Terms and conditions for use of the Software offered in Microsoft Marketplace These terms and conditions lay down the principles for enabling the Client with remote access to the Software and hosting and support services (hereinafter “Services”). The detailed scope of services will be agreed between the Parties. If agreed and accepted by the Parties, it will constitute an Agreement between the Parties (“Agreement”) and replace any prior arrangement in this respect. 1. Terms and conditions for providing services 1.1. In order to offer the possibility of providing services by PwC, the Client is obliged to secure itself, at its own expense, access to the Internet, as well as computer equipment with the required software. 1.2. The Services may be used by the Client and its Permitted Users for: (i) the Client’s internal business purposes, (ii) in accordance with and for the duration of this Agreement. (Permitted Users – employees, co-workers acting in the name and on behalf of the Client, who may access and use the Software as set out in the Agreement). 1.3. PwC shall provide the Permitted Users with the instructions and documentation related to use of the Software, with which the users are obliged to familiarize themselves. In case of any problems with use of the Software the Permitted Users shall be obliged in the first place to use the documentation and materials they have received. 1.4. The Client may not: (i) make the Software and its content available to anyone else than Permitted Users, (ii) use the Software to provide services to third parties, (iii) use the Software on any unsuitable system. 1.5. The Client may not make the Software documentation, functional specifications or other related materials available in any form to third parties. 1.6. The Client may not remove, modify or cover any designations of intellectual property rights, including, among other things, trademarks, figurative marks, logos or other designations of ownership rights, which are contained or used in providing the services covered in this Agreement. 1.7. The Client shall be obliged to use the Software in a manner consistent with their intended purpose. 1.8. PwC shall not store any archival backup copies and shall not offer the possibility of recreating them in the event of data loss. 1.9. PwC shall specify the maximum amount of Client data which the Client may store on the server under the Agreement. 1.10. Responsibility for the quality and correctness of stored Client data shall lie with the Client. 1.11. The Client may not copy, modify, reverse engineer, decompile or disassemble the Software or attempt to do so. 1.12. The Client may not work around any technical limitations in the Software or restrictions in the Software documentation 1.13. The Client may not distribute, sublicense, rent, lease or lend the Software, in whole or in part or use it to offer hosting services to a third party. 1.14. PwC undertakes to perform the Agreement with due diligence, taking into consideration the currently applicable laws. 2. Technical support 2.1. PwC will provide support services for the Software to the extent described in the Agreement. 3. Security features 3.1. PwC and its suppliers have appropriate security features to protect against unauthorized disclosure of or access to the data stored on the servers. 3.2. Access to the servers and networks of PwC or its suppliers is secured and monitored continuously. 3.3. The Client shall designate Permitted Users and shall generate appropriate logins and passwords for them. 3.4. Only Permitted Users shall have access to the Software. 3.5. The Client shall be obliged to designate and authorize the persons who will have access to the Software and Services 3.6. The Client shall be obliged to maintain an up-to-date list of the Permitted Users to ensure their compliance with the Agreement. 3.7. Responsibility for: (i) use of the Software by the Permitted Users only, (ii) making the Permitted Users aware and compliant with the terms of the Agreement, (iii) securing logins and passwords and for controlling access to the Software shall lie with the Client. 3.8. The Client shall promptly notify PwC of any unauthorised use of the Software, he becomes aware of. 4. Information about use 4.1. On PwC’s reasonable request, the Client will allow PwC to undertake any audit or inspection is required, for the purposes of ascertaining whether the Client is using the Software in accordance with the terms of the Agreement. 4.2. The Client agrees to facilitate such audit or inspection by making available relevant records evidencing its use of the product and by directing Client’s personnel to cooperate with PwC. 5. Liability of the Parties 5.1. The Parties shall not be liable nor shall they be mutually obliged to rectify any losses arising from failing to meet the terms and conditions of the Agreement in the event of the occurrence of Force Majeure. This term refers to a sudden external event whose occurrence is independent of the Parties’ will and which is impossible to predict or prevent or protect against, Force Majeure include in particular: fires, floods, strikes, terrorist attacks, hostilities. The Parties should inform each other of the occurrence of Force Majeure immediately, in writing. 5.2. In the event of the occurrence of Force Majeure, irrespective of a notification in writing, the Parties shall contact each other to discuss the measures necessary to alleviate its effects, and if this should be impossible, to terminate the Agreement without detriment to either Party. 5.3. PwC’s aggregate liability under the Agreement, regardless of the basis of the claim, shall be limited to the amount of fees paid to PwC for the subscription (in case the subscription period is longer than 12 months – the liability is limited up to the fees due for the period of 12 months), under the Agreement. 5.4. The Client undertakes not to bring any claims in respect of the services provided under the Agreement against any other PwC Firm (its partners, employees, members of its bodies) or PwC’s suppliers. 5.5. PwC accepts no liability to anyone, other than the Client, in connection with the services provided. The Client agrees to reimburse PwC for any liability that PwC incurs in connection with any claim by anyone else in relation to your use of the Services. 5.6. Any liability of PwC for losses constituting lost profits (lucrum cessans), expected savings and for all possible indirect losses, arising in connection with the Agreement, shall be excluded. 5.7. PwC shall not be liable for any losses arising in connection with there being no appropriate security features at the Client for logins and access passwords being acquired by or made available to unauthorized or untrustworthy persons by the Client. 5.8. PwC shall not be liable for any losses resulting from disruptions in the Client’s access to the Internet or disruptions in access to the Services due to third parties failing to meet their obligations. 5.9. PwC shall not be liable for any losses due to no access to the Software due to the Client’s fault. 5.10. For the avoidance of doubt, to the extent allowed under the mandatory law provisions, PwC’s liability shall be completely excluded in the event of the malfunction of the Software from: i. configuration changes in the Software , made by the Client; ii. unauthorized persons interfering with the Software; iii. errors and omissions in the Client’s databases; iv. incorrect operation of the Software; v. incorrect interpretation of results; vi. ignorance of legal regulations. 6. Duration and termination 6.1. Licenses granted on a subscription basis expire at the end of the applicable subscription period set forth in the Agreement, unless renewed. 6.2. Either Party shall have the right to terminate the Agreement with immediate effect in the event of violation of the contractual obligations by a given Party, provided that the other Party is notified of the violation in advance and is set an additional 14-day deadline to discontinue the violation. 7. Fees 7.1. The fees for the Services provided under the Agreement, shall be payable in advance, within the term specified in the Agreement. 7.2. The Client will be charged for any unauthorised use, being equal to the fees which PwC would have charged had it licensed any such authorised use on the date when it commenced. 7.3. All fees paid are non-refundable. 7.4. Unless otherwise provided in the Agreement, PwC may vary its fees, depending on the applicable subscription period and the number of Permitted Users. 7.5. The remuneration for the performance of the Agreement shall be payable upon invoice, within 14 calendar days from the date of its issuance. 8. Confidentiality 8.1. Due to the fact that, during the performance of the Agreement, it may become necessary to disclose information about the finances, organization and manner of operation of the disclosing Party’s business to the receiving Party (“Confidential Information”), the receiving Party (irrespective of the form of making such information available) shall be obliged to exercise due diligence in order to protect the Confidential Information of the disclosing Party against being disseminated or provided to third parties and to protect the Confidential Information in the same manner in which it protects its own Confidential Information from being disclosed. Such information should be marked with an appropriate confidentiality clause or, in the case of information provided orally, described as confidential at the time it is disclosed. 8.2. The Parties undertake to use Confidential Information only for the purpose of performing the Agreement and not to disclose it to third parties without the written consent of the Party to which the information relates, except for situations in which such disclosure (i) is required by a court of law or a law enforcement body in the course of its proceedings; (ii) the disclosing Party gives its consent to this in writing; (iii) the Confidential Information is disclosed publicly, without violating the confidentiality provisions; (iv) the other party has obtained it from a third party without being obliged to keep it confidential; (v) is needed by the advisers, accountants, insurance advisers, tax advisers, auditors or members of the Management Board of the receiving Party due to and to the extent necessary for the proper performance of the Party’s activities. 8.3. As far as necessary for performing the Agreement, PwC shall be entitled to provide Confidential Information to its subcontractors and IT service providers, putting them under an obligation to keep it confidential under the terms and conditions of this Article. 8.4. With regards to PwC, no provisions of this Agreement shall prevent PwC from disclosing the Client’s Confidential Information to other PwC Firms, appropriate subcontractors or entities providing IT services and other service providers of PwC. The obligation of confidentiality shall be in force during the term of the Agreement and over a period of 3 years after the termination, expiration or withdrawal from this Agreement. 8.5. The Client guarantees that it has the right to disclose Confidential Information to PwC. Furthermore, the Client agrees to indemnify and hold PwC harmless against all liability for losses and expenses incurred by PwC as a result of claims raised by third parties or the Client’s affiliates in connection with the Confidential Information disclosed to PwC. 9. Data protection 9.1. To the extent it is not required for the proper performance of the Agreement or due to the functionality of the Software, any data inserted by the Client will be anonymized prior to its input into the Software. 9.2. In case anonymization will not be possible or justified due to the functionality of the Software, the Client and PwC will comply with the following terms: 9.3. The Client will not provide PwC with personal data unless the Agreement requires the use of such personal data. The Client confirms that it has competence and necessary authorisation from all relevant data subjects, as required under applicable data protection legislation, in order for PwC to use and disclose such personal data in accordance with the Agreement and that such data subjects have been given necessary information regarding its use. 9.4. PwC will process personal data received from the Client for the purposes of any of: (i) providing the services, (ii) maintaining and using relevant IT systems, (iii) quality, risk and client management activities, (iv) providing the Client with information, including by means of electronic communication, about itself and other PwC firms and PwC’ s range of services, (v) disputes and litigation, (vi) confirmation of provision of Services for the Client, and (vii) complying with any legal requirements or requirements of a professional body of which PwC or its staff are members. PwC will process personal data for as long as necessary to provide the Services under the Agreement, safeguard our rights and/or fulfil our obligations resulting from applicable laws, regulations or professional standards. 9.5. Where PwC acts as a data processor in relation to Client’s personal data (such as: name, surname, e-mail, phone number of your employees, members of management, clients or suppliers), PwC will: (i) process it only on Client’s lawful documented instructions; (ii) implement appropriate measures designed to ensure its security, including by imposing confidentiality obligations on relevant personnel; (iii) transfer it to sub-processors only under a written contract which imposes obligations equivalent to those in this clause 9.4 and the Client authorises PwC to transfer its personal data to them; (iv) provide the Client with reasonable assistance in carrying out any legally required data protection impact assessments, complying with the rights of data subjects and complying with Client’s own data security obligations under applicable data protection legislation; (v) notify the Client without undue delay after becoming aware of a breach in respect of it; (vii) on Client’s request either return or destroy it at the end of the engagement (except as required by applicable law or regulation); and (viii) on your written request, provide the Client with reasonable information necessary to demonstrate our compliance with this clause 94, which may include any available third party security audit reports. 9.6. PwC may transfer personal data shared with it to other PwC firms, subcontractors and IT service providers in relation to any of the purposes set out in clause 9. Some of these recipients may be located outside the European Union. PwC will carry out such transfers only where there is a lawful basis to do so, including to a recipient who is: (i) in a country which provides an adequate level of protection for personal data; or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU. 10. Client data 10.1. The data stored on the servers of PwC or its suppliers, under the Agreement, shall be the exclusive property of the Client. 10.2. Responsibility for the quality, contents, correctness and completeness of the Client data stored on the servers of PwC or its suppliers shall lie with the Client. 10.3. The data stored on the servers may not, in particular: 10.3.1. violate intellectual property rights, personal property, trademarks, figurative marks, logos, know-how, rights to databases; 10.3.2. violate the principles of confidentiality, regulations concerning personal data protection; 10.3.3. contain prohibited content; 10.3.4. contain misleading, false, incomplete information; 10.3.5. contain viruses, harmful components or damaged data; 10.3.6. constitute breach of secrets protected by the relevant regulations; 10.3.7. constitute collateral or be subject to an investigation procedure or court proceedings; 10.3.8. constitute breach of contractual obligations to PwC or any other third parties. 10.4. PwC shall not be responsible for the verification or quality of the Client data stored on the servers under the Agreement. 10.5. Client data shall be used to provide online services, as well as for purposes relating to the provision of these services. 10.6. PwC’s access to Client data shall be closely monitored and limited to justified cases arising from the need to perform the Agreement properly. 10.7. The Client shall retain all rights, legal title and legal interest in the data stored on the servers of PwC or its suppliers. PwC shall not gain any other rights to Client data, apart from the rights granted to it by the Client for the purpose of providing the Client with online services. 10.8. In case of any loss or disruption of data stored on PwC’s servers, PwC exclusive liability shall be limited to restoration of Client’s data from its back up copy. 10.9. Upon the expiration or termination of the Agreement, Client data shall remain accessible to the Client for 14 days in a form enabling it to be copied in a generally accessible, editable file format. 11. Intellectual property rights 11.1. PwC declares that it has appropriate rights, including intellectual property rights to the Software , to an extent enabling this Agreement to be performed and the Client to be granted a chargeable licence to use the Software as part of remote access, under the terms and conditions set out in the Agreement, throughout its term. 11.2. The licence referred to in 11.1. above is a temporary, non-transferable, fully paid , non-exclusive licence to use the Software for the Client’s internal business needs, as part of its operations in the territory it resides. 11.3. No provision in the Agreement shall constitute the transfer of intellectual property rights to the Client, except for those specifically defined in the Agreement. 11.4. Fragments of or the entire content made available on the servers shall constitute the intellectual property of PwC or its suppliers and shall be subject to legal protection, including trademarks, logos and other figurative marks. 11.5. The Client shall be obliged to respect the intellectual property rights of PwC and the manufacturers of the software necessary for using online services. 11.6. In the event of claims raised by third parties, demonstrating that the use of the Software violates the copyrights of these persons, PwC shall defend the Client against such claims at its own expense and shall cover the costs, compensation and the costs of legal assistance finally adjudged by a court of law or contained in a settlement approved by PwC, provided that the Client: i. notifies PwC immediately in writing of such a claim and ii. allows PwC to control this claim and cooperates with it in defence and in conducting any negotiations to resolve the dispute amicably. 12. Final provisions. 12.1. The Agreement may only be amended in writing, otherwise null and void. 12.2. Neither Party may assign its rights, interests or obligations under the Agreement without the prior written consent of the other Party. The above requirement to obtain consent shall not apply to the transfer of PwC’s receivables arising from the Agreement. 12.3. Upon termination of the Agreement, to the extent required by law, PwC may keep copies of all data and materials connected with the performance of this Agreement, for the purposes of audit, internal controls, law compliance and eventual proceedings. 12.4. PwC may, in performing the Agreement, use the services of other providers, without having to obtain separate consent from the Client. PwC shall be liable for the acts or omissions of such third parties as for its own acts. 12.5. The Parties undertake to resolve all disputes arising from the performance of the Agreement amicably. In the event of failing to reach a settlement, the common court with jurisdiction over the registered office of PwC shall be the court competent to resolve disputes. 12.6. Either Party shall have the right to use, in its information and advertising materials, information about the commencement of cooperation by and between the Parties, as well as about the scope of services provided under this Agreement. 12.7. Matters not covered in this Agreement shall be governed by the laws of Poland.