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    CLOUDMIZER TERMS OF USE

    These Terms of Use prescribe the terms of use of the Cloudmizer web application and the Services available as part of Cloudmizer, provided by CLOUD PARTNERS sp. z o.o. with its registered office in Gdynia(81-521), Al. Zwycięstwa 241/13, National Court Register KRS: 0000802127, Tax Identification Number NIP: 6572947169, National Business Registry Number REGON: 384283931, share capital in the amount of PLN 6,250.00 (“Service Provider”).

    In the case of certain Services or using certain functionalities of Cloudmizer (e.g. promotional campaigns), additional terms and conditions may apply. Where these Terms of Use are in conflict with the terms and conditions published or applicable to a certain part of Cloudmizer or the scope of the Services, such terms and conditions will prevail and be binding in the scope in which they conflict with these Terms of Use.

    1. DEFINITIONS

    (User) Infrastructure - cloud environment or environments used by the User on the basis of separate agreements with third parties (in particular with the providers of cloud services or solutions) and indicated by them in an Order, and then as part the Cloudmizer functionalities, in connection with which the Service Provider provides the Services specified in the Order

    Account - a service provided electronically by the Service Provider; a modifiable part of Cloudmizer individually assigned to the User; the User may only use the Services if the Account is active

    Agreement - an agreement for the provision of the Services concluded by and between the Service Provider and the User, the general terms and conditions of which are prescribed by these Terms of Use; the Agreement is binding upon the User’s legal successors; the User may not assign their rights and obligations resulting from the Agreement without the consent of the Service Provider

    Cloudmizer - a web application available at the following address: https://app.cloudmizer.com/, owned by the Service Provider, enabling, among other things, the use of cost optimisation tools in the User's Infrastructure and providing other Services

    Data data - including personal data, provided or processed by the Users as part of the Cloudmizer functionalities, including the Services; this may involve in particular data downloaded from the User Infrastructure indicated by the User (data concerning their settlement and use of the Infrastructure, etc.), as well as data and information provided to the User as part of individual Services

    Force Majeure - an event that was not foreseeable by exercising care required within professional occupational relations and that remains beyond the control of both the User and the Service Provider, and that could not be prevented by them by exercising the all due care, in particular such events as extreme weather conditions, diseases of employees, hacker attacks, unusual conduct of communities, and actions of public authorities

    Maintenance Break - a break in the availability of Cloudmizer and the Services related to the necessity to carry out update, maintenance, or modernisation works that prevents or hinders their use

    Order - a declaration of the User’s intent that directly results in the conclusion or extension of the Agreement, stating its relevant terms and conditions; an Order is placed within the Cloudmizer functionalities after the relevant scope of Data has been entered

    Package - a variant specifying the scope of Services, chosen by the User from among the options made available by the Service Provider; details of the Packages, including the duration of the Services chosen within a Package, are visible in the Pricelist

    Parties - the User and the Service Provider

    Pricelist - a statement of prices and subjective scopes of the Services, in particular as part of the Packages; the Pricelist is available on Cloudmizer (https://cloudmizer.com/), and its change does not constitute amendment of the Agreement

    Privacy Policy - a document presenting details of the processing of the Users’ personal data by the Service Provider; the Privacy Policy supplements the Terms of Use and is available in electronic form here:https://cloudmizer.com/privacy-policy

    Recommendations - one of the Services that consists in providing the User with specific tips concerning the optimisation of costs connected with the Infrastructure on the basis of the Data provided by the User; the content of the Recommendations is each time available in the User's panel, including in a downloadable format

    Services - services provided by the Service Provider via Cloudmizer for the account of the Users, which may consist, in particular, in providing solutions enabling the analysis and optimisation of the User’s costs with respect to the User's Infrastructure

    Subscription Term - the period in which a selected Service is provided within the Account, whose length is indicated directly in an Order in accordance with the Pricelist; a single Subscription Term constitutes the minimum time of the User’s liability under the Agreement; it starts upon making the payment in advance for the first Subscription Term and expires upon the end of the day that corresponds with its name or date to the first day of the Subscription Term, and if there is no such day in the following month – on the last day of the relevant month

    Success Share - additional remuneration due to the Service Provider if the User uses certain Services and implements Recommendations; the amount of Success Share depends on the Package selected by the User

    User - a natural or legal person or an organizational entity concluding the Agreement as it is directly related to their business or professional activity or has a professional character for them that results in the first place from the objects of their business activity; whenever the Terms of Use mention the User, this applies also the User’s employees and associates

    1.1. Any definitions and phrases used in these Terms of Use are applied in the Agreement, as well as in other activities connected with the performance of the Agreement by the Parties.
    1.2. In the e-mail correspondence between the Parties, the above phrases written with low-case letters have the meanings as defined in the Terms of Use, unless the sender expressly states otherwise.

    2. GENERAL PROVISIONS

    2.1. Any entity willing to use the Services has to become acquainted with these Terms of Use first. Placing an Order or using the Services is tantamount to acceptance of the Terms of Use without reservations.
    2.2. The entity placing an Order represents and warrants that:
    2.2.1. no enforcement or liquidation proceedings are pending against the User;
    2.2.2. it is authorised to place the Order and bind the User with the terms and conditions of the Agreement and there are no contraindications to conclude such Agreement;
    2.2.3. The User uses the Services directly in connection with their business or professional activity;
    2.2.4. it has become acquainted with these Terms of Use and raises no reservations towards them.
    2.3. Information included in Cloudmizer does not constitute an offer within the meaning of the Polish Civil Code, but constitutes an invitation for the Users to place offers.
    2.4. The Service Provider provides the Services pursuant to these Terms of Use and the Agreement. The provisions of the Terms of Use are binding for the Parties as of conclusion of the Agreement.
    2.5. The Terms of Use and the provisions applicable to the User apply accordingly to the User's employees and associates to the extent that they use the Services. The User is responsible for the compliance of such persons with the Terms of Use.
    2.6. The User is prohibited from providing content of unlawful nature and using Cloudmizer in a manner that distorts or prevents its proper operation.
    2.7. The User support and provision of the Services take place during the Service Provider's business hours. The support service is available from Monday to Friday between 9 a.m. and 5 p.m.
    2.8. Detailed rules on the use of the Cloudmizer functionality and individual Services are prescribed on Cloudmizer under relevant tabs and in the descriptions of individual Packages.

    3. CLOUDMIZER

    3.1. As part of Cloudmizer, the following Services may be provided, without limitation: Account maintenance, analysis and optimisation services, including the provision of Recommendations.
    3.2. In order to use Cloudmizer, the User has to meet the following minimum technical requirements: (a) a device with the Internet connection enabling the correct display of the Cloudmizer interface, (b) an installed, latest version of either Internet browser: Edge, FireFox, Opera, Chrome, Safari, (c) active JavaScript and cookie support (subject to the relevant provisions of the Privacy Policy), (d) an active e-mail account. The recommended minimum screen resolution: 1024x768 pixels. The Service Provider may specify additional minimum technical requirements for individual Services as part of the Agreement.
    3.3. The Service Provider reserves all rights to Cloudmizer that are not granted to the User in an express manner under the Agreement. In particular, the Agreement does not authorise the User to: (a) reproduce, disseminate, lend, dispose of, or otherwise redistribute Cloudmizer, directly or indirectly, whether against charge or free of charge, otherwise than through the Service Provider, (b) modify, reverse engineer, or otherwise interfere in the Cloudmizer software, (c) use or develop the intellectual property belonging to the Service Provider for the purpose of creating own products and services, (d) use the intellectual property belonging to the Service Provider for an unlawful purpose or to the detriment of the Service Provider. Any behaviour that meets either of the foregoing prerequisites will be treated as a default of the Agreement.

    4. ORDER AND AGREEMENT CONCLUSION

    4.1. The User completes the Order (selecting the range of Services offered within Cloudmizer and selecting a Package), entering data necessary to collect payment for the first Subscription Term and to set up an Account through Cloudmizer, via the dedicated Order form, and then sends it to the Service Provider.
    4.2. By placing the Order, the User makes the Service Provider an offer to conclude the Agreement whose subject matter covers the Services indicated by the User in the Order.
    4.3. If the Order is placed otherwise than for a natural person, then by sending it, the relevant person declares that he/she acts upon commission of the User being an entrepreneur, legal person, or other organisational unit and is duly authorised to act for and on behalf of that User.
    4.4. Upon creation of the Account, the Agreement is concluded between the User and the Service Provider on the terms stated in the Order and the Terms of Use, on the condition subsequent of making payment for the first Subscription Term as prescribed in the Order and provided that the conditions prescribed in the Terms of Use are met, in particular provided that the given person is entitled or duly authorised to conclude the Agreement.
    4.5. The Agreement is concluded for the Subscription Term.
    4.6. Upon the lapse of the Subscription Term prescribed by the relevant Package, the Agreement is automatically extended for another term corresponding to the lapsed Subscription Term, unless it has been terminated 1 (one) month before its expiration. The principle prescribed in the preceding sentence is applicable in the case of lapse of subsequent, extended Agreement terms.
    4.7. The User may terminate the Agreement at any time with the effect as at the end of the next Subscription Term following the Subscription Term applicable at the time of filing the termination notice, by sending an e-mail with a relevant declaration of intent pertaining to the termination of the Agreement to the Service Provider or in writing. Termination becomes effective upon the confirmation of receipt of such declaration of intent by the Service Provider.
    4.8. The Service Provider may terminate the Agreement (by e-mail or in writing) with immediate effect if the User fails to pay any portion of the remuneration (fees, including the Success Share) in due time or violates other provisions of the Agreement.
    4.9. As a result of termination of the Agreement upon notice or otherwise, any Data and information provided to Cloudmizer are removed and the User irretrievably loses access to them, save for those Data and information that are necessary to calculate the Success Share due to the Service Provider.

    5. SCOPE OF THE SERVICES

    5.1. Along with the conclusion of the Agreement, the User Account is activated.
    5.2. The User is liable for their actions within the frames of and also through their Account. The User may not share the Account with unauthorised third persons and is also responsible for keeping their login and password confidential. If the User notices that an unauthorised person has used the Account, then they should immediately notify the Service Provider of this. The User Account is non-assignable and non-transferable.
    5.3. The Users are themselves responsible for the configuration of the Services and Infrastructure and for the results of such configuration.
    5.4. If within the Agreement term the Service Provider changes, improves, or updates Cloudmizer, then its new version will immediately be implemented and made available to the Users through the Service. The time for implementing an upgrade or update of Cloudmizer will correspond to the level of advancement and complexity of the implemented technical changes and may require a Maintenance Break. Such change will not constitute amendment of the Agreement.
    5.5. The Service Provider takes every effort to ensure that the information, guidance, or instructions provided on Cloudmizer are complete and up-to-date, still, the Service Provider is also not liable for any failure to update such information, and the provisions of the Terms of Use will always remain binding.
    5.6. The User may upgrade the Package at any time within the Subscription Term by sending a relevant request to change it via e-mail to the Service Provider’s address. If the fee was paid for a year in advance, the Service Provider may activate the changed Plan with immediate effect, but in such case, the User is obliged to first settle the difference in fees for the remaining Subscription Term.
    5.7. When using Cloudmizer and the Services, the User undertakes not to: (a) undertake any actions that may hinder or impede the functioning of Cloudmizer or use it in a manner onerous to other Users, (b) undertake any actions to the detriment of other Users, third persons or the Service Provider, (c) violate the provisions of the Terms of Use, (d) use the Services in a manner that may violate the terms of service or other terms and conditions of the Infrastructure suppliers.
    5.8. A violation of the Terms of Use, in particular the rights to Cloudmizer, may cause the Service Provider respond in either of the following manners: (a) warning addressed at the User, (b) blocking access to the Account, (c) removing the Account and thus terminating the Agreement with immediate effect, (d) preventing the establishment of the Account again.
    5.9. The Service Provider may use the Data and other information entered into Cloudmizer to improve the quality of the provided Services, whereby with regard to the Data that are personal data – in a manner and scope within the frames of the rules prescribed in the Privacy Policy.
    5.10. Upon termination of the Agreement, the User also loses access to the Account and the Data are permanently removed.

    6. FEES

    6.1. The total remuneration due to the Service Provider is calculated on the basis of the User’s Order and the Agreement, in particular according to the selected Package.
    6.2. The determined fees, including fees prescribed by the Pricelist, are net prices that have to be increased by VAT at the applicable rate.
    6.3. Payments are made in the currency stated in the Order. The Service Provider states that this may involve currency exchange costs applied by certain banks for payments out of an account operated in a foreign currency.
    6.4. Subject to the Success Share, where the User terminates the Agreement in line with the Terms of Use, the fees are due until the end of the Subscription Term following the Subscription Term applicable as at the date of the termination notice.
    6.5. The Service Provider reserves the right to increase the rate stated in an Order and the Pricelist Fees upon the renewal of Services as part of a subsequent Subscription Term.The fees will be amended on the terms corresponding to those applicable to amendment of the Terms of Use.
    6.6. If as a result of an error the Service was given a false price, then the Service Provider has the right to reject or cancel the Order marked with the false price, and the User will be notified thereof in an e-mail.

    7. SUCCESS SHARE

    7.1. Unless otherwise indicated in the Pricelist, the Success Share applies to the User and is charged automatically on a monthly basis for a period of 24 (twenty-four) months starting from the date on which the User implements the last Recommendation with respect to a single Infrastructure based on the Data.
    7.2. The User is obliged to pay the Success Share in the amount specified in the selected Package. If the User changes to a higher Package, then the Success Share will be charged with the new settlement period according to the new Package.
    7.3. The amount of the Success Share due for a given month in which it is applicable will be made available to the User each time in the relevant Cloudmizer tab by the 5 (fifth) day of the month following the month in which the Success Share applies.
    7.4. The Service Provider will issue an invoice no later than 21 (twenty one) days from the end of the full month in which the Success Share to be settled applies. The invoice will be sent electronically to the User's e-mail address provided within the Account, to which the User hereby agrees. The payment date for the invoice is 14 days from the date of sending the invoice.
    7.5. Where the User terminates the Agreement in accordance with the Terms of Use, the Success Share will be due to the Service Provider at the agreed amount for the remaining months in which the Success Share applies in accordance with the selected Package covered by the Order.
    7.6. In each case where the User changes the access data for the Infrastructure or otherwise prevents the Service Provider from providing the Services with respect to such Infrastructure, in this changes or prevents access to Data, the User will be obliged to pay the Success Share as if the User implemented the last provided Recommendation as part of the selected Package.

    8. TERMS OF PAYMENT

    8.1. All Services are provided against charge and the total amount of the remuneration due to the Service Provider is each time stated in the Order and the Agreement.
    8.2. Unless the Agreement or a Package states otherwise, the monthly fee for individual Services is payable for each month of the Subscription Term in advance within a term stated in an Order each calendar for which it is due, with a proviso that the fee for starting the Service provision as part of a Package (first month from which it is valid) is payable in advance upon the activation of the Account and the Service provision will be started provided that the payment is made.
    8.3. The Service Provider will deprive the User of access to the Services, where the User is in delay with payment of any portion of the remuneration due to the Service Provider for more than 14 days and in the event of termination of the Agreement.
    8.4. The User agrees to receive invoices in electronic form via e-mail to the User’s e-mail address.
    8.5. With respect to certain Services, the User may also agree to recurrent payments, that is the automated charge of funds within a payment card indicated by the User, for individual Subscription Terms selected in the Order. By means of the Cloudmizer functionalities, the User may resign from such payments at any time, whereby this will block access to those Services to which that payment mode referred upon the lapse of the last paid Subscription Term.
    8.6. The day on which the Service Provider’s bank account is credited with the relevant amount is deemed the payment date.
    8.7. In the case of failure to meet any payment dates, the Service Provider may charge the User with statutory interest for delay in commercial transactions for each day of delay.

    9. DATA

    9.1. In order to use the Services, the User provides relevant Data indicated by the Cloudmizer system, in particular by integrating their cloud accounts at external suppliers and by granting Cloudmizer or the Service Provider the necessary level of authorisations to enable the provision of the Services selected under the Order.
    9.2. When integrating external accounts and providing Data to Cloudmizer, each time the User warrants and represents that: (a) they have the rights to Data at least to the extent required pursuant to their commitment to abide by the provisions of these Terms of Use and to enable the execution of the Order, (b) using an external account and Data within the frames of the Services is compliant with the terms and conditions of external suppliers, (c) using external accounts and managing Data within the frames of the Services will not infringe third persons’ rights.
    9.3. The Service Provider does not provide Data archiving or backup services. The Service Provider is not liable for the User’s loss of Data, in particular as a result of deletion of the Account or other actions, including those beyond control of the Service Provider, including actions of persons to whom the User granted access to the Account.
    9.4. Since the operation of Cloudmizer is automated and the Services depend on proper operation of external providers, the Service Provider is not liable for the content of analyses and recommendations generated on the basis of Data, whether available on Cloudmizer or independently created by the User on the basis of generated Data. In particular, the Service Provider is not liable for their full usefulness and suitability for cloud optimisations or other optimisations related to the Infrastructure.v 9.5. In view of the automatic nature of operation of Cloudmizer and possible errors attributable to external suppliers, the User is obliged to individually assess the reliability and accuracy of Data. The Service Provider does not guarantee the completeness, accuracy, or reliability of the Recommendations or cloud optimisation obtained through the Services.
    9.6. At the same time, the User represents that they acknowledge that the Service Provider only makes Cloudmizer available and its Services available as part of Cloudmizer are not provided as business consulting services.
    9.7. Data generated through the Services are made available to the User for own purposes of their activity, and the User is not authorised to make such Data available to third persons otherwise than for own use within the frames of their activity.
    9.8. The Service Provider undertakes to keep Data confidential.

    10. LIABILITY OF THE SERVICE PROVIDER

    10.1. The Service Provider provides IT infrastructure and ensure its technical functionality, what constitutes its liability for Cloudmizer and the Services.
    10.2. The Service Provider is not liable for any damage resulting from: infringement of the provisions of these Terms of Use by the User; disclosure by the User of the login or password to their Account to third persons; an event of Force Majeure, activity of malware; deletion of the Account or loss of data stored in the Account; termination of the Agreement by the Service Provider resulting from a culpable act or negligence of the User; short-term lack of or impediments to access to the Services caused by a Maintenance Break; faults and defects of the Data, the manner in which the Data are shared or the consequences of the use of the effects of the Services provided within Cloudmizer; ddos attacks; the User’s failure to take the actions necessary for the Service provision (granting the authorisations in a scope preventing or limiting access, deriving Data, or providing the Services, etc.).
    10.3. With regard to the Agreements concluded between the Service Provider and the User, the Service Provider will be held liable only in the case of culpable damage and to the extent of damage actually incurred by the User (the Service Provider is not liable for lost profits). In particular, the Service Provider does not grant any commercial guarantees in connection with the provision and use of the Services.
    10.4. The User undertakes to cover any damage resulting from the User’s action or omission in violation of the law or the Terms of Use. This includes the User’s obligation to reimburse any costs incurred by the Service Provider in connection with seeking damages.
    10.5. The liability for damage of the Service Provider against the User for damage resulting from improper performance or non-performance of the Agreement is limited to the amount of net remuneration paid by the User for the Service Provider under the Agreement until the day on which the claim is raised.

    11. COMPLAINTS

    11.1. The User has the right to file a complaint concerning the operation of Cloudmizer. A complaint should include at least details enabling the identification of the User as the complaining person and state reasonable reservations and comments. The complaint should be sent via the contact form available here https://cloudmizer.com/unsubscribe-form or to the correspondence address of Service Provider.
    11.2. The Service Provider will consider the complaint within 14 (fourteen) business days, unless the User failed to describe the subject matter and scope of the complaint in a manner enabling their consideration or failed to provide data enabling their identification.
    11.3. In the case referred to above, the term for considering the complaint is counted from the date on which the User provides the Service Provider with missing information.
    11.4. The Service Provider will send a response to the complaint to the e-mail address indicated by the User. The Service Provider’s response to the complaint is final.

    12. AMENDMENT

    12.1. The Service Provider may amend these Terms of Use, in particular due to material reasons, whether legal (e.g. amendment of the generally applicable law or change of the organizational form of the Service Provider) or technical (modernization of the Services, change of the operation manner of Cloudmizer and the Services).
    12.2. The Users will be notified of any amendment of the Terms of Use along with the scope of the introduced amendments via e-mail sent to the address at which the Account is registered 15 (fifteen) days before the new Terms of Use come into effect (“Notification Term”).
    12.3. The User may terminate the Agreement within the Notification Term upon 15-day termination notice calculated from the receipt of the notification. If the User fails to terminate the Agreement within the Notification Term, then the User is deemed to have accepted the Terms of Use in their amended wording without reservations, and becomes bounded by them upon the lapse of the last day of the Notification Term.
    12.4. At any time after receiving the notification, the User may, by means of a written statement or express confirmatory action, resign from the Notification Term.
    12.5. The Service Provider may introduce amendments to the Terms of Use with immediate effect, without observing the Notification Term, where:
    12.5.1. it is subject to a legal or regulatory obligation under which it is obliged to amend the Terms of Use in a manner preventing it from meeting that notification term;
    12.5.2. it is required, by way of exception, to amend the User Terms of Use so as to counteract an unpredicted and direct threat connected with protection of online agency services, consumers, or the Users against frauds, malware, spam, data breaches, or other cybersecurity threats.

    13. FINAL PROVISIONS

    13.1. The User represents that, for the purposes connected with promotion and advertisement of the Service Provider, the Service Provider is authorised to use the information that it is the supplier of the Services for the User. In this scope, the Service Provider may use data identifying the User, including their logo, and place such information on its websites, social media, and in any promotional and advertising materials, irrespective of their form, content, and the number of copies.
    13.2. The Service Provider processes the Users’ personal data in accordance with the Privacy Policy, which, among other things, serves satisfaction of the disclosure requirement towards data subjects under the GDPR.
    13.3. The Service Provider may transfer its rights and delegate obligations arising out of the Agreement and the Terms of Use to another entity without the User’s consent.
    13.4. If any provision of these Terms of Use or its part proves invalid, then the provisions of the Agreement will remain effective, while the Parties undertake, upon request of either Party, to replace such invalid provisions or their parts with provisions whose legal effect and economic implication to the highest extent correspond to those of the replaced provisions or their parts.
    13.5. Translations of these Terms of Use into foreign languages are provided for convenience only. Where there are any ambiguities or contradictions between the translations, the Polish version prevails.
    13.6. The governing law for the liabilities resulting from the Agreement and the Terms of Use is Polish law. The Parties will make every effort so that any dispute resulting from or related to the Agreement be settled in an amicable manner. If the Parties are not able to settle a dispute amicably within 1 (one) month, then such dispute will be referred for final settlement to the common court with jurisdiction over the registered office of the Service Provider.

    These Terms of Use come into effect as of: 1 January 2023