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Terms and licence agreement

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These Terms govern the subscription to and use of the Operandi software, provided under the Operandi brand by:

Szymon Kaczmarczykoperating under the brand Operandi SystemsEmail: office@operandi-systems.com

hereinafter the “Licensor” or “Provider”. These Terms apply to business customers only (B2B). Contact for trials and subscriptions: contact@operandi-systems.com. Contact for legal matters and billing: office@operandi-systems.com. The Polish version of these Terms is binding.

1. Nature of the software (engineering assistant)

  1. Operandi is a specialised developer tool that supports the analysis, translation and refactoring of PLC code into high-level languages (IEC 61131-3).
  2. The software acts solely as an engineering assistant. Its output is a code proposal and must not be deployed to production machinery without prior verification by qualified engineering personnel.
  3. The Licensee acknowledges that the software does not replace acceptance testing of industrial installations, including FAT (Factory Acceptance Test) and SAT (Site Acceptance Test) procedures.

2. Intellectual property and confidentiality of input data

  1. The Licensee retains full and exclusive copyright and industrial property rights to the source code entered into the software (input code) and to the code generated by the software.
  2. The Provider undertakes that the Licensee's code will not be used to train any artificial intelligence model, will not be shared with third parties and will not be made public.
  3. When the software is used locally (on-premise, desktop, CLI), all processing takes place on the Licensee's infrastructure and no code is transmitted outside it.
  4. The Provider does not receive the Licensee's code. If the Licensee voluntarily attaches a code example to a bug report, it is used only to fix the bug and is deleted once the fix is released, no later than within 30 days.

3. Limitation of liability

  1. To the fullest extent permitted by law, in particular under Article 473 § 2 of the Polish Civil Code, the Licensor's liability for any damage arising from the use of or inability to use the software is excluded, except for damage caused intentionally.
  2. The Licensor is not liable for:
    • indirect, incidental or consequential material damage,
    • stoppage, failure, damage or destruction of production lines, machines, equipment or materials,
    • loss of profit, loss of contracts, production downtime or loss of data,
    • errors in the control of physical processes resulting from deploying unverified output code.
  3. The Licensor's total aggregate liability on any legal basis is limited to the amount actually paid by the Licensee for the licence in the 3 months preceding the event giving rise to the damage. For trial licences this liability is PLN 0.00.
  4. Nothing in this section limits liability that cannot be excluded or limited under mandatory law.

4. Machine safety and compliance

  1. The Licensee declares that it is aware of EU machine safety legislation, including Regulation (EU) 2023/1230 on machinery and the standards EN ISO 13849 and EN 62061.
  2. The Licensee or the company carrying out the physical integration bears full and sole responsibility for meeting functional safety requirements (SIL, PL), for the correct configuration of safety circuits and for approving the modernized machine for operation.
  3. The software does not convert safety blocks (F-FB, F-FC). Safety logic remains the Licensee's responsibility.

5. Subscription, licence and payment

  1. Purchases are made through the payment partner Polar Software, Inc., which acts as the seller of record (Merchant of Record): it accepts payment, issues the invoice and settles VAT and other taxes in the buyer's country. The licence to use the software is granted by the Licensor.
  2. The licence is granted as a subscription for one engineering seat, in the Audit or Pro plan, for a monthly or an annual period, according to the order.
  3. The subscription renews automatically for the next period of the same length until the Licensee cancels it in the payment partner's customer portal. Cancellation takes effect at the end of the current paid period. Fees for a period that has started are not refunded, unless mandatory law provides otherwise.
  4. After purchase the Licensee receives a licence key and a download link. The key is activated once over the internet and produces a licence file with a cryptographic signature, which works offline until the end of the paid period.
  5. Prices are net prices in EUR. The payment partner adds taxes according to the buyer's country. Available payment methods are those offered by the payment partner at checkout.
  6. The Provider may issue a free trial licence limited in time or scope. A trial licence is provided as is, without any warranty.

6. Scope of support

  1. The subscription includes software updates and the fixing of bugs reported by email to the Provider.
  2. The subscription does not include implementation or integration services, consulting, review or testing of the Licensee's code, training or the commissioning of machines. The Licensee or its integrator performs the conversion, the review of networks flagged for manual review and all tests.

7. Final provisions

  1. This agreement is governed by the law of the Republic of Poland.
  2. Disputes are resolved by the common court competent for the Provider's place of business.
  3. The Provider may amend these Terms for important reasons, informing Licensees at least 14 days in advance.