Apilo

Regulations

§ 1

General provisions

  1. These Regulations, adopted in accordance with Article 8 of the Act of 18 July 2002 on the provision of services by electronic means (Dz.U. [Journal of Laws] 2016.1030, uniform text), define in particular the type and scope of the Service provided by the Service Provider through the Website, as well as the rules for the use of the Service by the Clients.
  2. The terms listed below shall have the following meanings in these Regulations:
    1. Subscription – monthly remuneration due to the Service Provider from the Client for the provision of the Service within the Basic Modules. The payment obligation and the amount of the Subscription depend on the extent of the Client’s use of the Service (corresponding to a given Package).
    2. Price List – the price list constituting Appendix No. 1 to these Regulations determines the amount of the Subscription for individual Packages, as well as Fees for Additional Modules. In the absence of any stipulations to the contrary, the amounts quoted in the Price List are net rates to which VAT must be added at the rate prescribed by applicable provisions of the law.
    3. Client Data – data provided by the Client or with the Client’s consent to the Apilo app (formerly ErpBox) in connection with the performance of the Service, including in particular data on clients, orders in progress, shipments, invoices, payments, settlements, etc.
    4. Offer Manager – Additional Module of Apilo app (formerly ErpBox) enabling the Client to quickly define and update the terms and conditions of offers on auction sites supported by the Service, such as Allegro, eBay, Amazon.
    5. Client – a legal person, an organisational unit which is not a legal person to which the law grants legal capacity, or a natural person conducting business activities who has entered into an agreement with the Service Provider for the provision of Services under the terms set forth in the Regulations. The Clients may not be consumers within the meaning of Article 22(1) of the Civil Code.
    6. Additional Modules – modules of the Apilo app (formerly ErpBox) that the Client may use upon the payment of Additional Fees.
    7. Basic Modules – modules of the Apilo app (formerly ErpBox) that the Client may use as part of the Subscription.
    8. Trial Period – the period during which the Client may test the Service without paying the Subscription under the terms set forth in the Regulations. In the test period, it is possible that not all modules will be available or configured.
    9. Fees – fees charged by the Service Provider when the Client uses the Additional Modules. Fees include: (i) a flat fee for a given Additional Module charged on a monthly basis and/or a commission fee as stated in the Price List.
    10. Package – a specific scope of provision of the Service within the Basic Modules which involves the obligation to pay the Subscription. Packages are differentiated by monthly limits on: (i) orders handled or downloaded through the Service (whereby an order is understood to include ordering or sending a shipment not associated with any order), (ii) offers published on sites with which the Client’s account is integrated, monitored through the Service, and (iii) the number of users accessing the Service. Packages do not include the use of Additional Modules.
    11. User Panel – the interface that enables the use of the Service which constitutes a part of the Website.
    12. Regulations – these rules and regulations.
    13. Website – the website, operating at the address: www.apilo.com and maintained by the Service Provider, through which the Service Provider offers Services to the Clients. The User Panel is a part of the Website which allows the Clients to log in to the Website.
    14. Agreement – an agreement for the provision of the Service (see § 5 section 2 of the Regulations).
    15. Service Provider – Apilo Sp. z o.o. (limited liability company), with its registered office in Kraków (31-154) at ul. Pawia 9, entered to the Register of Entrepreneurs of the National Court Register kept by the District Court in Bielsko-Biała, 8th Economic Division of the National Court Register, under the KRS number: 0000741999, NIP (Tax ID No.): 9372715154, REGON (Statistical No.): 380848632, share capital: 55,000.00.
    16. Service – a service provided by the Service Provider, consisting of making the Apilo app (formerly ErpBox) available to the Client, installed on the Service Provider’s servers, via the Website (in the Software as a Service, SaaS, model).
    17. Personal Data Controller – the Client is the controller of the Users’ personal data within the meaning of the Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free flow of such data and repealing Directive 95/46/EC (hereinafter also referred to as GDPR).

§ 2

Subject of the Service

  1. The subject of the Service is for the Service Provider to make available to the Client the Apilo app (formerly ErpBox) which, as part of the Basic Modules, enables:
    1. handling of orders received by the Client through various sales channels, including Amazon, Ebay, Allegro and selected popular online store platforms. An exhaustive list of supported channels is available on the Website.
    2. sending and tracking shipments through selected courier service providers that hold a leading position in the Polish market. A current list of such entities is available on the Website.
    3. bulk operations on lists of documents entered into the Apilo app (formerly ErpBox).
    4. generating reports based on data entered into the Apilo app (formerly ErpBox).
    5. access to the administration panel which allows, in particular, the creation of user accounts, as well as the assignment of specific access levels to them.
    6. improving contact with the recipients of the Client’s goods by enabling the automatic dispatch of emails with defined content.
    7. Other features are described at www.apilo.com in the Features section.
  2. It is possible to integrate Apilo (formerly ErpBox) with channels other than those indicated in section 1 letter a on the basis of a separate agreement, or an individual paid add-on prepared by the IT department of Apilo (formerly ErpBox).
  3. The Service Provider provides for the possibility of extending the scope of functionalities referred to in section 1 with Additional Modules, including:
    1. option to integrate the Apilo app (formerly ErpBox) with popular warehouse-invoice systems (such as Subiekt, Enova)
    2. Offer Manager.
  4. Each time, the Additional Modules will be clearly marked in the User Panel as subject to additional fees. If the Client starts using Additional Modules, the Service Provider may charge a relevant Fee.
  5. The Client acknowledges that the Apilo platform (formerly ErpBox) will be made available in the beta version at least until 31 December 2018, which means that it may contain bugs, especially related to different environments and operating conditions. In any case, the proper provision of the Service means availability for 95% of the time, which takes into account necessary technical breaks, etc.
  6. The Service Provider undertakes to:
    1. perform ongoing updates to the Apilo app (formerly ErpBox),
    2. provide technical support to the users of the Apilo app (formerly ErpBox), available on business days (Monday through Friday, excluding public holidays), from 8:00 a.m. to 6:00 p.m., via email,

– so as to ensure the continuous usability of the Service for the Client.

§ 3

Rules for using the Services

  1. In order to use the Service, the Client should have at least: a device that allows for Internet connection and has an operating system, an Internet connection, necessary software (a web browser) and an email account.
  2. The rules for storing cookies on the Client’s devices by the Service Provider, as well as accessing these cookies by the Service Provider, are specified in the Cookie Policy which constitutes Appendix No. 2 to these Regulations.
  3. The Client agrees not to provide content (e.g. comments, opinions, offers) of an unlawful nature, i.e. contrary to the law, rules of social coexistence or the rights of third parties, in connection with the use of the Service.
  4. If it is found that the Service Provider does not perform the Service or performs it improperly, the Client may file a complaint via registered mail or email to the following address: bok@apilo.com. The complaint should specify at least: a) the Client’s data, b) a detailed description of the reason for the complaint, and c) the Client’s demand. The Client will be informed of the resolution of the complaint within 60 days of its receipt by the Service Provider.

§ 4

Registration

  1. In order to conclude the agreement for the provision of the Service, the Client has to register through the Website.
  2. The registration referred to in section 1 involves:
    1. completing the registration form available on the Website (the form will be displayed after selecting the appropriate subpage). As a minimum, this requires:
      • the provision of data marked as mandatory. These are: full name or company name, NIP (Tax ID No.), address (including city and postal code) and email address.
      • the specification by the Client of the address of the User Panel in Apilo (formerly ErpBox) (ending in Apilo (formerly ErpBox).pl).
    2. accepting the content of the Regulations and the cookie policy.
  3. Immediately after registration (no more than 24 hours on business days), the Client will receive an email from the Service Provider, containing a login and a password allowing them to log into the User Panel and use the Service.
  4. The Client agrees to keep the assigned password confidential.
  5. After the first login with the use of data referred to in section 3, the agreement for the provision of the Service is concluded between the Service Provider and the Client to the extent necessary to test it (Trial Period). The Trial Period lasts 21 days and, in that period, the available functionalities are limited to the Basic Modules. The use of the Service in the Trial Period is free of charge.
  6. The Client may only use the Service for the purposes of their own e-commerce business operations. Consequently, the Client shall not be entitled, in particular, to make the Service available to third parties or to act as an intermediary in the sale of third-party goods or services with the Service.
  7. If the Client creates a greater number of users, each user account should be associated with a specific natural person who is an employee of the Client (by which it is meant both individuals employed under the employment relationship and individuals engaged under civil law contracts of any kind). The provision of section 4 shall apply accordingly.

§ 5

Conclusion of the Agreement, Remuneration

  1. The Client may order the provision of the Service at any time without the restrictions applicable during the Trial Period. Orders can be placed via email: bok@apilo.com.
  2. Once an order is placed, the agreement for the provision of Service is concluded between the Service Provider and the Client for an indefinite period of time, in exchange for the payment of remuneration specified in the Price List (hereinafter referred to as the Agreement).
  3. The remuneration to be paid by the Client will be charged by the Service Provider for the use of the Service in settlement periods corresponding to calendar months. The remuneration consists of:
    1. Subscription Fee – in the amount corresponding to the actual extent of the Client’s use of the Service (i.e. for the applicable Package). The Package is selected to cater for the handling of the highest parameters in a given month.
    2. Fees for the use of Additional and Individual Modules. Individual modules are available only to accounts using the Individual subscription (activation of an individual module automatically raises the subscription to the Individual package, even if order or offer limits are not exceeded).
  4. If the Client uses the Service for an incomplete month, the Service Provider will charge a proportionally reduced amount.
  5. The Special Offer Regulations may be introduced and cancelled at the Company’s discretion, but the provisions contained therein are binding for the Company.
  6. The Company provides access to the Price List and current Special Offer Regulations through its website. These documents bear the date of publication.
  7. The remuneration for a given calendar month is payable on the basis of a VAT invoice issued by the Service Provider, to the bank account indicated therein, within 14 days from the date of issue.
  8. The Client accepts that the Service Provider issues and sends the invoices referred to in section 5 in electronic form. Such invoices can be sent via email to the address specified by the Client. Unless stated otherwise, it is assumed that the correct address is the one specified when registering on the Website.
  9. The Client’s acceptance in accordance with section 6 does not preclude the Service Provider from issuing invoices in paper (traditional) form, especially in the event of technical problems with the issuance of e-invoices.
  10. The remuneration for a given calendar month is payable on the basis of a VAT invoice issued by the Service Provider, to the bank account indicated therein or using a payment gateway (e.g. imoje, paypal) – within 14 days from the date of issue.

§ 6

Liability

  1. The Service Provider shall be liable for non-performance or improper performance of the Service, as well as for torts related to the performance of the Service – up to the amount of the Client’s actual loss. The Service Provider’s liability is excluded for lost profits, as well as for the Client’s indirect damages (by which the Parties specifically mean: any compensation, including liquidated damages, paid by the Client to third parties, costs of proceedings or legal assistance, costs of inventory or loss of data, costs resulting from damage or the need to modify software, costs resulting from business interruption, costs of substitute performance, etc.).
  2. The Service Provider shall not be liable to the Client for damages caused by circumstances beyond the Service Provider’s control which include, in particular:
    1. consequences of force majeure,
    2. malfunction or improper configuration of individual devices that are part of the Client’s or third parties’ hardware platform used in connection with the performance of the Service, including internal networks, workstations, telecommunications networks, etc.,
    3. failure of the device referred to in letter b to meet the technical requirements necessary for the provision of the Service, as specified in the Regulations or the technical documentation made available to the Client,
    4. disruptions in the performance of the Service resulting from changes (including: updates) to third-party software, including, in particular, those indicated in section 4 below,
    5. consequences of making the Service available to third parties, user errors, etc.,
    6. Client’s failure to provide the Service Provider with the necessary content (e.g. access data to third-party systems) or the provision of false content.
  3. The total liability of the Service Provider under the Agreement, regardless of the legal basis, may not exceed PLN 10,000 (in words: ten thousand złotys).
  4. The Client acknowledges that the Service Provider is not a party to agreements concluded by the Client with entities from which the data collected in connection with the Service is derived, including operators running auction sites, recipients of the Client’s goods or services, courier service providers, persons intermediating in the payments made, etc. Therefore, the Service Provider shall not be liable for the non-performance or improper performance of the agreements in question by the Client. Before entering into the Agreement for the provision of the Service, the Client should independently verify if it is in accordance with such agreements.

§ 7

Termination of the Agreement, Amendments to the Regulations

  1. Either Party may terminate the Agreement by giving 1 month’s notice, effective at the end of the calendar month. Termination may apply to the Agreement in its entirety or to all or some of the Additional Modules.
  2. The Service Provider may terminate the Agreement with immediate effect in the event of:
    1. ascertaining a delay in payment of remuneration referred to in § 5 for more than 30 days,
    2. Client’s violation of the provisions of the Agreement, including these Regulations, which is not remedied within the period set by the Service Provider, not less than 3 days,
    3. provision of false data by the Client during registration,
    4. engaging in illegal activities by the Client with the use of the Service, that is actions that violate the law, rules of social coexistence or the rights of third parties. This applies, in particular, to offering goods or services through the Service in violation of the generally applicable laws, rules and regulations of individual auction services, etc.,
    5. initiation of liquidation proceedings against the Client.
  3. The Service Provider has the right to unilaterally change the provisions of these Regulations, including the Price List. In this case, Clients will be informed of the changes via email, at least 14 days before the changes take effect.
  4. In the case of non-acceptance of the changes referred to in section 3, the Client may terminate the Agreement, subject to the notice period indicated in section 1. In such case, the Agreement will continue until expiration on the existing terms.

§ 8

Client data, protection of personal data

  1. The Service Provider ensures that the Client Data are duly secured against unauthorised access, using appropriate physical and IT security measures.
  2. The Client’s data may be stored on the Service Provider’s servers or on the servers of third parties with whom the Service Provider enters into appropriate agreements. In such cases, the Service Provider ensures that the requirements for the protection of Client Data referred to in section 1 above are met.
  3. In the event of the termination of the Agreement, the Service Provider has the right to immediately delete all Client Data. Therefore, the Client should independently archive the Data in question properly in advance. The Service Provider is not responsible for the consequences of failing to archive data.
  4. The Client acknowledges that the Service Provider will be able to access Client Data, which is necessary for the proper performance of the Service.
  5. Where the Client Data include personal data as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter also referred to as GDPR), the Act of 29 August 1997 on Personal Data Protection (Dz.U. [Journal of Laws] 2016.922, uniform text; hereinafter also referred to as the Personal Data Protection Act), including in particular the data of the Client’s recipients (full names or company names, residential addresses, service addresses, email addresses, bank account numbers, IP, etc.), the Client entrusts the Service Provider with the processing of the data in question in order to perform all obligations arising from the Agreement and the Regulations. In such cases, the Service Provider undertakes to take measures to secure the data.
  6. Scope of processing
    1. The Data will be processed by the Service Provider solely in connection with the performance of the Master Agreement.
    2. Pursuant to the Agreement, the Service Provider will process so-called ordinary data, i.e. not subject to additional regulations, in particular the full names of clients, residential/ delivery addresses, telephone numbers, email addresses and information on orders placed by these clients.
  7. The Clients’ personal data may be made available to entities involved in the fulfilment of the order (Courier, Polish Post Office, warehouse-sales software, sales platforms, auction platforms, online stores).
  8. The Clients’ personal data may be made available to third parties in the event that such a right or obligation is imposed by the law.
  9. The Client has the right to lodge a complaint with the President of the Personal Data Protection Office regarding the Controller’s processing of the User’s personal data.

§ 9

Severability

  1. The parties agree that if any provisions of the Agreement (including these Regulations) are to prove invalid or ineffective, this will not affect the remaining provisions of the Agreement, unless the circumstances indicate that, without the invalid or ineffective provisions, the Agreement would not have been concluded.
  2. In the case referred to in section 1, the Parties are obliged to conclude an annex to the Agreement in which they formulate substitute provisions whose economic purpose is equivalent or similar to that of the invalid or ineffective provision.

§ 10
Final provisions

  1. The Client is not entitled to: a) transfer the rights or obligations arising from the Agreement or the Regulations to third parties, or b) execute the agreement through third parties, unless they obtain the prior consent of the Service Provider, expressed in writing under the pain of nullity.
  2. The parties may determine their rights and obligations related to the performance of the Service in a manner different from that specified in the Regulations, which, however, requires the conclusion of an agreement in writing under the pain of nullity. This applies to the provisions both amending and supplementing the Regulations.
  3. The law applicable to these Regulations, as well as to any agreements entered into pursuant to them (including, in particular, agreements for the provision of Services), is the Polish law.
  4. The competent court for resolving any disputes arising from the Regulations or Agreements entered into in the performance thereof between the Service Provider and the Clients who are not Consumers is the Polish court with jurisdiction over the Service Provider’s registered office.

The Regulations are effective as of 1 June 2017

 

Appendix No. 1 to the Regulations – Price List

The full current price list is available at www.apilo.com, Price List tab, link: www.apilo.com/pl/cennik/

Appendix No. 2 to the Regulations – Cookies Policy

The full Cookie Policy is available at www.apilo.com, “Privacy Policy” tab, link: https://www.apilo.com/polityka-prywatnosci/

Appendix No. 3 to the Regulations – Agreement on entrusting personal data processing concluded by and between:

Client of the Apilo platform (formerly ErpBox)

and

Service Provider of the Apilo platform (formerly ErpBox) – Apilo Sp. z o.o. (limited liability company), with its registered office in Kraków (31-154) at ul. Pawia 9, entered to Register of Entrepreneurs of the National Court Register kept by the District Court in Bielsko-Biała, 8th Economic Division of the National Court Register, under the KRS number: 0000741999, NIP (Tax ID No.): 9372715154, REGON (Statistical No.): 380848632

hereinafter referred to as the Processor

§ 11
General provisions

  1. The Data Controller declares that it holds the status of a personal data controller to the extent provided for by the law, including, in particular, Regulation of the European Parliament and of the Council (EU) 2016/679 of 27 April 2016 on the protection of natural persons in relation to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (hereinafter also referred to as GDPR), with respect to the set of data containing personal data of the Client’s customers under the Apilo service (formerly ErpBox) (hereinafter referred to as the Data Set) at: www.apilo.com.
  2. The personal data set will be processed with the use of the Service Provider’s IT system, through the Apilo platform.
  3. The Data Controller entrusts the Processor with the processing of personal data collected in the Data Set consisting, among other things, in their collection, processing and recording. The Processor agrees to process personal data only to the extent and for the purposes necessary to provide the Apilo service (formerly ErpBox) in accordance with the Service Regulations.

§ 12
Provisions

  1. The data processor is responsible for its own acts and omissions, for the negative consequences of misconduct committed by persons cooperating with it (regardless of the factual and legal basis of cooperation) and employees who carry out personal data processing. Such persons may be allowed to process personal data upon submission to and acceptance by the Controller of a written authorisation indicating their full name, as well as training on the principles of personal data protection conducted by the Processor and confirmed by a written statement from every training participant.
  2. The Controller is obliged to transmit the personal data contained in the Data Set in the form of tele-transmission on an ongoing basis. The Controller may also send the data in question in traditional form for the purpose of which a written report will be drawn up.
  3. The Processor undertakes to apply technical and organisational measures to secure the collected personal data to the extent specified in Articles 36-39 of the Personal Data Protection Act.
  4. The Processor is not entitled to assign the rights and obligations under this Agreement to any third parties without the prior consent of the Data Controller expressed in writing, otherwise being null and void. The Processor is also not entitled to subcontract even a part of the tasks under this Agreement to other entities, without the prior consent of the Data Controller expressed in writing, otherwise being null and void, subject to section 2.
  5. The Data Controller is authorised to conduct ongoing inspections of the manner and standards of the Processor’s performance of this Agreement.
  6. Any amendment to the provisions of this Agreement requires written form and approval.

§ 13
Data subcontracting

  1. The Processor shall comply with the conditions for the use of another processor under the relevant legislation. The subcontracting of Data takes place on the basis of a relevant agreement or other legal instrument that is governed by the EU law or the law of a Member State.
  2. In the event that the Processor subcontracts the data to another entity, that entity shall be bound by the same data protection obligations, respectively, as those stipulated in the agreement or other legal act between the Controller and the Processor, and in particular the obligation to provide sufficient guarantees for the implementation of appropriate technical and organisational measures so that the processing comply with the relevant provisions of the law and, as of 25 May 2018, particularly with GDPR requirements.
  3. The Processor uses the services of another processor, i.e.
    H88 S.A. (joint-stock company), with its registered office in Poznań,
    ul. Franklina Roosevelta 22,
    60-829 Poznań,
    entered to the Register of Entrepreneurs of the National Court Register kept by the District Court for Poznań – Nowe Miasto and Wilda in Poznań, 8th Economic Division of the National Court Register, under the KRS number: 0000612359, NIP (Tax ID No.): 7822622168