Terms of Service
Last updated 2026-10-12
These General Terms of Service (the “Terms”) set out the rules on which Startup Development House sp. z o.o., with its registered office in Warsaw, Aleje Jerozolimskie 81, 02-001 Warszawa, entered in the register of entrepreneurs of the National Court Register (KRS) kept by the District Court for the Capital City of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under KRS number 0000624654, NIP 5213739631, REGON 364787848, share capital PLN 619,800.00, e-mail: hello@startup-house.com (“SH”), provides to business clients software development services billed on a time basis, maintenance, support and hosting services, and subscriptions to SH products.
An Order is governed by the Terms in the version in force on the date on which it is concluded. SH archives successive versions of the Terms and makes them available on request.
Part I – General provisions
1. Definitions
1.1 SH – Startup Development House sp. z o.o. Client – the entrepreneur named in the Order. Parties – SH and the Client.
1.2 Order – a document signed by the Parties which refers to the Terms and specifies the scope of the Services, the team, the rates and the deadlines. Agreement – the Order together with the Terms.
1.3 Services – software development services (Part II), maintenance, support and hosting services (Part III) and subscriptions to SH Products (Part IV) described in the Order. Deliverables – code, documentation, designs, configurations and other works created for the Client as part of the Services.
1.4 SH Background IP – software, components, tools, templates, prompts, know-how and products of SH existing before the Order or created independently of it, together with their improvements of general application. SH Product – SH software, including an AI solution, made available to the Client on a subscription basis under an Order.
1.5 Personnel – employees, associates and subcontractors of SH who provide the Services. Affiliate – an entity which controls a Party, is controlled by it or is under common control with it; control means holding more than half of the votes or the right to appoint the majority of the members of the management board.
1.6 Business Day – a day from Monday to Friday, excluding statutory public holidays in Poland. SLA – the service levels set out in points U3 and U4. Civil Code – the Polish Civil Code. Copyright Act – the Polish Act on Copyright and Related Rights. GDPR – Regulation (EU) 2016/679. AI Act – Regulation (EU) 2024/1689. Data Act – Regulation (EU) 2023/2854.
2. Conclusion of the Agreement
2.1 The Terms constitute standard contractual terms within the meaning of Art. 384 of the Civil Code, made available at startup-house.com in a manner which allows them to be stored and reproduced. The Agreement is concluded by signing the Order, in which the Client confirms that it received the Terms before signing.
2.2 On behalf of SH, the Order is signed by two members of the management board acting jointly, a member of the management board acting jointly with a commercial proxy (prokurent), or an attorney-in-fact, in accordance with the entry in the KRS. If the Order covers a transfer of author’s economic rights, the Parties sign it with a qualified electronic signature or by hand, and the Terms form an annex to the signed document (Art. 53 of the Copyright Act). A power of attorney to sign requires the same form (Art. 99 § 1 of the Civil Code). Otherwise, the rights are transferred under a separate agreement concluded in that form, which the Parties shall conclude without delay after payment, at the request of either of them.
2.3 SH provides the Services to entrepreneurs only. The Client represents that it is entering into the Agreement in connection with its business activity and that the Agreement is of a professional nature for it.
2.4 The following prevail in this order: an individually negotiated agreement expressly amending the Terms, the Order and the Terms. The Client’s general terms of purchase and other standard terms do not apply, even if SH does not object to them.
2.5 The representatives of the Parties named in the Order may approve timesheets, priorities and scope changes by e-mail or in project tools. They may not change the rates, the limitation of liability or the governing law.
3. Performance of the Services
3.1 SH provides the Services with due professional care. The Services under Parts II and III are an obligation of due diligence (Art. 750 in conjunction with Art. 734 of the Civil Code). SH does not guarantee the achievement of any specific business result unless the Order expressly provides otherwise.
3.2 SH selects the methods, tools and Personnel, manages the Personnel and bears sole responsibility for them. The Client gives substantive instructions only. No employment relationship or temporary agency work arises between the Client and the Personnel.
3.3 SH may entrust the performance of the Services to subcontractors and is liable for them as for its own acts. The cooperation is non-exclusive.
3.4 The Client cooperates with SH (Art. 354 § 2 of the Civil Code): it provides access, materials and decisions within the agreed time limits, by default within 3 Business Days. Delays on the Client’s side extend the deadlines accordingly, and the idle time of reserved Personnel is payable at the rates set out in the Order.
3.5 SH maintains an information security management system based on the requirements of the ISO/IEC 27001 standard and, at the Client’s request, no more than once a year, answers a reasonable security questionnaire.
4. Fees and payments
4.1 The rates are net amounts, plus VAT. Invoices are issued in KSeF (the Polish National e-Invoicing System), and to Clients outside KSeF SH sends them by e-mail, which is deemed to constitute their delivery.
4.2 Invoices are payable within 14 days of issue. The Client raises objections to an invoice, with reasons, within 7 days and pays the undisputed part on time. Set-off requires SH’s consent.
4.3 Late payments bear statutory interest for delay in commercial transactions and compensation equal to EUR 40, 70 or 100 (Art. 10 of the Polish Act on Counteracting Excessive Delays in Commercial Transactions).
4.4 If payment is more than 14 days overdue, SH may, after 5 Business Days from a demand, suspend the Services without deleting data. The deadlines are then extended accordingly, and the SLA does not apply.
4.5 SH may change the rates and recurring fees once every 12 months by giving the Client 30 days’ notice. If the increase exceeds annual inflation (the GUS index) plus 3 percentage points, the Client may terminate the Order with effect from the date on which the increase takes effect.
4.6 Third-party costs (cloud, AI models, licences) are included in the fees to the extent specified in the Order. Costs beyond that scope and travel costs agreed in advance are re-invoiced by SH to the Client at cost, unless the Order provides otherwise.
4.7 SH may, without the Client’s consent, assign receivables arising under the Agreement to a third party, in particular to a factor or a bank. Upon receipt of a notice of assignment, the Client pays to the account specified in it.
5. Intellectual property
5.1 Upon payment of the fee for a given billing period, SH transfers to the Client the author’s economic rights to the Deliverables created in that period, in the following fields of exploitation (Art. 41(2) and (4), Art. 50 and Art. 74 of the Copyright Act): (a) permanent or temporary reproduction in whole or in part, including entering into computer memory and networks, running, displaying, applying, transmitting and storing; (b) translation, adaptation, rearrangement and any other alterations; (c) distribution, including lending and rental, and making available to the public over a network, including in the SaaS model; (d) with respect to documentation and designs – fixation and reproduction by any technique, placing on the market and use in advertising and promotion.
5.2 SH also transfers the exclusive right to authorise the exercise of derivative rights (Art. 46 of the Copyright Act) and ownership of the media on which the Deliverables were delivered, and ensures that the authors will not exercise their moral rights against the Client, its legal successors and licensees. The fee covers all fields of exploitation. Until payment, the Client may use the Deliverables, including in production, under a non-exclusive licence to the extent necessary for the ongoing performance of the Agreement. The licence expires if the Client fails to pay the fee despite a demand and the expiry of an additional period of 14 days.
5.3 SH Background IP remains the property of SH. To the extent that it forms part of a Deliverable, the Client receives a non-exclusive, perpetual and royalty-free licence, transferable together with the Deliverable, to use it as part of the Deliverable in the fields set out in point 5.1. SH may terminate it only in the event of non-payment; the Parties exclude the right of termination under Art. 68 of the Copyright Act.
5.4 Open-source software and other third-party materials are subject to their own licences. Without the Client’s consent, SH does not incorporate into the Deliverables code under strong copyleft licences (e.g. GPL, AGPL) in a manner requiring disclosure of the Client’s code.
5.5 Only human creativity is protected by copyright, so parts of the Deliverables generated with the use of AI may not constitute works; SH transfers all rights to them that it holds. SH warrants that, to the best of its knowledge, the Deliverables do not infringe the rights of third parties; this warranty does not cover materials supplied by the Client, third-party materials, changes made by other entities or elements made in accordance with the Client’s specification. If a third party brings such a claim against the Client, SH will join the dispute on the Client’s side and, within the limit set out in point 8.2, will cover the damages and costs awarded against the Client or the amount of a settlement concluded with SH’s consent, provided that the Client notifies SH of the claim without delay, does not acknowledge it without SH’s consent and provides the information necessary for the defence. SH may also obtain the necessary right or modify the infringing element and, where this is not possible, refunds the fee for that element.
5.6 SH may use the general knowledge, skills and experience gained in providing the Services, provided that it does not disclose the Client’s confidential information or reproduce the Deliverables.
5.7 If the work is carried out in an SH repository, SH delivers to the Client the source code of the paid Deliverables within 14 days of payment.
5.8 Points 5.1–5.3 and 5.7 do not apply to SH Products. An SH Product, including its updates, modifications, extensions, integrations and configurations – including those made at the Client’s request – remains the property of SH, and the Client uses it under the licence set out in Part IV, unless the Order provides otherwise. The warranty of non-infringement of third-party rights and SH’s obligations in the event of a claim under point 5.5 apply mutatis mutandis to SH Products.
6. Use of AI
6.1 SH uses AI tools only on business, enterprise or API plans which exclude the training of models on customer data. AI-generated code undergoes human review, testing and security scans. SH does not enter secrets or special categories of personal data into AI tools supporting the work of the Personnel.
6.2 The Client may restrict or exclude the use of AI in the Order. The outputs of AI models are probabilistic in nature, SH does not guarantee their correctness, and the Client ensures human oversight of decisions taken on their basis.
6.3 If SH develops an AI system which the Client places on the market or puts into service under its own name, the Client is the provider within the meaning of the AI Act. The Client itself classifies its use cases and ensures transparency towards users. To the extent that an SH Product is an AI system, SH is its provider, and the Client using it is the deployer.
6.4 SH may record and transcribe meetings using AI assistants, informing the participants accordingly. The Client may refuse to consent to this.
6.5 SH does not use the Client’s data to train general-purpose models.
6.6 If a provider changes or withdraws an AI model, SH will propose a replacement solution. The adaptation is billed at the rates set out in the Order, unless it is covered by a support package.
6.7 SH does not develop AI systems serving practices prohibited under Art. 5 of the AI Act, and it implements high-risk AI systems only under a separate agreement. To the extent permitted by law, SH is not liable for damage resulting from the use of AI outputs without the verification provided for in the documentation; this exclusion does not apply to damage caused intentionally or through gross negligence.
7. Confidentiality and personal data
7.1 The Parties keep confidential the information of the other Party obtained in connection with the Agreement, in particular commercial, technical, financial and organisational information, for the term of the Agreement and 5 years after its termination, and trade secrets and source code – indefinitely. The obligation does not apply to information that is publicly available without breach of the Agreement, was known to the Party earlier without an obligation of confidentiality, was lawfully received from a third party or was developed independently by the Party. Disclosure is permitted to advisers, subcontractors, insurers, financing entities and prospective acquirers bound by an obligation of confidentiality, and where required by law.
7.2 After the termination of the Agreement, the Parties, on request, return or delete confidential information, except for copies required by law, backup copies until they are overwritten, and copies and project documentation necessary to establish, pursue or defend claims.
7.3 Data processing. If SH processes personal data on behalf of the Client, the Agreement constitutes a data processing agreement within the meaning of Art. 28 of the GDPR. The subject matter and purpose of the processing is the provision of the Services, and its nature includes in particular storing, viewing, modifying, analysing, including with the use of AI models, and deleting data. The types of data and categories of data subjects are specified in the Order. In the absence of such specification, these are identification data, contact data and data on the use of systems, concerning employees, associates, customers and users of the Client’s systems. The Client entrusts SH with special categories of data (Art. 9 of the GDPR) and data relating to criminal convictions (Art. 10 of the GDPR) only where the Order so provides. The processing lasts for the term of the Agreement and the time necessary to return or delete the data. If the Client is itself a processor, SH acts as a sub-processor, and the Client ensures that the controller has consented to this.
7.4 SH’s obligations as processor. SH: (a) processes the data only on documented instructions from the Client, which are the Agreement and instructions given by e-mail, including with regard to transfers of data to third countries, unless SH is required to process the data by Union or Polish law – in which case it informs the Client of that requirement before processing, unless that law prohibits this; it also informs the Client without delay if an instruction infringes the law; (b) ensures that persons authorised to process the data have committed themselves to confidentiality; (c) applies the measures referred to in Art. 32 of the GDPR, including multi-factor authentication, encryption, access control, backups and vulnerability management; (d) assists the Client in fulfilling data subjects’ rights and the obligations under Art. 32–36 of the GDPR; (e) notifies the Client of a personal data breach without undue delay and no later than 36 hours after becoming aware of it; (f) after the end of the Services, at the Client’s choice, deletes or returns the data within 30 days, and from backups – within 90 days, unless the law requires their retention or – to the extent permitted by the GDPR – they are necessary for the defence of claims; (g) makes available the information necessary to demonstrate compliance with Art. 28 of the GDPR and allows audits no more than once a year, with 30 days’ notice and at the Client’s expense.
7.5 Sub-processors. The Client grants SH general written authorisation to engage sub-processors, in particular providers of cloud services, AI models and project tools. SH provides their current list in the Order or on request, and notifies the Client of any intended change by e-mail with 14 days’ notice. The Client may raise a justified objection and, failing agreement, terminate the Order without penalty. SH imposes equivalent obligations on sub-processors and is liable for them as for its own acts. Data are transferred outside the European Economic Area only on the basis of the mechanisms set out in Chapter V of the GDPR, in particular standard contractual clauses.
7.6 The Parties process the business contact data of each other’s representatives as separate controllers.
8. Liability
8.1 Liability under the statutory warranty for defects (rękojmia) is excluded (Art. 558 § 1 of the Civil Code, also in conjunction with Art. 638 of the Civil Code). Apart from the warranties expressly set out in the Terms, SH gives no other warranties.
8.2 The aggregate liability of each Party for non-performance or improper performance of an Order, and to the extent permitted by law also on other grounds, including in tort, is limited to the lower of: (a) PLN 200,000 or (b) the fees paid and payable under that Order in the 6 months preceding the event giving rise to the damage and, in the first 6 months of the Order, increased by the fees provided for the remainder of that period. Neither Party is liable for lost profits or indirect damage. SH is liable for loss of data only up to the cost of restoring it from the most recent backup, if making backups was SH’s responsibility.
8.3 The limitations and exclusions in point 8.2 do not apply to damage caused intentionally or through gross negligence, the Client’s payment obligations, the Client’s breach of point 5, point 9 or point S1, personal injury or liability which cannot be limited by law. A separate limit equal to twice the limit set out in point 8.2, but not less than PLN 100,000, applies to breaches of confidentiality and personal data protection.
8.4 SLA credits count towards the limit and are the sole monetary remedy for failure to meet the service level. SH holds professional liability insurance.
9. The SH team
9.1 During the term of the Agreement and for 24 months after the end of the last Order, the Client shall not employ or engage – directly or indirectly, in any form, including B2B – any natural person from the Personnel who provided Services to the Client within the 24 months preceding such employment, nor solicit such person to leave SH, unless SH gives its prior consent. General recruitment advertisements are permitted, but employing such a person as a result of them also requires SH’s consent.
9.2 SH’s consent must be given in documentary form. SH takes its decision at its own discretion and may make its consent subject to conditions. The Client has no claim for consent to be given, nor any right to take over a person from the Personnel for a fee.
9.3 For each employment or engagement of a person from the Personnel in breach of point 9.1, the Client shall pay a contractual penalty equal to six times that person’s Monthly Rate, within 14 days of a demand. The Monthly Rate is the average monthly net fee invoiced for that person in the last 3 months of their work for the Client and, where the work lasted for a shorter period, the fee planned under the Order. The Parties agree that the penalty corresponds to SH’s anticipated loss, comprising the costs of recruiting and onboarding a successor, the fees lost during the period of finding one and the expenditure on training and certifications. SH may claim damages exceeding the penalty (Art. 484 § 1 of the Civil Code).
9.4 During the same period, SH shall not actively solicit the Client’s employees involved in the performance of the Agreement to work with it.
9.5 The Client undertakes that the actions prohibited in point 9.1 will not be taken by its Affiliates or persons acting on its behalf (Art. 391 of the Civil Code); their actions are deemed a breach of point 9.1 by the Client. Point 9.1 does not apply to a person whose contract SH terminated on its own initiative. The provisions of point 9 shape only the obligations of the Parties and do not restrict any person’s freedom to choose their work.
10. Term and termination
10.1 An Order remains in force for the term specified in it and, in the absence thereof, for an indefinite term, with the notice period set out in Part II, III or IV.
10.2 Either Party may terminate an Order with immediate effect if the other Party materially breaches the Agreement and fails to remedy the breach within 30 days of a demand (14 days in the case of non-payment), and also – to the extent permitted by law – if the other Party ceases its business activity or becomes insolvent.
10.3 Upon termination of an Order, the Client pays for the Services performed up to that date and for accepted commitments to third parties. Points 4, 5, 7, 8, 9 and 12 survive the termination of the Agreement.
10.4 Neither Party is liable for the effects of force majeure, including widespread outages of cloud or AI model providers, if it notifies the other Party of it without delay. Where force majeure continues for more than 30 days, either Party may terminate the Order.
11. Miscellaneous
11.1 SH may use the Client’s name and logo in references until the Client objects. Case studies require the Client’s consent.
11.2 The Client consents to SH transferring its rights and obligations under the Agreement to an Affiliate of SH or to an acquirer of SH’s enterprise or an organised part thereof; SH notifies the Client thereof. In the event of a merger, division or transformation of SH, legal succession takes place by operation of law.
11.3 The Parties comply with anti-corruption, sanctions and export control laws. If the Client is an essential or important entity within the meaning of the legislation on the national cybersecurity system, SH cooperates on supply chain security and notifies serious incidents without undue delay.
11.4 The Parties send notices by e-mail to the addresses specified in the Order, and on SH’s side to: hello@startup-house.com. Wherever the Terms require written form, documentary form (Art. 77² of the Civil Code) is sufficient, including for termination. This does not apply to the transfer of author’s economic rights and a power of attorney for such transfer.
12. Governing law, disputes and amendments to the Terms
12.1 The Agreement is governed by Polish law.
12.2 Amicable dispute resolution. A Party notifies the other Party of a dispute by e-mail, stating its subject matter and its position. The dispute is resolved successively by: (a) the project managers, i.e. the representatives of the Parties named in the Order – within 14 days of the notification; (b) members of the Parties’ management boards – within a further 14 days; (c) a mediator in mediation conducted by the Mediation Centre at the Polish Chamber of Commerce (Krajowa Izba Gospodarcza) in Warsaw in accordance with its rules. The Parties seek to select a mediator with experience in disputes concerning IT services.
12.3 If the other Party does not join the mediation within 14 days of service of the request on it, or the mediation does not end in a settlement within 60 days of its commencement, either Party may bring an action before the court competent under point 12.4. Point 12.2 does not restrict the recovery of payment of invoices not disputed by the Client in accordance with point 4.2, applications for interim relief or steps necessary to interrupt the limitation period.
12.4 Disputes not resolved amicably are settled by the common court having jurisdiction over SH’s registered office.
12.5 SH may amend the Terms for important reasons, in particular due to changes in legislation, providers’ terms or the scope of services. The new version applies to new Orders and to ongoing Orders after the Client has been notified by e-mail at least 30 days in advance. The Client may then terminate the Order on the nearest termination date (Art. 384¹ of the Civil Code).
12.6 The invalidity of one provision does not affect the validity of the remaining provisions.
Part II – Software development billed on a time basis
R1 Scope. SH provides software development, design, testing, DevOps, data science and consulting services, billed according to the actual time worked. The services are performed by a team managed by SH or by specialists working within the Client’s team, where the Client sets the current priorities.
R2 Billing. The fee is calculated on the basis of the hourly, daily (8 hours) or monthly full-time (168 hours) rates specified in the Order. SH records time in a time-tracking system and, by the 3rd Business Day of the month, sends a report for the previous month. The report is deemed approved if the Client does not raise reasoned objections within 5 Business Days. Invoices are issued monthly in arrears.
R3 Overtime. Work performed at the Client’s request on Saturdays, Sundays and between 20:00 and 8:00 is billed at 150% of the rate, and on public holidays that are statutory non-working days – at 200% of the rate.
R4 Team composition. If, within the first 10 Business Days, the Client reasonably reports that a person is not suitable, SH will propose a replacement at no additional charge. Absences shorter than 5 Business Days do not require a replacement and are not invoiced.
R5 Reservation of a specialist. At the Client’s request, SH reserves a specialist for at least 1 month for a reservation fee specified in the Order. The specialist is ready to work within 5 Business Days of being called upon, and the fee for the month in which work starts is credited towards the fee for the work. The reservation may be terminated with one month’s notice.
R6 Conceptual work. The results of Discovery work, prototypes and PoCs are delivered as is and are not ready for production deployment.
R7 Termination. Either Party may terminate an Order or reduce the team with 30 days’ notice and, in the case of a team managed by SH, 60 days’ notice, with effect at the end of a calendar month. During the notice period, SH carries out a knowledge transfer; a transfer lasting longer than 10 Business Days is payable.
R8 Limit for specialists within the Client’s team. If the Personnel work under the Client’s day-to-day substantive direction, the limit set out in point 8.2 is the lower of: PLN 100,000 or the fees for the last 3 months.
Part III – Maintenance, support and SLA
U1 Scope and subscription fee. In return for a monthly fee payable in advance, SH maintains the Client’s software: it fixes bugs, performs updates and minor development, and monitors operation, within the pool of hours specified in the Order. Unused hours expire at the end of the month, unless the Order provides for carrying over up to 20% of the pool to the following month. Hours beyond the pool are billed in arrears at the hourly rate set out in the Order, and work on P1 tickets outside Support Hours – in accordance with point R3. SH is not liable for defects in software it did not create, including code taken over from the Client or third parties; fixing such defects and the initial familiarisation with such code are billed within the pool of hours or at the hourly rates.
U2 Hosting. The infrastructure runs on the accounts of the Client, who pays the providers directly (option A), or on SH’s accounts, with the costs included in the fee within the limits set out in the Order (option B). In option B, usage beyond the limits is re-invoiced at cost, and SH makes backups in accordance with the package. In option A, the Client is responsible for backups, unless the Order provides otherwise. Notwithstanding point 4.5, SH may change the fee with 30 days’ notice if the cost of the providers’ services, converted into the currency of the Order, changes by more than 5%, or if an AI model in use is withdrawn. In the case of an increase exceeding 10%, the Client may terminate the Order.
U3 Support hours and response times. In all packages, support is provided on Business Days between 9:00 and 17:00 official Polish time (“Support Hours”). Response and workaround times are counted only within Support Hours, and workaround times are targets, not guarantees.
| Priority | Foundation | Growth | Enterprise |
|---|---|---|---|
| P1 – system unavailable or security incident | response 4 h; workaround 1 Business Day | response 1 h; workaround 6 h | response 30 min; workaround 4 h |
| P2 – material function not working, no workaround | response 8 h; workaround 3 Business Days | response 4 h; workaround 2 Business Days | response 2 h; workaround 1 Business Day |
| P3 – limited impact, workaround exists | response 2 Business Days | response 1 Business Day | response 8 h |
| P4 – cosmetic issue or question | response 5 Business Days | response 3 Business Days | response 2 Business Days |
| Availability during Support Hours (option B) | 99.5% | 99.9% | 99.9% |
U4 Availability and credits. Availability is measured monthly by SH’s monitoring, only during Support Hours. It does not include planned maintenance announced 48 hours in advance (up to 8 hours per month), outages of cloud, AI model, DNS and CDN providers not caused by SH, causes attributable to the Client, periods of suspension of the Services under point 4.4, or force majeure. For availability below the target level, a credit of 5% of the monthly fee for the service applies, below 99.0% – 10%, and below 95.0% – 20%; total credits in a month do not exceed 20%. If availability falls below 95.0% in 3 months within a 6-month period, the Client may terminate the Order without notice.
U5 Term. Subject to point U6, the minimum term is 3 months, after which either Party may terminate the Order with 90 days’ notice. The costs of infrastructure ordered at the Client’s request under long-term commitments to providers are borne by the Client until the end of those commitments.
U6 Switching providers (Data Act). If hosting or a subscription to an SH Product constitutes a data processing service within the meaning of the Data Act, the Client may terminate the Order or initiate switching to another provider with 2 months’ notice. During the subsequent transitional period of up to 30 days, which in technically justified cases may be extended to a total of 7 months, SH: (a) continues to provide the service and ensures business continuity; (b) assists with the migration, supports the Client’s exit strategy and informs it of known risks; (c) exports in a machine-readable format all of the Client’s data and digital assets – data, Deliverables code, configurations, infrastructure as code and database dumps – except for SH’s internal monitoring and security configurations, if their disclosure would jeopardise SH’s trade secrets or the security of the service, and SH Products and SH Background IP not covered by a licence. The data remain available for download for at least 30 days, after which SH permanently deletes them, and the Order expires upon completion of the switching. SH charges no switching fees to the extent that the Data Act prohibits this. Work going beyond SH’s obligations under the Data Act is billed at the hourly rates.
Part IV – Subscription to SH Products
S1 Licence. For the duration of the subscription, SH grants the Client a non-exclusive and non-transferable licence to use the SH Product for the purposes of the Client’s own business and that of the Affiliates named in the Order, to the extent specified in the Order, in particular as to the number of users, locations or volume. The licence covers running, displaying and applying the SH Product and, if it is installed on the Client’s infrastructure, also reproduction to the extent necessary for those activities. The Client may not grant sublicences, make the SH Product available to third parties or modify it, and may decompile it only within the limits of Art. 75(2) of the Copyright Act. The licence expires at the end of the subscription.
S2 Fees and Product development. The subscription fee is payable monthly in advance, unless the Order provides otherwise. Implementation, configuration and additional work are billed in accordance with the Order or in accordance with Part II. SH develops the SH Product and may change its functions, provided that this does not materially restrict the functions described in the Order.
S3 Support and availability. Points U3 and U4 apply to an SH Product made available from SH’s infrastructure as they apply to hosting in option B, in the package specified in the Order and, in the absence of such specification, in the Foundation package. Credits are calculated on the monthly subscription fee.
S4 Data and outputs. SH acquires no rights to data entered by the Client into the SH Product or to outputs generated on their basis. To the extent that rights to the outputs vest in SH, the Client may use them without restriction, including after the end of the subscription. SH may use anonymised and aggregated data on the use of the SH Product for its maintenance and development.
S5 Term and termination. The subscription lasts for the period specified in the Order and is renewed for successive periods of the same length unless a Party gives notice of non-renewal no later than 30 days before the end of the current period. If the Order does not specify a period, the subscription is for an indefinite term, and either Party may terminate it with 30 days’ notice, with effect at the end of a calendar month. The Client’s rights under point U6 remain unaffected; the Order may provide for a pro rata fee for early termination of a fixed-term subscription. After the end of the subscription, SH makes the Client’s data available to it for download for 30 days and then permanently deletes them.
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