Terms and Conditions of Service Provision dated 09.10.25

Quarticon Terms and Conditions dated 9 October 2025 (General Terms and Conditions of Service Provision)

Definition of Operator

Operator – an entity providing Services Quarticon – Centraals Europe SA based in Warsaw, al. Jana Pawła II 22 00-133 Warszawa, entered in the register of entrepreneurs kept by the District Court for the Capital City of Warsaw, 13th Commercial Division of the National Court Register, under KRS number: 0000520189, VAT no: PL8943055906, share capital PLN 100,000.00, paid in full;
helpdesk: helpdesk@quarticon.com
www: quarticon.com

REGULATIONS

These Regulations, along with attachments, apply to all Services provided by the Operator starting from October 9, 2025, and prior to that date.

The condition for using the Services provided by the Operator is to familiarize oneself with the Regulations, Privacy Policy, Anti-Spam Policy, and the Data Processing Agreement, to accept all their provisions, and to commit to using the Services in accordance with their provisions.

Upon entering into the Agreement between the Operator and the Client, the Client accepts the provisions of the Order Form, Offer, Price List, and Regulations along with attachments, or any other documents constituting part of the Agreement.

Only entrepreneurs may be Clients. The Client ensures that the subject of the Services has a professional character directly resulting from the subject of their business activity.

If the Client does not accept any of the provisions of the Regulations, Privacy Policy, Anti-Spam Policy, or the Data Processing Agreement, they should not use the Services provided by the Operator.


§ 1. Definitions

All terms written in capital letters whose meaning has been defined in § 1 should be understood as outlined below (referring to the Regulations, attachments to the Regulations, Order Form, Offer, and Price List).

General Definitions:

Services Provided by the Operator:

Definitions Used to Describe Services Provided by the Operator:


§ 2. Ordering the Service

1. A party interested in using the Operator’s Services may: (i) contact a representative of the Operator to agree on the terms of using selected Services; (ii) place an order for a specific Service by filling out the Order Form available on the Operator’s website.

2. The Agreement for the Service is concluded via tools located on the Operator’s website in the following steps: filling out the order form for the Service with true and current Data, accepting the Order Form provided by the Operator at the specified email address, accepting the provisions of the Regulations and the Price List, which are integral parts of the Service Agreement.

3. Returning the signed Order Form or accepting the Order Form by the Client in the body of the email is tantamount to accepting the Offer along with the Price List and Regulations along with attachments.

4. At the moment the Order Form is sent back by the Client and accepted by the Operator, an Agreement is made between the parties.

5. The content of the Order Form, Offer, Price List, and Regulations along with attachments constitutes the content of the Agreement concluded between the Client and the Operator.

6. The Agreement may also be concluded in another way agreed upon by the Operator or the Operator’s representative and the Client.


§ 3. Subscription

1. Upon entering into the Agreement, the Operator grants the Client access, on a Subscription basis, to use the Service for the duration of the Agreement with the functionalities resulting from the Subscription chosen by the Client.

2. As part of utilizing the Subscription, the Client is entitled to: (i) install Scripts in the Service; (ii) use the System only in the form of executable code as an element of the Service.

3. The Client is not entitled to: (i) modify, add, adapt, translate, or create derivative works of the software or part of the software based on the Script or System; (ii) use functionalities not covered by the selected Subscription; (iii) perform reverse engineering, code reproduction, decompilation, disassembly, or other activities aimed at discovering the source code of the System or Script; (iv) transfer any rights to use the Subscription, either in part or in whole; (v) modify, copy, or transfer Scripts and the System.

4. The conditions pertaining to the use of the Subscription apply to all patch versions, fixes, derivatives, updates, and upgrades that the Client is entitled to use under the Agreement.

5. In the event of any breach of this paragraph by the Client, the Operator reserves the right to impose a contractual penalty of 25,000 Euros for each violation. The Operator is entitled to seek compensation exceeding the specified penalty.


§ 4. Implementation

1.The Operator performs the Implementation involving the integration of the Service and the System according to the established scope of implementation within the chosen Subscription. The scope of implementation includes a complete, closed list of all functionalities selected for integration. The scope cannot be changed once the implementation process has started. Additional functionalities or changes reported for implementation after the scope has been approved will be considered as providing an additional IT service, subject to a separate quote and schedule.

2. Before commencing the Implementation, the following steps must be taken: (i) the Client must provide the Client Product Catalog within 7 days from the conclusion of the Agreement; (ii) the Operator must accept the correctness of the Client Product Catalog; (iii) the Client must correctly install the Scripts in the Service; (iv) the Operator must grant access to the Administrative Panel, from which the Client can manage the Services provided by the Operator.

3. The Client agrees to cooperate with the Operator throughout the entire Implementation process.

4. To ensure the smooth execution of the Implementation, the Client commits to provide all necessary information needed for the Implementation of the given Service within two business days after receiving a request from the Operator. Failure to respond within the specified timeframe may result in the postponement of the Implementation date commensurate with ongoing work within the implementation team. In the case of severe lack of contact (beyond one month), the Implementation Service will be deemed completed without remarks and accepted, and an invoice for the Service will be issued according to the Agreement.

5. The Client undertakes to accept the Implementation (accept or report corrections) in the following manner: (i) The first step “Reporting all errors and deviations from the established scope of functionalities” – the opportunity to report a list of errors and suggestions for corrections within three business days from being informed about the completion of the Implementation. If no corrections or acceptance from the Client are sent within this timeframe, the service will be deemed completed without remarks and accepted, and an invoice for the service execution will be issued according to the Agreement. (ii) The second step “Verification of implemented corrections” – the Client will accept the corrections made based on the list from the first step. (iii) Post-implementation support – from the date the Client is informed about the completion of the corrections, a free 14-day post-implementation support period begins, during which the proper functioning of the implemented functionalities will be monitored and any errors or malfunctions occurring during the operation of the implemented Services will be corrected. Following the free post-implementation support period, work requiring technical support will be treated as providing an additional IT Support service.


§ 5. Additional Services

1. The Operator provides additional services.

2. Additional services include, but are not limited to, the necessity for re-implementation and additional IT technical support.

3. IT technical support is performed at the Client’s request for the purpose of implementing changes and dedicated functionalities that are outside the scope of the Subscription.

4. Re-Implementation is carried out at the Client’s request for the integration of the Service and the System due to, for example, significant technological changes in the Service or the need to implement new functionalities.

5. The Operator will make every effort to respond to the Client’s inquiry regarding Additional Services by presenting a commercial offer no later than within seven business days and will proceed with the execution of the additional service after accepting the commercial offer and receiving a separate order from the Client.

6. The basis for quoting additional services will be the rate per started person-hour of work according to the Price List.


§ 6. Administrative Panel

1. As part of the Subscription, the Operator enables the Client to access the Administrative Panel, generating an ID for the Client, with the password set by the Client.

2. The Client is responsible for protecting their ID and password from being disclosed to unauthorized persons. The Client is solely responsible for the consequences resulting from their ID or password and their inadequate protection.

3. In the event of disclosure of the ID or password to unauthorized persons, the Client should immediately inform the Operator of this fact.

4. Through the Administrative Panel, the Client can manage the Services within the purchased Subscription.

5. The Administrative Panel will contain suggestions regarding the configuration of Services. The Administrative Panel also allows access to information about the effectiveness of the System’s operation as well as statistics and reports.


§ 7. Client Declarations

1. The Client commits to:

(i) installing the Scripts. The Operator will provide the Client with the Scripts via the Administrative Panel or another communication channel. The Client is responsible for the installation of the Scripts throughout their entire Service. The Operator will provide technical support for the installation of the Scripts. Failure to install the Scripts within the designated time may result in the postponement of the Implementation date in accordance with the ongoing work within the implementation team. If the Scripts are not installed within 14 (fourteen) days from their availability to the Client, the Implementation Service will be deemed completed without remarks and accepted, and an invoice will be issued for the Service according to the Agreement.

(ii) providing the Client Product Catalog. The Client Product Catalog will be automatically retrieved by the System based on information posted in the Client’s Service. The Client Product Catalog must be updated by the Client at least once every 24 hours. The current catalog must be available no later than 04:00 CET. In case of any issues in retrieving the data, the Client must promptly provide the Client Product Catalog, which should comply with the current technical specifications of the System’s product catalog. The Operator is not responsible for any irregularities resulting from the failure to provide the Client Product Catalog, its outdated status, or non-compliance with the System’s technical specifications.

(iii) promptly informing about any changes to the data provided in the Order Form, particularly concerning Contact Persons, addresses, contact information, and other data necessary for mutual communication;

(iv) reporting Failures to the email address provided in the header of these Regulations. The Failure report should include a description of the Failure according to the guidelines and specify the contact person on the Client’s side with technical knowledge and factual knowledge regarding the Failure, who will support the Operator in troubleshooting the Failure. The Operator will resolve Failures for which the Operator is responsible as quickly as possible. If the Failure is not resolved within forty-eight calendar hours from the moment of starting the troubleshooting, the Operator’s remuneration for providing Services will be reduced by 1/30 of the average monthly remuneration of the Operator from the last three months for each initiated 24 hours of the Failure beyond the mentioned 48 hours.

2. The Client ensures that:

(i) they are authorized to use the Service in a manner that allows consent for the installation and operation of the Scripts;

(ii) they consent to the publication of information regarding the conclusion and duration of cooperation with the Operator, including the use of the Client’s logo for this purpose by the Operator;

(iii) for the entire duration of the Agreement, the Service will be running and operational;

(iv) for the entire duration of the Agreement, the Scripts will be properly installed throughout the Service;

(v) they have informed users that the Service uses cookies related to user behavior studies, that the information collected by cookies may be combined with other information and personal data of the user, they have obtained consent from the users for processing their personal data, particularly email addresses and purchasing preferences, to display to the user purchasing recommendations provided by the Operator, and consequently are authorized to provide the Operator with data identifying the user (e.g., email address) for the purposes of the Operator providing Services, and have obtained consent from users for sending them commercial information via the selected communication channel.


§ 8. Operator Declarations

1. The Operator declares that:

(i) it does not provide any assurances regarding the efficiency of the System, particularly regarding the increase or generation of a specific level of profits for the Client;

(ii) for the proper provision of Services through the Scripts, the Operator will collect, store, and analyze Statistics. The Operator ensures that the Statistics will be anonymized and, to the best of its knowledge, will not constitute personal data as defined by Polish law. The collection, storage, and analysis of Statistics will be conducted in a manner ensuring the security of these Statistics. The Operator will be the entity entitled to the collected Statistics and the results of their analysis, with the right to share, sell, and otherwise commercially utilize them, provided that the Statistics will not indicate a specific source of origin. The Operator will be the exclusively authorized entity to the database containing the Statistics;

(iii) it will perform maintenance and updates of the System in a manner that is as minimally burdensome as possible for the quality and continuity of Service provision. The Operator reserves the right to interrupt the provision of Services every Thursday between 2:00 AM and 4:00 AM CET.

2. The Operator is not responsible for:

(i) disruptions, errors, or lack of continuity in Service provision caused by disturbances occurring in the IT environment where the Scripts will be installed;

(ii) technical failures beyond the infrastructure of the Scripts or System operations;

(iii) other actions of the Client or third parties providing products or services to the Client, particularly those resulting from technical faults, computer failures, or other device issues affecting the Client or such third party.

3. The Operator’s liability arising from the Agreement is limited to the actual damage incurred by the Client (loss of profits is excluded from compensation) and to an amount not exceeding three times the average monthly remuneration paid by the Client to the Operator in the last three months.

4. The Operator assures that the exercise of any rights granted to the Client under the Agreement does not infringe any intellectual property rights, particularly industrial property rights, copyrights, or any other exclusive rights belonging to third parties. The Operator affirms that all intellectual property rights related to the Scripts and the System belong to the Operator and that they are free from any third-party rights. Furthermore, there are no grounds for third parties to assert claims to these rights in the future. The Operator is not liable for infringement of intellectual property rights in connection with the Client’s use of the Scripts in a manner inconsistent with this Agreement, particularly in conjunction with any equipment or programs not provided by the Operator.

5. The Operator informs that the use of Services involves the transmission of data via the public Internet network and is subject to the risks associated with the use of the Internet by any of its users, particularly related to malicious software, such as viruses, Trojan horses, and worms. To minimize such risks, the Client should use up-to-date antivirus software and protect login credentials and passwords for accessing the Service.


§ 9. Compensation

1. The compensation due to the Operator will arise from the Agreement. If any elements of the compensation are variable, the remuneration will be calculated solely based on information collected by the System.

2. For the Services rendered, the Client will pay the Operator the remuneration specified in the Agreement according to the timeline indicated therein.

3. The dates for issuing VAT invoices will be specified in the Agreement.

4. Settlements between the Operator and the Client will be based on Commercial Credit. The amount of the Commercial Credit is set individually by the Operator based on an analysis of the Client’s needs and payment capabilities. The Operator will decide the amount of the Commercial Credit, its modification, or revocation.

5. Payments will be made in the currency specified in the Agreement, to the bank account of the Operator indicated on the invoice. The day of payment is considered the day the payment is credited to the Operator’s bank account. The transfer title should include the invoice number. If the Client does not adhere to the guidelines regarding the suggested title, the Operator is released from responsibility for errors or delays in processing payments.

6. The Operator will issue invoices in electronic form and send them to the email address provided in the Agreement. Acting under the Act of March 11, 2004, on Goods and Services Tax (Dz. U. z 2017 poz. 1221, as amended) article 106n, the Client hereby agrees to receive invoices, their duplicates, and corrections electronically from the Operator and commits to inform the Operator in case of a change of the email address.

7. All commissions or fees related to the execution of payments for Services are borne by the Client.

8. After the payment deadline for a VAT invoice, if it remains unpaid in full or if the balance limit is exceeded, the Client’s ability to use the Service may be restricted.

9. For each day of delay in payment of the VAT invoice, the Operator has the right to add a Service Maintenance Fee to the next VAT invoice, at a contractual rate of 0.041% of the total amount of the VAT invoice (15% annually) for each day of delay. The number of days of delay is equal to the difference between the payment deadline and the date of full payment of the invoice. Unless otherwise agreed, partial payment of the VAT invoice does not reduce the number of days of delay. Additionally, the Operator is entitled to demand interest according to applicable legal provisions for the Client’s failure to meet the payment deadline.

10. After 14 days past the payment deadline for a VAT invoice, if it remains unpaid in full, the Operator reserves the right to temporarily suspend Services after prior notification of this fact to the Client via email and requesting payment of the overdue remuneration within the next 3 calendar days. If the Client does not pay the overdue remuneration within this additional timeframe, the Operator may terminate the Agreement with immediate effect due to the Client’s fault for arrears in payments.

11. Suspension or restriction of Services for reasons attributable to the Client does not exempt the Client from paying the full remuneration due to the Operator.

12. Furthermore, the Agreement, concerning elements of the Operator’s variable remuneration, may reference the following criteria: (i) number of page views (PV) – the total number of views of all pages in the Client’s Service in a given calendar month, identified by the Scripts; (ii) size of the mailing database – the number of Client Contacts in the Client Panel; (iii) CPM – unless otherwise specified in the Agreement, the Operator’s remuneration will be calculated as the product of the number of views of Recommendation Frames or Product Creations and the amount specified in the Order Form; (iv) CPS – unless otherwise specified in the Agreement, the Operator’s remuneration will be calculated as the percentage of the gross value of Purchases After Recommendation and/or Transactions indicated in the Order Form.

13. In cases where remuneration is dependent on the above variables, the Price List, which is part of the Agreement, will specify numerical ranges linking the Operator’s remuneration to these variable criteria. If changes to variable elements occur during the term of the Agreement, this will result in adjustments to the amount of remuneration. The new amount will be due starting from the month in which the change occurs.

14. If the Client pays remuneration in advance for a period longer than three months, and if during the period for which the payment was made in advance, the variable element increases by more than 30% from the value specified in the Order Form, the Operator will have the right to charge additional remuneration according to the specified numerical ranges in the Price List constituting part of the Agreement, for the period starting from the month when the change occurred. The amount of additional remuneration will be determined based on the Price List while maintaining any discounts granted for advance payments.

15. Should the Client during the term of the Agreement: (i) not undertake actions necessary for the Operator to commence providing Services from the Planned Activation Date; (ii) uninstall the Scripts from the Service despite no existing Failure; (iii) not reinstall the Scripts in the Service within 48 hours after a Failure has been resolved; (iv) in any other way hinder the Operator from providing Services (e.g., blocking the System’s IP address);

then the Operator is entitled to the full remuneration specified in the Agreement, and if the Client’s actions prevent the agreed remuneration from being applied in the Agreement, the Operator will have the right to calculate a monthly remuneration based on the average remuneration from the last 3 months preceding the occurrence of any of the aforementioned events, proportionally for the period during which the Service could not be provided. The Operator will inform the Client about the occurrence of such an event and will call for cessation of actions inconsistent with the Agreement. The Operator has the right to charge an additional fee of 50 Euros for each day that any of the events described in items (i) – (iv) occur.

16. In the event of termination of a fixed-term Agreement by the Operator due to gross violations of the Agreement by the Client, the Client will not have the right to request a refund of any advance payments.

17. During the term of the Agreement, the Client may not downgrade their Subscription Plan to a lower one.

18. The Operator will annually adjust the level of remuneration resulting from the Agreement based on the current positive consumer price index for the past year, as published by the President of the Central Statistical Office. The adjustment will be implemented via unilateral notification from the Operator to the Client informing about the modification (adjustment) of the remuneration, starting from the next billing period.


§ 10. Duration of the Agreement

1. The Agreement is concluded for an indefinite period unless other arrangements arise from its content.

2. In the case of Agreements concluded for a definite period, after the expiration of the term, the fixed-term Agreement automatically converts into an indefinite Agreement under the terms resulting from the currently applicable Price List, unless the Client informs in writing, no later than three months before the end of the duration of the fixed-term Agreement, that they do not wish to extend the term of the Agreement.

3. The duration of the Agreement is counted from the date of activation of the first Service, but no later than starting from the day that falls 30 days from the Planned Activation Date.

4. Either Party may terminate the indefinite Agreement in writing with a 3-month notice period, effective at the end of the last full monthly billing cycle, provided that the Agreement may not be terminated during the first full three calendar months of its duration (this period does not include any potential trial period).

5. Either Party may also terminate the Agreement in writing with immediate effect in cases of gross violation of the Agreement’s provisions by the other Party.

6. The Operator will be entitled to terminate the Agreement immediately in cases of: (i) installation of the Script on websites containing content that is inconsistent with applicable laws in Poland; (ii) unauthorized changes made by the Client to the Script installed in the Service without the Operator’s consent; (iii) delay in payment by the Client for more than 14 days (counting from the oldest invoice) after a prior unsuccessful request for payment within 3 days; (iv) repeated use by the Client of the same data from the System while bypassing the System.

7. If the Operator terminates the Agreement during a fixed term due to the Client’s fault, the Client will be charged a contractual penalty equivalent to the discount the Client received on the Subscription Fee and the implementation package, as well as the amount of the Subscription Fees remaining to be paid until the end of the fixed term of the Agreement.

8. In the case of termination of the Agreement: (i) the Client must immediately cease using the Scripts, specifically uninstalling the Scripts from the Service without delay; (ii) the Parties should settle any outstanding payments mutually; (iii) the Operator will disable all Services that were the subject of the Agreement within 48 hours.

9. An Agreement concluded for a fixed term cannot be terminated by the Client.

10. The Operator reserves the right to refuse to conclude a Service Agreement. In case of refusal to enter into the Agreement, the Client will not be charged any fees.


§ 11. Personal Data

1. The Operator is the administrator of personal data provided by the Customer in the Order Form.

2. The personal data provided by the Customer is given voluntarily and will be processed by the Operator solely for the purpose of providing Services and issuing VAT invoices.

3. Data processing will take place both on paper and in automated computer systems. Providing personal data is always voluntary; however, it is also necessary for the proper provision of Services and performance of the Agreement.

4. If the Customer consents, the data will also be processed for marketing and advertising purposes (e.g., receiving information about the Operator’s products and services), including receiving such information in the form of e-mails.

5. The person whose data is being processed has the right to access and correct their data, the right to request restrictions on their processing and export. This person also has the right to request the cessation of data use, to withdraw their consent to personal data processing, to object, and to request the deletion of processed data.

6. Personal data will be stored for the duration of the Agreement and, after its termination, for the purposes of:
(i) pursuing claims related to the performance of the Agreement;
(ii) fulfilling obligations arising from legal regulations, particularly accounting and tax regulations;
(iii) preventing abuse and fraud;
(iv) statistical and archival purposes;
(v) for a maximum period of 10 years from the date of completing the Agreement.

7. Personal data for marketing purposes will be stored until consent for their processing is withdrawn. The execution of the Agreement requires the Parties to exchange personal data of Contact Persons. To comply with the informational obligations of the GDPR, the Party transferring the personal data of Contact Persons agrees and is authorized to inform the Contact Person on behalf of the Party receiving the personal data in accordance with the scope of Article 14 of the Polish GDPR Law.


§ 12. Final Provisions

1. The Operator reserves the right to change the Regulations. Changes come into effect at the time explicitly indicated by the Operator, but not earlier than 7 calendar days after their announcement. The new version of the Regulations is valid until amended. The Operator reserves the right to make changes to the Regulations at any time. Effective notification of a change in the Regulations is understood as publication in the Operator’s Blog system.

2. If any provision of the Regulations proves to be legally ineffective or invalid in whole or in part, this shall not affect the validity and enforceability of the remaining provisions of the Regulations.

3. Any disputes arising from or related to the Regulations or other documents constituting the content of the Agreement will be resolved amicably by the Parties, and if amicable resolution is not possible, the competent authority for its resolution will be the Polish common court locally competent for the Operator’s registered office.

4. Attachments to the Regulations are an integral part thereof.

5. In matters not regulated herein, relevant provisions of Polish law universally applicable shall apply.

The regulations are effective as of 9 October 2025.

The previously effective document is available here.