Terms of services for fixed-price contracts from softevol
Date:
These Terms of Services are conditions for providing the services for fixed-price contracts by ACTYC Sp. z o. o. company, which is registered in Wroclaw, Poland, State registration number 0000869455.
1.1. Agency — company, which provide services under these Terms.
1.2. Client — any individual or legal person, which has ordered Agency services and accepted these Terms.
1.3. Terms — these Terms of Services.
1.4. Specification — document, which includes all technical information about the Project, information about expected results of provided services, and also about Milestones of services provision. Detailed descriptions of the Specification sections are provided below.
1.5. Contract — document, which includes information about terms of services provision, services payment procedure, and other terms, which are not included at Specification and/or Terms.
1.6. Agreement — Specification and Contract, negotiated and accepted by both Parties.
1.7. Project — The scope of tasks, required to achieve the Client’s final goal.
1.8. Confidential information — any information of the professional, business or other meaning, provided by one Party to another Party either in writing, or by the use of printed or digital meanings, or by the meaning of secure website, which indicates this information is Confidential or this is limited access information, and also in cases, which are specified by these Terms.
2. General Provisions
2.1. These Terms determine order and procedure for the provision of services to the Client and Agency’s service principles for fixed-price contracts.
2.2. These Terms, Specification and Contract are the only significant documents since services are purchased, and all the draft or blueprint documents, and also previous written exchanges and discussions on the Contract are qualified as expired.
2.3. By purchasing services, the Client unreservedly and completely accepts these Terms and any further possible revisions in the future.
3. Conclusion of Agreement
3.1. Client services are provided by the Agency based on the Agreement, approved by both Agency and Client.
3.2. The specification is designed by the Agency based on Project description by Client and/or existing Client’s technical terms of reference.
3.3. The contract is designed by the Agency based on essential conditions of services provision negotiated and Specification agreed.
3.4. Agency offers to accept an Agreement by sending Specification and Contract to Client.
3.5. Negotiations on Specification and Contract take place by digital means of communication. Final editions of Specification and Contract are to be sent to the Agency by Client. Client approves Specification and Contract by confirmation of this documents.
3.6. The agreement is considered as concluded from the moment of written approval of Specification and Contract by Client.
3.7. Any payment made by Client under the Contract is considered as approval of the latest editions of Specification and Contract in their most recent versions, sent to the Client for approval.
4. Service Ordering Procedure
4.1. Client provides Agency with Project description and/or terms of reference for services ordering and Specification design.
4.2. Based on the Project description and/or terms of reference Agency designs Specification, which includes/consists of:
4.2.1. Mandatory sections of Specification:
4.2.1.1. Initial requirements: Client’s request copy, and also all the links and files attached by the Client, relevant to the order.
4.2.1.2. Definition of Done: list of criteria, which must be met to consider both readiness and workability of the solution, provided by Agency, and meeting Client’s expectations. Implementation of all the items on this list is enough reason for the Agency to receive full compensation payment from the Client.
4.2.2 Optional sections of Specification:
4.2.2.1. Additional requirements: clarifications and additions, received from Client during calls, negotiations, written exchanges, not set out or not considered by Client in the Initial requirements.
4.2.2.2. Questions and Answers: issues, discovered during work on the Project, controversial Project aspects, affecting technical solutions, and also changelog of revisions, accepted during the work on previous Project’s Milestones.
4.2.2.3. Suggestions: Agency recommendations, based on previous Projects experience, and also alternative solutions, which can seem efficient from the Agency’s perspective.
4.2.2.4. Work plan for the Project: a step-by-step plan of tasks solving to meet the goal, and detailed technical description of upcoming Agency steps Agency for Client complete understanding of work progress. The work plan can include more than one technical solution for those Project, which allow the possibility to choose implementation, maintenance, solution cost options or affiliated infrastructure options.
4.2.2.5. Project Milestones: valuable Milestones of large-scale Project with intricate infrastructure, chronologically outlined with Definition of done criteria, delivery duration, and cost estimation for each Milestone.
4.3. After the Specification is completed, the Agency forwards it to the Client. The Client has to approve Specification or has to make edits and suggestions.
4.4. Agency guarantees all the terms and conditions on Specification offered only in case of Specification approval not later than 72 hours after it was sent to Client. Otherwise, the Agency reserves the right to engage participants of the configured team in other Projects.
4.5. If Specification was approved later than 72 hours — Agency can proceed with Specification only if team participants are available, in this case, Project Terms and Project Milestones will be shifted depending on team participants’ occupancy.
4.6. In case of Specification approval Agency forwards to the Client the Contract for approval. The client has to approve the Contract 24 hours from the moment the Contract was sent. In case of Contract rejection by the Client, the Specification is considered unapproved.
4.7. Specification and Contract approval take place in form of their signing by both Parties. Parties email scanned signed copies of Specifications and Contract to each other.
4.8. Day the Specification and Contract were approved and signed is considered the day of Agreement is concluded and services are ordered.
4.9. Specification after its approval could be modified only by the agreement of the Parties.
4.10. Depending on Project configuration and features, there are next possible options of Specification modification or changes:
4.10.1 Launch of additional accompanying Contract on the hourly payment basis, whereby every 4 working hours are extending Project Terms of Delivery for 1 working day.
4.10.2 Adding of new or changes to existing Milestone. Approved Milestone can influence cost and terms of further Milestones and all the Project.
4.10.3. Termination of current Contract and creation of new Contract. In this case, all the done work is saved and implemented at the newly created Contract.
4.11. In case of any changes to the Specification and/or the Contract, both Parties must confirm these changes according to the sections about Conclusion of Agreement and Service ordering Procedure.
5. Service Delivery Procedure
5.1. Services are delivered to the Client according to approved Specification and Contract (together called concluded Agreement).
5.2. Each Project can be divided into Milestones. The recommended time frame for each Milestone is not more than 2 (two) weeks.
5.3. Agency provides services within deadlines, as described in the Agreement. Agency works following a negotiated plan, meeting the Project timeframes and Milestones.
5.4. If the Agency fails to perform the Project or the Milestone on time, terms can be increased two times, while the Client has the right to pay 50% cost of overdue Milestone, and all the further Milestones are shifted pro-rata.
5.5. If the Agency fails to perform the Project or the Milestone on time twice as long as was estimated, the Client has the right not to pay for the overdue part of the Project, all the further Milestones are shifted pro-rata.
5.6. If the Client failed to pay the Invoice in time, the Agency has the right to pause work with the Project till the payment is received, in this case, Project deadlines or its Milestones are shifted depending on Project configuration.
5.7. If the Client delays provision of information, required for the Agency to perform any Milestone delivery, Project deadlines or its Milestones are shifted depending on Project configuration.
5.8. Deadlines can be changed for other reasons under the agreement between the Agency and the Client. In this case, new Project or Milestone deadlines are approved in the Agreement.
5.9. During the work process, Agency saves the service provision results at the Client’s repository or at dedicated platforms, where the Client has granted access and can see the Project or Milestones’ progress at any time.
5.10 The client is notified about service delivery progress or current Project status when the related Milestone is completed. Additional in-between notification is not provided. Optionally upon the Client’s request hourly-based Contract with the Project Manager can be signed for additional communication about the Project progress and status.
5.11. Additional accompanying Contracts on the hourly payment basis can be signed, when the Client requests additional consultations.
5.12. Interaction procedure and information exchange procedure between Client and Agency are set at Specification and/or Contract.
5.13. Agency has the right to engage third parties for service delivery upon the Agreement without the Client’s approval. Engaged third parties are required to fulfill confidentiality obligations, intellectual rights transfer policy, and other Agency responsibilities under the Agreement. In any case, the Agency is the responsible party for service delivery.
6. Service Acceptance Procedure
6.1. When the ‘Definition of Done’ criteria are met, the Agency notifies the Client that Project or its Milestone is ready to be delivered.
6.2. The client has to check if Definition of Done criteria are met for the current Project and/or Milestone in 14 (fourteen) days since accomplishment notification.
6.3. If in 14 (fourteen) days since accomplishment notification was sent Client has not provided reasoned discrepancy arguments about misfit of Definition of done criteria and delivered Milestone or Project, Definition of done criteria are considered as met and the Client has accepted the services. The Client has 14 (fourteen) days to reply with reasoned discrepancy arguments about misfit of Definition of done criteria and delivered Milestone or Project. Otherwise, the Definition of done criteria are considered as met and the Client has accepted the services.
6.4. If the Client provides reasoned discrepancy arguments about the Definition of Done criteria, the Agency is obliged to complete the Project until the Definition of Done criteria are met in the shortest possible period.
6.5. If the Agency’s inability to meet Definition of done criteria for any Milestone or the Project is revealed during the conduction of the work, Agency notifies the Client about the reasons, and also provides alternative solutions for the assigned task, alongside setting up new terms of delivery for this Milestone and/or for the whole Project.
6.6. After the Project and/or Milestone was delivered by Agency and accepted by the Client, the Agency is not responsible for such Project and/or Milestone. Depending on Project configuration and features, the Agency can provide support services based on individual Contracts, including such services as to guarantee technical support, emergency technical support, additional services on solution implementation and maintenance.
6.7. Client payment of Milestone or Project invoice is considered as the confirmation of Definition of Done criteria were met, and that relevant paid Milestone or Project was fully accepted by Client.
7. Services Termination Procedure
7.1. The client has the right to terminate the Project or Milestone at any moment.
7.2. To terminate the Project or the Milestone the Client has to notify the Agency about such termination. The next day after notification is received by the Agency is considered as the termination date.
7.3. After the Agency has received notification about Project and/or Milestone termination, the Agency provides the Client with a report on services provided de facto.
7.4. Agency and Client have to make changes or terminate the Agreement in case of Project or Milestone termination.
7.5. In case of Project or Milestone termination upon Client's request, Client is obliged to make compensation payment pro-rata to the number of de facto working days of this Project or Milestone, including the day of notification about Project and/or Milestone termination.
7.6. Agency has the right to early terminate the Agreement or suspend its implementation in next cases:
7.6.1. Lack of payment according to the terms of Specification and Contract.
7.6.2. Revealed Agency’s inability to meet Definition of done criteria for Milestone or the Project. In this case, the Agency is obliged to transfer to the Client all the work accomplished and paid for on previous Milestones, the Client is not charged for Milestone unaccomplished.
7.6.3. Drawing up a protocol on areas of disagreement and agreement absence on such protocol.
7.6.4. Revealed ethical reasons, which were not provided by Client beforehand (any forms of harassment, abuse, hate, violence). In this case, the Client is obliged to pay for all works performed.
7.7. To terminate or suspend the Agreement the Agency has to notify the Client. The next day after confirmation was sent by the Agency is considered as the date of Agreement termination or suspension.
8. Service Payment Procedure
8.1. Procedure and terms of payments for Agency’s services are agreed by both Parties in the Contract.
8.2. In case of Project or Milestone acceptance, the Client is providing payment for delivered services in the amount, agreed in the Contract.
8.3. If the Client made an advance payment and in the future had terminated the Project and/or the Milestone, the Agency has to refund the remaining balance in 30 (thirty) days from the moment of Agreement termination.
8.4. Also, the Client can be refunded if the Agency failed to meet the Definition of Done criteria. This provision is applicable only before the moment of Services acceptance by Client on relevant Project and/or Milestone.
9. Intellectual property rights
9.1. All the rights to the objects of intellectual property, created during the provision of the services, are owned by the Agency until full acceptance and payment of Milestone and/or Project are made by the Client.
9.2. According to conditions of Public Contract concluded between Agency and third parties, the rights to the objects of intellectual property, created by third parties, are owned by the Agency from the moment of their creation.
9.3. The rights to the objects of intellectual property, including materials, papers, which are the outcome of service provision, are transferred from the Agency to the Client at the moment of services acceptance and services payment on Project and/or Milestone without conclusion the additional agreement.
9.4. In case of early termination of the Agreement, the Client owns all the right to the objects of intellectual property for all the paid materials and papers.
9.5. If the Client provides the Agency with any materials, contributions, trademarks, graphics, or other data, which constitutes the Client’s rights to the objects of intellectual property, hereinafter — Client’s Content, to be used for services provision, such rights remain in the possession of the Client.
9.6. Client hereby grants to the Agency non-exclusive and non-assignable license to use, playback, modify, display, and publish Client’s Content to provide services by the Agency.
10. Privacy Policy
10.1. Both Parties agree and confirm that data, revealed by Parties, could include Confidential information.
10.2. Parties commit themselves not to use Confidential information for their benefit and/or benefit of other persons without written permission from the other Party.
10.3. Parties commit themselves to keep revealed Confidential information appropriately to avoid its disclosure and/or use by any other person.
10.4. Each party undertakes to ensure employees or persons engaged to perform Agreement abide by non-disclosure of Confidential information and its access restriction for third persons.
10.5. Agreement data is Confidential information.
10.6. The fact of the Agreement conclusion and the Client’s name is not Confidential information.
10.7. Confidential information revealed to third persons in frames of the concluded service Agreement isn’t considered as Confidential information disclosure. Both parties are responsible for inappropriate use or for disclosure of Confidential information as required by law.
10.8. Parties commit themselves to take all the necessary actions to secure Confidential information.
10.9. Parties commit themselves not to replicate Confidential information without prior approval from the other Party.
10.10. Parties commit themselves to eliminate provided Confidential information upon written demand from the other Party (except Agreement).
10.11. Any data or documents which are public information or will be public information in the future are not considered Confidential information, as well as any other information and/or documents, which the Party had at its disposal before the Agreement conclusion.
10.12. Confidential information is revealed without written permission from another Party by state authority legal demand. In this case, Party, which disclosed Confidential information, is obliged to notify the other Party about such disclosure in 48 hours.
10.13. All other information is not considered to be Confidential information.
10.14. Agency has the right to collect, process, save and use at their discretion any information about the Client, including information provided by the Client.
10.15. Agency can collect non-personally-identifying information about this site users.
10.16. Agency has the right to transfer information to third persons without prior approval by the Client, except Confidential information.
10.17. The client has the right to receive a data sample with such collected information about himself. To get such data sample Client has to send the request.
10.18. The client has the right to demand from the Agency to eliminate all the collected data about him. This for Client has to request the collected data elimination request. In case if such a request to eliminate collected data about the Client was received, Agreement between this Client and the Agency is considered as terminated from the moment such elimination requirements were implemented by the Agency.
11. Dispute settlement
11.1. Parties commit themselves to exert maximum efforts to dispute settlements by negotiations and not to evade such negotiations.
11.2. In case of dispute that cannot be settled through negotiations, the Parties’ relations are regulated by the domestic legislation of the country of Agency’s registration.
11.3. Parties must draw up a protocol on areas of disagreement during 14 days if the Agency denies provided reasoned discrepancy arguments on Milestone and/or Project, provided by the Client.
11.4. Each Party is obliged to accept another Party position within protocol on areas of disagreement in 30 days or to provide a reasoned objection to another Party position.
11.5. In case Parties have not agreed to the protocol on areas of disagreement in 60 (sixty) days, the dispute is referred to the courts of the country of Agency’s registration.
11.6. In case the Client fails to pay for services, the Agency has the right to apply to the court of the country of Agency’s registration.
12. Sanctions and Claims
12.1. Agency is not responsible for the Project and/or Milestone after its acceptance by the Client.
12.2. All the claims on Project and/or Milestone discrepancy to Definition of Done criteria are taken only before relevant Project and/or Milestone will be accepted by the Client.
12.3. The Agency is not responsible for any possible damages or revenue losses, directly or indirectly linked with the Project and/or Milestone.
13. Changes to Terms of Services
13.1. Agency has the right to change or modify these Terms without prior notification of Clients about such changes.
13.2. Changes to these Terms are made through the publishing them on this page.
13.3. Changes to these Terms come to effect from the moment they are published if another future date is not indicated in such changes.
13.4. Before concluding the Agreement the Client has to get entirely acquainted and to accept Terms that are in force at the time of conclusion of such agreement.
13.5. In case of further changes to these Terms after Agreement conclusion, only the Terms being in force for the date of such conclusion are applicable.
13.6. If the Client disagrees with the Terms changes — the Agreement is considered as terminated.
14. Ethical Principles
14.1. Agency does not participate in Projects, directly or indirectly related to illegal activities or intentions, any discrimination, harassment, hate (such as discrimination based on nationality, race or ethnicity, sexual orientation, actual or perceived disability, marital status, and other ethical grounds).
14.2. By concluding the Agreement, the Client agrees with these ethical principles, confirms the absence of ethical violations for works on the Project, and also guarantees ethical purity of intentions.
14.3. Agency has the right to reject the Client’s Project and/or Milestone at any stage if during the work process any illegal activities or intentions, discrimination, harassment, or hate will be revealed. In this case, the Agency has the right to terminate any works on the Project or its Milestones until such ethical violations are eliminated, up to early Agreement termination.
