Addendum relating to Products marked "NCE", "SWSubs" ("Software Subscription") owned by Microsoft in Poland

Addendum on Products marked "NCE", "SWSubs" ("Software Subscription"), the copyright holder of which is Microsoft Ireland Operation Limited

This document is a public offer, i.e. an offer to legal entities incorporated and registered under the laws of Poland, in Poland to enter into an addendum to the offer agreement, available at https://store.noventiq.pl, on the terms and conditions set forth below, and upon acceptance of which the person accepting this offer acquires the rights and agrees to duly perform the obligations set forth in this addendum,

This Addendum is posted by Soft Development PL Sp. z o.o., hereinafter referred to as the "Company", on the Internet at https://store.noventiq.pl/agreements, and is fully and unconditionally accepted by you, the User, at the time of placing an Order for the Products specified in this Addendum.

1. General Provisions

1.1 For purposes of this Addendum, the Products shall mean products marked "NCE", "SWSubs" ("Software Subscription") under the Cloud Solution Provider licensing scheme, the Rights Holder of which is Microsoft Ireland Operation Limited ("Products").

1.2 This Addendum shall apply if the User places an Order for Products governed by this Addendum from the moment of placing such an Order.

2. Terms and Conditions of Provision of Products

2.1 The Company shall provide the User with the Products, and the User shall accept and pay for the Products in accordance with the terms and conditions of the Agreement and this Addendum.

2.2 Products under this Addendum shall be provided to the User for Access Periods. Access Periods shall be specified in the item name of the corresponding Product on the Site: 1 month - P1M; 1 year - P1Y; 3 years - P3Y. The item name of the Product shall also contain an indication of the payment periodicity, denoted as Annual / Monthly, respectively, in case periodic payments are available in the User's region.

2.3 When placing an Order for Products under this Addendum, the User may select a convenient Access Period and payment frequency from those available in User's region. Depending on User's region, the following payment models may be available:

2.3.1 One-time payment for the entire Access Period.

Payment for the Product is made as a lump sum for the entire Access Period prior to the beginning of the respective Access Period. At the same time, if the Access Period is equal to a payment period marker (for example, 1 month - P1M / Monthly, 1 year - P1Y / Annual), payment is made by the User once in the amount of the full Product cost for the corresponding Access Period. The reporting period is equal to the Access Period.

2.3.2 Monthly payment of the Product for the Access Period of one or three years with Monthly installment payments. Reporting period is one calendar month. Payment for the first Reporting Period shall be made by the User prior to the start of the Access Period, and for each subsequent Reporting Period - no later than the respective day of each month within the Access Period corresponding to the day of the month of the beginning of the Access Period. The amount of the first and each subsequent payment is 1/12 or 1/36 (if the Access Period is one or three years, respectively) of the full amount of the Company's remuneration for the Access Period.

2.3.3 Annual payment of the Product for the Access Period equal to three years with annual installments. Reporting period is one calendar year. Payment for the first Payment is made by the User prior to the start of the Access Period, and for each subsequent (second and third) Reporting Period by the respective date of each following year within the Access Period corresponding to the date and month of the start of the Access Period.

The User may use the Product from the date it is provided during the selected Usage Period.

2.4 During the Access Period, the User may increase the number of users of the Product by submitting an additional order to the Company. Access to the Product by the additional number of users is granted for the period remaining until the end of the Access Period. from the date of execution of access to the Product by the additional order. The Company's fee for the additional order is calculated based on the prices applicable to the Access Period on the Application Date.

2.5 From the moment of confirmation of the Order, the User may not reduce the number of users or refuse the Order. User agrees to use the Product during the Usage Period for which it purchases the specified Product in accordance with the Order.  Upon expiration of the Access Period, use of the Product ceases.

1. If the User fails to make a payment within the Access Period of one or three years, the Company has the right to suspend access to the Product until the User remedies the violation, without recalculating the amount of the payment for the Product. The Company will notify the User of such suspension at least 2 business days prior to the date of suspension by sending a notice by any means, including electronic communication, at the Company's discretion.
2. The parties have agreed that if, during the Access Period, the User submits to the Company a cancellation of the Order and / or termination of the Agreement and/or this Addendum and, without liability to the Company, the User shall compensate the Company for all property losses incurred by the Company as of the date of termination / cancellation of the Agreement / respective Addendum / Order and/or use of the Product.
3. The amount of property losses is defined as the cost paid by the Company to the Right Holder and/or another person for the Products which the User is giving up, less the remuneration actually paid by the User to the Company for such Access Period. Any damages arising prior to the date of termination of this Agreement, this Addendum and/or Order shall be paid by the User within five (5) business days of the date that the Company files the relevant claim with the User, which shall include a calculation of the damages. In addition, the User's refusal to perform this Addendum shall also be understood by the Parties to mean the User's failure to make periodic payments within the relevant Access Period, depending on the payment procedure for the relevant Order.

At the same time, the Parties must follow the notification procedure: the User must notify the Company at least 90 days prior to the date of termination/termination of the Agreement, Addendum and/or Order.

1. The User understands and agrees that if access to the Products is terminated, including due to the User's refusal to perform this Addendum (termination), the User's data posted when using the Products will be irrevocably deleted by the Rights Holder after 90 days from the termination date of access. The Company is not liable for the loss of the data deleted by the Rights Holder in the aforementioned manner. The User shall take care of unloading the data he or she needs from the Products on his or her own. Thereafter it will not be possible to access or unload the data from the Products.

3. Final Provisions

3.1 This Addendum shall take effect on the date of placement of the User's first Order and shall remain in effect until the Parties have fully performed their obligations.

3.2 This Addendum may be unilaterally terminated by the Company in case of changes in the Right Holder's pricing and/or provision/provision policy, as well as under the terms of the Agreement.

3.3 Capitalized terms not expressly defined in this Addendum shall have the meaning set forth in the Agreement

3.3 In the event of a conflict between the terms of this Addendum and the terms of the Agreement, the terms of this Addendum shall prevail.

3.4 In all other matters not covered by this Addendum, the Parties shall be governed by the provisions of the Agreement.

Company details and contacts

Soft Development PL Sp. z o.o.

Address: Elektoralna str., 13, lok. 103, 00—137, Warsaw, Poland

Registration number: 0000769316