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Coditive Terms of services

  1. General statements

    1. Before starting the use of Coditive Services, Client is obliged to accept the provisions of these Terms of Service and the Privacy Policy (which is an attachment no. 1 to these Terms). By accepting this Terms of Service Client agree to comply with its provisions and with the generally applicable law.
    2. 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.
    3. These Terms of Service form a legally binding contract between a Client and the Coditive, 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).
    4. Access and use of the Site is concerned as acceptance of these Terms of Service and the Privacy Policy (which is an attachment to these Terms) regarding the service of using the Website.
    5. After the end of the provision of services, as well as in case lack of cooperation with the Service Provider, the Customer is obliged to change the access data (to the website administration panel and / or FTP account, hosting administration panel, database) granted to CODITIVE.

  2. Definitions

    The capitalised terms used in these Terms of Service and the Order shall have the following meaning:
    1. Developer – software developer, member of Coditive team i. e. WordPress specialized programmers working for the Coditive.
    2. Due date – is the date when the deploy-ready development work is performed.
    3. Coditive – brand that belongs to Coditive Sp. z o. o. an entity that provides specialised programming services of websites running on installations of WordPress which include WordPress custom programming services. Coditive Sp. z o. o. provides access to the Site and Services available through the Site. Coditive 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 0000907960, VAT No. PL9691643891.
    4. Site – Coditive website, accessible under the site: https://coditive.com/ and all associated sites which are linked to the Site, which are operated by the Coditive.
    5. Services – the services provided by CODITIVE in accordance with these Terms of Service, which include WordPress custom programming services (eg. services consisting in creating and editing websites based on the WordPress content management system). As a Service it shell by understood also any other service and content the CODITIVE makes available to or performs for Clients, as well as the offering of any materials displayed, transmitted or performed on the Site or through the Services.
    6. 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 Coditive.
    7. 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.
    8. 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).

  3. Requests:

    1. Coditive will prepare an Offer to provide Services based on a Request submitted by the Customer. Service provided by Coditive may be requested through the “Contact us” page or via another source.
    2. 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.
    3. Coditive reserves the right to:
      1. answer only selected requests,
      2. refuse to provide the Services to the Client at any time, while maintaining remuneration for services already performed.
    4. Each request will be individually evaluated by the Coditive based on applicable hourly rate and the scope of work required for the performance of the requested Services.
    5. Upon receiving Client’s request Coditive will present the Client with an Offer where will be described what Services are included in it and the fee.
    6. After accepting the Offer by the Client, Coditive will provide the Client with an Order containing the details of the Offer. The provisions contained in the Order are binding for the Parties.
    7. 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 Coditive would submit a new Offer to the Client.
    8. 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 in the case of Services under which an offer with a price of up to $1000 or €1000) from the Client’s last interaction with CODITIVE team.
    9. 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 Coditive, however the Client has no obligation to respond to it. The Client agrees that, the review may be made public by the Coditive e.g. on pages that belong to Coditive.
    10. The Coditive cannot use the access to servers for any reason beyond the scope of performance of the Services offered through the Site.
    11. All of the Services available on the Site can be used only for commercial use eg. Client’s business, unless Parties have decided otherwise.

  4. Payments:

    1. Services offered by Coditive require payment of fees evaluated by the Coditive on a prepay basis or on a basis stated by Coditive.
    2. After the acceptance of the Order, if:
      1. the payment is on the basis of prepayment: a link (URL) to the electronic Order form is sent to the Client. After acceptance of the Order along with the acceptance of these Terms and Privacy policy by selecting the appropriate checkbox, Client downloads a proforma invoice for payment in advance.
      2. payment is on the terms indicated in the Order:
        1. a link (URL) to the electronic Order form is sent to the Client. After acceptance of the Order along with the acceptance of these Terms and Privacy policy by selecting the appropriate checkbox, Client downloads a proforma invoice for payment for first Stage.
        2. remaining after payment of the advance (referred to in point 4.2.2.1.) 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 CODITIVE’s bank account.
    3. Payments may be made to CODITIVE’s bank account (specified in proforma invoice) or through online payments made available by CODITIVE.
    4. If the Client fails to make the payment which refers to in p. 4.2. 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 CODITIVE is not credited to CODITIVE’s bank account, CODITIVE has the right to suspend his Services to the Client.
    5. 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 CODITIVE’s bank account.
    6. In the event of resignation by the Client after the start of the provision of Services by CODITIVE, payment already made by the Client is not refundable. Furthermore in that case CODITIVE 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 CODITIVE team.
    7. 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 system accepted by CODITIVE. After being idle by the Client for five (5) or more business days, the project will be suspend and provisions of point 4.6 shall apply. In that case the deadline indicated in the Order does not bind CODITIVE. In that case any Services specified in the accepted Order may be a subject to separate estimation.
    8. The CODITIVE 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.
    9. 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 CODITIVE.
    10. 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.
    11. If the Client purchases in advance:
      1. 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.
      2. 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.
        By the purchase of any Package mentioned above, the Parties understand a situation when the payment of remuneration due to CODITIVE is credited to CODITIVE’s bank account.
    12. 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.
    13. After receiving the payment, CODITIVE 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 CODITIVE 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:

    1. Technical requirements concerning the use of the Site and Services are as follows:
      1. Internet connection;
      2. 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;
      3. active e-mail account.
    2. In order to carry out the Services the Client should provide the CODITIVE work environment in accordance with the requirements described at https://wordpress.org/about/requirements/; If the website or web application is not based on the WordPress system the requirements that it should meet will be indicated by CODITIVE before start of cooperation beetween Parties. The Client undertakes to provide to CODITIVE, no later than 2 days from the date of accepting the Order or signing the agreement (according to the basis of cooperation between the Parties), access data to the hosting account that meets the requirements described in the preceding sentence, and which the Client indicates as the place where the ready website or ready programming works for the Website or Aplication. If the Client fails to provide the access data to hosting accounts or provides a hosting accounts that does not comply with the requirements mentioned in the previous sentence, the Contractor is not obliged to install and set up the Website on the server indicated by the Client or to enable the Client to run tests of the Website. In such event, the Contractor shall provide all the necessary files of the Website in such a manner that it will make them available in the form of an archive to be downloaded from an FTP server, informing the Client about it in an e-mail message, which shall be deemed as delivery of the ready Website.
    3. 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.
    4. Client is obligated to refrain from any work done on the website by himself or any third party (other than CODITIVE) during the project development by CODITIVE under pain of losing these data or changes. In case of performing any actions referred to in the previous sentence, Client must provide a GIT environment to make tracking changes easy.
    5. A Client is obliged to refrain from any actions (among others use of any system, hardware, software or network connected to the Website or Application) that could damage or disturb the operation of the Site during performing Services by CODITIVE.
    6. 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.

  6. Liability:

    1. The Coditive is not liable for the content that is provided by Client.
    2. The Coditive 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 Coditive. In such a case the Coditive shall not bear any liability vis-à-vis Client for taking such remedies.
    3. Within the maximum extent allowed by applicable law, the Coditive 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.
    4. Within the maximum extent allowed by applicable law, the Coditive 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.
    5. 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 Coditive 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 Coditive shall not bear any liability vis-à-vis Client’s for described actions.
    6. Within the maximum extent allowed by applicable law, the Coditive shall not be liable for any damages made to the Client.
    7. 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:

    1. Unless the parties have agreed otherwise in a written agreement, CODITIVE grants the Client a license for the work performed by CODITIVE as part of the services provided to the Client. The license referred to in the preceding sentence, granted by CODITIVE, is subject to such limitations as, among others: the use of Open-source software, general terms of use of WordPress system (specified in https://wordpress.org/about/license/) and the rules of other licenses used for work performed as part of the services provided to the Client.
    2. Any intellectual property rights of the Site are the exclusive property of the Coditive 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 Coditive or third parties. Therefore, it may not be reproduced, used or represented without the prior authorization of the Coditive 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 but are accessible by using the Site, constitute the property of their respective owners and are protected by copyright law, or other laws governing intellectual property.
    3. The Client is granted the right to use the Site solely for the purposes stated in the Terms. The Coditive 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 as the Coditive intends the Site to be used, and only in accordance with these Terms of Service. Coditive 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, 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, unless the Parties have otherwise agreed. The license granted above and Client’s right of use of the Site will terminate immediately if Client fails to comply with these Terms of Service.
    4. Clients can use third parties’ products offered through the Site in accordance with and subject to licenses granted by these third parties.
    5. The Coditive 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 Coditive 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.

  8. Personal Data Protection and Privacy Policy:

    1. Operations performed by the Coditive upon Clients’ personal data, such as collection, recording, storage, use and disclosure are subject to the Privacy Policy (which constitutes an attachment and an integral part of this Terms of Service).
    2. 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 Coditive.
    3. Client agrees to the processing of all personal data that he provides in the circumstances and purposes stated in the Privacy Policy.

  9. Amendments and Modifications:

    1. The Coditive may modify the provisions of these Terms of Service at any time but only to the extent permitted by the applicable law.
    2. Changes regarding payments does not affect the fees and prices related to job requests previously approved and evaluated by the Coditive.
    3. 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 Coditive. 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:

    1. The Coditive and a Client are independent parties, and nothing in these Terms of Service constitutes a partnership between or joint venture of the Coditive and a Client.
    2. 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 Coditive.
    3. The Client grants the consent of Coditive to use the Client’s name and logo and description of services provided by Coditive on the basis of these Terms (however not revealing the names and details of services provided to customers of the Client) to promote Coditive, in particular to display the Client’s name and logo on the website, promotional materials and advertising media of Coditive.
    4. Any queries or comments regarding these Terms of Service may be submitted at https://coditive.com/contact/ or by mail address: [email protected].
    5. 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.
    6. 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).
    7. 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.
    8. 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.
    9. 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.
    10. The Terms of Service come into effect on February 1st, 2019.

Attachments: Privacy policy