These Terms of Service apply to all support services and technical support provided by VECTOR SOLUTIONS Sp. z o. o., a limited liability company, incorporated under the shall be made from its of Poland, based in Gdynia (hereinafter: VECTOR SOLUTIONS), unless a relevant offer or contract shows that the specific services rendered thereunder are not subject to these Terms of Service.
1.1. Price List – the list of current Fees, and the list of Additional Fees and
1.2. Supplementary Fees due for particular types of Services binding at VECTOR SOLUTIONS.
1.3. Working Days – calendar days from Monday to Friday (excluding public holidays).
1.4. Working Hours – the hours during working days between 8.00 and 16.00 of the current Polish time.
1.5. Manuals – a document in English provided by VECTOR SOLUTIONS, defining the rules of installation, operation, maintenance, upgrades and other actions aiming at maintaining the Hardware and/or Software in the state corresponding to its functionality and use.
1.6. Client/Customer – an entity that entered into a Service agreement with VECTOR SOLUTIONS.
1.7. License conditions – the terms of VECTOR SOLUTIONS or another authorized entity defining the scope of rights of the Customer in relation to the
1.8. Offer – the Services and terms of rendering the Services by VECTOR SOLUTIONS to potential Customers.
1.9. Reference Period – the period of rendering the Services, which covers the period of 365 consecutive calendar days or the multiplication of this period, or the number of full months remaining to the end of the calendar year commencing on the date agreed between VECTOR SOLUTIONS and the Customer.
1.10. Fee – payment due for the provision of particular type of Services in relation to Hardware and/or Software, resulting from the Price List charged during the Reference Period.
1.11. Additional Fee – payment due for the services rendered in relation to Additional Hardware and/or Additional Software, purchased in a given Reference Period, charged in proportion to the length of the remaining Reference Period.
1.12. Supplementary Fee – payment due for the augmentation of the level of Services rendered in the course of the Reference Period, which constitutes the difference between the Fee due for the Service of higher level and the Fee made for the given Reference Period charged in proportion to the length of the remaining Reference Period.
1.13. Software – applications installed or intended to be installed together with the Hardware or enabling the use of the Hardware.
1.14. Additional Software – new Software licenses obtained by the Customer on the basis of Additional Order during the Reference Period.
1.15. The provisions of the Terms of Service concerning the Software shall apply mutatis mutandis to Additional Software.
1.16. Patches – operating Software updates, delivered after they are released by VECTOR SOLUTIONS. The patches do not include functional changes or modifications of Software functions.
1.17. Issue – each abnormality in the operation of the Hardware or/and Software which constitutes a Critical Incident or Non-critical Incident.
1.18. Terms of Service – this document along with its Attachments, defining the common principles for the provision of Services within the Offer.
1.19. Specification – a list of Hardware elements and/or Software construed by the Customer or VECTOR SOLUTIONS at the Customer's request, attached to the Order, and constituting the basis for calculating the Fee in accordance with the Price List.
1.20. Hardware – the object of the provision of Services other than Software.
1.21. Additional Hardware – modules or new units of the Hardware covered by Services on the basis of an Additional Order, purchased during a given Reference Period; the provisions of the Terms of Service concerning the Hardware shall apply mutatis mutandis to Additional Hardware.
1.22. Agreement – a formal basis for the provision of Services.
1.23. Services – technical support services and/or technical support rendered by VECTOR SOLUTIONS for the benefit of the Customer in respect to the Hardware and/or Software including the Releases and Patches.
1.24. Releases – the releases aiming at improving the faults of the Software, which include new functions and/or features the Software.
1.25. Order – Customer's written order of a particular type of Services available in the current Offer, provided in relation to the Hardware and/or Software defined in the Specification.
1.26. Additional Order – Customer's written order of a particular type of Services available in the current Offer provided in relation to the Additional Hardware and/or Additional Software.
1.27. Supplementary Order – a written order of higher level Services than the ones currently provided in relation to the Hardware and/or Software defined in the Specification.
1.28. Critical Incident – an abnormality in operation of the Hardware and/or Software, which results in total lack of function, intermittent loss of connectivity or another obstruction preventing the current operation of the Customer's enterprise based on the Hardware and/or Software and for which abnormality a temporary solution cannot be provided.
1.29. Non-critical Incident – an abnormality in the operation of the Hardware and/or the Software, which can be indicated by an impediment in the configuration or administration of the Hardware and/or the Software or the operation of the Hardware and/or Software which is inconsistent with the manuals, and which abnormality does not result in the suspension of the Hardware and/or the Software.
1.30. Report – a report of the Customer to the Technical Support Centre of VECTOR SOLUTIONS; the report should include the elements specified in the attachment to the Terms of Service defining the procedure of dealing with the Reports.
2.1. The contents of the Agreement shall encompass jointly: the Order and the Specification, as well as the provisions of the Terms of Service.
2.2. VECTOR SOLUTIONS shall inform without delay about the acceptance of the Order and the amount of the Fee due.
2.3. VECTOR SOLUTIONS can refuse to accept the Order in justified cases informing the Customer about it immediately.
2.4. In case of discrepancies between the contents of the documents referred to in point 2.1. above, the order in which they were enlisted indicates the precedence of their use.
2.5. While submitting the Order, the Customer accepts of the contents of the Terms of Service.
2.6. Within the framework of the Agreement the Customer shall provide VECTOR SOLUTIONS with any necessary information and documents, as well as remote access to appliances and assemblies which is necessary for the correct provision of Services.
3.1. The subject of the Agreement is the provision of the Services enlisted in the Offer, which type is indicated in the Order by the Customer and accepted by VECTOR SOLUTIONS for implementation.
3.2. The Services are provided exclusively in relation to the Hardware. If the Services are to be provided also in relation the Software, as per the Order accepted by VECTOR SOLUTIONS, then the Services shall include only the Software installed on the Hardware or the appliances recommended by VECTOR SOLUTIONS.
3.3. When the Customer purchases Additional Hardware and/or Additional Software, they shall be covered with the provision of Services on the day of the acceptance of the additional Order by VECTOR SOLUTIONS.
3.4. The level of Services provided in relation to Additional Hardware and/or
3.5. Additional Software cannot be higher than the level of Services related to the Hardware or Software, unless VECTOR SOLUTIONS makes a written statement stating otherwise.
3.6. The change of level of Services in the Reference Period is possible provided that the Supplementary Order is submitted and it is followed by a Supplementary Fee. VECTOR SOLUTIONS may solely refuse to increase the level of Services for significant reasons.
4.1. The Services are provided during the Reference Period agreed by VECTOR SOLUTIONS and the Customer in the Agreement. In the absence of other arrangements the Agreement is binding for 365 consecutive calendar days, after which it expires, unless it was prolonged.
5.1. The Fees will be charged once, in advance, for the Reference Period, in accordance with the current Price List.
5.2. VECTOR SOLUTIONS provides the current Price List on the request of the Customer.
5.3. In case of purchase of Additional Hardware and/or Additional Software VECTOR SOLUTIONS shall calculate the additional Fee in relation to the value of the Hardware and/or Software, in accordance with the current Price List and the number of full months remaining until the end of calendar year. The provision of point 5.1. above shall apply respectively to Additional Fees and Supplementary Fees.
5.4. The Price List does not include charges, taxes, customs duties, and other civil and legal payments related to the provision of Services, nor additional costs related to the activities undertaken by VECTOR SOLUTIONS on the request of the Customer which do not fall into the scope of the contracted Services. All these payments and costs are to be borne by the Customer, and if VECTOR SOLUTIONS made the payments according to the binding law; the Customer shall immediately reimburse VECTOR SOLUTIONS with the equivalent of the payments made.
6.1. VECTOR SOLUTIONS may commission the provision of a part of the Services to a third party without the consent of the Customer, provided that VECTOR SOLUTIONS will retain the responsibility in relation to the Customer for non-performance or improper performance of the Agreement. The Customer shall make it possible for VECTOR SOLUTIONS'S subcontractors to provide the Services on terms specified in the Terms of Service.
6.2. VECTOR SOLUTIONS states that they do not assume any responsibility for the actions or omissions of other people but the employees and authorised subcontractors of VECTOR SOLUTIONS.
7.1. All Services, including Upgrades and Modifications, will be provided to the Customer under such terms and conditions as set forth in a proper license agreement the Customer is a party to. As a result, (a) warranty coverage may be excluded or Manufacturer’s or VECTOR SOLUTIONS’s liability limited.
7.2. VECTOR SOLUTIONS has the right to refuse to provide Services to the Software if the Customer does not have a sufficient number of valid licenses as required by the applicable terms of the same.
7.3. All patents, trademarks, service marks or business names, registered designs, copyrights, design rights, utility models, topography rights, applications to register any of the aforementioned rights, trade secrets, know-how and rights of confidence and any other intellectual or industrial property rights of any nature whatsoever in any part of the world (“IPR”) arising under the Agreement, except to the extent that they comprise or incorporate IPR supplied by Customer, shall vest in and be owned by VECTOR SOLUTIONS absolutely and Customer shall acquire no right, title or interest therein.
7.4. Any computer program, firmware or other software, software release forming part of the Products or supplied by VECTOR SOLUTIONS to Customer (“Software”) and/or IPR provided to Customer shall remain the exclusive property of Supplier (or its suppliers) and such Software and IPR shall, unless otherwise agreed in writing, be licensed to Customer under the license terms applicable to the equipment, software or systems which they replace or to which they relate.
8.1. All pricing, Software and technical information provided by VECTOR SOLUTIONS under or in relation to the Agreement shall be the confidential information of VECTOR SOLUTIONS and shall not be disclosed to any third party by Customer and constitutes trade secrets. Customer undertakes not to divulge any information of a confidential nature disclosed to it by the VECTOR SOLUTIONS.
9.1. VECTOR SOLUTIONS allows for the access to TechSupport portal by registering the Customer with a unique user name (e-mail address)
9.2. TechSupport portal provides:
9.3. In case the security of the TechSupport portal is threatened, VECTOR SOLUTIONS shall reserve the right to close the access to the portal for the Customer.
10.1. If the remote access to the Hardware or the appliance with the Software installed is required to render the Services, then on the request of VECTOR SOLUTIONS, the Customer shall provide access to such connection for the time necessary to render the Services.
10.2. The Customer shall take measures against losing the password of the system administrator, which includes the Hardware and databases. The Customer bears full responsibility for the consequences of lack of full access to the System and the database resulting from the loss of the password. The stoppage of the operation of the system or the Hardware resulting from the lack of rights is not an issue related to the operation of the Hardware and/or Software and it does not constitute the basis for any claims of the Customer towards VECTOR SOLUTIONS.
10.3. The Customer shall provide VECTOR SOLUTIONS’s representative providing the Services with any rights necessary to provide the Services, on each request of the latter for the time of providing the Services.
11.1. VECTOR SOLUTIONS may restrict or suspend the provision of Services only in the following cases:
12.1. VECTOR SOLUTIONS WARRANTS THAT IT WILL EXECUTE SERVICES WITH REASONABLE CARE AND SKILL. WITHOUT PREJUDICE TO ANYTHING STATED HEREIN TO THE CONTRARY, VECTOR SOLUTIONS MAKES NO WARRANTIES, MAKESNO REPRESENTATIONS OR OTHER COVENANTS THAT IT WILL BE ABLE TO CORRECT ANY PROBLEM, OR THAT ANY SUCH CORRECTION WILL BE FULLY EFFECTIVE, OR THAT ALL SERVICES PROVIDED VIA PHONE, THROUGH ELECTRONIC DIAL-UP ACCESS, OR OTHERWISE, WILL BE EFFECTIVE, IN WHOLE OR IN PART, FOR THE PURPOSE OR PURPOSES FOR WHICH THEY WERE DEMANDED, OR FOR ANY OTHER PURPOSE, OR THAT ALL SERVICES, UPGRADES OR AMENDMENTS TO THE SOFTWARE, PROVIDED TO THE CUSTOMER WILL MEET ITS EXPECTATIONS AND WILL BE FREE OF ERROR OR MISTAKES. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, VECTOR SOLUTIONS DISCLAIMS ANY AND ALL OTHER WARRANTIES, OBLIGATIONS, REPRESENTATIONS OR OTHER CONDITIONS, EXPRESS OR IMPLIED WITH REGARD TO THE SERVICES, UPGRADES AND MODIFICATIONS PROVIDED TO THE CUSTOMER UNDER AGREEMENT, INCLUDING, THEIR SATISFACTORY QUALITY, NON-INFRINGEMENT OF RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE.
12.2. VECTOR SOLUTIONS aggregate liability arising out of or relating to the Services provided under the Agreement is limited to the Fees payable for the period, in which the events or circumstances for which the VECTOR SOLUTIONS is liable under the Agreement occurred. In addition, VECTOR SOLUTIONS, in no event shall be liable for any damages, even if it can be reasonably foreseen or VECTOR SOLUTIONS has been advised of the possibility of such damages. VECTOR SOLUTIONS is not responsible for any loss of profits or revenue, loss of use of the Software, loss of data, and the cost of recovery of lost data, the replacement cost of equipment or computer programs, or claims by third parties. However, these restrictions do not exclude or limit liability of VECTOR SOLUTIONS provided for in the generally applicable and mandatory provisions of law.
12.3. In the event of a breach by the Customer of its obligations under the Agreement or undertaken in connection with the provision of Services, VECTOR SOLUTIONS’s liability with respect to execution of the Agreement or any part thereof, where such execution depends on proper performance by the Customer of its obligations, will be excluded.
VECTOR SOLUTIONS is not liable for failure to perform or improper performance of the Agreement, if it was due to a Force Majeure event. VECTOR SOLUTIONS and the Customer agree that for the purpose of proper execution of an Agreement the Force Majeure event will be understood as an event independent of VECTOR SOLUTIONS or the Customer, impossible to predict and prevent, that occurred after the entry into force of the Agreement, including without limitation, natural disasters, strikes, changes in the law and the orders and prohibitions imposed by the authorities, abrupt cessation or suspension of services or production by the VECTOR SOLUTIONS, as well as suspension of the provision of universal services (telecommunications, transportation, and the like).
14.1. VECTOR SOLUTIONS is committed to process, or have processed, the personal data of the Customer in full compliance with relevant provisions of law, including in particular the Act of 29 August 1997 on Personal Data Protection (Journal of Laws of 2002, No. 101, item. 926, as amended).
14.2. The Customer hereby agrees to transfer its personal data to VECTOR SOLUTIONS’s partners regardless of their place of buiness, if it is necessary for the proper performance of the Agreement.
14.3. The Customer hereby consents to be provided by VECTOR SOLUTIONS with commercial information transmitted electronically.
14.4. The Customer has the right to oppose the processing of its personal data or personal data of its employees for a purpose as communicated by VECTOR SOLUTIONS.
14.5. If, in connection with the provision of Services VECTOR SOLUTIONS gains access to personal data stored on the Hardware, it is assumed that the VECTOR SOLUTIONS has been authorized by the Customer to gain access to such data to the extent necessary for the proper performance of a relevant Agreement.
Either VECTOR SOLUTIONS or the Customer shall comply with all relevant Health and Safety laws and regulations in all respects in relation to its obligations under the Agreement (including without limitation a safe working environment and methods of working), and shall indemnify the other Party in respect of all costs, liabilities, damages or expenses incurred as a result of any failure to do so.
Transfer (assignment or delegation) of rights and obligations a rising out of the Agreement by one Party is subject to prior written consent of the other Party, except for the transfer of a right to receive dues for Services.
17.1. The Polish law, excluding its conflict of laws rules, shall decide all matters arising out of the Agreement.
17.2. Any disputes related to the Agreement between VECTOR SOLUTIONS and the Customer shall be settled exclusively by the Court of Arbitration at the Polish Chamber of Commerce in Warsaw, Poland. Arbitration, including the hearing, will take place in Warsaw and will be conducted in English or Polish.
17.3. These Terms of Service apply until publication of the revision or replacement of the same on VECTOR SOLUTIONS’s website. The current version of the Terms of Service is always available on VECTOR SOLUTIONS’s website.18 VECTOR SOLUTIONS DATA
VECTOR SOLUTIONS Sp. z o. o., a limited liability company, duly incorporated under the laws of Poland, with its principal place of business in Gdynia (postal code: 81-577), 6 Krzemowa Street, entered in the National Court Register (register of entrepreneurs) kept by the District Court Gdańsk-Północ in Gdańsk, VIII Commercial Division of the National Court Register, KRS number 0000589935, NIP (tax identification number) PL 958-16-71-366, REGON number 363182557, share capital at 2.480.000 zł (Polish zloty). ATTACHMENTS Attachment no. 1 - Procedure for submitting and handling Reports
17.4. PROCEDURE FOR SUBMITTING AND HANDLING REPORT
17.4.1 In the event of detecting an issue in the operation of the Hardware or Software the Customer shall report the Issue to the technical assistance centre of VECTOR SOLUTIONS with the use the TechSupport portal, e-mail to [email protected] and by the phone for Critical Incident especially in non Working Hours.
17.5. The Report should include:
17.6. Once the Report has been registered the Customer shall receive a case number and in further contacts with VECTOR SOLUTIONS, this case number should be referenced.
17.7. VECTOR SOLUTIONS shall analyse the situation and provide assistance, and the same time they will establish whether the Issue concerns the Hardware or Software.
17.8. It the Issue relates to the Hardware then in accordance with the terms of the Service purchased:
17.8.1. V-Aid Service/V-Aid EW Service
17.8.2. V-Aid NBD Service:
17.8.3. V-Aid 3BD Service:
17.9. In case of the Issue in the Software the following actions are taken:
17.9.1. VECTOR SOLUTIONS shall request the provision of necessary information, the Customer shall immediately provide necessary information, which will allow for the classification of the Issue and suggest a solution.
17.9.2. If the Customer resolved deleted the Issue with the guidance provided in the course of a consultation; they shall immediately inform VECTOR SOLUTIONS about it.
17.9.3. If for diagnosing and/or reacting to the Issue, a remote access is required, VECTOR SOLUTIONS shall inform the Customer about it immediately. The time during which VECTOR SOLUTIONS awaits for remote access is not included in the time intended for deletion of the Issue.
17.9.4. VECTOR SOLUTIONS has the right to change the classification of the Issue from a Critical Incident to a Non-Critical Incident, if:
17.9.5. VECTOR SOLUTIONS shall take all available actions in order to delete resolve the Issue within the shortest time possible in accordance with the terms of a particular type of Service.
17.10. In the event of the Issue qualified by VECTOR SOLUTIONS as a Critical Incident, VECTOR SOLUTIONS's time of response is 2 Working Hours from the moment of VECTOR SOLUTIONS accepting and confirming the Report of a Critical Incident, under the condition that the Customer confirms the Report with the telephone call. VECTOR SOLUTIONS shall take up and continue work in order to find the solution to the Issue or implement a substitute solution.
17.11. In the event of the Issue qualified by VECTOR SOLUTIONS as a Non-Critical Incident, VECTOR SOLUTIONS shall take up work in order to find the solution to the Issue within 1 Working Day from the moment of the acknowledgement of receipt of a Non-Critical Incident by VECTOR SOLUTIONS.