Terms Of Service
The website “Developer As A Service” provides a subscription service that allows our customers to develop software by giving tasks to the Software Engineers (the Specialists).
Service “Developer As A Service” (DAAS) is provided to you by Orange Sputnik s.r.o (the “Service Provider” further in the Terms Of Service). These Terms of Service govern your use of our service. As used in these Terms of Service, “DAAS service”, “our service” or “the service” means the service of software development provided by the Service Provider.
- Subscription
1.1. Your DAAS subscription will continue until terminated. To use the DAAS service, you must have Internet access, and provide us with one or more Payment Methods. “Payment Method” means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you cancel your subscription before your billing date, you authorize us to charge the subscription fee for the next billing cycle to your Payment Method (see “Cancellation” below).
1.2. A minimum term of the Subscription is a period of six (6) months.
1.3. We may offer several subscription plans, including subscriptions offered by third parties in conjunction with the provision of their own products and services. We are not responsible for the products and services provided by such third parties. Some subscription plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your DAAS subscription by contacting our support via email. - Promotional Offers. We may, from time to time, offer special promotional offers, plans, or memberships (“Offers”). Offer eligibility is determined by Orange Sputnik at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. We may use your personal information including (but not limited to) as device ID, method of payment, or an account email address used with an existing or recent DAAS subscription to determine Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign up for the Offer or in other communications made available to you.
- Billing and Cancellation
3.1. Billing Cycle. The subscription fee for the DAAS service and any other charges you may incur in connection with your use of the service, such as taxes and possible transaction fees, will be charged to your Payment Method on the specific monthly based payment date. The length of your billing cycle will depend on the type of subscription that you choose when you sign up for the service. Sometimes, your payment date may change. For example, if your Payment Method has not successfully settled, when you change your subscription plan, or if your paid subscription began on a day not contained in a given month. Contact our support via email to see your next payment date. We may authorize your Payment Method in anticipation of subscription or service-related charges through various methods, including authorizing it for up to approximately one month of service as soon as you register.
3.2. Payment Methods. To use the DAAS Service, you must provide one or more Payment Methods. You authorize us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
3.3. Updating your Payment Methods. You can update your Payment Methods by accessing the “Customer Portal” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
3.4. Cancellation. You can cancel your DAAS subscription at any time after six (6) months of use, and you will continue to have access to the DAAS service through the end of your billing period. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial subscription periods or unused available hours of access to DAAS service. To cancel, use our support via email or go to the “Customer Portal” page and follow the instructions for cancellation. If you cancel your subscription, your account will automatically close at the end of your current billing period (limits apply, see 1.2. of these Terms Of Service).
3.5. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you. If you do not wish to accept the price change or change to your subscription plan, you can cancel your subscription before the change takes effect. - DAAS Service
4.1. The Service Provider provides the Client with software development services. These services are provided in various areas according to the Client’s projects during the Subscription period.
The Client authorizes the Service Provider to involve the Specialists to deliver DAAS Service to the Client.
4.2. The Client is fully responsible for the workload, work assignments, and ongoing management of Specialists. If the Client overestimates the specialists and does not provide sufficient workload for them, the Service Provider will charge the Client for these specialists as if they were in full use until the Subscription is canceled.
4.3. The Client shall provide the specialists with tasks (the “Tasks” or the “Task” further in the Terms Of Service) describing the work that the Client deems to be necessary or appropriate to be done.
4.4. Tasks definition is carried out by means of electronic form through the Internet, e-mail, phone, project management software (like Basecamp, Monday.com, Wrike, Asana, Notion, Confluence, Redmine, Jira, Trello, but not limited to) or other way, suitable for both Parties.
4.4. Estimated amount of work per billing cycle can take up to 160 hours. Tasks remaining over this amount should be covered by the upcoming billing cycle.
4.5. Except as explicitly authorized by us, you agree not to: upload, post, e-mail, or otherwise send or transmit any material designed to interrupt, destroy, or limit the functionality of any computer software or hardware, or telecommunications equipment associated with the DAAS service, including any software viruses or any other computer code, files or programs. - Confidentiality
5.1. All information from the Client is presumed confidential by the Service Provider and, whether before or after the date hereof, this proprietary information may be in the form of data, know-how, designs, drawings, specifications, business plans and strategies, business operation and systems, test and research results, inventions, trade secrets, research, supplier or customer lists, regulatory files to the extent they are not public information by law and other similar materials (“Confidential Information”). This Confidential Information shall be treated as trade secrets and held in confidence. The Parties shall use Confidential Information only in a manner consistent with this Agreement and may not disclose any Confidential Information to any third party during the term of this Agreement or after its Termination.
5.2. Nondisclosure obligation stated in this Article shall not apply to information that was disclosed pursuant to the permission by Client or the Service Provider, or is already in the recipient Party’s possession at the time of disclosure thereof, or is a part of the public domain through no fault of the recipient Party, or is received from a third party having no obligations of confidentiality to the disclosing Party, or is independently developed by the recipient Party; or is required by law to be disclosed.
5.3. If the recipient Party or any of its representatives becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by governmental agency or the application of statutes, rules and regulations under the federal securities laws or similar process) to disclose any of the Confidential Information, it shall provide the disclosing Party with prompt written notice of such requirement before such disclosure and shall cooperate with the disclosing Party’s efforts to obtain confidential treatment of the Confidential Information.
5.4. If a protective order or other document providing confidential treatment is not obtained or if the disclosing Party waives compliance with the provisions hereof, the recipient Party agrees to furnish only so much of the Confidential Information that it is legally required to furnish and, where appropriate, to exercise its best efforts to obtain written assurances that confidential treatment will be accorded to such Confidential Information. - Warranties and Limitations on Liability
6.1. The Service Provider warrants services rendered under this Agreement will be specifically provided by the Service Provider for the Client and will not infringe upon or violate any patent, copyright, trade secret, or other intellectual property rights of any third party.
6.2. The Client shall provide in a timely manner all necessary project-specific information, and system software with remote access in order for the Service Provider could render the Services. The Service Provider is not responsible for any schedule changes caused by delays on the Client’s side and may shift the dates specified in tasks accordingly. - Class Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND THE SERVICE PROVIDER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, where permitted under the applicable law, unless both you and the Service Provider agree otherwise, the court may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding.
- Miscellaneous
8.1. Governing Law. These Terms of Service shall be governed by and construed in accordance with the laws of the Czech Republic.
8.2. Intellectual Property Rights. The result of work rendered (source code) under DAAS Service Subscription belongs to the Client exclusively. There is no need to legalize all these rights additionally. The Service Provider shall not, and it shall cause its affiliates not to, seek any copyright, patent, or other protection for the Work Product, and Client shall have the sole right to seek copyright, patent, and other protection for such Work Product.
8.3. Non-Solicitation of specialists. Both Parties agree that during the Subscription and within twenty-four (24) months immediately following its termination, the Parties will not enter into employment or other similar relations with any of the specialists, companies, agents, representatives, or assigns of one Party without the prior written consent of the other Party. In addition, each Party shall provide each other with immediate notice if any of the specialists, companies, agents, representatives, or assigns of both Parties attempt to circumvent the Parties’ relationship in any manner.
8.4. Non-Circumvent. Each Party will not in any manner circumvent or attempt to circumvent the other Party or any third parties involved in any transactions between the Parties. Each Party, to the best of its abilities, assures the other that the original intent established herein will not be altered or obstructed.
8.5. Survival. If any provision or provisions of these Terms of Service shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain in full force and effect.
8.6. Changes to Terms of Service. The Service Provider may, from time to time, change these Terms of Service. We will notify you at least 30 days before such changes apply to you. If you do not wish to accept the changes, you can cancel your subscription before they take effect. We may assign or transfer our agreement with you, including our associated rights and obligations at any time, and you agree to cooperate with us in connection with such an assignment or transfer.
8.6. Electronic Communications. We will send you information relating to your subscription (e.g. payment authorizations, invoices, changes in Payment Method, confirmation messages, notices) in electronic form only, for example via emails to your email address provided during the subscription process.