Regulations

§ 1. DEFINITIONS

1. Service Provider – Droplo Limited Liability Company with its registered office in Wałbrzych at ul. Uczniowska 16, registered in the National Court Register under number 0000789369 at the District Court for Wrocław Fabryczna, IX Commercial Division of the National Court Register, NIP: 8863009117
2. Recipient – a legal person, a natural person – who is not a consumer or an entrepreneur with consumer rights, or an organisational unit without legal personality, having legal capacity. A service recipient who is a natural person may use the service if it is directly related to his business and has a professional nature for him, which results in particular from the subject of his business activity, made available based on the provisions on the Central Register and Information on Economic Activity. The Service Recipient may use the service only in connection with their business or professional activity. The Service Recipient may not use the service as part of unregistered activities within the meaning of Art. 18 of the Act of March 6, 2018, Entrepreneurs’ Law (unregistered activity).
3. Application, Program – software that enables data exchange between the Droplo system and the Supplier’s product database and the transfer of product offers to sales channels.
4. Supplier – a legal person, a natural person – is not a consumer or an entrepreneur with consumer rights, or an organisational unit without legal personality, has legal capacity, and provides product offers for the Droplo Service.
5. Service, Droplo Service – a service provided by the Service Provider to the Service Recipient, who intends to use it to run a business and professional activity, consisting in providing the Application for a fee on the terms consistent with these regulations.
6. Price list of services – a detailed price list of witness services by the Service Provider, available on the website www.droplo.com. The given prices are net, and su8bequently, 23% VAT should be added.
7. Package, Package of services – the scope of services provided by the Service Provider to the Customer, specified in the Price List.
8. Monthly fee – monthly remuneration, calculated in accordance with the date of commencement of cooperation with Droplo, paid in advance by the Service Recipient for the provided Services listed in these regulations and the Price List. The amount of the Monthly Fee depends on the Package selected by the Customer, available in the Price List.
9. Administrative Panel – an internet application available to the Service User, via a web browser, after logging in using an individual username and password, enabling the management of the Application.
10. Website – the website www.droplo.com through which the Service Provider provides the Droplo Service
11. Terms and conditions – a set of conditions and rules defining the scope of using the Service by the Service Recipient addressed to the Service Recipients (including natural persons who are not consumers or entrepreneurs with consumer rights), made available electronically on the Website in a form that allows for its storage and reproduction in accordance with Art. 8 of the Act of July 18, 2002, on the provision of electronic services.
12. GDPR Regulation – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46 / EC.

§ 2. GENERAL PROVISIONS

1. These regulations define the rules for the provision of the Services described on the website www.droplo.com to the Customer by Droplo by electronic means and the scope of the rights and obligations of the Service Provider and the Customer.
2. The Service Provider is the owner of the Website and the entity providing the Services indicated in the Regulations.
3. The condition for using the Services provided by the Service Provider is to read the content of the Regulations and the Customer’s consent to the conditions set out in the Regulations.

§ 3. CONCLUSION OF THE CONTRACT AND PROVISION OF THE SERVICE

1. The Service Provider’s service enables the application and server resources to exchange data between the Droplo system and the supplier’s product database, and transfer product offers to sales channels.
2. Placing an order for the Service takes place after the Service Recipient completes the registration form available on the Service Provider’s Website, accepts the Service Regulations and makes the payment in accordance with the Price List.
3. Registration is tantamount to submitting by the Customer a declaration that the ordered Service will be related to his business and professional activity.
4. The Service Provider may request the Service Recipient to provide additional data and send additional documents to verify the data provided by the Service Recipient when placing the order.
5. Activation of the Service will take place upon payment of the fee; however, if the Service Recipient does not pay the fee within 7 days from the date of registration, the Service Provider can assume that the Service Recipient has withdrawn from the Service. At this point, the Service Provider may block access to the Administration Panel, limit the functionality or completely delete the Customer’s account and all data.
6. The date of payment of the fee by the Service Recipient shall be the date on which the amount due is credited to the Service Provider’s bank account.
7. The Service Provider reserves the right to refuse to provide the Service to selected Service Users without giving a reason. In the event of a refusal to conclude a contract, the Service Recipient will not be charged with any fees.

§ 4. RESPONSIBILITY

1. The Service Recipient undertakes to comply with all regulations governing business activities in online sales, the provisions of the Civil Code and the provisions of the GDPR Regulation.
2. The Service Recipient is obliged to provide a true and up-to-date data, regarding his or her enterprise.
3. The Service Provider will make every effort to ensure that the data transmission via the Internet as part of the use of the Services is secure, i.e. that the information sent is sent with the confidentiality, entirety and completeness of the transmitted data.
4. The Service Provider is not responsible for technical problems or technical limitations in the computer equipment used by the Service Recipient, which prevents the Service Recipient from using the Services.
5. The Service Provider will make every effort to ensure failure-free and continuous operation of the software and servers provided as part of the Service.
6. The Service Provider has the right to temporarily interrupt access to the Service to carry out maintenance work or update the Program and replace, expand, or configure the hardware or software used to perform the Service.
7. The Service Provider is not responsible for the Service Recipient’s losses caused by short-term interruptions in the operation of the Website, resulting from the need to expand, change the configuration or replace hardware and software, as well as necessary maintenance and updating of the Application.
8. The Service Provider is not responsible for losses resulting from disruptions in the work of Internet connections and other links beyond his control, which may affect the website’s operation.
   
9. The Service Provider is not responsible for any disruptions in the performance of the Service caused by improper use of the Administration Panel contrary to the recommendations.
10. The Service Provider is not responsible for the consequences caused by the password disclosure to the Administration Panel by the Customer to third parties.
11. The Service Provider shall not be liable for any damage suffered by the Service Recipient caused by threats on the Internet beyond the Service Provider’s control and not attributable to him, in particular, breaking into the Service Recipient’s system, taking over passwords by third parties, infecting the Service Recipient’s operating system with viruses.
12. The Service Provider is not responsible for the content of the Commercial Information, the content, completeness, legality, and timeliness of the product offers provided by the Suppliers or other data available under the Service.
13. The Service Provider is not responsible for the quality, safety or legality of the goods or services offered as part of the Service, nor for the truthfulness and accuracy of their description and the Service Recipient’s ability to sell them.
14. The Service Provider is not responsible for breakdowns and defects in the operation of the Website and Application caused by factors beyond the Service Provider’s control, in particular force majeure, interference of third parties, failure of communication networks, disruptions caused by the operation of the Internet provider, as well as disturbances in risk areas other internet providers.
15. The Service Provider is not responsible for the order fulfilment process using the Droplo Application. The party performing the orders for the Service Recipient is the Supplier.
16. Within each Package, the Service Provider may define the maximum limit parameters beyond which it will not be possible to use the Application.

§ 5. TERMS OF THE USE OF SERVICE

1. The Service Recipient uses the Service through the Administrative Panel or otherwise permitted by the Service Provider.
2. The Service Recipient may use the Services only in connection with its sales activities. The Service Provider does not agree to use the resources and functions available on the Site for activities of the Client that would infringe on its interests, in particular in the provision of services used by the Client under the Agreement.
3. The source code of the Application is not publicly available. The Service Recipient does not acquire the right and access to the source files of the Service Provider’s Application.
4. The Program which is the subject of the Agreement is installed on a server provided by the Service Provider. It is not possible to install the Program on a server other than the one provided by the Service Provider.
5. In case of detection of errors in the operation of the Program attributable to the Service Provider (e.g. defects in the source code), the Service Provider is obliged to remove the defect that caused them.
6. The time limit for removal of the defect depends on the nature of the defect and the degree of difficulty of its removal. However, the Service Provider is committed to undertake the relevant procedures within 7 days from the date of receipt by the Service Provider of the notice of discovery of the defect.

§ 6. PAYMENT FOR THE SERVICE

1. The use of the Services provided by the Service Recipient on the Site is for a fee, except for the STARTER Package.
   
2. The recipient is entitled to use the free STARTER Package for a period of no more than 7 days. After this time, the Service Recipient may continue using the Service, provided that he selects and pays for any Package from the current Price List.
3. Making the first monthly payment is equivalent to activation of the Service for the Service Recipient.
4. The day of the month, which will be the day on which the use of the Service begins, is determined on the day on which the first payment is credited.
   
5. Billing for the next billing cycle is sent electronically 30 days after the date of the first payment for the Service.
6. In addition, the Service Recipient may select and pay for any Package from the current Price List at any time during the use of the 7-day START package.
7. If the Client fails to pay the amount due within the prescribed period, the Service Provider has the right to limit access or block the Service inclusive. Blocking access to the Service is equivalent to the suspension of all Services provided by the Service Provider to the Client.
8. The Service Provider shall add VAT calculated according to the applicable rates to each VAT invoice for recharging the Balance.
9. The Service Recipient has the right to change the Package free of charge during the use of the Service.
10. The change of the Package to a higher (more expensive) one takes place at the time of instruction and payment for the Service. The change requires an additional amount representing the difference in price between the price of the current package and the price of the new package, billed proportionally according to the number of days remaining in the current billing period.
11. The change of the package to a lower (cheaper) one will take place from the first day of the next billing cycle following the current billing cycle in which the Service Recipient made the change. The change is possible provided that the parameters resulting from the Package (number of products, number of suppliers, number of sales channels) are met.
12. The Service Provider decides each time the Service Provider assigns an individual Package. In addition, the Service Recipient may request a change in the parameters of the Service and the preparation of an individual Package by the Service Provider, the parameters of which exceed the current Service Price List. The order should be submitted in writing to the e-mail address help@droplo.com.
13. The Service Recipient reserves the right to refuse to prepare an individual Package, in particular, if the parameters of the Package may cause a load or may cause unstable operation or complete discontinuation of the Service offered by the Service Provider or cause or may significantly degrade the quality of Services provided by the Service Provider to other Service Recipients of the Service Provider.
14. The change of the Service Recipient’s package is made through the Service Administration Panel and can be cancelled by the Service Recipient at any time.
15. The monthly fee for the use of the Service does not include costs related to the purchase of necessary hardware and software, telecommunications fees, or other costs necessary for the use of the Service, which are borne by the Service Recipient.
16. The Client authorizes the Service Provider to issue VAT invoices for RedCart Service fees, which do not require a signature. The original VAT invoices will be provided in electronic form in PDF format, in accordance with the standards of the European EDI model described in Article 1 of the European Commission Recommendation of October 19, 2004 No. 1994/820/EC.

§ 7. COMPLAINTS

1. The Service Recipient has the right to lodge a complaint for improper provision of Services by the Service Provider.
2. In case of any objections to the correctness of the billing of the fee for the Service Provider’s service, the Service Recipient is obliged to submit a complaint to the Service Provider within 14 days from the date of collection of the fee to which the objections relate.
3. Failure to submit a complaint within the period specified in paragraph 2 shall mean acceptance of the billing by the Client.
4. All complaints regarding the Services provided under the contract should be submitted in writing to the Service Recipient’s e-mail address help@droplo.com or the Service Recipient’s registered office address, along with a detailed indication of the Service Recipient’s company, the Service Recipient’s address , a description of the subject of the complaint, the circumstances justifying the complaint, the Client’s proposed method of settling the complaint and the Client’s signature or stamp.
5. The date of submission of a complaint shall be the date of receipt of a properly completed complaint notification via e-mail or postal mail to the Service Provider’s registered address.
6. The Service Provider will consider the complaint within 30 working days from the date of its submission.
7. If the complaint is accepted, the amount is refunded by increasing the value of the Customer’s Balance by the accepted amount.
8. The right to pursue claims in court proceedings is granted after exhaustion of the complaint route.
9. The Service Provider shall be liable for damages caused by incorrect or non-performance of the Service up to the monthly fee paid by the Service Recipient in accordance with the current Price List.
10. The Service Provider will forward to the Client the processing of the complaint to the e-mail address assigned to the Client’s Account.

§ 8. TERMINATION OF CONTRACT

1. Both the Service Provider and the Client have the right to terminate the Agreement at any time. Termination of the Service Recipient’s Agreement must be made in writing by sending a message to the email address help@droplo.com or via snail mail to the Service Provider’s address.
2. The Service Provider reserves the right to discontinue the provision of Services, terminate the contract and block access to the administrative part of the store with immediate effect in case of:
   
   • Service Recipient is late with payment for services rendered by more than 30 days,
   • Service Recipient has provided false or outdated data to the Service Recipient.
   • Service Recipient uses the Site in a manner prohibited by law or in violation of the rules of morality.
     
   • Service Recipient uses the information and solutions available on the Site in a manner inconsistent with these Regulations,
   • Service Recipient acts to the detriment of Service Provider by his/her actions,
   • Service Recipient commits a criminal act as defined by applicable law,
   • the Service Recipient performs activities that cause a burden or may cause unstable operation or complete discontinuation of the service offered by the Service Provider or cause or may cause a significant deterioration in the quality of services provided by the Service Provider to other Service Recipients of the Service Provider,
   • Service Recipient has a negative balance for more than 30 days
   • Service Recipient violates any section of these Terms and Conditions
3. The Service Recipient acknowledges that upon termination of the contract, the Service Provider shall cease to provide the Service to the Service Recipient. At the same time, Service Recipient shall have the right to delete all Service Recipient’s data, including deletion of all offers from Suppliers, withdrawal of product offers from all sales channels, closure and deletion of Service Recipient’s account. In such a case, the Service Recipient has no right to claim compensation from the Service Provider.

§ 9. PERSONAL DATA PROTECTION

1. The administrator of the Client’s data is the Service Provider, which will store the Client’s data in accordance with the adopted Privacy Policy. The Client’s data may be archived for evidence purposes for the period required by separate regulations on tax and accounting obligations.
2. The processing of personal data provided by the Service Recipient when ordering the Service is carried out on the basis of Article 6.1.b of the RODO Ordinance for the purposes of the Service Provider providing the Service and issuing financial documents, and on the basis of consent given in accordance with Article 6.1 of the RODO Ordinance. .1.a of the RODO Ordinance to process the Client’s personal data for marketing purposes.
3. Based on Article 6.1.b of the RODO Regulation, the Service Provider shall process and profile the Service Recipient’s personal data for their service, order processing, marketing and advertising. On the basis of profiling, the Service Recipient does not make automated decisions referred to in Article 22 (1) and (4) of the RODO Ordinance concerning the Service Recipient.
4. The Service Provider informs that providing data is voluntary. Each Service Recipient has the right to inspect their data, correct them, delete or limit processing, and object to stop further processing. The Service Recipient has the right to transfer his personal data and lodge a complaint with the supervisory body, the President of the Office for Personal Data Protection.
5. The data provided during registration are not disclosed to third parties and constitute a trade secret of the Service Provider.
6. The Service Provider applies appropriate technical and organisational measures required under Art. 32 of the GDPR Regulation, ensuring the security of personal data provided by the Service Recipient, particularly preventing third parties from accessing or processing them in violation of the law, preventing data loss, damage, or destruction.
7. The Customer’s personal data entrusted to the Service Provider will be made available only to persons authorised to process personal data, who will be obliged to maintain secrecy in this respect.
   
8. If the processing of personal data by the Service Provider takes place based on the consent given by the Service Recipient, referred to in Article 6 (1a) of the GDPR Regulation, the Service Recipient has the right to withdraw consent at any time without affecting the lawfulness of the processing of which was made on the basis of consent before its withdrawal.
9. Providing the Customer’s personal data is necessary to provide the Service. Failure to provide personal data by the Service Recipient shall result in the Service Provider’s refusal to provide the Service.
10. The Service Provider has the right to use selected data characterising the Service Recipient using the Application for his own analyses, the purpose of which is to ensure the development of the Application’s functionality. The Service Provider may publish these data, but only as part of collective summaries in a way that prevents identification of the Service Recipient.
    
11. The Service Provider reserves the right to publish the name of the company that does not contain personal data, graphics, and the address of the Customer’s online store on the Website or other Service Provider’s websites in the form of references if the Customer does not raise any reservations in this matter beforehand. At the request of the Service Recipient, the Service Provider undertakes to remove the Service Recipient’s data from the reference list and the Service Provider’s marketing materials as soon as possible.
    
12. Any dissemination, distribution, reproduction, copying, publication, or use of information from the Administrative Panel, correspondence with the Service Provider’s employees and messages from the internal reporting system is not allowed – confidential and may result in legal liability.
    
13. Using the Application with integration with the services of external companies, the Service Recipient provides them with his personal data and the personal data of the Users himself and at his own risk. The service provider is not responsible for the consequences of providing this data.
    
14. Acceptance of these Regulations by the Service Recipient constitutes a documented instruction referred to in Art. 28 sec. 3.a of the GDPR Regulation.
15. The Service Recipient undertakes to comply with the privacy policy published on the Service Provider’s Website.
16. The Service Provider is liable to the Service Recipient for damages caused by the processing of the entrusted personal data of the Service Recipient, when he has not fulfilled the obligations that the GDPR Regulation imposes on him directly up to the amount of one Recurring Fee in accordance with the Service Package selected by the Service Recipient.
    

§ 10. FINAL PROVISIONS

1. These regulations come into force on the day of publication on the website of the Service Provider.
2. By ordering the Service, the Service Recipient declares that he fully accepts these Regulations and acknowledges that the Service Provider reserves the right to amend these Regulations at any time. Any changes are effective from the moment the new version of the regulations is made available on the Service Provider’s websites.
3. Service Recipient may save the regulations and print them out at any time. The Service Recipient is deemed to have accepted the terms of the regulations if he has not submitted a written objection within 14 days of the publication of the changes to the regulations.
4. Service Provider and Service Recipient declare their readiness to resolve any disputes arising from the provision of the Service, primarily by mutual agreement.
5. In addition, the Service Provider and the Service Recipient agree that in case of disputes between the parties, the court of competent jurisdiction to hear all cases will be the court of competent jurisdiction for the Service Provider’s registered office.
6. In matters not covered by these Regulations, the provisions of the Civil Code and relevant laws shall apply.