General Terms and Conditions
eTWI - ver. 26.1 (valid from 23.03.2026)
1. Preamble
Do Lean IT OÜ, Lõõtsa tn 5, 11415 Tallinn, Estonia (hereinafter referred to as "Contractor") provides the Customer with the web-based software solution eTWI System for the creation, management and use of digital work instructions ("Software").
The use of the Software and the provision of supplementary services ("Services") are subject to these General Terms and Conditions ("GTC").
2. Rights of Use
For the term of the contract, the Contractor shall grant the Customer,subject to timely payment of the agreed remuneration, the paid, worldwide, non-exclusive and non-transferable right to use the software as intended. The Customer may only use the software within the scope of the contractual provisions. The Customer shall not receive any right to the source code of the software. The Customer may only use the software for its own purposes. The use for its own purposes includes the intended use of the products for general business purposes of the Customer and the processing of the Customer's data. It does not include the use of the products for third parties, for example as a service provider or any other transfer or brokerage of use to third parties.
The Customer may permit its own employees and third parties acting on its behalf to use the Software solely for the Customer’s own internal business purposes. The Customer shall create a super admin user account as part of the initial setup. The super admin user can then create standard user accounts. The software may be used by a corresponding number of named users in accordance with the number of users agreed in the respective order ("Named User License"). The Customer shall document the respective authorized users. Joint use of the software by different users under a common user account is excluded. The Customer shall be responsible for the use of the software by its users and for all damage caused by negligent or intentional breaches of duty by its users.
Unless otherwise agreed, all rights to software and services provided by the Contractor or developed under this Agreement shall belong solely to the Contractor. All rights to modifications, developments or improvements of the Software created specifically by or for the Contractor, or based on the Contractor’s Confidential Information or intellectual property, shall belong to the Contractor. Customer-specific materials, data, content and independent developments of the Customer that do not incorporate the Contractor’s intellectual property shall remain the property of the Customer.
The Software may contain open source software components. The use of these components is exclusively subject to the corresponding terms of use of the open source software components that are transmitted and/or referenced within the scope of the open source software components. No provision of this Agreement shall affect the rights or obligations of Customer under the corresponding terms of use of the open source software components. In the event of contradictions or conflicting provisions of license terms of the Open Source Software and the provisions of this Agreement, the license terms of the Open Source Software shall take precedence.
The right to use the software also extends to fixes, patches, developments and updates, which the Contractor makes available to the Customer. The right to updates does not include the right to a right to use new/additional products and functionalities that are provided as a separate product/module.
The Contractor shall provide the Software and the software documentation in electronic form in Polish or English.
Unless otherwise agreed or required by mandatory law or applicable open source software terms of use, Customer shall not,
copy the software beyond what is necessary for the contractual use, neither in whole nor in part;
modify, correct, adapt, translate, improve or otherwise make derivative developments to the Software;
rent, lend, sell, license, transfer or otherwise make the software available to third parties;
reverse engineer, decompile, disassemble or otherwise attempt to decipher the source code of the Software, in whole or in part;
circumvent or violate any security devices or protection mechanisms contained in or used for the Software;
take measures that are likely to cause damage to the software or the Contractor's servers;
Remove, delete, obliterate, alter, obscure, translate, combine, add to or otherwise modify any trademarks, documentation, warranties, disclaimers or other rights, such as intellectual property, marks, notices, labels or serial numbers, associated with the Software or Documentation;
use the software in a way that violates applicable law and/or the rights of third parties;
use the Software for public benchmarking, public comparative analysis, or for the development or commercial provision of a competing software product or service, without the Contractor’s prior written consent; and/or
use the Software for or in connection with the design, construction, maintenance, operation or use of hazardous environments, systems or applications or other safety-critical applications, or otherwise use the Software in a manner that could result in physical harm or serious property damage.
3. Obligations of the Customer
Customer shall be responsible for (i) appropriate security processes, tools and controls for systems and networks interacting with the Software; (ii) maintaining alternative processes in the event of a lack of availability of the Software; (iii) determining whether the technical and organizational data protection and data security measures provided by Contractor meet Customer's specific requirements; (iv) the appropriate internal training of the users and the provision of internal technical support; and (v) the proper backup of data transferred to, and work results created with, the Software at regular intervals appropriate to the Customer’s business needs.
4. Service Provision
The Customer requires a current standard web browser (Google Chrome, Microsoft Edge, Mozilla Firefox or Apple Safari) to use the Software. The Customer is responsible for the provision and operation of all hardware and operating software as well as for the secure and fast connection of the IT end devices to the Software.
Unless expressly agreed otherwise, setup/installation and configuration of the Software shall be remunerated in accordance with the hourly rates for Services agreed in the respective individual order.
Software and other work results shall be deemed to have been handed over as soon as they have been made available to the Customer. Services shall be deemed rendered as soon as the respective service has been completed. Support/maintenance, if applicable, shall be deemed to have been provided on a monthly pro-rata basis as time elapses.
The Contractor is entitled to use subcontractors or other vicarious agents (collectively referred to as "Subcontractors") to fulfill the contractual obligations. The Contractor shall ensure that Subcontractors are bound by obligations regarding confidentiality and data protection in accordance with this Agreement. The engagement of Subcontractors shall not affect the Contractor's contractual obligations to the Customer. The Contractor shall be liable for any poor performance of a subcontractor as for its own fault.
5. Support
Support includes assistance and advice to the Customer in resolving problems in the use of the Software, including reviewing, diagnosing and correcting significant defects and errors in the Software and providing bug fixes, corrections, modifications, changes, enhancements, and updates to ensure the functionality of the Software.
Support does not cover problems with or damage to the Software to the extent caused by (i) Customer's negligence, misuse or improper operation; (ii) operation, use of the Software not in accordance with the requirements of the Documentation or failure to comply with any specifications or limitations provided by Contractor; (iii) modifications to the Software not made or approved by Contractor; (iv) acts of third parties; (v) third party products; and/or (vi) force majeure.
For each request/malfunction report, the Contractor shall indicate a priority according to the criteria defined below at its dutiful discretion. The Contractor may combine redundant fault reports by the Customer that relate to the same fault into one fault report. To enable Support, the Customer shall grant the Contractor comprehensive and unrestricted access to the Software.
The Contractor provides the availability and response times specified below for the Standard Support. Deviating availability and/or response times will be specified in the respective individual order, if applicable. For effective problem resolving, a competent contact person must be available at the Customer's site who can provide the necessary information, who has the required access rights and who can make the necessary decisions. The response time is the time between the first request/fault report by the Customer (by telephone or electronically) and the first response (by telephone or electronically) from the Contractor. Only time intervals during the availability times are relevant for the response time.
Availability
Business days (Monday to Friday, excluding public holidays in Estonia) from 9:00 a.m. to 5:00 p.m. CET/CEST.
Languages
Polish, English
Response time
Failure (the Software or essential parts of it do not work or are not available and the business of the Customer is severely affected by the malfunction) – 4 hours
Bug (the functionality of the Software or essential parts of it is severely limited and the business activity of the Customer is severely affected by the malfunction) – 8 hours
Issue (certain functionalities of the Software are restricted, the effects are noticeable/annoying, but the business activity of the Customer is not significantly affected by the malfunction) – 48 hours
6. Provision of the Software
The Contractor shall make the Software available to the Customer in a logically separated account. The Contractor shall make the Software available to the Customer for remote access in a secure system environment. A transfer of the Software to the Customer shall not take place.
The Software shall be made available to the Customer in its respective current version/release.
The Contractor shall make the Software available with a monthly uptime of at least 99%, excluding scheduled maintenance, emergency maintenance, force majeure events, and downtime caused by Customer systems, third-party networks, or Internet outages beyond Contractor’s reasonable control. The Software shall be considered available when authorized users can log in and materially use the core functions of the Software. The minimum availability does not apply to test servers.
The Contractor may access and process information relating to the operation and use of the Software to the extent necessary to verify Customer’s compliance with this Agreement, perform diagnostics, maintain and secure the Software, identify and correct defects, generate service analytics, and support the Contractor’s internal research and development. Such information may include technical, operational, usage and log data and may, to the extent resulting from the use of the Software, include Personal Data. Any processing of Personal Data under this Section shall be carried out in accordance with the DPA and applicable data protection law.
7. Warranty
Software and services shall be provided or rendered by the Contractor free of defects and, when used as intended, shall essentially comply with the specifications stated in the documentation. The Contractor's services shall be performed competently and professionally in accordance with industry standards by instructed and experienced personnel. The granting of the agreed rights of use to the Customer shall not be opposed by any rights of third parties. Technical data, specifications and performance data in public statements, in particular in advertising material, shall not be deemed to be quality data.
In the event of a defect, the Customer’s remedies for defects shall initially be limited to the Contractor remedying the defect. The Customer shall notify the Contractor in writing of any defect without undue delay, providing a reasonably detailed description of the defect and the circumstances in which it occurs, and shall request that the defect be remedied.
If the defect is proven, the Contractor shall, at its option and within a reasonable period of time, remedy the defect by re-performing the affected Service, providing a fix, workaround, correction or replacement, or otherwise making the Software or Service conform in all material respects with the agreed specification.
If the Contractor fails to remedy a proven defect within a reasonable period of time, or if the remedy finally fails after two attempts, the Customer may, with respect to the affected individual contract or affected part of the Services, withdraw from the respective individual contract or reduce the remuneration appropriately.
Any claim for damages or reimbursement of futile expenses arising from a defect shall be subject to the limitation of liability set out in these GTC.
8. Payment Terms
Unless otherwise agreed, software shall be invoiced annually in advance upon delivery. The Customer shall pay invoices within 14 days of the invoice date, without set-off, discount or other deductions. Unless otherwise agreed, the specification of a Purchase Order number on the invoice is not a prerequisite for the payment obligation.
In the event of payment default, the Contractor may suspend the contractual services, including access to the Software, only after giving the Customer at least fourteen (14) days’ prior written notice and an opportunity to cure the default, unless earlier suspension is reasonably necessary to prevent fraud, abuse, material security risk or continued use without payment.
9. Limitation of Liability
The Contractor shall be liable for damages resulting from intentional acts or gross negligence, both for its own actions and for the actions of persons for whom it is responsible.
In the event of a breach of essential contractual obligations (cardinal obligations) due to simple negligence, the Contractor’s liability is limited to the total subscription fees paid by the Client under the affected contract during the 12 months preceding the event giving rise to the claim.
Essential contractual obligations are obligations whose breach jeopardizes the achievement of the purpose of the contract, whose fulfillment enables the proper execution of the contract, and on whose compliance the Client regularly relies.
The Contractor shall not be liable for indirect and consequential damages, such as lost profits, additional personnel costs, unnecessary expenses, or unutilized savings, unless such damages result from intentional acts or gross negligence.
If the Client violates its obligation to properly back up data, the Contractor’s liability for data loss is limited to the amount specified in point 2 and includes only damages that would have occurred even if the Client had properly and regularly backed up the data.
Nothing in this Agreement shall exclude or limit liability for fraud, wilful misconduct, gross negligence where such limitation is not permitted, death or personal injury caused by negligence, or any other liability that cannot be excluded or limited under applicable law.
10. Confidentiality
Each party shall treat as confidential all information received in connection with the contractual cooperation that: (a) is marked as "confidential", "secret" or with an equivalent designation, or is identified as confidential orally; (b) is confidential by its nature; or (c) is derived from information made available under conditions of confidentiality. Each party shall use such information solely for the purposes of the contractual cooperation and shall protect it against disclosure to unauthorized third parties. This confidentiality obligation shall be imposed on all persons entrusted with the execution of this Agreement.
Excluded from the confidentiality obligation is information that: (a) is publicly available or subsequently became publicly available or was already known to the other party at the time of the conclusion of the contract; (b) was independently and autonomously developed by the other party; (c) was disclosed to the other party by a third party that is not subject to a confidentiality obligation, or (d) must be disclosed due to statutory provisions or official or judicial orders (in this case, the party concerned must be informed thereof without undue delay).
11. Data Protection
Within the scope of the use of the software, personal data of the users of the software may be processed. The Customer is the Controller and the Contractor is a processor. This data processing by the Contractor on instruction of the Customer is regulated in the Data Processing Agreement between the Customer and the Contractor, which is available at the etwi.io website and is expressly incorporated into these GTC and the contract between the parties.
When using a free trial version, the Customer shall not upload or otherwise process production Personal Data or any special categories of Personal Data within the Software, unless otherwise expressly agreed in writing by the Parties. This restriction does not apply to account, login, technical support, security or usage data that are necessarily processed for the provision of the trial version.
The Contractor may use anonymized and aggregated data derived from the use of the Software for its internal business and operational purposes, including service analytics, product improvement, security enhancement, benchmarking and research and development, provided that such data can no longer reasonably be used to identify the Customer, any user or any other natural person. For the purposes of the DPA, the Customer instructs the Contractor to anonymize Personal Data where necessary to create such anonymized and aggregated data.
12. Term
Unless otherwise stipulated in the respective individual order, the respective contract shall have a term of 12 months. Unless otherwise stipulated in the respective individual order, the respective contract shall always be extended by a further 12 months in each case unless it is terminated in writing at least 3 months before the end of the respective term. The respective contract may be terminated by either party without notice at any time in the event of a material breach of contract by the other party if the breach is not remedied within 30 days. This period shall commence from the date of delivery of the written notice of the material breach of contract. The Contractor may terminate the contract without notice at any time if the Customer is dissolved or liquidated or initiates steps to this end and/or if the Customer becomes insolvent or bankrupt.
13. Miscellaneous
This Agreement shall be governed by and construed in accordance with the laws of Estonia, excluding its conflict of laws rules. In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the Parties shall first seek to resolve the matter through good faith negotiations between duly authorized representatives. If the dispute has not been resolved within thirty (30) days from the date on which one Party notified the other Party of the dispute in writing, either Party may refer the dispute to mediation conducted remotely in English or Polish, unless the Parties agree otherwise. If the dispute is not resolved within thirty (30) days after commencement of the mediation, or if either Party refuses to participate in the mediation, the courts of Tallinn, Estonia shall have exclusive jurisdiction. Nothing in this clause shall prevent either Party from seeking interim or injunctive relief before any court of competent jurisdiction.
Unless the Customer objects in writing or by e-mail, the Contractor may refer to the Customer as a customer of the Contractor and may use the Customer’s name and logo for this purpose in the Contractor’s customer lists and general marketing materials, including on the Internet, provided that such use is fair, accurate and in accordance with the Customer’s brand guidelines made available to the Contractor. Any use beyond the foregoing requires the Customer’s prior written consent.
Any amendments or supplements to this Agreement must be made in writing; e-mail shall satisfy this requirement unless mandatory law requires a stricter form. Any notice under this Agreement shall be made in writing, including by e-mail, and shall become effective upon receipt.
The Contractor may assign or transfer this Agreement, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its business or assets relating to this Agreement, provided that the assignee assumes the Contractor’s obligations under this Agreement, including confidentiality and data protection obligations. The Contractor shall notify the Customer of such assignment or transfer without undue delay.
The Contractor may make changes to these GTC if these become necessary due to changed circumstances, for example in the event of significant changes in legislation or case law, the relevant market and business environment or due to technical developments, and if these are reasonable for the Customer. The Contractor shall inform the Customer of the changes in electronic form within a reasonable period of time, at least one month, before the changes come into force. The Customer shall be entitled to object to such changes within 14 days after receipt of the change notification. In the event of an objection by the Customer, the Contractor shall have the right to terminate the contractual relationship extraordinarily without observing a notice period. If the Customer does not object, its consent shall be deemed to have been granted after expiry of the above-mentioned periods. The Contractor shall expressly point out the duration of the period and the significance of its expiry without result when announcing the changes to these GTC.
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