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Terms of Service

§ 1General provisions

  1. These Terms of Service set out the rules for concluding and performing agreements for services in programming, technology, automation and artificial intelligence, ordered through the ILARIUM website (hereinafter the “Website”).
  2. The contractor and party to agreements concluded under these Terms is: Fundacja Rozwoju Przedsiębiorczości „Twój StartUp”, registered office: ul. Żurawia 6/12, lok. 766, 00-503 Warsaw; correspondence address: al. Jerozolimskie 123A, 18th floor, 02-017 Warsaw; entered in the National Court Register (KRS) under number KRS 0000442857, NIP: 5213641211, REGON: 146433467, BDO: 000460502 (hereinafter the “Contractor” or the “Foundation”).
  3. The Services covered by these Terms are provided within an organised part of the enterprise operating at the Foundation under the name Anton Tokariev and represented operationally by: Anton Tokariev, e-mail: tokariev.a.g.i@gmail.com, tel.: +48 734 445 665 (hereinafter the “Service Performer”).
  4. Anton Tokariev is the person designated by the Contractor for day-to-day contact with the Client and direct performance of the Services within the organised part of the enterprise referred to above.
  5. The designation “ILARIUM” is a name used on the Website and in commercial communication about the Services. ILARIUM is not a separate legal entity and is not a separate party to the Agreement.
  6. A Client within the meaning of these Terms is an entrepreneur or other entity purchasing the Services in connection with its business or professional activity (hereinafter the “Client”).
  7. The Terms are made available to the Client before the Agreement is concluded in a way that allows them to be saved, reproduced and stored.

§ 2Services

  1. The Contractor undertakes to provide the Client with services relating in particular to:
    1. designing, creating, developing and maintaining software;
    2. creating web applications, internal tools and other IT solutions;
    3. business process automation;
    4. designing, creating and implementing systems that use artificial intelligence;
    5. designing and implementing AI agents;
    6. integrating information systems, APIs and external services;
    7. analysing and optimising business processes;
    8. implementing tools that automate sales, marketing, customer service and business operations;
    9. technology consulting;
    10. maintaining, developing and modifying previously implemented solutions;
    hereinafter together the “Services”.
  2. The detailed scope of the Services is determined by:
    1. the description of the Services available on the Website;
    2. individual arrangements between the Client and the Service Performer;
    3. a specification accepted by the Client, an email, a document, an electronic message, a task management system or another agreed form defining the scope of work,
    hereinafter together the “Order”.
  3. Individual Orders carried out during the term of the Agreement constitute performance of the Agreement and do not require a separate agreement each time.
  4. In the event of a discrepancy between the detailed terms of an agreed Order and the Terms, the individually agreed terms of the Order prevail to the extent that they expressly modify the Terms.

§ 3Conclusion of the Agreement

  1. The Agreement between the Client and the Contractor may be concluded electronically through the Website.
  2. Before the Agreement is concluded, the Client has the opportunity to review:
    1. the description of the Services;
    2. the price and the billing period;
    3. these Terms;
    4. the rules for making payments.
  3. To conclude the Agreement, the Client:
    1. selects a Service;
    2. provides the data required to fulfil the order and for payment;
    3. confirms that they have read and accept the Terms;
    4. places an order that creates an obligation to pay;
    5. makes a payment or sets up a payment method that allows recurring charges.
  4. Acceptance of the Terms together with placing an order with an obligation to pay constitutes the Client's declaration that they accept the terms of the Agreement.
  5. The Agreement is concluded at the moment the payment is successfully confirmed by the payment operator, unless another moment of conclusion is specified in individual arrangements.
  6. The Agreement is concluded between the Client and Fundacja Rozwoju Przedsiębiorczości „Twój StartUp”.
  7. As a result of the Agreement being concluded, Anton Tokariev does not become a separate party to the Agreement with the Client.
  8. The Contractor may send the Client, to the email address provided, confirmation that the Agreement has been concluded together with the Terms or a link allowing them to be downloaded.
  9. Electronic data on placing the order, accepting the Terms and making the payment may serve as proof that the Agreement was concluded.

§ 4Rules for providing the Services

  1. The Services will be performed with the due care expected of professional IT services.
  2. The manner and schedule of performing individual Orders may be agreed with the Client on an ongoing basis.
  3. The Client undertakes to cooperate with the Contractor to the extent necessary to perform the Services.
  4. The Client is required in particular to provide in good time information, materials, data, access to systems, API access credentials, decisions and approvals, and other elements necessary to perform a given Order.
  5. A delay by the Client in performing the obligations referred to above may affect the time for performing the Services accordingly.
  6. The Contractor is not liable for delays or inability to perform the Services resulting from the Client's lack of cooperation.
  7. The Client may submit comments on the Services being performed and request reasonable corrections that fall within the agreed scope of the Order.
  8. Extending the scope of an Order may require additional remuneration or a corresponding adjustment to the schedule.

§ 5Use of third parties and technology tools

  1. In providing the Services the Contractor may use employees, associates, subcontractors and specialists acting on its behalf, with the Contractor remaining liable for performance of the Agreement.
  2. In providing the Services, third-party solutions may be used, in particular hosting and cloud services, external APIs, artificial intelligence models, automation platforms, software libraries, open-source systems, databases, communication systems, analytics tools and other SaaS services.
  3. If the use of a third-party solution involves an additional fee, the parties may agree that the cost of such a solution is borne directly by the Client.
  4. The Contractor is not liable for interruptions, failures, changes to functionality, changes to the terms of service, API limitations, or the discontinuation of services by independent external providers that the Contractor does not control.
  5. If an event referred to above occurs, the Contractor will take reasonable steps to find an alternative solution, if it is technically and economically justified.

§ 6Remuneration

  1. The remuneration due to the Contractor is specified on the Website for the relevant Service or in an individual offer accepted by the Client.
  2. The amount of the remuneration and the billing period are specified on the Website for the selected Service, subject to the relevant provisions on value added tax (VAT).
  3. If, under applicable regulations, VAT must be added to the price, it will be charged at the applicable rate.
  4. In the case of cross-border sales, the way VAT is accounted for is determined in accordance with the applicable tax regulations.
  5. The accounting document for the Services is issued by the Contractor, that is Fundacja Rozwoju Przedsiębiorczości „Twój StartUp”.

§ 7Payments and Stripe

  1. Payments for the Services may be made through the Stripe payment system.
  2. The technical payment operator is the entity belonging to the Stripe group that is competent for the given transaction.
  3. A payment made through Stripe is a payment due to Fundacja Rozwoju Przedsiębiorczości „Twój StartUp” for Services performed within the organised part of the enterprise of Anton Tokariev.
  4. The internal assignment of a payment account, bank account, Stripe account or settlements to the organised part of the enterprise of Anton Tokariev does not change the party to the Agreement.
  5. For Services billed on a recurring basis, by making the first payment and accepting the Terms the Client consents to the selected payment method being charged periodically with the amount due for the next billing period.
  6. The fee is charged automatically at the start of each subsequent billing period until the Agreement is terminated in accordance with these Terms.
  7. If a payment fails, the Contractor may retry collecting the amount due.
  8. If payment is not made, the Contractor may suspend the Services until the outstanding amount is settled.

§ 8Term and subscription

  1. Unless the offer provides otherwise, an Agreement for ongoing subscription-based service is concluded for an indefinite period and is billed in monthly billing periods.
  2. The first billing period starts on the day the Agreement is concluded, unless the Parties agree another start date for the Services.
  3. At the end of each monthly billing period the Agreement continues for the next monthly billing period, unless it is terminated in accordance with the Terms.
  4. The Client may terminate the Agreement without giving a reason.
  5. Notice of termination must be given no later than before the start of the next billing period.
  6. If the Agreement is validly terminated, the next recurring charge will not be made and the Services will be provided until the end of the paid billing period.
  7. Remuneration for a billing period that has begun is not refundable pro rata solely because the Client has stopped using the Services early.
  8. The provisions of this section do not exclude the Client's right to pursue claims arising from non-performance or improper performance of the Agreement.

§ 9Nature of the Services and no guarantee of a business result

  1. The Contractor undertakes to perform the Services professionally but does not guarantee that the Client will achieve a specific economic or business result, unless a specific result is expressly guaranteed in an individual Order.
  2. In particular, the Contractor does not guarantee any specific increase in revenue, level of sales, level of savings, number of customers, conversion rate, return on investment or result of the Client's business.
  3. Results generated by systems that use artificial intelligence may be probabilistic in nature.
  4. The Client acknowledges that AI-based solutions may require human oversight before their results are used in processes with significant legal, financial or business consequences.

§ 10Copyright

  1. If the performance of the Services results in a work within the meaning of copyright law, in particular a computer program, source code, documentation, design or other creative result, the economic copyrights in a work created individually for the Client pass to the Client after payment of the entire remuneration due for the period or Order in which the work was created.
  2. The transfer of rights takes place without territorial or time limits, within the fields of exploitation existing at the time the work is created, including in particular: permanent or temporary reproduction of a computer program; loading, displaying, running, transmitting and storing; translating, adapting, modifying and making other changes; distributing the work or copies of it; recording and reproducing by any technique; placing on the market, lending or rental; making publicly available; creating, using and distributing adaptations and derivative works; using the work in whole or in part.
  3. The Client obtains the right to modify the works and to exercise and authorise the exercise of derivative rights to the extent permitted by law.
  4. To the extent permitted by law, the Contractor undertakes not to exercise moral rights in a way that hinders the Client's use of the delivered result.
  5. The provisions on the transfer of copyright do not cover: code, libraries, modules, components, frameworks, templates, tools and other elements existing before the start of the given Order; the Contractor's universal technical components and know-how; open-source solutions; third-party software and components; artificial intelligence models and technologies owned by third parties; elements made available under separate licences.
  6. To the extent that the elements referred to in para. 5 are necessary to use the result created for the Client, the Client obtains the relevant right to use them under the applicable licence or, in the case of the Contractor's own components, a non-exclusive, perpetual and territorially unlimited licence to the extent necessary to use the delivered result.
  7. The transfer of rights to results created individually for the Client does not limit the Contractor's ability to use general knowledge, experience, skills, methodologies, technical concepts and know-how gained during performance of the Agreement, provided that this does not infringe the Client's rights and confidential information.

§ 11Client materials

  1. The Client declares that it holds the rights or other legal grounds that allow it to provide the Contractor with materials, data, content, trademarks, databases and other elements necessary to perform the Services.
  2. The Client grants the Contractor the right to use these materials to the extent necessary to perform the Agreement.
  3. The Contractor is not liable for infringement of third-party rights resulting from the use of materials provided by the Client in accordance with its instructions, if the Contractor was not aware of the unlawful nature of such use.

§ 12Confidentiality

  1. The Parties undertake to keep confidential the technical, commercial, organisational and business information of the other Party that is not publicly available and was disclosed in connection with performance of the Agreement.
  2. Confidential information may be used solely for the purpose of performing the Agreement.
  3. The confidentiality obligation does not cover information that is publicly available without breach of the Agreement, lawfully held before disclosure, lawfully obtained from a third party, or whose disclosure is required by law or a decision of a competent authority.
  4. The confidentiality obligation also applies after the Agreement ends.

§ 13Liability

  1. The Contractor is liable for non-performance or improper performance of the Agreement under the rules arising from applicable law, subject to the provisions of these Terms.
  2. The Contractor is not liable for damage resulting from incorrect information or materials provided by the Client, the Client's actions contrary to the Contractor's recommendations, failures of third-party services, changes or limitations of external APIs, infrastructure failures beyond the Contractor's control, or unauthorised changes made by the Client or third parties to the delivered solution.
  3. To the extent permitted by mandatory provisions of law, the Contractor's liability for damage connected with the Agreement is limited to the amount of net remuneration actually paid by the Client to the Contractor in the 3 months preceding the event causing the damage.
  4. The limitation referred to above does not apply to the extent that its application would be inadmissible under mandatory provisions of law.

§ 14Termination of the Agreement

  1. Each Party may terminate the Agreement on the terms set out in § 8.
  2. The Contractor may terminate the Agreement or suspend the Services in the event of non-payment, a material breach of the Terms by the Client, a lack of cooperation that makes performing the Services impossible, or use of the Services for activity contrary to law.
  3. If the nature of the breach allows it to be remedied, the Contractor may, before terminating the Agreement, call on the Client to remedy the breach within a reasonable time.
  4. After the Agreement ends, the Contractor will hand over to the Client the results of work to which the Client has acquired rights in accordance with § 10, subject to payment of the remuneration due.
  5. The Contractor may withhold handing over the results until overdue amounts relating to those results are paid.

§ 15Complaints

  1. The Client may submit a complaint about the provision of the Services to: tokariev.a.g.i@gmail.com.
  2. The complaint should contain information that allows the Client to be identified and, where possible, a precise description of the reported problem.
  3. The Contractor will consider the complaint without undue delay and send the Client a reply electronically.

§ 16Protection of personal data

  1. The controller of personal data processed by the Foundation in connection with the conclusion and performance of the Agreement is Fundacja Rozwoju Przedsiębiorczości „Twój StartUp”, ul. Żurawia 6/12, lok. 766, 00-503 Warsaw.
  2. Personal data may be processed in particular for the purpose of taking steps aimed at concluding the Agreement, concluding and performing the Agreement, meeting accounting and tax obligations, handling payments, and establishing, pursuing or defending claims.
  3. Data may be passed to entities involved in performing the Agreement, in particular the Foundation's beneficiaries, associates, IT providers, and providers of hosting, accounting, banking and payment services, to the extent necessary for the relevant purposes.
  4. Detailed information on the processing of personal data by the Foundation is available in its information clause and Privacy Policy.
  5. Contact on matters of personal data protection at the Foundation: rodo@twojstartup.pl.
  6. If, in the course of a specific Order, the Contractor processes personal data on behalf of the Client as a processor, the Parties will conclude, if required, an appropriate data processing agreement.

§ 17Force majeure

  1. Neither Party is liable for non-performance or delay in performing obligations under the Agreement caused by circumstances beyond that Party's reasonable control.
  2. Such circumstances may include in particular natural disasters, fires, wars, strikes, actions of public authorities, serious failures of telecommunications infrastructure and other events of a similar nature.

§ 18Communication

  1. Ongoing communication regarding the provision of the Services may take place electronically, in particular by email, online messengers and project management systems.
  2. The Client is required to provide a current email address that allows communication regarding the Agreement.
  3. Declarations of termination of the Agreement may be sent in documentary form by email, unless mandatory provisions of law require another form.

§ 19Governing law and disputes

  1. Polish law applies to the Agreement and these Terms.
  2. The Parties will seek to resolve any disputes amicably.
  3. If a dispute cannot be resolved amicably, it will be submitted to the common court competent for the Contractor's registered office, unless mandatory provisions of law provide otherwise.

§ 20Final provisions

  1. The Terms form an integral part of the Agreement.
  2. If any provision of the Terms proves invalid, ineffective or unenforceable, this does not affect the validity of the remaining provisions.
  3. The Contractor may amend the Terms for important reasons, in particular in the event of a change in legislation, a change in the way the Services are provided, the introduction of new functionality, a change in the technologies or payment systems used, or the need to remove ambiguities or errors.
  4. An amendment to the Terms does not affect the Client's acquired rights.
  5. In the case of Agreements concluded for an indefinite period, the Contractor will inform the Client of amendments to the Terms before they take effect, in a way that allows the Client to terminate the Agreement if it does not accept the changes.
  6. The Terms take effect for the Client at the moment payment is made on the Website.