TERMS AND CONDITIONS OF

SERVICES IN THE SCOPE OF

MAKING DATABASE AVAILABLE BY

ARTIGIO SPOLKA Z O. O.

These Terms and Conditions define, on an exclusive basis, the principles, terms and conditions of conclusion between ARTIGIO and Clients of agreements under which ARTIGIO creates and makes available to Clients service, allowing to create databases in which materials are stored and made available in the form of museum collections provided by Clients. The Terms and Conditions constitute an integral part of agreements concluded between ARTIGIO and Clients. Any change or exclusion of any provision hereof may only be made upon prior consent of ARTIGIO given in writing for its validity. No terms, conditions or principles of conclusion and performance of agreements developed by Clients or any third party shall bind ARTIGIO or apply to ARTIGIO.

§1

Definitions

Whenever the following words and expressions are used in these Terms and Conditions, they shall be understood as follows:

ARTIGIO – Artigio spolka z ograniczona odpowiedzialnoscia with its registered office in Rzeszow (at the following address: ul. Aleksandra Fredry nr 8/7), entered into the Register of Entrepreneurs of the National Court Register under the KRS number 0000684263, e-mail address biuro@artig.io
DATA BASE(S) – an instrument being an application, allowing for operation, in particular multiplication, storage, modification and making available Materials to the public so that anyone may have access to them at the place and time chosen by him/her, to which all rights, in particular economic copyright, are held by the Client, or towards which the Client holds necessary permits or authorisations allowing for the provision of the Services
CLIENT – a natural or legal person conducting economic activity, including a state or local government legal person
MATERIALS – graphic or text materials, in particular photos, ____, digitalised and, subsequently, made available to ARTIGIO by the Client, in any manner whatsoever;
OFFER – a document defining the terms and conditions of performance of the Service by ARTIGIO, including the Service price and the Offer validity date, sent by electronic means to the address indicated by the Client;
TERMS AND CONDITIONS - these Terms and Conditions of Services;
SERVICE(S) - the services provided by ARTIGIO, consisting in creating Databases for digitised museum materials freely selected by the Client without participation of ARTIGIO and making them available so that anyone may access them at the place and time freely chosen by him/her;
WORK - the work within the meaning of the Copyright and Related Rights Act of 4 February 1994 (Journal of Laws of 2000, item 904, as amended).
ORDER - a document containing a declaration on acceptance of the Offer by the Client, sent by the Client by electronic means to e-mail address biuro@artig.io.

§2

Warranties and Representations of ARTIGIO / Acceptance of the Terms and Conditions

ARTIGIO represents that it has at its disposal a Database allowing to provide the Services.
The Client warrants and represents that it holds towards the Materials economic copyright to the widest possible extent, which allows it to place an Order and conclude and, subsequently, perform a Service agreement. If the Client holds no economic copyright to the Materials, the Client warrants and represents that it holds valid and effective consent given by the persons holding economic copyright to the Materials to the widest extent possible, at least to the extent allowing to place an Order, conclude and, subsequently, perform a Service agreement.
The Client warrants and represents that it holds towards the Materials moral copyright, which allows it to place an Order, conclude and, subsequently, perform a Service agreement. If the Client holds no moral copyright to the Materials, the Client warrants and represents that it holds valid and effective consent given by the persons holding moral copyright to the Materials to the widest extent possible, at least to the extent allowing to place an Order, conclude and, subsequently, perform a Service agreement.
The Client warrants and represents that, to the extent the image of an existing person is recorded in the Materials, the Client holds valid and effective consent, which may be further assigned, given by that person to the extent allowing to place and Order, conclude and, subsequently, perform a Service agreement.
If the warranties set out in items 2, 3 and 4 turn out untrue for any reason whatsoever and any claims are pursued by third parties against ARTIGIO for infringement of economic or moral copyright, the Client shall, at the request of ARTIGIO, join the dispute on the part of ARTIGIO, hold ARTIGIO harmless against any and all claims in the full amount, arising from the infringement.
6. The Client holds all consent given by authorised persons and allows ARTIGIO to exercise economic copyright to the Materials to the widest extent necessary for performance of the Service, in particular to record, multiply, store, modify and make available the Materials so that anyone may have access to them at any place and time chosen by him/her.
ARTIGIO represents that it shall be bound by no reservations made by the Client if they are contrary to the Terms and Conditions, even if ARTIGIO did not expressly object to the said reservations, which is acknowledged and accepted by the Client.
ARTIGIO represents that illegality, invalidity or ineffectiveness of any of the provisions of the Terms and Conditions shall not affect the legality, validity or effectiveness of the other provisions, which is acknowledged and accepted by the Client.
By placing an Order the Client accepts the Terms and Conditions. The content of the Terms and Conditions is available on the website of ARTIGIO (www.artig.io) and in the Offer.
ARTIGIO represents that the Services are located on cloud severs and provided with the use of a browser, which is acknowledged and accepted by the Client.
ARTIGIO represents that the speed (time) of the performance of the Service may not be set at the time of conclusion of the Agreement and shall each time depend on the type and availability of render servers, which is acknowledged and accepted by the Client.

§3

Conclusion of the Agreement

The Client interested in performance of the Service shall complete the form available on the website www.artig.io, whose template constitutes Annexe No. 1 to these Terms and Conditions, including the number, detailed characteristics, parameters and descriptions of files to which the Service is to relate to, together with a request for an Offer, and a declaration on acceptance of the Regulations.
Within 3 days of the completion and acceptance of the form set out in item 1, ARTIGIO shall provide the Client with an Offer.
Following the receipt of the Offer the Client shall place an Order with ARTIGIO. A condition of acceptance of the Order and, subsequently, conclusion of an agreement shall be the use by the Client of the form set out in item 1 above. The use by the Client of any document other than the form shall be ineffective and shall not result in providing the Client with an Offer.
Together with an Order the Client shall provide ARTIGIO with a proof of payment of the compensation for the first month of the Service provision, in the amount defined in the Offer.
The Agreement shall be each time concluded by means and at the time of receipt by the Client of the confirmation of acceptance of the Order by ARTIGIO. A condition of confirmation of the acceptance of the Order shall be the provision of a proof of payment of the compensation in compliance with item 4 above.
Together with the Order the Client shall provide ARTIGIO with all data relating to the economic activity conducted by the Client, in particular the registered office, address and Tax Identification Number.
The confirmation of acceptance of an Order shall be each time provided to the Client without unnecessary delay by electronic means to the e-mail address indicated in the Order or the address of the Client’s registered office. The confirmation of acceptance of the Order shall bear a signature and sending conformation by email for its validity.
The confirmation of acceptance of the Order provided to the Client in the manner stipulated in item 5 above shall each time define the following provisions of the concluded agreement:
1. type and detailed scope of the Service,
2. compensation for performance of the Service,
3. detailed description of Materials and information necessary for proper performance of the Service, to be provided by the Client, together with the time limits for and form of provision thereof,
4. the duration of the Service,
5. the place and method of acceptance of the Service.
6. declarations set out in Article 2 items 2, 3, 4 and 5 of the Terms and Conditions.
The Client shall prepare and keep copies of the Materials provided to ARTIGIO.

§4

Performance of the Service

ARTIGIO shall proceed to perform the Service without unnecessary delay after confirmation of the acceptance of the Order in the manner described in Article 3 of the Terms and Conditions, after the receipt of the Materials and crediting the amount of the compensation defined in the Offer on the bank account of ARTIGIO.
The Client shall cooperate with ARTIGIO to the extent necessary for proper performance of the Service.
In the event of failure to pay the compensation for any month of the provision of the Service within the time limits defined in Article 5 item 2, the provision of the Service shall be suspended for the period of 30 days of the date on which the compensation for a given month was to be paid in compliance with Article 5 item 2. In the event of failure to pay the compensation despite the lapse of the time limits of 30 days, the Materials shall be deleted from the Database and the agreement shall be terminated with the effect on the last day of the time limits of 60 days. Information on completion of the Service and termination shall be provided to the Client by ARTIGIO without unnecessary delay. The Materials shall be returned to the Client within 7 days of the date of payment of the overdue compensation in whole and on condition of total payment thereof.
In each event that the performance of the Service results in creation of a Work, the rights to the presentation created in this manner shall be held by ARTIGIO, without prejudice to any rights held by the Client to the Materials.

§5

Payments

The payment of the compensation for the performance of the Service shall be effected on the basis of VAT invoices sent to the Client’s address.
The compensation for the performance of the Service shall be paid on a monthly basis, by the 15 day of each month of the provision of the Service, in the amount defined in the Offer.
The due date shall be deemed observed on the date of crediting the amount of the compensation on the bank account of ARTIGIO.
The amounts set out in item 2 above shall be net amounts to which the VAT shall be added each time in the events and at the rate applicable as of the invoice date. .
Payment shall be effected by transfer to the bank account of ARTIGIO indicated on the invoice.
In the event of any delay in the payment of the compensation as compared with the due date defined in item 2 above, the Client shall pay statutory interest for each day of the delay.

§6

Final Provisions

The Terms and Conditions and the agreement concluded on the basis hereof shall be governed by and construed in accordance with the Polish law.
Any disputes arising from the application of the Terms and Conditions or performance of the agreement concluded on the basis hereof and the performance hereof shall be subject to determination in compliance with the Polish law. The Client shall subject any disputes to determination by a court of jurisdiction for the registered office of ARTIGIO.
The Terms and Conditions were drafted on December the 1st, 2018.