The parties are Bennovate sp. z o.o., ul. Christiana Andersena 25, 94-118 Łódź, Poland, KRS 0000597272, NIP 7272799328, REGON 363700466, trading as Avantwerk (“Avantwerk”), and the business customer identified in the Order Form (“Customer”).
1. Business character and contract formation
CRM is offered solely for business or professional purposes. There is no self-service consumer purchase route. Where the Customer is a natural person conducting business, the Agreement does not exclude any mandatory protection applying because the Agreement is not professional in character for that person.
A paid Agreement is formed only by acceptance of a complete Order Form. Before acceptance, the Customer receives every incorporated standard document and schedule in a form it can store and reproduce. A demonstration, enquiry or free trial does not create a paid subscription or automatic renewal.
2. Documents, definitions and precedence
Order Form means an executed or accepted EN_order_form identifying the parties, scope, price, term and document versions. Platform means the CRM functions selected in the Order Form. Customer Data means data and materials entered by or for the Customer. Business Day means Monday to Friday excluding public holidays in Poland.
The order of precedence is: mandatory law; the Data Processing Agreement for personal-data matters; individually negotiated deviations identified in the Order Form; the Order Form; incorporated schedules and appendices; these Terms. An informational document, an offer not incorporated into the Order Form, or website copy does not amend the Agreement. A later document changes an earlier one only where it expressly identifies the provision changed and is accepted in the required form.
3. Scope, accounts and suppliers
Avantwerk supplies only the modules, limits, work and deliverables stated in the Order Form. The Customer protects credentials, grants access only to authorised persons and promptly reports suspected misuse. Integrations and parts of the Platform depend on third-party suppliers. Avantwerk remains responsible for its own configuration, selection within its control, escalation and communication, but does not present a supplier commitment as its own guarantee.
4. Charges and scope changes
Prices, taxes, currency, billing period, usage limits, supplier charges, invoices and due dates exist only as stated in the Order Form. An additional cost beyond an agreed limit requires the Customer’s prior acceptance. A price, scope, term or renewal change requires a new or amended Order Form; continued use alone is not acceptance.
After notice, Avantwerk may proportionately suspend paid access for an undisputed overdue amount, allowing the Customer to explain the payment. Urgent suspension is limited to what is necessary for security or to stop serious unlawful use.
5. Data, communications and AI
The Data Processing Agreement governs Customer Data processed by Avantwerk on the Customer’s instructions. Avantwerk may separately act as controller for account administration, billing, security and business records; that processing requires the applicable privacy notice.
The Customer is responsible for its purposes, legal bases, notices, retention and channel-specific permissions. Avantwerk is responsible for lawful technical processing under its control and does not use Customer Data for unrelated purposes of its own. A channel or automation presenting material legal risk may be stopped to the necessary extent after reasons are given.
An enabled AI function supports the tasks selected in the Order Form; it is not professional advice or the sole basis for a decision producing legal or similarly significant effects. The Order Form identifies the model, data, human oversight and required disclosures.
6. Support and availability
Avantwerk performs with reasonable professional skill and care. Baseline Platform support is part of the paid subscription; its channel, standard service hours, priority classes and escalation route are stated in the Order Form and the incorporated Support and Availability Policy. No separate maintenance agreement is required to receive baseline support.
Additional monitoring, administration of websites or integrations, backups outside Platform mechanisms, on-call cover, reports or development work apply only where the Order Form expressly incorporates the Optional Managed Services Schedule and identifies the price and scope.
Without an express measurable entry in the Order Form there is no percentage availability commitment, guaranteed repair time, 24/7 support, service credit or automatic refund. An acknowledgement target is not a guaranteed repair time. The absence of a credit does not exclude remedies under law or Avantwerk’s responsibility for its own breach.
7. Confidentiality and rights
Each party protects the other’s non-public information with at least the care used for its own and discloses it only to persons or suppliers who need it and are under appropriate duties. The duty does not cover information properly public, lawfully known beforehand, independently developed, or required to be disclosed by law following notice where permitted.
The Customer retains Customer Data and Customer materials. Avantwerk retains pre-existing tools, methods, know-how and templates; third-party components remain subject to their licences. After payment, a bespoke deliverable is subject to a non-exclusive, perpetual licence for the Customer’s business unless a signed IP Schedule expressly provides different rights and fields of exploitation. Payment or acceptance alone does not transfer copyright.
8. Liability and remedies
Each party is liable for loss caused by its breach under Polish law. For a remediable non-conformity, the first remedy is correction or re-performance within a reasonable agreed period. Failure to cure a material non-conformity permits a proportionate adjustment for the paid but undelivered part or termination of the affected scope, without limiting remedies that cannot lawfully be excluded.
A liability cap, excluded category of loss or indemnity exists only where the corresponding commercial decision is completed and accepted in the Order Form. An incomplete liability section means the Order Form must not be accepted. The Agreement does not exclude liability for intentional fault, other non-excludable liability or the rights of data subjects.
9. Term, termination and accounting
The term, renewal and ordinary termination are stated in the Order Form. Either party may terminate affected scope for a remediable material breach not cured within a reasonable period stated in a written notice. Immediate action is permitted only to the necessary extent for serious illegality, intentional misuse, an urgent security threat or an irremediable breach, subject to mandatory law.
Accounting for cancellation, deposits and unused prepaid future periods is a commercial decision in the Order Form. Without an entry, the parties account under law for performed and accepted services, documented work, and the paid but undelivered part, without a presumption that all sums are non-refundable. Accrued payment, confidentiality, acquired rights, data and agreed handover duties survive to the extent needed.
10. Changes, force majeure and assignment
A material change to price, scope, liability, data role, term or legal right requires express acceptance. A purely operational or security update may be notified in advance but may not materially reduce the contracted service.
A party affected by an event beyond reasonable control promptly gives notice, mitigates and resumes performance. An ordinary supplier outage or failure to cooperate is not automatically force majeure. Neither party assigns the Agreement in a way materially reducing the other’s rights without consent, except on a genuine transfer of the relevant business after notice and assumption of obligations.
11. Polish law, courts and notices
Polish law governs. The parties first attempt good-faith negotiations. For a Customer that is a legal person, or a business for which the term is individually effective, unresolved disputes are heard by the courts competent for Avantwerk’s registered office. For a natural-person business entitled to mandatory protection, court competence is determined by mandatory law.
Notices: the addresses in the Order Form · [email protected] · data: [email protected]. Invalidity of one term does not affect the remainder; failure to exercise a right is not a waiver.
