Our rules

General rules of cooperation Automation House Ltd.

1 Definitions 

Automation - a service provided by Automation House to automate the technical or technological processes specified by the Parties by appropriately programming the processes using the Software; 

Customer's Office - the address indicated by the Customer for the provision of Automation or Services other than remotely, in accordance with the GTOC;

Error - an irregularity in the functioning of Automation, including, in particular, non-compliance with the Order or any other malfunction of Automation;

Price list - a document that specifies the current rates of Automation House's remuneration for services;

Response Time - the period of time from the moment of the Order, until Automation House takes appropriate action in accordance with Section. 8 OF THE SCI;

Business Day -a day from Monday to Friday with the exception of public holidays in Poland;

Business Hours - Monday through Friday from 8:00 a.m. to 6:00 p.m., except for public holidays in Poland;

Repair - actions of Automation House specialists to remove Errors;

Workaround -  restoring the operation of the Automation to the state prior to the occurrence of the Error, with possible restrictions on how the Automation may be used. A workaround does not constitute a removal of the Error;

Software - software owned by the Customer or supplied by third party suppliers, used by Automation House to perform Automation;

Client's Authorized Person - a person authorized to make an Order, indicated by the Client in accordance with clause. 7.6 OF THE SCI;

SCI-this document;

Package of hours -  a package is assumed to include 20 man-hours of Automation House work or a multiple of 20 man-hours. The package consists of hours spent on research, preparation of the Solution, consultations, meetings and other communication with the Customer;

Copyright - Law of February 4, 1994 on copyright and related rights;

‍Hourly Report - hourly billing maintained and prepared by Automation House provided to the Client;

RODO - Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC

Solution - All results and outcomes of the work carried out by Automation House in the execution of the Order;‍

Parties - collectively the Customer and Automation House; the term "Party" refers to each of these entities individually;

Agreement - a framework agreement for the implementation of automation;

Service - a service other than Automation, provided on the basis of an Order;

Maintenance Services (SLA) - services to ensure the correct operation of Automation;

Order - an order requesting Automation House to undertake activities as part of the Services provided under the Agreement, in accordance with section 3 of the GTOC.

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2 General provisions 

2.1 The GTOC set out the terms on which Automation House will provide the Automation Services to the Customer and the Services set out in detail in the Order.

2.2 The cooperation of the Parties shall be governed by all the provisions of the GTOC, unless otherwise specified in the Agreement.

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3 Automation or Service Order 

3.1 Automation House shall undertake activities within the scope of the Automation or Services provided each time after an Order from the Customer, detailing the thematic and time scope of the activities within the scope of the Automation or Services indicated in the Order. 

3.2 All communications between the Parties regarding the Agreement shall be made electronically to the email addresses indicated in the Agreement or through a tool provided by Automation House, such as ClickUp.

3.3 The Order shall be deemed to have been duly executed upon receipt of confirmation of its receipt by Automation House in the same form in which the Order was sent.

3.4 Orders may be made only by Authorized Persons of the Client.

3.5 The Customer, having made an Order, may cancel it, using any of the communication channels specified in Clause 3.2, provided that this is communicated to Automation House no later than 2 days before the relevant actions described in Clause. 8 SCI (Response Time).

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4 Place of service provision 

4.1 Automations and Services shall be provided to the Customer using Software available as SaaS:

4.1.1. remotely - Customer shall provide Automation House with the appropriate configuration of servers or computers and remote access to them;

4.1.2. at the Customer's Office - if the Parties so agree;

4.1.3. at other locations - if the Parties so agree.

4.2 Automation House shall not be liable for non-performance of the Agreement in case of lack of remote access to servers or computers for reasons attributable to the Customer.

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5. commitments of Automation House

5.1 Automation House undertakes to:

5.1.1. to perform the Services for the benefit of the Customer on the dates agreed upon by the Parties,

5.1.2. provide the Customer, including the Customer's Authorized Persons, upon request, with information on the progress of the Automation and Services performed,

5.2 Automation House declares that:

5.2.1. it shall carry out business activities in respect of the subject matter of the Agreement,

5.2.2. it shall carry out his business activities on its own account and at its own risk and is thus legally and materially liable towards the Customer and third parties for the consequences of its acts and omissions,

5.2.3. has at its disposal appropriate technical resources and qualified personnel to enable the Agreement to be duly performed,

5.2.4. all work will be carried out conscientiously, on time, with due diligence, in accordance with prevailing knowledge and standards in the field and with accuracy,

5.2.5 Automation House represents that all Automation and Services performed by Automation House under the Order, as well as the results thereof and the results performed or provided to the Customer under the Order shall be free from legal defects. In particular, Automation House assures that the Customer's use of the aforementioned results of the Services will not violate generally applicable law, any rights of third parties, including copyrights, or good morals.

5.3 If a claim by a third party relating to a legal defect in any result of the Automation or Services is made (or is likely to be made), Automation House, at its own expense, shall promptly modify the results of the Automation or Services so far provided to the Customer or replace them with at least equivalent quality and functionality as the original content, to the extent necessary to remedy the identified legal defect, and shall provide the Customer with the ability to use the results of the Automation or Services so modified.

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6 Customer's obligations  

6.1 The customer undertakes in particular:

6.1.1. cooperate with Automation House to the extent necessary for the proper execution of the Agreement,

6.1.2. make timely payments to Automation House,

6.1.3. to make periodic backups of data, especially data critical to the Customer, independently of Automation House,

6.1.4. inform Automation House of any changes to the IT infrastructure that may affect the performance of the Agreement.

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7 Specific provisions 

7.1 The Services shall be provided by Automation House during Business Hours, unless otherwise agreed by the Parties from time to time.

7.2 The Parties declare that the Customer does not direct the work of Automation House and does not exercise day-to-day supervision over the implementation of the individual Automation and Services by Automation House.

7.3 Automation House may outsource the execution of the Order to third parties without obtaining the Client's prior consent.

7.4 As a general rule, the Customer shall not be granted any administrative rights related to the scope of Automation House's Automation or Services, unless agreed upon with Automation House.

7.5 If the performance of Automation or the Service or any part thereof, and in particular the rectification of an Error, will involve the possibility or necessity of loss or damage to the Customer's data, the Customer agrees to such action by Automation House, and Automation House undertakes to inform the Customer of such circumstances prior to the performance of Automation or the Service or any part thereof.

7.6 The Customer shall send Automation House, using the e-mail addresses indicated in Section 1.4 of the Agreement's Compariant, a list of the Customer's Authorized Persons, with the e-mail address or telephone number of each person, and undertakes to ensure that this list is kept up to date.

7.7 In the case of an Error Order, Automation House shall not charge remuneration if the Error was caused by Automation House. In other cases, Automation House shall be compensated for providing the Services at the rates specified in the Price List.

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8 Maintenance Service Response Time (SLA).

8.1 The correctness of the Automation and Services is monitored by Automation House robots 24 hours a day, 7 days a week, so that Automation House is able to obtain information about the Error regardless of the Customer's Order on removal of the Error.

8.2 Notwithstanding the monitoring referred to above, Automation House shall provide the Customer with a dedicated support form where the Customer may report the occurrence of an Error 24/7. Automation House shall provide the Customer with a link to the form electronically, in the manner referred to in Section. 3.2. above.

8.3 The Response Time shall be, depending on the SLA variant you have - 24 business hours, 48 business hours or 5 business days, each time on business days.

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9. Accountability 

9.1 Automation House shall not be liable for damages:

9.1.1. arising from causes beyond the control of Automation House, in particular for damage to the Customer's equipment and data;

9.1.2. caused by the actions of third parties, including cyber attacks or malware,

9.1.3. resulting from Customer's negligence, including failure to update the list of Authorized Persons, failure to make backups or improper use;

9.1.4. the Customer's failure to make periodic data backups,

9.1.5. related to defects in third-party Software, regardless of whether it is provided by Automation House;

9.1.6. resulting from the Customer's actions inconsistent with Automation House's instructions.

9.2 In the event of non-performance or improper performance of the service, Automation House's liability shall be limited to rectification of defects free of charge or re-performance of the service within a reasonable time agreed with the Customer.

9.3 Automation House's liability shall be limited to the amount of remuneration received for the service to which it relates

claim, but no more than is covered by Automation House's insurance policy.

9.4 Automation House's liability shall cover only actual damage (exclusion of liability for the Customer's lost profits).

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10 Remuneration, costs and payment 

10.1 In return for providing the Automation or Services specified in the respective Order and for transferring copyrights or granting licenses to the Works, the Customer shall pay Automation House a fee in the amount specified between the Parties in the Order.

10.2 In case of doubt, the remuneration for the transfer of copyrights or licensing of Works and transfer of ownership of the medium on which the Work was fixed shall be 20% of the total amount of remuneration.

10.3 The amount of remuneration for SLA packages and the provision of tools to the Customer is specified in detail in the Price List.

10.4 The remuneration payable to Automation House shall be increased by Value Added Tax (VAT) at the applicable rate.

10.5 Automation House's remuneration shall be payable in full in advance and shall be due regardless of whether the Customer has received / accepted the Automation or Services. Failure to receive / accept within 30 days from the date of presentation of the Automation or Service in whole or in part to the Customer for receipt / acceptance shall be deemed tacit receipt / acceptance of the Service by the Customer.

10.6 The Customer agrees to issue invoices without the Customer's signature and to send invoices electronically.

10.7 The remuneration shall be paid to the bank account indicated by Automation House on the invoice.

10.8 In case of non-payment of remuneration within the period specified in the Agreement, Automation House shall send a reminder to the Customer by e-mail to the Customer's e-mail address indicated in the Agreement. If the remuneration is not paid within seven working days from the date of sending the reminder, Automation House is entitled to

discontinuation of the Services until the date of payment of the total remuneration due.

10.9 The delay referred to above shall not postpone the date of payment of remuneration for subsequent months of the term of this Agreement.

10.10. The day of payment shall be the day on which Automation House's bank account is credited.

10.11. The parties allow the possibility of offsetting mutual obligations and receivables.

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11 Copyright 

11.1 In the event that Automation House creates, as part of the implementation of Automation or Services, a work within the meaning of the Copyright Law (the "Works"), Automation House shall, within the framework of the remuneration specified in the Order, grant to the Customer a non-exclusive license, unlimited in time or territory, to the Works on the terms detailed in the Order, in the fields of exploitation indicated therein and in accordance with the following provisions.

11.2 In the absence of any provisions to the contrary by the Parties in the Order, Automation House shall grant the Client a license to the Works in the following fields of exploitation: to the extent of fixation, reproduction and distribution - exclusively to the extent of use of the Works to the extent consistent with the purpose and nature of the Order.

11.3 As a general rule, the license shall be granted upon transfer of the Work in question to the Customer. In cases expressly specified in the Order, the granting of a license may take place upon payment to Automation House of the remuneration specified in the respective Order.

11.4 At Automation House's request, the Customer, as part of the remuneration specified in the Agreement, may provide its logo (hereinafter referred to as the "Logo") in an electronic version for Automation House's self-promotion purposes. In such situation, the Customer:

11.4.1. grants Automation House a non-exclusive, territorially and temporally unlimited license to use the Logo for recording, reproduction

and dissemination - only to the extent of posting and disseminating the Logo in social media and on Automation House's website, as well as in offer presentations sent by Automation House to its potential Clients;

11.4.2. declares that he is entitled to full economic and personal copyrights to the Logo and that the Logo will be free of any encumbrances and restrictions in favor of third parties;

11.4.3. in the event that the Customer makes an untrue statement referred to in the preceding paragraph and a third party makes any civil law claims against Automation House - the Customer agrees to indemnify Automation House against any damages or remedies for copyright infringement and reimburse Automation House for reasonable and duly documented costs incurred to protect its rights.

11.5 For the avoidance of doubt, the Parties confirm that the automation scenarios created by Automation House in the implementation of Automation or the Service are not a Work.

11.6 Automation House may execute Automations or Services both on its own resources (e.g., its own accounts in Make applications) and on the Customer's resources, depending on the arrangements contained in the Order. In the case of execution on Automation House's resources, certain resources are made available to the Customer to the extent necessary for the proper operation of the Automation or Service.

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12 Confidentiality 

12.1 Each party (Disclosing Party) has disclosed or may disclose to the other party (Receiving Party) certain Proprietary Information set forth below, and the Receiving Party agrees not to use such

Proprietary Information or any part thereof for any purpose other than the purpose expressly set forth in this Agreement.

12.2 All Proprietary Information shall be and remain the exclusive property of the Disclosing Party.

12.3 The Parties undertake that:

12.3.1. For purposes of this Agreement, "Proprietary Information" shall mean information, whether or not originating from the Disclosing Party, used by the Disclosing Party in the conduct of its business and (i) proprietary to, concerning or created by the Disclosing Party; (ii) which gives the Disclosing Party some competitive advantage or the possibility of obtaining such advantage, or the disclosure of which may be detrimental to the interests of the Disclosing Party; (iii) designated as Proprietary Information by the Disclosing Party; or which, due to any relevant circumstances, should be considered by the Receiving Party to be confidential and proprietary to the Disclosing Party; or (iv) not generally known by personnel of the Non-Disclosing Party.

12.3.2 Such Proprietary Information shall also include, but not be limited to, the following types of information and other information of a similar nature (whether or not limited to written form and marked as confidential or not):

12.3.2.1. computer software of any type in any phase of actual or anticipated research and development, including but not limited to programs and program modules, routines and subroutines, processes, algorithms, design ideas, design specifications (design notes, annotations, documentation, diagrams, code sheets and the like), source codes, result codes and loading modules, programming, program patches and system designs,

12.3.2.2.information relating to the Disclosing Party's proprietary rights prior to public disclosure, including, but not limited to, the nature of proprietary rights, manufacturing, technical and engineering data, test data and test results, status and details of product research and development

and services, and information relating to the acquisition, protection, enforcement and licensing of proprietary rights (including patents, copyrights and trade secrets),

12.3.2.3. internal information regarding the Disclosing Party's personnel and financial information, supplier names and other supplier information (including supplier characteristics, services and Agreements) information regarding purchasing and internal costs, internal services, operating instructions and the Disclosing Party's manner and methods of doing business,

12.3.2.4. marketing and development plans, pricing and cost data, pricing and fee levels, pricing and accounting policies, pricing procedures, marketing techniques and methods for obtaining orders, forecasts and estimations and projected volumes, future plans and potential strategies of the Disclosing Party that have been discussed or are being discussed,

12.3.2.5. the names of the customers and their representatives, the Agreements, their contents and the parties to the Agreements, the customer service, the data provided by the customers and the type, quantity and specifications of the products and services purchased, leased, licensed and received by the Disclosing Party's customers,

12.3.2.6.access passwords.

12.4 The Receiving Party shall use the Proprietary Information only for the purpose of performing the Agreement.

12.5 The Receiving Party agrees not to directly or indirectly disclose, display, deliver, transfer, or otherwise make available any Proprietary Information to any person or entity during the period that the Receiving Party has access to the Proprietary Information or thereafter, unless the Receiving Party receives prior written consent from the Disclosing Party. The Receiving Party agrees not to make copies of the Proprietary Information or any part thereof. Never or under any circumstances does the Receiving Party agree not to

Convert, do not decompile Proprietary Information.

12.6 The Receiving Party shall not disclose any Proprietary Information to any third party except to employees or designated consultants of the Receiving Party who (a) have a need to know such information in connection with the performance of the Contract and (b) are bound by a similar obligation of confidentiality by the Receiving Party.

12.7 If the Receiving Party is required by law to disclose the Proprietary Information, the Receiving Party shall not do so without first making every effort to inform the Disclosing Party of such legal requirement and without giving the Disclosing Party an opportunity to contest such requirement.

12.7.1. The foregoing shall not apply to Proprietary Information as to which the Receiving Party can prove in writing that (a) it was in the public domain through no fault of the Receiving Party; (b) it knew them, without limitation, prior to their disclosure by the Disclosing Party, (c) they were properly disclosed to it, without limitation, by another person authorized to do so, (d) they were independently obtained by the Receiving Party without use of or reference to the Disclosing Party's Proprietary Information, or (e) their disclosure is required by applicable law or court order or procedure, provided that, to the extent permitted and feasible under the circumstances, the Receiving Party shall provide the Disclosing Party with (i) prior notice of its intention to disclose and provide the Disclosing Party with an opportunity to respond or object to such order, or (ii) if prior notice is not permitted or feasible under the circumstances, prompt notice of such disclosure.

12.7.2 The Receiving Party shall immediately notify the Disclosing Party of any unauthorized release of Proprietary Information.

12.7.3 If the Receiving Party decides not to continue its business relationship with the Disclosing Party, or if requested to do so by the Disclosing Party, the Receiving Party shall promptly return the Proprietary Information and any copies and extracts thereof.

12.7.4 The parties recognize that the Proprietary Information is of a unique nature and represents a high value, and that a disclosure made in violation of the provisions of this Agreement will have the effect of irreparably harming the Disclosing Party, for which monetary compensation will not be a sufficient remedy. Therefore, the parties agree that in the event of a breach of confidentiality, the Disclosing Party shall be entitled to liquidated damages in the amount of 10,000 (ten thousand zlotys). In the event that the Disclosing Party's damages exceed the amount of the stipulated contractual penalty, the Disclosing Party may seek compensation on general terms.

12.7.5 The obligation of confidentiality shall remain in effect with respect to any Proprietary Information for a period of three years from the time of its disclosure. The obligation to keep company secrets confidential is not limited in time.

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13 Personal data 

13.1 If personal data is processed in the course of the performance of the Agreement, the Parties shall conclude a separate agreement for the entrustment of the processing of personal data.

13.2 The Customer agrees to provide the following RODO information clause to the Customer's representatives, Authorized Persons and other persons executing the Agreement on the Customer's part.

13.3 In accordance with Article 13(1) of the RODO, Automation House informs you that:

13.3.1 The administrator of the personal data of the Customer, persons representing the Customer, Authorized Persons and other persons executing the Agreement on the part of the Customer is Automation House,

13.3.2. the scope of processed data may include such data as name, surname, official position, telephone number, e-mail address,

13.3.3. the controller shall process personal data on the basis of 1) Article 6(1)(b) RODO, i.e. processing is necessary for the performance of a contract to which the data subject is a party, or to take action at the request of the data subject prior to entering into a contract, 2) Article 6(1)(c) RODO - legal obligation

incumbent on the administrator regarding accounting and archiving, 3) Article 6(1)(f) RODO - the administrator's legitimate interest in the possible establishment, investigation or defense against claims;

13.3.4. personal data may be made available to other authorized entities, based on the provisions of law, as well as to entities with whom the controller has entered into an agreement for entrustment of data processing in connection with the implementation of services for the controller,

13.3.5. a copy of your personal data can be obtained from the administrator's office,

13.3.6. personal data will be stored until the expiration of the statute of limitations under the Civil Code,

13.3.7. the person whose data is processed has the right to access the content of his/her data, to rectify or restrict its processing, as well as the right to object to processing, the right to data portability and the right to lodge a complaint with the President of the Office for Personal Data Protection,

13.3.8. providing personal data is voluntary, however it is necessary to conclude the Agreement. The consequence of failure to provide personal data will be the lack of execution of the Agreement,

13.3.9. the controller does not make automated decisions based on personal data.

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14 Assignment

14.1 Customer's transfer of rights and obligations under this Agreement to a third party shall be subject to prior approval of Automation House.

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15. contract period, termination 

15.1 If the Order is accepted by Automation House, an agreement shall be concluded between the Parties for the term indicated in the body of the Order or resulting from the nature of the Automation or Service to be performed under the Order.

15.2 Either Party shall have the right to terminate the Agreement with immediate effect

in the event of a flagrant violation of the Agreement by the other Party and failure to remedy the violation and its consequences within 3 days from the date of the request for remedy.

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16 Final provisions 

16.1 In order to improve the quality of its services, Automation House shall have the right to update the T&C or Price List during the course of its cooperation with the Customer. In such case, Automation House guarantees that the Customer shall be notified of the change well in advance, not less than 30 days prior to the effective date of the changes, while providing an opportunity to terminate the Agreement. The Customer shall send a statement of termination of the Agreement to Automation House no later than the effective date of the changes. Failure of the Customer to submit a statement within this period shall be deemed acceptance of the changes.

16.2 Any disputes related to the execution of the Agreement shall be settled by the Polish competent court determined according to the seat of Automation House.

16.3 All annexes to the Agreement constitute its integral parts.

16.4 In matters not regulated by the Agreement, the provisions of the Civil Code shall apply in particular.

16.5 The laws of the Republic of Poland shall apply to the Agreement and the SCI.