Definitions
The following terms will have the meanings specified below:
Acquirer - mean entity that purchases Products from StreamVX.
Directive – means the Directive by European Communities Council, dated May 14, 1991, on legal protection of computer software (91/250/EWG).
Documentation – means all documentation related to the relevant Products, including but not limited to end user’s manual, functional specifications, technical specifications, instruction of compilation anddocumentation as the result of error fixing.
GT&C – this document of General Terms and Conditions.
Improvements – means any change in source code of the Products, whenever such change relates to (i) core of the Products or not, or any change, which is not related to source code of the Products,where such changes results in preparing of (and) language version of the Products, (ii) adaptations to local law requirements, (iii) adaptations to the Acquirer’s requirements, (iv) modernization of database software, (v) removal of software errors, (vi) adaptations to any change of software and hardware environment, (vi) interfaces to other software and (vii) modifications of all screened and printedforms and parts of the Products, e.g., all elements of GUI (graphic use interface), screens, layouts, print-outs, reports, etc.
License Unit – the appropriate unit that with according to Price List and Purchase Order the license to relevant software Products is granted to the Acquirer.
License Limitations – means the number of License Units which the Product is licensed to operate.
Platform – means technical device as server, PC computer or any other device listed in Price List that is suitable for Product exploitation.
Price List - means the actual price list of the Product announced by StreamVX on Website.
Products - means the StreanVX’s both (i) software set forth in the actual Price List together with all related Documentation in object form and in respect to certain items in source code, where the sourcecode form is reflected in the Documentation and Price List, or (ii) standardized support services listed in Price List.
Professional Services – any service performed by StreamVX on behalf of Acquirer under SOW, including but not limited to the preparing the Improvements.
Purchase Order – means purchase order for the Products in a form agreed by the Parties.
SOW – means all such agreements that the Acquirer and StreamVX may enter into from time to time, with regard to certain Improvements or Professional Services be performed by StreamVX pursuant toPurchase Order.
StreamVX – means StreamVX Sp. z o.o. in Gdańsk, a Polish corporation, available by the means of contact published in on Website www.streamvx.com.
Support Handbook – means supplementary terms and conditions for standardized support services Products announced on Website.
Website - StreamVX’s website on www.streamvx.com.
Article 1 General Purpose
- This GT&C applies to any license or work performed by StreamVX for benefit of the Acquirers.
This governs all Purchase Orders, separate agreements, or any incident transactions unless such Purchase Orders, separate agreements, or incident transactions constitute otherwise.
In case of discrepancies between Purchase Order or an agreement with this GTC, than prevails this Purchase Order or agreement prevails this GTC.
In the event of discrepancies between Support Handbook and this GTC, GTC prevails.
Article 2 Purchase Orders
- Acquirer may purchase the licenses for the Products and Professional Services according the purchasing procedure described below.
In order to purchase the Products, the Acquirer shall provide to StreamVX a written purchase order specifying the type of Product being the subject of the licenses and the License Limitations with suchProduct is licensed according to adequate License Unit. If the Acquierer purchases the licenses for the Products he should purchase the service support Products for each license of the softwareProducts.
Each software Product is subject to the license terms announced on the Website at terms and considtions apropriate on the date of Purchase Order. The support services are described in SupportHandbook announced of the Website. If Acquirer requires StreamVX do perfom the Professional Services that the relevant SOW should be prepared and accepted by the parties as an integral elementof the Purchase Order.
The Acquirer shall be obliged to order respectivly licenses for the Products in the quantities or packages specified in the Price List.StreamVX https://streamvx-com.web.app/terms-conditions1
StreamVX shall be deemed to have rejected an Purchase Order, if it does not accept the Purchase Order in writing within 5 days of receipt of the Order. Each Order should be consistent with thetemplate of the Order agreed by the parties. Order should be completed and signed by the Acquirer. Order should be in compliance with the the terms and condistions of this GT&C. During 5 days sincethe receipt of the Purchase Order StreamVX accepts the Purchase Order or not and provides the Acquirer with such acceptance of rejection of the Purchase Order. StreamVX may reject the PurchaseOrder at his discretion without any libility againts the Acquirer.
For each Products listed in Purchase Order accepted by StreamVX, the Acquirer shall pay the total license fee stated in the Purchase Order within the term as specified in the Purchase Order acceptedby StreamVX. In the event of lack of payment during such term the Purchase Order is deemed as null and void.
StreamVX’s remuneration for the Profesional Services shall be paid according to the rules adopted in SOW.
The Acquirer does not acquire any license rights until the payment of full fees specified in the Purchase Order.
All prices provided in Purchase Order are net prices (excluding VAT).The Prices shall be free of any taxes and charges, and shall be paid to StreamVX without any deductions for taxes. StreamVX shallcharge with the prices the VAT tax accroding to the regulations of Polish tax law.
Acquirer agree that software Products may be supervised by StreamVX by remote control tool in order to control the factual number of exploited License Units and for diagnosis purposes. Acquireraccepts that Products may be deactivated if such Products had no access to StreamVX access control system designed to control the number of Acquirer’s licenses.
Article 3 Professional Services and Improvements
- At any time the Acquirer may agree that StreamVX shall perform certain Professional Services including the Improvements, in particular the Improvements matching the Products to the certain Acquirer’srequirements.
Any of Professional Services shall be performed pursuant to a SOW executed by the parties and specifying the subject of the Professional Services and the relevant terms and conditions of the works.
The Acquirer may cancel any SOW at any time. However, the Acquirer is obliged to pay to StreamVX remuneration in an amount proportional to the progress of the work performed under the SOW priorto such termination.
In the event that StreamVX delays any SOW performance by more than 30% of the initial period for completion, Acquirer may cancel the SOW. The maximum liability of StreamVX resulting from nonperformanceof a SOW is limited to the value of the remuneration effectively paid to StreamVX for such SOW. However, such liability shall be eliminated if the Acquirer accepts the completion of SOW.
All components of the Products (including Improvements) are subject to copyrights and other proprietary rights of StreamVX and are assumed as the integral part of the Products for the licensingpurposes.
Article 4 License Grant
- Each software Product may be licensed under the separate license terms appropriate to such Products published by StreamVX on Website. Parties may include such terms as an appendix to PurchaseOrder. As such license terms are not published by StreamVX than such licenses are governed by the provisions of this Article.
Under the StreamVX’s license for the software Products the Acquirer may exploit such Products on the fields of operation referred in article 4 a) of Directive unless the license terms within the LicenseLimits that Acquirer paid according to Purchase Order.
The Acquirer acknowledges and agrees that:
- certain Products may be only licensed for the specific Platform designated in the Price List;
- the licensed quantity of the License Limitation is crucial element of license for the software Products; any exploitation of the software Products in the number exceeding the number of the purchased License Limitations constitutes the breach of thelicense;
- certain Products may be licensed only in quantities listed in the Price List.
The License Limitations shall be reflected in the relevant Purchase Orders.
The licenses for the Products are not transferable and valid on territory of European Union for undefined period of time (perpetual licenses).
The Acquirer accepts that StreamVX may terminate any license in the event of breach of terms of the license.
StreamVX provides to Acquirer the support services Products related to the software Products if such support services are subject of the Purchase Order, during the period the Acquirer paid for.
StreamVX renders Standard and Premium support in accordance with this GTC and Support Handbook.
The principal term and conditions Standard and Premium support services Products are listed below:
Mon-Fri, statutory holidays excluded, 9:00 a.m. - 5:00 p.m.
All week days, 12h per day
All week days, 24h per day
Software Products error fixing max. 20 hours per month
Software Products error fixing max. 60 hours per month
Software Products error fixed without time limit
Subject critical error fix time during business hours
Non-critical error fix time during business hours
Any additional rules, contact points and service bulletins are being promulgated in Service Handbook.
Support services Products commence on the date identified in a Purchase Order and automatically renew for successive annual period unless either party provides the other with written notice of itsintent not to renew at least 90 days prior to the next automatic renewal. The service Product fee for next annual period shall be paid by Acquirer against StreamVX’s invoice issued with 7 days since startof such annual period within 14 days since invoice delivery.
The support services shall be performed in regard to software Products if support services Products are purchased for all License Units of the software Products only.
Support Services do not comprise of any services and actions in regard to Acquirer’s IT infrastructure and other software than covered by support services Products
Article 5 Warranty
- The software Products are not subject to StreamVX’s warranty, however the Acquirer may purchase support services Products to maintain the software Products.
The Improvements and other result of the Professional Services are subject 3 month guaranty since the date of the acceptance of performance of SOW. Such period shall be neither prolonged nor shallcommence again in the event of any further acceptance and/or execution of the any further modification of the result of the Professional Services.
StreamVX represents and warrants to the Acquirer that: (ii) subject to any freeware/opensource software included in the software Products, StreamVX is the author and owner of the software Productsand has not copied or derived the software Products from any third party materials without first having obtained the right to do so, and no such third party materials could or would subject the Productsto the terms of any open source or similar license agreement and (ii) there are no existing claims or proceedings that allege that the software Products violates or infringes the rights of any third party.
If the software Products or the results of Professional Services services do not materially meet any representation, warranty or guarantee contained in this Agreement, StreamVX may at its option andwithout additional cost to the Acquirer: (a) repair or replace the faulty Products or (b) re-perform or resupply any element of the Products
EXCEPT AS SET FORTH IN THIS GT&C, STREAMVX MAKES NO OTHER WARRANTIES WITH RESPECT TO THE PRODUCTS OR ANY OTHER PRODUCTS OR SERVICES PROVIDED HEREUNDER ANDHEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS SET FORTH INTHIS GT&C, STREAMVX DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCTS RELATEDDOCUMENTATION OR OTHER WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
The Acquirer represents that it had an opportunity to evaluate the Documentation and accepts that any variations and improvements to the Documentation shall be performed by StreamVX under aseparate commission agreement only.
Article 6 Force Majeure
- None of the parties shall be held liable for non-compliance with its obligations according to the GT&C, if such non-compliance is caused by a Force Majeure.
As construed under this Article, the term "Force Majeure" shall mean an unpredictable event that remains beyond control of the party, preventing compliance by the party with its obligations, but notarising as a result of its own willful misconduct or negligence. Force Majeure events include: wars, revolutions, fires, floods, epidemics, transport embargos, general strikes announced in relevant sectorsof industry and transport, and official decisions taken by the State authority and administration organs. As the event of “Force Majeure” shall be considered any disruption affecting the performance ofthe obligations of the relevant party caused by pandemic or pandemic restrictions
The party that experiences a Force Majeure event shall promptly notify the other party of the event and make all reasonably efforts to resolve the event within twenty one (21) days of the event. If theevent cannot be resolved in such time period, then unless the parties mutually agree to modify the relevant Purchase Order affected by the Force Majeure, either party may terminate relevant PurchaseOrder.
Article 7 Representations and Warranties, Idemnifications
- StreamVX hereby represents, warrants and guarantees that:
If the Product or any part of the Product is recognized as the one that violates patents, industrial property rights and copyrights, and its use is prohibited, then StreamVX acting to its own cost and at itsown discretion shall:
Each party shall inform the other party about any third-party claim or notification of a third-party claim.
The Acquirer accepts that warranties and representations of StreamVX apply to the system of law of the Republic of Poland and European Community. Such warranties and representations do not referto the system of law of other countries than countries of European Community. The Acquirer is solely liable for auditing the Products within the scope of Products conformity with the intellectual propertylaw of other countries than countries of European Community.
Stream VX’s total financial liability to Acquirer for the damage resulting from non-performance or improper performance of this GT&C, any and all Purchase Orders as well as liability for any damage forincorrect or false representations made by StreamVX in this GT&C or warranty is limited to the amount equal to 50% of the value of the StreamVX income for financial year during which such damage wascaused to the Acquirer and save that only the income generated in StreamVX directly with the Acquirer is recognized for calculation of such limitation.
Article 8 Terminals
All disputes, polemics of pretenses taking place between the Parties resulting from application, interpretation or implementation of this GT&C and transaction made under this GT&C should be solvedwithout unnecessary delay, within 60 days of delivery of the written information by the parties. The competent court for disputes resulting from economic cooperation of the parties shall be a courtappropriate for place of seat of StremVX.
- StreamVX has the absolute and unrestricted right, power and authority to enter into, execute, deliver and perform its obligations under this GT&C;
- Any services performed by StreamVX pursuant to any SOW will be performed in a professional and competent manner in accordance with industry standards, will, in all material respects, conform to the requirements stated in the applicable SOW,and in providing such services, StreamVX will not violate the privacy, confidentiality or ownership or other rights of third parties;
- neither the execution, delivery or performance of this GT&C nor the consummation or performance of any of the transactions contemplated hereby by StreamVX will directly or indirectly (with or without notice or lapse of time) contravene, conflict withor result in a violation of (i) any other agreement or contract to which StreamVX is a party or (ii) any applicable law or give any governmental body or other person the right to challenge any of the transactions contemplated hereby.
The governing law of this GT&C shall be the law of the Republic of Poland. Terms and conditions of the licenses granted to Acquirer are subject to the Directive.
- obtain for the Acquirer the right to continued use of the Product; or
- replace the Product with the one that does not offend patents, industrial property right or copyright, or
- modify the Product in a way that makes the violation being not the case, or
- refund to the Acquirer a fee for the Product depreciated by redemption amount by 20% per year line redemption.
This GTC may be modified by SteamVX anytime, however such modification shall not apply to the right of obligations of the parties related to the pending granted licenses, Purchase Orders and servicesupport Products in regard current annual period if such modification limits the rights of the Acquirer in relation to GTC before such change.
