Terms and Conditions of the Salesbook Partner Program

I. General Provisions

1. Salesbook Spółka Akcyjna, with its registered office in Rzeszów, address: Al. Józefa Piłsudskiego 32, 35-001 Rzeszów, registered in the Register of Entrepreneurs of the National Court Register maintained by the District Court in Rzeszów, XII Commercial Division of the National Court Register under KRS number 0000867947, Tax Identification Number (NIP) 5170375196, with share capital of PLN 114,988.10, fully paid (hereinafter referred to as “Salesbook”), enables the possibility of cooperation with the Partner.
2. To facilitate interpretation, the following terms are introduced:
   • Application – An IT system provided to the client by Salesbook, enabling the streamlining, management, and administration of the client’s processes, particularly in the area of sales;
   • Partner – This term refers to either a PRO Partner and/or a Referring Partner;
   • PRO Partner – This term refers to a natural or legal person engaged in active efforts to promote the Application and provide ongoing support in the sales process of the Application, for remuneration determined in accordance with the Terms and Conditions. The detailed scope of cooperation with a PRO Partner is set out in Sections 8.1 and 9.1 of the Terms and Conditions;
   • Referring Partner – This term refers to a natural or legal person engaged in efforts to support the sales process of the Application, for remuneration determined in accordance with the Terms and Conditions. The detailed scope of cooperation with a Referring Partner is set out in Sections 8.2 and 9.2 of the Terms and Conditions;
   • Terms and Conditions – These Terms and Conditions of the Salesbook Affiliate Program;
   • 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) (OJ L 119, 2016, p. 1, as amended);
   • Agreement – The cooperation agreement concluded between Salesbook and the Partner based on these Terms and Conditions.
3. Under no circumstances is the Partner authorized or obligated to act as an intermediary in concluding agreements on behalf of or for the benefit of Salesbook. Neither the Agreement nor the Terms and Conditions constitute a power of attorney, agency agreement, employment contract, nor do they establish any organizational entity between the parties, such as a civil partnership.
4. The Partner independently determines their organizational structure, model, and methods of carrying out the cooperation, as well as the frequency of their activities, provided that these are in accordance with the Terms and Conditions.
5. The Partner represents and undertakes that:
   • It has full legal capacity, is authorized to conclude the Agreement, and in concluding and performing the Agreement, will comply with applicable laws without infringing upon the rights of third parties;
   • It enters into the Agreement as a professional, possessing the skills, knowledge, resources, and experience necessary for the proper performance of the Agreement;
   •  It will promptly, i.e., within no later than 14 days, notify Salesbook of any changes affecting the accuracy of the above declarations or its identification or contact data;
   • It will refrain from engaging in any activities that could lead to a conflict between its interests and the interests of Salesbook or Salesbook’s (potential) client;
   • It is familiar with and will adhere to the standards defined by Salesbook in terms of client acquisition or handling or the use of the Salesbook brand, including compliance with instructions and guidelines issued by Salesbook.
6. The Partner may provide its services both within Poland and abroad (globally). If the Partner’s place of residence or registered office is outside Poland, Salesbook may require necessary documentation, particularly a tax residence certificate, to properly document the entitlement to exemption from withholding tax or to apply a treaty rate under double taxation agreements. Any remuneration payable to the Partner may be reduced by applicable taxes or other public liabilities for which Salesbook is the legal payer.
7. These Terms and Conditions do not constitute an offer to enter into an Agreement. An Agreement is concluded exclusively through an exchange of explicit declarations of intent by both Parties, in at least documentary form, under pain of nullity, whereby the exchange of scanned, signed documents is required for the Agreement to be concluded in this form. Either Party may request immediate delivery of a written confirmation of the terms of the Agreement. Prior registration of a candidate as a Partner in a system provided by Salesbook, if applicable, does not constitute a promise or guarantee of entering into an Agreement but is merely an element of the process for the Parties to exchange information necessary to evaluate the intent to conclude the Agreement.

II. Priniciples of Cooperation 

8. Scope of Cooperation
   • The PRO Partner, in exchange for remuneration specified in the Terms and Conditions, shall provide Salesbook with marketing and sales support services for the Application, including, in particular:
     • a) promoting the Application and acquiring potential clients interested in purchasing it for Salesbook, within the scope agreed with Salesbook;
     • b) organizing and conducting presentations of the Application and Salesbook’s services;
     • c) assisting Salesbook in activities aimed at selling the Application, including receiving and transmitting information and documents;
     • d) supporting clients in placing orders for the Application with Salesbook, conducting presentations, or mitigating client objections, leading to the establishment of cooperation with Salesbook;
     • e) undertaking other actions, consistent with applicable law and the Terms and Conditions, aimed at building a positive image of Salesbook and generating demand for the Application.
   • The Referring Partner, in exchange for remuneration specified in the Terms and Conditions, shall provide Salesbook with marketing and sales support services for the Application, including, in particular:
     • a) promoting the Application and acquiring potential clients interested in purchasing it for Salesbook, within the scope agreed with Salesbook;
     • b) undertaking other actions, consistent with applicable law and the Terms and Conditions, aimed at building a positive image of Salesbook and generating demand for the Application.
   • Apart from participating in the circulation of documents between Salesbook and potential or existing clients, including offers and agreements (factual activities), the Partner is not authorized to make or accept any declarations of intent on behalf of or for Salesbook, particularly those creating obligations for Salesbook, nor to accept payments or other performances on behalf of Salesbook.
9. Partner’s Obligations
   • In providing services, the PRO Partner is specifically obligated to:
     • a) propose the Salesbook Application to potential clients based on the best knowledge, preceded by ethical and professional advice and a presentation of the Application’s capabilities;
     • b) conduct analytical meetings before concluding an agreement with a client, including those aimed at building a proposal for a process that can be reflected in the Salesbook Application;
     • c) use only forms or information regarding the functionalities or terms of use of the Application that are valid at the time of the given client interaction;
     • d) promptly provide Salesbook with information about client orders and other necessary documents required to establish or maintain client relationships;
     • e) promptly provide Salesbook with all information relevant to Salesbook concerning the performance of the client agreement, including upon any request from Salesbook.
   •  When providing services, the Referring Partner is specifically obligated to:
     • a) propose the Salesbook Application to their clients based on the best knowledge;
     • b) use only forms or information regarding the functionalities or terms of use of the Application provided by Salesbook;
     • c) promptly provide Salesbook with information about client orders and other necessary documents required to establish or maintain client relationships;
     • d) promptly provide Salesbook with all information relevant to Salesbook concerning the performance of the client agreement, including upon any request from Salesbook.
   • When presenting information about cooperation with Salesbook to a client or potential client, the Partner must always ensure that:
     • a) the proposal for cooperation with Salesbook is clearly distinguished, transparent, and not misleading;
     • b) the client is explicitly informed that possible agreement regarding the Application will be concluded directly with Salesbook.
   •  To avoid any doubts, the Parties confirm that the Partner, apart from activities explicitly permitted under the Terms and Conditions, is not authorized, in particular, to:
     • a) make changes to the terms of use of the Application or Salesbook’s services, the content of orders or offers, payment deadlines, or the remuneration amounts for Salesbook;
     • b) grant discounts, reductions, or rebates without prior agreement and explicit consent from Salesbook;
     • c) accept client notifications of defects, make declarations of intent to clients regarding the acceptance or rejection of complaints or claims (concerning their validity or amount);
     • d) make or accept statements regarding the performance of the agreement;
     • e) conduct advertising or promotional campaigns (on behalf of Salesbook or a third party) without prior agreement and explicit consent from Salesbook regarding the form and scope of such campaigns;
     • f) offer the Application in a manner inconsistent with Salesbook’s standards.
   • The Partner will be informed about training sessions or meetings organized by Salesbook or entities acting on its behalf, where the Partner’s participation is justified to ensure the proper performance of the Agreement.
   • To fulfill the subject matter of the agreement concluded with Salesbook, the Partner independently manages the time necessary to provide the services specified in the Terms and Conditions, respecting the deadlines agreed upon with clients. The Partner is not required to provide services for a specified number of hours during any period of the Agreement’s term. However, the Partner is obligated to act respectfully and professionally towards Salesbook’s clients or potential clients, ensuring a positive image and perception of Salesbook and the Application.
   • The activities under the Agreement are performed at the Partner’s premises, at the client’s location, or in another location, as appropriate to ensure the proper performance of the obligations.
10. Obligations of Salesbook, Partner Support, Marketing/Informational Materials
    • Salesbook provides the Partner with training and assistance to prepare them for the proper performance of the Agreement, under the terms specified in the Terms and Conditions. Within 30 days of concluding the Agreement, based on an appropriate VAT invoice, the Partner shall pay Salesbook the net amount of PLN 1.00 (one) as a one-time remuneration for the services described in this Section 10 and in Section 11 below.
    • Within the timeframe and scope specified by Salesbook, Salesbook may provide the PRO Partner with:
      • a) training for the Partner in acquiring and servicing clients, in the form and scope determined by Salesbook (including, for example, the participation/presence of a Salesbook representative during meetings with the first potential client)
      • b) informational support for the Partner in acquiring or servicing clients, particularly through email communication, phone calls, or direct participation in client meetings;
      • c) access to documents and necessary informational materials for use by the Partner in performing the agreement (such as presentations, guides, templates, etc.), while simultaneously granting appropriate licenses for their use, with the proviso that the Partner will be obligated to comply with the terms of such licenses and other guidelines regarding the use of Salesbook’s designations or trademarks (e.g., brand book);
      • d) grant the Partner access to the Salesbook application for training and demonstration purposes.
    •  Within the timeframe and scope specified by Salesbook, Salesbook may provide the Referring Partner with:
      • a) informational support in acquiring or servicing clients, particularly through email communication, phone calls, or direct participation in client meetings;
      • b) access to documents and necessary informational materials for use by the Partner in performing the agreement (e.g., presentations, guides, templates, etc.), while simultaneously granting appropriate licenses for their use, with the proviso that the Referring Partner will be obligated to comply with the terms of such licenses and other guidelines regarding by the Parter the use of Salesbook’s designations or trademarks (e.g., brand book);
      • c) grant the Partner access to the Salesbook application for demonstration purposes.
    • Salesbook provides for the possibility of inviting selected Partners to participate in industry conferences and events. Salesbook may decide to cover the ‘s participation costs, including travel, meals, and accommodation.
    • When presenting Salesbook or the Application, the Partner is authorized to use only the materials provided to them by Salesbook. The Partner may present the terms of cooperation with Salesbook in a manner differing from the materials provided by Salesbook (e.g., regarding pricing, scope of services, or deadlines) only after obtaining explicit consent from Salesbook to use such specific information. The consent referred to in the previous sentence must be granted in writing or via email, under pain of nullity.
    • As part of the remuneration described in the Terms and Conditions, the Partner grants Salesbook permission to use information about their cooperation with the Partner for the purpose of marketing Salesbook’s products and services. This includes the use of the Partner’s trademarks or other designations (authorization/license to the extent necessary for the aforementioned purpose, without territorial or time limitations).
    • Subject to Section 10.8 below, Salesbook shall be entitled to undertake informational and marketing activities regarding the cooperation, including but not limited to “case studies,” internet marketing, event marketing, advertising campaigns using mass media, and targeted advertising activities directed at specific clients.
    •  The terms of joint marketing activities between Salesbook and the Partner (e.g., joint advertising campaigns, joint participation in trade fairs), including cost sharing, shall be determined by the Parties through ongoing communication.
11. Devices
    • Salesbook declares its readiness to provide the Partner with devices necessary to demonstrate the functionality of the Application or other Salesbook services to clients, particularly iPads. Such provision shall be based on a separate agreement concluded with the Partner.
    •  If a device necessary to demonstrate the functionality of the Application or other Salesbook services (particularly an iPad) is entrusted to the Partner (on any basis), upon delivery of the device, the Partner assumes the burdens associated with the device and the risk of its accidental loss or damage. In the event of loss or damage to the device, the Partner is obligated, in particular, to reimburse Salesbook for the value of the device (in case of loss) or the difference in the device’s value (in case of damage) based on its current catalog price or documented repair costs.
12. Relationship management with the Partner, rules for assigning clients
    • The Partner is obligated to report each client to whom the Partner has proposed or intends to propose the use of the Application (“Accounts“) and the contact persons within those clients (“Leads“) via email to the address partners@salesbook.com.
    • The ability for the Partner to work on a reported Account (assignment of the Account to the Partner) requires explicit confirmation from Salesbook in the form of an email (under pain of nullity). Salesbook shall make reasonable efforts to provide such confirmation, if possible, within 5 business days of receiving the Partner’s notification.
    • Salesbook may also assign an existing Account to the Partner by unilateral decision, informing the Partner accordingly.
    • A given Account and all Leads within it may be assigned to only one Partner at any given time.
    • Salesbook may refuse to assign an Account to the Partner, particularly if:
      • a) the Account has already been assigned to another entity;
      • b) actions to establish cooperation with the Account have already been undertaken by Salesbook (or on its behalf) or by another Partner;
      • c) the Partner is currently managing 30 Accounts or more;
    •  An Account or Lead may be reassigned from the Partner in the following cases:
      • a) The Partner breaches the Terms and Conditions;
      • b) The Partner is inactive with respect to the assigned Account or Lead (which may be determined, among other things, in accordance with Sections 12.8–12.10 below);
      • c) The client has not concluded an agreement with Salesbook, and at least three months have passed since the Account or Lead was assigned to the Partner (reservation). This period may be extended through individual arrangements between the Parties;
      • d) The Agreement between Salesbook and the Partner ceases to be in effect;; 
      • e) The client requests a change of Partner.
    • The Partner undertakes to use ethical and lawful methods, consistent with good practices, for acquiring Accounts and Leads. Specifically, the Partner agrees to: refrain from contacting Accounts and Leads assigned to other Partners in relation to the Salesbook Application, obtain valid and effective consent on behalf of Salesbook for sending commercial information before transmitting such information, properly fulfill obligations under data protection laws, particularly those concerning the provision of required information.
    • The Partner is obligated to provide ongoing updates to Salesbook regarding activities undertaken with respect to the specific Accounts and Leads assigned to them. The Partner must submit a report to Salesbook at least once a month summarizing such activities, including the dates of conducted discussions or meetings, the subject of the agreements made, and, where possible, the Partner’s planned actions regarding individual Accounts. Salesbook reserves the right to contact the client to verify whether discussions have taken place with the Partner. The Partner is required to provide the exact date, time, and the client’s contact person with whom they are conducting business discussions.
    • Salesbook may at any time request information regarding all or part of the actions taken by the Partner with respect to a selected Account or Lead, as well as the submission of all materials used by the Partner during communication with the Account or Lead, including those presented or provided to the Account, and messages or responses received from them. In such cases, the Partner shall promptly provide all necessary information and materials without undue delay. 
    • The transmission of information, reports, and materials referred to above shall be carried out via email or through another method agreed upon by the Parties. 
    • A lack of consent for the assignment or the reassignment of an Account results in the absence or loss of the right to remuneration referred to in Section 13 below, regardless of the actions taken by the Partner.
13. Partner’s Remuneration
    • Subject to the other provisions of the Agreement, as remuneration for the proper performance of the services specified in the Agreement, the Partner shall receive remuneration (commission) in the following amounts (commissions are not cumulative):
      
      
      • for the Referring Partner:
        
        a) 100% of the net subscription fee actually paid by the client for the first month of the license to use the Application under an agreement concluded by Salesbook with the client introduced to Salesbook by the Referring Partner, provided that (collectively):
        
        – The Referring Partner, in accordance with the Terms and Conditions, has expressed their intention to work on a specific client;
        
        – Salesbook has confirmed, in accordance with the Terms and Conditions, the Referring Partner’s ability to work on the reported client (in particular, the client is not assigned to another partner and has not been the target of activities undertaken by or on behalf of Salesbook to establish cooperation);
        
        – The client has explicitly and demonstrably shown interest in establishing cooperation with Salesbook, as documented by the Referring Partner;
        
        – The Referring Partner has submitted the client’s contact details and other information necessary for initiating business contact and conducting sales discussions to Salesbook via email (under pain of nullity);
        
        b) 100% of the net subscription fee actually paid by the client for the first and second months of the license to use the Application under an agreement concluded by Salesbook with the client introduced by the Referring Partner as per point (a) above, and additionally, the client is charged a license fee for using the Application in advance for a period of twelve (12) months;
      • for the PRO Partner:
        
        c) 100% of the net subscription fee actually paid by the client for the first and second months of the license to use the Application under an agreement concluded by Salesbook with the client introduced to Salesbook by the PRO Partner, provided that the PRO Partner, in addition to introducing the new client to Salesbook (i.e., meeting the conditions specified in point (a) above), also (collectively):
        
        – The PRO Partner, in accordance with the Terms and Conditions, has expressed their intention to work on a specific client;
        
        – Salesbook has confirmed, in accordance with the Terms and Conditions, the PRO Partner’s ability to work on the reported client (in particular, the client is not assigned to another partner and has not been the target of activities undertaken by or on behalf of Salesbook to establish cooperation);
        
        – The client has explicitly and demonstrably shown interest in establishing cooperation with Salesbook, as documented by the PRO Partner;
        
        – The PRO Partner has submitted the client’s contact details and other information necessary for initiating business contact and conducting sales discussions to Salesbook via email (under pain of nullity);
        
        – The PRO Partner has presented the Application and its features to the client (a “demo”);
        
        – The PRO Partner has presented the client with the terms for entering into an agreement, including its conditions, implementation timeline, scope of implementation, and implementation options/costs, which the client has accepted (the PRO Partner’s actions directly led to the client’s decision on whether, how, and under what conditions to conclude a specific agreement with Salesbook);
        
        – The PRO Partner has mitigated any objections or responded to any questions raised by the client;
        
        – The PRO Partner has finalized with the client the definitive form of the process to be reflected in the Application;
        
        d) 100% of the net subscription fee actually paid by the client for the first, second, and third months of the license to use the Application under an agreement concluded by Salesbook with the client, provided the PRO Partner meets the requirements specified in point (c) above and, additionally, the client is charged a license fee for using the Application in advance for a period of twelve (12) months.
    • The commission rules specified in Section 13.1 above do not apply if a discount is granted to the client. In such cases, the Parties shall separately agree on the amount of the commission, explicitly, in writing or via email, under pain of nullity. The Parties assume that the commission will be higher the lower the discount granted to the client acquired with the Partner’s support.
    • The commission is due and calculated based on the net prices actually paid by the client (i.e., amounts reduced by any applicable public-law obligations related to such remuneration, other than the income tax payable by Salesbook in Poland). The Parties may separately agree that the commission will also be calculated on subscription fees for subsequent months of the license to use the Application, particularly if the Partner actively engages with the client. Such arrangements must be made in writing or via email, under pain of nullity
    • If Salesbook concludes an agreement with a client that includes a “prepaid” billing model for a period exceeding twelve (12) months of using the Application or another model not covered by Section 13.1 of the Terms and Conditions, the Parties may separately agree on the amount of the Partner’s commission. Such an agreement must be made explicitly, in writing or via email, under pain of nullity. 
    • For the avoidance of doubt, the remuneration referred to in this Section 13 is not due to the Partner, particularly if the given client has not been assigned to that Partner, or if Salesbook or another Partner has already undertaken actions toward concluding an agreement with the client, of which Salesbook will promptly inform the Partner. 
    • The Partner is obligated to properly document their actions justifying the amount of remuneration due to them and to provide appropriate documentation to Salesbook upon Salesbook’s request. 
    • The commission amount is calculated solely based on fees for the license to use the Application, even if Salesbook is entitled under the agreement with the client to other components of remuneration, such as fees for Application configuration, implementation, provision of devices, training, or additional work. If an agreement with the client covers services other than the license to use the Application, the commission is not due.
    • The Partner acquires the right to remuneration at the moment the client has fully paid all amounts due to Salesbook for the fees owed to Salesbook, subject to the following sentence. Due to potential legal or factual limitations in recovering remuneration from clients, particularly concerning applicable statutory limitation periods for claims, the Partner is not entitled to remuneration for amounts actually paid by the client to Salesbook later than two years after their due date.
    • The Partner is entitled to a commission from agreements of the same type concluded with clients acquired by the Partner, provided that they have demonstrably met the relevant conditions described in Section 13.1 above. Additionally, the Partner must prove, under pain of nullity, that their actions significantly influenced the client’s decision to extend the agreement for another term or to conclude additional agreements. This also applies to the expansion of the scope of services provided by Salesbook (particularly concerning the number of Application modules or users). Any increase in license fees by Salesbook does not affect the amount of the commission.
    • The Partner is entitled to remuneration only for agreements concluded in accordance with Section 13.1 above and only if they are concluded during the term of this Agreement. The Partner retains the right to a commission for such agreements, as determined in accordance with Section 13.7 above, even after the termination of this Agreement.
    • The Partner may be granted additional remuneration through a unilateral decision by Salesbook, confirmed in writing or via email, under pain of nullity.
    • For Partners who are active VAT taxpayers, the remuneration (commission) amounts referred to in this Section 13 are net amounts and will be increased by the applicable VAT upon payment. For Partners who are not active VAT taxpayers, the aforementioned remuneration amounts are gross amounts. For Partners who are natural persons not conducting business activity, the remuneration paid will be reduced by the applicable taxes and other public charges.
    • The commission will be paid to the Partner based on a correctly issued VAT invoice or receipt by the Partner, via bank transfer to the Partner’s bank account, within 21 days of the delivery of the correct VAT invoice or receipt to Salesbook. The date of payment shall be deemed the date on which Salesbook’s bank account is debited. 
    • Unless otherwise explicitly agreed by the Parties in writing or via email under pain of nullity, the remuneration calculated in accordance with Section 13 constitutes the entirety of the Partner’s remuneration for all services performed under the Agreement. The Partner is not entitled to reimbursement of any expenses, including those incurred in reaching clients, related to activities performed under the Agreement, unless the Agreement expressly provides otherwise.
    • A Partner who is an entrepreneur declares that the bank account provided for settlement purposes has been disclosed to the Partner in the electronic register of entities referred to in Article 96b of the Act of March 11, 2004, The Goods and Services Tax Act (hereinafter referred to as the “White List“) and remains current. The Partner is obligated to immediately notify Salesbook of any changes in this regard. Salesbook reserves the right to make all payments, including remuneration due to the Partner, exclusively to the bank account disclosed in the White List as of the date of initiating the payment by Salesbook. If more than one account is disclosed, Salesbook has the right to select the appropriate account for payment unless a specific disclosed account has been simultaneously indicated by the Partner. If, on the date of initiating the payment by Salesbook, no bank account of the Partner is disclosed in the White List, or in the event of any discrepancies between the Partner’s declarations and the information disclosed in the White List, Salesbook is entitled to withhold all payments to the Partner until a correct bank account is disclosed in the White List and Salesbook receives notification of this from the Partner. For the period during which payments are withheld by Salesbook for the reasons stated above, the Partner, to the fullest extent permitted by law, shall not have the right to charge any fees against Salesbook, including statutory interest, penalties, compensation, or other claims.
14. Entrustment of Personal Data
    • Salesbook declares that it is the controller of personal data (as understood under the GDPR) of clients, business partners (including potential ones), their employees and associates, as well as personal data of other persons provided to Salesbook and processed for the purpose of establishing and maintaining cooperation between the parties. 
    •  Salesbook hereby entrusts the Partner with the processing of personal data of the aforementioned categories of entities, within the scope specified below, and instructs the Partner to process such data. The Partner undertakes to process this data in compliance with the currently applicable legal acts, including GDPR, both at the time of entering into the agreement and throughout its duration (hereinafter collectively referred to as the “Legal Acts“), as well as in accordance with the Terms and Conditions.
    • The Partner may process personal data solely for the purposes provided for in the Agreement and to the extent necessary for its performance (i.e., to ensure the proper delivery of their services) and only for the duration of the Agreement.. 
    •  During the term of the Agreement, the Partner shall process personal data continuously, both in paper form and automatically, using IT systems.
    • The Partner is specifically obligated to:
      • a) process personal data only on documented instructions from Salesbook, including the transfer of personal data to a third country or an international organization, unless such an obligation is imposed by the Legal Acts. In such a case, before processing begins, the Partner shall inform Salesbook of this legal obligation unless the Legal Acts prohibit such disclosure due to an important public interest. The Partner shall promptly inform Salesbook if, in their opinion, the instructions given to them violate the Legal Acts;
      • b) ensure that persons authorized to process personal data are committed to confidentiality or are subject to an appropriate statutory obligation of confidentiality, which also applies after the termination of cooperation with the Partner;
      • c) take all measures required by the Legal Acts, in particular—considering the state of the art, implementation costs, nature, scope, context, and purposes of processing, as well as the risk of infringement of the rights or freedoms of natural persons of varying likelihood and severity—implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk. These measures may include, where appropriate:
        
        – pseudonymization and encryption of personal data;
        
        – the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and services;
        
        – the ability to restore the availability of and access to personal data in a timely manner in the event of a physical or technical incident;
        
        – regular testing, assessing, and evaluating the effectiveness of technical and organizational measures to ensure the security of processing;
        
        d) comply with the conditions for using the services of another processor, as referred to in Sections 14.6 and 14.7 below, as well as in the Legal Acts;
        
        e) taking into account the nature of the processing, assist Salesbook, as far as possible, through appropriate technical and organizational measures, in fulfilling its obligation to respond to requests from data subjects regarding the exercise of their rights as defined in the Legal Acts;
        
        f) taking into account the nature of the processing and the information available to them, assist Salesbook in fulfilling its obligations under the Legal Acts to the extent required by law;
        
        g) provide Salesbook with all information necessary to demonstrate the Partner’s compliance with their obligations as a data processor under the Legal Acts, and allow Salesbook or an auditor authorized by Salesbook to conduct audits, including inspections, and contribute to such activities.
    • The Partner may entrust personal data entrusted to them under the Terms and Conditions to third parties solely for the purpose specified in the Terms and Conditions, in accordance with the Terms and Conditions and the Legal Acts, and only after obtaining prior consent from Salesbook in writing or in documentary form, under pain of nullity. 
    • In the event of such entrustment as referred to above, the Partner shall ensure that the third party is bound by the same data protection obligations as set out in these Terms and Conditions through a contractual agreement. If the third party fails to meet these data protection obligations, the Partner shall bear full responsibility to Salesbook for such failure. 
    • If the Partner stores personal data or copies thereof in an IT system or other storage media, upon termination or expiration of the agreement, the Partner agrees, at Salesbook’s discretion, to either promptly return the personal data to Salesbook or permanently and securely delete the entrusted personal data and all existing copies thereof. Such actions must be completed without delay, but no later than within 10 business days of the agreement’s termination or expiration, unless the Legal Acts require the retention of such data. 

III. Final Provisions

15. Duration and Termination of the Agreement
    • he Agreement is concluded for an indefinite period.
    •  The Agreement may be terminated by either Party with a three-month notice period, which also applies to termination of the Agreement for valid reasons.
    •  Either Party may terminate the Agreement without notice due to the failure of the other Party to perform material obligations, either entirely or substantially, including in cases of significant breaches of obligations, provided that the defaulting Party does not cease such conduct within 7 days of receiving a notice from the other Party demanding proper performance of the Agreement, specifying the breaches.
    •  Salesbook may suspend the Partner’s rights under the Agreement, including the right to use the brand, logo, title of Partner, and the ability to undertake other actions based on the Agreement, in cases of reasonable suspicion that the Partner is violating the Agreement or acting to the detriment of Salesbook. In such cases, the Partner is required to immediately suspend the execution of the Agreement. The Partner will be promptly informed of the suspension and its reasons. The Parties will engage in immediate discussions to clarify the circumstances underlying the suspension
    •  A statement of termination of the Agreement, whether with or without notice, must be made in writing or in documentary form under pain of nullity.
    • Termination of the Agreement by either Party in accordance with this Section excludes that Party’s liability for the consequences of the Agreement’s termination.
16. Confidentiality of Information and License
    • The Partner undertakes to keep strictly confidential all technical, technological, organizational, financial, commercial, or other information of economic value relating to Salesbook and its products or services, as well as to entities affiliated with Salesbook, Salesbook’s clients (including potential clients), and all other matters, events, and processes concerning Salesbook, of which the Partner becomes aware in connection with or incidental to the performance of the Agreement, including, in particular, information obtained from Salesbook’s clients (including potential clients). If requested by a Salesbook client (including a potential client), the Partner shall sign an appropriate confidentiality agreement directly with the client on their behalf.
    •  The Partner undertakes to protect all information specified in Section 16.1 above from disclosure to unauthorized persons and further commits not to use such information for any purpose unrelated directly to the performance of the Agreement. The Partner also agrees not to make copies or photocopies of such information beyond what is strictly necessary for the execution of the Agreement. The Partner is not authorized to use information relating to or belonging to one client or potential client for the purpose of acting toward or on behalf of another client or potential client.
    •  The Partner acknowledges that it is standard practice for Salesbook to enter into confidentiality agreements with clients. If circumstances arise that reasonably suggest that a particular use of the information referred to in Section 16.1 by the Partner may breach a confidentiality obligation binding Salesbook under a separate legal relationship with a third party, the Partner is obligated to refrain from such actions. Circumstances justifying such a presumption may include, in particular, the competitive nature of the business activities of a potential client and those of a client to whom the information intended for use by the Partner pertains. Undertaking such actions by the Partner requires prior consent from Salesbook, expressed in writing or documentary form, under pain of nullity.
    •  The obligation of confidentiality is defined by the confidential status of the respective information. Unauthorized disclosure of information does not strip it of its confidential nature.
    •  If, under the Agreement, Salesbook provides technical, technological, organizational, financial, or commercial information (including client/contractor database information) or other information of economic value and allows its use by the Partner, this is granted under a license (know-how license) solely for the purposes of performing the Agreement by the Partner and exclusively in cooperation with Salesbook (and for the duration of such cooperation). This also applies to information obtained by the Partner during the term of the Agreement while performing or incidental to performing contractual obligations.
    •  The Partner is obligated not to use designations related to Salesbook (or its affiliated companies), similar designations, or materials related to Salesbook (or its affiliated companies) in any materials, including advertising or informational materials, without prior consent from Salesbook. This restriction does not apply to the use of materials provided to the Partner by Salesbook during the term of the Agreement, provided they are used in accordance with their intended purpose.
    •  Upon termination of the Agreement, or at Salesbook’s request, the Partner is obligated to return all unused materials to Salesbook within 7 days from the date of termination of the Agreement or receipt of the relevant request. The Partner must also return or, at Salesbook’s discretion, destroy all copies of confidential information referred to in this Section 16.
    • The obligations specified in this Section 16 remain in force throughout the duration of the Agreement and for 10 years after its termination. This does not exclude the Partner’s obligation to maintain the confidentiality of personal data entrusted for processing or Salesbook’s trade secrets beyond this period, as long as the Partner continues to possess such data or information).
    •  In the event of a breach by the Partner of any obligation specified in this Section, the Partner may be required to pay a contractual penalty to Salesbook in accordance with separate arrangements between the Parties, including those within the Agreement. The agreed penalty shall be paid for each instance of the breach, upon the first demand from Salesbook, within 21 days. This does not exclude the right to claim compensation exceeding the amount of the contractual penalty.
    •  The Partner acknowledges that the information and materials accessed in connection with the Agreement, including those obtained on behalf of Salesbook, are legally protected not only under the confidentiality obligations specified in this Section but also under applicable laws. Consequently, their use or disclosure may result in criminal or civil liability. In particular, information with economic value to Salesbook or its clients, such as client databases, potential clients, or contractors, is protected as personal data or trade secrets of Salesbook. Therefore, the Partner is aware that in cases of qualified breaches of their obligations related to the protection of confidential information, including personal data of clients, or the prohibition against using such information for purposes other than the performance of this Agreement, they may incur civil or criminal liability, particularly under: :
      • 
        a) Article 266 § 1 of the Penal Code for unauthorized disclosure or use of confidential information (especially contrary to this Agreement), resulting in criminal liability; 
      • b) Article 107 of the Personal Data Protection Act for unlawful processing of personal data, resulting in criminal liability; 
      • c) Articles 79 and 115–118 of the Copyright and Related Rights Act, particularly for unauthorized recording and distribution of materials owned by Salesbook that are protected by copyright, resulting in liability for damages or criminal liability;
      • d) Article 11 of the Act on Combating Unfair Competition for unauthorized disclosure, use, or acquisition of Salesbook’s confidential information.
17. Other Provisions
    • Salesbook is the controller of the personal data provided to it in connection with the conclusion and performance of the Agreement, such as contact persons or employees/associates of the Partner. Detailed information on the principles of personal data processing by Salesbook is available at https://www.salesbook.com/privacy-policy. 
    •  The Partner declares that both they and the individuals whose data they have provided have reviewed the principles of personal data processing by Salesbook. The Partner further undertakes to ensure that individuals whose data will be provided during the performance of the Agreement are informed of these principles in a timely manner.
    • In any case where the Partner uses third parties, they are obligated to impose on those parties analogous obligations arising for the Partner under the Agreement, to the extent justified by the scope of the tasks entrusted to them. The Partner is fully liable for any actions or omissions of these parties (including subcontractors) as if they were their own actions or omissions. Salesbook reserves the right to object to the Partner’s use of subcontractors whose involvement could violate Salesbook’s legitimate interests, and the Partner shall comply with such objections.
    •  Salesbook reserves the right to amend these Terms and Conditions at any time. Changes will take effect 30 (thirty) days after the date the notification of the amendment is sent to the Partner’s email address. During this period, the Partner has the right to submit a statement of termination of the Agreement, in which case the Agreement in its current wording will terminate at the end of the notice period. Amendments to the Terms and Conditions may occur, in particular, in the event of one of the following reasons:
      • 
        a) a change in legal regulations governing the services covered by the Agreement, including those affecting the mutual rights and obligations set out in the Agreement, or a change in the interpretation of such legal regulations as a result of court rulings, decisions, recommendations, or guidance from competent authorities or regulatory bodies; 
      • b) a change in the scope or terms of Salesbook’s offerings for clients, including the method or price of service delivery, particularly due to the introduction of new functionalities, modifications, or the withdrawal of existing functionalities of the Application or services;
      • c) technical or technological reasons, including the development of the Application.
    • Salesbook’s liability towards the Partner in connection with the conclusion, performance, or termination of this Agreement is limited in all cases solely to direct actual damages (excluding lost profits and indirect damages) caused by willful misconduct on the part of Salesbook.
    •  The Partner may not transfer any claims related to this Agreement to a third party without the consent of Salesbook. Such consent must be granted in writing under pain of nullity.
    •  The Partner may not offset any of their claims against claims of Salesbook related to this Agreement.
    •  Any disputes arising from the Agreement shall be resolved by a court having jurisdiction over the registered office of Salesbook.
    •  In matters not regulated by these Terms and Conditions, the provisions of Polish law shall apply.
    • If the Agreement has been concluded in two or more language versions, or if the Agreement or the Terms and Conditions have been translated into any language other than Polish, the Polish language version shall be deemed authoritative (including with respect to the interpretation of specific terms used in the Agreement or the Terms and Conditions).
    • The Agreement, together with the Terms and Conditions, constitutes the entire agreement between the Parties. In particular, no contractual templates or regulations used by the Partner form part of the Agreement (the Parties expressly exclude their application). Arrangements between the Parties supersede the relevant provisions of the Terms and Conditions only if the circumstances clearly and unequivocally reflect the Parties’ intention to modify the provisions of the Terms and Conditions.
    • Any arrangements made orally (including by phone) between the Parties must be confirmed in writing or in documentary form (e.g., via email or fax) within 24 hours of their conclusion to be valid.