TERMS AND CONDITIONS OF THE GENERAL PRINCIPLES OF COOPERATION
hereinafter: the “Terms and Conditions”
Courtesy translation. This English version is provided for information only. In case of any discrepancy, the Polish version (Regulamin) prevails.
1. IMPLEMENTATION OF THE PROJECT
1.1. The Project is implemented as part of the business activity conducted by the Company.
1.2. The Company enters into agreements with third parties in its own name and for its own account or – depending on the cooperation model – under a tripartite model with the participation of the Partner.
1.3. The Partner participates in the implementation of the Project within the Company’s organisational structure as the person operationally responsible for the performance of specified actions or tasks.
1.4. The Partner’s remuneration is linked to the implementation of the Project and constitutes a share in the funds obtained by the Company in connection with the performance of agreements concluded with third parties, on the terms set out in the Agreement.
1.5. The detailed rules on settlements, including the manner of determining and paying the Partner’s remuneration, are set out in the Agreement.
1.6. The Partner is liable to the Company for the correctness and consequences of the actions taken.
1.7. The Partner undertakes to indemnify the Company against liability towards third parties and to cover all damage, costs and claims, including in relation to public administration authorities, arising in connection with the Partner’s actions.
1.8. The Partner may use the Partner’s own resources or resources made available by the Company to the extent necessary for the implementation of the Project.
1.9. Costs related to the implementation of the Project that have not been covered by the Company as part of the organisation of its business activity are borne by the Partner.
2. MUTUAL RELATIONS BETWEEN THE PARTIES
2.1. The Partner is obliged to provide the Company – no later than the 5th (fifth) day of the month following the month in which the Partner implemented the Project – with all documents and information necessary for the proper conduct of settlements and for the performance by the Company of its public-law obligations.
2.2. Sales documents are issued by the Company or on its behalf, in accordance with the settlement arrangements adopted.
2.3. The Partner is liable to the Company for the correctness, completeness and timeliness of the data provided.
2.4. The Company may refuse to take into account documents provided after the deadline or containing errors.
3. REVENUE FROM THE PROJECT AND ADMINISTRATIVE FEES
3.1. Settlements related to the implementation of the Project are recorded on the Sub-account maintained in the Company’s settlement system.
3.2. The Sub-account is used to register receipts and expenses related to the activity carried out within the Company.
3.3. The Partner has access to information on the status of settlements to the extent made available by the Company.
3.4. All financial transactions are carried out solely by the Company.
3.5. The detailed legal rules concerning the Sub-account are set out in the Agreement.
3.6. In the event of any discrepancy between the Terms and Conditions and the Agreement, the provisions of the Agreement take precedence.
3.7. The Partner is obliged to pay the organisational and operational fees set out in the Price List published on the Company’s website at: https://b2b4u.pl/pl/cennik/.
3.8. The fees are due irrespective of the Partner’s level of activity.
3.9. The Company is entitled to deduct amounts due to it from the settlements conducted within the Sub-account.
3.10. The Company is not obliged to pay out funds in the absence of receipts.
4. DISCIPLINARY MEASURES
4.1. In the event of a breach of obligations, the Company may apply disciplinary measures, in particular:
a) a warning,
b) suspension of the execution of instructions,
c) restriction of access to the infrastructure,
d) blocking of settlements within the Sub-account,
e) termination of the Agreement.
4.2. The Company may apply protective measures in the event of a reasonable suspicion of a breach of the Agreement.
4.3. The detailed rules on liability and contractual penalties are set out in the Agreement.
5. PROTECTION OF PERSONAL DATA
5.1. The Partner may process personal data solely to the extent necessary for the implementation of the Project and in accordance with the Company’s instructions.
5.2. The Partner is obliged to comply with the provisions on the protection of personal data, in particular 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 (hereinafter: the “GDPR”), as well as the Company’s internal procedures and guidelines.
5.3. The Partner is obliged to keep personal data confidential and to apply appropriate technical and organisational measures ensuring their security.
5.4. Where data are processed on the Partner’s own devices, the Partner is obliged to secure them appropriately in accordance with Article 32 of the GDPR and the Company’s recommendations.
5.5. The detailed rules on liability and any entrustment of the processing of personal data are governed by a separate data processing agreement.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. The rules concerning economic copyrights, intellectual property rights, industrial property rights, computer programs, the use of open-source software, the Partner’s Background IP and the security licence are set out in the Agreement.
6.2. The Partner is obliged to carry out the Project in a manner that does not infringe the rights of third parties, in particular copyrights, industrial property rights, database rights, trade secrets, open-source licences and other rights to intangible assets.
6.3. The Partner is obliged to inform the Company without delay of the intention to use, within the Project, any elements not created exclusively for the purposes of the Project, in particular pre-existing code, libraries, templates, tools, know-how, third-party materials or open-source components.
6.4. The Partner is obliged to maintain a basic record of the elements referred to in clause 6.3 and to make it available to the Company on request.
6.5. The detailed legal consequences of the use of the elements referred to above, including the rules on the granting of licences, the transfer of rights, the Partner’s liability and the security licence, are set out in the Agreement.
6.6. In the event of any discrepancy between the provisions of this section and the Agreement, the provisions of the Agreement take precedence.
7. IDENTIFICATION, LEGALISATION AND DOCUMENTATION OBLIGATIONS OF THE PARTNER
7.1. The Partner is obliged, throughout the entire period of cooperation, to hold a valid identity document and, if the Partner is a foreigner, a valid basis for legal stay in the territory of the Republic of Poland and — where required — a basis for access to the labour market.
7.2. Before the commencement of cooperation and upon each request by the Company, the Partner is obliged to submit the documents necessary to verify the Partner’s identity, residence status, tax status and insurance status, and entitlement to perform activities within the Project.
7.3. The documents referred to above may include, in particular:
a) a valid passport, identity card, Polish identity document for foreigners or temporary foreigner’s identity certificate;
b) documents concerning the legalisation of stay, including a decision of the competent authority, a residence card, confirmation of the submission of a residence application or other documents confirming residence status;
c) documents confirming the assignment of a PESEL number, including PESEL UKR, where applicable;
d) documents required to obtain a visa or another residence document;
e) documents confirming education, qualifications, professional experience or internship;
f) documents confirming access to the labour market, including documents confirming exemption from the obligation to obtain a work permit, where applicable;
g) questionnaires, tax or insurance declarations or other forms required in view of the chosen form of cooperation.
7.4. The Partner is obliged to inform the Company without delay, and in any event within 3 (three) working days, of any change concerning the Partner’s residence status, legalisation documents, access to the labour market, identification data, address of residence, PESEL number, or tax or insurance status.
7.5. The Partner is obliged to provide the Company without delay with new decisions, residence cards, confirmations of the submission of applications, visa documents and other documents relevant to assessing the legality of the Partner’s stay, cooperation or performance of activities within the Project.
7.6. The Partner is solely liable for the truthfulness and completeness of the documents and information provided and for their being up to date.
7.7. Failure to provide the required documents, provision of out-of-date, untrue or incomplete documents, as well as failure to inform the Company of a change in the Partner’s status, may constitute grounds for:
a) suspension of the commencement or further implementation of the Project;
b) suspension of settlements;
c) restriction of access to the Company’s infrastructure;
d) refusal to execute the Partner’s instructions;
e) termination of the Agreement with immediate effect.
7.8. The Company is entitled to refuse to admit the Partner to the implementation of the Project or to suspend the Partner’s participation in the Project if the documents provided do not allow confirmation of the legality of stay, access to the labour market or the ability to perform activities within the Project.
7.9. The processing of the Partner’s documents and personal data takes place solely to the extent necessary for the conclusion, performance and settlement of the cooperation, compliance with the Company’s legal obligations and safeguarding of its legitimate interests.
8. AMENDMENT OF THE TERMS AND CONDITIONS AND THE PRICE LIST
8.1. The Company is entitled to amend the Terms and Conditions and the Price List for valid reasons, in particular in the event of:
a) a change in the law,
b) a change in the Company’s organisational or operating model,
c) the need to adapt the Terms and Conditions to technical or business requirements.
8.2. The Partner will be informed of any amendment to the Terms and Conditions or the Price List by electronic means, at the e-mail address indicated, at least 14 days before the date on which the amendments enter into force.
8.3. Amendments to the Terms and Conditions or the Price List do not apply to activities performed before the date on which they enter into force.
8.4. If the Partner does not accept the amendments to the Terms and Conditions or the Price List, the Partner has the right to terminate the Agreement with effect from the day preceding the entry into force of the amendments.
8.5. Continued use of the Company’s infrastructure or participation in the implementation of the Project after the date on which the amendments to the Terms and Conditions or the Price List enter into force constitutes acceptance of them.