These Terms and Conditions determine the terms of use of the VC360 system available on the following pages and addresses: https://virtualcar360.com/ or https://shop.exacto-group.com/ (“System”), delivered and provided by Exacto Holding sp. z o.o. with its registered office in Warsaw (01-745), ul. Jasnodworska 3B/271, entered in the register of entrepreneurs of the National Court Register (KRS) under number KRS: 0000623940, Tax Identification Number NIP: 5222980786, share capital in the amount of PLN 250,000 (“Service Provider,” “Exacto”).
- DEFINITIONS
1.1. Pricelist – the prices of Products and a statement of fees assigned to the individual scopes of Services, in particular, the Start Fees and fees included in the Subscription; the amount of fees also depends on the number of Locations where Services are used; amendment of the Pricelist does not constitute the amendment of the Agreement;
1.2. Data – data provided or processed by the Clients or other Users as part of the functionalities of the Services;
1.3. Business Days – days from Monday to Friday, within the working hours applicable at Exacto, except public holidays according to generally applicable legal provisions of the Republic of Poland;
1.4. Client – a natural or legal person or an organisational entity who, within the frames of the pursued business or professional activity, orders Products or Services and with whom Exacto concludes the Agreement; the Client may at the same time be a Representative;
1.5. Account – one of Exacto's services, which consists in providing the Client or the Representative with a separate and modifiable part of the System that will allow the Users to use other Services;
1.6. Coordinator – a person authorised by the Service Provider or the Client, responsible for the current and proper performance of the Agreement; The Client’s Coordinator is, in particular, authorised to place Orders in a manner binding upon the Parties and accept any amendments to the Terms and Conditions, and the Coordinator of Exacto is authorised to announce amendments to the Terms and Conditions, accept Orders, etc.; replacement of a Coordinator does not constitute an amendment;
1.7. Location – a single venue (outlet, station, office, etc.) where the System is used;
1.8. (Information) Materials – detailed features and functionalities of individual Services, as well as specification materials or technical documentation instructing on how to use the Services; depending on the Services, Information Materials may be available in their description in the System or within the Account; materials and documents that are Information Materials constitute a supplement to the Agreement binding upon the Parties; in the case of any discrepancy between the Agreement or the Terms and Conditions and the Materials, the Information Materials prevail; modification of the Information Materials does not constitute amendment of the Agreement; the Materials are marked in a special manner by Exacto as binding upon the Parties;
1.9. Subscription Term (Subscription) – a settlement term within the Agreement term, in which Services are provided and fees are charged as per the Pricelist and the provisions of the Agreement, including Orders, with a default duration of one calendar month or, if the Client purchases Services on a date other than at the beginning of a calendar month, the first Subscription Term is proportionally shorter;
1.10. Start Fee – a one-off basic fee covering the launch of Services, it may cover, in particular, introducing one Representative to a Service;
1.11. Package – a variant defining the objective scope of Services, selected by the Client out of the options offered by Exacto; Packages may also be customised for individual Clients;
1.12. Privacy Policy – a document presenting the details of the processing of the Users’ personal data by the Service Provider; the Privacy Policy supplements the Terms and Conditions and is available in electronic form here: https://shop.exacto-group.com/polityka-prywatnosci/;
1.13. Representative – a natural or legal person or an organisational entity who, within the frames of the pursued business or professional activity, uses the Services on the basis of the Agreement concluded between the Client and the Service Provider; multiple Locations may be assigned to one Representative; in particular, a Representative may be, for example, a dealer, an agent;
1.14. Maintenance Break – a break in access to the System related to the necessity to carry out update, maintenance, or modernisation works;
1.15. Terms and Conditions – these terms of use of the System, prescribing the general terms and conditions of the Agreements;
1.16. Force Majeure – an event that was not foreseeable by exercising care required within professional occupational relations, that remains beyond the control of both the Client and Exacto, and that could not be prevented by them by exercising all due care, in particular, such events as natural disasters, extraordinary weather conditions, diseases of employees, hacking attack, state of emergency, unusual conduct of communities, and actions of public authorities, the shutdown of the services of an external provider or restriction in its use;
1.17. Store – a website and online store available here: https://shop.exacto-group.com/, by means of which the Client may place an Order for Products or Services available in Exacto’s offer;
1.18. Parties – the Client and Exacto;
1.19. System – a system of applications, widgets, bots, their individual modules, and other types of tools provided by the Service Provider, used in particular to optimise the process of selling vehicles, in this to carry out photo sessions and improve the efficiency of the sales department; the detailed functional scope of individual Services available within the System and the conditions of their use are determined in the Information Materials dedicated to a relevant Service;
1.20. Product – an item offered by Exacto, which is sold by the Service Provider under the Sales Agreement;
1.21. Agreement – an agreement for the sale of Goods or for Services, concluded between the Service Provider and the Client on the basis of these Terms and Conditions; the Agreement is binding upon the Client’s legal successors; the Client may not assign their rights and obligations resulting from the Agreement without the consent of Exacto;
1.22. Services – services offered by Exacto, provided by the Service Provider for the Client and the Representatives pursuant to the Agreement and individual Orders; Services may include, in particular, provision of the System functionalities and tools, programming work, conducting User training, technical support, and others;
1.23. Beta Services – certain Services or part thereof (modules, functionalities) marked arbitrarily by the Service Provider as a beta version; Beta Services (or their parts) are in the testing and development phase, and thus are in particular distinguished by the fact that they will not always be stable or complete and may sometimes contain bugs;
1.24. User – the Client, the Representative, as well as their employees and associates, and other entities to whom they grant access to their Accounts in accordance with the Terms and Conditions; in some cases, the provisions relating to the Client apply accordingly to other Users;
1.25. Order – the Client’s statement of will leading to the conclusion of the Agreement or its amendment, including extension of Services, change of Package, change of the list of Representatives or Locations; Orders may be placed in particular by electronic means via the Store or to the Coordinator of Exacto, as well as by individual arrangements with the Client; Also a scope of Services or Products accepted by the Parties presented in any file or in any other form, accepted by both Parties in line with the Terms and Conditions, may be an Order. - INTERPRETATION
2.1. Any definitions and phrases used in these Terms and Conditions are applied in the Agreement, as well as in other activities connected with the performance of the Agreement by the Parties.
2.2. In the e-mail correspondence between the Parties, the above phrases written with low-case letters have the meanings as defined in the Terms and Conditions, unless the sender expressly states otherwise. - GENERAL PROVISIONS
3.1. Any entity willing to use Services or purchase a Product must become acquainted with these Terms and Conditions first. Placing an Order is tantamount to accepting the Terms and Conditions without reservations.
3.2. Some performances provided by the Service Provider may be subject to terms and conditions that are additional and supplementary to these Terms and Conditions (e.g. may be subject to terms of sales or warranty of the manufacturer of a Product). In the case of any divergence between these Terms and Conditions and the terms and conditions applicable to such a performance, the terms and conditions applicable to it prevail.
3.3. The entity using the System or placing an Order represents and warrants that:
3.3.1. it has become acquainted with these Terms and Conditions and the Information Materials (or additional regulations applicable to Products) and raises no reservations towards them.
3.3.2. it has full capacity to perform acts in law and no enforcement or liquidation proceedings are conducted against the Client;
3.3.3. it is authorised to place the Order and bind the Client with the terms and conditions of the Agreement, and there are no contraindications to conclude such Agreement.
3.4. The information provided in the Services and the Store, including in the Pricelist, does not constitute an offer within the meaning of Polish Civil Code but constitutes an invitation for the Clients to place offers.
3.5. The Client is prohibited from providing content of an unlawful nature and using the System in a manner that distorts or prevents its proper operation.
3.6. Detailed rules regarding the use of the System functionalities and the Services are provided in the Information Materials, which – depending on the Service – may be provided in dedicated tabs. This information is binding upon the Parties. - BASIC TECHNICAL REQUIREMENTS
4.1. In order to use the System, the User has to meet the following minimum technical requirements: (a) a device with access to the Internet enabling the correct display of the interface of the System and the Store, (b) an installed, latest version of either Internet browser: Edge, FireFox, Opera, Chrome, Safari, (c) active JavaScript and Cookie support (subject to the relevant provisions of the Privacy Policy), (d) an active corporate e-mail account, (e) other requirements specified in the Information Materials. The recommended minimum screen resolution is 1024x768 pixels.
4.2. Downloading, installing, and using parts of the System in the form of mobile applications requires a mobile device that meets the application requirements specified in the Information Materials.
4.3. In some cases, in order to use all functions of mobile applications that are part of the System, the User must give access to location, contacts, calendar, microphone, phone, memory access, and camera access in the settings of the mobile device. Of course, when the application is online, then Internet access may also be required.
4.4. Exacto may determine, in the Agreement or additional guidelines, other minimum technical requirements for particular parts of the System or the Services that will be binding upon the Users. The User is obliged to follow the information on changing guidelines, this applies in particular to the Information Materials. - COORDINATORS. COMMUNICATION
5.1. The Parties name their Coordinators in the Agreement, in the Account settings, or via e-mail correspondence between their Coordinators.
5.2. Within the competencies prescribed by the Terms and Conditions and the Agreement, the Coordinator acts as an attorney in fact of a given Party; hence, whenever the Terms and Conditions refer to a Party, this means also the Party’s Coordinator (except for termination of the Agreement). The Client is obliged to ensure that their Coordinator has the authorisations required by the Terms and Conditions and the Agreement.
5.3. The Coordinators are obliged to co-operate with each other in good faith, provide essential explanations, and share information necessary for the proper execution of Orders.
5.4. Each of the Parties may replace the Coordinator upon notification to the other Party/the Coordinator of the other Party, at least in the document form. The replacement becomes effective upon the other Party’s confirming receipt of that information.
5.5. The Party is entitled to request the Coordinator appointed by the other Party to be replaced where contact with such person is difficult, in particular where the relevant Page receives no response to sent correspondence, there is no response to sent notifications, requests, etc. Such replacement takes effect immediately but no later than within 5 days from the date the Party sends the relevant request via e-mail. - SYSTEM
6.1. The extent to which the User may use the System is determined in particular by the Package purchased by the Client.
6.2. If within the Agreement term, the Service Provider modifies, improves, or updates the System, then its new version will immediately be implemented and made available to the Client. The time for implementing a modification, upgrade, or update of the System will correspond to the level of advancement and complexity of the implemented technical changes and may require a Maintenance Break (in the evening or night), to which the Client hereby agrees. Such change does not constitute the amendment of the Agreement.
6.3. The Client is obliged to independently provide for devices necessary to use the System, at their own cost.
6.4. The Service Provider reserves all rights to the System that are not granted to the Users in an express manner under the Agreement. That is, the Agreement does not, in particular, authorise the Users to: (a) reproduce, disseminate, lend, dispose of, or otherwise redistribute the System or its elements, directly or indirectly, whether against charge or free of charge, otherwise than through Exacto, (b) modify, reverse engineer, or otherwise interfere in the System software, (c) use or develop the intellectual property belonging to Exacto for the purpose of creating own products and services, (d) use the intellectual property belonging to Exacto for an unlawful purpose or to the detriment of Exacto. Any behaviour that meets either of the foregoing prerequisites will be treated as a gross breach of the Agreement.
6.5. The Service Provider takes every effort to ensure that the System operates correctly and undertakes to ensure that the services provided by electronic means, except Beta Services, are available uninterruptedly, with a proviso that such commitment does not cover events, and their effects, connected with: (a) malfunction of services external to the System that are beyond the control of Exacto; (b) problems caused by an attempt to use the System with a device or external services with incompatible parameters; (c) problems resulting from the loss of data due to reasons attributable to a User; (d) unauthorised, unforeseen by Exacto, interference with the System by a User or third persons; (e) an event of Force Majeure; (f) Maintenance Breaks. - AGREEMENT CONCLUSION. DURATION.
7.1. The Client picks up an Order (selecting relevant Package, Services, or possibly Products) via the Store by means of a dedicated Order form, and then sends it to Exacto. By placing the Order, the Client offers Exacto to conclude the Agreement whose subject matter is to cover the Products or Services indicated by the Client in the Order.
7.2. The Order may also be placed by individual arrangements, e.g. by e-mail correspondence. Then, by placing the Order, the Client offers Exacto to conclude the Agreement whose subject matter is to cover the Products or Services determined between the Parties.
7.3. The Agreement may also be concluded on an individual basis, through negotiations between the Client and Exacto, based on Orders. For the avoidance of doubt, it is stated that these Terms and Conditions also apply to the Agreement concluded so, and the Client becomes bound by the Terms and Conditions upon conclusion of the Agreement, including upon confirmation of the Order terms.
7.4. As part of an Order, the Parties may also determine the Service delivery dates, e.g. in the form of a schedule attached to the Order.
7.5. If the Order is placed otherwise than for a natural person, then by sending it, the relevant person declares that he/she acts upon commission of the Client being an entrepreneur, legal person, or other organisational unit and is duly authorised to act for and on behalf of that Client.
7.6. Once the Service Provider confirms acceptance of the Order, the Agreement is concluded between the Client and Exacto on the terms stated in the Order and the Terms and Conditions, provided that the conditions prescribed in the Terms and Conditions are met, in particular, provided that the given person is entitled or duly authorised to conclude the Agreement.
7.7. Unless the Agreement states otherwise, it is concluded for the period of 24 months from its execution. The Parties may state another effective date in the Agreement.
7.8. As of the end of the aforementioned period, the Agreement is automatically renewed for a period of 12 months, unless terminated earlier (at least 30 days prior to the lapse of the Agreement term) by either Party. The principle prescribed in the preceding sentence is accordingly applicable in the case of lapse of subsequent, extended Agreement terms.
7.9. In the abovementioned notice term (i.e. 30 days prior to the lapse of the Agreement term), the Client may submit a statement of conversion of the Agreement into an agreement concluded for an indefinite period, upon 30-day termination notice. The conversion referred to in the preceding sentence takes effect automatically, i.e. without the need for confirmation by Exacto, unless the Parties agree otherwise (in the document form). In such a case, the Client acknowledges that upon conversion of the Agreement into an agreement for an indefinite period, any discounts, rebates, or other preferential pricing terms granted during the term of the fixed-term agreement cease to apply, and Fees for Services will be charged as per the current Pricelist applicable to agreements concluded for an unlimited period.
7.10. Except for the 30-day notice term mentioned in clauses 7.8. and 7.9. above, the Agreement may not be terminated during its term.
7.11. The Service Provider may terminate the Agreement with immediate effect if the Client fails to pay any portion of the remuneration in due time or violates other provisions of the Agreement, in particular referring to the licence. Exacto undertakes to first request the Client – as appropriate – to pay or to cease violations, setting a deadline of at least 14 days.
7.12. As a result of termination of the Agreement upon notice or otherwise, any Data and information provided within the System are removed (unless the law of the European Union or a member state requires personal data to be stored) and the Client irretrievably loses access to them, unless the Information Materials provide otherwise.
7.13. Any Orders placed within the Agreement term remain binding, irrespective of the fact that the Agreement was terminated (also as a result of its expiration). In particular, the Client is obliged to pay the fees prescribed therein.
7.14. The Parties’ statements of the termination of the Agreement, as well as the Client’s statement of the conversion of the Agreement into an agreement concluded for an unlimited period (clause 7.9. above) must be made in the document or written form, otherwise being null and void. - ACCOUNTS. USERS’ USE OF THE SERVICES.
8.1. In order to use the Services, the Client must have an active Account(s). The Account is set up as instructed by Exacto, in particular, it may involve a certain implementation procedure or payment of a determined remuneration.
8.2. As part of certain Services, the Client may request Exacto to grant access to the Account to specified entities who, upon the Service Provider’s giving access, become Users within the meaning of the Terms and Conditions. The Client is responsible for the Users’ compliance with these Terms and Conditions, in this it is liable for any activities performed within their Account.
8.3. The Client warrants and represents that any Data and information provided thereby into the Account are true, accurate, and up-to-date, and they will remain so throughout the entire term in which the Account is operated unless the Data are of an archival nature. What is more, the Client represents that they have, and will have for the Agreement term, any consent related to the processing of Data that are personal data provided into the Account.
8.4. The Client is liable for what is happening on and also through the Accounts assigned from their organisation. The Users may not share the Account with unauthorised third persons and are also responsible for keeping their access data confidential. If the User notices that an unauthorised person has used the Account, then they should immediately notify the Service Provider of this.
8.5. The Client’s Account is non-assignable and non-transferable. Unless Exacto’s offer provides so, the Client and the User may also not, whether free of charge or against charge, lend the Account for use to other entities.
8.6. When using the System or the Services, the Clients undertakes not to: (a) undertake any actions that may hinder or impede the functioning of the System or the Services and use the System or the Services in a manner onerous to others, (b) undertake any actions to the detriment of other Clients, third persons, or Exacto (c) act in violation of the Terms and Conditions or the Information Materials.
8.7. A violation of the Terms and Conditions, in particular the rights to the System, may result in one of the following responses from Exacto: (a) a warning addressed at the Client, (b) blocking access to the Account, (c) removing the Account and thus terminating the Agreement with immediate effect, (d) preventing the establishment of the Account again.
8.8. Along with the Account removal, the Client loses access to all the Data and information provided into their Account, including all effects of the Services. - SCOPE OF THE SERVICES. SYSTEM PRODUCTS
9.1. The Information Materials contain technical requirements for a given Service, in particular, the minimum recommended Internet speed for adequate data transfer may be indicated; failure to meet the indicated conditions may result in the malfunction of a given Service.
9.2. Unless the Agreement or the Information Materials provide otherwise, the Client is obliged to individually integrate the System with their website, which does not affect the Client’s obligations referred to in the integration manual of the relevant part of the System software provided by the Service Provider individually or through the Account.
9.3. Some parts of the System may require implementation work, the scope of which depends in particular on the number of Service scopes selected by the Client. For this reason, the implementation of such Services may require the Client to provide additional information apart from that contained in the Order form. The scope of implementation works may also be determined in the Pricelist.
9.4. Insofar as the Client reports such a need, the Service Provider will support them with the installation, implementation, and use of the System within the frames of the Services. The Service referred to in the preceding sentence is provided against charge as stated in the Pricelist.
9.5. Except as otherwise provided in the Agreement or the Information Materials or as otherwise agreed by the Parties, any content displayed in the System is marked with the VC360 logo.
9.6. The Service Provider is not liable for the quality of the materials generated by the Client as part of the Services or their suitability to be correctly displayed in the System, as well as for the incorrect installation and implementation of the System by the Client. The Information Materials may introduce other or additional reservations in this regard.
9.7. As part of some Services, including System functionalities, the Service Provider may apply solutions based on or exploiting AI, which may generate unforeseen or inaccurate results. The Client, accepting that risk, uses those Services or particular functionalities, at their own risk and bears the associated business risk. - PRICELIST
10.1. The valid prices are stated in the Pricelist available in the Store. All prices stated in the Pricelist: (a) are net prices that in some cases have to be increased by VAT at the applicable rate; (b) may include no additional charges for the execution of the Order, including customs duties and other taxes; (c) include no delivery costs of Products or other related costs, e.g. Product insurance.
10.2. The total remuneration due to Exacto is calculated on the basis of the Order and the Agreement, in particular, according to the prices stated in the Pricelist.
10.3. For certain prices, the total remuneration of Exacto will be determined as the product of the relevant price and a variable indicated in the Pricelist. For example, the amount of the invoice for the background replacement Service depends on the number of cars, according to the prices indicated in the Pricelist, as well as may depend on the number of Representatives and Locations.
10.4. Payments are made in the currency stated in the Order. The Service Provider states that this may involve currency exchange costs applied by certain banks for payments out of an account operated in a foreign currency.
10.5. The Fees are non-returnable, also where the Client fails to use a particular range of Services unless the Terms and Conditions provide otherwise. The Fee will be charged in the amount indicated in the Pricelist also when the Client fails to exhaust a relevant scope of Services if the Fee relates to the readiness to provide a relevant Service (and not to its completion by the Client).
10.6. The Service Provider may amend the terms and conditions prescribed by the Pricelist, which will not constitute the amendment of the Agreement. The Clients or the Clients’ Coordinators will be informed of the change in the Pricelist and of the new prices via e-mail. If the Client fails to terminate the Agreement as prescribed in section 7.8 of the Terms and Conditions, then the Client is deemed to have accepted the amended Pricelist without reservations and as of the day on which the Agreement is extended for another term, the new Pricelist becomes binding upon the Client.
10.7. If as a result of an error a Service or a Product was given a false price, then Exacto has the right to reject or cancel an Order marked with the false price, and the Client will be notified thereof in an e-mail. - PAYMENT TERMS
11.1. All Services, including the System and the Products, are provided against charge and the total amount of the remuneration due to Exacto is each time stated in an Order and the Agreement.
11.2. Unless the Agreement states otherwise, the Client is obliged to pay Exacto the Start Fee and the implementation fee as well as the price for the Products in advance, within 7 (seven) days from receiving the invoice from Exacto.
11.3. Unless the Agreement states otherwise, the monthly fee for individual Services or the System is payable for each month of the Subscription Term in arrears, until the 7th (seventh) day of each calendar month following directly the month to which a relevant monthly fee refers.
11.4. In the case of an incomplete Subscription Term, the Client pays the remuneration in proportion to the duration of the Subscription Term.
11.5. Unless the Pricelist or the Agreement indicates the payment term, payment should be made in advance, according to the invoice issued by Exacto.
11.6. In certain cases, the Service Provider may issue a proforma invoice to enable the Client to make payment.
11.7. The Client may upgrade the Package or purchase another element of the System or a Service at any time within the Subscription Term. The Agreement is amended by placing an Order for another selected Package or Services, and the provisions of section 7 of the Terms and Conditions are applied accordingly. Unless the Order states otherwise, the change of the Package or the activation of the Service takes effect upon the first day of the month following the last month for which the monthly Fee has already been paid.
11.8. If the Client files a new Order within the existing Agreement with the Coordinator of Exacto, then the execution of the object of the Order is commenced and the payment for that Order becomes due and payable once the Coordinator of Exacto accepts the Order.
11.9. The Service Provider will deprive the Client of access to the System and the Services, where the Client is in delay with payment of any portion of the remuneration due to Exacto for more than 14 days (upon prior notice) and in the event of termination of the Agreement.
11.10. The Client hereby agrees to receive invoices in electronic form.
11.11. The day on which the bank account of Exacto is credited with the relevant amount is deemed the payment date.
11.12. In the case of failure to meet any payment dates, the Service Provider may charge the Client with statutory interest for delay in commercial transactions for each day of delay as well as with debt collection costs.
11.13. The Service Provider is entitled to annual indexation of the remuneration due, including fees, in accordance with the average annual increase in consumer prices announced by the President of the Central Statistical Office (GUS) for the previous year. The remuneration is indexed automatically, without the need to amend the Agreement, and the indexation is included in Exacto’s remuneration (fees) for the following month after the index is announced by the President of the Central Statistical Office.
11.14. The Service Provider may additionally notify the Client of the new remuneration rate by electronic means. - PRODUCT DELIVERY
12.1. The Client is obliged to confirm, before placing the Order, that the relevant Product may be delivered to their country. The Client agrees to be charged with delivery costs.
12.2. Exacto may deliver the Order covering Products manufactured by entities other than the Service Provider in several packages and at different times.
12.3. Products will be sent only after the Client makes the due payment for the Order.
12.4. The Service Provider will take every effort to deliver Products to the Client within a maximum of 30 (thirty) days from the day it receives the full payment for them. This time does not include the time for which the dispatch is held at the border by competent authorities, e.g. customs office.
12.5. Upon accepting the Product, the Client (or a person authorised thereby) is obliged to check the condition of the dispatch, its completeness and compliance with the Order, in particular, whether the dispatch or its content was physically damaged during the transport. If prior to release of the dispatch, it turns out that it has incurred any shortage or damage, then the carrier is obliged to immediately establish the condition of the dispatch and the circumstances of the damage in a report. The carrier should carry out the said actions also upon request of the Client if they claim that the dispatch is broken. Accepting the dispatch without reservations is tantamount to acceptance of its condition.
12.6. The risk of incidental loss of or damage to the Product is being transferred to the Client upon release by the Service Provider of the Product for delivery.
12.7. The Service Provider is not liable for an untimely delivery of the dispatch by the carrier.
12.8. The Agreement is not subject to the Vienna Convention on Contracts for the International Sale of Goods. All provisions of the Vienna Convention that might otherwise apply to the Agreement are excluded in their entirety. - LIABILITY OF EXACTO
13.1. The Service Provider provides the software and ensures its smooth technical operation, which constitutes the scope of its liability for the System. In view of the foregoing, the Service Provider is not to be held liable for any damage resulting from:
13.1.1. infringement of the provisions of these Terms and Conditions by the Client or the User;
13.1.2. disclosure by the Client or the User of the login or password to their Account to third persons;
13.1.3. an event of Force Majeure, activity of malware, DDoS attacks;
13.1.4. deletion of the Account or loss of data stored in the Account;
13.1.5. termination of the Agreement by the Service Provider resulting from a culpable act or negligence of the Client;
13.1.6. short-term lack of or impediments to access to the Services caused by a Maintenance Break;
13.1.7. faults and defects of the Data, the manner in which the Data are shared, or the consequences of the use of the effects of the Services (e.g., reports and certificates),
13.1.8. the effects of the Client’s use of the Services based on or exploiting AI, including for the manner of use of the generated results;
13.1.9. non-performance or improper performance of inspections or another scope indicated in the Information Materials;
13.1.10. publication in the System of any content of an unlawful nature, in particular, infringing third persons’ rights;
13.1.11. shutting down the System, as a whole or in part, for reasons attributable to third persons or beyond the control of the Service Provider.
13.2. With regard to the Agreements concluded between Exacto and the Client, the Service Provider is liable only in the case of culpable damage and to the extent of damage actually incurred by the Client (the Service Provider is not liable for lost profits). In particular, the Service Provider gives no commercial guarantees in connection with the provision and use of the System.
13.3. The Client undertakes to cover any damage resulting from the User’s action or omission in violation of the law or the Terms and Conditions. This includes the Client’s obligation to reimburse any costs incurred by the Service Provider in connection with seeking damages.
13.4. The Client is fully liable for the entities to whom they grant access to the Account.
13.5. The statutory warranty for Product defects is excluded between the Service Provider and the Client. In particular, the Service Provider is not liable for:
13.5.1. damage to Products occurring during transportation,
13.5.2. defective or incompetent manner in which Products are assembled,
13.5.3. improper use of Products or their assembly into third-party products,
13.6. In no case does the Service Provider guarantee that the System and Products are compatible with any third-party operating system or device used by the Client, in particular where the software of the operating system or device used by the Client has not been updated. Particulars on the operating systems or devices compatible with the System are provided in dedicated specifications for individual Systems.
13.7. The liability for damage of Exacto against the Client for damage resulting from improper performance or non-performance of the Agreement is limited to the amount of net remuneration paid by the Client to Exacto under the Agreement to the day on which the claim was raised.
13.8. The Service Provider is not liable for any possible errors in the edition of pictures, the effects of such edition, and their ability to be correctly displayed in the System.
13.9. The Service Provider is not liable for the data included in the Client’s systems with which the System is being integrated. - DATA AND INFORMATION
14.1. When providing Data and information through the System, the Client warrants and represents that: (a) they are the owner or legal holder of the Data at least to the extent required pursuant to their commitment to abide by the provisions of the Terms and Conditions, (b) the Data do not infringe third persons’ rights, (c) using and managing the Data within the frames of the Services will not infringe third persons’ rights.
14.2. The Client may not provide any Data and Information into the System or use any Data within the frames of the Services that may: (a) infringe personal rights or interests of third parties, (b) promote violation of rights, in this suggest methods facilitating the violation of such rights or encouraging such behaviours, (c) propagate methods and practices contrary to the idea of the System, (d) include materials that may be used for unlawful purposes, (e) evidently contradict the rules of social co-existence, common moral and social norms, or rules of netiquette, (f) promote other websites or other Internet service providers competitive to Exacto.
14.3. The Client is fully and solely liable against Exacto and third persons for the Data and any other damage resulting from the use of the Data, including, in particular, the Data contained in the effects of the Services (e.g. reports and certificates).
14.4. The Service Provider does not verify the Data. In order to avoid any doubt, it is stated that the Service Provider does not verify, represent, or guarantee the completeness, accuracy, or reliability of any Data provided by the Client into the System, including in particular Data contained in the effects of Services (e.g. reports and certificates).
14.5. The Service Provider is neither responsible for creating backup copies of the Data nor liable for the Client’s losing the Data as a result of deletion of the Account; nevertheless, Exacto makes backup copies of the entire System (apart from photos).
14.6. The Service Provider may use the Data and other information entered into the System, in particular, to improve the quality of the provided Services and with regard to reports and certificates – additionally, in particular, to share the history of vehicles, with a proviso that with respect to the Data that are personal data – in a manner and scope within the frames of the rules prescribed in the Privacy Policy.
14.7. The Service Provider may share the Data and other information entered into the System, in particular, reports and certificates, with national sales centres (NSC) that recommended the User to use the System and brand headquarters (HQ), with a proviso that with respect to the Data that are personal data – in a manner and scope within the frames prescribed in the Privacy Policy. - GDPR
15.1. The Client is the Controller, within the meaning of the GDPR, of the personal data contained in the Data and the personal data of persons using the Services for or on behalf of the Client (the Client’s employees and associates). In order to enable the provision of Services, the Client must transfer the abovementioned personal data to Exacto for processing.
15.2. As part of performing the Agreement for the account of the Client, the Service Provider processes those personal data upon instruction of the Client. Upon concluding the Agreement, the Client transfers those personal data to Exacto for processing (Data Transfer Agreement).
15.3. The Service Provider represents that it takes adequate measures, in this due safeguards, which enable the processing of the personal data in accordance with the provisions of the GDPR, and warrants that it takes any measures required under Article 32 of the GDPR, and fulfils the requirements prescribed in Article 28 of the GDPR.
15.4. The Client transfers data for processing for the term of the Agreement and only for the purpose of its performance by the Service Provider. The Client transfers the following type of personal data to Exacto for processing: first and last name, phone number, e-mail address, correspondence address, signature, and image (categories of data subjects: the Client’s counterparties, associates, and employees).
15.5. The Service Provider processes personal data only upon documented instruction of the Client, which applies also to transfer of personal data to a third country or an international organisation – unless such obligation is imposed by the law of the European Union or a member state to which the Service Provider is subject; in such a case, before proceeding to process the processor will notify the Client of such legal obligation, insofar as the law permits to provide such information due to important public interest.
15.6. The Service Provider ensures that persons authorised to process personal data agree to keep confidentiality or are made subject to the relevant statutory confidentiality obligation.
15.7. The Service Provider takes all measures required pursuant to Article 32 of the GDPR and abides by the terms of services of another processor as prescribed in Articles 28.2 and 28.4 of the GDPR.
15.8. Taking into account the nature of processing, the Service Provider assists the controller by appropriate technical and organisational measures, insofar as possible, to fulfil the obligation to respond to data subjects’ requests for exercising their rights laid down in Chapter III of the GDPR.
15.9. Taking into account the nature of processing and available information, the Service Provider assists the controller in ensuring compliance with the obligations prescribed in Articles 32 to 36 of the GDPR.
15.10. The Service Provider may transfer the personal data transferred by the Client for processing to other entities for the purpose of executing the functionalities of the System and Services and within the frames of internal customer service processes, in particular to: the provider of hosting for the System, provider of the System, e-mail operator, software development company, provider of e-mail services, accounting firm, law firm, entities providing cloud and other solutions used by the Service Provider in its current activity that involves personal data processing (general consent of the controller).
15.11. The Service Provider will notify the Client of any planned change involving the engagement or replacement of other processors at least 7 (seven) business days before the planned date on which such another processor is to commence processing, thereby enabling the Client to object to the use of another processor by the Service Provider. In the absence of such objection, the Client is deemed to have given their consent to the change.
15.12. As a result of the termination of the personal data transfer agreement, the Service Provider will not be able to perform the Agreement for the account of the Client in the scope requiring the processing of the data controlled by the Client. Upon the end of the provision of the services related to processing, at the discretion of the Client, the Service Provider will erase or return thereto any personal data and erase any existing copies thereof, unless the law of the European Union or the member state requires that personal data have to be stored.
15.13. The Service Provider will provide the Client with any information necessary to demonstrate compliance with the obligations prescribed in the personal data transfer agreement, and will enable the Client or an auditor authorised by the Client to carry out audits, including inspections, and will contribute thereto, with a proviso that the Client is obliged to notify the Service Provider of a planned audit at least 7 days in advance.
15.14. The Service Provider will immediately inform the Client if, in its opinion, a received instruction infringes the Regulation or other data protection provisions of the European Union or the relevant member state.
15.15. The Service Provider is not liable for the legality of the personal data obtained by the Client or for compliance of their actions with the GDPR. The Service Provider may provide the Client with its directions or own opinion in this matter, but it is not binding, whether for Exacto or the Client, in particular, it does not extend the scope of the Agreement.
15.16. The Service Provider will provide a comprehensive response to each query of the Client connected with the processing of data within 3 (three) business days from delivering the query.
15.17. The Service Provider undertakes to notify the Client of any breach connected with the processing of data. In particular, the Service Provider undertakes, immediately but no later than within 36 (thirty six) hours from being advised thereof, to inform the Client about any event that may give rise to the Client’s liability as the data controller, on the basis of the generally applicable provisions related to personal data protection.
15.18. Where the transferred personal data are processed beyond the EU, the Service Provider will provide the Client with a copy of documents to prove the legality of such activity (e.g. a document of concluded standard contractual clauses applicable in the agreement with the so-called sub-processor). - BETA SERVICES
16.1. As the Service Provider continuously develops and improves the Services, it also offers some or part of the Services as Beta Services. Due to the nature of the Beta Services, the Client is obliged to take a conscious approach to the use of Beta Services in each case – at the sole risk and responsibility of the Client, in particular, the Client has no right to complain as prescribed in section 17 of the Terms and Conditions.
16.2. The Client is aware that the Service Provider may not ensure the continuity of the use of the Beta Services, in particular, the Service Provider may decide to discontinue or suspend them immediately, which may result in the irrevocable loss of access to such Services.
16.3. The Beta Services may be changed without notification to the Clients, in particular, the provisions on the amendment of the Terms and Conditions prescribed in section 17 do not apply. - COMPLAINTS
17.1. The Client may file a complaint related to the operation of the System. The complaint should include at least details enabling identification of the Client as the complaining party and state reasonable reservations and comments. The complaint should be sent via the contact form available here support.exacto-group.com or to the correspondence address of Exacto.
17.2. The Service Provider will consider the complaint within 14 (fourteen) business days unless the Client failed to describe the subject matter and scope of the complaint in a manner enabling its consideration or failed to provide data enabling their identification.
17.3. In the case referred to above, the term for considering the complaint is counted from the date on which the Client provides Exacto with missing information.
17.4. The Service Provider will send a response to the complaint to the address, including the e-mail address, indicated by the Client. Exacto’s response to the complaint is final. - AMENDMENT OF THE TERMS AND CONDITIONS
18.1. The Service Provider may amend these Terms and Conditions, in particular, due to material reasons, whether legal (amendment of generally applicable law or change of the organisational form of Exacto) or technical (modernisation of the System or Services, change of the operation manner of the System or Services).
18.2. The Clients or the Clients’ Coordinators will be notified of any amendment of the Terms and Conditions along with the scope of the introduced amendments via e-mail sent to the e-mail address at which the Account is registered, 15 (fifteen) days before the new Terms and Conditions come into effect (“Notification Term”).
18.3. The Client is entitled to file (at least in the document form, otherwise being null and void) an objection against an amendment to the Terms and Conditions within the Notification Term. If the Client fails to raise an objection within the Notification Term, then the Client is deemed to have accepted the Terms and Conditions in their amended wording without reservations and becomes bound by them on the date on which the Agreement is extended for another term (as prescribed in section 7.8 of the Terms and Conditions).
18.4. At any time after receiving the notification, the Client may, by means of a written statement or express confirmatory action, resign from the Notification Term.
18.5. If the Client objects during the Notification Term, then the Terms and Conditions will apply to the Client in their unamended wording until the end of the Agreement term. Nevertheless, in such a case, the Agreement will not be automatically extended.
18.6. The Service Provider is authorised to introduce amendments to the Terms and Conditions with immediate effect, without observing the Notification Term, where:
18.6.1. it is subject to a legal or regulatory obligation under which it is obliged to amend the Terms and Conditions in a manner preventing it from meeting the Notification Term;
18.6.2. it is required, by way of exception, to amend the Terms and Conditions so as to counteract an unpredicted and direct threat connected with the protection of online agency services, consumers, or the Clients against frauds, malware, spam, data breaches, or other cybersecurity threats. - FINAL PROVISIONS
19.1. The Client represents that, for the purposes connected with the promotion and advertisement of Exacto, the Service Provider is authorised to use the information that it is the supplier of the System and Services for the Client. In this scope, the Service Provider may use data identifying the Client, including their logo, and place such information on its websites, social media, and in any promotional and advertising materials, irrespective of their form, content, and number of copies.
19.2. Any materials, including graphic elements, the layout of such elements, trademarks and other marks, available in the System, are the object of exclusive rights of Exacto, in particular, they are protected under copyrights and industrial property rights. Any use of the materials provided by the Service Provider in a form other than that stated in the Agreement is each time subject to the consent of Exacto.
19.3. The Service Provider processes the personal data of the Client, their employees and associates, in accordance with the Privacy Policy, which, among other things, serves satisfaction of the disclosure requirement towards data subjects under the GDPR.
19.4. If any provision of these Terms and Conditions or its part proves invalid, then the provisions of the Agreement will remain effective, while the Parties undertake, upon request of either Party, to replace such invalid provisions or their parts with provisions whose legal effect and economic implication to the highest extent correspond to those of the replaced provisions or their parts.
19.5. VC360 is authorised to act for and on behalf of Exacto. Where applicable, the provisions of the Terms and Conditions referring to Exacto are applied accordingly to VC360.
19.6. The governing law for the liabilities resulting from the Agreement and the Terms and Conditions is Polish law. The Parties will make every effort so that any dispute resulting from or related to the Agreement be settled in an amicable manner. If the Parties are not able to settle a dispute amicably within one month, then such dispute will be referred for final settlement to the common court with jurisdiction over the registered office of Exacto.
The Terms and Conditions come into force as of 08 January 2026.
If you are looking for previous versions, you can find them HERE