional Work.
    5. In relation to the results of Additional Work, the provisions of these Regulations and the General Terms and Conditions shall apply accordingly.
    6. If, during the term of the Agreement, ZWD independently improves or updates the Application or a particular Module to which the Client has access under the Agreement, the new version of the Application or Module will be immediately implemented and made available to the Client. The time of implementation of the improvement or update of the Application or a particular Module will be appropriate to the level of advancement and complexity of the introduced technical changes and may require the use of a Technical Break.
    7. ZWD reserves the possibility of Technical Breaks in access to the Application caused by maintenance or modernization work other than Application updates.
    8. The use of a Technical Break in connection with the need to update the Application does not constitute improper performance of the Service by ZWD.
  8. SERVICE AND COMPLAINTS
    1. ZWD will maintain the Application in a condition ensuring its proper functioning, in particular:
      1. will remove Defects in the Application and the dedicated website application in a timely manner,
      2. will ensure uninterrupted access and adaptation of the Application to platform updates,
      3. will provide technical support and advice on publishing and managing Source Materials and Content placed by the Client in the Application or a specific Module to which the Client has access under the Agreement.
    2. Application or Module Defects will be removed by ZWD based on a Service Request. The Service Request should include the following information: (a) contact details of the reporting person; (b) description of the event; (c) information about the part of the Application or Module in which the Defect is believed to have occurred; (d) circumstances of the Defect; (e) other information that ZWD or the User may consider necessary to remove the Defect or that will enable ZWD to remove the Defect, provided that the lack of any of the above information does not render the report ineffective. However, an incomplete Service Request may extend the Resolution Time. In the event of a Critical Report, the Customer is also obliged to make it by phone.
    3. Receipt of a Service Request will be confirmed each time by an e-mail message sent to the Customer to the e-mail address indicated in the Service Request, no later than within 3 hours from the date of receipt of the Service Request.
    4. ZWD guarantees the following Resolution Time depending on the type of Report:
      1. Service Request – Resolution Time is [•] from the moment of confirmation of receipt of the Service Request via e-mail,
      2. Critical Report – Resolution Time is [•] from the moment of e-mail confirmation of receipt of the Critical Report.
    5. Repair of Defects resulting from reasons attributable to the Client, in particular improper performance of the Agreement by him, constitutes Additional Work.
    6. In order to perform maintenance or modernization work, ZWD reserves the possibility of Technical Breaks in access to the Application or individual Modules. ZWD undertakes to inform the Client about the planned Technical Break no later than 72 hours before the date on which the planned Technical Break is to occur, provided that the Technical Break will not take place during Working Hours. Technical Breaks do not constitute improper performance of the Services or a Defect of the Application or Module.
    7. The Client acknowledges that the proper performance of the Agreement is also dependent on the legal and factual actions taken by telecommunications operators. ZWD shall not be liable for disruptions and interruptions in access to the Application or individual Modules caused by failures of national, international or inter-operator telecommunications and telephone links and irregularities occurring on the part of telecommunications operators.
    8. ZWD shall not be liable for the lack of availability of the Application or individual Modules caused by: (a) actions of the Customer or User or third parties consisting in introducing changes or modifications to the Application or Module, (b) use of the application by the Customer or User in a manner inconsistent with the provisions of the Agreement or the General Terms and Conditions.
    9. ZWD shall not be liable for damages resulting from: hardware defects, improper operation or lack of operation of third party software, improper operation of the telecommunications network, improper use of the Application or Module, entering incorrect data, or interference with the Application or databases by third parties.
    10. The Client is solely responsible for the content of the data, in particular the Source Materials and Content stored in the Application, including their compliance with generally applicable laws. In the event that ZWD receives an official notification or credible information about the unlawful nature of the data, in particular the Source Materials and Content posted by the Client or Users in the Application, or activities related to them, ZWD has the right to immediately prevent access to this data and block access to the Application by the entity that most likely entered such data into the Application or the Client. In such a case, ZWD shall not be liable to the Client or User for any damage resulting from preventing access to this data.
    11. In each case, ZWD’s liability for the consequences of the unavailability of the Services, including the Application or a particular Module that has been made available to the Customer under the Agreement, is limited exclusively to the Customer’s actual losses.
    12. Any complaints related to the performance of the Agreement and questions should be submitted by e-mail to the e-mail address [•] or to the address of the registered office of ZWD. The content of the complaint should include at least: data allowing for the identification of the Client and establishing contact with him: first and last name or name (company), and e-mail address of the Client, specification of the subject of the complaint and the circumstances that are the basis for them together with the date of their occurrence; specification of the Client’s expectations towards ZWD, in particular indication of the desired actions on the part of ZWD.
    13. ZWD will consider the complaint within 7 Business Days from the date of its receipt and will immediately inform the Client, via e-mail, about the method of its consideration. In a situation where the data or information provided in the complaint requires supplementation, ZWD will ask the Client submitting the complaint to supplement it before considering the complaint. The time for the Client to provide additional explanations extends the period for considering the complaint.
    14. Complaints resulting from non-compliance with the Regulations will be considered negatively by ZWD.
    15. ZWD is entitled to do so for purposes related to ensuring the proper quality of the provision of Services, including improving the operation of the Application, registering the activities of Customers on the Application, and contacting Customers in order to measure the level of satisfaction with the use of the Application.
    16. ZWD will not take into account complaints regarding the performance of the Regulations if the Services provided by ZWD, in the form of access to the Application, are in accordance with the Regulations, i.e. in particular if the description, type, quality, completeness, functionality, compatibility, interoperability and availability of updates, as well as suitability for the specific purpose for which the Services are needed by the Customer, about which the Customer notified ZWD at the latest at the time of conclusion of the agreement and which ZWD accepted, remain in accordance with the Regulations and the scope of the Services. In addition, the ZWD Services are in accordance with the Agreement by accepting the Regulations if: they are suitable for the purposes for which goods of this type are usually used, taking into account applicable legal regulations, technical standards or good practices, and also occur in such quantity and have such features, including durability and safety, as well as functionality and compatibility, as are typical for goods of this type and which the Customer may reasonably expect, taking into account the nature of the goods and the public assurance made by ZWD; are of the same quality as the test or trial versions of the Application made available by ZWD to the Customer; ZWD informs the Customer about updates and delivers them in a timely manner; ZWD provides the Customer with appropriate instructions for using the Application.
    17. ZWD shall not be liable for any lack of compliance of the Services provided within the Application with the Agreement concluded by accepting the Regulations if the Customer fails to install the updates provided by ZWD within a reasonable time, if such non-compliance results solely from the lack of the update, and ZWD informed the Customer about the update and the consequences of not installing it, and the failure to install or improper installation of the update did not result from errors in the installation instructions provided by the Customer.
  9. SOURCE MATERIALS
    1. Exclusively for the purpose of performing the Agreement, the Client grants ZWD a free, territorially and time-unlimited license with the right to sub-license the Source Materials (in particular the subject of property copyrights, trademarks and industrial designs), in the following fields of exploitation:
      1. reproduction by saving the Source Materials on any data carriers;
      2. entering into computer memory, databases, multimedia networks or any computer networks (in particular the Internet);
      3. through employees or persons authorized by ZWD, performing, exhibiting, displaying, reproducing, broadcasting and re-broadcasting, as well as making the Source Materials publicly available in such a way that persons selected by ZWD or its employees can have access to them at a place and time of their choice;
      4. the right to introduce changes to the Source Materials, in particular the right to digitally process, adapt and modify the content of the Source Materials (processing) and the right to allow such changes to be made by ZWD subcontractors;
      5. changing the manner of recording the Source Materials and its presentation in any manner deemed appropriate by ZWD;
      6. use in the creation of other works, including multiple combinations with other works;
      7. reproduction of the source code or translation of its form (decompilation), including permanent or temporary reproduction in whole or in part by any means and in any form, adaptation, rearrangement or any other changes.
    2. The Client always declares and guarantees that:
      1. has exclusive, unrestricted proprietary and related rights to the Source Materials, to the extent entitling it to grant the license, and guarantees that during the term of the Agreement it will not lose or limit its rights or encumber them in any way;
      2. Source Materials may be made available to the public through ZWD sellers or persons authorized by ZWD without infringing the copyrights, personal rights and personal rights of the authors, as well as related rights or any other rights of third parties;
      3. shall indemnify ZWD from any liability arising from any claims of persons entitled under copyrights or any other rights that may assert their rights in connection with ZWD’s performance of the Agreement and undertakes to fully satisfy them and cover all costs incurred by ZWD in this respect.
    3. In the event of a third party filing a claim regarding the Source Materials, ZWD shall immediately submit it to the Client, who shall immediately contact the third party and take the necessary actions to resolve the dispute or satisfy the third party’s claims. If ZWD satisfies the third party’s claims or redresses the damage caused to it, then ZWD shall file an appropriate recourse claim against the Client, who shall be obligated to satisfy it.
    4. ZWD shall not be liable for the Client’s provision and placement of defective or erroneous Source Materials and any other information, content, data and their impact on the performance of the Agreement, including in particular the functioning of the Application and Modules, as well as the conclusion of transactions in the Utilization Module or Resale Module.
    5. The Customer consents to the use of the Customer’s trademarks by ZWD for the purpose of advertising and promoting the Application or Services, without territorial or time limits.
  10. LICENSE AND TRANSFER OF COPYRIGHT PROPERTY RIGHTS
    1. ZWD declares that it has the right to dispose of the proprietary rights to the Application (including individual Modules), in particular that the Application is not and will not be encumbered during the term of the Agreement with any rights established in favour of third parties, nor have any obligations of any kind been incurred in relation to the Application in favour of third parties that could limit the Client’s rights to the Services specified in the Agreement.
    2. Under the Agreement, as part of the Fee paid by the Client, the Client is granted a non-exclusive license to use the Application by the Client and Users and Coordinators, to whom access to the Application was granted by the Client. The license is not territorially limited, unless the Parties agree otherwise in the Agreement. The license is limited as to the number of Users specified in the Agreement and to the duration of the Agreement. Unless the Agreement provides otherwise, the license is granted for the following fields of exploitation:
      1. multiplying the Application in the memory of the end device;
      2. using the Application in accordance with its intended purpose (including, depending on the Service selected by the Customer, its installation on the end device, storing it in the memory of the end device and displaying the System on the screen of the end device).
    3. The license is granted upon Activation.
    4. The license may be extended to additional Users. The Client may order an extension of the license electronically by directly contacting the ZWD Coordinator. In response, the Client will receive an offer containing a quote for an additional Fee adjusted to the given number of Users. After the Client Coordinator accepts the terms, the Parties will conclude an Annex to the Agreement, increasing the number of Users and the amount of the Fee due to ZWD.
    5. ZWD reserves all rights to the Application not expressly granted to the Customer under the Agreement. The License does not allow the Customer in particular to: (a) reproduce, distribute, lend, sell or otherwise redistribute directly or indirectly the Application (including individual Modules), both for a fee and free of charge, bypassing ZWD, (b) modify, reverse engineer or otherwise interfere with the Application software (or individual Modules), (c) use and develop intellectual property belonging to ZWD to create its own products and services, (d) use intellectual property belonging to ZWD for an unlawful purpose or to the detriment of ZWD. Any conduct fulfilling the above-mentioned premises will be treated as a violation of the terms of the Agreement.
    6. Neither the Agreement, the GTC nor these Terms and Conditions transfer to the Client, nor to the User or Coordinator any property or any third party intellectual property, and all rights, titles and interests in such property shall remain solely with ZWD or their respective owners. All such rights are reserved.
    7. The names, logos or trademarks of third-party companies and other users’ products may be the trademarks of their respective owners.
    8. Under the Agreement, as part of the Fee paid by the Client, ZWD transfers to the Client, at the time of generation by the Client, the copyright to the Content generated by the Application. The transfer of the copyright to the Content takes place without time and territorial restrictions, in the following fields of exploitation: (a) in the scope of recording, reproducing the Content – producing copies of the work using a specific technique, including printing, reprographic, magnetic recording and digital technology, (b) entering into the memory of any number of computers and entering into computer networks (in particular the Internet and closed networks) and other activities providing anyone with access to the Content at any place and time, regardless of the format, system or standard, (c) publication in the mass media of the Content, its copies or instances; (d) making the Content public, distributing it in any technique available at the time, by any means and in any form, or otherwise making it available to any persons at any time and place, (e) introducing the Content or copies thereof into economic circulation, selling, lending, renting, licensing, displaying, exhibiting or leasing originals of the Content or copies thereof; (f) making adaptations in the form of translations, extracts, summaries, (g) using, including independent development and modification, creation of corrections, changes, adaptations and new versions of the Content, and in particular to commission these activities to third parties, (h) using the Content or parts and individual elements thereof for the Client’s marketing, advertising or promotional purposes.
    9. ZWD is entitled to access the Source Materials and Content, in particular for the purpose of analysing the documentation stored in the Application and for statistical purposes.
    10. As of the date of transfer of the proprietary copyrights to the Content, ZWD transfers to the Client the exclusive right to authorize the exercise of dependent copyrights to adaptations of the Content in the fields of exploitation indicated in section 10.8. above and permits the Client, without time, territorial and quantitative limits, to make adaptations of the Content, in particular their modifications, adaptations and translations, as well as to dispose of and use the aforementioned adaptations of the Content.
  11. CUSTOMER CONTENT
    1. The Client is fully responsible for the Content and statements placed in the Application by the Client or its Users and Coordinators, as well as through them, including their quality and legality, as well as for any damage resulting from such Content. By making the Content and statements available through the Application, the Client accordingly represents and guarantees on behalf of Himself and the Users and Coordinators appointed by Him that:
      1. has all the rights, permissions and authorisations necessary to make the Content available to ZWD,
      2. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
      3. the Content is not pornographic, does not contain threats or incitement to violence, and does not violate the privacy or publicity rights of any third party;
      4. the Content is not advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
      5. Content is not presented in a manner that would mislead other Customers as to the identity of the Customer posting the Content.
    2. Without limiting any of the above representations or warranties, ZWD reserves the right to remove any Content from the Application or to block the Customer’s access to and use of the Application, and subsequently terminate the Agreement with immediate effect if the posting of Content or the Customer’s activity violates these Regulations, good customs or generally applicable provisions of law.
    3. In the event that a third party makes a claim regarding the Content posted by the Customer, ZWD will promptly provide the Customer with information about the claim.
    4. ZWD respects the intellectual property of others. If Customer believes that material contained in or linked to by the Application constitutes copyright infringement or that Customer’s intellectual property rights have been otherwise violated, Customer should provide such notice to ZWD. ZWD will respond to such notices as reasonably necessary or appropriate, including by removing the infringing material or disabling all links to the infringing material. ZWD will block Customer’s and Users’ access to the Application from accessing it, and will terminate the Agreement immediately if, under appropriate circumstances, Customer is found to be a repeat infringer. In the event of such termination, ZWD will have no obligation to refund any amounts previously paid to us.
    5. In the event of termination of the Agreement by either party, ZWD from the date of effectiveness of such termination shall not use Content other than personal data provided or generated by the Customer during the use of the Application provided by ZWD, with the exception of Content that is only useful in connection with the use of the Application, relates only to the Customer’s activity during the use of the Application, has been combined by ZWD with other data and cannot be separated from it or can only be separated with disproportionate effort, has been generated by the Customer together with other Customers who may continue to use it.
    6. Except for Content that is only useful in connection with the use of the Application, relates only to the Customer’s activity while using the Application, has been combined by ZWD with other data and cannot be separated from it or can only be separated with disproportionate effort, ZWD will, upon request, make available to the Customer Content other than personal data that has been provided or created by him while using the Application. The Customer has the right to retrieve the digital Content from ZWD free of charge, without hindrance from ZWD, within a reasonable time and in a commonly used machine-readable format.
  12. CUSTOMER REVIEWS
    1. ZWD uses Customer opinions in the Application, in social media and other promotional materials and verifies them to determine whether the opinion was issued by a Customer using the Application.
    2. For the purpose of verification specified in point 12.1 above, ZWD periodically sends to its Clients at the addresses provided during registration a request to present an opinion in e-mail form, together with consent to publish the image and name and surname of the person presenting such an opinion on behalf of the Client. ZWD does not use any opinions other than those obtained in this way.
  13. NEWSLETTER
    1. In addition to the Services, ZWD gives the Customer the opportunity to subscribe to the Newsletter Service.
    2. The provision of the Newsletter Service will commence after the conclusion of an agreement for the use of the Newsletter Service, which agreement is concluded by the Customer completing the Newsletter form available on the Application website and the Customer accepting the terms of the Privacy Policy.
    3. By concluding an agreement for the provision of the Newsletter Service with ZWD, the Customer provides electronic mail (e-mail) addresses to which the Newsletter Services are to be provided in order to receive advertising and promotional messages from ZWD regarding products and services offered in the Application.
    4. In order for the Client to use the Newsletter Service, it is necessary for him and for the Users and Coordinators who are also to use the Newsletter Service to have access to the Internet and an active electronic mail address (e-mail). At the same time, it should be noted that the use of the Newsletter Service does not require meeting any special technical requirements, except for having an operating system and a web browser or a standard application or system for handling e-mail.
    5. ZWD, in the performance of the agreement for the provision of the Newsletter Service concluded with the Client, will send the Client and its Users and Coordinators, at any time and with any frequency chosen by it to the provided electronic mail addresses (e-mail), indicated in the form, advertising and promotional messages regarding products and services offered in the Application. ZWD reserves that the sending of advertising and promotional messages will take place no less than once every two months.
    6. The Newsletter service is free of charge and is provided for the entire duration of the agreement referred to in point 13.2. of the Regulations.
    7. The Newsletter Service may be used by any Client who meets the requirements for concluding an agreement specified in point 13.2 of the Regulations. Fulfilling the requirements specified in point 13.2 of the Regulations and clicking the indicated button results in sending the provided e-mail address of the Client to ZWD and initiating the provision of the Newsletter Service by ZWD. In further communication, the Client may also provide the e-mail addresses of Users and Coordinators for whom the Newsletter Service is also to be provided.
    8. Individual messages sent as part of the Newsletter Service constitute works within the meaning of copyright law and are subject to protection specified in the provisions of law. Any copying, modification and use in a manner inconsistent with the intended purpose or without the consent of ZWD may constitute a violation of the law. The Client shall bear full responsibility for the violation referred to in the previous sentence, including for the actions of Users and Coordinators who have access to the Application based on the Client’s indication.
    9. The agreement for the use of the Newsletter Service is concluded for an indefinite period.
    10. The Customer has the right to terminate the agreement for the use of the Newsletter Service with a notice period of 14 days.
    11. ZWD has the right to terminate the agreement for the use of the Newsletter Service with a notice period of 14 days.
    12. The Customer terminates the agreement on the use of the Newsletter Service by sending a statement on the termination of the agreement to ZWD at the e-mail address [•] or by post to the ZWD address provided in the ZWD definition or by clicking on the resignation link located in the footer of each message sent.
    13. ZWD may terminate the agreement for the use of the Newsletter Service by sending a statement regarding the termination of the agreement to the Customer at the e-mail address provided by him/her at the time of concluding the agreement.
    14. ZWD may, for important reasons, suspend the provision of the Newsletter Service after notifying the user via e-mail at the address provided by him/her when concluding the contract.
    15. ZWD has the right to delete an incorrect or non-existent e-mail address provided by the user after prior verification.
    16. Complaints regarding the provision of the Newsletter Service by ZWD should be submitted to the e-mail address: [•], by telephone: [•], or by mail to the address: [•].
    17. The complaint must include the details of the person submitting the complaint, the data necessary to send information about the outcome of the complaint and a description of the irregularities in the Newsletter Service and what are the expectations regarding the resolution of the complaint.
    18. ZWD will consider the complaint within 14 days of its receipt.
  14. PAYMENTS
    1. The Client is obligated to pay the Fees for the performance of Services by ZWD in accordance with the Agreement. The amounts due may change in the event that ZWD performs Additional Work.
    2. Fees are payable in advance for subsequent Subscription Periods, unless the Parties agree otherwise in the Agreement.
    3. The Subscription Period is one month, unless the Parties agree otherwise in the Agreement.
    4. The remuneration for ZWD is payable within 14 days of payment, on the basis of a VAT invoice issued by ZWD, sent electronically to the e-mail address of the Client Coordinator, unless the Client pays by payment card or another payment method.
    5. The amounts of the Fees are subject to increase by the value added tax (VAT) at the rate applicable at the time the tax liability arises.
    6. If the Client is late with paying the Fee for a period of 30 (thirty) days, ZWD is entitled to block access to the Application for the Client and Users whose accounts were created at the initiative of the Client or for failure to provide the Services covered by the Fee, with the possibility of reactivating them if the due amount is settled.
    7. ZWD is entitled to make changes to the terms of payment, including the amount of Fees, which does not constitute an amendment to the Agreement. In the event of changes to the terms of payment, the Customer is entitled to terminate the Agreement within 1 (one) month from the date of receiving information about the change in the terms of payment and the amount of Fees, with effect at the end of the applicable Subscription Period. In the absence of a declaration of termination of the Agreement within 1 month from the date of receiving information about the change in the terms of payment and the amount of Fees, the new terms of payment, including the amount of Fees, shall apply to the Customer at the beginning of the next Subscription Period. ZWD undertakes not to change the terms of payment, including the amount of Fees, without a material reason. A material reason is in particular a significant improvement of the Services or a change in their scope.
  15. CONFIDENTIALITY
    1. Both ZWD and the Client undertake not to distribute or make available the Confidential Information to any third party without the prior express consent of the other Party, and undertake to keep the Confidential Information strictly confidential.
    2. The obligation to maintain confidentiality and its protection contained in these Regulations applies regardless of whether the Confidential Information was provided orally, in writing or in any other form or form and whether it was marked as confidential.
    3. Access to Confidential Information may only be granted to persons who need such information for the proper implementation of the purposes of the Agreement and who have been informed of the confidential nature of the information and the obligations arising from this point of the Regulations.
    4. The obligation of confidentiality referred to in this point of the Regulations applies to the duration of the Agreement and the period of 5 (five) years from the date of its expiration as a result of termination, notice of termination, withdrawal or as a result of the expiry of the period for which it was concluded.
    5. In the event of disclosure of information deemed confidential, the Party whose rights have been violated has the right to charge the other Party with a contractual penalty of PLN 50,000.00 (fifty thousand) and, in the event of damage exceeding this amount, also the right to claim additional compensation under the terms of the Civil Code up to the amount of the damage actually suffered.
    6. The Client consents to the use by ZWD of materials prepared on the basis of individual Agreements concluded on the basis of the General Terms and Conditions for the promotional purposes of ZWD (in particular the portfolio), provided that these materials do not disclose the Client’s Confidential Information.
  16. CUSTOMER DATA SECURITY
    1. ZWD will not use the copyrights or industrial property rights of the Client to create new products and services.
    2. ZWD undertakes to immediately deliver to the Client, upon his request, without leaving any copies, all data or documentation and other materials in his possession, issued for the purpose of performing the Agreement, and shall submit, upon the Client’s request, a declaration of fulfillment of this obligation in writing. The Client declares that he is aware that the request to deliver the above materials during the term of the Agreement will prevent ZWD from performing the Agreement in full.
    3. ZWD undertakes to enable the Client to copy the above-mentioned materials from the Application within 60 (sixty) days from the date of expiration of the Agreement or termination of the Client’s use of the Services.
  17. ENTRUSTING THE PROCESSING OF PERSONAL DATA
    1.  In connection with the performance of the Agreement, the Client as the controller of personal data may entrust ZWD with the processing of personal data to the extent and for the purpose necessary to perform the Services. In such a situation, the parties will conclude a separate Personal Data Entrustment Agreement, which will specify the principles of personal data processing by ZWD.
  18. RESPONSIBILITY
    1. ZWD reserves that any actions taken by the Client based on the Content contained in the Application may be undertaken solely at the Client’s own risk.
    2. The Client has the right to claim compensation on general terms, subject to the following principles: (a) ZWD shall not be liable for lost profits (lucrum cessans) and damages that are not directly and normally related to its action or omission, (b) failure to take into account the Client’s comments regarding the Services, if the Client Coordinator contacts a person other than the ZWD Coordinator or outside Working Hours, or otherwise fails to adhere to the method of communication adopted by the Parties, (c) ZWD shall not be liable for the content or effects of disseminating the Source Materials, (d) ZWD shall not be liable for the manner of using the Application by Users or Prohibited Users, and in particular for the Client’s commercial success or lack thereof, (e) ZWD shall not be liable for the operation of malicious/harmful software (malware) illegally introduced into the Application by the User or third parties.
    3. The total aggregate liability of ZWD for non-performance or improper performance of the subject matter of the Agreement is limited in each case to the equivalent of three times the monthly Fee received by ZWD from the Client in the month preceding the claim arising from non-performance or improper performance of the subject matter of the Agreement.
    4. The mutual liability of the Parties for damages resulting from non-performance or improper performance of the Agreement is limited to the amount of the actual loss incurred and does not include lost profits (lucrum cessans).
    5. In the event of early termination of the Agreement or withdrawal from the Agreement in whole or in part, the Customer shall pay ZWD a contractual penalty in the amount of the remaining amount of Fees remaining to be paid within the Subscription Period.
  19. HIGHER POWER
    1. During the period of Force Majeure, the performance of work and the obligations of the Party, within the scope of the Force Majeure, are suspended. The suspension also applies to the liability of the Parties for failure to fulfill the contractual obligations.
    2. Each Party is obliged to immediately notify the other Party of the occurrence of a Force Majeure event.
  20. DURATION OF CONTRACT
    1. The Agreements will be concluded for the period specified in the Agreement.
    2. The Customer may terminate the Agreement by giving 3 months’ notice, subject to point 20.4. of the Agreement.
    3. ZWD may block access to the Application for the Client and Users to whom access to the Application was granted by the Client, and then terminate the Agreement with immediate effect after sending the Client an ineffective payment request if the Client fails to pay the remuneration despite a delay in payment of at least 30 days.
    4. Each Party may terminate the Agreement with immediate effect: (a) if the other Party grossly violates the provisions of the Agreement and an additional period of no less than 14 (fourteen) Business Days from the date of delivery of a written request to the Party to cease/remove the identified violation elapses without effect; (b) if the other Party repeatedly violates any provision of the Agreement.
    5. ZWD is entitled to delete User accounts, Source Materials and any data from the Application after 6 (six) months from the date of termination of the Agreement, unless the Client requests the deletion of the data at an earlier date, subject to Section 11.5.
    6. In the event of termination of the Agreement, all claims and obligations arising therefrom that arose before such termination, subject to the previous provisions of the Agreement, shall remain valid for the Parties, unless the Agreement or the Parties’ agreement provides otherwise.
    7. In the event of termination of the Agreement, the provisions of point 9.5 and point 15 shall remain in force.
  21. CHANGES TO THE PROVISIONS OF THE REGULATIONS
    1. ZWD reserves the right to change the Regulations at any time.
    2. The Client will be informed of the change of the Regulations together with an indication of the changed content of the Regulations in an e-mail message sent to the address of the Client Coordinator at least 14 days before the date of entry into force. The Regulations in their new wording shall enter into force on the date indicated by ZWD. In the event of changes to the Regulations before the date of entry into force of the changes to the Regulations, the Client shall have the right to terminate the Agreement without incurring additional costs with effect from the date of entry into force of the changes to the Regulations.
    3. If the Agreement is not terminated at the end of the Subscription Period, the new Regulations shall be binding on the Customer and shall apply to the Agreement and the General Terms and Conditions at the beginning of the next Subscription Period.
  22. FINAL PROVISIONS
    1. The Regulations shall apply to the Customer for an indefinite period of time, subject to point 22.2. below.
    2. The agreement concluded between ZWD and the Client based on the accepted Regulations expires in the event of its termination or expiration, in connection with the implementation of which administrative accounts and User accounts were created for whom access to the Application was granted by the Client. In such a case, ZWD immediately blocks access to the aforementioned accounts and Services.
    3. Access to the Services and Applications, in particular administrative accounts and User accounts, will be blocked if the client fails to perform the actions necessary for Activation within 48 hours from the moment of registration.
    4. ZWD has the right to terminate the Agreement with immediate effect, which will result in blocking the Client’s access to the Application, if the Client grossly violates the provisions of these Regulations.
    5. Neither Party may assign receivables or enter into a debt assumption agreement arising from the Agreement without the prior written consent of the other Party.
    6. The law applicable to the obligations arising from these Regulations shall be Polish law. Any disputes related to the Regulations shall be subject to Polish common courts. The Parties shall make every effort to resolve any disputes arising from or related to the Agreement amicably. In the event that the Parties are unable to resolve the dispute amicably within one month, such dispute shall be submitted for final resolution to the common court having jurisdiction over the seat of ZWD.
    7. If any provision of the Regulations proves to be invalid in whole or in part, ineffective or unenforceable, only such provision shall remain invalid in whole or in part, ineffective or unenforceable, and the remaining provisions shall remain in force. The Parties undertake to replace, through negotiations in good faith, the invalid in whole or in part, ineffective or unenforceable provisions with provisions whose legal force and economic effect are as close as possible to the provisions being replaced.
    8. These Regulations enter into force on 11/09/2024.