Terms of Service

01 General provisions and definitions

These Terms are standard contract terms within the meaning of Article 384 of the Polish Civil Code and apply to every user of the site. Where a contract with a Client refers to these Terms, they apply together with that contract, and in the event of conflict the contract prevails.

Terms

This document, available in Polish and English on the site.

Site

The undernapse.com service with all its subpages, in the Polish and English version.

Service provider

Undernapse Sp. z o.o. — the entity identified in the “Service provider details” section.

User

Any person using the Site, whether or not they enter into a contract.

Client

An entity or person who enters into a contract with the Service provider for Services.

Services

The services described in the “Scope of these Terms and the services” section.

Contract

A separate agreement, offer, order or statement of work (SoW) that sets the subject matter, remuneration, timeline and delivery conditions for a project.

Consumer

A natural person entering into a contract not directly related to their business or professional activity (Article 22¹ of the Polish Civil Code).

Business

A natural person, legal person or organisational unit carrying on business or professional activity (Article 43¹ of the Polish Civil Code).

02 Service provider details

The services are provided by Undernapse Sp. z o.o., with its registered office at ul. Hoża 86 lok. 410, 00-682 Warszawa, Polska, NIP 7011145585 — full identification details:

Service provider

Undernapse Sp. z o.o.

Legal form

limited liability company

Address

ul. Hoża 86 lok. 410, 00-682 Warszawa, Polska

NIP

7011145585

REGON

525353982

KRS

0001037160

Email

hello@undernapse.com

These details are available permanently, continuously and publicly on this site, as required by Article 5 of the Polish Electronic Services Act. Send contract correspondence to the email address above — a plain message is enough, we do not require a form.

03 Scope of these Terms and the services

These Terms set out the rules for using the Site and the general conditions for providing Services. The service descriptions and the way we work are informational; the binding scope of work, timeline and remuneration are agreed in the Contract.

• software development — web and mobile applications, integrations, modernization of existing systems;
• AI implementation and workflow automation — document processing, assistants grounded in company knowledge, decision support, integrations with the Client's systems;
• AI coding enablement (agentic coding) — tool selection and configuration, workshops, a pilot in the Client's repository;
• AI advisory and workshops — readiness assessment, use-case selection, implementation plan;
• maintenance and post-launch development — monitoring, issue handling, further development.

Content on the Site — including service descriptions, case studies and educational material — is not an offer within the meaning of Article 66 § 1 of the Polish Civil Code. Entering into a Contract requires agreeing the scope of work; an enquiry sent through the form is an invitation to talk, not an order.

04 Technical requirements

To use the Site you need a device with internet access and a current browser version. There is nothing to install and no account to create.

• a current version of Chrome, Firefox, Safari or Edge, including their mobile versions;
• JavaScript and local storage enabled — without them neither the contact form nor the consent panel will work;
• an active email account — needed to answer an enquiry and to correspond about a Contract;
• a stable network connection; for call booking, access to Calendly, which has its own technical requirements;
• a PDF reader or a browser that handles the format, to open documents.

We do not guarantee correct operation in browsers that no longer receive security updates, or with mechanisms required by the forms disabled. If we materially change the technical requirements, we will announce it on the Site.

05 Rules of use

You may use the Site lawfully, in line with these Terms and its purpose — that is, to review our offer and get in touch about working together.

In particular, it is prohibited to:

• post unlawful or defamatory content, or content infringing third-party rights;
• impersonate other people or entities, or provide false data in the form;
• send spam or bulk submissions through the form or by email;
• scrape the Site's content in a way that burdens the infrastructure, or extract data for commercial purposes without our consent;
• use the Site's content to train artificial intelligence models without our prior consent;
• attempt unauthorised access to systems, bypass safeguards, test vulnerabilities without our consent, or otherwise disrupt the Site.

If these rules are broken, we may restrict or block access from a given IP address, remove a submission and — where the law requires it — report the matter to the competent authorities. We are not responsible for the content of external sites linked from the Site.

06 Entering into a contract

Using the Site or sending an enquiry does not create a Contract. An enquiry is an invitation to talk — we answer it to establish whether and how we can help.

The free AI-readiness call is free of charge and non-binding: it is not an offer within the meaning of Article 66 § 1 of the Polish Civil Code, it does not oblige either party to enter into a Contract, and it may end with our recommendation that working together in that shape makes no sense. We do not charge for the call itself.

We do not publish a price list on the Site. Remuneration is agreed individually, once the scope of work is established. We conclude Contracts in writing — by signing a document, accepting an offer, or confirming the scope of work and the quote by email, which between businesses satisfies the written form.

We may decline to enter into a Contract where the scope falls outside our competence, involves a conflict of interest, or relates to activity we do not want to support. We will explain why, unless that would breach confidentiality towards other clients.

07 Fees and payment

The amount and method of remuneration are set in the Contract. Possible models are per-stage billing, monthly billing for a team or time commitment, and in justified cases a fixed maintenance fee. Remuneration does not include third-party costs such as cloud infrastructure, licences or AI model usage, unless the Contract says otherwise.

Invoices are issued according to the Contract. The payment term, currency and settlement method follow the Contract; where nothing is agreed we apply 14 days from the invoice date. Late payments carry statutory interest for late payment in commercial transactions.

In dealings with Businesses we may suspend work if a payment for a completed stage is due and unpaid — after giving notice to pay within 7 days. Suspension of work does not release the Client from paying for the scope already delivered.

08 Intellectual property

Upon payment of the full fee for a given stage we transfer to the Client the economic copyright in the deliverables — code, documentation and materials created under the Contract — on the fields of exploitation specified in the Contract. Until payment, the Client may use the deliverables only for testing and evaluation.

Pre-existing elements — our tools, libraries, reusable components, know-how and software we develop independently of a project (e.g. Overstory) — remain our property. The Client receives a non-exclusive, non-transferable licence to them to the extent necessary to use the deliverables. Open-source components are governed by their own licences; we list the key dependencies in the documentation.

Materials and data supplied by the Client remain the Client's property. The Client grants us a licence solely for the purposes of the Contract. We publish a Client's name or a project description in marketing material only with that Client's consent, given separately from the Contract.

09 Confidentiality

We keep confidential all information received in connection with the Site and the Contract — including technical, business and personal data — and we expect the same from the Client regarding information about our methods, tools and pricing.

Confidentiality does not cover information that is publicly available, information known to a party before it was disclosed, information obtained independently, or disclosure required by law or by an authority — in which case we notify the other party where that is not prohibited.

Confidentiality applies during the collaboration and for 3 years after it ends, unless a separate non-disclosure agreement (NDA) provides otherwise — in that case the NDA prevails. On request we return or destroy the materials provided, except copies we must keep by law.

10 Liability

We are liable for actual loss caused by our fault, up to the remuneration received for the stage of work concerned, or — for maintenance contracts — for the last 12 months of billing. In dealings with Businesses we exclude liability for lost profits and indirect loss.

These limitations do not apply to damage caused intentionally and, in dealings with a Consumer, also to damage resulting from gross negligence. Nothing in these Terms excludes or limits the rights a Consumer has under mandatory provisions of law.

Solutions built on AI models can produce incomplete or inaccurate output — that is a property of the technology, not a defect in delivery. The Client is responsible for verifying output before use, especially in regulated areas such as law, medicine or finance. We do not guarantee a specific business outcome, nor the continued behaviour and availability of third-party models and services (model providers, cloud infrastructure) outside our control.

The Client is responsible for providing data, decisions and access needed for the work on time. Client-side delays shift our deadlines and do not count as our delay. Both parties undertake to mitigate loss.

11 Force majeure

Neither party is liable for failure or defective performance caused by force majeure — an external event that could not have been foreseen or prevented, such as war, natural disaster, epidemic, strike, failure of power or telecommunications networks beyond standard safeguards, an act of public authority, or a cyberattack on a scale that made protection impossible.

The affected party notifies the other within 7 days of the event and states the expected duration. Performance is suspended for that period. If the obstacle lasts longer than 60 days, either party may terminate the Contract to the extent not yet performed, settling payment for the work already delivered.

12 Term and termination

These Terms apply indefinitely. Project contracts run for the period stated in them, and maintenance or monthly contracts run indefinitely unless the Contract says otherwise.

Where the Contract does not set a notice period, either party may terminate it with one month's notice effective at the end of a calendar month. Either party may terminate immediately for a material breach that the other party fails to cure within 7 days of written notice.

After termination we settle the work performed up to that date. We hand over materials and access once the fees for the completed scope are paid, and the Client returns or destroys materials entrusted to it where they are no longer needed for statutory obligations.

13 Complaints

You can submit a complaint about the Services or the Site by email or post to the Service provider's address given in the “Service provider details” section. Describe the problem, identify the project or stage concerned and the remedy you expect. No form is required.

We confirm receipt within 3 business days and answer within 14 days of receiving the complaint. If we need further information, we ask for it within that period and count the response time from its receipt. If we do not respond within 14 days, the complaint is deemed justified — this applies to complaints submitted in line with this clause.

A complaint does not limit a Consumer's rights under the Polish Consumer Rights Act or the statutory warranty for defects. A Consumer may pursue those rights independently of the complaint procedure.

14 Consumers and the right to withdraw

We direct our offer primarily at businesses, but we do not exclude or limit consumer rights. Where you contract as a Consumer, the Polish Consumer Rights Act applies, and these Terms are read in your favour to the extent the law is mandatory.

Before a distance contract is concluded we provide the information required by the Consumer Rights Act: about the Service provider, the subject matter and method of performance, the remuneration, the delivery date, the cost of using distance communication, the right to withdraw and how to exercise it, and out-of-court complaint and redress options.

You may withdraw from a distance contract within 14 days of its conclusion, without giving a reason (Article 27 of the Consumer Rights Act). A statement sent by email to the Service provider is enough — you do not need our form and you do not need to give a reason. You may also send the statement by post.

The right to withdraw does not apply where a service has been fully performed with your express consent and we informed you before performance began that you would lose the right to withdraw once it was complete (Article 38(1) of the Consumer Rights Act). For services delivered continuously, you may withdraw before full performance, paying for the part performed up to withdrawal where you requested that, or where we performed the service with your express consent before the withdrawal period expired.

In disputed cases you can seek help from the municipal or district consumer ombudsman and use alternative dispute resolution (ADR). The European Commission's ODR platform has been discontinued — information on the entities authorised to conduct ADR proceedings is published by the President of the Polish Office of Competition and Consumer Protection (uokik.gov.pl). Using ADR is voluntary and does not exclude going to court.

15 Changes to these Terms

We may change these Terms for valid reasons: changes in law, changes in the scope or method of providing Services, technical and security changes, or organisational changes on our side. Every version carries a number and a publication date on the Site.

Changes do not apply to Contracts concluded before they take effect — those are performed on the terms in force when they were concluded. A change to these Terms does not affect rights already acquired by a Consumer.

• Version 1.0 — effective from 10 November 2026. First version of the document.

16 Governing law and jurisdiction

Polish law governs these Terms and the Contracts. This choice of law does not deprive a Consumer of the protection afforded by mandatory rules of the country in which the Consumer has their habitual residence.

Disputes with Businesses fall under the jurisdiction of the court competent for the Service provider's registered office. Disputes with a Consumer fall under the jurisdiction determined by the Polish Code of Civil Procedure — including the court competent for the Consumer's place of residence; these Terms do not change that jurisdiction to the Consumer's detriment.

These Terms are drawn up in Polish and English. In the event of discrepancy the Polish version prevails, although as against a Consumer the interpretation more favourable to the Consumer applies.

17 Final provisions

These Terms together with the Contract constitute the entire arrangement to the extent the Contract refers to them. Amendments to a Contract require written form or confirmation by email from both parties.

If any provision of these Terms is invalid or ineffective, the remaining provisions stay in force, and the invalid provision is replaced by one closest to its purpose and permitted by law.

Questions about these Terms should go to the email address in the “Service provider details” section. We answer within 14 days.