OpsWay General Terms of Service

Version 2026-09-25 · Convenience translation · Permanent address of this version: https://opsway.com/legal/owsu/2026-09-25/en

This is a convenience translation. The Polish text governs. The authoritative text of this version is the Polish text published at https://opsway.com/legal/owsu/2026-09-25. In the event of any discrepancy between this translation and the Polish text, the Polish text prevails (§ 20(4)).

On terminology. Polish statutory citations are given in their Polish form — k.c. is the Polish Civil Code (Kodeks cywilny) — with a short gloss on first use. Polish legal terms of art whose English equivalents would carry a different meaning are kept in Polish and glossed once. Defined terms are given in English with the Polish original in parentheses at the definition, so that each term can be mapped to the governing text.

These General Terms of Service (Polish: Ogólne Warunki Świadczenia Usług, "OWŚU") set out the terms on which Digital Delivery Center Spółka z ograniczoną odpowiedzialnością, with its registered office in Wrocław, ul. Kawalerzystów 17/12, 53-004 Wrocław, entered in the register of entrepreneurs of the National Court Register (Krajowy Rejestr Sądowy, "KRS") maintained by the District Court for Wrocław-Fabryczna in Wrocław, VI Commercial Division of the National Court Register, under KRS number 0000964819, NIP 8992922295, REGON 521700010, trading as OpsWay (the "Provider", Polish: Wykonawca), provides services to the entrepreneur identified in the Order Form (the "Client", Polish: Klient).

The OWŚU constitute a wzorzec umowny within the meaning of art. 384 k.c. — a standard form of contract issued unilaterally by one party. They do not of themselves create any obligation to perform: they bind the Parties from the moment, and to the extent, resulting from a signed Order Form.

The OWŚU are intended exclusively for entities entered in the KRS — see § 2(9).

§ 1. Definitions

The following terms have the meanings set out below:

"Order Form" (Formularz Zamówienia) — the document signed by both Parties setting out the scope of the services, the commercial terms and the versions of the documents referred to in § 2(4). The Order Form is the only document signed by the Parties and the only source of scope and commercial terms; it has no annexes.
"Agreement" (Umowa) — the legal relationship arising on signature of the Order Form, comprising the Order Form together with the documents pinned in accordance with § 2(4) in the versions identified there.
"Service Type" (Rodzaj Świadczenia) — one of the five service types described in § 4, incorporated into the Agreement by being identified in the Order Form.
"Acceptance Item" (Element Odbioru) — a distinct part of the subject matter of the Agreement constituting a unit of acceptance, identified as such in the Order Form; absent such identification, the entirety of the services falling within Service Types A, B or C under that Order Form.
"Software" (Oprogramowanie) — the modules, integration layers, configurations and other IT artefacts delivered or produced by the Provider under the Agreement.
"Odoo System" (System Odoo) — the standard Odoo software, subject to a separate licence and subscription from Odoo S.A., procured and paid for by the Client at its own cost.
"Client Environment" (Środowisko Klienta) — the infrastructure on which the Software runs, including the production and test environments, remaining at the exclusive disposal and under the exclusive control of the Client.
"Notice of Readiness" (Zawiadomienie o Gotowości) — the Provider's statement that an Acceptance Item is ready for acceptance, given in accordance with § 7(3).
"Acceptance Period" (Okres Odbioru) — the period referred to in § 7(6).
"Acceptance" (Odbiór) — confirmation that an Acceptance Item conforms to its description in the Order Form, occurring by signature of an acceptance protocol or in the manner set out in § 7(8) or § 7(9).
"Defect" (Błąd) — a reproducible fault causing the Software to operate in a manner materially different from the state confirmed on Acceptance. New or changed Client expectations do not constitute a Defect.
"Defect List" (Lista Usterek) — the list of non-conformities drawn up in accordance with § 7(7)(b).
"Retained Amount" (Kwota Zatrzymana) — the part of the remuneration identified in the Order Form, falling due in accordance with § 7(10).
"AI Systems" (Systemy AI) — the artificial intelligence systems used by the Provider in performing the Agreement, including those made available by third-party suppliers identified on the Subprocessor List.
"Subprocessor List" (Lista Podwykonawców) — the list published by the Provider of entities processing data on its behalf, together with the purpose, categories of data and region of processing, in the version pinned by the Order Form.
"DPA" — the personal data processing agreement (art. 28 GDPR), in the version pinned by the Order Form.
"Business Day" (Dzień roboczy) — Monday to Friday, excluding days that are public holidays in the Republic of Poland.
"Business Hours" (Godziny robocze) — 09:00 to 17:00 Central European Time on a Business Day.
"Reserved Terms" (Warunki Zastrzeżone) — the provisions listed in § 3(4).
"Net Value of the Order Form" (Wartość netto Formularza Zamówienia) — the sum of the net amounts stated in the Order Form, including the ceiling of an hours pool where the Order Form provides for one. It excludes value added tax, third-party costs settled under § 10 and remuneration for additional works ordered under § 8.

§ 2. The Order Form, conclusion of the Agreement and version pinning

Every engagement between the Parties is formalised by an Order Form. The Provider does not accept instructions for which no Order Form has been signed.
The Order Form sets out at least: a) identification of the Parties and of the persons representing them; b) the Service Types included (§ 4); c) the scope of the services and what falls outside that scope, stated expressly; d) the Acceptance Items, where the Parties divide the scope into units of acceptance; e) the remuneration, currency, payment schedule and payment terms and — for services billed by the hour — the hourly rate; f) the start conditions (§ 5(1)) specific to the engagement; g) contact persons and addresses and the service address for reports; h) the version identifiers and permanent URLs of the documents referred to in paragraph 4; i) the Client's statement referred to in paragraph 5; j) the statement as to derogations referred to in § 3(6).
The Order Form has no annexes. The description of scope referred to in paragraph 2(c) is contained in the body of the Order Form and determines the exclusive scope of acceptance, of the Guarantee and of the Provider's obligations. Materials presented before conclusion of the Agreement — offers, presentations, quotations, correspondence, mock-ups, recordings and oral arrangements — do not form part of the Agreement and do not constitute a basis for reporting a non-conformity.
The Order Form identifies — by stating the version identifier and the permanent URL — the versions of the following documents: a) these OWŚU; b) the DPA; c) the Subprocessor List. The identified versions are immutable and bind the Parties for the period set out in § 18. The OWŚU do not themselves pin the version of the DPA or of the Subprocessor List; only the Order Form does so.
A PDF snapshot of each version referred to in paragraph 4 is attached to the Order Form at the time of its issue. The Client states in the Order Form that, before conclusion of the Agreement, it received those documents in a form allowing them to be stored and reproduced in the ordinary course of business (art. 384 § 4 k.c.). The PDF snapshot is not an annex within the meaning of paragraph 3 — it is a fixation of the wzorzec for evidential purposes.
Signature of the Order Form constitutes acceptance of the pinned versions of the documents referred to in paragraph 4 and is equivalent to conclusion of the Agreement. The Agreement enters into force on the date of signature by the Party signing second.
An Order Form containing no derogation from the Reserved Terms is signed in forma dokumentowa — documentary form under art. 77² k.c. — in particular via Odoo Sign. An Order Form containing a derogation from a Reserved Term requires the form set out in § 3(5).
Each Order Form constitutes a separate Agreement. Scope, remuneration, acceptance, the Guarantee and the limitation of liability are assessed separately for each Order Form.
Eligible counterparties. An Agreement under the OWŚU is concluded exclusively with an entrepreneur that is a legal person or an organisational unit entered in the register of entrepreneurs of the KRS. The OWŚU do not apply to natural persons conducting business activity (jednoosobowa działalność gospodarcza) or to partners in a civil-law partnership (spółka cywilna), and an Order Form may not be concluded with such a party. The Client states its KRS number in the Order Form. Engaging such a party requires a separate instrument, agreed in the manner set out in § 3(5).

§ 3. Order of precedence, exclusion of the Client's standard forms, and Reserved Terms

Order of precedence in the event of conflict: a) the Order Form — to the extent the OWŚU permit derogation, and to the extent of derogations effective under paragraph 5; b) the DPA — in matters of personal data protection; c) the OWŚU; d) the Subprocessor List.
The Order Form derogates from the OWŚU only where the OWŚU expressly so permit. A provision of the Order Form conflicting with the OWŚU on a matter on which the OWŚU provide for no derogation is ineffective, and the OWŚU apply in its place; the remainder of the Order Form remains in force.
Exclusion of the Client's standard forms. General purchasing conditions, order regulations, terms placed on the Client's order, in its supplier portal, in correspondence or in any other wzorzec used by the Client do not bind the Provider, irrespective of whether the Provider expressly objected to them and whether it commenced performance. The Provider hereby states that it does not intend to conclude a contract on the terms of any wzorzec used by the Client (art. 385⁴ § 2 k.c.). Incorporation of any such wzorzec into the Agreement requires its express identification in the Order Form and compliance with the form set out in paragraph 5.
Reserved Terms. The following provisions may not be varied by an Order Form in the ordinary manner: 1) the limitation of the Provider's liability and the exclusions from that limitation (§ 16); 2) the Provider's right to reuse tools, frameworks, reusable components, methodologies and general Odoo System knowledge, and to provide services to the Client's competitors (§ 12(6)); 3) the exclusion of liability under rękojmia — the statutory warranty for defects (§ 11(8)); 4) the Client's consent to work being performed using AI Systems, and the Subprocessor List (§ 13); 5) Polish law as the governing law and the court having jurisdiction over the defendant's registered office (§ 20(3)); 6) the DPA as a condition of processing production data (§ 15(3)).
Procedure for derogating from a Reserved Term. A derogation from any Reserved Term is effective only where all of the following conditions are met: a) the derogation is recorded in the Order Form as a separate, expressly marked item, identifying the number of the OWŚU provision being varied and the wording applying in its place; b) the Order Form is signed on the Provider's side personally by a member of the Provider's management board (Andriy Samilyak or Serhii Morin); and c) that signature is given as a qualified electronic signature or in written form (forma pisemna, art. 78 and art. 78¹ k.c.). The Parties stipulate this form on pain of invalidity of the derogation (art. 76 k.c. — where the parties have stipulated a particular form for a given act, that act is effective only if the stipulated form is observed). A derogation failing any of conditions (a) to (c) is ineffective and the OWŚU apply in its place; the remainder of the Order Form remains in force.
Statement as to derogations. Every Order Form contains a statement by the Parties that it contains no derogation from the Reserved Terms, or identifies the item in which derogations are recorded. That statement is a provision of the Agreement, not a provision of the wzorzec.
Scope of authority on the Provider's side. The Order Form is signed on the Provider's side by a member of the management board or by an attorney-in-fact. The Client acknowledges that powers of attorney granted by the Provider to persons other than members of the management board do not include authority to derogate from the Reserved Terms. This provision constitutes information as to the scope of authority within the meaning of art. 103 and art. 104 k.c.

§ 4. Service Types

The Provider provides services in five Service Types, incorporated into the Agreement by being identified in the Order Form. An Order Form may include one or more Service Types.
Type A — sale of a ready-made solution. Delivery to the Client, for consideration, of ready-made Software existing as at the date of conclusion of the Agreement, in the state in which it then is ("as-is"), together with the grant of a licence on the terms of § 12, installation in the Client Environment and the configuration necessary for it to run. As regards Type A the Agreement is not an umowa o dzieło — a contract for a specific work under art. 627 et seq. k.c. — the Provider delivers a finished solution and does not undertake to produce new functionality.
Type B — modification of an existing solution. Making changes to existing Software or to the Client's Odoo System, within the scope described in the Order Form.
Type C — new build. Producing new Software within the scope described in the Order Form.
Type D — consulting, configuration and training. Advisory work, analysis, configuration of the Odoo System through its interface, workshops and training.
Type E — hourly support without an SLA. Work performed on the Client's current instructions, billed on hours actually used, without guaranteed response or repair times.
Nature of the obligation. As regards Types A, B and C the Provider undertakes to achieve the result described in the Order Form (zobowiązanie rezultatu — an obligation of result). As regards Types D and E the Provider undertakes to act with due care (zobowiązanie starannego działania — an obligation of best efforts), applying the standard of care appropriate to the professional character of its activity (art. 355 § 2 k.c. — the heightened diligence required of a professional); the provisions on mandate (zlecenie, art. 750 k.c.) apply to those Service Types accordingly.
Exclusion of the acceptance and Guarantee regimes for Types D and E. § 7 (Acceptance) and § 11 (Guarantee) do not apply in any respect to services of Types D and E. Such services are deemed performed upon their actual performance; the basis for settlement is the time record referred to in § 9(8). The Provider gives no guarantee as to the result of consultations, analysis, recommendations, configuration performed under Type D or work performed under Type E.
An Order Form covering several Service Types. Where an Order Form includes both Type A, B or C and Type D or E, the acceptance and Guarantee regimes apply only to those elements of scope that belong to Types A, B or C, and are assessed separately for each Acceptance Item. The use of Type D or E hours does not suspend Acceptance, does not extend the Guarantee and is not covered by the acceptance protocol.
General exclusions. The Agreement does not cover, in particular: the supply or configuration of hardware; Odoo System licences and subscriptions; third-party software licences; legal, tax, accounting or regulatory advice; accounting migration; maintenance services after the Guarantee period; or any continuing services — unless the Order Form provides otherwise.
Critical applications. The Software is not designed or intended for use in systems critical to safety or to human life. The Client shall not deploy the Software in such a context without prior written agreement with the Provider on additional technical and contractual safeguards.

§ 5. Client obligations and assurances

Start conditions. The Client shall, at its own cost and effort, provide: a) Odoo System licences and subscriptions in the number corresponding to its needs, and the Client Environment comprising a production and a test environment; b) active access to third-party systems within the scope of the Agreement, together with the required licences, developer modules, certificates, tokens and access to their APIs; c) the data and master-data decisions necessary to perform the Agreement, in a format allowing them to be loaded, together with identification of the source system; d) the participation of the owner or administrator of the Client Environment in installation activities in the production environment, at times agreed with the Provider; e) the participation of designated employees in acceptance testing and training; f) hardware and physical work on the Client's side, where the scope of the Agreement requires it; g) any other start conditions identified in the Order Form.
Consequence of failure to provide. Failure to provide any of the conditions referred to in paragraph 1 suspends the corresponding stages of the work; the delivery dates shift by the period of delay so caused, and such delay constitutes neither zwłoka — culpable delay — nor improper performance of the Agreement by the Provider and gives rise to no liability on the Provider's part. The unavailability or malfunction of third-party systems, their APIs or services does not constitute a defect in the subject matter of the Agreement and does not suspend Acceptance.
Source data. The Client acknowledges that the Software operates on data supplied by the Client and returned by third-party systems. The Provider is not responsible for the accuracy, completeness or consistency of such data, or for the consequences of its alteration.
Backups. Before each change made in the production environment the Provider shall identify to the Client the required scope of backup. Taking the backup and restoring the environment (rollback) rest with the Client as the exclusive controller of the Client Environment.
Familiarity with a ready-made solution. As regards Type A, the Client states in the Order Form that before conclusion of the Agreement it familiarised itself with the functionality of the Software being delivered and had an unrestricted opportunity to raise comments and reservations, and that all comments raised were addressed.
Work on the code. For the duration of the Agreement the Provider bears responsibility for the source code of the Software. The Parties shall not carry out parallel development within the same modules; this is the condition on which the Provider assumes responsibility for the quality of the solution. The Client is entitled to develop its own modules operating alongside the Software; the Provider is not responsible for their operation or for the consequences of their deployment, including their effect on the Software.

§ 6. Performance and the launch plan

The Provider commences work once both of the following have occurred: payment of the first instalment of the remuneration identified in the Order Form, and satisfaction of the start conditions referred to in § 5(1). The Parties confirm satisfaction of the start conditions by a checklist sent by e-mail.
Launch plan. Once the conditions referred to in paragraph 1 are satisfied, the Provider sends the Client, by separate e-mail, a launch plan covering the delivery dates for individual Acceptance Items, the acceptance testing dates and the planned date of first production launch. Stages of the work may be carried out in parallel.
Nature of the launch plan. The launch plan shifts by any documented period of delay arising from causes attributable to the Client or to third parties, and by the time necessary to perform additional work ordered under § 8. Delay arising from such causes does not constitute improper performance of the Agreement. No contractual penalties are stipulated in respect of delay.
Periods stated in the Order Form and in the launch plan are counted in Business Days unless expressly stated otherwise.

§ 7. Acceptance

Application. This paragraph applies only to services of Types A, B and C. It does not apply in any respect to services of Types D and E (§ 4(8)).
Unit of acceptance. Acceptance occurs separately for each Acceptance Item. The description of the Acceptance Item contained in the Order Form determines the exclusive scope of acceptance of that Item.
Notice of Readiness. The Provider notifies the Client in writing or by e-mail that an Acceptance Item is ready for acceptance. The notice identifies the Acceptance Item, refers to its description in the Order Form and confirms that the environment and the access necessary to carry out acceptance testing have been made available to the Client. On delivery of the Notice of Readiness an obligation to commence acceptance arises on the Client's side. That obligation is not an obligation to grant acceptance.
Objection that the notice is premature. If the Client considers the Notice of Readiness premature, it shall say so by e-mail within 3 Business Days of its delivery, stating reasons. An objection not meeting these requirements does not suspend the running of the Acceptance Period. A well-founded objection renders the Notice of Readiness ineffective; the Provider gives a fresh notice once the cause has been removed.
One round of testing. Within the Acceptance Period the Client carries out a single round of acceptance testing of the Acceptance Item and may report by e-mail material non-conformities of the Acceptance Item with its description in the Order Form, together with reasons and a description of how to reproduce them. New or changed Client expectations do not constitute a non-conformity. Reports not meeting these requirements, or concerning functionality not covered by the description of the Acceptance Item, do not suspend Acceptance and are treated as an enquiry as to an order under § 8. The Client's right to one round of testing does not mean a right to further rounds after the reported non-conformities have been remedied; the consequences of non-conformities not remedied within the Acceptance Period are set out in paragraph 11.
Acceptance Period. The Acceptance Period is 30 Business Days and runs from delivery of the Notice of Readiness. The running of the Acceptance Period is suspended only for the time during which the Provider is awaiting information, data, access, decisions or actions from the Client. Causes attributable to the Provider do not suspend the running of the Acceptance Period.
Acceptance protocol. On expiry of the Acceptance Period the Parties sign an acceptance protocol containing: a) confirmation of Acceptance of the Acceptance Item; b) the Defect List — the non-conformities reported in accordance with paragraph 5 and not remedied by the date of signature of the protocol; c) a remediation plan for the defects listed under (b). A non-empty Defect List does not preclude confirmation of Acceptance; defects on the Defect List are remedied under paragraph 11.
Acceptance by operation of these terms. If no acceptance protocol is signed by both Parties within the Acceptance Period, Acceptance of the Acceptance Item occurs on expiry of the Acceptance Period. Non-conformities reported in accordance with paragraph 5 and not remedied by that date are treated as if they had been entered on the Defect List; the Parties agree a remediation plan for them under paragraph 11.
Commencement of production use. The Client's commencement of use of an Acceptance Item in its production operations constitutes Acceptance of that Item as at the date on which such use begins, unless the Client, within 2 Business Days before or after commencement, notifies the Provider by e-mail that it is using the Item under protest, identifying the reported and unremedied non-conformities. A notice of use under protest does not suspend the running of the Acceptance Period and does not reinstate any exclusion of Acceptance; Acceptance then occurs in accordance with paragraph 7 or paragraph 8. Carrying out acceptance testing or training does not constitute production use.
Retained Amount. The Order Form may identify a part of the remuneration retained until the Defect List has been discharged (the Retained Amount). The following rules apply: a) The Retained Amount may not exceed 10% of the net value of the Order Form. No default value is established — if the Order Form does not identify a Retained Amount, the remuneration is payable in full in accordance with the schedule. b) The Retained Amount falls due within 14 days of the earlier of two events: the remedy of all defects on the Defect List or the expiry of the Guarantee period referred to in § 11(1). Expiry of the Guarantee period means the expiry of the calendar period counted in accordance with § 11(1); earlier lapse of the Guarantee on the grounds set out in § 11(5) causes the Retained Amount to fall due on the date of that lapse. c) If the Defect List is empty at the time of Acceptance, the Retained Amount falls due together with the remainder of the remuneration and is not retained. d) The remaining instalments of the remuneration are payable in accordance with the schedule in the Order Form and are not withheld by reason of a non-empty Defect List, by the currency of a remediation plan, or by a dispute as to the scope of a defect.
Remediation plan. The dates for remedying defects entered on the Defect List are agreed by both Parties. Those dates shift by the period of delay arising from causes attributable to the Client. No contractual penalties and no service credits are stipulated in respect of failure to meet them; they do not constitute an obligation of result — the Provider undertakes to act with due care towards meeting them (art. 355 § 2 k.c.). The Provider remedies defects on the Defect List under the Guarantee regime referred to in § 11, notwithstanding that Acceptance has already occurred; the Guarantee period for a defect on the Defect List runs from the date on which it is remedied.
Effects of Acceptance. On Acceptance the Guarantee period begins to run (§ 11), the corresponding instalment of the remuneration falls due (§ 9) and — upon payment of the remuneration in full — the licence referred to in § 12(2) arises.

§ 8. Additional work

Any work going beyond the scope described in the Order Form — including development, functional changes, work that does not constitute the remedy of a non-conformity within the meaning of § 7(5), additional training, support, consultations and data-related work — requires a separate order and is billed at the hourly rate identified in the Order Form.
Ordering procedure. Before commencing additional work the Provider presents the Client by e-mail with: the scope of the work, the estimated number of hours and the maximum cost. Commencement of additional work requires the Client's prior acceptance by e-mail; absent such acceptance there is no basis for charging remuneration for that work.
Binding nature of the maximum cost. The maximum cost is binding in respect of the accepted scope. A change of scope requires a fresh estimate and fresh acceptance.
Additional work is covered by its own Guarantee in accordance with § 11(3). Ordering additional work does not extend the Guarantee on the remaining, unaffected functionality.

§ 9. Remuneration and payment

The amount of the remuneration, the currency, the schedule and the payment terms are set out in the Order Form. All amounts are net amounts and are increased by VAT at the applicable rate.
The Provider commences work once the conditions referred to in § 6(1) are satisfied.
The date of payment is the date on which the Provider's bank account is credited. On overdue payments the Provider may charge statutory interest for delay in commercial transactions (odsetki ustawowe za opóźnienie w transakcjach handlowych).
Suspension of performance. Where payment is more than 14 days overdue, and following an unsuccessful demand sent by e-mail with an additional 7-day period, the Provider is entitled to suspend the work and access to support until payment is made. Suspension does not release the Client from its obligation to pay and does not constitute improper performance of the Agreement by the Provider. The dates in the launch plan shift by the period of suspension.
Licence before payment in full. Until the remuneration has been paid in full, the Client uses the Software under a non-exclusive licence limited to the internal operations of its own business and revocable in accordance with § 17(6).
Services billed by the hour. Services of Types D and E and additional work are billed on hours actually used. Where the Order Form identifies a pool of hours, the amount resulting from that pool constitutes an upper limit and not an obligation on the Client to use it; the Client pays only for hours actually consumed. Hours not used within the period identified in the Order Form expire; the Client has no claim in that respect.
Currency. The settlement currency is the currency identified in the Order Form. Amounts expressed in the OWŚU in złoty apply to Order Forms in złoty, and amounts expressed in euro to Order Forms in euro; those amounts are not converted.
Time records. For services billed by the hour the Provider maintains time records and makes available to the Client a monthly statement of hours used before issuing an invoice.

§ 10. Third-party costs

Subcontracted work discharging the Provider's own obligation is not re-invoiced. The Provider's remuneration covers the whole of its performance, including the work of subcontractors it uses in performing its own obligations. Such work constitutes the Provider's own supply and is settled solely within the remuneration identified in the Order Form, never as a separately re-invoiced cost of the Client.
Re-invoicing of third-party costs for the Client's system. The Provider may procure on the Client's behalf, and re-invoice, third-party costs incurred for the Client's own system and not consumed by the Provider — in particular third-party Odoo System modules, licences, subscriptions and hosting. Re-invoicing takes place: a) at cost, without mark-up; b) with the Client's prior consent given at least in forma dokumentowa (e-mail suffices), covering the subject matter and the amount; and c) with the purchase document, or a copy of it, provided to the Client on request. Without the prior consent referred to in (b), no such cost may be charged to the Client.
Third-party licences. A module or software originating from a third-party supplier is subject to that supplier's separate licence, the terms of which bind the Client directly and which the Provider neither modifies nor guarantees. Re-invoicing the cost of such a licence does not make the Provider its licensor and does not extend the Guarantee under § 11 to the subject matter of that licence (§ 11(4)(d)). The costs of Odoo System licences and subscriptions, and of other third-party systems procured by the Client directly from their suppliers, are not covered by the Provider's remuneration.
Travel costs and on-site work are not covered by the remuneration unless the Order Form provides otherwise. Each on-site visit requires a separate prior order from the Client by e-mail, covering the scope, the date and confirmation of the cost.

§ 11. Guarantee and exclusion of rękojmia

Guarantee period. The Provider grants a guarantee (gwarancja — a contractual guarantee given by the provider, distinct from the statutory rękojmia) on each Acceptance Item for a period of 1 month, counted from the date of Acceptance of that Item. No Guarantee is given on services of Types D and E (§ 4(8)).
Scope of the Guarantee. The Guarantee covers only the free-of-charge remedy of Defects. Repair of a Defect is the Client's sole entitlement under the Guarantee. Repair of a Defect does not shorten the Guarantee period on the remaining elements of the solution.
Guarantee on additional work. A change ordered under § 8 is covered by its own 1-month Guarantee, counted from its deployment.
Guarantee exclusions. The Guarantee does not cover: a) the consequences of improper use or of configuration carried out by the Client; b) modifications to the Software made by the Client or by third parties, including modules produced in accordance with § 5(6); c) the Client Environment, infrastructure, networks, hosting and backups; d) the Odoo System, its updates and third-party components; e) third-party systems covered by an integration, their updates and changes to their APIs made after Acceptance; f) changes in legislation and in the public systems to which the Software connects; g) data entered or imported by the Client and source data originating from third-party systems; h) the consequences of changes ordered by the Client under § 8; i) Defects arising as a result of the operation of third-party software installed in the same Odoo System instance.
Condition that the code is not modified. The Guarantee is conditional on no modification being made to the source code of the Software during the Guarantee period; only the remedy of Defects by the Provider is permitted. Making such a modification causes the Guarantee to lapse as at the date of the modification, in respect of the components affected by it.
What is not a modification of the code. Configuration carried out through the Odoo System interface by a business user is not regarded as a modification of the code. Modification of other software running in the same Odoo System instance does not cause the Guarantee to lapse; the Guarantee does not, however, cover Defects to the extent they arise as a result of such modifications.
No SLA. The OWŚU do not establish guaranteed response or repair times. Where the Order Form identifies service response times, they constitute target times and not contractual deadlines or an obligation of result; failure to meet them does not constitute improper performance of the Agreement, gives rise to no obligation to pay contractual penalties or service credits, and does not entitle the Client to withdraw from the Agreement.
Exclusion of rękojmia. The Provider's liability under rękojmia — the statutory warranty for defects — is excluded (art. 558 § 1 k.c., and as regards services of Types B and C, art. 558 § 1 in conjunction with art. 638 § 1 k.c.).
After expiry of the Guarantee period all support is provided for a fee, in accordance with § 8 or under a separate Order Form.

§ 12. Copyright and licence

Rights remain with the Provider. Economic copyright in the Software remains in its entirety with the Provider. The Agreement does not transfer to the Client any economic copyright or any exclusive rights.
Licence. Upon payment in full of the remuneration due under a given Order Form, the Provider grants the Client a non-exclusive, irrevocable, perpetual and territorially unlimited licence to use the Software within the Client's own business, covering: fixation and reproduction to the extent necessary for use, loading into computer memory and networks, modification and development for the Client's own needs — whether by the Client itself or by third parties acting on its instructions — and combination with other software. The licence fee is included in the remuneration identified in the Order Form.
Limits of the licence. The licence does not entitle the Client to sell, distribute, lease, sublicense or make the Software or its source code available to third parties, save to IT contractors acting on the Client's instructions exclusively for the purposes of its own business. The scope of the licence as to persons and territory, including use by other companies in the Client's group, is set out in the Order Form.
Source code — a separately priced concession, not part of the standard. The standard is the grant of a right to use the Software, not delivery of its source code. The licence under paragraph 2 does not of itself include release of the source code, and the Client has no claim to its release.

Delivery of the source code occurs only where the Order Form expressly so provides, and constitutes a separate concession by the Provider for consideration, the price of which — or an express statement that it is included in the remuneration — must be identified in the Order Form. The absence of such a provision means that the source code is not delivered; silence in the Order Form is not consent to release of the code.

Where the Order Form provides for delivery of the source code, the Provider delivers it in the form of a repository or an archive, within the period identified in the Order Form, subject to payment of the remuneration in full. The source code delivered is complete and current as against the production version; completeness is regarded as confirmed if the solution can be installed and run from the materials delivered in a clean environment. Delivery of the source code does not transfer economic copyright (paragraph 1) and does not set aside the limits of the licence (paragraph 3) or the right of reuse (paragraph 6).

Documentation. Where the Order Form provides for delivery of technical or user documentation, the Parties agree that the documentation may be generated using AI Systems on the basis of the source code and materials existing as at the date of delivery, and is delivered "as-is". Before delivery the Provider verifies it against the production version current as at the date of delivery.
Right of reuse. The Provider retains an unrestricted right to use the Software, to develop it and to license it to other clients, including entities competing with the Client; the Client has no claim and no entitlement to remuneration in that respect. The Provider retains in particular the right to use freely general knowledge, methodologies, tools, frameworks, reusable components and the experience gained in performing the Agreement. In doing so the Provider undertakes to keep the Client's information confidential in accordance with § 14. The Agreement establishes no non-compete, exclusivity or restriction on whom the Provider may serve.
Open source and third-party licences. The licence does not cover the standard Odoo System (separate Odoo S.A. licence), third-party software covered by an integration (separate licences of their suppliers) or open-source components, to which their authors' licences apply. The Provider provides a list of the open-source components used in the Software at the Client's request.
Assurance as to rights. The Provider states that it holds the rights it grants under paragraph 2, and that granting the licence to the extent set out there does not infringe third-party rights. The Provider makes no statement and gives no assurance that individual elements of the Software constitute works within the meaning of art. 1(1) of the Act on Copyright and Related Rights. To the extent that an element of the Software does not constitute a work, the Provider grants the Client an irrevocable, perpetual and territorially unlimited right to use it to the extent corresponding to paragraphs 2 and 3.

§ 13. Performing work using AI Systems

Consent. The Provider is entitled to perform work under the Agreement using AI Systems. The Client consents to this by signing the Order Form. This provision constitutes a Reserved Term (§ 3(4)(4)).
Authorship and human supervision. Work performed using AI Systems is the Provider's work. The Provider remains its author in the sense of contractual responsibility and is responsible for its result as it would be for work performed without the use of AI Systems. Every output produced using AI Systems is subject to verification by a specialist of the Provider before being delivered into the Client Environment; the Provider does not introduce into the Client's production environment any output that has not been verified by a human. The use of AI Systems transfers to the Client no risk and no liability that would, without their use, rest with the Provider.
AI subprocessors. Suppliers of AI Systems to which Client data is transferred are subprocessors of the Provider and are listed on the Subprocessor List in the version pinned by the Order Form. The Provider does not use, in performing the Agreement, any supplier of AI Systems that is not on the Subprocessor List. In performing the Agreement, AI Systems operate on the Provider's account with the supplier, not on the Client's account.
Changes to the Subprocessor List. The Provider notifies the Client of any intention to add or change a subprocessor with at least thirty (30) days' prior notice, identifying the version of the new Subprocessor List and its permanent URL. Within that period the Client may object on reasonable data protection grounds. Where an objection is raised that cannot reasonably be resolved, the Client may terminate the affected Order Form with effect as at the date the change takes effect, and the Provider is entitled to remuneration for work performed up to that date.
Confidentiality flow-down. The Provider imposes on every supplier of AI Systems the same obligations as to confidentiality and data protection as arise under § 14 and under the DPA (art. 28(4) GDPR), and remains liable to the Client for the acts and omissions of such a supplier as for its own.
No training on Client data. The Provider does not train or fine-tune models on Client data. The Provider uses only those endpoints of AI System suppliers whose terms exclude the use of data transferred for training that supplier's models or those of third parties. Where no such endpoint is available for a given function, the Provider does not transfer Client data to it without the Client's prior consent given by e-mail.
Minimisation. The Provider limits the data transferred to AI Systems to what is necessary to perform the given activity. The transfer of personal data to AI Systems is governed by the DPA and by § 15.
Metadata. The Provider may use metadata concerning task types, delivery times and output quality in order to improve its own services, provided that such use does not include Client data or personal data.

§ 14. Confidentiality

Each Party shall keep confidential the commercial and technical information of the other Party obtained in connection with the Agreement, in particular information about organisation, processes, configuration, counterparties, price lists, inventory levels and turnover, as well as source code and technical documentation. This obligation continues after the end of the Agreement.
The confidentiality obligation does not cover information which: is publicly known without breach of the Agreement; was developed independently, without use of the other Party's information; was obtained from a third party entitled to disclose it; or the disclosure of which is required by a mandatory provision of law or by a decision of a competent authority — in which last case the disclosing Party notifies the other Party before disclosure, unless the law prohibits this.
Each Party may disclose confidential information to its employees, associates, subcontractors and advisers to the extent necessary to perform the Agreement, provided that they are placed under a confidentiality obligation no less protective than this paragraph.
Retention exception. The obligation to return or delete confidential information does not cover copies necessary for audit, tax and the establishment or defence of legal claims, or data fixed in automated backups, in the service ticket history and in the version history of the Provider's tools, the selective deletion of which is not technically feasible. Such data remains subject to the confidentiality obligation and is deleted upon expiry of the applicable retention period.

§ 15. Personal data

Roles of the Parties. The Client is the sole controller of personal data processed in the Odoo System and in the Software — including data of the Client's employees and of persons representing counterparties.
Scope of entrustment. To the extent that, in performing the Agreement, the Provider processes personal data on the Client's behalf, such processing is governed by the DPA in the version pinned by the Order Form. The DPA takes precedence over the OWŚU in matters of personal data protection.
The DPA as a condition, not a promise. The Provider does not commence processing of personal data in the Client's production environment before the DPA has been concluded. Until the DPA is concluded, activities concerning production data — including the import and synchronisation of counterparty data, the granting of user access and configuration using real data — are carried out by the Client with its own personnel and at its own responsibility, and the Provider may support the Client in them only: a) on anonymised or test data, or b) within the Client's infrastructure and under its direct supervision — without downloading, saving or storing data outside the Client's infrastructure. Failure by the Client to conclude the DPA suspends those stages of the work requiring access to production data, with the effect set out in § 5(2). This provision constitutes a Reserved Term (§ 3(4)(6)).
Incidental sight of data. Accidental, incidental sight of data by the Provider — for example a screenshot sent by the Client in a report — does not constitute an entrustment of processing; the Provider treats such information as confidential and deletes it promptly once the purpose for which it was provided has ceased, subject to § 14(4).
Lawfulness of the data transferred. The Client is responsible for establishing the legal basis for processing, for discharging information obligations towards data subjects, and for the permissibility of transferring data to the Provider and onward to the subprocessors identified on the Subprocessor List. The Client shall not provide the Provider with special category data (art. 9 GDPR) or payment card data without prior written agreement.
Copies of environments after conclusion of the DPA. After the DPA has been concluded the Provider — to the extent necessary for diagnostics, testing and development work — makes and processes copies of the Client's database and environments, including copies containing production data, and places the Client's project code and configuration in the repositories and systems identified on the Subprocessor List. The rules, retention periods and security measures applicable to such copies are set out in the DPA. The restrictions in paragraph 3(a) and (b) apply only to the period before conclusion of the DPA and do not describe how the Provider works after it has been concluded.

§ 16. Liability

Limit per Order Form. The Provider's aggregate liability to the Client — under the Agreement, under the DPA and on any non-contractual basis — is limited to the net remuneration actually paid by the Client under the given Order Form, provided that it is: a) not less than PLN 25,000 (twenty-five thousand złoty), and for Order Forms denominated in euro, not less than EUR 5,000 (five thousand euro); and b) never more than the total net value of that Order Form. The lower limit in (a) is applied before the upper limit in (b). The lower limit is expressed in the currency of the Order Form and is not converted. For Order Forms that do not state a total net value — in particular open-ended Type E Order Forms — the restriction in (b) does not apply.
Limit calculated per Order Form. The limit referred to in paragraph 1 is calculated separately for each Order Form and not in aggregate across all Order Forms concluded with a given Client.
Scope of the limit. The limitation under paragraph 1 covers all heads of liability, including claims relating to breach of confidentiality, of personal data protection and of intellectual property rights.
Exclusion from the limit. The limitation does not apply to damage caused intentionally (art. 473 § 2 k.c. — a stipulation excluding liability for intentionally caused damage is void) or to liability which under mandatory provisions of law may not be limited.
Excluded damages. The Provider is not liable for: lost profits, indirect and consequential damage, loss of data, interruption of the Client's business, the consequences of decisions taken on the basis of data from the Software, or claims of counterparties or other third parties against the Client. This exclusion is without prejudice to the obligation to remedy the Defect itself under the regimes in § 7 and § 11.
Accounting, tax and reporting consequences. The Provider is not liable for the accounting, tax or reporting consequences of using the Software. Assessment of those consequences and ensuring compliance with tax and accounting law rest with the Client and its advisers.
Third-party systems. The Provider is not liable for the operation of third-party systems, including the Odoo System and the Client's public, banking and production systems, or for the consequences of changes introduced by their suppliers.
Relationship to the GDPR. The limitation referred to in paragraph 1 governs settlements between the Parties and does not affect the liability of either Party towards data subjects or towards the supervisory authority (art. 82 GDPR).
Mitigation. Each Party shall take reasonable steps to mitigate its loss.

§ 17. Term, termination and effects

The Agreement enters into force in accordance with § 2(6) and continues until the services covered by the Order Form have been performed, including until Acceptance of all Acceptance Items and the use or expiry of the pool of hours, where the Order Form provides for one.
Termination on notice. Either Party may terminate the Agreement on 30 days' notice, in forma dokumentowa, without stating a reason.
Immediate termination by the Provider. The Provider may terminate the Agreement with immediate effect if the Client: a) is more than 30 days in arrears with payment following the unsuccessful demand referred to in § 9(4); or b) fails to provide the conditions set out in § 5(1) for a period longer than 60 days.
Immediate termination by the Client. The Client may terminate the Agreement with immediate effect if the Provider commits a material breach of the Agreement and fails to remedy it within 30 days of a written or e-mailed demand identifying the breach.
Settlement. On termination the Provider is entitled to remuneration for work performed up to the date of termination of the Agreement, including for Acceptance Items accepted, for work in progress — in proportion to the degree of its completion — and for hours actually used. Any part of the remuneration paid before the start of work is non-refundable to the extent corresponding to work commenced before the date of termination.
Licence after termination. Termination does not affect the licence granted under § 12(2) or — where the Order Form provided for delivery of the source code — the obligation to deliver it under § 12(4), provided that the remuneration due up to the date of termination has been paid. Otherwise the licence referred to in § 9(5) expires on the date of termination of the Agreement; as from that date the Client ceases to use the Software, removes it from the Client Environment and confirms this to the Provider by e-mail.
Surviving provisions. §§ 11, 12, 13(5)–(8), 14, 15, 16 and 20 remain in force after the end of the Agreement, in accordance with their terms.

§ 18. Changes to the OWŚU

The OWŚU are subject to two separate amendment regimes, depending on the nature of the services covered by the given Order Form.

18.1. One-off services (projects)

For Order Forms covering only one-off services — in particular Types A, B and C and a closed pool of Type D or E hours — the version of the OWŚU pinned by the Order Form applies unchanged until performance of that Order Form is complete, together with the Guarantee period and the period during which the provisions referred to in § 17(7) remain in force.
Publication of a new version of the OWŚU does not affect the Order Forms referred to in paragraph 1. The obligation under such an Order Form is not of a continuing character, and accordingly art. 384¹ k.c. — under which a wzorzec issued during a continuing contractual relationship binds the other party — does not apply to it.
Changing the terms applicable to such an Order Form requires the concurring declaration of both Parties in the form applicable to amendment of the Agreement (§ 20(1)) or the signature of a new Order Form.

18.2. Continuing services

For Order Forms covering services of a continuing character — in particular open-ended or renewable Type E support — the Provider may issue a new version of the OWŚU during the currency of the contractual relationship. The new version binds the Client on the basis of art. 384¹ k.c. if the conditions in paragraphs 2 to 4 are cumulatively satisfied.
Notice. The Provider delivers to the Client, at the contact address identified in the Order Form, notice of the new version, in a form allowing it to be stored and reproduced in the ordinary course of business (art. 384 § 4 k.c.). The notice contains: a) the version identifier; b) the permanent URL of the new version; c) a PDF snapshot of the new version, attached; d) the date on which the new version takes effect; e) an indication of the scope of the changes and notice of the right of termination referred to in paragraph 4.
Notice period. The date on which the new version takes effect may not fall earlier than 30 days from delivery of the notice.
A real right of termination. The Client has the right to terminate the Agreement in accordance with § 17(2). If the Client gives notice of termination before the date on which the new version takes effect, the new version does not bind it, and the version pinned by the Order Form applies until the end of the Agreement. If the Client does not terminate within that period, the new version binds it from the date it takes effect.
No retroactive effect. A new version of the OWŚU does not apply to services already performed, to remuneration already due, to Acceptance Items already accepted or to Guarantee periods already begun before the date on which it takes effect.

18.3. Superseded versions

Every published version of the OWŚU is immutable and remains available at its permanent URL after being superseded by a later version. The Provider maintains an index of all versions at https://opsway.com/legal.

§ 19. References

The Provider is entitled to state that it has delivered a project for the Client in its portfolio and marketing materials — including by giving the Client's name, industry and a general description of the implementation — without disclosing confidential information within the meaning of § 14. On the Client's written objection the Provider ceases further use of such a reference.

§ 20. Final provisions

Form. Amendments to the Agreement require forma dokumentowa on pain of invalidity, subject to § 3(5), which provides an enhanced form for derogations from the Reserved Terms. Orders for additional work (§ 8), reports, notices and protocols (§ 7 and § 11) and the acceptances referred to in § 10 may be given and confirmed by e-mail.
Entire agreement. The Order Form together with the documents pinned in accordance with § 2(4) constitutes the entire agreement between the Parties as to its subject matter and supersedes all earlier offers, presentations, quotations, orders, correspondence and oral and telephone arrangements. No statements, promises or assurances made before conclusion of the Agreement and not included in its text bind the Parties.
Governing law and forum. The governing law is Polish law. The court having jurisdiction over disputes under the Agreement is the common court having local jurisdiction over the defendant's registered office. The Parties shall first attempt to resolve any dispute amicably. This provision constitutes a Reserved Term (§ 3(4)(5)).
Language. The authoritative text of the OWŚU is the Polish text. Versions in other languages are published solely for the convenience of the Parties; in the event of any discrepancy the Polish text prevails.
Assignment. Neither Party may transfer its rights or obligations under the Agreement to a third party without the other Party's prior consent given in forma dokumentowa.
Force majeure. Neither Party is liable for delay or non-performance caused by events beyond its reasonable control, including acts of God, war, acts of public authority, failure of telecommunications or internet connectivity, and the failure of, or cessation of services by, external suppliers, including suppliers of AI Systems.
Contact. Contact persons and addresses, including the service address for reports, are identified in the Order Form. A change of contact details requires notification of the other Party by e-mail and does not constitute an amendment to the Agreement.
Severability. The invalidity or ineffectiveness of individual provisions does not affect the validity of the remainder; a defective provision shall be replaced by a valid one closest to the original purpose.

Version 2026-09-25 · OpsWay General Terms of Service · Digital Delivery Center sp. z o.o. · KRS 0000964819 · Convenience translation — the Polish text at https://opsway.com/legal/owsu/2026-09-25 governs