Definitions of certain terms used in the Agreement:

1)	Agreement – this Agreement with all Appendices;
2)	Reporting User – an employee or co-worker appointed by Customer by e-mail or in writing for submitting Purchasing Orders (PO);
3)	Ticketing System – IT system supplied by the Contractor which documents and serves to ensure communication between specific individuals delegated by the Parties for cooperation in the process of reporting, delivery and settlement of Services covered within the scope of this Agreement; the system is made available to Customer by the Contractor under the Agreement; access to the system is provided via the Internet, on the basis of the password provided by the Contractor;
4)	Services – IT services described in Item 1.1. of the Agreement, performed by the Contractor to the benefit of Customer within the framework of the Agreement;
5)	Purchasing Order (PO)/Ticket/Issue – order for Contractor’s services registered in the Ticketing System within the framework of the Agreement;
6)	Product – final effect of the delivery of Services;
7)	Software – computer software compliant with the specification whose copyrights are attributable only to the Contractor; 
8)	Specification – detailed specification of the Software that constitutes Appendix no. 1A to the Agreement;
9)	Documentation – Software documentation: the Software service manual and administrative manual.
The definitions of technical terms were described in Appendix no. 6.
§1.	Subject Matter and Duration of the Agreement
1.1.	The subject matter of the Agreement consists in granting of a license for the Software by the Contractor to the benefit of Customer, implementing the Software, preparing Documentation, as well as specifying the areas, rules and forms of mutual cooperation between the Parties in respect of the following IT services related to the Software, provided by the Contractor to the benefit of Customer on the basis of Tickets submitted by Customer:
1.1.1.	Helpdesk services – the procedure for submission, implementation and settlement of Tickets in respect of this service was described in Appendix no. 2 to the Agreement;
1.1.2.	Software development and administration services – the procedure for submission, implementation and settlement of Tickets in respect of this services was described in Appendix no. 3 to the Agreement.	
1.2.	The Agreement has been concluded for an indefinite period of time.
1.3.	Each Party may terminate the Agreement in the part covered in Items 1.1.1, 1.1.2 by giving 6 months’ notice period effective at the end of each calendar month. The termination notice shall be executed in writing. The terms and conditions of termination of the license are specified in Section 2 of the Agreement.
1.4.	Termination of the Agreement shall have no effect on the Tickets in progress, unless the Parties agree otherwise.

§2.	License 
2.1.	 Within the framework of the Agreement, the Contractor grants a license to the Customer for the purpose of use in respect of the activity of the Customer, on the terms and for the remuneration specified in Appendix no. 1. 
2.2.	The license has been granted for 25 (twenty-five) years from the date of signing of the Software acceptance report by the Parties with 5 years’ notice period effective at the end of each calendar year.
2.3.	The Contractor shall have the right to terminate the Agreement in respect of the license in case of a breach of its terms and conditions by the Customer, pursuant to the provisions of Item 1.4.7 of Appendix no. 1. 
2.4.	The schedule of Software implementation and handover is specified in Appendix no. 1B to the Agreement. 
§3.	Availability of Services
3.1.	The Contractor shall perform Services following production start-up of the Software on the terms specified in Appendices nos. 2 and 3.
3.2.	The Contractor shall perform the Software development and administration services referred to in Appendix no. 3 on working days from 9 AM to 5 PM, whereas helpdesk services referred to in Appendix no. 2 are provided on the basis of Platinum regime described in Appendix no. 2A.
3.3.	The persons authorised to act as Reporting User on the part of Customer are the individuals indicated by Customer and authorised to access the Ticketing System on behalf of Customer.
3.4.	Any change of the individuals authorised to act as Reporting User shall not constitute an amendment of the Agreement. Customer shall notify the Contractor about any change of the above individuals either in writing or by e-mail.
§4.	Guarantee of Quality
4.1.	The Contractor shall provide Customer with 12-month guarantee for the Software or for one of its stages, as well as with 12-month guarantee for Products. The 12-month guarantee period shall begin on the date of signing of the Software acceptance report, or report on one of its stages, or acceptance of the Product.

4.2.	The guarantee is provided as part of Remuneration, whereas the Contractor is not entitled to any additional remuneration for performance of guarantee benefits.
4.3.	In respect of the Software, the guarantee shall cover compliance of the Software with Specification and its proper operation, in respect of the Product, the guarantee shall cover compliance of the Product with the findings made during submission of the Ticket and during execution of the Ticket, as well as with the analytical and as-built documentation included within the scope of Products.
4.4.	Under the provided guarantee, during the guarantee period, the Contractor shall either remove defects identified in the Software or Products, or deliver Products without defects free of charge.
4.5.	The Contractor hereby undertakes to handle notifications of defects and faults under the provided guarantee in line with Appendix no. 4.
4.6.	The following shall not be considered as guarantee claim:
a)	Tickets requesting for introduction of changes that were not agreed under execution of a specific application, or not resulting from the Specification; 
b)	notification of defects and faults caused by any reasons beyond the control of the Contractor, e.g. change of the operating system, new version of a database, or entering incorrect data.
4.7.	In case of not using helpdesk services (in accordance with Appendix no. 2A) in Gold and Platinum mode, in case of Tickets submitted by the Customer as guarantee claims, which do not meet the criteria of a guarantee claim, the Contractor shall be entitled to flat-rate remuneration in the amount of PLN 400 (say: PLN four hundred) for provision of services referred to in Item 1.1.2 due to the need for diagnosing the Ticket and concluding that there are no objective premises to handle the Ticket under the guarantee.
4.8.	Any guarantee entitlements shall expire upon introducing changes in the Software or Products by a person different than the Contractor.
4.9.	The guarantee shall not cover any defects or errors resulting from any reasons outside the Software or Product, in particular:
a)	resulting from wrong or incorrect use of the Software by the Customer, or its use contrary to the Documentation;
b)	resulting from defects or errors, or from incorrect use of equipment or software compatible with the Software by the Customer.
4.10.	The Contractor’s obligations resulting from the provided Guarantee have been exhaustively specified in the Agreement. The Parties hereby decide that Art. 638 Section 2 of the Civil Code in conjunction with Art. 577-581 of the Civil Code shall not apply to the Guarantee.
4.11.	Defects In Materials and Workmanship Warranty shall not apply to Software
4.12.	Guarantee obligations of the Contractor shall not apply in case of the errors in which the identified issue is caused by software components that are subject to manufacturer’s support. In such situations, the Contractor shall ensure support in communication with the manufacturer, provide the required information and monitor the repair process.

§5.	Customer co-operation
5.1.	Customer shall ensure cooperation from their part in order to enable the Contractor to carry out their obligations resulting from the Agreement in the manner jointly agreed by the Parties during operational cooperation by complying with the provisions of the below paragraphs in this Section. Any delays in performance of obligations by Customer that the implementation of the Agreement and execution of the Services by the Contractor depend upon shall entitle the Contractor to extend the period of Service implementation by the period of delay on the part of Customer.
5.2.	Customer shall provide at their own expense the appropriate staff that will enable the Parties to cooperate for the purpose of implementation of the Agreement, in particular individuals to provide substantive guidelines regarding the rules of Service implementation, individuals to verify the correct implementation of Services handed over for acceptance, as well as individuals to provide access to Customer IT environment in the manner relevant for implementation of the Services;
5.3.	Customer shall provide equipment, information carriers and software necessary for the purpose of implementing and making available the subject matter of the Agreement upon consultation with the Contractor. In particular, Customer shall provide remote access to their IT environments, or, if agreed by the Parties, provide the representatives of the Contractor with the appropriate number of workstations together with system software, office equipment, connected to the Internet and printer, as well as with technical parameters required for the Contractor to perform the services. In such a case, Customer is obliged to provide the Contractor with proper conditions for performing activities which constitute the execution of this Agreement, including lighting, electricity and other necessary or useful utilities, as well as provide the Contractor with access to the rooms, devices, software, data and information necessary in order to implement this Agreement.
5.4.	Customer shall be responsible for the content, substantive value and cohesion of information provided to the consultants of the Contractor during implementation of this Agreement by the individuals involved in implementation of the Agreement on the part of Customer.
5.5.	Customer shall verify the Products presented for tests or acceptance within up to 5 days from the date of their provision to Customer by the Contractor. In case when there are no comments within the deadline of 7 days following the provision, it is understood that the acceptance was carried out without any objections.
§6.	Non-Solicitation Clause
6.1.	During the term of this Agreement and in the period of 12 (twelve) months upon its expiry, none of the Parties shall have the right to recruit for cooperation or employ, without obtaining a written consent of the other Party, its employees or co-workers, including also individuals running business activity or those with whom the employment relationship was terminated in a period shorter than 12 months before being employed/establishing cooperation by the other Party. The Parties shall understand employment as establishing cooperation with an employee or co-worker directly or indirectly in any form: either on the basis of a contract of employment or civil-law contracts.
6.2.	The Party that is guilty of a breach of non-solicitation referred to in Par. 6.1. shall pay a contractual penalty in the amount of PLN 50,000 (PLN fifty thousand) to the benefit of the other Party for each case of breach. The reservation of contractual penalty shall not deprive the Parties of the right to pursue compensation exceeding the amount of the reserved contractual penalty. 
6.3.	In case when a Party suspends work (i.e. actually ceases cooperation intended to carry out work which constitutes the subject matter of this Agreement, e.g. due to the failure to present the requirements, or failure to present the subsequent versions of the Software) lasting longer than 10 working days, the other Party shall have the right to fulfil its obligations resulting from the Agreement and set a 5-day time-limit to meet these obligations in writing. Upon ineffective expiry of this deadline, it shall be assumed that:
a)	in case of a suspension on the part of the Contractor, the Customer may demand a contractual penalty from the Contractor, in line with the provisions of Section 11; 
b)	in case of a suspension on the part of the Customer, both the Software and Products were accepted.

§7.	Copyrights
7.1.	The Contractor hereby declares that any work that will result in production of works within the meaning of copyright law (i.e. Software development) shall be automatically subject to license granted in line with the rules specified in Appendix no. 1 upon acceptance of works.
§8.	Confidentiality
8.1.	The Parties hereby undertake not to provide third parties with any information concerning the financial conditions of this Agreement and Confidential Information about the Customer obtained during performance of this Agreement, unless such third parties are entitled to obtain such information on the basis of legal regulations, or the Parties agree otherwise in writing, or else such agreement shall be null and void.
8.2.	Confidential Information referred to in Par. 1 shall be understood as information that constitutes company secrets within the meaning of Art. 11 Par. 4 of the Act of 16 April 1993 on Combating Unfair Competition (uniform text: Journal of Laws of 2003 no. 153, Item 1503 with further amendments), personal data held by the Customer, as well as any other information identified by the Customer as confidential.
8.3.	The obligation of professional secrecy, with the exception of personal data, shall expire after three years upon termination of the Agreement.
8.4.	The Contractor hereby undertakes to keep professional secrecy of any Confidential Information that has come to their knowledge during performance of this Agreement. 
8.5.	In particular, during the term of this Agreement, as well as in the period of three years from the date of its termination, the Contractor shall:
a)	restrict access to Confidential Information solely to their employees, subcontractors and representatives, and only to the extent necessary for them to carry out their obligations related to implementation of this Agreement,
b)	oblige their employees, subcontractors and representatives to respect the rules of protecting the secrecy of Confidential Information specified in this Agreement,
c)	require their employees and subcontractors to observe at least the same degree of diligence that is applied to protect the secrecy of Contractor’s information,
d)	inform the Customer about any cases of breach of Confidential Information, or its improper use,
e)	oblige their employees and representatives of the Contractor to sign relevant agreements and obligations in respect of Personal Data Protection.
8.6.	The Contractor shall return to the Customer any Confidential Information obtained from the Customer on any carriers, or destroy them in a documented manner within 14 days from the date of termination of the Agreement. However, the Contractor shall have the right to keep one copy of any materials received from the Customer in connection with the Agreement, in order to document the performance of the Agreement.
8.7.	Information that is not protected:
a)	universally known, without any fault on the part of the Party at the moment of disclosure,
b)	known to the Party before it is obtained as a result of performance of this Agreement,
c)	lawfully obtained from a third party without restrictions on its confidentiality,
d)	disclosed to the Party by a third party without restrictions regarding its confidentiality,
e)	autonomously developed by the Party, regardless of its disclosure.
8.8.	The Parties shall have the right to reveal the fact and subject of cooperation, in particular by including this fact in the reference list.
8.9.	In case of a breach of the secrecy of Confidential Information, the breaching Party shall pay to the other Party a contractual penalty in the amount of PLN 10,000 for each case of breach, which shall not exclude the right of the entitled Party to pursue compensation in the amount exceeding the amount of the reserved contractual penalty.
8.10.	The exception to the rule of maintaining secrecy within the scope concerning the content of the Agreement and its manner of execution concerns the right to provide information to the bodies authorised to obtain such information pursuant and in accordance with the procedures laid down in the general provisions.
§9.	Personal Data Protection
9.1.	During performance of this Agreement, the Contractor undertakes to act in accordance with the provisions of the Regulation of the European Parliament and of the Council (EU) 2016/679 (hereinafter referred to as GDPR).
9.2.	Taking into consideration the nature of the cooperation between the Parties, as well as the fact that the Contractor does not hold personal data of Customer, data processing does not take place, because it is not a necessary element of cooperation. Therefore, the Parties shall use their best endeavours for the IT services provided by the Contractor to be carried out without access to personal data. Access to personal data shall be granted only as a measure of last resort, unless there is a possibility to ensure cooperation between the Parties without access to personal data. This means that in case of performing services either on-site in Customer offices or remotely, Customer will provide an employee who will verify on an ongoing basis whether the tasks carried out by the employee of the Contractor do not result in access to personal data. The Contractor hereby also ensures that they will request every time the work coordinator on the part of Customer to give the consent to access personal data, if this is necessary. This means that:
9.2.1.	The Contractor shall never have independent possession of personal data collected by the Customer;
9.2.2.	The Contractor shall never interfere with the content of personal data entrusted to the Customer;
9.2.3.	Upon gaining the prior approval of Customer and, if necessary, after signing the personal data processing agreement, the Contractor may gain access to personal data necessary for implementation of the subject matter of the Agreement – only in Customer IT environment and exclusively for the period of implementation of the subject matter of the Agreement.
9.3.	In case when Customer entrusts the Contractor with personal data processing, Customer shall have the right to perform the audit of access to personal data once a year, or in case of becoming aware of a breach of the rules of access to data contrary to the provisions of the Agreement, or contrary to the law. The audit procedure is specified in the provisions of Item 1.5 of Appendix no. 1.
9.4.	The Contractor shall provide support to Customer, without a separate remuneration, in cases when it is necessary to verify the course of cooperation between the Parties, or Software operation with regard to compliance with GDPR regulations.
9.5.	The Contractor shall be entitled to remuneration for other categories of support provided to the Customer than mentioned above, in cases of verification of compliance of personal data processing with regard to compliance with GDPR regulations.
9.6.	The Contractor shall be liable for the actions of their employees and other individuals assisting the Contractor in performance of the provisions of the Agreement as for their own actions and omissions.
9.7.	In case of sub-entrustment of performance of the Agreement to other legal entities, it is necessary to obtain a previous written approval of Customer in order to establish cooperation with such an entity.
9.8.	Parties give consent that personal data of their workers will be processed to implement this contract. Consent is given for the contract implementation processing as well as marketing consent (i.e. Christmas cards or similar marketing actions).

§10.	Termination of the Agreement
10.1.	In case of a serious breach of the provisions of Section 7 or 8 of this Agreement, Customer reserves the right to terminate the Agreement with immediate effect, i.e. without the notice period, unless the Contractor immediately informed about the breach, removed the breach effects and performed activities required for protecting data which constitute Confidential Information, against further breach. In case of becoming aware of a breach of provisions included in Item 7 or 8, Customer shall request the Contractor to provide written explanations. The Contractor shall provide the above explanations within 5 days. Upon ineffective expiry of the above deadline or lack of sufficient explanations, Customer may terminate the Agreement immediately, within the following 5 days.
§11.	Contractual Penalties 
11.1.	Customer shall have the right to charge and deduct from remuneration due to the Contractor for the Agreement contractual penalties in the amount of 0.5% (say: half a per cent) of remuneration determined for corresponding Ticket, or for the amount of monthly remuneration, unless there is a separate remuneration specified for the Ticket, for each day of delay, unless such a delay is solely due to reasons on the part of Customer. Contractual penalties shall be charged from the first day following the expiry of the above deadlines. The total amount of contractual penalties can be charged up to the amount of 10% (say: ten per cent) of remuneration specified for a particular Ticket, or for the amount of monthly remuneration, unless the Ticket has a separate remuneration specified. 
11.2.	The Parties hereby exclude the Contractor’s liability for the profits lost by Customer.
11.3.	Claims for losses actually incurred by the Customer against the Contractor shall be limited to the amount of PLN 50,000 for each breach, unless such losses were caused by the Contractor intentionally. With reference to non-solicitation (Par. 6) and protection of confidential information (Section 6), claims for losses actually incurred by the Customer against the Contractor shall be limited to the amount of PLN 50,000 for each breach.
11.4.	Recovery of penalties stipulated in the Agreement is permitted during 40 days from the date of the cessation of the reason of charging the penalty, or becoming aware of the occurrence of grounds for charging the penalty.
§12.	Informational Duties
12.1.	Each Party shall immediately inform the other Party in writing about a change of its registered office, address, telephone numbers and e-mail addresses.
12.2.	In case of a failure to comply with the above obligation, communication made to the address stated in this Agreement or resulting from the latest notification made by a Party shall be deemed effective.
§13.	Addresses of the Parties
13.1.	Any correspondence, statements submitted to the other Party, letters and other types of information connected with this Agreement should be sent to the addresses of the Parties specified below:
Address of the Contractor: 
BAKK Sp. z o.o.
ul. Popiołka 20
01-496 Warszawa
telephone no. 22 212 89 30-32
fax no. 22 486 33 35
e-mail: bakk@bakk.com
Address of the Customer: 
___
telephone no. ____
fax no. _____
e-mail address: ______
Final Provisions
13.2.	This Agreement shall become effective upon signature by both Parties, at the moment of signing by the second Party.
13.3.	Any amendments to this Agreement and connected statements shall be made in writing or else shall be null and void, unless the Agreement stipulates otherwise.
13.4.	Any terms used in the Agreement and specified with the number of days or hours shall mean working days and working hours. A working day refers to every day from Monday to Friday, excluding public holidays. A working hour means every hour from 9 AM to 5 PM on working days.
13.5.	The provisions of Polish Civil Code, as well as of the Act on Copyrights and Related Rights shall apply to any matters not governed by this Agreement.
13.6.	Any disputes related to interpretation and implementation of this Agreement shall be resolved through amicable settlements. In case of a failure to handle a dispute in an amicable manner, the court having jurisdiction over the seat of the Contractor shall be competent to resolve such a dispute.
13.7.	With reference to the provisions of the Agreement that have been deemed invalid, the Parties shall negotiate in good faith within the limits of objective enforceability substitute provisions that are valid and enforceable, which reflect as faithfully as possible the intention of the Parties expressed in the provision that was deemed either invalid or unenforceable.
13.8.	None of the provisions of this Agreement shall be considered annulled, and no breach of the Agreement shall be considered approved, until the other Party approves such annulment in writing, or expresses a subsequent permit for breach, or else it shall be null and void.
13.9.	Governing law: this Contract and all transactions to which Terms described in this Contract may apply, including without limitation any disputes arising out of products or services supplied by Contractor hereunder, shall be governed by and construed and enforced in accordance with the Polish laws, without giving effect to any conflict of law provisions thereof.
13.10.	The Agreement has been drawn up in two counterparts, one copy for each Party.
Having read the Agreement, the Customer and Contractor initialled and signed it.
Customer 					Contractor
List of Appendices:
1)	Appendix no. 1 – License Terms for the Software 
2)	Appendix no. 1A – Specification 
3)	Appendix no. 1B – Schedule 
4)	Appendix no. 2 – Procedure for submission, implementation and settlement of Tickets in respect of helpdesk services
5)	Appendix no. 2A – Rules for support, SLA, helpdesk and development
6)	Appendix no. 3 – Procedure for submission, implementation and settlement of Tickets in respect of Software development and administration services 
7)	Appendix no. 4 – Rules for providing guarantee services
8)	Appendix no. 5 – Rules for source code deposit
9)	Appendix no. 6 – Definitions of technical terms
 
Appendix no. 1 - License Terms for the Software 
1.1.	The subject of license is the Software. Upon the signing of the Software acceptance report by the Parties, the Contractor shall grant Customer with a non-exclusive and non-transferable license for the use of Software by Customer. This Agreement shall not constitute a transfer of any ownership rights to the Software, in particular the Contractor shall have the copyrights to the Software throughout the term of the Agreement.
1.2.	The Contractor hereby declares and ensures Customer that:
1.2.1.	the Contractor is the sole holder of copyrights to the Software, whereas the economic copyrights to the Software are free from any legal defects, in particular they are not restricted or burdened in any manner with any third party rights;
1.3.	Under the license, Customer shall have the right to use the Software exclusively in the following fields of use:
1.3.1.	use of single production instance of the Software through applications or interfaces that constitute an element of the Software by an ___ number of users (considering as a user any person that is labelled as active, i.e. has the right of access to the Software), as well as unrestricted usage of the Software test instances;
1.3.2.	permanent or temporary multiplication of the Software in whole or in a part within the scope necessary in order to enter, display, apply, transfer and store a computer program,
1.3.3.	install the Software in computer mass storage (hard disk),
1.3.4.	provide back-up copies of the carrier with installation version of the Software and of the Software to be used in case of damage,
1.3.5.	use documentation in connection with the Software use;
1.3.6.	specified in Art. 75 Par. 2 of the Act of 4 February 1994 on Copyrights and Related Rights (uniform text: Journal of Laws of 2006, no. 90, Item 631 with further amendments). 
1.4.	The Contractor shall have the right to control the Software usage by Customer and the option to terminate the license upon ineffective expiry of the deadline specified on the written request from Customer to cease a license breach, or in case of preventing umożliwienia the Contractor from verification whether the license use is consistent with the Agreement.
1.4.1.	Once a year, the Contractor shall have the right to verify the Software usage and suggest the date for verification in the premises of Customer, or at a different location actually used by Customer for conducting business;
1.4.2.	Customer shall either accept this date, or suggest a different date for verification, which will fall not later than 5 days after the date suggested by the Contractor;
1.4.3.	The Contractor shall provide Customer with a report on conducted verification of Software use, taking into consideration the potential recommendations that do not breach the rules of license usage specified in the Agreement;
1.4.4.	Customer hereby undertakes to remove immediately any noticed irregularities, as well as to implement recommendations in accordance with the findings of the verification, unless they breach the rules of license usage specified in the Agreement;
1.4.5.	Communication shall be carried out either by electronic means, or in writing, if the electronic methods do not bring the anticipated outcomes;
1.4.6.	The Contractor shall have the right to verify the implementation of recommendations referred to in Item 1.4.3 5.5 by Customer, by analogy to the above provisions; within 30 days from verification of the Software usage resulting in presentation of recommendations regarding the restoration of the manner of Software usage consistent with the Agreement.
1.4.7.	In case of a failure to adhere to the recommendations resulting in the Software usage inconsistent with the Agreement, the Contractor shall have the right to submit a written statement of wypowiedzeniu termination of the Agreement by giving 10 days’ notice period from the date of serving the statement to Customer.
1.5.	The Contractor shall provide Customer with the Software and Documentation in the following form: 
1.5.1.	Implemented in the environment indicated by Customer, 
1.5.2.	Electronic for archival purposes.

§2.	Software Handover
2.1.	The Contractor shall provide Customer with the Software for tests together with Documentation, in accordance with the schedule which constitutes Appendix no. 1B, in three stages described in detail in the schedule.
2.2.	Software Handover means providing Customer with the Software together with documentation, in a form that enables Customer to use it in accordance with the intended use, as well as allows the Customer to carry out tests (CD or DVD), which shall be confirmed by the report on Software Handover for tests, subject to the sentence below.
2.3.	Within 5 days from the date when the Contractor provides the Software together with Documentation for tests, Customer shall present in writing a complete list of objections to the Software and/or Documentation, as well as present a Conditional Acceptance Report, provided that no critical objections have been identified. Conditional Acceptance Report shall also constitute the basis for issuing a VAT invoice. In case when there is no response on the part of Customer described in the preceding sentence within 5 days from the signing of the report on Software handover for tests, the Parties hereby undertake to sign the Software acceptance report.
2.4.	The Contractor undertakes to address the objections of Customer, reported in accordance with Item 2.3 above, and provide Customer with the Software and/or Documentation addressing these objections within the deadline agreed between the Parties; however, not shorter than 5 days and not longer than 15 days from the date of receiving a complete list of objections referred to in Par. 2.3.
2.5.	The intention of the Parties is the full verification of the Software and Documentation made available; therefore, as a result of the repeated test performance by the Customer, the objections that the Customer had been previously unable to report when testing the Software or Documentation, shall be regarded as objections withholding the acceptance of the Software or Documentation. The other objections shall be handled within the framework of guarantee entitlements specified in Appendix no. 4.
§3.	Remuneration and Terms of Payment
3.1.	The Contractor’s remuneration for providing Customer with license for the Software, its implementation and preparation of Documentation, shall amount to PLN ___ (say: PLN ___).
3.2.	The remuneration of the Contractor does not include VAT. On the invoice, VAT shall be added to remuneration, according to the rate effective as of the date of issuing the VAT invoice, with the exception of the objects that are not subject to VAT taxation.
3.3.	Payments of the remuneration referred to in Par. 3.1. above shall be made by the by Customer to the Contractor’s account specified on VAT invoice within 14 calendar days from serving the invoice according to the following schedule:
3.3.1.	The payment of ___% of remuneration will be carried out on the basis of VAT invoice issued within 7 days from the date of signing the Agreement, within 14 calendar days from the date of its receipt by the Customer. 
3.3.2.	The payment of ___% of remuneration will be carried out on the basis of VAT invoice issued within 7 days from the date of acceptance of Stage I of the Software, within 14 calendar days from the date of its receipt by the Customer.
3.3.3.	The payment of ___% of remuneration will be carried out on the basis of VAT invoice issued within 7 days from the date of acceptance of Stage II of the Software, within 14 calendar days from the date of its receipt by the v.
3.3.4.	The payment of ___% of remuneration will be carried out on the basis of VAT invoice issued within 7 days from the date of acceptance of Stage III of the Software, within 14 calendar days from the date of its receipt by the Customer.
3.4.	In case of a delay in payments exceeding 30 calendar days, the Contractor shall have the right to suspend implementation of this Agreement until all payment arrears have been settled, which shall not constitute a breach of provisions of the Agreement. 


Appendix no. 2 – Procedure for submission, implementation and settlement of Tickets in respect of helpdesk services
1.1.	Implementation of helpdesk services is carried out in line with the below rules.
1.2.	SLA and helpdesk services – i.e. ensuring continuous and uninterrupted Software functioning and support for users provided remotely (standard), or in Customer premises (option). The scope of helpdesk services includes assistance for users in ongoing use of the Software: providing all advice and clarifications regarding the Software use, support with Software use, support with use operations (e.g. assistance in defining new templates for paper documents, support with uploading data files), help in removing errors resulting from operations carried out by users. Categories of activities within the framework of helpdesk services are listed in Appendix no. 2A.
1.3.	Helpdesk services also include maintaining source code deposit according to the rules defined in Appendix no. 5.
1.4.	Helpdesk services are performed in response to the submission of the Ticket.
1.5.	As a rule, the deadline for implementation of helpdesk services is immediate, unless due to the nature of the service (e.g. requiring implementation in the least possible burdensome manner for the ongoing Software operation), findings of reporting and implementing individuals, or multiplicity of Tickets submitted by the Customer at the same time, which are processed one after the other, a different implementation deadline will be determined, not longer than 10 days.
§2.	Remuneration for Implementation of Helpdesk Services
2.1.	Remuneration for the Contractor for implementation of helpdesk services based on Platinum regime chosen by Customer, described in detail in Appendix 2A, is a flat-rate sum amounting to ___ (say: ___) per cent of remuneration specified in Item 3.1 of Appendix no. 1. This remuneration is paid monthly in the amount of 1/12 (one twelfth) of remuneration for implementation of helpdesk services per month in arrears, starting from the date of launching the Software. Remuneration does not include VAT. On the invoice, VAT shall be added to remuneration, according to the rate effective as of the date of issuing the VAT invoice, with the exception of the objects that are not subject to VAT taxation.
2.2.	The amount of remuneration will be updated on a quarterly basis in the following manner: the Contractor shall record the implementation of work extending the functionality of the Software (e.g. by launching new modules) and development work (according to the definition included in Appendix no. 3), which constitute the basis for calculating remuneration. The Software value indicated above shall not be raised due to administrative or helpdesk issues (according to their definitions included in Appendices nos. 2 and 3). The value of remuneration increase is determined on an annual basis as 22% (say: twenty-two per cent) determined according to the rules of the base value from the preceding sentence. The Parties hereby appoint the cooperation coordinators (Customer: ___, Contractor: ___), whereby any potential change of coordinators shall be communicated in writing and not constitute an amendment of the Agreement. In the first month of each calendar quarter since beginning the performance of helpdesk services, the Contractor shall provide the Customer with a calculation of the base value to determine remuneration referred to in Par. 2.1 at the end of each preceding quarter. Then the coordinators of the Parties shall either agree upon the amount of remuneration, or organise a meeting / teleconference in order to establish a common position. Any change of remuneration, including a change of the basis for its determination, shall require the Parties to sign an annexe to this Agreement with its specified amount, unless the increase of the basis for calculating remuneration for helpdesk services exceeds 20% (twenty per cent) of the previously determined remuneration. In such a case, an exchange of e-mails between the coordinators shall be sufficient for such changes to become effective. The Parties hereby allow for the possibility of changing the regime of SLA service provision by giving one month’s notice period effective at the end of a calendar month.
2.3.	Payments shall be executed by the Customer to the account of the Contractor specified on the VAT invoice within 14 calendar days from serving the invoice for implementation of Services in a particular calendar month.
2.4.	In case of services executed for a period of an incomplete calendar month, remuneration will be determined proportionally to the period of availability of services in a particular calendar month.
2.5.	The Customer hereby authorises the Contractor to issue VAT invoices without the signature of the Customer. 
2.6.	In case of a delay in payments exceeding 30 calendar days, the Contractor shall have the right to suspend the implementation of helpdesk services until all payment arrears have been settled, which shall not constitute a breach of the provisions of the Agreement. 
 
Appendix no. 3 – Procedure for submission, implementation and settlement of Tickets in respect of Software development and administration services
§1.	Procedure for implementation of Software development and administration services 
1.1.	The implementation of Software development and administration services shall be carried out in line with the below rules, unless it is determined otherwise in the Ticket.
1.1.1.	Ticket submission – submission of Ticket by the reporting User, i.e. presentation of the scope of services, potential manner of their delivery (permitted options: assistance on site in the premises of the Customer, or remotely; in case of tests and implementation - implementation in the update mode directly in the production environment, or implementation with the full test process by the testing environment and ultimately in production; permitted combinations include: assistance/patch, assistance/tests, remotely/patch, remotely/tests);
1.1.2.	Clarification (optionally) – process initiated by the employee of the Contractor, which is intended to provide in-depth understanding of the scope of Service; explanation may include asking clarifying questions, and the reporting User shall be responsible for providing answers to such questions;
1.1.3.	Valuation – presented by the employee of the Contractor; In case of providing services in the registered office of the Customer or at a different location indicated by the Customer in Warsaw, the minimum settlement unit is 2 hours; In case of providing services in the registered office of the Customer or at another location indicated by the Customer outside Warsaw, the minimum settlement unit is 8 hours plus potential coverage of costs of travel and accommodation, provided that they are necessary and approved by the Customer; The lack of the approval from the Customer shall justify the Contractor’s failure to execute the Ticket.
1.1.4.	Agreement on Valuation (optionally) – the reporting User may present their proposal regarding the valuation, or the scope of Service, whereas the employee of the Contractor may present the updated valuation;
1.1.5.	Valuation approval - the reporting User accepts the valuation; In case of the lack of valuation approval, the Ticket will be closed without paying remuneration;
1.1.6.	Implementation of Services - work carried out by the employee or co-worker of the Contractor;
1.1.7.	Change of the scope of services (optionally) – in case of a significant change of the requirements reported by the employees or co-workers of the Customer during the implementation of work, the valuation and approval process may be repeated to reflect the current scope of work and its valuation - only with the consent of the reporting User; Unless there is an arrangement regarding the updated scope of Service and adequate remuneration in writing, with an entry in the Ticketing System or by e-mail, the previous findings shall be binding;
1.1.8.	Submission of work for acceptance (optionally for tests) - the representative of the Contractor records in the Ticketing System completion of work and presentation of results for verification by the reporting User;
1.1.9.	Tests (optionally) - the reporting User performs tests and accepts the Service, or presents potential defects for correction - then the Ticket returns to stage 1.1.6;
1.1.10.	Implementation of the solution (optionally) – after approving the Service, unless the presentation of Service for tests itself constitutes handover of the Service Product of the Customer, the Service is implemented, and the Service Product is handed over;
1.1.11.	Acceptance/Closure of the Ticket – the reporting User confirms the acceptance of Service Product, or presents potential defects for correction - then the Application returns to stage 1.1.6. In case of a lack of response on the part of the Customer described in the preceding sentence within 5 days from presenting work for acceptance, it is assumed that the acceptance was carried out without detecting objections.

§2.	Remuneration
2.1.	The remuneration for performing Services described in this Appendix shall be paid according to the rate of PLN 190 (say: PLN one hundred and ninety) + VAT per hour worked. Remuneration does not include VAT. On the invoice, VAT shall be added to remuneration, according to the rate effective as of the date of issuing the VAT invoice, with the exception of the objects that are not subject to VAT taxation.
Net price per hour 	Minimum number of hours within a subscription (purchase of helpdesk services reduces the price by one row according to the table – e.g. helpdesk and 0 hours – second row of the table)
net PLN 200/h

2.2.	Payments shall be executed by the Customer to the account of the Contractor specified on the VAT invoice within 14 calendar days from serving the invoice for implementation of Services in a particular calendar month.
2.3.	In case of a delay in payments exceeding 30 calendar days, the Contractor shall have the right to suspend the implementation of Services until all payment arrears have been settled, which does not constitute a breach of the provisions of the Agreement. 
















	
 
Appendix no. 4 – Rules for providing guarantee services
1.1.	Implementation of guarantee services is carried out in line with the below rules.
Tickets’ Priorities 
S1 Critical objections	Error due to which the Software cannot be used in the production environment; the situation needs to be solved immediately.
S2 Significant objections	Error due to which the Software responds to instructions, but only to a limited extent (only the basic functionality is ensured);
S3 Other objections	Error which is not classified among the above categories of critical or significant reservations.

Ticket Priority	RESPONSE TIME	TIME FOR PREPARING THE PROBLEM WORKAROUND	PROBLEM SOLUTION
S1	4 hours	1 day	The Contractor guarantees 8 clock hours per day
S2	8 hours	3 days	The Contractor guarantees 2 clock hours per day
S3	5 days	n/a	During the nearest Software update, unless the update takes place quicker than for three months

Response Time – time between submitting the Ticket and the actual moment of the beginning of service performance under the guarantee by the Contractor;
Repair/Workaround Time - time between the permitted response time specified in the above table and the time of problem repair or workaround.
After applying the workaround, updated Ticket classification is used in order to carry out further work on the Ticket, e.g. after reporting class S1 for which the workaround was made, due to which its symptoms are classified as S2.
1.2.	In order to adhere to problem workaround time, Customer is required to make the testing environment available for its temporary reclassification for the purpose of production activity.
1.3.	Whenever this Appendix refers to hours or days, it shall be understood as working hours or working days respectively. 
Signatures:
Customer						Contractor
 
Appendix no. 5 – Rules for source code deposit
1.	The Contractor shall deposit Software source codes and their documentation in the form of files on CD/DVD at the Notary Public (‘Depositary’) determined by the Parties within two weeks from the date of signing the final Software acceptance report.
2.	The costs of deposit shall be incurred by Customer.
3.	The source code documentation includes: instructions for execution of source code compilation, description of the environment and libraries required for compilation.
4.	The Contractor undertakes to deposit to the Depositary, at least once a year, the latest version of the Software source code, containing its latest version made available to the Customer, as well as any amendments or supplements introduced since its latest update. The Contractor shall notify Customer about each instance of depositing the source code to the Depositary.
5.	The source codes shall be made available to the Customer in case of:
5.1.	liquidation of the Contractor documented with a final court decision,
5.2.	issuing the decision on insolvency of the Contractor,
5.3.	termination of this Agreement, if it was terminated due to non-performance or incorrect performance of this Agreement through the fault of the Contractor.
5.4.	termination of this Agreement by the Contractor with reference to the Software maintenance and its servicing for any reasons on the part of the Contractor.
5.5.	the Contractor’s failure to comply with the guarantee obligations to the Customer.
6.	The Parties hereby determine the following basis for the Depositary to release the Software source codes:
6.1.	final court decision removing the Contractor from the register of entrepreneurs;
6.2.	valid transcript from the National Court Register confirming that the Contractor was declared bankrupt;
6.3.	statements of will of the Parties, pursuant to which the Agreement was terminated in accordance with the rules referred to in Item 5.3.
6.4.	statement of will that constitutes termination of this Agreement by the Contractor with reference to the Software maintenance and its servicing.
6.5.	Ineffective expiry of the request to fulfil the guarantee obligations to the Customer, addressed in writing to the Contractor and with a copy to the Depositary.
7.	Upon obtaining independent access to the source code in line with the above provisions, the Customer shall:
7.1.	use source codes only for the Software maintenance and modification,
7.2.	limit the access to source codes, restricting it only to the employees who are entitled due to the possessed qualifications and position held, as well as refrain from transcribing, transferring, selling, renting, lending or introducing unnecessary changes in source codes, either on their behalf, or for the needs of third parties.
8.	Upon obtaining unauthorised access to the source code, the Customer shall pay to the benefit of the Contractor, on first demand, within 15 days from the date of service, a contractual penalty in the amount of PLN 500,000 (say: PLN five hundred thousand).

Signatures:
Customer						Contractor 
 
 
Appendix no. 6 - Definitions of technical terms
1)	Report – Software element used for presenting data saved in the Software to users. During the report generation, data are downloaded on the basis of the criteria indicated by the user (the so-called report generation parameters), processed with the use of SQL language structure and the results are presented to the user. The report results can be saved in the form of external files consistent with Microsoft Excel and csv formats. The assumed report complexity includes:
a)	use of not more than 5 source tables (not including dictionary tables) connected with joint attributes that do not require transformation in order to connect data from the source tables,
b)	restriction of data set based on maximum 5 criteria (the so-called generation parameters) that constitute numerical-type data, dates or texts, optionally permitting from-to values, or exhaustive selection from the option list
c)	providing the user with up to 10 columns with results. 
Reports exceeding the standard requirements are generated on the basis of separate valuations.
2)	Document/EPU letter template - law suit or enforcement petition document compliant with the requirements formulated by e-court presenting data saved in the Software on the document with results in such manner that the content of justification quoted on the document is based on no more than 20 attributes of source tables (not including dictionary tables). EPU document templates exceeding the standard requirements are generated on the basis of separate valuations.
3)	Document/letter template - document intended for printing or to be sent as SMS or e-mail, whose template is saved in a format consistent with Microsoft Word, presenting numerical-type data, dates or texts saved in the Software on the document with results in such manner that the content of justification quoted on the document is based on no more than 20 attributes of source tables (not including dictionary tables). Document templates exceeding the standard requirements are generated on the basis of separate valuations.
4)	Automatic processes – sequences of actions that are planned or carried out in specific cases by the Software, including actions defined in the Software, such as 
a)	document generation according to the template, or EPU document generation according to the template,
b)	planning manual actions performed by the user, e.g. telephone conversation 
c)	launch of procedure carried out by the Software (the so-called procedural step), e.g. redemption of the debt amount in the case. 
Actions within a sequence are only subject to the lapse of time. Entering a specific sequence is subject to fulfilment of construction criteria on the basis of the attributes of source tables. 
5)	Software instance: Software instance is a copy of the Software, i.e. installation of complete Software in the IT environment. Instance can be production-related when real data are stored in it for the purpose of running actions within the framework of the activity of the Customer.
6)	Software supply batch integration - transfer of data from the source system(s) or file(s) to the Software, carried out by means of a relational intermediary database with the structures agreed by the Parties and based on the dictionary values agreed by the Parties. Data are made available by the Customer in line with the quality requirements defined by the Customer and for the purpose of their further processing (e.g. the address data used in EPU writ-of-payment proceedings must be separated from the attributes such as street, house no., flat no., postal code, city; payments have the value higher than zero). The Contractor shall not carry out any operations to verify, extend, order or change the data content, in particular to standardise (e.g. correct the formatting the ways of writing of telephone numbers to a single standard), deduplicate, merge records (create the so-called master record from several source records), correct the coding of diacritical marks, translate dictionary values, or convert data types. Within the framework of integration, the Contractor shall not perform calculation operations on the basis of data (e.g. calculation of scoring values, calculation of DPD value of number of days after the term). Integrations exceeding the standard requirements are generated on the basis of separate valuations.
7)	Software return batch integration - return transfer of data from the Software to the relational intermediary database with the structures agreed by the Parties and based on the dictionary values agreed by the Parties. The data are made available by the Contractor according to the content recorded in the Software. The Customer downloads data from the intermediate database and continues to process data.
8)	Software supply online integration - integration similar to Software supply batch integration, with the reservation that it is run in accordance with SOA standard, i.e. by means of services made available by the systems. The Contractor is responsible for launching the monitoring service (service consumer), whereas the Customer is responsible for making available the publication service (service provider), or optionally UDDI registry (registry server).
9)	Software return online integration - integration similar to Software return batch integration, with the reservation that it is run in accordance with the SOA standard, i.e. by means of services made available by the systems. The Contractor is responsible for launching the publication service (service consumer), whereas the Customer is responsible for making available the monitoring service (service provider), or optionally UDDI registry (registry server).
10)	Data areas subject to integration - coherent set of related and homogeneous data transferred between the systems in one direction (e.g. cases involving debtors and receivables supplied to the Software, payments supplied to the Software, complaints supplied to the Software, costs of court proceedings provided from the Software), regardless of how many systems or source files the data originate from, or whether the integration is carried out in batches or online. The homogeneity of data area means that we will adopt the same rules of mapping and interpretation of data content for each record. The integration of data areas including up to 5 tables corresponding to business objects (not including dictionary tables) defined in line with the normalised structure in the third normal form is executed within the project, whereas the others are carried out on the basis of separate valuations.
11)	Migration - process of one-off integration, i.e. supplying the Software with data, similar to the integration processes described above.
12)	Production launch - the moment of beginning the use of Software or its implemented part for the purpose of actual implementation of business activities based on real data, in particular upon completion of tests, trainings based on fictional data, e.g. generation of the first series of letters, generation of the first law suit, launch of telephone operations.
13)	Active Case - record in the Software database referring to recovery cases which is actively managed (case status: open), as well as cases that were closed at least twice and resumed one less time than closed, provided that the latest closure took place during the last 91 calendar days.
14)	Attribute - column in data structure relational table that stores a value expressing e.g. name, surname, address and other components downloaded from the database for the purpose of supplying to documents (both for common templates and in EPU).
15)	Tag - carrier of content presented in the letters generated from the Software, which may directly present the data from the Attribute (e.g. name), or in a manner transforming the source data (e.g. WPS amount of the value of the object of litigation).
16)	Template - pattern according to which letters are generated from the Software; the pattern is defined in the format consistent with Microsoft Word, whereas the template contains both permanent content and tags.