Terms & Conditions

Terms and Conditions for the Provision of Services by Solvti Sp. z o.o.

Effective date: 24.06.2026

§1 General provisions

These terms and conditions, hereinafter referred to as the “Terms and Conditions”, set out the general rules for the provision of services by Solvti Sp. z o.o. with its registered office in Wroclaw, address: ul. Strzegomska 42AB, 53-611 Wroclaw, Poland, entered in the register of entrepreneurs of the National Court Register kept by the District Court for Wroclaw-Fabryczna in Wroclaw, 6th Commercial Division of the National Court Register, under KRS number: 0000904919, NIP: PL 8943167485, REGON: 388666333, hereinafter referred to as “Solvti”.
The Terms and Conditions apply to services provided by Solvti to clients who are entrepreneurs, in particular in the scope of Odoo implementations, module implementations, integrations, configuration, consulting, programming work, business analysis, support, maintenance, audits, hour packages and other IT services indicated in Solvti’s offer.
Solvti provides services exclusively to B2B clients. The Terms and Conditions are not intended for consumers.
The Terms and Conditions form part of the agreement concluded between Solvti and the Client if they have been indicated in the Offer, order, e-mail, agreement, attachment, link to a website or otherwise made available to the Client before acceptance of the Offer or at the latest together with its acceptance.
At the time of acceptance of the Offer, Solvti may send the Terms and Conditions to the Client as an attachment or make them available in another durable manner, in particular in PDF or DOCX format. The Client’s failure to object to the Terms and Conditions before the commencement of the provision of services constitutes acceptance of the Terms and Conditions, provided that the Terms and Conditions were previously made available to the Client.
If the parties have concluded a separate agreement, framework agreement, statement of work, Offer, order or other individual arrangement, the provisions thereof prevail over the Terms and Conditions to the extent that they regulate a given matter differently.
In matters concerning the sale of ready-made Solvti digital modules through the online store, separate terms and conditions of the online store and the Solvti module license terms, available at the address indicated in the Store, apply. These Terms and Conditions apply to implementation, consulting, programming, integration, maintenance and similar services, unless the parties expressly agree otherwise.

§2 . Basic terms

For the purposes of the Terms and Conditions, the following terms have the following meanings:

Client - an entrepreneur, legal person, organizational unit or natural person conducting business activity who concludes an agreement with Solvti concerning the provision of services.
Offer - a document, e-mail, file, order, quotation, proposal, statement of work or other arrangement specifying the scope of services, remuneration, settlement model or other cooperation terms.
Agreement - an agreement concluded between Solvti and the Client by acceptance of the Offer, signing a document, exchange of e-mails, acceptance in an electronic system or other consistent declarations of intent of the parties.
Services - services provided by Solvti to the Client, in particular Odoo implementations, module implementations, configurations, integrations, consulting, analyses, programming work, migrations, support, maintenance, audits, hour packages and other IT services.
Hour Package - a prepaid package of Solvti working hours that may be used by the Client for Services within the scope and time limit specified in the Offer or the Terms and Conditions.
Hourly Settlement - a cooperation model in which the Client pays for the time actually worked by Solvti according to the rates indicated in the Offer or another arrangement between the parties.
Hourly Subscription - a renewable monthly package of Solvti working hours, including the number of hours indicated in the Offer, payable in advance for a given month and automatically renewed in subsequent months, on the terms set out in the Offer or the Terms and Conditions.
Travel to the Client - the travel time of a member of the Solvti Team to the Client’s registered office or another place indicated by the Client in order to provide Services outside Solvti’s standard place of work, settled on the terms set out in the Terms and Conditions or the Offer.
Work Results - works, materials, configurations, documents, analyses, code, scripts, integrations, reports, specifications, settings, instructions or other results of Solvti’s work created in connection with the provision of the Services.
Solvti Team - employees, associates, subcontractors, consultants, programmers, analysts, project managers and other persons used by Solvti in the provision of the Services.
External Services - services, systems, applications, licenses, hosting, infrastructure, integrations, APIs, software or tools supplied by third parties and used by the parties in the performance of the Services.
Business Day - a day from Monday to Friday, excluding public holidays in Poland.
Custom code - non-standard code, modifications, extensions, integrations, the Client’s own modules or modules of third parties and other changes in the Odoo environment or another IT environment of the Client that were not delivered by Solvti as a Work Result.

§3. Conclusion of the agreement and acceptance of the Offer

Cooperation with Solvti takes place on the basis of an Offer accepted by the Client or a separate agreement concluded by the parties.
The Offer may be presented in particular in documentary form, electronically, by e-mail, as a PDF file, DOCX file, presentation, quotation system or other agreed method of communication.
The Offer may specify in particular:

a. the scope of the Services;

b. the settlement model;

c. the amount of remuneration or hourly rates;

d. the expected schedule;

e. project assumptions;

f. the number of hours or estimated workload;

g. additional rules of operational cooperation;

h. contact persons;

i. payment terms;

j. the validity period of the Offer.

Unless the Offer provides otherwise, Solvti’s Offer is valid for 30 days from the date it is provided to the Client.
Acceptance of the Offer may take place in particular by signing the Offer, placing an order, by e-mail, by acceptance in an electronic system, by payment of remuneration, by providing access data, by providing materials for the performance of the Services or by other conduct of the Client clearly confirming its intention to commence cooperation.
Upon acceptance of the Offer, the Agreement is concluded on the terms set out in the Offer, the Terms and Conditions and any individual arrangements of the parties
Solvti may refuse to present an Offer, change the Offer or refuse to commence cooperation, in particular if the scope of work is inconsistent with Solvti’s business profile, gives rise to legal, technical, organizational or payment risks or requires resources unavailable to Solvti.
If the Client orders Services involving External Services, the Client should read the rules, licenses and terms of provision of such External Services. Solvti is not responsible for the content, changes, availability, prices or operation of External Services, unless Solvti has expressly assumed such responsibility in the Offer.

§ 4. Scope of Services and cooperation models

Solvti may provide Services in particular in the following models:

a. Hourly Settlement based on the time worked in a given month;

b. a prepaid Hour Package;

c. lump-sum or fixed-price remuneration;

d. a prepaid Hourly Subscription;

e. a mixed model, including elements of the above models;

f. another model indicated in the Offer.

Unless the Offer provides otherwise, the Services are provided in the Hourly Settlement model.
The Services include only the scope indicated in the Offer or agreed by the parties in the course of cooperation. A change or extension of the scope of the Services may require an additional valuation and separate acceptance by the Client.
Solvti does not guarantee the achievement of any specific business, financial, operational or organizational result, unless the Offer expressly provides otherwise. The Services are provided with due professional care appropriate for a professional entity from the IT industry.
Time estimates, schedules, recommendations, estimates and deadlines provided by Solvti are for planning purposes, unless the parties expressly designate them as binding.
If, in the course of the Services, it turns out that the assumptions adopted in the Offer were incomplete, outdated, incorrect or require change, Solvti will inform the Client of the impact of these circumstances on the scope, schedule, cost or possibility of further performance of the Services.
Solvti may use subcontractors, associates and members of the Solvti Team in the performance of the Services. Solvti is responsible for their acts and omissions as for its own, subject to the limitations of liability provided for in the Terms and Conditions.

§ 5. Hour Packages

If the Offer includes an Hour Package, the Client is obliged to pay the remuneration for the Hour Package in advance, before the commencement of the provision of the Services or on another date indicated in the Offer.
An Hour Package may be used for the Services indicated in the Offer or agreed with Solvti, in particular consulting, programming work, configuration, analysis, integrations, support, maintenance or other IT services.
Unless the Offer provides otherwise, an Hour Package is valid for 12 months from the date the payment is credited or from the date indicated in the Offer. Solvti may agree to extend the validity period of an Hour Package; however, such extension does not guarantee the maintenance of the existing rates or service prices during the extension period.
Unused hours from an Hour Package are not refundable after the expiry of the validity period of the Hour Package, unless Solvti decides otherwise.
Hours from an Hour Package are settled according to the actual working time of the Solvti Team, with the accuracy specified in the Offer, and if the Offer does not specify it - with accuracy to each commenced 15 minutes.
Solvti may refuse to perform work from an Hour Package if the scope of the ordered work exceeds Solvti’s competence, is contrary to law, infringes third-party rights, requires a separate license, goes beyond the agreed assumptions or involves a material technical, legal or organizational risk.
If the performance of the ordered work requires more hours than remain in the Hour Package, Solvti will inform the Client of the need to purchase another Hour Package or accept additional Hourly Settlement.

§ 6. Hourly Subscription

If the Offer includes an Hourly Subscription, the Client acquires a renewable monthly package of Solvti working hours in the number indicated in the Offer.
The Hourly Subscription is concluded for an indefinite period, unless the Offer provides otherwise, and renews automatically for subsequent monthly billing periods.
The remuneration for the Hourly Subscription is payable in advance for a given month, at the beginning of the relevant monthly billing period, unless the Offer provides otherwise. Unless the parties have agreed another date, the invoice may be issued on the first day of the given month.
The hours available under the Hourly Subscription may be used for the Services indicated in the Offer or agreed with Solvti, in particular consulting, programming work, configuration, analysis, integration, support, maintenance or other IT services.
Unused hours from a given monthly allocation of hours are carried over to subsequent months, subject to sec. 6.
Each monthly allocation of hours under the Hourly Subscription remains valid for 12 months counted from the end of the month in which the given allocation was created. After this period, unused hours expire and are not refundable.
Hours under the Hourly Subscription are used according to the FIFO principle, i.e. the oldest hours are used first.
The rules for settling working time set out for Hour Packages and Hourly Settlement apply accordingly to the Hourly Subscription, in particular those concerning the accuracy of working time settlement, time reports and submission of objections by the Client.
The rules for indexation of rates set out in § 8 of the Terms and Conditions apply to the monthly fee for the Hourly Subscription, unless the Offer provides otherwise.
Either party may terminate the Hourly Subscription with one month’s notice. A termination notice submitted before the end of a given month means that the notice period covers one full subsequent calendar month, unless the parties agree otherwise.
After the end of the Hourly Subscription, Solvti does not grant the Client new monthly allocations of hours. Unused and unexpired hours remain valid until the end of their 12-month validity period and may be used on the existing terms, without the Client being obliged to pay additional remuneration for their mere use.
The end of the Hourly Subscription does not entitle the Client to request a cash refund for unused hours.

§ 7. Hourly Settlement and monthly work

In the Hourly Settlement model, Solvti settles the Services according to the time actually worked and the rates indicated in the Offer, order, price list or other arrangement of the parties.
Unless the Offer provides otherwise, Hourly Settlement is made monthly, on the basis of a time report for the given month.
Together with the invoice or at another agreed time, Solvti may provide the Client with a time report including in particular the date, person or role, description of activities and number of hours.
The Client may submit objections to the time report within 5 Business Days of receiving it. Failure to submit objections within this period constitutes acceptance of the report.
Objections to part of the time report do not entitle the Client to withhold payment of the undisputed part of the remuneration.
If the Client requires working time to be registered in the Client’s system, the Client should provide Solvti with access to that system, instructions for its use and the possibility to verify data. Lack of such access does not release the Client from the obligation to pay remuneration for the working time actually performed by Solvti.
If the Client orders a specified level of availability or engagement of the Solvti Team in a given month, remuneration may be due for the reserved availability, regardless of the actual number of tasks assigned to Solvti, if this follows from the Offer.

§ 8. Remuneration, payments and indexation of rates

Solvti’s remuneration is specified in the Offer or another arrangement between the parties.
The remuneration may include in particular:

a. hourly remuneration;

b. remuneration for an Hour Package;

c. lump-sum remuneration;

d. remuneration for additional Services;

e. costs agreed with the Client;

f. fees for External Services, licenses, hosting, tools or other elements necessary to perform the Services.

Unless the Offer provides otherwise, all amounts indicated by Solvti are net amounts and will be increased by VAT or other applicable taxes if required by law.
Unless the Offer provides otherwise, the payment term for an invoice is 7 days from the date of its issue.
The remuneration is payable by bank transfer to Solvti’s bank account indicated on the invoice, unless the parties agree on another payment method.
In the case of payments made through payment operators or payment platforms, the available methods may include in particular payment card, bank transfer, Przelewy24, BLIK, Apple Pay or other methods made available by the payment operator. The availability of payment methods may depend on technical settings, country, currency, type of transaction and the rules of the relevant payment operator.
The Client acknowledges that in the case of an invoice issued through the National e-Invoicing System, the invoice is deemed received by the Client on the date on which the invoice is assigned an identifying number in the National e-Invoicing System, unless mandatory provisions of law provide otherwise.
If it is not possible to issue, send or make an invoice available through the National e-Invoicing System, in particular for technical reasons, failure, unavailability of the system, exclusion of a given type of invoice from the KSeF obligation or application of transitional provisions, Solvti may issue or deliver the invoice in another legally permissible manner, in particular electronically to the e-mail address indicated by the Client.
The Client is obliged to provide Solvti with correct, complete and up-to-date data necessary to issue an invoice, in particular the name or business name, address, NIP, EU VAT number or another appropriate tax identification number. Solvti is not liable for the consequences of the Client providing incorrect, incomplete or outdated invoice data.
Late payment entitles Solvti to charge statutory interest for delay in commercial transactions and compensation for debt recovery costs, if this follows from the law.
In the event of payment delay, Solvti may suspend the provision of the Services, suspend access to Work Results, refuse to commence further work or make further cooperation conditional on payment of arrears, prepayment or establishment of additional security.
Suspension of the provision of the Services due to non-payment does not constitute non-performance or improper performance of the Agreement by Solvti and does not release the Client from the obligation to pay remuneration due for performed work, reserved availability, an Hour Package or an Hourly Subscription.
Solvti is entitled to index rates, as a rule, once in each calendar year.
Irrespective of the date of acceptance of the Offer or conclusion of the Agreement, standard rate indexation is carried out in November, with at least one month’s notice, so that the new rates may apply from 1 January of the following year.
Information about new rates may be provided to the Client in particular by e-mail, in an annex, new Offer, price list or other document.
If the Client does not accept the new rates, the Client may end the cooperation on the terms set out in the Terms and Conditions, the Offer or the Agreement. Until the end of the cooperation, the existing rates apply, unless the parties agree otherwise.

§ 9. Travel to the Client and accommodation

If, in order to provide the Services, it is necessary for a member of the Solvti Team to travel to the Client’s registered office or another place indicated by the Client, the time of Travel to the Client will be settled in accordance with this paragraph.
The rules set out in this paragraph apply in particular to regional car travel. Distant, foreign trips requiring air travel, rail travel, multi-day business trips or other non-standard travel costs may be settled on separately agreed terms.
The Client is not charged for fuel costs, mileage allowance or other operating costs of the car used by a member of the Solvti Team in connection with Travel to the Client, unless the Offer expressly provides otherwise.
The Client is charged only for one-way Travel to the Client, i.e. the travel time of a member of the Solvti Team to the Client’s registered office or another place indicated by the Client.
The time of Travel to the Client is determined as the shorter of the following times:

a. travel time calculated from Solvti’s registered office in Wroclaw to the Client’s registered office or another place indicated by the Client;

b. travel time calculated from the place from which the member of the Solvti Team actually departs to the Client’s registered office or another place indicated by the Client.

The time of Travel to the Client reduces the Hour Package or Hourly Subscription or is settled under Hourly Settlement, depending on the cooperation model adopted by the parties.
If more than one member of the Solvti Team travels to a Client visit, the Travel to the Client time of each of them is calculated and settled separately.
The return time of a member of the Solvti Team from the Client is not recorded or settled to the Client and is borne by Solvti, unless the Offer expressly provides otherwise.
In the lump-sum or fixed-price remuneration model, the time of Travel to the Client is settled additionally according to the hourly rates indicated in the Offer, and if the Offer does not indicate such rates, according to Solvti’s standard rates applicable at the time of the travel, unless the Offer provides otherwise.
If accommodation for a member of the Solvti Team is necessary in connection with the provision of the Services outside Solvti’s standard place of work, the cost of accommodation is covered by the Client on the terms set out in this paragraph.
The Client may independently book and pay for a hotel for a member of the Solvti Team if the Client expressly informs Solvti that it prefers this method of arranging accommodation.
If the Client does not expressly indicate that it books and pays for the hotel independently, Solvti books the hotel and re-invoices the accommodation cost to the Client, adding an administrative fee of 5% of the net accommodation value.
The administrative fee referred to in sec. 12 is shown as a separate item on the re-invoice or another appropriate accounting document.
Solvti selects a hotel of reasonable standard, generally mid-range, taking into account the place where the Services are provided, availability of accommodation, safety, logistical conditions and reasonableness of costs.

§ 10. Client cooperation and information obligations

The Client is obliged to cooperate with Solvti to the extent necessary for the proper provision of the Services.
The Client should timely provide Solvti with information, documents, data, access, permissions, materials, decisions, approvals, test environments, production environments, instructions, procedures, requirements, contact details and other elements necessary to perform the Services.
The Client is responsible for the correctness, completeness, up-to-dateness and legality of information, data, materials, instructions and access provided to Solvti.
Lack of cooperation by the Client, delay in providing information, lack of access, lack of decisions, lack of approvals, changes of assumptions, incorrect data or incomplete documentation may affect the schedule, cost, scope and possibility of performing the Services.
In the event of lack of cooperation by the Client, Solvti may suspend the provision of the Services after first calling on the Client to remove the obstacle, unless the nature of the obstacle justifies immediate suspension.
The deadlines for performing the Services are extended accordingly by the duration of the obstacle and the time needed by Solvti to reorganize the work.
If Solvti remains ready to provide the Services and the provision of the Services is impossible or hindered for reasons attributable to the Client, Solvti may charge remuneration for readiness if this follows from the Offer, the nature of the cooperation or the parties’ arrangements. Unless the parties have agreed otherwise, one day of readiness corresponds to 7.5 hours of work.
The Client is obliged to make backup copies of data, configuration, code, databases and environments before Solvti starts work, unless making a backup copy has been expressly ordered from Solvti as a separate Service.
The Client is responsible for its own IT environment, data, systems, infrastructure, configuration, modules of other suppliers, custom code, user permissions and business decisions made on the basis of the Services.

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§ 11. Performance of the Services, schedule and acceptance

The Services are performed within the time limits and schedule indicated in the Offer or agreed by the parties in the course of cooperation.
The schedule may change in particular in the event of a change in the scope of work, Client delay, unavailability of the environment, the need to perform additional analyses, technical problems, changes in Odoo, changes in External Services or other circumstances beyond Solvti’s control.
If the parties have agreed on acceptance of Work Results, the Client should submit objections within 5 Business Days from the date on which the Work Results are submitted for acceptance, unless the Offer indicates another deadline.
Failure to submit objections within the deadline means acceptance of the Work Results without objections.
The Client’s objections should be specific, justified and indicate the extent to which the Work Results are inconsistent with the Offer or the agreed specification.
Objections concerning elements not indicated in the Offer, changes of scope, new requirements, a different business concept or Client preferences may be treated as a change in the scope of work and be subject to additional valuation.
Use of the Work Results by the Client in a production environment, making them available to end users or further developing them by the Client constitutes acceptance of the Work Results, unless the parties have agreed otherwise.

§ 12. Solvti Team and work organization

Solvti independently decides on the composition of the Solvti Team, the manner of work organization, task allocation and selection of persons performing the Services, unless the Offer provides otherwise.
No employment relationship, subordination relationship or other direct employment relationship arises between the Client and members of the Solvti Team.
The Client is not entitled to issue employment instructions to members of the Solvti Team. Current project arrangements, priorities, approvals and operational communication may be made directly with members of the Solvti Team to the extent necessary to perform the Services.
Any objections concerning the work of the Solvti Team should be reported by the Client to the contact person indicated by Solvti.
As a rule, the Services are provided on Business Days during Solvti’s working hours, unless the Offer provides otherwise.
If the Client requires the Services to be provided outside standard working hours, on Saturdays, Sundays or public holidays, this requires a separate arrangement with Solvti and may be subject to increased rates.
Unless the Offer provides otherwise, work outside standard working hours may be settled with a 50% surcharge, and work on Saturdays, Sundays or public holidays with a 100% surcharge.
In the event of temporary unavailability of a member of the Solvti Team, Solvti will make reasonable efforts to provide a replacement or reorganize the work in a manner minimizing the impact of the unavailability on the project.

§ 13. Copyright and license to Work Results

Unless the Offer or a separate agreement expressly provides otherwise, Solvti does not transfer to the Client economic copyrights to the Work Results, code, configuration, documentation, know-how, libraries, tools, methodologies, templates, components, modules, scripts, technical solutions or other elements created or used in the provision of the Services.
Upon payment of all remuneration due to Solvti for a given Work Result or billing period in which the Work Result was created, Solvti grants the Client a non-exclusive, territorially unlimited license to use the Work Results to the extent necessary to use them in the Client’s internal business activity.
The license referred to in sec. 2 is granted for an indefinite period, unless the Offer provides otherwise.
Until all remuneration due to Solvti for a given Work Result or billing period has been paid, the Client is not entitled to use the Work Results in production, unless Solvti expressly permits earlier use.
The license covers the following fields of exploitation, only to the extent necessary for the Client to use the Work Results in its internal business activity:

a. fixing and reproducing the Work Results by digital means, in the memory of a computer, server, hosting environment, test environment, production environment or other IT environment of the Client;

b. installing, launching, displaying, applying, storing, configuring and using the Work Results;

c. introducing the Work Results into the Client’s IT systems, in particular into the Client’s Odoo environment;

d. making technical and backup copies of the Work Results;

e. modifying, developing, adapting and combining the Work Results with the Client’s systems, solely for the Client’s internal needs;

f. using documentation, analyses, instructions and materials prepared by Solvti to the extent necessary to use the Work Results.

The license does not include the right to sell, resell, sublicense, distribute, publish, commercialize, make available to third parties or place on the market the Work Results or any part thereof, unless the Offer expressly provides otherwise. In the event of breach of this provision, the Client will pay Solvti a contractual penalty of EUR 25,000 for each case of breach. Payment of the contractual penalty does not exclude Solvti’s right to claim damages exceeding the amount of the contractual penalty.
The Client may entrust maintenance, development or modification of the Work Results to its own employees, associates or other suppliers, provided this does not lead to infringement of Solvti’s rights, disclosure of Solvti’s confidential information or unauthorized distribution of the Work Results.
Solvti retains the right to use its own knowledge, experience, know-how, methodologies, tools, libraries, components, templates, modules, technical solutions and general concepts used or developed in the provision of the Services.
Solvti may reuse in its business activity elements of a general nature, reusable components, libraries, tools, modules, patterns, code fragments and technical solutions, provided this does not infringe the Client’s confidential information or rights.
The provisions of this paragraph do not affect the terms of open source licenses, Odoo licenses, External Services licenses or licenses for ready-made Solvti modules sold under separate terms.
If open source software, third-party components, Odoo, external modules or External Services have been used in the Work Results, their use takes place in accordance with the applicable license terms for those elements.
If the Client expects a transfer of economic copyrights instead of the granting of a license, this requires an express provision in the Offer or a separate agreement, indicating the remuneration, fields of exploitation and scope of transfer of rights.

§ 14. Solvti modules and online store terms and conditions

If, as part of the cooperation, the Client acquires ready-made Solvti digital modules, their sale, delivery, updates, subscriptions and license terms are governed by separate terms and conditions of the online store and the Solvti module license terms.
Services involving implementation, installation, configuration, customization or integration of Solvti modules are separate from the acquisition of the module itself and are subject to these Terms and Conditions, unless the Offer provides otherwise.
Payment for a module implementation, configuration, integration or customization service does not include the price of the module license, unless the Offer expressly provides otherwise.
Payment for a module license does not include module implementation, configuration, integration, support or customization services, unless the store terms, module license or Offer expressly provide otherwise.

§ 15. Confidentiality

The parties undertake to keep confidential the confidential information obtained from the other party in connection with negotiations, conclusion or performance of the Agreement.
Confidential information includes in particular technical, technological, organizational, financial, commercial, legal, personal and project information, information about clients, suppliers, systems, infrastructure, code, configuration, data, know-how, business plans, prices, rates, offers, documentation and other information having economic value or marked as confidential.
The confidentiality obligation applies during the cooperation and for 5 years after its end, unless the information constitutes a trade secret - in such case the obligation lasts as long as the information retains such character.
A party may disclose confidential information to its employees, associates, advisers, subcontractors and members of governing bodies only to the extent necessary to perform the Agreement and provided that they are obliged to maintain confidentiality.
The confidentiality obligation does not apply to information that is publicly available without breach of the Agreement, was known to a party before it was obtained, was independently developed without using confidential information or must be disclosed under law or a decision of an authorized authority.
In the event of breach of the confidentiality obligation, the Client will pay Solvti a contractual penalty of EUR 25,000 for each case of breach. Payment of the contractual penalty does not exclude Solvti’s right to claim damages exceeding the amount of the contractual penalty on general terms.

§ 16. Personal data

Each party processes personal data in accordance with applicable law, in particular the GDPR.
If, in connection with the provision of the Services, Solvti is to process personal data on behalf of the Client as a processor, the parties will conclude a separate data processing agreement or agree appropriate data processing provisions.
The Client is responsible for the legality of personal data made available to Solvti, including having an appropriate legal basis for processing and fulfilling information obligations towards data subjects.
The Client should not provide Solvti with personal data to an extent broader than necessary for the performance of the Services.
Solvti may process contact data of persons acting on the Client’s side for the purpose of concluding and performing the Agreement, communication, settlements and pursuing claims, in accordance with Solvti’s Privacy Policy.

§ 17. Non-solicitation of Solvti employees and associates

During the term of the Agreement and for 24 months after its end, without Solvti’s prior written consent the Client may not, directly or indirectly, employ, engage, recruit, induce to cooperate, make job or cooperation offers to, or take actions aimed at employing or establishing cooperation with employees, associates, subcontractors or members of the Solvti Team with whom the Client had contact in connection with cooperation with Solvti.
The prohibition covers employment or cooperation on any legal basis, in particular an employment contract, civil-law contract, B2B contract, appointment to a governing body, indirect cooperation through a third party or any other form of providing services.
The prohibition also covers entities personally, financially or organizationally related to the Client.
The prohibition does not cover a response by a given person to the Client’s public recruitment advertisement that was not directly or indirectly addressed to that person, provided that the Client did not previously take recruitment actions towards that person in connection with cooperation with Solvti.
In the event of breach of this paragraph, the Client will pay Solvti a contractual penalty of EUR 25,000 for each case of breach.
Payment of the contractual penalty does not exclude Solvti’s right to claim damages exceeding the amount of the contractual penalty on general terms.

§ 18. Portfolio and informing about cooperation

Solvti may inform about the fact of cooperation with the Client in its portfolio, marketing materials, offers, presentations, social media and on its website.
Informing about cooperation may include the Client’s name, trademark, logo, industry, general project description, technologies used, scope of cooperation and period of cooperation.
Solvti will not disclose the Client’s confidential information or project details that could infringe the Client’s trade secret, unless the Client gives prior consent, in particular for the purpose of preparing or publishing a dedicated case study, marketing material, presentation or another description of the parties’ cooperation.
The Client grants Solvti a non-exclusive, free-of-charge, territorially unlimited license to use the Client’s name and logo solely for the purpose of informing about the cooperation, for the duration of the cooperation and 5 years after its end.

§ 19. Exclusion of statutory warranty, guarantees and nature of the Services

To the fullest extent permitted by law, Solvti excludes liability under statutory warranty for defects in the Work Results, Services and other performances provided to the Client.
Solvti does not provide any quality guarantee, compatibility guarantee, uninterrupted operation guarantee, error-free operation guarantee, guarantee of achieving specific business results, fitness-for-purpose guarantee or guarantee of compliance with the Client’s individual expectations, unless the Offer or a separate guarantee document expressly provides otherwise.
The Services are provided with due care, in accordance with Solvti’s current knowledge, information provided by the Client and assumptions adopted in the Offer.
The Client acknowledges that the operation of the Work Results, Odoo, modules, integrations and the Client’s environment may be affected in particular by system configuration, Client data, modules of other suppliers, custom code, infrastructure, dependency versions, Odoo updates, user actions, API limitations and External Services.
Solvti is not liable for errors, irregularities, conflicts, data loss, performance degradation, interruptions, failures or other consequences resulting from circumstances beyond Solvti’s control, in particular from the Client’s systems, third-party modules, custom code, External Services, changes in Odoo, lack of backup or actions of the Client or third parties.

§ 20. Solvti’s liability

Solvti’s liability towards the Client under the Agreement, Terms and Conditions, Services, Work Results, delay, non-performance or improper performance of the Agreement is limited to actual damage suffered by the Client and to the amount indicated in the Offer as Solvti’s liability limit. If the Offer does not indicate a liability limit, Solvti’s liability is limited to the amount of remuneration paid to Solvti by the Client for the Services to which the claim relates, in the period of 3 months preceding the event causing the damage.
Solvti is not liable for lost benefits, loss of revenue, loss of profits, loss of data, business interruptions, costs of substitute services, costs of restoring the environment, costs of the Client’s own work, indirect, consequential, collateral or incidental damages, unless mandatory provisions of law provide otherwise.
Solvti is not liable for business, accounting, tax, legal, HR, organizational or operational decisions of the Client made on the basis of the Services, recommendations, configurations, analyses or Work Results, unless Solvti has expressly assumed such liability in the Offer.
Solvti is not liable for External Services, Odoo, third-party modules, third-party licenses, APIs, infrastructure, hosting, Client systems or changes on the side of external suppliers.
The limitations of liability do not apply to damage caused intentionally or in other cases in which liability cannot be limited or excluded under mandatory provisions of law.

§ 21. Force majeure

The parties are not liable for non-performance or improper performance of obligations to the extent that it was caused by force majeure.
Force majeure means an external, extraordinary event that could not be foreseen and could not be prevented with due care, in particular natural disasters, fires, floods, epidemics, acts of war, terrorist attacks, riots, acts of public authorities, large-scale infrastructure failures, interruptions in access to the Internet or energy independent of a party and other similar events.
The party affected by force majeure should promptly inform the other party of its occurrence and expected impact on the performance of the Agreement.

§ 22. Duration of cooperation and termination of the Agreement

The Agreement remains in force for the period indicated in the Offer or until the Services are performed, unless the parties have agreed otherwise.
If the cooperation is continuous and its duration has not been indicated, either party may terminate the Agreement with one month’s notice effective at the end of a calendar month, unless the Offer provides otherwise.
Hour Packages remain valid for the period indicated in the Offer or the Terms and Conditions and do not have to be terminated, unless the parties agree otherwise.
The Hourly Subscription may be terminated on the terms set out in § 6 of the Terms and Conditions, unless the Offer provides otherwise.
Solvti may terminate the Agreement or suspend the provision of the Services with immediate effect if the Client:

a. is in payment arrears for more than 14 days;

b. breaches the Terms and Conditions, the Offer or the Agreement;

c. infringes Solvti’s rights, third-party rights, confidentiality rules or legal provisions;

d. fails to cooperate with Solvti in a manner preventing or materially hindering the performance of the Services;

e. undertakes recruitment activities towards members of the Solvti Team in breach of the Terms and Conditions;

f. uses the Services or Work Results unlawfully.

Termination of the Agreement does not release the Client from the obligation to pay remuneration for Services performed, Hour Packages, Hourly Subscription, reserved availability, costs accepted by the Client and other amounts due arising before termination of the Agreement.
After the end of the cooperation, the Client should return or delete Solvti materials, information and documents that the Client is not entitled to continue possessing, unless their storage is required by law or necessary to pursue claims.

§ 23. Amendments to the Terms and Conditions

Solvti may amend the Terms and Conditions for important reasons, in particular in the event of a change in legal provisions, change in the model of providing the Services, change in Solvti’s offer, change in settlement rules, change in Solvti’s data, the need to clarify provisions of the Terms and Conditions or adapt the Terms and Conditions to judgments, decisions of authorities or market practice.
The amended Terms and Conditions apply to Offers accepted after the effective date of the amended Terms and Conditions, unless the parties agree otherwise.
In the case of continuous cooperation, Solvti will inform the Client of an amendment to the Terms and Conditions with appropriate notice, in particular by e-mail, attachment, link to a website or notice in the system used for cooperation.
If the Client does not accept an amendment to the Terms and Conditions within continuous cooperation, the Client may end the cooperation on the terms set out in the Terms and Conditions, the Offer or the Agreement.

§ 24. Correspondence and documentary form

The parties may submit declarations, acceptances, orders, notifications and other communications in documentary form, in particular by e-mail, project messengers, ticketing systems, electronic signature or other tools agreed by the parties.
The correspondence addresses are the addresses indicated in the Offer, Agreement, messages of the parties or disclosed in public registers.
A party should promptly inform the other party of any change of contact details. Correspondence sent to the last known e-mail address or correspondence address of a party is deemed effectively delivered, unless the sender received an automatic message about non-delivery of the message.
Changes to the scope of work, acceptances, approvals, submission of objections and other project arrangements may be made by e-mail or in project tools used by the parties, unless the Offer requires another form

§ 25. Governing law and disputes

The Terms and Conditions, the Offer, the Agreement and the cooperation of the parties are governed by Polish law.

Any disputes arising out of the Terms and Conditions, the Offer, the Agreement or the Services will be resolved by the common court having local jurisdiction over Solvti’s registered office, unless mandatory provisions of law provide otherwise.

Before bringing a case to court, the parties may attempt to resolve the dispute amicably, in particular through an exchange of positions, a project meeting or mediation.

§ 26. Final provisions

The Terms and Conditions are available on Solvti’s website and may be provided to Clients as an attachment to the Offer, e-mail or agreement.
If any provision of the Terms and Conditions proves invalid, ineffective or unenforceable, this does not affect the validity of the remaining provisions of the Terms and Conditions.
The paragraph headings are for organizational purposes and do not affect the interpretation of the Terms and Conditions.
In matters not regulated by the Terms and Conditions, the Offer, the Agreement, individual arrangements of the parties and provisions of Polish law apply.
The Terms and Conditions enter into force on the date indicated at the beginning of the document.

Term​s & Conditions