GENERAL TERMS AND CONDITIONS OF CONTRACTS OF INTERIM PM SP. z o.o.
Tax identification number NIP: 675 155 81 19
National Court Register KRS: 0000634593
§ 1. GENERAL PROVISIONS
1) GTCC – this document, containing the general terms and conditions of the Contractors concluded by the Contractor;
2) Contractor – INTERIM PM sp. z o.o. with its registered office in Kraków (address: ul. Moniuszki 31/4, 32-523 Kraków), entered in the Register of Entrepreneurs of the National Court Register (KRS) by the District Court for Kraków-Śródmieście in Kraków, 11th Economic Division, with KRS number: 0000634593, having Tax Identification Number NIP: 6751558119 and National official business register REGON: 365264986;
3) Client – a legal and natural person conducting business activity, organisational unit without legal personality concluding the Contract with the Contractor under its business activity;
4) Parties – the Contractor and the Client;
5) Services – paid services in sales support being the subject of the Contract;
6) Contract – a service contract concluded in writing by and between the Parties;
7) Lead – an individual from the target group who expresses willingness to learn more information on the Client’s service/product after presentation of the reason for contact, particularly:
- individuals with an arranged meeting/phone call
- individuals who gave feedback and who expresses willingness to contact at a specific time in the future
- individuals interested in obtaining more information about the enterprise/service/product
- individuals who reacted positively to the communication, showing interest in the product/service, but who were not ready to make an appointment for another interaction just yet
8) Preparatory Fee – a part of the remuneration due to the Contractor is allocated to cover the basic costs related to preparation for provision of the Services – analysis and comparison of a strategy for conducting a marketing campaign for the Client, materials and scripts, purchase of systems and databases, phone call costs, training of consultants.
9) Databases – databases purchased or developed by the Contractor on behalf and in the name of the Client, which contain lists of prospective clients of the Client;
10) GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
- GTCC specify the rights and obligations of the Parties to the Contracts.
- GTCC form an integral part of all Contracts and if the Parties are bound by a separate written Contract, that Contract prevails over GTCC and the provisions of GTCC apply only in the scope not covered by that Contract. The Parties may depart from the provisions of GTCC by way of an agreement concluded only in a written Contract (the written form is required under pain of invalidity).
- The Client is obliged to read GTCC before concluding the Contract. GTCC are available at the address of the Contractor specified in Clause 1(1)(2) above and on the website of the Contractor at www.interimsales.pl/gcc
- The Contractor may make the conclusion of the Contract conditional upon a written acceptance of GTCC by the Client, but this is not required.
- If the Parties remain in permanent business relations, the fact that the Client accepts GTCC once will apply to all Contracts concluded afterwards until the Parties agree in writing to exclude the application of GTCC.
§ 2. PERFORMANCE OF CONTRACT
- Under the Contract, the Contractor is obliged to effectively contact enterprises in the number specified in the Contract on behalf of the Client, it being understood that effective contact with an enterprise involve a conversation with a reception desk worker, a decision maker, three failed attempts at contact with the same telephone number or with an e-mail/LinkedIn message (unless Appendix no. 1 to the Contract specifies otherwise).
- The Parties agree that to perform the Contract, the individuals acting on behalf of the Contractor will act on behalf and instruction of the Client to contact the current and prospective clients of the Client. In their actions, they are authorised to present commercial information and offers on behalf and in the name of the Client. However, they are not authorised to conclude any sales contracts or make other declarations of will on behalf of the Client unless the Client has granted the Contractor a separate power of attorney in writing.
- The Contractor may provide the Services by engaging third parties (subcontractors). In such a case, however, it will make sure that such parties act according to the standards and at the quality specified in the Contract. The Client undertakes to cooperate with any external entity indicated by the Contractor in the scope and time necessary for performance of the Contract.
- For the term of the Contract, the Client will create new electronic mail accounts for the Contractor for due performance of the Contractor, particularly for the Services specified in clause 2(1) above.
- The Parties agree that the exact content of all standard messages sent by the Contractor on behalf of the Client, including but not limited to cold e-mails, will be specified in cooperation with the Client by means of using the know-how of the Contractor. The Client is liable for the compliance of the content with the generally applicable provisions of law. If such messages are regarded as unsolicited commercial information as per the Act of 18 July 2002 on the provision of services by electronic means (consolidated text: Journal of Laws of 2017, item 1219, as amended) or as direct marketing messages as per Art. 172 of the Telecommunications Law of 16 July 2004 (consolidated text of 14 September 2018: Journal of Laws of 2018, item 1954) or if any third parties assert any other claims, the Client will indemnity and hold the Contractor harmless from any liability in this respect.
- The Client undertakes to approve the materials sent by the Contractor within 2 (two) days. If the materials are not approved within that time limit, it will be deemed that the sent materials, including the list of enterprises, satisfy the Client and that the Contractor can thus proceed to provide the Services.
§ 3. DATABASES
- For due performance of the Contract, the Contractor:
1) will purchase or develop, on behalf and in the name of the Client, the Databases containing lists of prospective clients of the Client; at that time the Client will become the producer of the Databases as per the Database Protection Act of 27 July 2001 (Journal of Laws, no. 128, item 1402) and the controller of the personal data provided in them as per GDPR;
2) as a processor, under the personal data processing contract concluded with the Client – will use the Databases made available by the Client and contact the entities listed in the Databases to select entities interested in the services or products of the Client;
3) as a processor, under the personal data processing contract concluded with the Client – will fulfil the information obligation under Art. 13 and 14 of GDPR on behalf of the Client as the controller of the personal data provided in the Databases;
4) can modify and supplement the Databases made available to it by the Client without changing their fundamental purpose;
5) after the end of the cooperation, at the discretion of the Client – will remove or return to it all results of its work (contacts being personal data, Databases and Leads) and will remove any and all existing copies of those unless the generally applicable provisions of law prescribe storage of all or some personal data provided in them.
- The Contractor does not own or produce the databases created or purchased at the instruction of the Client or the databases created during the project as per the Database Protection Act of 27 July 2001 (Journal of Laws, No. 128, item 1402) and is not the controller of any personal data processed by means of the above databases.
- The Client is solely liable for the personal data it entrusted for processing, including but not limited to due performance of the information obligation (Art. 13 of GDPR) and the exercise of data subjects' rights (Art. 15 – 21 of GDPR), and for the handed over databases and it will indemnify and hold the Contractor harmless from any infringement of third party rights or any breach of generally applicable provisions of law if any such infringements or breaches occur. If any court proceedings are instigated in connection with the performance of the contract by the Contractor, the Client will enter such proceedings as an obligatory joint participant.
§ 4. REMUNERATION
- The remuneration due to the Contractor is specified in the Contract and can include the Preparatory Fee, the basic fee, remuneration for Leads and the success fee.
- The Client agrees to sending VAT invoices by electronic means to the e-mail address of the Client specified in the Contract.
- The remuneration will always be paid out by wire transfer to the bank account specified in the relevant VAT invoice within 4 days from the day of that VAT invoice.
- Raising any reservations as to the Contract or GTCC does not allow the Client to cease to make any payments
- The Contractor may put the performance of the Contract on hold, particularly through suspension of provision of the Services, if the Client is in delay in payment of the remuneration or its part.
§ 5. NON-DISCLOSURE OBLIGATION
- The Parties undertake to keep confidential any and all information which they obtained from each other through or during the performance of the Contract and which is proprietary information of the Parties, hereinafter referred to as the „Confidential Information.” Keeping information confidential includes, but is not limited to, non-disclosure and non-conveyance of any Confidential Information to any person who has not signed a non-disclosure contract with the Contractor or the Client, as applicable, upon consent of the Client or the Contractor, respectively.
- For avoidance of doubts, the Confidential Information includes any and all information which the Party obtained from the other Party which is not public or widely available. For information to be deemed confidential, it does not have to be marked as confidential in any manner.
- The Confidential Information includes the following information:
2) marketing strategies and plans;
4) details of clients and contractors (including personal data);
5) technical data and a widely understood know-how.
- The know-how and proprietary secret of the Contractor include, but are not limited to, the procedures, formulas of action, sales techniques, detailed scripts for phone calls with the clients and prospective clients of the Client made by the employees and co-workers of the Contractor, developed by the Contractor before or during the performance of the Contract, even though they were developed on the basis of detailed guidelines of the Client. The Client does not acquire any rights to the know-how and if it learnt it, it is obliged to keep it confidential as per this clause.
- The Parties are obliged to keep the abovementioned confidentiality throughout the term of the Contract and for 3 (three) years from the date of its ending (regardless of the ending manner).
- The Confidential Information can be made available to the employees, co-workers and subcontractors of the Parties in the scope of the personal data on the terms specified in the provisions of law and the concluded personal data processing contract as well as in the content of the documents of the Parties concerning personal data protection.
- The Parties are liable for imposing the same non-disclosure obligation on their employees, co-workers and subcontractors.
- If the non-disclosure obligation is breached, the breaching Party will pay the other Party the liquidated damages of PLN 20,000 (twenty thousand) per breach. The Parties are entitled to seek compensation in excess of the liquidated damages under the general provisions of law.
§ 6. OBLIGATION OF LOYALTY
- In the term of the Contract and within 24 (twenty-four) months from its ending, the Client undertakes not to conclude any employment contracts, service contracts, specific work contracts, cooperation contracts or similar with persons performing the Contract on behalf of the Contractor, ones the subject of which would be similar to the scope of the Contractor specified in the Contract.
- This applies to concluding contracts with persons who run their business activity
or not as well as concluding contracts with any entities where such persons perform any function in the bodies or are partners, shareholders or members of the bodies of such entities.
- If the above obligation is breached, the Client will pay the Contractor the liquidated damages of PLN 80,000.00 (eighty thousand) per breach. The Contractor is entitled to seek compensation in excess of the liquidated damages under the general provisions of law.
§ 7. PERSONAL DATA PROCESSING ENTRUSTMENT
The Parties regulate the issue of the Client’s entrusting personal data for processing by the Contractor under a separate personal data processing contract forming an appendix to the Contract.
§ 8. PENALTIES, COMPLAINTS AND SUSPENSIONS IN SERVICE PROVISION
- The Client may report reservations to the provided Leads and exchange them for other if they fail to meet the assumptions specified in the Marketing Campaign Specifications attached to the Contract.
- If no reservations are made to the summary report within 3 days from the day when it was handed over to the Client, the report will be deemed approved, and the Contractor will be able to settle the Services.
- The Contractor is liable solely for the damage caused by wilful misconduct.
- The Parties agree that the provision of the Services will commence within 45 (forty-five) days from the date of the Contract, not earlier, however, than on the day of payment of the Preparatory Fee.
- If the commencement is delayed at fault of the Client – the Contractor can seek compensation of net PLN 100 (one hundred) per day in delay.
- If no complaints are made to the delivered Leads or the campaign report within 4 (four) days from the delivery date, the Contractor can regard all Leads as approved and, in effect, end and settle the project.
- For avoidance of doubts, the Parties confirm that if the Client resigns from cooperation before the provision of the Services is commenced, the Preparatory Fee will be due to the Contractor and if it was already paid, it will not be returned.
- The Client may decide to temporarily suspend the provision of the Services by the Contractor over a maximum of 1 (one) calendar month or a maximum of 1 (one) time during the campaign.
- The campaign can be suspended only by mutual agreement.
- A request for campaign suspension should be submitted at least 30 days before the planned suspension date.
- The suspension of provision of the Services does not release the Client from the obligation to pay the remuneration due to the Contractor for the time of suspension of the provision of the Services. The remuneration specified in the sentence above will be credited towards the remuneration of the Contractor due for the period of extension of provision of the Service as specified in clause 8(9) sentence 2 below.
- The suspension of provision of the Services releases the Contractor from the obligation to perform the granted warranty as part of the campaign being conducted and the Contractor will make all efforts to perform the granted warranty.
- The provision of the Services will be resumed after the causes and time of suspension cease, but not earlier than upon the payment by the Client of all matured receivables of the Contractor. The duration of the provision of the Services by the Contractor specified in the Service Contract will be prolonged by the duration of the suspension of provision of the Services at the request of the Client as specified in clause 8(7) above.
§ 9. AUXILIARY LICENCE FOR MATERIALS
- The client grants the Contractor an irrevocable and non-exclusive licence not limited by time or territory for using any materials provided to the Contractor by the Client for the purpose of providing the Services under the Contractor and visual identification of the Client, including names, logotypes, images and other designations, being registered or unregistered trademarks of the Client, hereinafter jointly referred to as the „Materials”).
- The licence specified in clause 9(1) above will be granted in the fields of use provided for in Art. 50 and 74 of the Act of 4 February 1994 on the copyright and related rights, including in the following scope:
1) making available publicly in any standard, system and format in a manner allowing everyone have access to them in the place and at the time of their own choosing,
2) recording and duplicating the Materials in digital form, particularly as part of ICT systems, without creation of a carrier in the process,
3) preparing, disposing of and using any and all adaptations and alterations of the Materials obtained or created in connection with the performance of the Contract and using the Materials by including them in other works and Materials.
- The Client declares that the Materials:
1) will not infringe any third party rights,
2) will not be burdened by third party rights and that there will be no rights that could exclude or limit use of the Materials by the Contractor and third parties using the Materials under the Contract.
- For the declarations made in this clause, the Client is liable to the Contractor for warranting that no third party will assert any claims against the Contractor and the third parties using the Materials under the Contract. In particular, the Client undertakes to cover all third party claims asserted against the Contractor which have been satisfied by it and in case of a court dispute, to participate in such a dispute on the side of the Contractor and to act in the Contractor’s interest within the limits set by the relevant regulations.
- The licences and obligations specified in this clause:
1) are granted and imposed to allow the Contractor to provide the Services – in such a case their effective period will not exceed the term of the Contract,
2) are granted and imposed to allow the Contractor to provide information on the results of the Services it provides to the Client (printed or online portfolio or a portfolio disseminated otherwise) – in such a case they are granted and imposed for an indeterminate term with possibility to terminate 12 calendar months in advance.
§ 10. FINAL PROVISIONS
- The numbers of clauses (§), sections and points invoked in GTCC without any specific reference mean the relevant sectioning levels of GTCC.
- Neither GTCC nor the Contract authorise the Client to the following (the list is not exhaustive):
1) use and prepare the intellectual property of the Contractor, including but not limited to its know-how, to create own products and services,
2) modification and preparation of the scripts of the Contractor after the end of the Contract.
- The provisions of GTCC apply to all Contracts subject to clause 1(3) of GTCI. It is unacceptable for the Client to invoke ignorance of GTCC after it signs the Contract or GTCC.
- The Client is not entitled to transfer the rights or obligations arising from the Contractor without a prior written consent of the Contractor.
- The Contractor can use the Client’s business name and trademark (in black and white or in colour) solely to present lists of clients using the services of the Contractor and can place the Client’s business name and trademark in the „Clients” section (or a similar section being its equivalent) on the website of the Contractor or any other website related to the Contractor (including the social media).
- The Client undertakes to inform the Contractor of any change in the address, not later, however, than on the date of such a change. Any letter sent to the address of the Client specified in the Contractor as the correspondence address (or another officially registered address) which has not been received by the Client on time or which the Client refused to receive will be deemed effectively served upon the lapse of the time limit within which the Client was obliged to receive the letter or on the day when the Client refused to receive the letter. The Contractor will be able to serve correspondence in a different manner if needed. The above applies to electronic correspondence accordingly.
- GTCC and the Contracts are subject to the Polish law exclusively. The Parties agree that any disputes that may arise in connection with the Contract will be resolved amicably, but in the case of a court dispute, the court of proper venue serving the address of the Contractor will hear the dispute.
GCC is valid from 12/03/2021