COMMON PART
Article 1. INTRODUCTION
1. These General Terms and Conditions define the general terms and conditions of the provision of services by electronic means by Vercom and constitute the terms and conditions within the meaning of the Polish Act on Providing Services by Electronic Means.
2. Unless otherwise provided for in other Agreement Documents, the provisions of these General Terms and Conditions shall apply to the provision of the Services.
3. The General Terms and Conditions are made available free of charge to the Client prior to the conclusion of the Agreement, on the Website, in a way enabling the Client to download, recreate and record its content by Client’s telecommunication system, or in a paper form – in case the Agreement is made in a written form.
Article 2. DEFINITIONS/strong>
1. The following terms used in the Agreement Documents shall have the following meaning:
1) Subscription – specified in the Price List or another Agreement Document, a fixed monthly fee paid by the Client to Vercom for the provision of strictly defined Services. If the Agreement Documents do not explicitly stipulate otherwise, Subscription shall not include fees for Services (or parts thereof) additionally payable, in particular such as: sending of SMS, Additional Services, additional options and functionalities of the Services;
2) IP address – a permanent address assigned or dedicated to the Client assigned to the SMTP Server, identifying it in the Internet;
3) Activation – activation of an Extended Free Account, made by Vercom after a positive verification of the Client;
4) Promotion Price List – a Price List providing preferential terms and conditions for the provision of the Service;
5) Price List – a statement of the type and amount of fees payable to Vercom in respect of the provision of the Services, in particular the Price List of MESSAGEFLOW EMAIL, Price List of MESSAGEFLOW SMS, Price List of MESSAGEFLOW PUSH, Price List of EMAILLABS, Price List of Additional Services, Promotion Price List and Enterprise Package Price List;
6) CPM – additionally paid up functionality of the Service that allows for exceeding the limit by the Client, for additional remuneration to Vercom. Unless otherwise stated in the Agreement Documents, the fee for CPM for the Clients using the paid Vercom Services shall be calculated automatically on the terms set out in the Price List;
7) Agreement Documents – all documents applicable to the Agreement, including in particular the document of this agreement together with attachments, Terms and Conditions, Price Lists, Promotion Terms and Conditions, annexes;
8) Working Days – days from Monday to Friday excluding statutory public holidays.
9) EMAILLABS/ EMAILLABS Service – the service provided electronically in the Software as a Service (so-called SaaS) by Vercom consisting in providing the Client with the communication platform via Internet, and SMTP Server, intended for ordering the dispatching of EMAIL Messages and access to the Client Panel, for example for analysis of sending of EMAIL Messages;
10) Password – set of alphanumeric characters corresponding to the security recommendations allowing access to the Account;
11) Client – an entity who is an entrepreneur concluding the Agreement with Vercom, fulfilling the conditions specified in Article 4 (1);
12) Civil Code – the Civil Code Act of 23 April 1964;
13) Contact – an entity whose data have been collected by the Client in their Account; Contact may be a Contact with EMAIL, SMS or Push Mobile Contact, as well as a contact with EMAIL and SMS and Push Mobile contact at the same time.
14) Contact EMAIL – Contact with e-mail address;
15) Contact Push Mobile – Contact with PushToken;
16) SMS Contact – Contact with a telephone number;
17) Free Account – a free-of-charge account intended for the initial familiarizing with the Service, prior to the positive verification of the Client, allowing for free shipment of Messages, limited by the Limits;
18) Extended Free Account – Free Account, after a positive verification of the Client, extended by the possibility of free shipment of Messages, limited by the Limits;
19) Account – Client’s account made available to the Client on the Website for access to the Services (if the Agreement Documents do not provide otherwise, the Client may have only one Account);
20) Limit – the maximum amount and type of the Messages or accumulated Contacts that can be used as part of the Free Account;
a. EMAILLABS Services – Extended Free Account to 24,000 EMAIL messages per month, including 800 EMAIL Messages per day;
b. EMAILLABS Services – Free Account – up to 100 EMAIL Messages per day;
c. MESSAGEFLOW Services – Free Account up to 2.500 EMAIL Messages and up to 100 SMS messages with the letter “SMS TEST” in the name of the sender (both Limits are one-off and non-renewable);
d. MESSAGEFLOW Services – Extended Free Account to 25,000 EMAIL Messages to a maximum of 2,500 Contacts per month and 100 SMS messages with the letter “SMS TEST” in the name of the sender (the SMS message limit is one-off and non-renewable).
21) Login – string of alphanumeric characters, corresponding to the registration order, identifying the Client when logging in to use the Service;
22) Number – a shared or Client-dedicated 9-digit telephone number (NDI) or 4-5-digit short code (SHORT CODE) used to send SMS messages and receive SMS messages sent by recipients;
23) Settlement Period – a period corresponding to the calendar month for which settlements for the provision of Services are made;
24) Monthly Fee – the remuneration paid by the Client to Vercom for the provision of Services in a calendar month;
25) Package – the type of a given Service specified in the Price List with specified options and functionalities;
26) Enterprise Package – an individual Package of Services prepared specifically for the Client and provided with the individually assigned Enterprise Package Price List;
27) Client Panel – software made available to the Client after logging in to the Account in the Website, enabling the service and management of the Service;
28) Limit – the number of Contacts specified in the Agreement Documents that may be stored in the Account or the number of Messages that may be sent within the Settlement Period as a part of the Monthly Fee without additional CPM fees;
29) MESSAGEFLOW/MESSAGEFLOW Service – a service provided electronically in the Software as a Service (so-called SaaS), enabling the use of the online communication platform for independent management of electronic communication channels and ordering the dispatch of information by electronic means;
30) Terms and Conditions / General Terms and Conditions – this document;
31) Registration – the process of creating an Account by the Client on the Website; confirmation of Registration by the Client is equivalent to the conclusion of the Agreement with Vercom;
32) the GDPR – 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 personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation), (OJ L 119/1);
33) SMTP server – a shared or dedicated virtual server separated from the physical server of Vercom, to which the IP Address is assigned, used for sending the Messages;
34) Internet Service – website:
35) Party – respectively, Vercom or the Client (jointly: Parties);
36) Agreement / Master Agreement – an agreement for the provision of Services concluded by the Client with Vercom;
37) PDS-P Agreement – the agreement on entrusting to Vercom the Sub-Processing of Personal Data whose Controller is an entity other than the Client;
38) Free Account Agreement – an agreement concluded by the Client with Vercom covering only granting the Client free access to the Free Account;
39) PDP Agreement – the agreement on entrusting Vercom the Processing of Personal Data by the Client, acting as a Controller;
40) Service/Services – the service/services provided under the Agreement (MESSAGEFLOW Services, EMAILLABS Services);
41) Additional Services – services other than MESSAGEFLOW Services and EMAILLABS services, but related to them and provided by Vercom (unless otherwise expressly provided for in the Agreement Documents) to the Client on the terms and conditions specified in the Agreement Documents;
42) Act on Rendering Services by Electronic Means – Act of 18 July 2002 on rendering services by electronic means;
43) Vercom – Vercom S.A., ul. Roosevelta 22, 60-829 Poznań, NIP: 781-17-65-125, REGON: 300061423, KRS: 535618 (District Court in Poznań Nowe Miasto and Wilda, 8th Commercial Division); share capital: PLN 289 414.00 fully paid up, [email protected] (for EMAILLABS Services), [email protected] (for MESSAGEFLOW Services);
44) Message – all messages prepared by the Client and commissioned by the Client to be sent with the use of the Service, including in particular EMAIL Message, Push Mobile Message, MMS Message and SMS Messages;
45) EMAIL Message – an email message sent by the Client to the indicated e-mail addresses, via the Internet, using the SMTP Server;
46) MMS message – a multimedia message prepared by the Client, commissioned by the Client to be sent to the indicated telephone numbers
47) Push Mobile Message – a text message or multimedia message prepared by the Client, commissioned by the Client to be sent to the indicated PushToken identifiers;
48) SMS message – a text message prepared by the Client, commissioned by the Client to be sent to the indicated telephone numbers.
2. The Agreement Documents may specify additional or different from the above definitions, in particular by specifying defined terms as “definition” in brackets.
Article 3. CONCLUSION OF THE AGREEMENT./strong>
1. All Vercom offers related to the provision of the Services may be accepted by the Client only without reservations, unless otherwise stated by the Vercom. The application of Article 66(1) (1) to (3), Article 681and Article 682of the Civil Code shall be excluded in relations between the Parties.
2. The Agreement may be concluded in writing, otherwise being null and void, subject to the second and third sentences. Vercom provides the possibility to conclude the Agreement in the form of a document by means of an independent Client Registration on the Website – only for the Free Account Agreements. Vercom may allow Clients using an Extended Free Account to conclude a Services Agreement in the form of a document – via electronic means of communication.
3. In the case of an Agreement concluded in writing, Vercom shall provide the Client with the Account immediately, not later than within 3 Business Days from the date of signing the Agreement or its delivery. This period may be longer if the Client chooses the Enterprise Package that requires individual preparation of the sending environment and appropriate configuration. In the case of selecting the Enterprise package, the date of making the Account available shall be determined individually by the Parties.
4. In order to carry out electronic Registration for the conclusion of the Free Account Agreement, the Client shall follow the messages displayed on the Website, including:
a. click the registration order on the Website;
b. familiarise themselves with the documents indicated and attached in the form of hyperlinks to the Agreement Documents;
c. indicate the selected and available Login and name (if required);
d. indicate the email address (not used up to date with another Registration or not a one-time address);
e. provide the Password or provide a mobile phone number to which a text message with the password is sent to the Client;
f. click on the registration order with confirmation of approval of the Agreement Documents;
g. click on the confirmation link sent by Vercom to the given e-mail address (confirmation of Registration is equivalent to the conclusion of the Agreement).
5. Commencement of the provision of the Free Account Service shall take place immediately after Registration. Vercom shall make the Extended Free Account available to the Client immediately after a positive verification of the Client, not earlier than after the conclusion of the PDP or PDS-P Agreement.
6. Prior to the Registration of the Free Account and entering into the Agreement with Vercom, the Client is obliged to read the relevant indicated Agreement Documents, including these Terms and Conditions and the Anti-Spam Policy.
7. In the free trial period between the Registration and Activation, Vercom may, without giving reasons, terminate the Agreement with immediate effect to the Client, limit or suspend the provision of the Free Account service to the Client for an indefinite period of time. In particular, the negative verification of the Client may result in the immediate termination of the Agreement by Vercom.
8. The Agreement may be concluded in Polish or English. The Agreement Documents shall be available in the languages referred to in the first sentence. In the event of any conflict in the language versions of the Agreement Documents, the Polish language version shall prevail.
9. In order to ensure that the Client knows how to use the Services being the subject of this Agreement, Vercom shall make available to the Client some useful information on how to use the Service – in a way of welcoming e-mail messages, addressed to the Client periodically, in the number of no more than 10 messages.
10. The messages, as referred to in the section 9 above, are intended to help the Client use the Services and its functionalities in an effective manner, and their sending to the Client is an element of the Service.
Article 4. GENERAL TERMS AND CONDITIONS OF PROVIDING SERVICES
1. The Agreement may be concluded only by Clients – entrepreneurs with full legal capacity, and in relation to entrepreneurs who are natural persons – for whom the Agreement is directly related to their business activity, and this Agreement has a unique professional character for them, resulting in particular from the subject of the business activity conducted, made available on the basis of the provisions on the Central Registration and Information on Business. Vercom shall have the right to terminate the Agreement with immediate effect if it becomes aware that the Client does not meet the requirements specified above.
2. Vercom may interrupt or significantly limit the provision of its service or change the conditions of its provision, if there are justified circumstances preventing the fulfilment of the requirements concerning the maintenance of continuity of the service provision, independent of Vercom, such as failure of the telecommunications network, natural disasters, in situations of a particular threat and necessity to maintain the protection of the integrity of the network.
3. It is prohibited to use the Services to send messages containing the content of unlawful, unsolicited commercial information, as well as the use of telecommunications terminal equipment or automated calling systems for direct marketing purposes without the prior consent of the addressee.
4. The Client shall have the right to use the solutions provided to it within the Service in its promotional, marketing, transaction and information activities, including before the Activation.
5. Vercom does not guarantee to the Client the immediate sending of the Message, either because the speed of sending depends on the number of Messages, hardware, services or software used by the Client and on charging the network and the SMPT Server, unless the Client chooses additional functionality providing such a guarantee.
6. Vercom does not guarantee to the Client that the Messages commissioned for sending by the Client will be delivered to the addressee, however, it takes due care to ensure that they are delivered.
7. In particular, Vercom concludes agreements with selected entities providing services of electronic mail accounts in Poland (incoming mail server) aimed at increasing the deliverability of EMAIL Messages. Also the possibility of using by the Client some additional paid functionalities of the Vercom service in relation to the EMAIL Messages sent to the addresses of these accounts depends on the settings of these accounts by the users or these entities, therefore Vercom cannot guarantee the possibility of using all functionalities of the service in relation to all the EMAIL Messages.
8. Vercom attaches header data (SPF, DKIM) to the EMAIL Messages sent, which make it difficult for a third party to impersonate the Client and allow to increase the deliverability of EMAILs.
9. SMTP server is not an incoming mail server. Vercom does not provide the Client with the service of an incoming mail server or does not assign any incoming mail address to the Client, therefore the Client, wishing to receive answers from the addressees of the sent EMAILs, must independently obtain the provision of such a service and provide in the EMAIL an address, which may be different from the address indicated in the Login.
10. The use of the Service, including the use of the Client Panel, requires:
a. Internet access and an effective Internet connection;
b. logging in to the Internet Service using the Login and Password.
Article 5. PAYMENTS
1. Unless otherwise expressly stated in the Agreement Documents, the Services shall be rendered against payment.
2. Vercom may, at its discretion, grant to the Client a trial period in which the selected Services shall be temporarily available to it free of charge, including their additional functionalities.
3. The Client is obliged to pay the remuneration to Vercom in a timely manner, in the amount specified in the relevant Price List or other Agreement Document.
4. The remuneration indicated in the Price List for additional paid functionalities of the service is reduced relatively for the part of the Settlement Period in which it was not provided to the Client, due to the commencement of its provision by Vercom during the Settlement Period or due to a break in the provision of the service by Vercom, lasting in total at least 24 hours in a given Settlement Period. If the amount by which the remuneration has been reduced in a given Settlement Period has already been paid by the Customer, it is automatically credited towards the remuneration in the next Settlement Period.
5. In the event of non-payment within the specified time limit, Vercom shall immediately notify the Client thereof. If the lack of payment was due to lack of delivery of the VAT invoice to the Client, the Parties shall make every effort to ensure that this VAT invoice is delivered immediately and in the same mode payment is made for it.
6. Vercom shall be entitled to charge the Client with interest for late payment in the amount of statutory interest in force on the date of the debt incurrence.
7. In the event of a delay in payment of all or part of the remuneration, Vercom shall have the right to credit the current payments made by the Client first to cover the outstanding remuneration or statutory interest, regardless of the payment title indicated by the Client.
Article 6. CUSTOMER SERVICE
1. Vercom services Clients with the Customer Service Office which can be contacted electronically or in writing via contact data indicated in the Agreement and the Online Service (definition: Customer Service Office).
2. The Customer Service Office shall operate during working hours indicated in the Website.
3. Vercom does not hold premises intended for continuous personal service of the Clients, also at the address of its registered office.
4. Clients using paid Vercom Services who have the option of a service helpline can contact during their working hours under the emails:
a. for MESSAGEFLOW Services: [email protected]
b. for EMAILLABS Services: [email protected]
Article 7. LIABILITY
1. Vercom is not liable for the Messages (and their content) sent at the request of the Client or by the Client using the Services, including access to the Client Panel and API.
2. Vercom shall not be liable for: Messages sent late, Messages that could not have been sent for technical reasons beyond Vercom control, Messages that could not be sent due to the Limit or Messages that have not been properly tagged in the case of remote sending.
3. During the term of the cooperation and in connection with the performance of the Agreement, all data concerning the activity of the other Party, as well as individually agreed terms and conditions of remuneration, will constitute confidential information that will not be transferred to third parties for the duration of the cooperation, as well as for a period of 10 (ten) years after its completion. The provisions of the first sentence shall not apply to situations in which the transfer of confidential information is strictly required by law (the Parties undertake to immediately notify the other Party of the intended transfer of confidential information). The Parties may additionally conclude a Non-Disclosure Agreement (NDA).
Article 8. COMPLAINTS
1. The Client may file a complaint in writing or by e-mail – to the address of the Customer Service Office. Clients using paid Vercom Services and using the functionality of the Customer Service Office, may also submit complaints by phone.
2. The day of filing a complaint shall be the day of receipt of the document containing the complaint or the oral acceptance of the complaint report.
3. The complaint may be filed within 1 month from the occurrence of the event the complaint concerns, under pain of losing the Client’s right to any claims against the Vercom for the occurrence of such an event, subject to section 4
4. In the case of EMAILLABS Services, due to technical reasons, the complaint shall be filed up to 1 month from the occurrence of the event to which the complaint refers, but not longer than for the period of storing logs of EMAILs – if the subject of the complaint is the sending or delivery of EMAILs (delivery or non-delivery of the EMAIL to the recipient, final status of the EMAIL) or any other circumstance requiring verification of logs of EMAILs. The storage time for logs varies from user to user and remains dependent on:
a. the selected package (default: Startup clients have a logging period of 1 day, Essential clients have a logging period of 7 days, Pro/Enterprise clients have a logging period of 15 calendar days);
b. additional services purchased by the Client (for an additional fee within the Pro Package and Enterprise Package it is possible to extend the period of logging for periods longer than those set as standard for the selected package).
5. A complaint lodged after the expiry of the indicated deadlines shall be left unprocessed.
6. Vercom shall respond to the complaint within 14 Working Days from the date of its filing. No response to the complaint made within the indicated period, shall not result in considering the complaint justified.
Article 9. TERM OF THE AGREEMENT
1. The Agreement is concluded for the period specified therein. The Free Account Agreement is concluded for an indefinite period of time.
2. Each Party may terminate the Agreement concluded for an indefinite period of time with one month’s notice, effective as of the end of the next calendar month following the month in which the notice was delivered.
3. Vercom may terminate the Agreement with immediate effect in the cases specified in the Agreement Documents and if:
a. The Client is in breach of the provisions of the Agreement Documents or performs actions that hinder or prevent the provision or use of the services provided by Vercom;
b. the Client uses the Services in a manner inconsistent with the law or the Agreement Documents;
c. data or information provided by the Customer at the time of the conclusion of the Agreement are untrue;
d. the customer sends unsolicited EMAIL Messages to entities that have not previously agreed to receive such information, in particular promotional and advertising messages;
e. The Client uses telecommunications terminal equipment or automated calling systems for direct marketing purposes, despite the failure to obtain the required prior consent;
f. The Client uses an alphanumeric content that may mislead the addressee about the identity of the sender of the Message, in particular the names, names of the institutions, companies and trademarks to which it is not entitled;
g. the Client impersonates himself by editing the EMAIL sender field to an EMAIL address whose owner has not given his consent;
h. the Client uses in the field of the sender of the EMAIL content that may mislead the recipient, the names of institutions, companies and trademarks, the use of which is not permitted;
4. the Client may terminate the Agreement with Vercom with immediate effect in the event of a break in the provision of the Vercom service, attributable to Vercom, lasting longer than 3 days in a given calendar month, if, despite the Client’s call upon Vercom to resume the provision of the Service and setting an additional date for this purpose, not shorter than 3 days, Vercom will not resume the provision of the Service.
5. In the event of termination of the Agreement with immediate effect, the Agreement shall be terminated on the day on which the other Party had an opportunity to familiarize itself with the content of the statement made by the Party terminating the Agreement. Declarations of the Parties regarding the termination and termination of the Agreement should be made in the same form as the Agreement on pain of nullity.
6. This Agreement shall expire automatically upon the termination of PDP or PDS-P Agreement for any reason.
7. In case of termination or expiration of the Agreement, the PDP Agreement or PDS-P Agreement – depending on which agreement applies in the case, shall be valid yet, but only for 3 business day period, and within this period the Client is obliged to download, independently, the Personal Data from the Client’s Panel or request their deletion from Vercom. In case the Personal Data have not been downloaded from the Client’s Panel or deleted by Vercom at Client’s request, the Personal Data shall be deleted automatically by Vercom after the lapse of the 3 business day period, unless their further processing is required by the binding provisions of Law. All matters related to storing the Personal Data within back-up copies are governed by §8 section 5 of the PDP Agreement or PDS-P agreement.
Article 10. AMENDMENTS TO THE TERMS AND CONDITIONS OF THE AGREEMENT
1. Amendments to the terms and conditions of the Agreement specified in the Agreement Documents may be adopted after the conclusion of the Agreement by way of an annex concluded (under pain of nullity): in a written or a document form, unless the provisions of law or the Agreement Documents provide for or permit another form of an amendment.
2. Vercom shall be authorised to make an unilateral amendment to the terms and conditions of the Agreement in the written or document form specified in the specimens defined by it, including, in an exceptional case, the Terms and Conditions and the Price Lists:
a. extending the scope of services provided, introducing new functionalities or options, improving the parameters of the Services, modernisation of technologies or improving the manner of organising the provision of Services, providing the Services to the following categories of Clients, introducing modernised methods of concluding agreements or communication channels with the Client;
b. changes of the law having an impact on the terms and conditions of providing the Services by Vercom, and in particular amending the terms and conditions of being subject to public-law liabilities, conducting business activity in the scope of Services, acquisition of copyright and related rights;
c. issuing judicial decisions or administrative acts (decisions, recommendations, recommendations, positions) affecting the activity of Vercom, in particular specifying or imposing new obligations;
d. withdrawing from the offer of the Services, their elements or functionalities, caused by the lack of interest of the Clients, resignation from outdated technologies, high profitability of their provision;
e. not planned at the time of conclusion of the Agreement or termination of agreements concluded with third parties, which are necessary for the provision of the Services to the Client;
f. an increase in the costs of running the business by Vercom due to an increase in labour costs (minimum wages, average monthly salary in the enterprise sector), price increase (including an increase in the inflation rate on an annual basis, published by the Statistics Poland or the prices of goods or services of counterparties, including in particular changes in the inter-operator rates for sending of SMS messages, increased costs of acquisition, performance, renovation, modernisation or maintenance of infrastructure necessary for the provision of the Service);
g. occurrence of a force majeure event (an external event, beyond Vercom control, which cannot be predicted or changed, e.g. natural disaster, third party action, etc.), as a result of which it is not possible for the Service Provider to provide the Services in the current scope or under the current terms and conditions;
h. change of binding provisions of Law, resulting in Vercom’s obligation to amend this Terms and Conditions and/or other Agreement Documents, as well as in case where amending these Terms and Conditions and/or other Agreement Documents is required in order to adjust their provisions to already existing regulations of Law;
i. Vercom’s need to modify the Terms and Conditions by making stylistic or editorial changes, as well as changes aiming at making some provisions of the Terms and Conditions and/or remaining Agreement Document more precise in a way, however, not affecting the rights and obligations of the Parties, but still with the purpose to make the documents more clear and transparent.
3. Vercom shall notify the Client in writing or by means of a document (including via electronic means of communication) of any planned amendment to the terms and conditions of the Agreement in advance of at least one Settlement Period prior to the implementation of these changes. Vercom shall, together with the notification, make the new amended contractual templates available to the Client in such a way that they can be stored and reproduced in the ordinary course of business. Such changes shall be binding on the Client unless the Client terminates the Agreement within 30 days of being informed about the new content of the Agreement. Failure to terminate the Agreement within the indicated deadline shall mean acceptance of the changes. Any termination of the Agreement by the Client within this procedure shall be effective as of the day prior to the effective date of the amendments.
4. Any change in the material provisions of the Agreement (such as price) in the manner specified in sections 2 and 3 may be made only in exceptional cases, independent of Vercom and impossible or significantly impeded to predict by Vercom on the date of conclusion of the Agreement, such as: occurrence of force majeure preventing the provision of the Service on the current terms, a change of the provisions of law (including VAT rates) and the occurrence of impossibility to provide services on the part of Vercom (if it does not result in the expiry of the Agreement). The change of the inter-operator rates for the sending of SMS messages shall be deemed as the specific case referred to in the first sentence.
5. In particularly justified exceptional situations, the deadline for informing the Client of the planned change of the terms and conditions of the Agreement may be reduced if Vercom shall not be able to keep it due to reasons beyond its control (in particular in the case of unexpected changes in the inter-operator rates for the sending of SMS messages). In such a case, the Client shall have the right to terminate the Agreement with immediate effect no later than until the effective date of the changes. If the Client fails to terminate the Agreement within the time limit specified in the preceding sentence, it shall be deemed accepted.
6. Additional, paid functionalities may be made available to the Client only after Activation.
7. In order to acquire additional options or functionalities of the Service, the Client should contact the Account Manager or the Customer Service Office. The Agreement (annex to the Agreement) shall be concluded in the manner indicated by Vercom, either in the form of a document by electronic confirmation of acceptance of the agreed terms or in writing.
8. If the Agreement Documents do not provide otherwise, additional functionalities shall be made available to the Client at the latest at the beginning of the next Settlement Period, and the Client’s resignation from additional paid functionalities shall be effective at the end of the next Settlement Period following that in which it was submitted.
9. The Client may request Vercom to provide it with functionalities other than those indicated in the Agreement Documents or in the current offer, and Vercom may (at his/her discretion) present to the Client an individual offer in this respect.
10. Provisions of this §10 do not apply to the Privacy Policy of Vercom, which amendment or updates shall not require to keep the rules set out in this Paragraph, reserved for amending the Terms and Conditions and/or other Agreement Documents. The Privacy Policy of Vercom is of an informative character and its amendment or update shall require only to inform the Client, in an electronic way, at least on the day, when the amendment or update becomes effective. In such a case, Vercom shall make available to the Client the new version of the Privacy Policy of Vercom in the Client’s Panel, as well as shall share the version to Client’s e-mail address indicated in Vercom’s system. Additionally, the current version of the Privacy Policy is always available in the Internet Service (Website).
Article 11. PERSONAL DATA PROTECTION
1. In order to conclude and perform the Agreement it is necessary to process personal data. To the extent that Vercom decides on the purposes and methods of processing of personal data, it is the controller of personal data. Detailed regulations concerning the processing of personal data by Vercom are specified in the document of the Privacy Policy of Vercom.
2. In order to use the paid Services, it is necessary to enter into the PDP Agreement or the PDS-P Agreement, which constitute attachments to the Agreement and integral parts thereof.
3. Unextended Free Account provides the possibility to test the functionality of the Service only with the use of own personal data. Introducing actual personal data in the Client’s Panel in relation to which the Client is a controller or acts on behalf of their controller requires the completion of Registration in order to make the Extended Free Account available to the Client, including the conclusion of the PDP or PDS-P Agreement. The Procedure of completion of Registration with a view to obtaining access to the Extended Free Account, including the conclusion of the PDP Agreement, are specified in the attachments to the Terms and Conditions of the relevant Service.
Article 12. FINAL PROVISIONS
1. All provisions of these Terms and Conditions and other Agreement Documents shall be interpreted in each case in such a way that they do not violate the provisions of the applicable law. If any of the provisions of the Agreement Documents proves to be contrary to the law, the provisions of law shall apply.
2. The following attachments form an integral part of these Terms and Conditions:
a. Attachment No. 1 – MESSAGEFLOW Services: for Clients using MESSAGEFLOW Services;
b. Attachment No. 2 – EMAILLABS Services: for Clients using EMAILLABS Services.
3. The Parties shall notify each other via the contact details specified in the Agreement (including those given during the Registration – for Free Accounts), subject to specific forms for performing specific activities required by law or Agreement Documents.
4. The Client and Vercom are obliged to notify the other Party within 3 Working Days from the date of the event of the change of their data indicated in the Agreement, otherwise the declarations and VAT invoices sent to the last indicated address shall be deemed effectively delivered.
5. This Agreement shall be governed by the Polish law. Any disputes arising out of the Agreement shall be settled by the court having jurisdiction over the registered office of Vercom.
Attachment 1
MESSAGEFLOW SERVICES
Article 1. MESSAGEFLOW SERVICE
1. The MESSAGEFLOW Service provides the Client, in particular, with the possibility of ordering the sending of EMAIL, SMS messages, MMS Messages or Push Mobile Messages (depending on the detailed provisions of the Agreement) through the Client Panel and, if possible, also in the manner specified in section 2.
2. Vercom provides access to the Messages via integration using the application programming interface (API) if it is possible to configure hardware, services or software used by the Client. The instruction for correct configuration can be found on the Website at the following address https://docs.messageflow.com/: Vercom, if possible and at no additional cost for Vercom, declares the assistance to the Client in the process of configuration. Vercom hereby declares that not all the hardware, services or software used by the Client may meet requirements of such configuration, which does not guarantee that each Client will be able to use the functionalities of MESSAGEFLOW with the omission of the Client Panel. The use of MESSAGEFLOW with the use of API may result in access to a limited number of functionalities of the Service.
Article 2. PROPER MESSAGEFLOW FUNCTIONING
1. For its proper functioning, the Service should be used by the Client in a manner consistent with the Agreement and current detailed recommendations and instructions, including:
a. FAQ MESSAGEFLOW, available at https://docs.messageflow.com/technical-support-center/faq
b. API documentation. Available at https://dev.messageflow.com/.
Article 3. EXTENDED FREE ACCOUNT
1. In order to gain access to the Extended Free Account, the Client should perform the following activities through the Client Panel (definition: Completion of the MESSAGEFLOW Registration):
a. complete his/her data with: name, NIP, telephone number, address of the registered office, KRS (if applicable), e-mail, first and last name of the person registering the Free Account,
b. accept the PDP Agreement or the PDS-P Agreement (depending on which agreement applies) and complete the data required for it.
2. After the Completion of the MESSAGEFLOW Registration, Vercom shall, within 3 Business Days, carry out a verification of the Client in the scope of: the accuracy of the given data, access to other Accounts, compliance with the law and the Terms and Conditions. To achieve this, Vercom may request the Client to provide the necessary data or documents, including, in particular, the address, NIP number, authorisation of the registering person to act on behalf of the Client, as well as information on the database he intends to use. A positive verification of the Client results in granting it access to the Extended Free Account (Activation).
Article 4. MESSAGEFLOW SMS and MMS
1. An order by the Client to send SMS and MMS messages is possible only for standard telephone numbers operated by Polish mobile telephony operators and SMS messages also to the numbers of foreign mobile telephony operators. This means that in particular it is not possible for the Client to send an SMS or MMS message to telephone numbers with higher charge or to landline phone numbers. Sending a message to telephone numbers operated by foreign operators is possible only after prior determination of the terms and conditions of the provision of this service by the Parties and providing such functionality to the Client on its Account.
2. The Client may order sending an SMS message with up to 1377 alphanumeric characters, whereas for the purposes of calculating the remuneration of Vercom, the fee for SMS message specified in the Price List shall be charged for 160 basic alphanumeric characters in the case of a single text message, and for each commenced 153 basic alphanumeric characters if the SMS message contains more than 160 basic alphanumeric characters.
3. In the case of an order by the Client to send a text message containing other characters other than basic alphanumeric characters, in particular Polish diacritic characters (the “Polish font”), the maximum length of the SMS message shall be 603 characters; for the purposes of calculating the remuneration of Vercom, the fee for SMS message specified in the Price List shall be calculated for 70 characters in the case of a single text message, and for each commenced 67 characters if the SMS message contains more than 70 characters.
4. A MMS message with a maximum weight of a single MMS – 100 KB, may consist of the following elements: Subject of the message and content of the message or graphic file.
The Client may order to send a MMS message with a total weight of up to 300 KB; however, for the purposes of calculating the remuneration of Vercom, the fee for the Message of MMS specified in the Price List shall be calculated for each commenced 100 KB of the message weight.
5. Vercom provides the Client with the possibility to use the pre-defined alphanumeric “SMS INFO” number in the Client Panel at no charge, which will be displayed to the SMS message addressee instead of the Sender Number. For technical or technological reasons beyond the control of Vercom, it is not possible to send an answer to the SMS message with the displayed alphanumeric overwriting instead of the number by the addressee. In order to enable the recipient to send a reply to an SMS message, it is necessary for the Client to use the Number in the message overwriting. It is possible to change the predefined alphanumeric ‘SMS INFO’ overwriting, in addition to the additional paid functionality of MESSAGEFLOW, consisting of additional alphanumeric overwritings.
6. The Client can read the report from the SMS or MMS messages ordered via the Client Panel for a period of 3 months from the date of order to send the SMS or MMS Messages. The Client can read the report from the SMS or MMS messages ordered via the API for a period of 1 month from the date of order to send the SMS or MMS Messages. In the case of carrying out sending of Messages with the number in the overwriting, the Client may also check in the Client Panel the possible addressees responses of the Messages sent to the number used by the Client in the Message overwriting.
7. Additionally, a billing message or MMS message is available in the Client Panel for a period of 1 year from the date of order to send SMS or MMS messages.
Article 5. MESSAGEFLOW EMAIL
1. The Client can read the report from the Messages ordered to send via the Client Panel for the period of 3 or 24 months, depending on the option chosen by the Client, calculated from the date of order to send the EMAIL message. The report will be available in the Client Panel and can be downloaded as a PDF file.
2. Additionally, a report on results for individual EMAIL messages sent is available in the Client Panel for a period of up to 40 days from the date of order to send the EMAIL message.
Article 6. MESSAGEFLOW PUSH MOBILE
1. The possibility of ordering the sending of Push Mobile Messages is available to the Client only if the Agreement expressly so provides.
2. The Client may use the sending functionality of the Push Mobile Messages via the Client Panel and, after appropriate configuration, also with the use of hardware, services or software used by the Client using the correct configuration provided by Vercom (this manual is made available to the Client before the conclusion of the Agreement, including the sending option of the Push Mobile Messages).
3. The Client may familiarise themselves with the report from the assigned Push Mobile Messages for a period of up to 3 months, calculated from the date of order to send the Push Mobile Messages.
4. Vercom does not guarantee to the Client that the EMAIL Messages sent by the Client will be delivered to the addressee, however, it takes due care to ensure that they are delivered. In particular, Vercom regularly monitors and, if necessary, modifies functionalities in accordance with the requirements of mobile devices operating systems. Also, the possibility of using the MESSAGEFLOW functionalities by the Client in relation to the Messages Push Mobile sent to PushTokens may depend on the settings of mobile devices and their operating system belonging to the Contacts on which the Client mobile application is installed, and from the Client’s mobile application itself, therefore, in this respect, Vercom cannot guarantee the possibility of using all functionalities of MESSAGEFLOW.
Article 7. ADDITIONAL FUNCTIONALITIES
1. The Client may choose between additional paid MESSAGEFLOW functionalities according to the current offer of Vercom. Additional functionalities may include in particular:
a. a higher Limit;
b. adding further alphanumeric overwritings;
c. providing the Number for SMS communication;
d. other settlement plan;
e. the possibility of ordering the sending of the EMAIL message from the contact file (CSV);
f. the possibility of ordering the sending of EMAIL messages with attachments;
g. the possibility of ordering the sending of EMAIL message with the indicated different addresses of the sender;
h. the possibility of tracking the recipient’s activity in relation to the links added to the SMS messages;
i. the possibility of extending the storage time of information about the information requested to be sent to the Messages;
j. the possibility of accessing extended reports from the dispatch of EMAIL Messages;
k. the possibility of sending an SMS message to the numbers handled by foreign GSM providers.
l. Enabling the functionality of creating dynamic groups (definition: Dynamic Segments).
2. Upon the first selection by the Client using the paid MESSAGEFLOW Extended Free Account, Vercom immediately, but not later than within 3 Business Days, if it is possible to transform the current Free Account into the Standard Free Account or create a new, separate Account, treated as a priority by Vercom with respect to the Free Accounts, and shall make it available to the Client at the latest at the beginning of the next Settlement Period in accordance with the agreed parameters (definition: Separate Account). The Client shall receive a new Login and Password from Vercom, with the Password being subject to change by the Client during the first logging in to this new Account. For technical reasons, the Client, in order to use the functionalities of MESSAGEFLOW as a part of a separate Account, should re-enter the Contacts database, whereby Vercom provides functionality allowing for their export and import.
3. Upon the creation of a separate Account, it will be possible to add new Contacts and commission it to send new Messages on the current Free Account, until the Client resigns from the paid MESSAGEFLOW Services. If the Client discontinues the use of the paid MESSAGEFLOW services provided, the separate Account will be suspended, and the Client will be able to return to the use of the Extended Free Account, where the possibility of adding new Contacts and ordering to send the Messages will be available. The creation of a separate Account remains unaffected by the unused free text message within the Limit assigned to the Extended Free Account. In particular, the Client who has not fully used this Limit may, free of charge, commission to send the SMS messages to the other within its framework.
4. In the case of selecting the settlement for the EMAIL contact Limit, the amount of remuneration paid by the Client to Vercom for ordering by the Client to send the EMAIL Message depends on the number of EMAIL Contacts that can be collected by the Client. The number of EMAIL Messages that can be ordered by the Client to be sent is unlimited.
5. The fee for the CPM will be charged by Vercom automatically after the Client has exceeded the number of EMAIL Contact Limit selected by the Client. The charge for CPM can only be calculated once the upper limit of the chosen Limit has been reached.
6. For the purpose of calculating the Limits and CPM, it is assumed that the EMAIL Contacts added by the Client, even if they were removed by the Client, will be included in the number of EMAIL Contacts that can be collected by the Client until the end of the given Settlement Period. Only after the beginning of the next Settlement Period, the number of EMAIL Contacts collected by the Client shall be reduced by the number of EMAIL Contacts removed by the Client in the previous Settlement Period, however, for the purpose of calculating remuneration to Vercom for the next Settlement Period, the maximum Limit or CPM achieved by the Client in the previous Settlement Period shall be taken into account.
7. Vercom provides the Client using the paid MESSAGEFLOW Services with the possibility to assign its own alphanumerical letter in the Client Panel, which may consist of 3 to 11 basic alphanumeric characters, which will be displayed to the SMS Message Service instead of the sender’s Number. The addition of an alphanumeric overwriting requires the approval of Vercom, and will be granted by Vercom as soon as the Client demonstrates the rights to use a given alphanumeric overwriting. Vercom may request the Client to make a declaration in which they agree to use the alphanumeric overwriting specified by the Client for the purpose of proper performance of the Agreement. The addition of subsequent alphanumeric overwriting is additionally paid MESSAGEFLOW functionality.
8. If the Customer selects the additional payable functionality of Dynamic Segments, Vercom will make available on the Customer Account a functionality that allows to describe the Contact with any number of variables automatically supplied using the method described in § 1 point 1 of this Annex, assigning API Events to the Contact in this way ( definition: EVENT API); and assigning events from the shipping system to the Contact, such as SMS Events, EMAIL Events or Push Events (definition: SYSTEM EVENTS), as well as defining Dynamic Segments based on the information collected during the Contact. Dynamic Segments can be used to send Messages via MESSAGEFLOW. The information contained in API EVENTS and SYSTEM EVENTS are stored during the Contact for a period of 3 months from the occurrence of the event.
Attachment 2
EMAILLABS SERVICES
Article 1. EXTENDED FREE ACCOUNT
1. In order to gain access to the Extended Free Account, the Client should perform the following activities through the Client Panel (definition: The Completion of EMAILLABS Registration):
a. Complete his/her data by: name, NIP, KRS (if applicable), registered office address, telephone number, e-mail address, first and last name of the person registering the Free Account, the address of the Client’s online service in which it will use the EMAILLABS Service,
b. accept the PDP Agreement or the PDS-P Agreement (depending on which agreement applies) and complete the data required for it.
2. Failure to complete the EMAILLABS Registration within 30 days of the confirmation of Registration shall result in the loss of access to the Free Account. Renewed access is possible after the EMAILLABS Registration is completed.
3. After the Completion of the EMAILLABS Registration, Vercom shall, within 3 Business Days, carry out a verification of the Client in the scope of: the accuracy of the given data, access to other Accounts, compliance with the law and the Terms and Conditions and the lack of negative impact of EMAIL Messages on the quality of EMAILLABS. To achieve this, Vercom may request the Client to provide the necessary data or documents, including, in particular, the address, NIP number, authorisation of the registering person to act on behalf of the Client. A positive verification of the Client results in granting it access to the Extended Free Account (Activation) – StartUp Package.
Article 2. EMAILLABS
1. The Client using the Extended Free Account (StartUp Package) obtains access to the basic functions of the Client Panel, which means the following functionalities are available to the Client:
a. the most important e-mail statistics, including the e-mail activity report,
b. EmailLabs blacklist;
c. time-limited e-mail logs (with no possibility to extend them)
d. the possibility of using a shared IP address (without the possibility of ordering a dedicated IP address)
e. the most important standards for encrypting e-mails such as TLS, basic settings for SPF and DKIM;
f. access to basic customer support based on educational materials, good practices contained in the documentation of the EMAILLABS (without the possibility of explaining individual problems with entities providing e-mail account services in Poland).
2. The Client may send EMAIL Messages via SMTP Server by means of appropriate configuration of the devices, services or software they use, in particular by indicating in their settings as outgoing mail server the IP address of the SMTP Server. The instruction for correct configuration is made available to the Client on the Website prior to the conclusion of the Agreement. Additionally Vercom, if possible and at no additional cost for Vercom, declares the assistance to the Client in the process of configuration in order to properly set up the SMTP Server as an outgoing mail server. The functionality of the EMAILLABS service consisting in the indication as an e-mail server of the IP Address of the SMTP Server is only available for devices, services and software that can be configured in accordance with the aforementioned instruction.
3. Each Client can get acquainted in the Client Panel with the status of EMAIL Messages, their subject, name and address of the sender and addressee, as well as with the statistics of clicks and openings of EMAIL Messages, within 7 days from the date of their sending, unless the Client, after Activation, within the additionally payable functionality of the EMAILLABS service, chooses otherwise. Information about non-delivery of EMAIL Messages for permanent reasons (hard bounce) is stored for a longer period of time, in accordance with data retention policy of Vercom. The Client may establish the above information concerning the EMAIL Message also outside the Client Panel, using his or her software, however, this requires him or her to send an API inquiry, as Vercom does not send this information automatically.
4. The number of EMAIL Messages that can be commissioned by the Client to be sent within one month (Limit) is specified in the Package chosen by the Client.
Article 3. ADDITIONAL FUNCTIONALITIES
1. The Client may choose between additional paid EMAILLABS functionalities according to the current offer of Vercom. Additional functionalities may in particular include granting full access to the Client Panel(for Clients using Packages not providing full access), dedicated IP Addresses, Premium Support, access to full Email statistics, extended EMAIL API options, possibility to extend logging over 15 days against payment, activation of additionally paid functionalities indicated by the Client together with additionally paid sending of- MAIL package).
2. If the Client chooses the Pro or Enterprise Package, the Client may purchase disk space in order to enable him to view and archive the EMAILs as part of the EMAILLABS service.
3. The Client choosing the Pro Package or the Enterprise Package may order an additional, paid option to assign an additional IP Address. By assigning an additional IP Address to the Client, the Client shall be understood as making available additional IP addresses together with additional SMTP Servers, to which these additional IP Addresses are assigned, in a number depending on the option chosen by the Client. Your choice of these options will affect the speed at which you send EMAILs, the split of the EMAILs sent, the analysis of the EMAILs sent, or the multithreaded nature of sending EMAILs. Vercom does not guarantee that the additional IP address and the additional SMTP server will be dedicated.
4. By granting the Client a dedicated IP Address for Pro and Enterprise Packages, Vercom ensures that from the moment the Client selects this option until the termination of the Agreement, the Client will be able to use the given IP Address exclusively. At the same time, for technical reasons, if the Customer chooses this option, it means that the SMTP server to which the given IP address is assigned is also granted exclusive rights to the SMTP server. The Customer’s choice of this option is final, which means that it is impossible to change the IP address back from dedicated to shared. Together with granting the Customer a dedicated IP address, the functionality of the EMAILLABS service is extended by the following options:
a. high initial reputation of a dedicated IP address, which allows to increase the deliverability of EMAILs;
b. possibility of individual personalization of header data of EMAILs (DKIM), making it difficult for a third party to impersonate the Customer and allowing to increase the deliverability of EMAILs, as well as allowing to transfer these data by the Customer outside the EMAILLABS service;
c. possibility of downloading to a file with .csv extension the list of e-mail addresses to which the sent EMAILs were not delivered, and the possibility of uploading a file containing such data.
5. The option to grant a dedicated or additional IP Address to the Client may be excluded due to the limited number of IP addresses available to Vercom.
6. By granting full access to the Client Panel, it is understood that the Client is provided with the additional functionalities of the EMAILLABS service, allowing for the analysis of sent EMAILs in accordance with the current Vercom offer. By way of individual arrangements, the Parties may accept that these functionalities will be made available only in a specific part. These functionalities may include in particular:
a. tagging EMAIL Messages (for example as the ones concerning registrations, changing of passwords, signalling abandoned shopping carts, etc.),
b. informing about the action taken in relation to EMAIL Messages by the addressee, in particular about their reading, deletion or marking as spam,
c. creation of lists, including lists of EMAIL Messages addressees, divided into whitelists and blacklists,
d. creating separate reports based on EMAIL Messages domain name,
e. possibility of introducing automatic changes in the content of EMAIL Messages, consisting in placing links with individual addresses of websites, located in a domain selected by the Customer, instead of the default domain.
f. protection against impersonation by a third party under the Customer, thanks to the Customer’s setting of personalized DMARC header data also in the domain of the EMAIL Message sender’s address indicated by the Customer, and thanks to the possibility to obtain information about an attempt to impersonate the Customer from the entity providing the electronic mail account service (incoming mail server), to whose address the message with an attempt to impersonate the Customer was sent;
g. the possibility for the Client to create additional Accounts and to grant them specific rights, as well as the later possibility for the Client to revoke these rights or remove additional Accounts;
h. logging the actions taken in the Client Panel with the possibility of viewing the logs by the Client;
i. The possibility for Vercom, for the benefit of the Client, to conduct individual arrangements and negotiations with entities providing in Poland services of electronic mail accounts (incoming mail server), aimed at increasing the deliverability of EMAILs and classification into appropriate tabs;
j. the possibility for the Client to individually agree with the Vercom terms and conditions of providing the EMAILLABS service to the Client within the scope of its availability, the terms and conditions of informing the Client about the suspension of a part of the EMAILLABS service functionality, and to determine the speed of sending EMAILs on individually agreed terms and conditions.
The Regulations are in force from the date of 30 June 2021 at 12:00 pm.