General Terms and Conditions of 1 July 2021
Rules and Regulations of 1 July 2021 (General Terms of Service)
These Rules and Regulations with appendices apply to all Services provided by QuarticOn.
Once an Agreement between QuarticOn and the Customer is concluded, the Customer shall accept the provisions of the Order Form, the Proposal, the Price List and the Rules and Regulations with appendices and other documents constituting part of the Agreement.
The Customer must be a business. The Customer shall make sure the subject of Services is professional and directly associated with the purpose and range of activities carried out by the Customer.
§ 1. Definitions
All capitalised items defined in § 1 should be interpreted as follows (refers to the Rules and Regulations, appendices thereto, the Order Form, the Proposal and the Price List).
Subscription – access to a Service including selected features purchased by the Customer as part of the Agreement;
Price List – a document specifying the amounts payable for the Services provided by QuarticOn;
Order Form – a document for placing orders for QuarticOn Services, with the Proposal and the Price List constituting part thereof;
Customer – a business using paid QuarticOn services;
Proposal – a proposal of the provision of a Service by QuarticOn containing a detailed description of the Service and its features;
Contact Person – a natural person identified by the Customer in the Order Form, representing the Customer in contacts with QuarticOn;
Anti-Spam Policy – a document regulating QuarticOn’s policy regarding the distribution of unsolicited commercial messages through the System. The Anti-Spam Policy constitutes Appendix No. 1 to the Rules and Regulations. By accepting the Rules and Regulations, the Customer simultaneously accepts the Anti-Spam Policy;
QuartiOn – the Service-providing entity, QuarticOn S.A., whose registered office is in Warsaw, Al. Jerozolimskie 123a, 02-017 Warszawa, entered in the register of entrepreneurs kept by the District Court for the City of Warsaw, 12th Commercial Division of the National Court Register under KRS No. 0000715276, Tax Id. No. (NIP) 5213608082, share capital PLN 241,560.00, paid up in full;
Rules and Regulations – these Rules and Regulations applicable to all Services provided by QuarticOn;
Website – a website or application owned by the Customer referred to in the Agreement;
System – software created by QuartiOn which enables the provision of Services;
Agreement – agreement concluded by and between QuarticOn and the Customer consisting of the Order Form, the Proposal with the Price List and the Rules and Regulations with appendices or other documents, as applicable. Rules and Regulations with appendices is an obligatory element of the Agreement;
The Personal Data Processing Agreement – agreement in which the Customer entrusts QuarticOn with the processing of Data. The Personal Data Processing Agreement constitutes Appendix No. 3 to the Rules and Regulations. By accepting the Rules and Regulations, the Customer enters into a Personal Data Processing Agreement with QuarticOn;
Services – the services provided by QuarticOn;
The services provided by QuarticOn:
Helpdesk – IT support from QuarticOn in the case of a Technical Issue reported by the Customer;
Marketing Automation – a marketing service addressed to the Website user, provided through the System, including, i.a. email messages sent via a selected contact channel, displaying banners and pop-ups, and segmentation. The detailed range of services and features available to the Customer as part of the Marketing Automation service shall depend on the Subscription chosen by the Customer;
Product Recommendations – the provision of information about products or services to the Customer Website to be displayed to the Website user in the Recommendation Frame according to specific rules applicable to product selection logic and the form of data transmission, as well as other related services and features; the detailed scope of features available to the Customer as part of the Recommendation service shall depend on the Subscription chosen by the Customer;
Smart Search – a service addressed to the Website user, provided through the System, including, i.a., searching for and recommending products/goods of the Customer on the basis of data entered by the user. The detailed range of services and features available to the Customer as part of the Recommendation service shall depend on the Subscription chosen by the Customer;
IT technical support – additional service provided by QuarticOn enabling the deployment of changes and dedicated features as ordered by the Customer which are not included in the Subscription;
Deployment – a service provided by QuarticOn for the purpose of integrating the Website and the System according to the selected Subscription;
Definitions used to describe the Services provided by QuarticOn:
Technical Issue – a critical error making it impossible to use all or some of the features of the System;
Customer Product Catalogue (feed) – the database containing information about the range of products and services offered and available at the Website, providing at least the ID, URL, status and price of products or services, and any other information specific to products or services;
Click – user’s action recorded by the System consisting of clicking on the Recommendation Frame, a link in the Smart Search window or SERP and/or Product Creation;
Contact – a Website user which has an identified contact channel, e.g. an email address, and is processed in the System for Marketing Automation purposes;
Product Creation – a piece of information about Customer products or services, including a direct link to the relevant product’s, product list’s or service’s website, or to the Website, displayed online outside the Website or delivered to the recipient using Marketing Automation. This includes, in particular, newsletters, cyclic emails and graphic banners;
Administration Panel – the online service which allows the Customer to manage the features of Services provided as part of the Subscription;
Planned Launch Date (PLD) – the date stated in the Order Form. The Planned Launch Date is the date on which the Service will be launched, provided that the Customer has fulfilled the conditions laid down in the Rules and Regulations;
Recommendation Frame – a piece of information about Customer products or services, including a direct link to the relevant product’s, product list’s or service’s website, displayed or processed at the Website with an active Recommendation service provided in the System as part of the the Subscription. A special case of a recommendation frame is a list of products provided by a store browser;
Scripts – programming-language codes necessary for Service provision within the selected Subscription and designed to be installed in the Website code;
Statistics – information about web traffic referring to the Service collected by Scripts on a given website and/or Website;
Transaction – the purchase of any product or service by the Website user within up to 30 days of from the Click on Product Creation;
Post-Recommendation Purchase – the purchase of a product or service, as shown in the Recommendation Frame, by the Website user within 30 days from the Click on that product or service in the Recommendation Frame;
Post-Search Purchase – the purchase of a product or service, as shown in the Smart Search window or the Search results page, by the Website user within 30 days from the Click on that product or service after finding the product through Smart Search;
§ 2. Ordering a Service
- An entity interested in using QuarticOn Services may:
(i) contact a QuarticOn representative in order to arrange the conditions of using selected Services;
(ii) submit an order for a given Service by completing an Order Form available on the QuarticOn website https://quarticon.com/en/.
- Sending the Order Form is equivalent to accepting the Proposal with the Price List and the Rules and Regulations with appendices.
- An Agreement is concluded between the parties once the Order Form is sent by the Customer and accepted by QuarticOn.
- The Order Form, the proposal, the Price List and the Rules and Regulations with appendices constitute the Agreement between the Customer and QuarticOn.
- The Agreement may also be concluded in a different manner as agreed between QuarticOn or a QuarticOn representative and the Customer.
§ 3. Subscription
- Upon the conclusion of the Agreement, QuarticOn shall provide the Customer with Access, on a Subscription basis, to use the Service throughout the term of the Agreement in respect of the features covered by the Subscription selected by the Customer.
- As part of the Subscription, the Customer may:
(i) install Scripts on the Website;
(ii) use the System only in the form of an object code as an element of the Website.
- The Customer may not:
(i) modify, add, adapt, translate or create any works deriving from the software or a piece thereof based on the Script or the System;
(ii) use any features beyond the scope of the Subscription;
(iii) reverse engineer, decompile or disassemble source code, or otherwise try to identify the System’s or Script’s source code;
(iv) transfer any rights to use the Subscription in whole or in part;
(v) modify, copy or move the Scripts and the System.
- In the event of a violation of any provision of this clause by the Customer, QuarticOn reserves the right to charge a contractual penalty for each non-compliance, amounting to EUR 25,000. QuarticOn has the right to claim compensation in excess of the aforementioned penalty.
§ 4. Deployment
- QuarticOn shall carry out a Deployment consisting of integrating the Website and the System according to the deployment range within the selected Subscription; The deployment range covers a full, exhaustive list of all features selected for deployment. The deployment range may not change after the start of the deployment process. Additional features or changes submitted for deployment, after their range is accepted, shall be regarded as the provision of an additional IT service subject to separate pricing and schedule.
- The following steps must be taken before commencing the Deployment:
(i) the Customer has provided the Customer Product Catalogue within seven (7) days of concluding the Agreement;
(ii) QuarticOn has accepted such Customer Product Catalogue;
(iii) the Scripts have been properly installed on the Website;
(iv) the Customer has been granted access to the Administration Panel to manage QuarticOn’s services.
- The Customer shall cooperate with QuarticOn throughout the Deployment process.
- For the smooth Deployment, the Customer shall provide all information necessary for the Deployment of a given Service within two working days from receiving a query from QuarticOn. The lack of response within the said time limit may cause a postponement of the Deployment date corresponding to the work progress in the deployment team, and in the case of significant lack of contact (for over a month), the Deployment Service shall be considered performed and accepted with no reservations, and an invoice shall be issued for the Service in line with the Agreement.
- The Customer shall accept the Deployment without reservations (or submit improvements) in the following manner:
(i) Step one – “Reporting all errors and deviations from the agreed range of features” – an option of reporting a list of errors and suggestions for improvements within three working days of informing the Customer of a completed Deployment. If improvements or Customer’s acceptance are not submitted within this time limit, the service shall be considered performed and accepted with no reservations, and an invoice shall be issued for the Service in line with the Agreement.
(ii) Step two – “Verification of the introduced improvements” – Customer’s acceptance of the improvement introduced on the basis of the list from step one.
(iii) Post-Deployment Maintenance – from the day of notifying the Customer of the completed Deployment of improvements there is free-of-charge post-deployment maintenance period lasting fourteen calendar days to monitor the proper operation of the introduced features and correct any errors and defects in the deployed Services. After the free-of-charge post-deployment maintenance period, any work requiring technical support shall be considered additional IT Technical Support services.
§ 5. Additional services
- QuarticOn shall provide additional services.
- These shall be deemed to include, i.a., redeployment and additional IT technical support.
- IT technical support shall be provided at the Customer’s request in order to deploy changes and dedicated features not included in the Subscription.
- Redeployment shall be provided at the Customer’s request in order to integrate the Website and the System due to, e.g., significant technological changes ton the Website or the necessity to deploy new features.
- In such an event QuarticOn shall make all efforts necessary to respond to the Customer’s query regarding Additional Services by providing the Customer with a commercial proposal within seven working days, and shall commence the performance of the additional service once the Customer has accepted the commercial proposal and placed a separate order.
- Additional services shall be priced at the rate per each man-hour of work commenced, as provided in the Price List.
§ 6. Administration Panel
- As part of Subscription, QuarticOn shall grant the Customer with access to the Administration Panel by providing them with a Customer ID, and the Customer shall set their password.
- The Customer shall be responsible for the protection of their ID and password against unauthorised access. The Customer shall bear sole responsibility for the consequences of disclosing their ID or password and for their undue protection.
- In the event of unauthorised access to their ID or password, the Customer shall immediately notify this to QuarticOn.
- Through the Administration Panel the Customer may manage Services within the purchased Subscription.
- The Administration Panel shall feature suggestions on Service configuration. Through the Administration Panel, the Customer can also access information about the System’s efficiency as well as statistics and reports.
§ 7. Customer’s representations
- The Customer shall:
(i) install the Scripts. QuarticOn shall provide the Customer with Scripts via the Administration Panel or other communication channel. The Customer shall be responsible for Script installation across their Website. QuarticOn shall provide the Customer with technical support to install Scripts. A failure to install Scripts within the said time limit may cause a postponement of the Deployment date corresponding to the work progress in the deployment team, in the case of a failure to install the Scripts within 14 (fourteen) days of their provision to the Customer, the Deployment Service shall be considered performed and accepted with no reservations, and an invoice shall be issued for the Service in line with the Agreement;
(ii) provide access to the Customer Product Catalogue. The Customer Product Catalogue shall be downloaded by the System automatically based on the information published on the Customer’s Website. The Customer shall updated the Customer Product Catalogue at least once every 24 hours. An updated catalogue must be available at 4:00 CET at the latest. Where data cannot be downloaded, the Customer shall promptly provide QuarticOn with the Customer Product Catalogue, which should be consistent with the current technical specification of the System’s product catalogue. QuarticOn shall not be held responsible for any irregularities due to the Customer Product Catalogue being unavailable, out of date or inconsistent with the System’s technical specification;
(iii) immediately inform each other of any changes to the data provided in the Order Form, in particular on Contact Persons, addresses, contact details and other data required for the parties to contact with each other;
(iv) report all Technical Issues to the email address firstname.lastname@example.org. The report shall include a description of the Technical Issue in line with the instructions (https://help.quarticon.com/en/articles/5276460-how-to-report-technical-errors-and-emergencies), and identify the contact person who has technical knowledge and knows the details of the Technical Issue to support QuarticOn in resolving it. QuarticOn shall resolve Technical Issues for which it is responsible as promptly as possible, If the Technical Issue is not resolved within forty eight clock hours from the time QuarticOn proceeded with resolving it, the amount due to QuarticOn for the provision of Services shall be reduced by 1/30 of their average monthly amount due in the last three months for each started 24-clock-hour period of continuing Technical Issues following the aforementioned 48 clock hours.
- The Customer further represents that:
(i) they have Website authorisations allowing them to enable the installation and functioning of Scripts;
(ii) they consent to the publication of information on entering into and continuing cooperation with QuarticOn, including the use of the Customer’s logo for this purpose;
(iii) throughout the Agreement the Website will be active and functional;
(iv) Scripts will be installed properly across the Website;
§ 8. QuarticOn’s representations
- QuarticOn represents that:
(i) it does not issue any warranty with regard to the efficiency of the System, and in particular with regard to increasing Customer’s profits, or generating a specific level thereof;
(ii) it shall collect, store and analyse Statistics using Scripts to be able to render Services appropriately. QuarticOn represents that Statistics will be anonymised and, according to QuarticOn’s best knowledge, such information will not include personal data as defined by Polish law. The collection, storage and analysis of Statistics will be done in such a manner as to ensure the security of such Statistics. QuarticOn shall be entitled to the Statistics collected, and to the results of analyses thereof, with the right to make them available, sell them or otherwise use them for business purposes, provided that such Statistics will not allow to identify their specific origin. QuarticOn shall be the only entity authorised to access the database containing Statistics;
(iii) it shall maintain and update the System with as little compromise on the quality and continuity of Services as possible. QuarticOn reserves the right to interrupt its Services on each Thursday between 2:00 and 4:00 CET.
- QuarticOn shall not be held responsible for:
(i) any disruptions, malfunctions or interruptions in Service provision due to disruptions in the computer environment in which the Scripts will be installed;
(ii) technical issues beyond the operational infrastructure of Scripts or the System;
(iii) other actions taken by the Customer or their third-party product or service providers, including in particular as a result of technical issues, breakdowns of computers or other devices of the Customer or such third-party providers.
- QuarticOn’s liability arising from the Agreement shall be limited to the damage or loss actually suffered by the Customer (excluding loss of profit) and three times the value of the average monthly amount paid by the Customer to QuarticOn in the last three months.
- QuarticOn represents that the exercise of any rights granted to the Customer under the Agreement does not violate any intellectual property rights, including in particular industrial property rights, copyrights and any other exclusive third-party rights. QuarticOn represents that QuarticOn holds any and all intellectual property rights in respect of Scripts and the System, and that such rights are free from any third-party rights, and that there is no basis for third-party claims to such rights in the future. QuarticOn shall not be held liable for violating intellectual property rights as a result of the Customer’s using of Scripts in breach of this Agreement, including in particular in combination with any equipment or programs not supplied by QuarticOn.
- QuarticOn advises the Customer that the use of Services involves transmission of data by means of the public Internet network, carrying with it the risks associated with the use of the Internet by any user thereof, including in particular those related to malware, such as viruses, Trojans and worms. In order to minimise these risks, the Customer should use up-to-date antivirus software and protect their Website logins and passwords from unauthorised access.
§ 9. Amount due
- The amount payable to QuarticOn shall be specified in the Agreement. Should any component of the amount due be variable, the amount shall be calculated based on information collected by the System.
- In return for Services the Customer shall pay QuarticOn the amount defined in the Agreement within the time limit specified therein.
- Time limits for invoice issue shall be defined in the Agreement.
- QuarticOn shall be authorised to claim interest in line with the applicable law due to the Customer’s failure to meet the payment deadline.
- A suspension or limitation of Services for reasons attributable to the Customer shall not release them from the obligation pay the full amount due to QuarticOn.
- Payments shall be made in the currency defined in the Agreement to QuarticOn’s bank account stated in the invoice. The payment date shall be considered to be the date on which the relevant amount is credited to QuarticOn’s bank account.
- QuarticOn shall issue electronic invoices and send them to the email address stated in the Agreement. Acting pursuant to the Good and Services Tax Act of 11 March 2004 (Journal of Laws of 2017, item 1221, as amended), Article 106n, the Customer hereby agrees to receive from QuarticOn invoices, their duplicates and corrections through electronic channels and undertakes to inform QuarticOn S.A. of changes to their email address.
- Any commissions or fees in respect of the payment for Services shall be at the expense of the Customer (except for SEPA transfers in EUR, in which case the expenses are divided equally between the sender and the recipient).
- In the event of any delay in the payment of the amount due by the Customer which is longer than fourteen calendar days, QuarticOn reserves the right to temporarily disable Services if the Customer fails to pay the outstanding amount following electronic notice to the Customer and a request for payment within the next seven calendar days.
- In addition, the Agreement may refer to the following criteria with regard to variable components of the amount due:
(i) number of unique users – the number of individual visitors to the Website in a given calendar month who are identifiable by Scripts;
(ii) size of the mailing base – the number of the Customer’s Contacts in the Customer Panel;
(iii) CPM – unless the Agreement stipulates otherwise, the amount due to QuarticOn shall be calculated as the number of Recommendation Frame or Product Creation views multiplied by the amount stated in the Order Form;
(iv) CPS – unless the Agreement stipulates otherwise, the amount due to QuarticOn shall be calculated as the percentage of the gross value of Post-Recommendation Purchases and/or Transactions, as indicated in the Order Form.
- In the case of variable-dependent amount due, the Price List constituting part of the Agreement shall specify numerical intervals corresponding to variable components of amounts due to QuarticOn. If during the term of the agreement any of the variable components change, the amount due will change. The new amount will be due from the month in which the change occurred.
- Should the Customer pay the amount due in advance for a period longer than three months and the variable component increase by more than 30% of the value defined in the Order Form in the period for which the payment was made in advance, QuarticOn shall have the right to charge extra as per the ranges provided in the Price List constituting part of the Agreement for the period starting from the month in which the change occurred. The value of the additional amount due shall be determined on the basis of the Price List, including any discounts in respect of advance payment.
- If, in the course of the Agreement, the Customer:
(i) fails to fulfil the conditions required by QuarticOn to commence Services from the Planned Launch Date;
(ii) uninstalls the Scripts from the Website despite the lack of Technical Issues;
(iii) fails to reinstall the Scripts on the Website within 48 hours from the resolution of the technical issues;
(iv) otherwise prevents QuarticOn from providing their services (such as by blocking the System’s IP), QuarticOn shall have the right to claim the amount due in full, as stated in the Agreement, and if the Customer prevents the amount due defined in the Agreement from being applied, QuarticOn may charge them a monthly amount due calculated as the average amount due for the last 3 months preceding any of the aforementioned events in proportion to the time in which the Service could not be provided, QuarticOn shall inform the Customer of any such event and request them to remedy such breach of Agreement. QuarticOn is entitled to charge an additional fee of EUR 50 for each started day on which any of the events described in (i)–(iv) above occurs.
- Where QuarticOn terminates a fixed-term Agreement due to a gross breach by the Customer, the Customer shall have no right to claim reimbursement of any amounts paid in advance.
- QuarticOn is entitled to perform the indexation of the amount due arising from the Agreement once in a calendar year on the basis of the current positive consumer price index for the previous year published by the President of Statistics Poland. The indexation shall be introduced through QuarticOn’s unilateral statement sent to the Customer notifying them of the change (indexation) of amount due starting from the next reference period.
§ 10. Term of the Agreement
- The Agreement shall be concluded for an indefinite period, unless otherwise arranged thereunder.
- In the case of fixed-term Agreements, once the fixed term of the Agreement has lapsed, the Parties shall be bound by an indefinite-term Agreement subject to the currently applicable Price List, unless the Customer informs QuarticOn in writing, at least three months before the end of the term the Agreement, that they do not wish to extend the Agreement.
- The term of the Agreement shall start from the date on which the first Service is launched, but no later than on the 30th day from the Planned Launch Date.
- Each Party may unilaterally terminate a fixed-term Agreement in writing, subject to three months’ notice effective at the end of the last full monthly reference period, with the caveat that the Agreement may not be terminated during its first full three calendar months in force (excluding a test period, if any).
- Each Party may also terminate the Agreement in writing with immediate effect in the case a gross breach of Agreement by the other Party.
- QuarticOn shall have the right to such immediate termination where:
(i) the Script has been installed on websites whose content violates applicable Polish law;
(ii) the Customer has made any changes to the Script installed on the Website without QuarticOn’s authorisation;
(iii) the Customer is in default with any payments due to QuarticOn in excess of 21 days (from the last invoice), following a payment request to the Customer with a 7 days’ time limit which the Customer has failed to fulfil;
(iv) the Customer makes multiple use of the same data from the System and bypasses the System.
- Once the Agreement has expired:
(i) the Customer shall immediately stop using Scripts, and in particular they shall promptly uninstall Scripts from the Website;
(ii) the Parties shall settle their accounts;
(iii) within 48 hours QuarticOn shall disable all Services that were the subject of the Agreement.
§ 11. Personal data
- QuarticOn is the administrator of data provided by the Customer in the Order Form.
- The Customer provides their data voluntarily and QuarticOn shall process such data for the sole purpose of rendering Services and issuing VAT invoices.
- Personal data shall be processed on paper and by means of automated computer systems. The provision of personal data is always voluntary, but necessary for the appropriate rendition of services and performance of the Agreement.
- Subject to the Customer’s consent, personal data shall also be processed for marketing and advertising purposes to provide the Customer with information on QuarticOn’s products and services, including by emails.
- The data subject may access, rectify, restrict the processing of and export their personal data. The data subject may also request desistance from use of their personal data, withdraw their processing consent, object to the processing of their personal data, and to request the erasure of such data.
- Personal data shall be stored for the term of the Agreement and thereafter for the purposes of:
(i) seeking any claims in respect of the performance of the Agreement;
(ii) fulfilling any obligations under applicable law, including in particular tax and accounting obligations;
(iii) preventing fraud and abuse;
(iv) producing statistics and archiving;
(v) for a maximum of 10 years from the date of expiration or termination of the Agreement.
- Personal data shall be stored for marketing purposes until the Customer have withdrawn their processing consent. For the purposes of performing this Agreement, it is necessary for the parties to exchange the personal data of Contact Persons. For compliance with the obligation to inform under GDRP, the party providing the personal data of Contact Persons shall commit and have the authorisation to provide the Contact Person, on behalf of the party receiving such Contact Person’s personal data, with the information referred to in Article 4 GDPR.
§ 12. Final provisions
- QuarticOn reserves the right to amend the Rules and Regulations. Amendments shall enter into force as specifically stated by QuarticOn, not earlier, however, than 7 calendar days of announcing them.
- Should any provisions of the Rules and Regulations prove ineffective or invalid, whether in full or in part, this shall be without prejudice to the validity and applicability of the remainder of the Rules and Regulations.
- The parties shall use their best efforts to resolve amicably any disputes arising from, or associated with, these Rules and Regulations or other documents constituting part of the Agreement, and where such amicable resolution is not possible, the dispute shall be referred to the Polish common court of law with territorial jurisdiction over QuarticOn’s registered office.
- Appendices to the Rules and Regulations constitute an integral part thereof.
- In matters not regulated herein, the relevant provisions of Polish mandatory legislation shall apply.
(i) Anti-Spam Policy
(iii) Personal Data Processing Agreement
The Rules and Regulations shall apply as of 1 July 2021.
The previously binding document is available here.