This Software as a Service Terms & Conditions (the “Terms & Conditions”) is entered into by and between the Customer and Grape Up Spółka z ograniczoną odpowiedzialnością with its seat in Krakow, Gabrieli Zapolskiej 44, 30-126 Kraków, Poland (“Grape Up”, “We”, “Our” or “Us”).
A Customer enters into a separate agreement with Grape Up by creating each account (filling in a respective form on the Website and accepting this Terms & Conditions) and Grape Up and Customer agree to be bound by this Terms & Conditions. Grape Up and Customer may be referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS, Grape Up has developed specific software, designed to scan and recognise VIN numbers and provide related online services, which runs and is hosted on a site on the World Wide Web administered by Grape Up (the “Services”). WHEREAS, Customer wishes to obtain access to the Services and Grape Up wishes to provide such access to the Services in accordance with the terms set forth below. NOW, THEREFORE, the Parties hereby mutually agree as follows:
Whenever in this Terms & Conditions a reference is made to any of the following terms, they shall be defined and interpreted accordingly:
API: an application programming interface developed by Grape Up and delivered to the Customer for the purpose of installation and integration into Customer’s system.
Business Day: any day which is not Sunday or Saturday or public holiday in the Territory.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in § 8 of the Terms & Conditions.
Customer: an individual or organization that accepts this Terms & Conditions and enters into an agreement with Grape Up concerning providing or ensuring the Services.
Customer ID: individual, unique identification tag assigned to Customer.
Customer Data: the data inputted by the Customer or Grape Up on the Customer's behalf for the purpose of using the Services or facilitating the Customer’s use of the Services.
Demo version: demonstration version of the Services made available on the Grape Up website for testing purposes.
Documentation: documents regarding the Services made available to the Customer by Grape Up in any form (i.a. in a printed form, in electronic form sent by e-mail or online through the use of Services) including an instruction on how to install and integrate the API with the Customer’s system and with the Software.
Effective Date: the day the Customer enters into an agreement with Grape Up by creating an account (filling in a form on the Website and accepting this Terms & Conditions).
Error: a failure of the Services to conform substantially to the Terms & Conditions or to the Documentation.
Fees: any fees due to Grape Up, including the Use Fees and other fees
Payment Provider: an entity obliged to host the Payment process as described in § 7 of the Terms & Conditions.
New Release: a new version of the Software made available by Grape Up which may correct known Errors or contain new or enhanced functionality of the Software.
Normal Business Hours: 9.00 am to 17.00 pm local time in the Territory on each Business Day.
Services: any services provided or ensured by Grape Up to the Customer under this Terms & Conditions, including access to the Software and VIN Usage during a Subscription Term.
Software: API and online software application, its modifications, upgrades, patches, New Releases and any other elements, provided by Grape Up as part of the Services and relevant licenses.
Standard Customer Support: Customer support services provided by the Supplier to the Customer concerning Services. Services within Standard Customer Support are provided during Normal Business Hours and include email support in all matters concerning: registration and account information, as well as receiving notifications concerning technical issues sent by e-mail or a dedicated form within the application (if available).
Subscription Term: each calendar month when the Services are made available to the Customer. A Subscription Term begins on the Effective Date or on the first day after the end of the previous Subscription Term in case of a continuation of Services.
Terms & Conditions: this document and any attached appendices or its amendment.
Territory: the territory of the Republic of Poland.
Use Fees - the fees payable by the Customer to Grape Up for the Services for VIN Usage and calculated at the end of each Subscription Term.
VIN Usage – total number of unique identifications of the VIN numbers performed by the Customer under specific Customer ID in a given Subscription Term
Website: the website located at: www.grapeup.com and its subdomains.
§2. Scope of the Terms & Conditions
- The scope of this Terms & Conditions is to regulate the rights and obligations of the Parties concerning providing or ensuring the Services.
- ensures, that it has enough knowledge and resources to perform Services within the scope of the Terms & Conditions,
- will perform all his obligations in accordance with provisions of the Terms & Conditions, Documentation and with utmost care resulting from the professional character of the business activity of Grape Up,
- ensures that all of his employees, agents, cooperators or subcontractors have the necessary knowledge and experience to perform the duties of Grape Up,
- shall deliver the Services through the Internet and is not liable for not providing its Services due to any breaks in the delivery of Internet signal.
- will use the Services only in accordance with intended use of the Software and restrain itself from any actions that may jeopardize the realization of Grape Up’s obligations,
- will use the Services in accordance with the provisions of this Terms & Conditions only in accordance with intended use of the Software.
- warrant that they have the legal right to enter into this Terms & Conditions,
- shall comply with all applicable laws and regulations with respect to their activities under this Terms & Conditions,
- shall carry out all their responsibilities set out in this Terms & Conditions in a timely and efficient manner.
- The Customer expressly agrees that Grape Up may commission, assign or otherwise transfer any part of its duties to subcontractors and that Grape Up may use third party materials to provide Services – without any additional consent or notification to the Customer.
- The Customer cannot, without prior written consent of Grape Up, assign or otherwise transfer any of its rights or obligations arising out of this Terms & Conditions.
- This Terms & Conditions will remain in full force in case of a merger, acquisition or sale of any of the Parties.
- Nothing in this Terms & Conditions is intended to create a partnership or a company between the Parties, or authorize either Party to act as agent for the other Party, or give the authority to act in the name or on behalf or to bind the other Party in any way (including, but not limited to making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
§3. Code of conduct
By using the Services and accepting this Terms & Conditions as a Customer, you declare and agree as follows:
- That you are a person at least 18 years of age. Persons under 18 are not allowed to use the Services unless an explicit consent of such person’s parent or legal representative for the usage of the Services and to process personal data of the person under 18 is delivered to Grape Up.
- That you will use the Services for purposes within your professional activity as an entrepreneur or an employee, agent or a contractor. That you will provide only real, accurate and up-to-date information to Grape Up. Using false identity or identity of other person without a legal basis is strictly forbidden.
- That you will maintain the security and confidentiality of any access data to your account.
- That you will not use the Services to store or disseminate any material that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, sexually explicit, unlawfully violent, discriminatory (i.a. based on race, gender, religious belief, sexual orientation, disability) or destructive, malicious or harmful (including viruses and malware).
- That during the course of use of the Services you will not store or in other way process data that is subject to professional secrecy (such as banking or telecommunication secrecy) or other secrecy rules regulated by the provisions of law, that may result in Grape Up being treated as a company obliged to abide by such specific secrecy rules.
- In case Grape Up learns of non-compliance with the abovementioned rules, Grape Up reserves the right to refuse or cancel providing the Services, terminate accounts or remove or edit Customer Data in its sole discretion. In case Grape Up decides to exercise such right in accordance with the provisions of Terms & Conditions Customer waives any right (including the right to compensation or damages) due to any loss of Customer Data or inability to use the Services.
- Grape Up warrants that for the duration of each Subscription Term it has and will maintain necessary rights, licenses, consents and permissions for the provision of the Services, including any respective licenses to open source or publicly distributed materials used in order to provide Services to the Customer, and in particular to grant the Customer the license under the provisions set forth in this paragraph. The Customer is aware that a part or parts of the Services may be provided using third party’s protected materials and that in such cases Grape Up may be acting as a licensee with the right to grant sub-license to the Customer. Any provisions of this paragraph shall apply accordingly to such sub-license.
- Subject to compliance with the provisions of this Terms & Conditions, Grape Up hereby grants the Customer with a limited, non-exclusive, non-transferable right to use the Services during each Subscription Term solely for the Customer's internal business operations, including the right to download, store and integrate API with Customer’s software and the right to use the Software for the purposes of provision of Services by Grape Up to the Customer.
- The license as described in this paragraph is given for each specific Subscription Term.
The Customer, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Terms & Conditions, shall not:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software or Documentation (as applicable) in any form or media or by any means – with the exception regarding API and an instruction on how to install and integrate the API with the Customer’s systems and with the Software – which may be copied, duplicated, downloaded, displayed, transmitted or used in a way that is strictly necessary in order to integrate the API with the Customer’s systems and the Software in order to use the Services provided by Grape Up; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Software and Documentation in other way by using the Services according to its dedicated purpose in order to build a product or service which competes with the Software or the Documentation; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party in a way that would result in Grape Up not being able to receive Use Fees per each use of the Services by the Customer or any third party, or
- attempt to obtain, or assist third parties in obtaining access to the Services in a way that would result in Grape Up not being able to receive Use Fees per each use of the Services by the Customer or any third party.
- Grape Up shall own all right, title and interest in the Software and Documentation or in some cases may act under a license granted by a third party and does not grant to the Customer any right, title and interest other that expressly granted in this paragraph.
The Customer shall own all right, title and interest in the Customer Data that is stored, distributed or transmitted using the Services and shall be solely liable for the accuracy, quality, integrity, legality, copyright, appropriateness and reliability of the data. Grape Up may access this data:
- whenever and to the extent necessary for the proper provision of Services,
- for the purposes of creating, training, modifying, testing or validating artificial intelligence models which models may be then further used by Grape Up or any third party authorized by Grape Up – as described in § 6 of this Terms & Conditions.
- The terms of this Terms & Conditions will apply to all New Releases.
- During the term of this Terms & Conditions, Customer grants Grape Up the right to use Customer’s logo and name on Grape Up’s websites and in press releases announcing the Customer relationship and identifying the type of Services purchased by Customer provided, however, that in case of press releases the wording of any such press release shall be presented in advance to Customer and the Customer does not object within a period of 2 Working Days.
§5. Hosting and Maintenance
- The Software is hosted by Grape Up. Grape Up ensures that hosting and maintenance of the Services will be executed with adequate security measures and procedures to protect stored and transmitted data.
- Grape Up may also host Customer Data. Due to the fact that the Services are provided in real time (data provided by the Customer is processed by Grape Up and the results are sent back to the Customer instantly) Grape Up is not obliged to keep any copies of Customer Data or results of Services after they were delivered to the Customer for a period longer than is necessary for the provision of Services. Thus the Customer is solely responsible for keeping any backup copies or archives of its data stored, distributed or transmitted using the Services. Grape Up may provide on the Customer’s explicit request, and on the condition that the Customer has paid all due Fees, a copy of Customer data stored by Grape Up on the occasion of termination of the Services, provided that Grape Up still keeps that data in a way that it can be attributed to the Customer.
- Grape Up may also from time to time issue New Releases of the Software. A New Release will be implemented automatically and does not require any activity of the Customer, but may cause a temporary break in the provisions of the Services.
- Grape Up reserves the right to perform maintenance works and will use its reasonable efforts to keep this works outside of Regular Business Hours. Maintenance may prevent the Services from being accessed or used by Customer during this time period. Grape Up will use its efforts to announce to Customer’s contact person via email any maintenance required outside of Regular Business Hours (24 hours in advance if possible under the circumstances). Operational maintenance not requiring a break in the accessibility of the Services may occur during normal business hours. Grape Up reserves the right to update its maintenance schedule at its sole discretion. Any updates to this schedule will be appropriately communicated to the Customer.
§6. Services Development
- Images of VIN numbers provided by the Customer while using the Services may be used by Grape Up to create, train, modify, test or validate artificial intelligence models. This processing may include compiling and organizing this data, loading images into databases on which algorithms are "learned", testing algorithms and validating their correctness, conducting research, creating and sharing studies (including publications, reports, analyses, statistics, compilations), obtaining appropriate permits, approvals and certifications required by law, regulation or market standards. Grape Up is entitled to use third parties to assist in the activities described above, and is entitled to share the data with third parties to the extent necessary for the development by such third parties of their own research, algorithms, and other activities. Grape Up will use reasonable effort in order to assure that while using or sharing images of VIN numbers anonymity of such data is maintained, in particular by making it impossible to assign images to a Customer ID. Since it is it is a common obligation of both Parties to protect personal data and since Grape Up does not have control over what can be seen on images sent to Grape Up apart from VIN numbers, the Customers shall always make sure that they send to Grape Up images that contain minimum amount of data (e.g. only VIN number).
- Algorithms, data bases, scripts, output of the work of algorithms or any other results of work as described in section 1 above, notwithstanding any provision in this Terms & Conditions, are the property of Grape Up or third parties that use Customer Data under Grape Up’s authorisation. Grape Up also retains (within the limits permitted by law) the rights to the databases created as a result of the work referred to in the first sentence of paragraph 1 above, as well as all output generated by the algorithms, and all output (including studies and their results, analyses, statistics, reports) created using the images of VIN numbers made by Customer.
§7. Payment Terms
- The Customer shall pay the Use Fees to Grape Up for performing the Services in accordance with the Terms & Conditions and with the current price list for the Services as available on the Website. The amount of Use Fees shall be based on Customer’s VIN usage for each Subscription Term and current price list for the Services.
- Payment for performing the Services shall be processed by a Payment Provider chosen by Grape Up and the Customer hereby expresses its explicit consent to any Payment Provider chosen by Grape Up. Grape Up ensures that if it chooses to use the services of a Payment Provider a respective Terms & Conditions and a data processing Terms & Conditions will be executed in order to ensure that adequate security measures and procedures are implemented to protect stored and transmitted data and payments. Grape Up will ensure the continuity of Services in case the current Payment Provider ceases to provide its services due to any reasons.
- For performing Services the Customer is obliged to pay to Grape Up, via a Payment Provider, a net remuneration according to the rates given in the price list published by Grape Up. The price list may be modified by Grape Up unilaterally from time to time with the Customers being informed at least 15 days prior to the change being introduced. Current price list will be available on the Website and may also be delivered to the Customer on demand. The price list for each Subscription Term will be binding in a form published on the Website on the last day of the previous Subscription Term.
- The remuneration will be paid for each Subscription Term at the end of each Subscription Term and based on the VIN Usage during that Subscription Term by the Customer.
- The remuneration will be charged automatically by the Payment Provider using the billing information provided by the Customer. In case the Payment Provider notifies Grape Up that the remuneration could not be charged using the billing information provided by the Customer or the Customer does not deliver billing information of the organisation, Grape Up will be entitled to disable access to the Services until respective remuneration is transferred to Payment Provider and to terminate the agreement according to § 11 section 2 of this Terms & Conditions.
- All Fees due by the Customer to Grape Up hereunder will be made free and clear of any offset or counterclaim, and without any deduction or withholding of any present or future taxes. If any such taxes are levied or imposed on any of the transactions arising from this Terms & Conditions, the Customer shall pay the full amount of such taxes (to Grape Up, Payment Provider, or the relevant taxing authority, as appropriate), and shall pay to Payment Provider any additional amount necessary to ensure that the net payment, after withholding or deduction of such taxes, shall be no less than the amount due for the transaction indicated in section 1 above.
- The invoice shall be issued on the last day of the Subscription Term and delivered upon the e-mail address given by the Customer. The Customer agrees that invoices may be delivered in an electronic form and by the Payment Provider or by Grape Up.
§8. Demo Version
- Grape Up may allow a Demo version of the Services to be used on a dedicated website.
- Using the Demo Version will not require downloading, installing or integrating API, thus the provisions of this Terms & Conditions regarding API and Documentation shall not apply to the Demo version.
- Demo version shall be used for testing purposes only and cannot be used for any commercial purposes. Usage of the Demo version may be limited by Grape Up, e.g. per the amount of uses per one IP. Whenever You are using the Demo Version Grape Up grants you a license to use the Software and any of its materials only within the scope of this paragraph 8. In particular the Customer may not copy any part of the website or the Software. Specific provisions of § 4 sections 2 and 3 do not apply to the license granted for the Demo Version and shall be substituted by this section.
- No Use fees are charged by Grape Up for using the Demo version. The provisions of § 7 shall not apply to Demo Version.
- By using the Demo version, Customer’s account is not created, nor the Customer ID is assigned.
- Grape Up is providing its Services in a form of a Demo Version free of charge, thus it has no obligation to continue providing them and may at its sole discretion and with no additional notice given to the Customers stop providing its Services in a form of a Demo Version. Due to this fact § 11 shall not apply to Demo Version and § 10 section 3 shall be amended with regard to Demo Version in such a way that any Grape Up’s liability towards the Customers using Demo Version shall be limited to 50 PLN to the extent acceptable by law.
Each Party may be given access to Confidential Information from the other Party in order to perform its obligations under this Terms & Conditions. Information will not be deemed Confidential Information if:
- is or becomes publicly known other than through any act or omission of the receiving Party;
- was in the other Party's lawful possession before the disclosure;
- is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
- is independently developed by the receiving Party, which independent development can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Each party will hold the other Party's Confidential Information in confidence and, unless required by law, not make the other Party's Confidential Information available to any third party, or use the other Party's Confidential Information for any purpose other than the fulfillment of its obligations out of this Terms & Conditions. For the avoidance of doubt use of data as described in § 6 does not breach the provisions of this § 9.
- Each Party will take all reasonable steps to ensure that the other Party's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Terms & Conditions.
- Neither Party will be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party and without such Party's fault.
- This paragraph will survive termination of this Terms & Conditions, however arising, and shall be binding for a period of 10 years following such termination.
- Except for the express warranties set forth in this Terms & Conditions Grape Up makes no other warranties. Grape Up neither warrants that the Services will be fit for the Customer’s business requirement, that the Services will cooperate with the Customer’s hardware or software, nor that the Services will meet any specific performance level.
- Except for either Party’s breach of its confidentiality obligations Grape Up will not be liable whether in tort, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill, and/or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, results of loss or corruption of data, charges or expenses however arising under this Terms & Conditions.
- Grape Up’s total aggregate liability in contract, tort, misrepresentation, restitution or otherwise, arising in connection with the performance of this Terms & Conditions shall be limited to the total Use Fees for 12 months immediately preceding the date on which the claim arose.
Nothing in this Terms & Conditions excludes the liability of the Parties:
- for death or personal injury caused by the Party's act or omission; or
- for any losses caused by intentional act or omission of the Party.
In no event shall Grape Up, its employees, agents and subcontractors be liable to the Customer to the extent that the alleged infringement is based on:
- a modification of the Software or Documentation by anyone other than the Supplier; or
- the Customer's use of the Services in a manner contrary to the provisions of the Terms & Conditions.
- In no event shall Grape Up, its employees, agents and subcontractors be liable for any loss or damage if it is a result of a breach of the obligation of the Customer set forth in § 3 of the Terms & Conditions.
- The Customer shall defend, indemnify and hold harmless Grape Up, its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's improper use of the Services or Documentation and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims.
Grape Up shall defend the Customer, its officers, directors and employees against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the fact that the Services infringe any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality or any other right, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
- Grape Up is given prompt notice of any such claim and that the Customer does not accept any claim or settlement without prior consent of Grape Up in a written form in order to be valid;
- the Customer provides reasonable co-operation to Grape Up in the defence and settlement of such claim; and
- Grape Up is given sole authority to defend or settle the claim.
- None of the Parties shall be in any way responsible for non-performance or improper performance of the obligations hereunder, if and to the extent that the performance of obligations is delayed or disrupted by force majeure circumstances which could not be foreseen by the Parties at the moment of conclusion of this Terms & Conditions.
- Such circumstances of force majeure shall include events beyond the reasonable control of a Party such as: earthquakes, floods, conflagrations, other natural disasters, armed conflicts and intervention, acts of terrorism, strikes, changes in legislation, failures of a utility service or transport or telecommunication network as well as other circumstances which can directly affect the Parties’ ability to fulfil the provisions of the Terms & Conditions.
- Should the force majeure circumstances prevent any of the Parties from complying with their obligations under this Terms & Conditions, then such Party shall be relieved from fulfilling this obligation for the period of duration of force majeure circumstances, provided that such Party forwards to the other Party, within 5 (five) Business Days, a letter about occurrence of force majeure circumstances, and takes reasonably required and adequate actions with a view to minimizing the damages to the other Party and resuming its ability to perform the obligations hereunder.
§11. Duration and Termination of the agreement between the Parties
- The agreement between the Parties will commences on the Effective Date and is executed for an indefinite period of time. The agreement can be terminated by the Customer at any time resulting in the provision of Services being stopped. The remuneration will be charged at the end of the last Subscription Term.
Without prejudice to any other rights or remedies to which the Parties may be entitled Grape Up may terminate the agreement without notice period and without liability to the Customer for important reasons including:
- when the Customer commits a material breach of any of the terms of this Terms & Conditions and (if such a breach is remediable) fails to remedy that breach within 14 days of that Party being notified in writing of the breach; or
- when the Customer breaches any of its obligations set forth in § 3 of the Terms & Conditions or in § 4 of the Terms & Conditions. In such case Grape Up may terminate the agreement immediately and without prior notice and also disable access to the Services or any material or Customer Data that causes the breach
- when the Customer becomes subject to a bankruptcy, insolvency, administration, reorganization or liquidation proceeding, or to any other similar or related company reconstruction, receivership or administration action, whether voluntary or involuntary, except as may be prohibited by adequate bankruptcy laws adequate to the debtor,
- when Grape Up ceases to provide Services using the Software or decides to change the model of providing Services.
Each notice shall be delivered:
- by the Customer – by e-mail to the address as given in § 13 section 1 of the Terms & Conditions,
- by Grape Up – by e-mail to the address provided by the Customer during registration.
§12. Terms & Conditions amendment
- This Terms & Conditions may be revised or updated by Grape Up at any time.
- If you are using the Demo Version of the Services you should review the Terms & Conditions posted on the Website periodically. Any changes introduced by Grape Up shall enter into force immediately after the new version of Terms & Conditions was posted on the Website. By continuing to use the Services you agree to these changes. If you do not agree to the changes you must discontinue to use the Services.
- If you are using the Services not in the Demo Version, then Grape Up will notify you of any changes in the Terms & Conditions at least 15 days prior to such changes being introduced. By continuing to use the Services after being notified and after the lapse of the period given in the notification you agree to these changes. If you do not agree to the changes you must discontinue to use the Services.
- The provisions of this Terms & Conditions may also be changed in a form of an annex accepted by both Parties in a written or electronic form (by e-mail to the address as given in § 13 section 1 of the Terms & Conditions).
§13 Final Provisions
- The Customer shall have the right to file complaints related to using the Services, in writing or by e-mail firstname.lastname@example.org. The complaint should contain data identifying the Customer, a brief description of the problem, and the demands related to the complaint. Grape Up shall confirm the receipt of a complaint by e-mail or in writing. Complaints shall be examined not later than within 30 (thirty) days of Grape Up receiving the complaint. Grape Up shall respond to a complaint via e-mail or in writing.
- All formal notifications, declarations of will and declarations of knowledge related to the agreement between the Parties unless any of the provisions of this Terms & Conditions expressly states otherwise, in order to be valid will be made in written form or electronic form and will be effective the moment the addressee is delivered such a notification or declaration signed by the Party making such notification or declaration.
- The Customer undertakes to notify Grape Up each time about changes to its addresses or other contact data, otherwise the correspondence sent to the previous address shall be deemed delivered after 14 (fourteen) days of the day of the first attempt to deliver the correspondence in case of a written form and on the day the attempt to deliver is made in case of delivery by e-mail.
- A waiver of any right under the agreement between the Parties is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to circumstances for which it is given. Cases involving lack of strict observance of the provisions of the agreement between the Parties by any of the Parties shall not be considered as waiver of rights or claims that both Parties are entitled to. They shall also not be interpreted as disclaimer of the obligation to observe the provisions of the Terms & Conditions in the future.
- Should any of the provisions of the Terms & Conditions be invalid or ineffective towards the Parties or a third party, the other provisions shall remain in force, except for the provisions whose content - after exclusion of the provisions invalid or ineffective towards a Party or a third party - cannot be reasonably reconciled with the remaining part of the Terms & Conditions. The provisions of the Terms & Conditions which are invalid or ineffective shall be replaced with valid and effective ones, whose content will be as close as possible to the initial intention of the Parties and the business purpose of the Terms & Conditions.
- The provisions included in the Terms & Conditions constitute the entire understanding between the Parties and replace any previous (including those not yet executed or completed) agreements, understandings or arrangements, whether written or oral, relating to the subject of the Terms & Conditions.
- Any disputes between the Parties arising out of the Terms & Conditions or relating to the provisions of the Terms & Conditions, including in particular: its performance, non-performance or improper performance, validity (including validity of this arbitration clause), effectiveness and interpretation the Parties shall attempt - in good faith - to resolve amicably in the course of direct negotiations. If after 30 (thirty) days following one of the Parties being called by the other Party for negotiations, amicable settlement in the course of negotiations turns out to be impossible, the court of competent jurisdiction for settlement of such disputes shall be the respective court for Grape Up domicile and the governing law shall be the Polish law.
- This Terms & Conditions is governed by the Polish law and should be interpreted accordingly.
- The content of the Terms & Conditions is available any time free of charge, and may be recorded by Customer by way of printing, saving or downloading thereof.