1. General statements
- If a person agree to this Terms of Services on behalf of an entity, he/she represent and warrant that you have the authority to bind that entity to this agreement and affirm that has reached the age of majority in his/her jurisdiction, and is fully able and competent to enter into the terms, conditions, obligations, representations and responsibilities set forth in these Terms of Services, and to abide and comply with these Terms of Services.
- These Terms of Service form a legally binding contract between a Client and the Indeon, with respect to the Client’s use of the Site and Services. By using the Site or Services, the Client (or representative of the Client).
The capitalised terms used in these Terms of Service and the Order shall have the following meaning:
- Developer – software developer, member of Indeon team i. e. WordPress specialized programmers working for the Indeon.
- Indeon – brand that belongs to Indeon Sp. z o.o. an entity that provides specialised programming services of websites running on installations of WordPress which include WordPress custom programming services. Indeon Sp. z o.o. provides access to the Site and Services available through the Site. Indeon sp. z o. o. is an company operating in compliance with the law of the Republic of Poland, with its office in Knurów, registered in the District Court in Gliwice, X Commercial Division of the National Court Register, under KRS number 0000511779, the share capital is PLN 10,000.00, VAT No. PL9691612614.
- Site – Indeon website, accessible under the site: https://indeon.net/ and all associated sites which are linked to the Site, which are operated by the Indeon.
- Terms of Service – this document, specifying the terms and conditions of the use of the Site and Services as well as the rights and obligations of Clients and the Indeon.
- Client – an individual or entity which representant has reached the age of majority in his jurisdiction, with a full capacity to enter into legal transactions. The representant is acting on behalf of entity, which makes use of the Site in accordance with the Terms of Service. The Client can’t be a consumers (as defined in European Union regulations in force) and if (for any reason) such a consumer became a Client, all regulations from this Terms of Service which are less favorable to him than applicable law will not apply.
- Business day – means each day of the week, excluding Saturdays and public holidays in the Republic of Poland, between 8:00 and 16:00 (CET).
- Indeon will prepare an Offer to provide Services based on a Request submitted by the Customer. Service provided by Indeon may be requested through the “Contact us” page or via another source.
- The Client is obliged to ensure that all information included in request precisely defines Services, are accurate, complete and not misleading so that the Services ordered may be accurately estimated and adequately performed.
- Indeon reserves the right to:
- answer only selected requests,
- refuse to provide the Services to the Client at any time, while maintaining remuneration for services already performed.
- Each request will be individually evaluated by the Indeon based on applicable hourly rate and the scope of work required for the performance of the requested Services.
- Upon receiving Client’s request the Indeon will present the Client with an Offerwhere will be described what Services are included in it and the fee.
- After accepting the Offer by the Client, Indeon will provide the Client with an Order containing the details of the Offer. The provisions contained in the Order are binding for the Parties.
- Any services not defined in the description of the service included in the Order will NOT be performed. Any additional Services not defined in the Order may be a subject to separate estimation; in that case Indeon would submit a new Offer to the Client.
- Services performed shall be automatically accepted and considered properly performed if the Client does not submit any comments within 5 business days (or 3 business days for Offers with prices up to $500 or €500) from the Client’s last interaction with a Developer.
- After the Services are completed and accepted, regardless of whether the acceptance is express or implied pursuant to section 8 above, the Client may receive an automatic request for review on their experience with the Services performed by Indeon, however the Client has no obligation to respond to it. The Client agrees that, the review may be made public by the Indeon e.g. on pages that belong to Indeon.
- The Indeon cannot use the access to servers for any reason beyond the scope of performance of the Services offered through the Site.
- All of the Services available on the Site can be used only for commercial use eg. Client’s business, unless Parties have decided otherwise.
- Services offered by Indeon require payment of fees evaluated by the Indeon on a prepay basis or on a basis stated by Indeon.
- After the acceptance of the Order, if:
- payment is on the terms indicated in the Order:
- remaining after payment of the advance (referred to in point 220.127.116.11.) part of the remuneration (resulting from the Order) shall be payable on the basis of a proforma invoice issued on the terms set out in the Order.
In every case the invoice (accounting document which constitutes the basis for tax settlement) will be issued after each payment has been credited to INDEON’s bank account.
- Payments may be made to INDEON’s bank account (specified in proforma invoice) or through online payments made available by INDEON.
- If the Client fails to make the payment which refers to in point 2. within the date indicated on the proforma invoice, the Order and proforma invoice submitted to the Client may expire. If the payment of any remuneration due INDEON is not credited to INDEON’s bank account, INDEON has the right to suspend his Services to the Client.
- All Services subject to the Order will be provided to the Client after the Client accepts the Order (along with the acceptance of these Terms) and after payment is credited to the INDEON’s bank account.
- In the event of resignation by the Client after the start of the provision of Services by INDEON, payment already made by the Client is not refundable. Furthermore in that case INDEON has a right to issue an invoice for work done up to the moment of resignation. By resignation, the Parties also understand the lack of contact with the Client for a period of five (5) or more business days from the date of the last message sent to the Client by INDEON team.
- After the Client accepts the Order, he is obligated to monitor and response to the conversation with the CODITIVE team on Basecamp or other communication systems accepted by INDEON. After being idle by the Client for five (5) or more business days, the project will be suspended and provisions of point 4.6 shall apply. In that case the deadline indicated in the Order does not bind INDEON. In that case, any Services specified in the accepted Order may be subject to separate estimation.
- INDEON reserves the right to change prices and fees related to Services offered through the Site at any time. Such changes shall not affect the fees and prices related to Orders already approved and paid by the Client.
- The fee specified in the Offer includes taxes imposed by the Polish tax authorities and the payment service fee referred to in point. 4.3. All additional fees, including taxes and duties necessary to pay in the Client’s country of origin, are covered by the Client. The Client agrees to pay for any taxes that might be applicable to payments he/she makes to the INDEON.
- The invoice regarding settlement of the Service shall not reveal the type, duration, frequency, and other technical parameters of individual Services performed for a Client, unless the Client before the performance of the services requested detailed information in this respect.
- If the Client purchases in advance:
- Package of Hours containing the Programming Work, he may use it no later than three months following the month in which the purchase of the Order containing the Package has occurred. Unused hours do not pass over the next months and do not accumulate.
- Monthly Package containing Programming Works, he may use it no later than till the end of the month following the month in which the purchase of the Order containing the Monthly Package has occurred. Unused hours do not pass through the following months and do not accumulate.
- The invoice regarding settlement of the Service may be reduced (in relation to proforma invoice) about the cost of fees charged by online payments operator.
- After receiving the payment, INDEON sends a legible electronic invoice (accounting document which constitutes the basis for tax settlement) to the Client’s email address, ensuring its authenticity and integrity. The Client authorizes INDEON to issue invoices for Service that do not require a signature. Original invoices will be provided in electronic form in PDF format.
5. Technical requirements for using the Site and Services:
- Technical requirements concerning the use of the Site and Services are as follows:
- Internet connection;
- web browser enable of displaying documents HTML which are linked with the Internet through a website with activated Java Script execution and writing cookies files;
- active e-mail account.
- In order to carry out the Services consisting in programming works, the Client should provide the Indeon work environment in accordance with the requirements described at https://wordpress.org/about/requirements/.
- It is Client’s responsibility to ensure that used equipment and software meet above requirements and allow him/her to use the Site and Services.
- Client is obligated to refrain from any work done on the website by himself or any third party developers during the project development by Indeon. Otherwise, Client must provide a GIT environment to make tracking changes easy.
- A Client is obliged to refrain from any actions that could damage or disturb the operation of the Site or use of Services, or any system, hardware, software or network connected to the Site.
- The subject of the services provided is to operate in the current versions (as of the date of acceptance of these Terms) of the most popular browsers, i.e. Google Chrome, Mozilla Firefox, Edge, Safari.
- The Indeon is not liable for the content that is provided by Client.
- The Indeon is authorized to immediately, without prior notice, terminate an agreement (concluded by acceptance by the Client these Terms of Services), suspend or permanently stop providing Services to the Client who breaches applicable law, these Terms of Service, other applicable terms, rules or agreements between Client and the Indeon. In such a case the Indeon shall not bear any liability vis-à-vis Client for taking such remedies.
- Within the maximum extent allowed by applicable law, the Indeon shall not be liable for any breaks or disturbance of the Websites to which he obtained access as part of providing the Services, and temporary breaks in the operation of Site caused by force majeure or unauthorized activity of third parties.
- Within the maximum extent allowed by applicable law, the Indeon shall not be liable for temporary breaks in the operation of the Websites to which he obtained access as part of providing the Services, and temporary breaks in the operation of Site, caused by the implementation of new solutions and facilities within the framework of the Site or maintenance works on the IT system equipment used to provide access to the Site and Services.
- In cases affecting the security or stability of the Websites to which he obtained access as part of providing the Services and of the Site and Services, the Indeon reserves the right to temporarily reduce or suspend the access to the Site without previously notifying Clients and to conduct maintenance works aimed to reinstate the security and stability of the Site and Services. In such a case the Indeon shall not bear any liability vis-à-vis Client’s for described actions.
- Within the maximum extent allowed by applicable law, the Indeon shall not be liable for any damages made to the Client.
- The parties exclude the application of the warranty provided for in Art. 558 of the Polish Civil Code and provided for in Art. 55 sec. 1 of the Polish Act: ustawy o prawie autorskim i prawach pokrewnych
7. Intellectual Property:
- Any intellectual property rights of the Site and Services are the exclusive property of the Indeon or their respective owners. All creative elements placed on this Site are protected by intellectual property rights, and in particularly by copyright. All trademarks, logos, graphics, photographs, animations, videos, texts and other distinctive signs appearing on the Sites are the intellectual property of the Indeon or third parties. Therefore, they may not be reproduced, used or represented without the prior authorization of the Indeon or third parties. Any proprietary or intellectual property rights to works owned by a third party, which do not constitute the content of the Site and Services but are accessible by using the Site and Services, constitute the property of their respective owners and are protected by copyright law, or other laws governing intellectual property.
- The Client is granted the right to use the Site and Services solely for the purposes stated in the Terms. The Indeon hereby grants to Client a limited, revocable, non-exclusive, non-assignable, non-sublicenseable right to access, through a generally available web browser (Google Chrome, Mozilla Firefox, Edge, Safari) and to use the Site and Services as the Indeon intends the Site and Services to be used, and only in accordance with these Terms of Service. Indeon grants to the Client no other rights, implied or otherwise. Client will not: (a) copy, modify, adapt, translate or otherwise create derivative works of the Site or Services; (b) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Site or Services, except to the extent applicable laws specifically prohibit such restriction; and (c) rent, sublicense, lease, sell, assign or otherwise transfer rights (or purport to do any of the same) in or to the Site or Services, unless the Parties have otherwise agreed. The license granted above and Client’s right of use of the Site and Services will terminate immediately if Client fails to comply with these Terms of Service.
- Clients can use third parties’ products offered through the Site in accordance with and subject to licenses granted by these third parties.
- The Indeon does not claim ownership of any content that Client posts on or shares through the Site; however, if Client submits content on areas of the Site that are generally available to the public (such as blogs, forums etc.), he/she grants the Indeon an irrevocable, non-exclusive, worldwide, perpetual, royalty-free, sub-licensable, transferable license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes), communicate, publish, publicly display, publicly perform, distribute, advertise in, on, and around, and to incorporate such content into other works in any form, format, media, technology or medium of any kind now known or later developed.
- Client declares that he has obtained all personal data in accordance with the applicable law and has the right to dispose of them, including the transmission of them to Indeon.
9. Amendments and Modifications:
- The Indeon may modify the provisions of these Terms of Service at any time but only to the extent permitted by the applicable law.
- Changes regarding payments does not affect the fees and prices related to job requests previously approved and evaluated by the Indeon.
- In case of any modifications of these Terms of Service the Client will be informed about them by posting on the Site’s home page. Unless otherwise stated in these Terms of Service, modifications take effect on the date specified by the Indeon. Continued use of this Site after modifications have been effectively made to these Terms of Service indicates Client’s acceptance of the modified Terms of Service.
10. Final Provisions:
- The Indeon and a Client are independent parties, and nothing in these Terms of Service constitutes a partnership between or joint venture of the Indeon and a Client.
- Acceptance of these Terms indicates Client’s consent to transfer or assignment any of their rights or obligations under these Terms of Service made by Indeon.
- The Client grants the consent of Indeon to use the Client’s name and logo and description of services provided by Indeon on the basis of these Terms (however not revealing the names and details of services provided to customers of the Client) to promote Indeon, in particular to display the Client’s name and logo on the website, promotional materials and advertising media of Indeon.
- Any queries or comments regarding these Terms of Service may be submitted at https://indeon.net/contact/ or by mail address: [email protected].
- These Terms of Service and all questions relating to the performance, interpretation, breach or enforcement of these Terms of Service, or the rights, obligations and liabilities under them are governed by the laws of the Republic of Poland.
- Any disputes, involving parties other than consumers (as defined in European Union regulations in force), regarding performance, interpretation, breach or enforcement of these Terms of Service, or the rights, obligations and liabilities under them shall be submitted to the exclusive jurisdiction of a court in Gliwice (the Republic of Poland).
- The provisions of these Terms of Service do not infringe upon the consumer’s rights as dictated by the governing law, which has priority over the provisions of the hereby Terms of Service.
- These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service are held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of these Terms of Service.
- These Terms of Service were originally written in Polish and may be translated into other languages. In the event of a conflict between a translated version and the Polish version, the Polish version shall prevail.
- The Terms of Service come into effect on October 1st, 2022.