Terms of Use for Codenica Software - Rights and Obligations of the Parties

These Codenica Terms of Use (the “Terms”) set out the rules for using the Codenica system, website and related services and components. The Terms form an agreement between Codenica, as the service provider or licensor, and the person or entity using the system (the “Customer”).

Registering an Account, accepting the Terms during an order process, signing an Order Form, installing the On-Premise version or starting to use the system means that an Agreement is formed for the selected product model and scope. A person accepting the Terms on behalf of a company represents that they have the authority to represent or bind that company.

If the Customer does not have that authority, does not accept the Terms or does not understand their material provisions, the Customer should not register an Account, place an order or use the system.

The Services are intended primarily for companies and organizations. If an agreement is entered into by an individual conducting business activity and the agreement has no professional character for that person, provisions limiting consumer rights do not apply to the extent required by mandatory law.

1. Scope and Acceptance of the Terms

1.1. The Agreement consists of these Terms, the Order Form or order confirmation, the applicable price list, product documentation, the Privacy Policy, the Cookies Policy and, where applicable, an agreed Data Processing Addendum. In the event of a conflict, the Order Form prevails, followed by the Data Processing Addendum with respect to personal data, and then these Terms.

1.2. The Customer is responsible for reviewing the documentation, technical requirements and limitations of the selected model. Marketing descriptions do not extend the Services beyond the features and conditions stated in the Agreement, Order Form or documentation.

1.3. Codenica may update the Terms where justified by a change in law, security, the product, billing arrangements or the development of its business. Material changes will be communicated with reasonable advance notice, and a change will not affect rights acquired for a period already paid for. If mandatory law requires a different procedure, that law applies.

2. Definitions

Codenica means the entity identified in the Order Form and in the identification details made available on the website.

Account means an account created in the system through which the Customer and its Users access features according to their permissions.

User means a person authorized by the Customer to use the system. The Customer is responsible for Users’ actions and for assigning their permissions correctly.

Customer Data means data, content, files, documents, tickets, messages, configurations, resource information, audit and monitoring results and other materials entered into the system by the Customer, Users or Monitoring Agents acting for the Customer.

Personal Data means personal data contained in Customer Data or processed through use of the system under applicable data protection laws.

Services means Codenica system features, access to the Cloud version, the license and components of the On-Premise version, documentation and agreed support.

Codenica Cloud means the system version available online in the Microsoft Azure cloud within the scope of the selected plan or order.

Codenica On-Premise means the system version installed in the Customer’s infrastructure, in particular on a server selected by the Customer, with a PostgreSQL database, local file storage and configuration set by the administrator.

Monitoring Agent means a component installed on a computer or other device that sends the data defined by the Customer’s monitoring configuration to the system.

Order Form means a document, electronic order or other arrangement specifying the Services, licenses, prices, term, number of accounts, payment method or additional conditions.

Service Term means the period for which Cloud access or the right to use a defined scope of On-Premise is granted under the Order Form.

3. Deployment Models and Scope of the Services

3.1. Codenica Cloud and Codenica On-Premise are two equivalent deployment models of the same system. The scope of features depends on the plan, license, configuration and Order Form. Shared features may include resource records, documents, tickets, communication, the Client Portal, auditing and computer monitoring.

3.2. Codenica Cloud operates online in Microsoft Azure infrastructure. The Customer uses the system through a browser, while the cloud environment, its availability and backups are maintained according to the scope of the Service and the responsibilities of Codenica and its infrastructure providers.

3.3. Codenica On-Premise is installed in the Customer’s environment. The application, PostgreSQL database, files, configuration and Monitoring Agent communication may remain inside the Customer’s network. The version can operate 100% offline, without contact with Codenica servers and without Internet access, if the Customer configures a local environment, local application address, local Agent endpoint and local update source.

3.4. With On-Premise, the Customer is responsible for the server, operating system, network, administrator access, volumes, backups, updates and infrastructure protection, unless the Order Form expressly provides otherwise. Codenica does not automatically obtain access to data held in the local installation.

3.5. External functions such as the Customer’s own SMTP, IMAP mailboxes, OAuth, external integrations, payment services or an Internet-based update source are optional and may require separate configuration and acceptance of the providers’ terms. They are not required for the basic operation of a local On-Premise installation.

4. Accounts, Users and Access Security

4.1. The Customer shall provide true, complete and current information needed to create the Account, process orders, communicate and bill.

4.2. Each User should use their own login credentials. The Customer must not share login credentials with unauthorized persons and is responsible for granting, changing and revoking User permissions.

4.3. The Customer shall promptly notify Codenica of a suspected Account takeover, disclosure of login credentials, unauthorized access or another event that may threaten the system or Customer Data.

4.4. Codenica may temporarily restrict access to an Account where necessary to protect the system, Users or Customer Data, comply with a legal obligation or investigate a justified suspicion of misuse. Where possible and safe, Codenica will inform the Customer of the reason and scope of the restriction.

5. Customer Data, Privacy and No Sale of Data

5.1. The Customer retains all rights to Customer Data. Codenica does not acquire ownership of Customer Data and may not use it for its own purposes unrelated to the Agreement.

5.2. Codenica does not sell, rent out, trade or make Customer Data available for advertising purposes. Customer Data is not used to build advertising profiles, sell databases or train general artificial intelligence models.

5.3. Codenica processes Customer Data only to the extent necessary to provide, maintain, secure and support the Services, carry out the Customer’s documented instructions, restore system operation, prevent misuse and comply with legal obligations. Codenica does not analyze the content of Customer Data for purposes outside this scope.

5.4. With respect to Personal Data entered into the system by the Customer, the Customer generally acts as the controller and Codenica as the processor. Codenica processes such data only on the Customer’s documented instructions. With respect to Account, billing, security, contact and website-use data, Codenica may act as a controller in accordance with the Privacy Policy.

5.5. This section sets out the basic terms for processing Personal Data within the Services. If the parties have entered into a separate Data Processing Addendum, it prevails with respect to personal data. The subject matter and purpose of processing are providing access to the system, storing and handling Customer Data, handling tickets, security, backups and support. Processing continues during the Service Term and for the period needed to return, delete or secure data after the Service ends.

5.6. Data may include identification and contact data, employee, customer, contractor and User data, as well as ticket, document, resource, device and Monitoring Agent data. Categories of individuals may include Users, employees, customers, contractors, contacts and other individuals whose data the Customer lawfully enters into the system.

5.7. Codenica ensures that persons authorized to access Customer Data are bound by confidentiality obligations. Codenica applies appropriate technical and organizational measures and, to the extent appropriate to the Service, assists the Customer with data subject requests, personal data breaches, impact assessments and audits required by law.

5.8. In Cloud, data may be stored and processed in Microsoft Azure and by other providers necessary for the Service, subject to appropriate confidentiality and data protection obligations. This does not change the rule that Codenica does not sell Customer Data or disclose it for advertising or unrelated purposes. If disclosure to a public authority is required by law, Codenica will disclose only the legally required scope and, where permitted, inform the Customer.

5.9. In On-Premise, data remains in the Customer’s infrastructure and is not sent to Codenica as part of the system’s ordinary operation. The Customer may decide to send data to support, an external integration, its own SMTP, an OAuth service or another provider. Such disclosure takes place based on the Customer’s configuration and decision.

5.10. The Customer is responsible for having a legal basis, meeting information duties and obtaining required consents concerning Customer Data. This applies in particular to monitoring computers, activity, applications used, websites, files, transfers, printing, clipboard, USB devices and security status. The Customer should inform monitored individuals, define the purpose and scope of monitoring and configure the features in accordance with law and the organization’s rules.

5.11. The Customer should not enter special categories of personal data, professional secrets, medical data or other data requiring special safeguards unless this is necessary, lawful and covered by appropriate arrangements. If the Customer needs to process such data, it should notify Codenica before using the relevant feature.

6. System Security and Monitoring

6.1. Codenica applies security measures appropriate to the nature of the Service, including access control, roles and permissions, communication safeguards, operational procedures, event logging and infrastructure protection within its control. No system is completely immune to failures, user errors, attacks or events outside the parties’ control.

6.2. In Cloud, Codenica is responsible for the service and infrastructure elements on its side, while the Customer is responsible for Accounts, permissions, configuration, data and use of the system. In On-Premise, the Customer is additionally responsible for the local server, network, operating system, backups, administrator accounts, updates and physical protection of the environment.

6.3. A Monitoring Agent collects only information covered by the enabled profile and configuration. Monitoring may create structured results and snapshots concerning hardware, the system, software, activity, devices and security signals. Codenica does not record the content of keystrokes. The Customer remains responsible for assessing whether a particular monitoring scope complies with employment, privacy and data protection law and its internal rules.

6.4. If a personal data breach concerns processing carried out by Codenica, Codenica will notify the Customer without undue delay after obtaining credible information about the breach and provide information needed to meet legal obligations. The Customer is responsible for assessing the breach within its organization and notifying the supervisory authority and individuals where required by law.

7. Acceptable Use and Customer Obligations

7.1. The Customer shall use the Services in accordance with law, the Agreement, the documentation, the granted license and the limits specified in the Order Form.

7.2. The Customer must not: (a) obtain unauthorized access to the system, Accounts, networks or data; (b) bypass safeguards, limits, licensing mechanisms or access controls; (c) introduce malware, spam, phishing or automated traffic that threatens the Service; (d) infringe third-party rights, privacy or data protection laws; (e) use monitoring for unlawful covert control of individuals; (f) copy, modify, rent out, resell or share the system outside the license scope; (g) reverse engineer, decompile or attempt to obtain source code, except to the extent mandatorily permitted by law; (h) remove proprietary notices; or (i) use the system to create a competing product based on non-public system elements.

7.3. The Customer must not provide Codenica with data it has no right to process or use the system to infringe trade secrets, copyright, personal rights or other rights of third parties.

7.4. The Customer is responsible for backups in On-Premise and for checking that they can be restored. In Cloud, Codenica performs backups and recovery mechanisms appropriate to the Service, but this does not release the Customer from exporting data it needs outside the system.

8. Intellectual Property and License

8.1. Codenica retains rights to the software, code, architecture, interface, documentation, marks, graphics, know-how and other system elements, except for Customer Data and third-party components.

8.2. During the Agreement, Codenica grants the Customer a non-exclusive, non-transferable and limited right to use Cloud or the On-Premise version within the scope specified in the Order Form. The On-Premise license covers the installation, number of instances, accounts, users, modules and term stated in the order.

8.3. The Customer may make a backup copy of On-Premise components to the extent needed to restore the licensed installation. The Customer must not share installation files, keys, licenses or the system with persons or entities outside the Agreement’s scope.

8.4. Codenica may use suggestions and feedback about the system to develop it, without acquiring rights to Customer Data and without being required to implement every suggestion.

9. Integrations, External Services and Components

9.1. The system may work with external services, including mail, OAuth, payment services, cloud providers, integrations and libraries. Those services are subject to their providers’ terms. Codenica is not responsible for their availability, changes, security or data processing where the event is outside Codenica’s control.

9.2. An integration is enabled by the Customer or on its documented instruction. The Customer is responsible for configuration, permissions, legal basis and the scope of data sent to an external provider. Codenica does not send data to an optional integration that the Customer has not enabled.

9.3. The Cloud version uses Microsoft Azure as part of the Cloud infrastructure. The On-Premise version can operate without Internet access and without external integrations. Open-source and other third-party components may be subject to their own licenses, which the Customer must respect.

10. Confidentiality

10.1. Each Party protects the other Party’s non-public information that is marked confidential or that should reasonably be considered confidential because of its nature or the circumstances of disclosure. Confidential information may be used only to perform the Agreement.

10.2. Confidentiality does not apply to information that is public without a breach of the Agreement, was lawfully known beforehand, was independently developed without using confidential information or must be disclosed by law. Where permitted by law, the Party making the disclosure will inform the other Party of the disclosure requirement.

10.3. Confidentiality does not limit duties under GDPR, trade secret laws or the obligation to protect Customer Data. Confidentiality obligations apply during the Agreement and for five years after it ends, and for trade secrets for as long as the information retains that character.

11. Prices, Orders and Payments

11.1. The license scope, Service Term, prices, currency, payment method, taxes and any renewal follow the current price list, Order Form or order confirmation. In the event of a discrepancy, the terms accepted for the specific order are binding.

11.2. Prices are stated net unless expressly stated otherwise. The Customer is responsible for applicable taxes, public charges and costs required by law. Payment may be made through a supported payment platform or against an invoice.

11.3. Failure to pay on time may result in a payment demand, statutory interest, restricted access or termination after an additional period expires without payment. Consumer rights under mandatory law remain unaffected.

11.4. A price change applies to future orders or subsequent periods if the Customer has been informed in accordance with the Agreement and law. It does not change the price of a period already paid for.

12. Trial Period, Updates and Availability

12.1. A trial period or free feature scope is provided according to the current offer. Codenica may restrict or end a trial if it is used repeatedly, abuses resources or violates the Terms. Trial data may be deleted after the trial if the Customer does not move to paid use.

12.2. Codenica may develop, improve and update the system. Cloud updates are deployed by Codenica as appropriate for that version. On-Premise updates are delivered from a local source, manually or automatically, according to the Customer’s configuration and policy. The Customer is responsible for making a backup and following instructions before updating the local installation.

12.3. Planned maintenance, failures, updates, network problems, actions of public authorities, natural disasters, power outages and other events outside Codenica’s control may temporarily limit Cloud availability. On-Premise availability also depends on the Customer’s environment. A guaranteed availability level applies only where separately agreed.

13. Suspension, Termination and Customer Data

13.1. The Customer may end Cloud use by closing the Account or following the procedure in the Order Form. For On-Premise, ending the Agreement means that the right to use the system ends within the scope specified in the order, unless the order or license provides otherwise.

13.2. Codenica may suspend access or terminate the Agreement if the Customer materially breaches the Terms, fails to pay, uses the system unlawfully, threatens the system or other users or if required by law. If the situation does not require immediate action, Codenica will ask the Customer to remedy the breach within a reasonable period of at least 14 days.

13.3. After Cloud ends, the Customer should download Customer Data before closing the Account. Unless the Order Form specifies another period, Codenica will make export of available Customer Data possible for 30 days after access ends, using supported export tools or an agreed procedure. After that period, Codenica may delete Customer Data from the active environment, except for data retained under law, for disputes, security or billing. Backups are deleted according to the retention cycle and are not further used to provide the Services.

13.4. In On-Premise, Customer Data remains in the Customer’s infrastructure. Codenica does not delete it from the local server after the Agreement ends, but the Customer must stop using the system and delete or return components for which the right to use has expired, in accordance with the license and Order Form.

13.5. Ending the Agreement does not release either Party from payment obligations that arose before termination. Provisions concerning Customer Data, confidentiality, intellectual property, liability and payments remain effective after termination to the extent that their nature requires.

14. Warranties and Liability

14.1. Codenica uses reasonable efforts to make the Services operate according to their purpose and current documentation. Support is provided within the scope of the plan, license, Order Form or agreed support channel.

14.2. Except for warranties and rights that cannot be excluded under mandatory law, the Services are provided in the state resulting from the current version and environment availability. Codenica does not guarantee uninterrupted operation, absence of errors, compatibility with every environment, achievement of a particular business result or fitness for a purpose that the Customer has not expressly agreed.

14.3. The Customer assesses whether Codenica meets its business, technical, security and regulatory requirements. Codenica does not provide legal, tax, employment or employee-monitoring legality advice through the system.

14.4. To the maximum extent permitted by law, Codenica is not liable for lost profits, indirect loss, business interruption, reputational loss or decisions made solely on the basis of system data. Codenica is also not responsible for the Customer’s infrastructure, network, backups, configuration or administrator actions in On-Premise.

14.5. Codenica’s total liability for direct damage connected with the Agreement, regardless of the legal basis of the claim, is limited to the amount actually paid by the Customer for the Services during the 12 months preceding the event causing the damage. The limitation does not apply to liability that cannot be limited or excluded by law, in particular damage caused intentionally.

14.6. Nothing in the Terms excludes or limits consumer rights, product liability to the extent required by law, liability for death or personal injury or other liability that cannot be excluded or limited.

15. Complaints, Governing Law and Final Provisions

15.1. Questions, complaints and reports concerning the Services may be sent to [email protected] or through the designated support channel. A report should include a description of the issue, Account details, when it occurred and information needed to reproduce it, without sending unnecessary Personal Data.

15.2. The Agreement is governed by Polish law. Disputes with a Customer who is not a consumer will be resolved by the competent common court in Poland, unless the Order Form provides otherwise. For consumers, court jurisdiction and other rights follow mandatory law.

15.3. If any provision is invalid or unenforceable, the remaining provisions remain in force. A Party’s failure to exercise a right does not waive that right.

15.4. The Customer may not transfer rights or obligations under the Agreement without Codenica’s consent, except as part of legal succession or reorganization where this does not reduce the protection of Customer Data. Codenica may transfer the Agreement to a legal successor or entity acquiring the business while preserving data protection and confidentiality obligations.

15.5. Provisions concerning intellectual property, confidentiality, data, payments, use restrictions, liability and termination remain effective after the Agreement ends to the extent required by their content.

15.6. Codenica: NIP 5782525907, REGON 170754922, Poland. The official contact channel for the Terms and Services is [email protected]. Before entering into an agreement, the Customer should check the full entity details stated in the Order Form.

Last updated: 26 August 2026