Terms & Conditions

§1 Definitions§2 Placing the order §3 General terms§4 Team§5 Copyright§6 Remuneration§7 Confidentiality and personal data§8 Non-solicitation§9 Changes to the Terms & Conditions§10 Portfolio§11 Validity§12 Responsibility§13 Final Provisions

Please, read these Terms & Conditions carefully and get to know your rights and responsibilities as the Principal. 

Version 2023-09-01 

Tese Terms & Conditions are an integral part of a legally binding agreement concluded between Solvti Sp. z o.o. with its registered seat in Wrocław, address: ul. Strzegomska 42AB, 53-611 Wrocław, entered under KRS number 0000904919 in the Register of Entrepreneurs of the National Court Register kept by the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, with TAX ID: PL 8943167485 and REGON number 388666333 and the Principal. 

BY COOPERATING WITH SOLVTI YOU AGREE TO THESE TERMS & CONDITIONS. 


§1 Definitions

  1. Solvti  – Solvti Sp. z o.o. with its registered seat in Wrocław, address: ul. Strzegomska 42AB, 53-611 Wrocław, entered under KRS number 0000904919 in the Register of Entrepreneurs of the National Court Register kept by the District Court for Wrocław Fabryczna in Wrocław, 6th Commercial Division of the National Court Register, with TAX ID: PL 8943167485 and REGON number 388666333 
  2. Terms & Conditions – these Terms & Conditions constitute a contract binding Solvti with the Principal, determine terms of providing services by Solvti and regulate the rights and responsibilities of the Principal.
  3. Principal - a legal entity that signed an Order for the Services with Solvt.  
  4. Team – A team of qualified IT employees who are delegated to work on Principal projects within his organization. The type of specialization, scope of work, time commitment and other necessary requirements are specified in the Order. 
  5. Services – services provided and projects conducted by Solvti on the order of the Principal. 
  6. Time & Materials Service – a service in which the scope of the project is open-ended, and Principal pays for the hours worked and materials consumed. 
  7. GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons concerning the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).  
  8. Order – information containing detailed requirements for Service. The Order includes all essential requirements for the Team, such as type of service and description of the project to be implemented by the Team, number and type of specialists included in the Team, information on the Team's time commitment, period of availability of the Team, information about the required equipment or tools (including software) necessary for the performance of the Services by the Team.


§2 Placing the order 

  1. Under these Terms & Conditions, the Parties may conclude more than one Order. An Order can be placed in writing and via email or via the Solvtis’s online platform.  
  2. In Order, the Principal is obliged to specify each time: : 
    1. type of service and description of the project to be implemented by the Team; 
    2. number and type of specialists included in the Team; 
    3. information on the Team's time commitment; 
    4. period of availability of the Team; 
    5. information about the required equipment or tools (including software) necessary for the performance of the Services by the Team. 
  4. After placing the Order, Solvti provides the Principal with a valuation of the Service, which includes the hourly remuneration for the work of the Team or a flat-rate remuneration for work, as well as pricing of additional services specified in the Order. Unless otherwise written, Solvti's offer is valid for 30 days and includes the price guarantee described in §6 of these Terms and Conditions. After accepting the offer by the Principal, the Parties proceed to the execution of the Order. Solvti reserves the right to refuse to submit an offer at any time without providing a reason.


§3 General terms

  1. Prior to the commencement of the performance of the Services, the Principal shall provide Solvti with the current regulations, internal procedures and rules of conduct in the Principal's enterprise. The Principal also undertakes to provide the necessary technological standards, a list of required software as well as instructions, procedures and access data allowing the Team to perform the Services. Failure to provide the above-mentioned documents and information releases Solvti and the Team from liability for improper performance of the Terms & Conditions. 
  2. Solvti is entitled to use subcontractors as part of the implementation of the subject of these Terms & Conditions. In this respect, Solvti is responsible for the actions and omissions of the entities it uses to perform the obligation. 
  3. Unless otherwise agreed by the Parties in the Order or in the course of the cooperation, the Principal is obliged to provide the necessary tools required for the proper performance of the Services. The Principal is also obliged to cover all reasonable operating costs of the Team incurred as part of the performance of the Services or arising as a consequence of the Principal's recommendations (e.g. travel costs to the Principal's headquarters, accommodation costs during providing services at the Principal's headquarters, additional training costs). If it is necessary to incur other additional costs by Solvti or members of the Team in connection with the Services, these costs will be submitted to the Principal for approval before incurring them, and if accepted, they will be invoiced to the Principal. 
  4. In the event of failure to provide Solvti or the Team with the necessary information, documents, data or tools and after a prior request of the Principal to perform this obligation, Solvti is entitled to suspend the provision of the Services. Any set up deadlines for the provision of the Services are postponed by the time of this suspension. Such suspension does not constitute improper performance of the Terms & Conditions and does not burden Solvti. Solvti is entitled to demand payment of the remuneration referred to in §6 of the Terms & Conditions for the period of suspension of Services as a result of the Principal's lack of cooperation (non-cooperative standby pay). Parties agree that to account for non-cooperative standby pay they will assume seven and a half (7,5) hours per one day of standby. 
  5. The first stage of the execution of the Order is to establish common rules of cooperation between the Team and the Principal. These rules include, in particular, defining the scope of the Team's tasks, the purpose of cooperation, workflow, status meetings, the work schedule, acceptance procedure and indication of the Principal's project managers who will coordinate the Team's work. The rules remain available to the Parties throughout the duration of the Order. Changing these rules requires the consent of both Parties expressed via e-mail communication. 
  6. In a separate agreement, the Parties may determine the conditions for further development of the software and/or the provision of maintenance services. 
  7. Upon completion of work under a given Order, Solvti will ask the Principal to express its opinion on the quality of the work performed and the level of satisfaction with the service provided. In the event of a negative feedback on the services, Solvti grants a 10% discount on the given Order or a given month of cooperation. The condition for granting the discount is completing the customer satisfaction survey and participation in an feedback meeting with a Solvti employee.


§4 Team

  1. When ordering Time & Materials Services, the Principal specifies the required monthly level of Team time commitment. Regardless of the number of commissioned tasks, the remuneration referred to in §6 of the Terms & Conditions is paid for the entire time commitment required. If the Team exceeds the assumed time commitment, the remuneration will be increased and settled for each additional hour of work in accordance with the Solvti price list indicated in the Order. 
  2. The Principal acknowledges that if the Services are not provided on a full-time basis, individual members of the Team may be delegated by Solvti to provide services to other Solvti clients. Such delegation does not require the consent of the Principal. Delegation may not be to the detriment of the Services provided to the Principal. 
  3. There is no subordination relationship between the Team members and the Principal. Members of the Team are responsible only to Solvti. Any reservations regarding the performance of duties by the Team, the Principal shall report directly to Solvti. 
  4. In the event of temporary or permanent inability to provide Services by a member of the Team, Solvti shall make best effort to provide a replacement for an absent team member not later than within 14 business days. Solvti ensures that the new member of the Team will have the knowledge and skills sufficient to perform the services for the replaced member of the Team. 
  5. ​During the Order, the Principal may report a need to increase or decrease the number of the Team members. Together with the request the Principal shall re-submit the information referred to in §4 section 1 of the Terms & Conditions. The change in the number of members takes place within a period not longer than 30 days from the date of notification. If the Order has been concluded for a period longer than six months, then due to the need for a long-term reorganization of the work of Solvti subcontractors the change in the number of members takes place no longer than in 60 days from the date of notification. 
  6. To the extent necessary to provide Services to the Principal the members of the Team shall comply with the Principal's instructions. 
  7. The Parties assume that the Services provided by the Team will be performed on business days - from Monday to Friday, except for public holidays in Poland, between 07:00 AM - 05:00 PM GMT+1:00/+2:00 depending on the Team members availability. Regular business day is counted as seven and a half (7,5) hours of work . 
  8. Each Team member has the right to suspend the provision of Services due to sick leave, holiday leave or educational activities. Team members willing to temporarily suspend from the provision of Services must be consulted with the Principal each time and may not exceed 14 (fourteen) consecutive calendar days, and 30 (thirty) working days in a given year. 
  9. If it is necessary to perform the Services past the hours indicated in sec. 7 above, Solvti's remuneration will be increased by an additional 50% for each commenced working hour outside the agreed business hours of the Team. If it is necessary to perform work on Saturdays or public holidays, the remuneration is increased by 100% for each man-hour of the Team's work. 
  10. Together with the invoice, Solvti shall provide a monthly statement of the Team's working time. The Principal may recommend the registration of the Team's working time in the records systems used by the Principal.


§5 Copyright

  1. The ownership to the effects of the Team's work in a given settlement period, fixed in any form together with proprietary copyrights to the effects of these works constituting a “work” within the meaning of the Polish Act of February 4, 1994 on copyright and related rights (Journal of Laws 1994, No. 24, item 83, as amended) is licensed to the Principal upon payment of the entire remuneration for a given settlement period the work is created. 
  2. Solvti declares that at the time of licensing the proprietary copyrights to the works the following statements will be true: 
    1. Solvti has the rights to distribute the copyrights to the work (on the basis of ownership of proprietary copyrights or license) and such right is in no way limited or encumbered with the rights of third Parties (excluding rules of using open source licenses), in particular Solvti has not granted any person a license to use the work or has not undertaken to grant it, has not transferred the proprietary copyrights to the work or has not committed to transfer the author's proprietary rights to the work, has the exclusive right to grant permission to make modifications, dispose of and use the work's elaborations; 
    2. the work does not infringe the rights of third Parties, including moral rights, proprietary copyrights, personal rights, business secrets and other legally protected secrets, trademarks, patents, design solutions and other protected rights, and the legal situation in this respect has been regulated with team members; 
    3. there are no legal or factual limitations as a result of which the transfer of economic copyrights to the work within the scope specified in the Terms & Conditions would be invalid or ineffective. 
  4. If open source license software is implemented to the work, Solvti will provide the Principal with all necessary information and indicate the obligations arising from the use of this type of license (e.g. license disclaimer). 
  5. The license for copyrights to the works referred to above is not limited in time or territory and covers the following fields of use: 
    1. the right to modify works, prepare their elaborations, access to the source code and change the source code as well as fix and reproduce the recorded material in whole or in part, in an unlimited number of copies on all available image and sound carriers by any possible technique/system/type of recording, including on paper, in a digital version, on a compact disc, on other digital recording media, using printing, reprographic, multimedia techniques available at the time of concluding the Terms & Conditions, by entering into ROM or other type of computer's permanent memory and non-volatile RAM memory and to computer and telecommunications network servers, also generally available such as the Internet, networks based on block chains and cloud solutions; 
    2. the right to market, lend or rent an unlimited number of copies of the work; 
    3. the right to public performance, exhibition, display, reproduction; 
    4. the right to broadcast and re-broadcast repeatedly; via terrestrial stations and via satellite worldwide, via digital platforms, for all types of reception; 
    5. the right to make available, for a fee and free of charge, after prior entry into the memory of computers and servers of computer networks, telecommunications networks and on Internet portals, and to make records of such files available for general reception by users of these networks around the world in a place and time chosen by them, on websites and portals or websites, P2P and other file sharing and/or exchange protocols, blockchain networks and cloud solutions; 
  7. Together with the license of proprietary copyrights to each work, the Principal is granted the exclusive right to exercise derivative copyrights to the work and to grant permission to exercise derivative copyrights to third Parties - in the territorial and temporal scope and in the fields of exploitation specified in section 4 above. 
  8. Solvti is entitled to publish and commercialize the modules created in the course of providing Services by Team Members. This involves in particular the publishing of modules in the Odoo App Store and in repositories belonging to the Odoo Community Association. The publication of a module must not violate the Principal's trade secret.


§6 Remuneration

  1. Solvti's remuneration for the performance of the Service is specified in the offer presented to the Principal on the basis of the submitted Order. Solvti's remuneration consists of: 
    1. Hourly remuneration for the work of Team members or remuneration in fixed-price model; 
    2. Remuneration for Solvti's additional services;  
  3. Solvti guarantees that without the prior approval of the Principal, Solvti will not charge remuneration or any additional costs that were not stated in the accepted Order or stated as part of additional arrangements of the Parties (price guarantee). 
  4. Remuneration for the performance of the Services will be settled on a monthly basis on the basis of invoices issued by Solvti. If applicable the amount of remuneration will be increased by VAT TAX calculated in accordance with applicable regulations at the time of issuing the invoice. If applicable, the Parties shall apply other adequate taxes or tax regulations (e.g. reverse charge) instead of settling VAT TAX in the above-mentioned manner. 
  5. The payment deadline for an invoice issued by Solvti is 7 days from the date of its issue. The remuneration shall be paid by bank transfer to Solvti's bank account indicated on the invoice. 
  6. Untimely payment entitles Solvti to charge interest for delays in commercial transactions. At the same time, Solvti is entitled to suspend the provision of Services to the Principal until all overdue payments are settled.


§7 Confidentiality and personal data

  1. The Parties undertake, throughout the duration of the agreement and 5 years after its termination, not to transfer or disclose confidential information to third Parties in any form, without the prior written consent of the Party to whom the information relates.  
  2. The term "confidential information" means any information regarding the enterprise of a given Party, ideas, solutions, data, know-how, commercial, organizational information and any other information of commercial, marketing, financial or other value, both tangible and intangible, and obtained about the Party directly or indirectly as part of the performance of this agreement, in writing, orally, graphically, electronically or in any other form. The term “confidential information” also includes all information regarding personal data processed by the Parties as part of their business activities. 
  3. The Parties undertake to provide confidential information only to their employees or cooperating persons for which this information is necessary for the performance of this contract.  
  4. The obligation of confidentiality applies to all persons participating in the performance of this contract on the part of the Principal and Solvti. 
  5. The Principal declares that he will fulfill the obligations towards all members of the Team under the applicable data protection law, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of data personal data and on the free movement of such data (hereinafter "GDPR"). First of all, the Principal, together with the documents referred to in §3 sec. 1 of the Terms & Conditions will provide the members of the Team with an information clause regarding the processing of data at the Principal's. 
  6. The Principal declares that as part of cooperation with the Team, he will provide its members with personal data of entities for which he is considered as the administrator of personal data (employees, associates, contractors, clients). In connection with the above, the Principal is responsible to provide Solvti with a data processing agreement.


§8 Non-solicitation

  1. The Principal shall not directly or indirectly employ or undertake any actions aimed at employing Solvti's employees or associates. This injunction applies in particular to members of the Team. 
  2. By employment, the Parties understand the performance of any activities directly or indirectly for the Principal or its associates, regardless of the legal basis of employment, including under an employment contract, civil law contract, on the basis of business cooperation or on the basis of appointment (e.g. board member). 
  3. The prohibition on recruiting Solvti's employees extends to all entities personally or financially related to the Principal. 
  4. The prohibition on recruiting is valid during the term of this Terms & Conditions and 2 years after its completion.
  5. In the event of a breach by the Principal of the provisions of this section, Solvti shall be entitled to charge a contractual penalty in the amount of EUR 25,000.00 (in words: twenty thousand euros 00/100) for each case of violation. Reserving a contractual penalty does not exclude Solvti's ability to claim compensation on general terms if the contractual penalty does not cover the entirety of the damage suffered by Solvti.


§9 Changes to the Terms & Conditions

  1. Solvti reserves the right to change the provisions of the Terms & Conditions if important causes arise understood as: 
    1. causes of organizational and technical nature, particularly extending or limiting the possibility ti provided Services, 
    2. changes to the commonly binding provisions of law applicable to the Services (e.g. labor law); 
    3. changes to the rules of settlements and payments; 
    4. the necessity to adjust the Terms & Conditions to binding judicial decisions of competent bodie;, 
    5. the necessity to remove errors or ambiguities which could possibly be in the Terms & Conditions; 
    6. changes to Solvti’s data, such as address details, names, numbers, email addresses or links posted in the Terms & Conditions. 
  3. Solvti will inform the Principal about any changes to the Terms & Conditions through the Solvti’S website and whenever possible, a direct email sent to the email address provided by the Principal while registering. The notification in question will be provided with at least a 7-day notice and will indicate the date on which the changes to the Terms & Conditions will be in force, enabling the Principal to cancel the agreement which integral part are the provisions of these Terms & Conditions with a 5-day period of canceling the agreement and, ceasing to use Services. 
  4. Failure to deliver the withdrawal notice to office@solvti.pl or via registered letter to Solvti’s headquarters’ address provided in §1 prior to the changes to the Terms & Conditions being in force, as well as continuing to use the Services, is deemed implicit agreement of the new conditions by the Principal. 


§10 Portfolio

  1. Solvti has the right to inform about cooperation with the Principal as part of its portfolio. The information referred to above may take place by presenting the Principal's name and trademark (logo) as well as description of the project that Solvti was working on (technologies, business case, completion time) on Solvti's website and other communication channels, together with information about the commencement of cooperation by the Parties. 
  2. In order to implement the provisions referred to in sec. 1 above, upon conclusion of the Terms & Conditions , the Principal grants Solvti a free, non-exclusive and territorially unlimited license to use the brand (name and trademark) in the scope of disseminating the brand through its public display and display, including on the Internet and sending the brand via email and printed materials. 
  3. Solvti's use of the Principal's brand (name and trademark) referred to in this paragraph is limited solely to the purpose of presenting the fact of cooperation between the Principal and Solvti. The method of using the Principal's name and trademark may not infringe the good name and reputation of the Principal. 


§11 Validity

  1. These Terms & Conditions shall enter into force on the date of signing the first Order and are concluded for an indefinite period. The cooperation by the Parties may be terminated with a two-month notice period effective at the end of a calendar month. With the termination of the Terms & Conditions, all active Orders are being terminated as well. 
  2. Orders for Time & Materials Service are concluded each time for a one month period. After this period, the Order is automatically renewed for a period of one month. The Order is subject to cyclical renewal until it is terminated by either Party. 
  3. The Order may be terminated by either Party by submitting a statement on not extending the Order no later than 30 days before the end of the Order. 
  4. Termination of the Terms & Conditions  and the Order requires a documented form (e.g. in electronic way of contact) and should be delivered to the other Party by registered letter with acknowledgment of receipt or to the other Party's own hands against acknowledgment of receipt. 
  5. If the Principal is in arrears with the payment of remuneration for a period exceeding 30 days or violates the Terms & Conditions, terms of any order or violates generally applicable rules of law,  Solvti is entitled to terminate the Terms & Conditions or the Order with immediate effect. 
  6. After the termination of these Terms & Conditions or individual Orders, the Principal shall immediately pay Solvti all due claims. The Principal also undertakes to return all information and documents that have been provided to it by Solvti as part of the performance of these Terms & Conditions and whose ownership or copyrights have not been transferred to Principal during the term of the Terms & Conditions. 


§12 Responsibility

  1. The Principal is responsible for the purpose and effect of the project he runs. The Principal agrees to release Solvti and the Team from any liability, claims and administrative penalties arising from or in any way related to the project being carried out, and not being the result of Solvti's or the Team's intentional actions. Solvti's and the Team's liability under this Terms & Conditions and all Orders is limited to the amount of remuneration paid by the date of the damage and covers only intentional action or action in gross violation of the law. Solvti is not responsible for lost profits and unrealized profits on the part of the Principal. 
  2. The Parties shall not be liable for non-performance or improper performance of the Terms & Conditions if it was caused by force majeure. Force majeure is understood as any extraordinary events of an external nature, unforeseeable by the Parties at the time of concluding the Terms & Conditions , such as disasters, fires, floods, explosions, civil unrest, acts of war, terrorist attacks, acts of state authority which, in part or completely prevent the performance of the obligations contained in the Terms & Conditions. In the event of force majeure, the Parties shall inform each other immediately after its occurrence. 


§13 Final Provisions

  1. In order to properly perform the Terms & Conditions and individual Orders, the Parties appoint project coordinators who will be responsible for contact between the Parties. The details of the coordinators are indicated in the Order. The change of coordinators requires informing the other Party. 
  2. The address of the Parties for all correspondence related to these Terms & Conditions is the addresses of the Parties indicated in the Order. The Party is obliged to immediately inform the other Party in writing about any change of address. If this obligation is omitted, correspondence sent to the last address known to the Party shall be deemed effectively delivered. 
  3. Any changes to the contract require a documented form under pain of nullity (e.g. in electronic way of contact). 
  4. The Parties will strive to amicably settle disputes arising during or in connection with the provision of Services. If the Parties fail to reach an agreement on amicable settlement of the dispute within 30 days from the date of such discrepancy, any disputes related to the performance of these Terms & Conditions shall be settled by the court competent for the seat of Solvti. 
  5. The Parties agree that in the event of invalidity or other defectiveness of any part of the Terms & Conditions, the remaining part shall remain in force. With regard to the provisions deemed invalid, the Parties shall enter into negotiations in good faith in order to agree on replacement provisions that are valid and enforceable, and which also reflect the original intentions of the Parties. 
  6. Rights and obligations under these Terms & Conditions may not be assigned or otherwise transferred to third Parties without the prior written consent of the Solvti. 
  7. These Terms & Conditions  are subject to Polish law and the jurisdiction of Polish courts. In matters not regulated, the relevant provisions of the Polish Civil Code shall apply. In the event of a dispute arising in connection with these Terms & Conditions, the court competent to resolve will be chosen by Solvti. 
  8. Inability or delay to execute the rights resulting from the Terms & Conditions does not constitute a waiver of these rights. Solvti may transfer its ownership rights resulting from the Terms & Conditions, including the right to execute its provisions to any subject, particularly as an effect of a merger, takeover, restructuring, transferring parts or the entirety of the business to another subject. In such a case, the Principal will be informed beforehand and will have the option to object to the change. 
  9. The Terms & Conditions are available for free at https://www.solvti.com/terms/ in a way that lets everyone read it, download it, save and record at any time chosen by the Principal. 

Date of the Terms & Conditions start being in force: September 1, 2023.