TERMS OF SERVICE
The Services under these Terms are provided by WITBEE sp. z o.o., address: Ordynacka Street 9/33, 00-364 Warsaw, Poland.
These Terms of Service contain the terms and conditions that govern the use of our Services available on or through the website: www.cloud.witbee.com (“Website”). In addition to these Terms of Service, Additional Terms may apply, supplementing these Terms of Services, especially regulating the use of particular Services. Acquainting and acceptance of Additional Terms is necessary for using the Services to which Additional Terms apply.
When accepted by you, the Terms form a legally binding contract between you and WITBEE. Please read these Terms carefully. By registering for, accessing, browsing, purchasing and/or otherwise using the Website and/or the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not access, browse, purchase or otherwise use the Website and the Services.
Our Services are provided exclusively to legal entities and/or sole traders for business purpose. By accepting these Terms, you announce that you are entering into a contract in connection with your business activity or are acting on behalf of such entity. If you are entering into these Terms on behalf of such entity, for example your employer or the company you work for, you represent that you have the legal authority to bind that entity.
In consideration of the foregoing, the parties agree as follows:
Additional Terms - additional legal conditions governing the use of particular Services, the acceptance of which might be condition for purchasing the Services (if applicable).
Guidelines - additional guidelines, rules or procedures applicable to the particular Services and their specific features which may be posted on the Website or otherwise made available on or through the Services;
Website – www.cloud.witbee.com or its sub domains or domains with identical names under other top domains owned by WITBEE.
WITBEE (or Supplier) - WITBEE spółka z ograniczoną odpowiedzialnością z siedzibą w Warszawie, address: ul. Ordynacka 9/33, 00-364 Warsaw, Poland, KRS: 0000623475, NIP: 5252662720, REGON: 364731210, registry court: Sąd Rejonowy dla m.st. Warszawy w Warszawie – XII Wydział Gospodarczy Krajowego Rejestru Sądowego, share capital: 30.000,00 PLN – the owner of the Website; Service provider;
Client - means a natural or legal person who has accepted the Terms and has registered the Account in connection with its business activity;
Account - an account on the Website, the primary means for purchasing, accessing and using the Services;
Services – paid, cloud computing based services for collecting and converting data from the web-objects into information, for their further use by Client for business analysis, consisting of a set of services for the integration of Google products, web-objects, and third-party services, available on or through the Website, provided by WITBEE;
Fee - regular payment for using the particular Services; a list of Fees is available on the website www.witbee.com/pricing; list of Fees constitute an integral part of these Terms;
Client Data - any digital data and information (including personal data) that Client submits to the Services, which are subject to the Services or otherwise provided, collected, processed or stored using the Services by the Client;
Witcloud - the integrated cloud computing solution for providing the Services owned by WITBEE, including applications, software, computer codes, processing software (means Witbee’s server-side software and any upgrades, which analyzes the Client Data and generates the reports), Tracking codes, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith;
Tracking code - tracking code, which is installed on any web page, app, or other property under Client control that sends data to WITBEE for the purpose of collecting Client Data in connection with providing particular Services, together with any fixes, updates and upgrades.
2. GENERAL CONDITIONS
The use of the Services is possible only for logged-in Clients, after creating an Account, accepting these Terms of Services, Additional Terms (if applicable) and purchasing a specific Service.
Client undertakes to use the Website and Services in accordance with applicable law, rules of social conduct and the provisions of these Terms and Additional Terms (if applicable).
You must create an Account to purchase and use the Services.
Only an entrepreneur (a person who purchases the Services in connection with their business activities) may set up an Account, purchase and use the Services. By creating an Account or using the Services, you declare that you are an entrepreneur or you act on behalf of or for the benefit of such entity, you are fully authorized to act on behalf of such entity, including the imposition of obligations under this agreement on such an entity, and you have full legal capacity.
It is forbidden to create an Account for another person or entity without their permission and authorization.
The Account will be activated by clicking on the link sent by WITBEE to the e-mail address provided in the form.
Client is obliged to keep all login details confidential. In the event of any disclosure, loss or unauthorized use of login details, Client is obliged to notify WITBEE immediately.
By creating an Account, you declare that:
By providing us with your data during registration and during the purchase and use of Services, you declare that these data are up-to-date and truthful and you undertake to update them on an ongoing basis. If you do not inform us about the change of your data, all letters and notices addressed to the address given to us will be considered effectively delivered.
Creating an Account means entering into an account agreement between you and WITBEE. Based on this agreement, you gain access to the panel that allows you to purchase and manage the Services.
WITBEE may refuse to set up an Account and refuse to enter into a contract with you without giving a reason.
If you do not have any Services purchased, you can cancel your Account at any time. In this case WITBEE may also delete your Account anytime without giving a reason.
You may not, without Supplier’s prior written consent, create an Account and/or access the Services (a) if you are a competitor of WITBEE, (b) to monitor the availability, performance or functionality of the Services or (c) for other benchmarking or competitive purposes.
Client agrees to receive e-mail messages from WITBEE, including: commercial information regarding the products and services of WITBEE or its affiliates, system information and information on difficulties, changes or interruptions in the Website or Services activities.
Client accepts that Witbee’s support staff may log in to the Account in order to manage, maintain or improve service, including to provide the assistance with technical or billing issues.
Client takes full responsibility for its own, and third party, use of Account.
PURCHASE OF THE SERVICES
The description and specification of all the Services we provide, as well as the method of their purchase and fees, can be found on the Website.
The conditions for concluding a contract of Service are:
creating an Account and accepting these Terms,
acceptance of the Additional Terms (if applicable),
accepting the payment method and ordering the Service.
Client may order the Services through the Account panel, where he/she has the option to choose a Service, the appropriate plan and method of payment.
The condition for this is to log in to your Account in advance. If you do not have an Account, you should first set up and activate such an Account.
Client is obliged to provide his/her data indicated in the order form, necessary for correct invoice and billing, including the company name, address, email, phone, number in the relevant business register and tax number, as well as other data necessary for settlements and to inform WITBEE about any change to such data.
The conclusion of the contract and the launch of the Service takes place upon the fulfillment of the following conditions:
having an active Account,
providing the required company data,
choosing the payment method,
acceptance of the Additional Terms (if applicable),
clicks on the "Order with payment obligation" button (or other similar button).
By clicking the "Order with payment obligation" button (or other similar button), Client activates the selected Service, thereby concluding a service contract between him/her and WITBEE, with the exception of item 9 below.
WITBEE sends an email confirming the launch of the Service, which is only informative and declaratory - the conclusion of the service agreement and the launch of the Service occurs immediately by clicking on the button " Order with payment obligation" (or other similar button) - in accordance with the previous provisions, specified above, with the exception of item 9 below.
WITBEE may refuse to enter into a service agreement without giving a reason.
The use of the Services is subject to a Fee. Upon signing-up for an Account, the Client may select a Service. Different Fees may apply to different Services and plans.
Information about Fees for each Service are available on the website www.witbee.com/pricing.
The Fee for the Services consists of the fixed monthly fee and additional fee for the out-of-scope usage (if applicable).
The Fee for the Services shall be payable in US dollars for companies registered outside Poland and Polish zloty for companies registered in Poland.
The Services shall be paid on a prepayment basis by credit / debit card, through the payment processing system, before the start of the billing period. The billing period is a calendar month. Any additional Fees for out of scope usage of the Services during the billing period shall be paid by the credit / debit card in arrears at the end of the billing period, within 3 days. WITBEE will issue an invoice to the Client, which will be available through the Account in the "invoices" tab.
The monthly fixed Fee for the first billing period is calculated proportionally to the number of days remaining until the end of a given billing period.
At the Client's request, if WITBEE agrees to it in writing, the Parties may agree on an individual method of settlements. In particular, the Parties may define a specific budget on the basis of which the Services will be provided. In this case, payment of the Fees by the Client shall take place in advance on the basis of an invoice issued by the Supplier by bank transfer to the Supplier’s bank account marked on the invoice. The invoice payment date is 7 days from the date of invoice receipt. The day of payment is the date of crediting the transfer on the Supplier's bank account. Client agrees to receive invoices in electronic form to the email address assigned to the Account or via the Account in the invoices tab.
Regardless of the payment method, WITBEE shall have the right to postpone the Services provision until they are fully paid by the Client.
All Fees are exclusive of all taxes, levies or duties applicable under any applicable law. Client is solely responsible for the payment of such taxes, levies or duties, including for example, value-added, sales or withholding taxes, assessable by any jurisdiction whatsoever, except that WITBEE is solely responsible for income taxes assessable against WITBEE based on WITBEE’S net income. In the event that taxes must be withheld from payments to WITBEE, the Client will increase the payment to WITBEE so that the amount received by WITBEE is the same as it would have been if no taxes were withheld.
All Fees are non-refundable. It means that there are no refunds for periods where the Client did not use an activated Service, used it only partially, or deactivated the Account/Service or terminated these Terms during an ongoing billing period. Cancellation of the Service during the current billing period results in the immediate chargeability of usage Fees outside the scope of the fixed monthly Fee, if applicable.
After the delay with any payment, the Supplier may demand from the Client the payment of default interest for the period from the moment when the obligation to pay becomes payable until the performance is fulfilled.
WITBEE can, at its sole discretion, make available a free trial version of the Services to the Client for limited use. The provision of the trial version of the Services shall last 14 (fourteen) days. The Client agrees that during the trial period only limited Services shall be provided to the Client and for the sole purpose of testing and trying the Services. After the lapse of the 14-day trial period, the Client shall pay for the next period of Services provision, or (b) the Client shall cease to use the Services for any purpose. If the Client does not cease to use the Services after the lapse of the 14-day trial period, the Client shall be obliged to pay for the Services. WITBEE shall have the right at any time during and/or after the 14-day trial period to stop providing the trial Services to the Client.
All rights to the Client Data belong to the Client. If the Client uploads Client Data, such data and any processing of such data must be in compliance with these Terms and applicable law. By uploading Client Data to the Supplier, the Client authorizes Supplier to process the Client Data due to these Terms of Service.
Client is entirely responsible for Client Data that is uploaded, transmitted, or otherwise made available through the Services and the consequences of using it for the needs of Services. The Client is responsible for ensuring and warrants that:
Client do not create, transmit, display or make otherwise available any Client Data that violates these Terms, the rights of Supplier, other persons or organizations or is harmful (for example viruses, malware and other destructive codes), invasive of another’s privacy, hateful or otherwise unlawful;
Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to process or otherwise use the Client Data in a manner consistent with the intended features of the Services and these Terms,
Supplier’s use of such Client Data pursuant to these Terms do not and will not: (a) infringe, violate, or misappropriate any third-party right, (b) violate any applicable law or regulation anywhere in the world, (c) require obtaining a license or paying any fees and/or royalties by Supplier to any third party for providing Services or for the exercising of any rights granted in these Terms.
Supplier is not obliged to monitor or filter any Client Data or acts of its processing by the Client in order to discover any unlawful nature therein. If Client Data or the action of its unlawful processing violates applicable laws, rules or these Terms, Supplier may deny its uploading, temporarily or permanently remove the unlawful Client Data or restrict access without notice.
It is forbidden to upload information containing illegal content, in any way violating the law.
Supplier may only use Client Data to which Client grants access, for the following purposes:
(a) to provide The Services and technical support, (b) to collect the Services statistics (which will not include personal data), (c) to improve and enhance the Services (data is collected in anonymized form), (d) to showcase the results of using the Services (only upon prior agreement and to the agreed extent), (e) if required by court order, law or governmental agency.
Client agrees that Client is solely responsible for its use of the Services, especially including (a) making appropriate use of the Services to ensure a level of security appropriate to the risk in respect of the Client Data; (b) securing the account authentication credentials, systems and devices Client uses to access the Services; (c) securing Client’s systems and devices that it uses with the Services; and (d) maintaining its own backups of Client Data.
Client may use the Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and in applicable law. By way of example, the Client must not:
use the Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Services, Witcloud or any part or element thereof, or attempt to extract the source code thereof;
use the Services or any part or element thereof unless it has agreed to the Terms.
The Client must not, without Supplier’s expressed prior written consent (in writing):
sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Services available in whole or in part to any third persons;
use the Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created;
In particular, Witbee is authorized to block access to the Account and Services in the event of the Client acting to the detriment of Witbee, the Client’s breach of applicable law or Terms, as well as when blocking access to the Account is justified for security reasons.
Witbee reserves the right to conduct maintenance and technical breaks, which may cause difficulties or prevent the Client from using the Services. The Provider shall, as far as possible, publish information on the expected date of breaks in access and their duration.
INTELLECTUAL PROPERTY RIGHTS
All of the Services, the Witcloud (including applications, software, computer codes, Tracking codes, hardware, databases, interfaces, associated media, documentation, updates, new releases and other components or materials provided therewith), the Website (including the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Website), Witbee trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Witbee. Copyright, trade dress, patents, trade secrets, trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws protect them. Witbee retains all right, title and interest in the Services, Witcloud, Website, trade names and trademarks, and any parts or elements. Your use of the Services, Witcloud and Website, and any parts or elements, does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Services, Witcloud or Website is strictly prohibited unless you have received the expressed prior written consent from Witbee. Witbee reserves all rights to the Services, Witcloud and Website.
The Client acknowledges that, in connection with the conclusion of this agreement, he/she does not acquire any copyrights to the Services, Witcloud and Website.
The Client expressly acknowledges that he/she does not acquire any ownership rights by downloading any copyrighted material from or through the Website, Witcloud or the Services. He/She shall not copy, distribute or publish any content or any information obtained or derived therefrom except as permitted on or through the Services.
The Services, Witcloud, Website, and all intellectual property rights therein are, and will remain, the property of Witbee. All rights in and to the software not expressly granted to you in this agreement are reserved and retained by Witbee and its licensors without restriction, including, Witbee’s right to sole ownership of the software and documentation. Without limiting the generality of the foregoing, you agree not to (and not to allow any third party to): (a) sublicense, distribute, or use the Services or software outside of the scope of the license granted in this agreement; (b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the software or otherwise attempt to discover any source code or trade secrets related to the Service; (c) rent, lease, sell, assign or otherwise transfer rights in or to the software or the Service; (d) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the software.
Subject to the Terms, if it is necessary to use particular Services: (a) Witbee grants Client a limited, revocable at any time, non-exclusive, non-sublicensable license to install, copy and use the Tracking code solely as necessary for the Client to use the Service on his/her properties (means marked web page, app, or other property under Client’s control that sends data to the Services) and in accordance with the Terms; and (b) the Client may view and download the Client’s reports.
Client will not (and the Client will not allow any third party to) (a) copy, modify, adapt, translate or otherwise create derivative works of the software or the documentation; (b) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the software; (c) rent, lease, sell, assign or otherwise transfer rights in or to the software, the documentation or the Service; (d) remove any proprietary notices or labels on the software or placed by the Service; (e) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service or the software; or (f) use data labeled as belonging to a third party in the Service for purposes other than generating, viewing, and downloading reports. The Client will comply with all applicable laws and regulations in Client’s use of and access to the documentation, software, Service and reports.
THIRD PARTY PRODUCTS AND SERVICES
Use of the Services may require integration with third party services and products (e.g. products or services provided by Google or Facebook). The Website and the Services may contain links to the products or services of such third parties. WITBEE does not endorse any such third party products or services. The Client’s use of third party products or services is at the Client's sole risk. The Client is responsible for the correct configuration of such third party products or services. WITBEE makes no express or implied warranties with respect to third party products or services. The Fees for using the Services do not include the services of third parties, the Client is obliged to pay for such products or services directly to their suppliers.
The Services and any content or features made available in conjunction with or through the Services are in Beta version and are provided “as is” and “as available”, without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable laws, WITBEE excludes and disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchant ability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
WITBEE and its affiliates do not warrant that the Services and any content or features made available in conjunction with or through the Services will be uninterrupted or error-free, that defects will be corrected.
WITBEE and its affiliates do not warrant or make any representations or commitments about the functionality of the Services, or their reliability, availability, or ability to meet the Client’s needs.
Client agrees to defend, indemnify and hold harmless WITBEE and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of Client’s use or misuse of the Services, violation of these Terms, violation of the rights of any other person or entity.
LIMITATION OF LIABILITY
To the extent permitted by law, WITBEE shall not be liable for non-performance or improper performance of the Services or Terms. Subject to the provisions below WITBEE is liable only and exclusively for Client's actual damages caused to him by willful misconduct.
In no event shall the aggregate liability of WITBEE and its affiliates to the Client arising out of or related to this Terms shall exceed the total amount of 70% of the most recent annual Fees amount for Services paid to WITBEE under these Terms, excluding additional Fees for out of scope usage of the Services. The Parties agree that this clause represents a reasonable allocation of risks.
In no event will WITBEE has any liability for any lost profits, indirect looses.
Especially, WITBEE shall not be responsible for the consequences of the decisions made by the Client, based on the Services provided.
The limitation of the liability, referred to in items 1-4 above, will apply regardless of whether the liability is contractual or tort and irrespective of the theory of liability.
Any of the above limitations of WITBEE liability also apply to the annexes to these Terms.
MODIFICATION OF THE SERVICES
We are constantly changing and improving our Services. We may unilaterally modify, add or remove functions or features, and we may suspend or stop a Service altogether. Especially WITBEE reserves the right to modify or stop the Services or any part or element thereof without prior notice, including, without limitation, the right to:
stop providing the Services or stop developing any particular Service temporarily or permanently;
take such action as is necessary to preserve WITBEE’S rights upon any use of the Services that may be reasonably interpreted as violation of WITBEE’S intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.
As applicable, Client may be notified of such changes or modifications when logging in to the Account.
All changes and modifications of the Services will become effective immediately. By continuing to use the Services or any part or element thereof, Client agrees to this changes and modifications. If Client does not agree to the modified Services, he/she should discontinue the use of the Services. In this case, the Client is obliged to pay the Fees for the applicable billing period.
WITBEE shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Services, or any part or element thereof.
MODIFICATIONS TO THE TERMS AND FEES
WITBEE reserves the right, at its sole discretion, to unilaterally change all or part of these Terms (including the Fees) at any time by notifying the Client by posting such changes on or through the Website, the Services or by email.
If Client uses a free trial version of the Services, all modifications of the Terms will be effective immediately. If the Customer does not agree to the modifications, he may terminate these Terms and not use the Services.
If the Client uses the paid Services, the following conditions apply:
Unless WITBEE specifies a shorter period (e.g. due to changes in the law or sudden circumstances, e.g. due to a change in Google Cloud Platform rates), the modifications to The Terms and / or Fees take effect upon next billing period (a calendar month is a billing period). If the Client does not agree to the new Terms, he may terminate the Terms before the expiry of current billing period, with effect at the end of the billing period, and stop using the Services. If the Client fails to terminate, the new Terms and / or Fees will apply from the new billing period.
In the event that WITBEE determines that the Terms and / or Fees are modified before the expiry of the billing period or immediately, the Client may immediately terminate these Terms with immediate effect and stop using the Services. Otherwise, the new Terms and / or Fees shall apply from the effective date indicated by WITBEE.
Either party may terminate these Terms at any time with a notice.
Upon any termination of these Terms, WITBEE will stop providing, and the Client will stop accessing the Account and will stop using the Services. With a moment of notice, Client loses access to the Account and the Services.
In the event of termination of the Terms, Client is obliged to delete all copies of the Tracking code from all web pages, apps, or other property under the Client’s control that sends data to WITBEE and certify thereto in writing to WITBEE at his/her request within 7 business days of termination.
In the event of any termination:
Client will not be entitled to any refunds of any Fees, and
any outstanding balance for the Services rendered through the date of termination will be immediately due and payable in full and
from the moment of termination, the provision of Services will be discontinued, historical data will be available on the Client’s Big Query Google Cloud project, but new data will not be refreshed.
WITBEE shall not be liable for any damage or lost of profits caused by the termination of these Terms.
JURISDICTION AND APPLICABLE LAW
These Terms will be governed by and construed under the laws of the Republic of Poland.
All disputes arising from these Terms shall be submitted to the jurisdiction of Polish courts. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Republic of Poland.
The competent court is the court having jurisdiction over the seat of WITBEE.
The system requirements for using the Services are set out on the Website.
Any complaints regarding the functioning of the Website or Services should be reported to firstname.lastname@example.org and should contain your name and a return email address. Complaints will be processed within 30 business days of receipt.
If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without WITBEE’S prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable.
Any annexes to the Terms constitute its integral part.
ANNEX 1 - DATA PROTECTION ADDENDUM
This Data Protection Addendum (“Addendum”) is entered into by and between WITBEE and Client. This Addendum applies to WITBEE’S processing of Client Personal Data under the Terms executed between WITBEE and Client for WITBEE’S provision of the Services.
For purposes of this Addendum, the terms below have the meanings set forth below. Capitalized terms that are used but not defined in this Addendum have the meanings given in the Terms. Terms with no other defined meaning have the meaning defined in the provisions of the GDPR.
GDPR - Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation)
Client Personal Data – means any Client Data (as defined in the Terms) that is personal data within the meaning of the GDPR. For purposes of this Addendum, Client Personal Data does not include personal information of employees or other representatives of Client with whom WITBEE has a direct business relationship.
Affiliate – means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity, where “control” refers to the power to direct or cause the direction of the subject entity, whether through ownership of voting securities, by contract or otherwise.
Subprocessor – means any third party authorized by WITBEE or its Affiliates to process any Client Personal Data.
Third Party Subprocessor – means any Subprocessor who is not an Affiliate of WITBEE.
SCOPE OF THIS ADDENDUM
The parties acknowledge and agree that (a) WITBEE is a processor of the Client Personal Data under GDPR; (b) Client is a controller of the Customer Personal Data under GDPR; and (c) each party will comply with the obligations applicable to it in such role under GDPR with respect to the processing of Client Personal Data.
On the terms set out in this Addendum and to enable WITBEE to provide the Services to the Client, the Client hereby entrusts WITBEE with the processing of Client Personal Data, and WITBEE undertakes to process Client Personal Data in accordance with the Terms and this Addendum, as well as in accordance with the applicable law, including GDPR.
The Client hereby declares that he is the administrator within the meaning of article 4 point 7 of the GDPR in relation to the Client Personal Data and is responsible for the lawfulness of their acquisition and for the fulfillment of the information obligation towards persons to whom the Client Personal Data relates. WITBEE hereby declares that it has knowledge of its relevant obligations under the provisions of the GDPR, and that, as a professional entity processing personal data, it has the required human resources (qualified and experienced personnel), infrastructure, software and hardware, and conditions enabling the proper implementation of the GDPR in its business.
THE SCOPE OF PRECESSING
purpose of processing: Client Personal Data is processed in order to provide the Services in accordance with the Terms.
nature of the Processing: The nature of the processing of personal data corresponds to the method of processing the Client Personal Data specified in the Terms and results from the nature of the Services provided.
categories of personal data: The categories of Client Personal Data are such categories as Client is authorized to process into the Services under the Terms.
data subjects to whom the processing pertains: All entities whose personal data are subject to transfer to WITBEE in connection with the Services provided, in particular, these entitles usually include: Client’s customers.
The Client is the controller of Client Personal Data and he is obliged and should have knowledge of the personal data he processes and what data he transfers to WITBEE. When using Google Analytics Universal, Google Analytics Premium or Google Analytics 4 services and system, WITBEE as a processor indicates / suggests to the Client what data may constitute personal data in the context of the above services.
data category: Internet identifiers
the scope of data: internet protocol addresses, client identifiers (user id - if the Client has such an implementation), CID Google Analytics, name, surname, email address
operations, nature and form of processing: streaming from the website or other Client’s database to the Client’s database in the Google Cloud - Big Query environment or other specified by the Client. The nature of the transmission is permanent, electronic form.
processing period: to the controller’s decision to remove or stop using the Service by the Client
OBLIGATIONS OF THE PROCESSOR
The processor undertakes to process the Client Personal Data only on documented instruction from the controller, only on the terms of the Terms, this Addendum and to the extent and for the purpose indicated therein. In particular, the processor will not process the Client Personal Data for its own needs, nor will it disclose the Client Personal Data to third parties without the prior consent of the controller. By entering into the Terms, Client instructs WITBEE to process Client Personal Data to provide the Services.
upon a justified request of the controller, provide him with up-to-date information on technical and organizational measures used by the processor to secure the Client Personal Data,
assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 GDPR taking into account the nature of processing and the information available to the processor,
takes all measures required pursuant to Article 32 GDPR,
keeps the Client Personal Data confidential and to ensure that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality,
taking into account the nature of the processing, assists the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the controller's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR;
at the choice of the controller, deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless applicable law requires storage of the personal data,
makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.
To the extent GDPR include a right for Client to audit WITBEE'S processing of Client Personal Data, Client will exercise such audit right, and WITBEE will fulfill its corresponding obligations, as follows:
The controller or auditor authorized by the controller has the right to conduct audits agreed with the processor. The purpose of the audit is to verify the compliance of the activities undertaken by the processor with the provisions of the GDPR.
Not more than once per calendar year and at Client’s expense, Client may audit Witbee’s processing of Client Personal Data for compliance with its obligations under this Addendum by submitting reasonable requests for information, including security and audit questionnaires. WITBEE will provide written responses to the extent the requested information is necessary to confirm Witbee’s compliance with this Addendum.
If a third party authorized by controller is to conduct an audit, WITBEE may object to the auditor if the auditor is, in Witbee’s reasonable opinion, not independent, a competitor of WITBEE or otherwise unqualified. Such objection by WITBEE will require Client to appoint another auditor or conduct the audit itself.
Client will promptly notify WITBEE of any non-compliance discovered during the course of an audit and provide WITBEE any audit reports generated in connection with any audit, unless prohibited by applicable law. Client may use the audit reports only for the purposes of meeting Client’s regulatory audit requirements and confirming that Witbee’s processing of Client Personal Data complies with this Addendum.
Client shall refund WITBEE for any time expended by WITBEE or its subprocessors in connection with any audits at Witbee’s then-current professional services rates, which shall be made available to Client upon request. Client will be responsible for any fees charged by any auditor appointed by Client to execute any such audit. Nothing in this Addendum shall be construed to require WITBEE to furnish more information about its third party subprocessors in connection with such audits than such third party subprocessors make generally available to their customers. Nothing in this section shall require WITBEE to breach any duties of confidentiality.
Nothing in this Addendum will require the processor to disclose the controller or its external auditor, or allow the controller or its external auditor to access:
any data of any other customer of the processor;
any internal accounting or financial information of the processor;
any business secrets of the processor, including its know-how or trade secrets;
any other data that, in the reasonable opinion of the processor, may threaten the security of any system of the processor or cause the processor to breach its obligations under the GDPR or its security or privacy obligations towards any customer or any third party;
any other data that the controller or its third party auditor wishes to access for any reason other than the good faith fulfillment of the controller's obligations under the GDPR.
NOTIFICATION OF A PERSONAL DATA BREACH
The processor shall notify the controller without undue delay after becoming aware of a personal data breach.
SECURITY OF PROCESSING
Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the controller and the processor shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including inter alia as appropriate:
the pseudonymisation and encryption of personal data;
Description of the security method used by the final processor - Google:
Big Query Database: https://cloud.google.com/storage/docs/encryption
Cloud Storage: https://cloud.google.com/storage/docs/encryption
At the controller‘s request and for an additional fee, Witbee can encrypt the data additionally. The possibility and example of encryption for the most sensitive personal data - internet protocol addresses: https://support.google.com/analytics/answer/2763052?hl=pl
the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident;
a process for regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring the security of the processing.
Client specifically authorizes WITBEE to use its Affiliates as Subprocessors, and generally authorizes WITBEE to engage Third Party Subprocessors to process Client Personal Data. WITBEE:
shall enter into a written agreement with each Subprocessor, imposing data protection obligations substantially similar to those set out in this Addendum; and
remains liable for compliance with the obligations of this Addendum and for any acts or omissions of the Subprocessor that cause WITBEE to breach any of its obligations under this Addendum.
A list of Witbee’s Subprocessors, including their functions and locations, is available at the Website, and may be updated by WITBEE from time to time in accordance with this Addendum.
Notwithstanding the foregoing, the Client agrees to the processing of the Client Personal Data by the following entities:
Operator Chmury Krajowej sp. z o.o. (service type: cloud service provider; entity location: EU)
Google LLC., Google Ireland Limited (service type: cloud service provider; entity location: USA, EU)
HelpCrunch Corporation (service type: Client support; entity location: USA)
Stripe 510 Townsend Street San Francisco, (service type: payment system service; entity location: USA)
When any new Third Party Subprocessor is engaged, WITBEE will notify Client of the engagement, which notice may be given by updating the Website and via a message through Client’s Account. WITBEE will give such notice at least seven (7) calendar days before the new Subprocessor processes any Client Personal Data, except that if WITBEE reasonably believes engaging a new Subprocessor on an expedited basis is necessary to protect the confidentiality, integrity or availability of the Client Personal Data or avoid material disruption to the Services, WITBEE will give such notice as soon as reasonably practicable. If, within five (5) calendar days after such notice, Client notifies WITBEE in writing that Client objects to Witbee’s appointment of a new Third Party Subprocessor based on reasonable data protection concerns, the parties will discuss such concerns in good faith and whether they can be resolved. If the parties are not able to mutually agree to a resolution of such concerns, Client, as its sole and exclusive remedy, may terminate the Terms and stop using the Services.
WITBEE may store and process Client Personal Data in the UE, United States or anywhere WITBEE or its Subprocessors maintains facilities. Client is responsible for ensuring that its use of the Services complies with any cross-border data transfer restrictions of GDPR. Notwithstanding the above, WITBEE will fulfill its obligations under Chapter V of the GDPR.
This Addendum forms part of the Terms.
Any Witbee’s liabilities arising under this Addendum are subject to the limitations of liability in the Terms.
This Addendum will be governed by and construed under the laws of the Republic of Poland.
All disputes arising from this Addendum shall be submitted to the jurisdiction of Polish courts. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Republic of Poland.
The competent court is the court having jurisdiction over the seat of WITBEE.
This Addendum will automatically terminate upon expiration or termination of the Terms.
ANNEX 2 - CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“NDA”) is entered into by and between WITBEE and Client. This NDA applies to the Services provided by WITBEE under the Terms.
Whereas, in connection with the Services, a Party (a “Disclosing Party”) may directly or indirectly disclose to the other Party (a “Recipient”) certain Proprietary Information (as defined hereunder), which information the Disclosing Party regards as strictly confidential and which Recipient may not use for any purpose other than the Services;
Now therefore in consideration of the foregoing and of the mutual covenants, terms and conditions hereinafter set forth in this NDA, Parties agree as follows.
For purposes of this NDA, capitalized terms that are used but not defined in this NDA have the meanings given in the Terms.
In this NDA, “Proprietary Information” shall mean all information including without limitation any and all technical, manufacturing, operational, business, economic, financial, administrative, commercial, marketing and/or legal knowledge, data and information pertaining to the Services and/or to the Parties and not available to the public, derived from and/or embodied in know-how, formulae, specifications, product samples, test results, prototypes, engineering drawings, designs, inventions, copyrights, design rights, computer software, tools, systems, trade secrets, plans or intentions, contracts and/or other materials and documents and directly or indirectly disclosed by the Disclosing Party to Recipient whether orally or in writing or by any other means, including without limitation by fax, or by email, or in pictorial form or on magnetic diskette or other electronic storage medium or by way of delivering samples or as a result of any presentation or demonstration or of being allowed access to any premises where Proprietary Information are stored or used or in whatsoever other form, as well as any and all other written information, documents and designs of whatsoever kind marked, in any language, as confidential or proprietary or secret.
In return for the Disclosing Party making Proprietary Information available to the Recipient, the Recipient acknowledges the confidential nature of any and all Proprietary Information disclosed to Recipient and hereby undertakes:
not to divulge or disclose to third parties, in whole or in part, directly or indirectly in any manner any Proprietary Information without the Disclosing Party’s prior express consent in writing;
not to use, in whole or in part, any Proprietary Information for any purpose other than the in relation to the Services and Terms.
INFORMATION NOT DEEMED CONFIDENTIAL
The obligation of confidentiality provided for by this NDA shall not apply to the Disclosing Party’s Proprietary Information which:
becomes within the public domain through no direct or indirect fault of Recipient or no act of Recipient in breach of this NDA or was already known to Recipient before disclosure by the Disclosing Party and Recipient can so prove;
Recipient is legally requested to disclose by any judicial governmental or regulatory authority or other public authority with coercive powers, provided that in such a case Recipient shall (i) promptly provide the Disclosing Party with a written notice in advance of required disclosure and take all such steps as may be reasonable and practicable in the circumstances to agree to the contents of such disclosure with the Disclosing Party before making the disclosure; (ii) consult with the Disclosing Party as to the possible steps to avoid or limit disclosure and take those steps;
the Disclosing Party has previously authorised Recipient in writing to divulge Proprietary Information to specifically identified third parties.
Recipient shall restrict the number of individuals that will have access to the Proprietary Information to key employees and subcontractors (“Representatives”). Recipient shall procure that such Representatives to whom the disclosure is to be made are made aware of the confidential nature of the disclosure. Recipient shall not copy, duplicate, reproduce or record in whatsoever manner the Proprietary Information save as may be necessary for provision of the Services according to the Terms and circulation among said Representatives.
TERM OF VALIDITY - RETURN OF PROPRIETARY INFORMATION
This NDA will automatically terminate upon expiration or termination of the Terms. (the “Expiration Date”). Except as otherwise set forth herein, all obligations of confidentiality, limited use, and nondisclosure hereunder with respect to any item of Proprietary Information shall expire three (3) years from the Expiration Date or early termination of this NDA. Notwithstanding the foregoing, all provisions of this NDA shall remain in effect with respect to Proprietary Information that is protectable as a trade secret under applicable law for so long as such Proprietary Information is so protectable.
This NDA forms part of the Terms.
Any Witbee’s liabilities arising under this NDA are subject to the limitations of liability in the Terms.
This NDA will be governed by and construed under the laws of the Republic of Poland.
All disputes arising from this NDA shall be submitted to the jurisdiction of Polish courts. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Republic of Poland.
The competent court is the court having jurisdiction over the seat of WITBEE.