Terms and conditions for the provision of Salesbook services

Definitions

These Regulations define the conditions for concluding the Agreement and the rules for using the Services provided by the Service Provider. Whenever the following capitalized phrases are used in the following part of the Regulations, they should be understood in the meaning given below, unless the context of their use clearly indicates otherwise.

CHAPTER I – RULES FOR THE PROVISION OF SERVICES

1. General terms of service
   1. Before concluding the Agreement, the Service Provider provides the Client with these Regulations free of charge – at his request – also in a way that enables the acquisition, reproduction and recording of the content of the Regulations using the ICT system used by the Client. The current version of the Regulations is constantly available at salesbook.com.
   2. The Regulations define the terms and conditions for the provision of Services to the Client by the Service Provider, as well as the rights and obligations of the Client and the Service Provider. Using the Application means accepting the Regulations. If the Client has not read the Regulations and has not accepted them, he cannot use the Application.
   3. The Service Provider provides the Application for a fee. The price for the Service depends on the scope of Services provided to the Client, including the number of Users using the Application, the scope of Modules, Additional Works and other Services provided by the Service Provider.
   4. By accepting these Regulations, the Client agrees to financial obligations resulting from the Client’s use of the Service described in the Regulations and the Price List.
   5. The Client may use the Configuration provided that the Client pays the Configuration Fee.
   6. The Service Provider decides on the functionality of the Application and the scope of Services, taking into account the need to develop the Application and adapt the Application and Services to market requirements. The Service Provider reserves the right to transfer all rights to the Application or rights and obligations under the Agreement to a third party without prejudice to the rights of the Client under the Agreement.
   7. It is forbidden to use the Application in a manner inconsistent with the provisions of these Regulations, applicable law, decency or principles of social coexistence. The Client is prohibited from providing unlawful content. In particular, the Client may not post materials that may infringe the rights or personal rights of third parties or constitute materials that may be used for illegal purposes.
   8. The Client is prohibited from interfering with the integrity of the content and form of the Application.
2. Technical requirements
   1. In order to use the functionality of the Application on the Client’s side, the minimum technical conditions must be met, which are available on the Service Provider’s website.
   2. The Service Provider indicates that the use of the Internet and services provided electronically may result in malware entering the ICT system and the Client’s or User’s device, which may result in unauthorized access to the processed data by third parties, as well as in the loss of their availability or confidentiality. In order to minimize the threats, the User or the Client, regardless of the security measures used by the Service Provider, should introduce appropriate technical and organizational security measures, e.g. using up-to-date antivirus programs or programs protecting the identification of the User or Client on the Internet, and avoid visiting potentially dangerous websites. In order to obtain detailed and professional information on maintaining security on the Internet, the Service Provider recommends obtaining them from entities specializing in this type of IT services.
3. Range of services
   1. On the basis of the Agreement, the Service Provider enables the Client to use the Application on the end device (the Service Provider does not provide the device itself)
   2. Within the Application, the Client may order, in particular, access to the following Modules:
      1. Presentation and Monitoring Module – used for conducting sales conversations, available through the mobile Application (for iPad devices) and the web browser;
      2. Quoting and Contract Signing Module – used for generating and sending commercial offers as well as concluding contracts; the Module also includes product configurators (including calculators) available via the mobile Application (for iPad devices) and, from January 1, 2024, through a web browser;
      3. CRM and Analytics Module – used for managing Client relationships and analysis, available via a web browser and (in a limited version) also via the mobile Application (for iPad devices);
      4. Dedicated Module – developed according to the Client’s needs and executed as part of Additional Works. The Service Provider may offer the Client the expansion of the Application with other Modules, tools, and functionalities corresponding to the specifics of the Client’s business activities.
   3. Adding or changing the functionality of the Application does not constitute a change to the Agreement.
   4. Additionally, the scope of Services includes:
      1. configuration of the Application by placing Client Data in the Application system (remote system configuration by the Service Provider’s consultant);
      2. access to updates and new versions of the Application;
      3. hosting the Application in the Microsoft Azure cloud or other with appropriate parameters, as decided by the Service Provider;
      4. Salesbook Enterprise Cloud Service – hosting the Application on dedicated infrastructure within Microsoft Azure cloud or other with appropriate parameters, as decided by the Service Provider;
      5. online training in using the Application;
      6. Technical Support. The need for Technical Support may be reported by the Coordinator by phone via the hotline or electronically (in the ticket system designated for this purpose or by e-mail); the available hotline number and e-mail address for requests for Technical Support are each time specified on the Service Provider’s website in the appropriate tab and may vary depending on the region of the Service provision. Technical Support requests made in any other way may not be considered. The Client is obliged to immediately confirm the telephone notification also via the appropriate form or e-mail. Each report may concern only one issue. Salesbook makes due diligence to resolve requests as soon as possible, but without guaranteeing specific response times and problem resolution times that the Client is entitled to in the event of purchasing an additional service care service;
      7. Additional Works;
      8. a subscription package for development hours (also known as Salesbook Enterprise x, where “x” represents the number of monthly man-hours that can be allocated to the execution of Additional Works) – under which the Client, for an agreed period, receives a monthly pool of man-hours for the Service Provider to carry out Additional Works. Unless the Parties agree otherwise (at least in document form under pain of nullity), the minimum duration of the Service is 12 months, provided that if the Parties terminate the cooperation regarding the provision of the Application, the Service will also end. The terms of Salesbook Enterprise x are governed by Section 5.2 of the Regulations. The Service Provider will begin executing Additional Works under Salesbook Enterprise x within 10 Working Days from the date the Client’s Coordinator submits an order for their execution. Unused man-hours during the Service period may be carried over for use until the end of the quarter (understood as three consecutive months), provided that the maximum number of man-hours that can be used in one month under Salesbook Enterprise x cannot exceed 150% of the monthly man-hour allocation agreed upon by the Parties for executing Additional Works. The Client is not entitled to a refund of Remuneration for unused man-hours;
      9. VIP Implementation Service (also known as Salesbook Enterprise VIP-O x, where “x” represents the number of monthly hours of support from a business consultant during the Service period specified in man-hours) – under which the Client receives support from a dedicated business consultant assigned to the Client by the Service Provider for a certain number of man-hours each month. Unused man-hours in a given month, as mentioned in the previous sentence, do not roll over to the next month, and the Client is not entitled to a refund for unused man-hours. The Service is initiated upon the Client’s express request. The scope of the Service and its price are specified in the Price List. The Service is paid for in advance in monthly Billing periods. The Service cannot be ordered separately from the Configuration and remains valid for the duration of the Configuration. If at the end of the Configuration, the Client has not used their allocated man-hours for that month, they have the right to use them within one month from the start of subscription fees being charged. The Client may terminate the Service at any time, effective at the end of the Billing period applicable to the Service;
      10. suspension of the Application. During the suspension of the Application, the Client’s Data is stored in the Instance, but the Client cannot use the Application. The price of the Service is specified in the Price List. The Client may suspend the Application once a year for a maximum of 6 months. After this period, the Service Provider will provide the Client with Services under the terms that were in place before the suspension. The Client may cancel the suspension at any time, but they are not entitled to a refund of the Remuneration for the unused suspension period;
      11. other services related to the use of the Application provided by the Service Provider.
   5. The Service Provider specifies which Services are subject to a separate fee. Information on payment for individual Services will be provided to the Client at the stage of ordering a given Service.
   6. The Client may be offered the option to purchase a separate Service for extended Technical Support.
   7. A Client with over 100,000 threads in Salesbook is obliged to switch to a dedicated infrastructure on the following terms:
      1. transfer of the Client to the Client’s own infrastructure or indicated by him. The infrastructure must meet the technical requirements of the Service Provider, and the Client must provide service access to the server for the Service Provider;
      2. transfer of the Client to a dedicated infrastructure provided by a third party cooperating with the Service Provider. In this case, additional infrastructure fees apply according to the price list of the cloud provider, e.g. Microsoft Azure;
      3. the fee for transferring the Client to a dedicated infrastructure and the cloud resources used will be calculated individually each time, depending on the infrastructure variant selected by the Client. The fee may be updated each time in the event of changes in the cloud provider’s price list.
   8. The Service Provider will inform the Client about the fact of being subject to the rules described in point 3.7. above. After receiving the above information, the Client undertakes to immediately take action together with the Service Provider in order to switch to the dedicated infrastructure on the terms described in point 3.7 above. If, after 30 days from the date of notifying the Client, the process of switching to a dedicated infrastructure is not completed due to circumstances beyond the control of the Service Provider, the Service Provider is released from liability for the operation of the infrastructure and is entitled to terminate the contract with immediate effect.
4. Conclusion of the agreement
   1. Only Instance Customers may use the Services. In order to set up an Instance, the Customer places an order with the Service Provider by e-mail, telephone or other means approved by the Service Provider.
   2. When placing an order, the Customer provides the data necessary for the Service Provider to set up the Instance and provide the Service.
   3. Conclusion of the Agreement between the Parties may take place in different ways, depending on the current communication of the Parties. The Service Provider allows the possibility of concluding the Agreement in the following way:
      1. in written or electronic form (with qualified electronic signatures) by signing copies of the Agreement by the Parties;
      2. via a platform for concluding contracts approved by the Service Provider;
      3. through the Service Provider’s own tools;
      4. through the so-called offerer, which enables the Client to accept the terms of the Agreement by selecting the appropriate functionality within the provided platform (e.g. button, checkbox);
      5. via e-mail communication. Conclusion of the Agreement between the Parties may take place in different ways, depending on the current communication of the Parties. The Service Provider allows the possibility of concluding the Agreement in the following way: In order to conclude the Agreement, it is sufficient for the Client to accept the terms of cooperation (e.g. in one of the forms described in points a – e above) and the Service Provider to commence the performance of the Agreement (e.g. by sending a VAT invoice to the Client). The service provider may, but does not have to, send an order confirmation.
   4. In each case, the Service Provider may request the Client to confirm the conclusion of the Agreement in writing, and the Client is then obliged to provide it immediately.
   5. The order template, which the Parties may, but do not have to, use when concluding the Agreement is set out in Appendix 1 to the Regulations. The Client hereby authorizes the Coordinator to place orders for Salesbook services (concluding contracts with Salesbook) on his behalf.
   6. In the case of concluding the Agreement via e-mail communication, the following rules apply:
      1. The Service Provider will send the Price List to the Client’s e-mail address. The Client will inform the Service Provider by return message (for this purpose, he may use the order template from Appendix 1 to the Regulations) that:
         1. has received and read the Regulations and its attachments and accepts its content; in addition, it will inform the Service Provider about:
         2. the number of Users who will use the Application;
         3. the option of paying the subscription fee for the license, including the Subscription Period and Billing Period;
         4. data of the person who will act as the Client Coordinator;
         5. e-mail address to which VAT invoices are to be sent;
         6. the Client’s registration data, including the KRS number, NIP, full name, and in the case of a natural person conducting business activity – the full name of the company under which the business is conducted;
         7. Client’s address;
         8. name and surname of the person ordering on behalf of the Client;
         9. e-mail address of the person ordering on behalf of the client;
         10. territorial scope and license type.
      2. The conclusion of the Agreement between the Service Provider and the Client takes place at the moment of sending the confirmation of acceptance of the order by the Service Provider or at the moment of commencing the performance of the Agreement (e.g. by sending a VAT invoice to the Client). Until then, the Client is bound by the submitted offer, and the Service Provider has the right to refuse to accept the order.
   7. Acceptance of the Regulations by the Client is tantamount to making a statement that:
      1. has read the Regulations and accepts all its provisions without reservations;
      2. the data provided when placing the order are true, and the statements made in the Regulations are true;
      3. the person who accepted the Regulations on behalf of the Client was duly authorized to represent the Client;
      4. the Agreement does not consist of any contractual templates or regulations applied by the Client.
   8. As part of the Instance, the Client will have an Account enabling the use of the Application. The number of Accounts will depend on the number of Users for whom the Service will be purchased. The login and password to the account will be provided to the Client by the Service Provider.
   9. User is obliged not to disclose access data to the Account to third parties. User through the Client is obliged to inform Service Provider of any unauthorized access or use of his Account.
   10. The Service Provider is not responsible for the management or administration of the Account, manager panel or administration panel by the User, Client or other persons, respectively, who will gain access to the Account using the User’s or Client’s access data, unless such third parties obtain access data through the intentional fault of the Service Provider.
   11. The user can change his password at any time. This activity is performed via the Account.
   12. The functionalities and content of the Application may be expanded by the Service Provider at the request of the Client or at the initiative of the Service Provider. In any case, the use of available functionalities and content is at the sole discretion of the Client, in particular, he is obliged to verify the admissibility of taking certain actions by him and fulfill all related legal obligations (including adjusting the content of consents and information obligations contained in the Application).
   13. Due to the different business models of the Clients, the Service Provider does not verify the correctness or legality of taking certain actions by the Client using the Application, including if the Service Provider has provided a specific solution to help the Client meet legal obligations (g., model documentation, model consents).
5. Duration and termination of the agreement
   1. The Agreement may be concluded for a Subscription Period of 30 days, 12 months, 24 months or 36 months, or for another period that the Parties have expressly agreed (at least in a documentary form under pain of nullity).
   2. The contract concluded for the selected Subscription Period is automatically extended for the next Subscription Period corresponding to the completed one, unless within 30 days before the end of the Agreement, the Client Coordinator informs the Service Provider via e-mail sent to help@salesbook.com about the desire to stop using the Services (termination) or change the Subscription Period. The principle set out in the preceding sentence applies in the event of the expiry of subsequent, extended periods of the Agreement.
   3. If the Client has not chosen a 12-, 24-, or 36-month Subscription Period, or the Parties have not agreed otherwise (at least in a documented form under pain of nullity), the Agreement is concluded for a 30-day Subscription Period. On the day of the end of the Subscription Period, the Agreement is automatically extended for another period corresponding to the ended Subscription Period. The principle set out in the preceding sentence applies in the event of the expiry of subsequent, extended periods of the Agreement.
   4. The Client who has concluded the Agreement for a 30-day Subscription Period may terminate the Agreement at any time with effect at the end of the Subscription Period by sending an e-mail to help@salesbook.com informing about the desire to stop using the Services (termination).
   5. Either Party may terminate the Agreement with immediate effect: (a) if the other Party grossly breaches the provisions of the Agreement and an additional period of not less than 14 (fourteen) Working Days expires ineffectively from the date of delivery of a written or e-mail request to the Party to cease/ removal of the identified infringement; (b) if the other Party is in repeated breach of any provision of the Agreement.
   6. The Service Provider may terminate the Agreement with immediate effect if the Client has not paid all or part of the Remuneration despite at least a 30-day delay in payment and an additional period of not less than 7 (seven) Working Days from the date of delivery to the Client of a written or e-mail payment requests.
   7. In the event of termination of the Agreement by the Service Provider with immediate effect, when the Client has paid the Remuneration for the Subscription Period in advance and this period extends beyond the date of termination of the Agreement, the funds paid by the Client for the use of the Service are not refundable.
   8. A declaration of termination of the Agreement or its termination without notice requires a written or document form under pain of nullity, with the proviso that termination of the Agreement by the Client via e-mail should be sent to the address help@salesbook.com under pain of
6. Remuneration
   1. The Remuneration for a given Subscription Period is calculated and payable in advance for subsequent Billing Periods, and its amount depends on the scope of Services provided to the Client, including the number of Users using the Application, the scope of Modules and other Services provided by the Service Provider.
   2. The Client may order the extension of the Application with subsequent Users by direct contact with the Service Provider, e.g. in the form of an e-mail, or make such an extension himself within the system. The Client hereby authorizes the Coordinator to make the above-mentioned actions on his behalf.
   3. The use of the Application will be extended by an additional number of Users immediately, and the increased Remuneration will apply from the current Subscription Period. The fee for new Users will be charged in advance in the amount corresponding to the period remaining until the end of the Billing Period.
   4. The effect of reducing the number of Users during the Subscription Period depends on the model of Service provision agreed upon by the Parties:
      1. Model with a minimum number of Users – The Client is required to maintain the number of Users specified in the Agreement in the Instance for the entire Subscription Period. If additional (beyond the minimum number) Users are ordered during the Subscription Period, the Client may cancel these additional Users at any time, effective from the next Billing Period;
      2. Model with a dynamic number of Users – The Client may cancel any number of Users at any time, effective from the next Billing Period, with the proviso that the Client must maintain at least one User in the Instance throughout the Subscription Period.
   5. The Client will pay the Configuration Fee in advance if the Service Provider is requested to perform the Configuration.
   6. Subscription fees are charged after the Configuration is completed or after 30 days from the conclusion of the Agreement (in which case the Remuneration is calculated based on the parameters of the Service and the number of Accounts as specified in the received order). The earlier of the two dates will be decisive. The Parties may agree on a different date for the commencement of Subscription Fees. The Subscription Period begins when Subscription Fees start being charged.
   7. The fee for the first Subscription Period will be charged each time in an amount not less than that resulting from the parameters of the Service and the number of Accounts in accordance with the content of the received order.
   8. If the individual components of the remuneration have not been specified in the Price List, the Parties shall separately determine the remuneration for individual activities.
   9. A VAT invoice is issued for the provision of Services to the Client. The Client agrees to issue a VAT invoice for the performance of the Agreement in electronic form, in PDF format and to deliver it to the e-mail address indicated when placing the order.
   10. Payments for the Remuneration may be made by the Client by bank transfer or using another payment system accepted by the Service Provider, e.g. card payment. In particular, the Service Provider may provide the so-called single click / one click payment. In this case, the said payment may be based in particular on data collected from the Client during card authorization during previous transactions. The use of payment systems accepted by the Service Provider may require the Client to conclude separate agreements with payment intermediaries.
   11. The Client will gain access to the Application after paying the Remuneration. The payment date is the date of crediting the funds to the Service Provider’s bank account.
   12. The amounts of the Service Provider’s remuneration are increased by value added tax (VAT).
   13. If the Client is obliged to reduce the payment to the Service Provider due in accordance with the Agreement, e.g. due to tax liabilities resulting from the location of the Client’s registered office outside the territory of the Republic of Poland, the payment to the Service Provider will be appropriately increased so that the amount actually received by the Service Provider corresponds to the amount due under with the Price List or as agreed by the Parties.
   14. The amount of the rates specified in the Price List or agreed separately by the Parties may be increased by the Service Provider on a quarterly basis by the amount of the increase in the prices of consumer goods and services in the quarter preceding the update of remuneration, in accordance with the data published by the Central Statistical Office of the Republic of Poland. The above rule applies to both Clients based in Poland and those based in another country. The Service Provider will unilaterally adjust the above provision in the event of replacing the above indicators with their equivalents in the future or changing the competent authorities for their calculation.
   15. The updated rates apply to the Client at the beginning of the next Subscription Period. The Service Provider exercises the above right by including the updated rates in the VAT invoice.
7. Configuration
   1. The Service Provider will perform the Configuration during the Configuration Period. The Service Provider will inform the Client by e-mail about the Client Data necessary to perform the Configuration after paying the Configuration Fee. The Client will promptly provide the Client Data needed to perform the Configuration.
   2. The Client is obliged to:
      1. accepting the results of the work no later than within 2 (two) Working Days from the date of their submission by the Service Provider (by handing over the work, the Parties also understand placing them on a medium to which the Client has access as part of the Application or otherwise making them available in such a way that The Client can get acquainted with the results of the work), or
      2. requests in writing or in the e-mail version under pain of nullity within the above-mentioned deadline for introducing corrections. If the Client does not request corrections within this period, it is considered that the works have been Accepted without reservations.
   3. If the Acceptance of works takes place by drawing up a written, electronic or in the document form of the Acceptance protocol, the submission of corrections takes place on such a protocol under pain of nullity. The template of the protocol is attached as Appendix 3 to the Regulations. Signing of the Acceptance protocol by the Parties is not a condition for the Acceptance.
   4. If further corrections are submitted, the Acceptance procedure described above applies. The Client has the right to submit corrections a maximum of two times, after which the Service Provider performs a unilateral Acceptance, and further actions and changes are made as part of Additional Works.
   5. The parties allow for the possibility of conditional Acceptance. Conditional Acceptance may only take place in the form of a document using the template protocol attached to the Regulations under pain of nullity. Conditional Acceptance must specify the conditions for the execution of a given stage, provided that each Party may object to the conditions indicated by the other Party if they extend the completion of the work by more than 30 (thirty) days. The Acceptance procedure described above applies to the completion of a given stage.
   6. If the Client decides to change the method of execution of a given Module or refuses its Acceptance for the second time or raises comments on a stage or Module for which Acceptance has already occurred, the Service Provider will present the Client with a financial offer for performing Additional Works. Once the offer is accepted by the Client and the Additional Works are performed by the Service Provider, the Acceptance procedure described above is repeated.
   7. The acceptance by the Client is tantamount to a declaration that he has become acquainted with the specific functionalities and that they meet his expectations.
   8. The Client hereby authorizes the Coordinator to accept the results of the work and perform the Acceptance on its behalf.
8. Additional works
   1. The Client may commission the execution of Additional Works. Additional Work may be, in particular, ordering an Application that includes a set of Modules agreed with or dedicated to the Client, adding functionality to already existing Modules or placing specific content within the Application (e.g. a contract template sent by the Client or a price list). The modules included in the scope of the Application dedicated to the Client are determined by the Parties in the specification.
   2. The Client hereby authorizes the Coordinator to place orders for Additional Works on its behalf.
   3. In the case of an order to perform Additional Works, the Parties will agree:
      1. scope of work / specification,
      2. work schedule (if not set – the Service Provider works in accordance with the deadlines set independently) and
      3. if the Additional Work has not been included in the Price List – separate remuneration. If the remuneration is not determined and does not result from the Price List, and the Parties have not directly agreed on the lack of additional payment for the work – the Service Provider is entitled to remuneration corresponding to the work performed.
   4. An order for Additional Works may be made in any form (also by telephone) and is binding for the Client from the moment of sending the order to the Service Provider. The contract for the performance of Additional Works is concluded at the moment of express confirmation of the conditions for the performance of work by the Service Provider or at the moment of commencement of work by the Service Provider (e.g. by sending a VAT invoice to the Client). The earlier date is decisive. Until then, the Service Provider is not bound by the presented offer.
   5. The template of the order for Additional Work, which the Client may, but does not have to use, is attached as Appendix 2 to the Regulations. In the case of ordering Additional Works, the scope of work, specification, schedule and additional remuneration may be specified in the order already at the stage of concluding the Agreement.
   6. The Service Provider may refuse to accept an order for Additional Work. The dates indicated in the schedule may be postponed by at least the number of days of events for which the Service Provider is not responsible and which prevent or hinder the timely performance of activities without the need to change the schedule.
   7. The parties may specify in the schedule an indicative date for launching the Services. If the date of launching the Services is delayed for reasons not attributable to the Service Provider, this shall not affect the date of commencement of payment of subscription fees in accordance with the Regulations.
   8. In order for the Service Provider to meet the deadline set in the schedule, it is sufficient to provide the Client with the results of the work performed on the last day of the deadline (by transferring the work, the Parties also understand placing them on a medium to which the Client has access as part of the Application or otherwise making them available in such a way that the Client can see the results).
   9. The rules set out in point 7.2 – 7.8 apply to the collection of Additional Works.
   10. Remuneration for Additional Work is payable in advance unless the Parties expressly agree otherwise. Due to the nature of the commissioned Additional Works (e.g. current, urgent needs of the Client), the Service Provider may decide to settle after commencement of the works or their completion. The remuneration is paid by the Client within 7 days of receipt of the invoice. The parties may agree in documentary form (under pain of nullity) dedicated settlement rules, e.g. payment in parts. In the remaining scope, the settlement rules described in the Regulations apply. In the event of a delay in payment, the Service Provider may suspend the performance of the Agreement (without consequences) until the remuneration is paid, and the work schedule in this case is appropriately postponed.
   11. In the case of ordering Additional Works as part of the first order, subscription fees are calculated in accordance with point 6.6 of the Regulations. Commissioning Additional Works during the term of the Agreement does not affect the obligation to pay subscription fees, and if the execution of Additional Works involves an increase in these fees – they are charged in the updated amount after the completion of Additional Works or after 30 days from the date of ordering them (in this case the remuneration is calculated assuming the parameters of the Service and the number of Accounts in accordance with the content of the received order). The earlier date is decisive. The parties may agree on a different start date for charging the updated Subscription Fees.
   12. Reports regarding problems with the functioning of the Application in terms of a set of Modules created/dedicated to the Client may be reported by the Client as part of Technical Support without guarantee of specific response times and problem resolution times. Salesbook exercises due diligence to resolve applications as soon as possible. If the Client purchases a service consisting in extended technical support (Premium / VIP Service Care), reports regarding problems with the functioning of the Application are carried out in accordance with the guarantees described in Appendix No. 4 to the Regulations.

CHAPTER II – OWNERSHIP INTELLECTUAL

9. Client details
   1. Client retains ownership of Client Data. The Service Provider processes them only to the extent necessary to provide the Services, in a manner consistent with the Client’s instructions and the Regulations. The Service Provider is not entitled to process Client Data for purposes other than those resulting from the Regulations.
   2. At the end of the Agreement, the Service Provider is authorized to delete the Client Data and any data from the Application system, also resulting from the performance of the Services, including Users’ data, and to delete the Account, subject to the provisions below.
   3. The Client accepts that the Services are provided by the Service Provider using Microsoft Azure cloud services (or other cloud agreed by the Parties).
   4. Provisions regarding the principles of operation of Microsoft services, including data processing (including personal data, Client Data), are set out in the currently applicable provisions for Microsoft Azure services, available at, https://www.microsoft.com/licensing/ docs and which can be changed by Microsoft. Other Microsoft online terms and conditions are available at the following addresses:
      1. Online Services Terms (“Microsoft Online Services Terms”) – updated monthly, available at: https://www.microsoft.com/pl-pl/licensing/product-licensing/products.
      2. Service Level Agreements for Microsoft Online Services (SLA) – updated monthly, available at: https://www.microsoft.com/pl-pl/licensing/product-licensing/products.
      3. Microsoft Trademark Guidelines – https://www.microsoft.com/en-us/legal/intellectualproperty/trademarks
   5. With regard to the Application, the Service Provider undertakes to enable the Client to copy Client Data at his request within 30 days from the date of expiry of the Agreement or termination of the Client’s use of the Services, subject to the exceptions indicated in the entrustment agreement, but no later than in which, in accordance with the provisions of the documentation of the cloud service provider (Microsoft Azure or other cloud selected by the Parties), the Client’s data will be deleted by the cloud provider. The Client accepts that the Services are Provided by the Service Provider using cloud services of an external provider. Permanent removal of Client Data from the cloud will take place in accordance with the documentation of the given provider.
10. Client intellectual property
    1. The Client guarantees that the Client Data does not infringe the law, the rights of third parties protected by law, or the intellectual property rights of third parties.
    2. In order to perform the Configuration and provide the Services correctly, the Client grants the Service Provider, for the duration of the Agreement, a free, territorially unlimited license with the right of sub-license to the Client’s Data (in particular copyrights, trademarks and industrial designs), in the following fields of use:
       1. reproduction by recording Client Data on any data carriers;
       2. entering into computer memory, databases, multimedia networks or any computer networks (in particular the Internet);
       3. through the User or persons authorized by the Client, performing, displaying, displaying, reproducing, broadcasting and re-broadcasting, as well as making Client Data publicly available in such a way that persons selected by the Client or User can access them at a place and time of their choice;
       4. the right to make changes to the Client Data, in particular the right to digitally process, adapt and modify the content of the Client Data (processing) and the right to allow such changes to be made by the Service Provider’s subcontractors;
       5. change the method of recording Client Data and presenting it in any way deemed appropriate by the Service Provider.
    3. The Client each time represents and warrants that:
       1. has exclusive, unrestricted proprietary copyrights and related rights to the Client’s Data, to the extent entitling it to grant a license and guarantees that during the term of the Agreement it will not lose or limit its rights, nor will it encumber them in any way or has licenses and consent to the use of these intellectual property rights for the duration of the Services and for their proper provision from the entity authorized to grant such licenses;
       2. The Client’s data may be made available to the public by the User or persons authorized by the Client without infringing the proprietary and personal copyrights and personal rights of the creators, as well as related rights or any other rights of third parties;
       3. releases the Service Provider from liability for any claims regarding Client Data from persons entitled under copyright or any other rights that may assert their rights in connection with the performance of the Agreement by the Service Provider and undertakes to fully satisfy them and cover the full costs incurred in this respect by service provider.
    4. In the event of a third party making a claim regarding the Client Data, the Service Provider shall immediately present it to the Client, who undertakes to immediately contact the third party and take the necessary actions to resolve the dispute or satisfy the claims of the third party. If, due to the Client’s lack of action, the Service Provider will be forced to satisfy the claims of a third party or repair the damage caused to it, then the Service Provider will direct an appropriate recourse claim against the Client, who will be obliged to satisfy it.
    5. The Service Provider is not responsible for the Client providing faulty or incorrect Client Data and any other information, content, data and their impact on the performance of the Agreement and Configuration.
    6. The Client agrees to create test User profiles in the Instance, to which the Service Provider will have access. The Service Provider undertakes to use test profiles only for the purposes of Technical Support.
    7. The Client agrees to the use of the Client’s trademarks by the Service Provider and to the Service Provider referring to cooperation with the Client in press materials for the purpose of advertising and promoting the Application or Services, without territorial and time limitations.
    8. The Client allows the Service Provider to prepare derivative works (studies) and to exercise derivative copyrights to works prepared with the use of Client Data and transfers the right to decide on marking such works. The above does not apply to price lists, commercial presentations and similar materials of the Client, provided for the purposes of the “Client-specific” Application Configuration.
    9. The provisions of this section of the Regulations shall apply accordingly to the transfer of Client Data for the purposes of Additional Work.
11. Provider intellectual property 
    1.  Conclusion of the Agreement is tantamount to granting by the Service Provider to the Client a non-exclusive license to use the Application for the period of concluding the Agreement in the scope of Remuneration. The territorial scope of the license is determined by the Parties at the stage of concluding the Agreement, and the license is limited to the number of Users indicated in the order by the Client. The license is granted in the following fields of exploitation:
       1. multiplication of the Application in the memory of the end device;
       2. using the Application in accordance with its intended purpose (including, depending on the Service selected by the Client, its installation on the end device, storing it in the memory of the end device and displaying the Application on the screen of the end device).
    2. Granting a license entitles the User to use the Application only with the use of functions made available by the Service Provider for standard use of the Application, excluding in particular decompilation or dissemination of the Application to the extent that goes beyond the legitimate and intended use of the Application.
    3. The Service Provider reserves all rights to the Application not expressly granted to the Client under the Agreement. The license does not allow the Client in particular to:
       1. reproducing, disseminating, renting, selling and any other way of direct and indirect redistribution of the Application, both paid and free of charge, bypassing the Service Provider,
       2. modifying, reverse engineering or otherwise interfering with the Software of the Application,
       3. using and developing intellectual property belonging to the Service Provider to create its own products and services,
       4. using intellectual property belonging to the Service Provider for an unlawful purpose or to the disadvantage of the Service Provider.
    4. Any behavior that meets the above-mentioned conditions will be treated as a breach of the Agreement, which gives the right to terminate the Agreement with immediate effect.
    5. The Client is not entitled to proprietary copyrights arising in the course of work related to the Application, including the use of Client Data, especially during Configuration, Additional Works, or other activities related to improvements, modifications, or further development of the Application. The Parties may agree otherwise in writing under pain of nullity in the scope of dedicated solutions prepared individually for the Client.

CHAPTER III – LIABILITY OF THE PARTIES

12. Reporting infringements and complaints
    1. The Client who notices data of an unlawful nature, in particular infringing intellectual property rights, and contained in the Application system, should immediately inform the Service Provider about this fact to the e-mail address help@salesbook.com. If the Service Provider obtains reliable information about the unlawful nature of the data or related activities, the Service Provider will immediately prevent access to this data, and will notify the Client who has placed this data in the Application system of the intention to prevent access to it.
    2. In such cases, the Service Provider is not liable to the Client for any damage resulting from preventing access to such data.
    3. The Client has the right to submit objections in the form of a complaint to the use of the Application or its functioning and to the Services provided. The complaint should come from the Client Coordinator and contain at least data enabling identification of the Client (name, surname or name, mailing address, optionally telephone number) with an indication of justified reservations and comments to the Application or Services, the period complained about, together with the circumstances justifying the complaint. Complaints are accepted electronically via the e-mail address help@salesbook.com. If the complaint needs to be supplemented, the Service Provider will ask the complainant to clarify.
    4. The Service Provider will respond to the complaint within 14 (fourteen) days from the date of receipt of the Client’s complete complaint notification. The Client Coordinator will receive a response to the address from which the complaint was sent or to the address provided in the complaint notification. The Service Provider reserves the right to extend the deadline for considering the complaint in justified cases.
    5. The date of receipt of the complaint shall be the date of receipt by the Service Provider of the notification in electronic form.
    6. Before taking any legal steps by the Client in connection with the complaint, the Client will try to clarify any discrepancies in the first place through the complaint procedure.
13. Client responsibility
    1. The Client is responsible for the User’s actions that result from the functioning of his Account. The Client is responsible for all data and materials added, distributed or sent by the Client or User in connection with the use of the Application, as well as for the consequences of such actions. The Service Provider’s activities in the field of Client Data placed in the Application do not include verification of their legality. The Service Provider’s activities are primarily of a technical nature.
    2. Any claims of third parties related to the use of the Application by the Client or the User, in particular related to the content posted and processed by the Client, shall be charged to the Client, who at the same time undertakes to release the Service Provider from any liability in this respect.
    3. The Service Provider is not liable for damages related to:
       1. actions or omissions of the Client, User or a third party to whom the Client or User gave access to the Application, in particular those violating the provisions of the Regulations;
       2. lack of access to the Application resulting from reasons attributable to the Client, User or a third party to whom the Client or User allowed access to the Application;
       3. providing by the Client or User the login or password to his Account to third parties;
       4. the action of malicious software (malware) unlawfully introduced by the Client, User or a third party to whom the Client or User allowed access to the Application;
       5. damages arising from the use of the Application or its elements in the Client’s business before the Acceptance has occurred.
14. Service provider’s liability
    1. The Service Provider provides the ICT infrastructure and ensures its efficient technical functioning, and in this respect is responsible for the Application and the Service.
    2. Technical breaks in access to the Application are possible due to the need to carry out maintenance or modernization works. The Service Provider is not liable to the Client for any events resulting from this. The Service Provider undertakes to inform the Client about the planned technical break not less than 48 hours before the date on which the planned technical break is to take place, with the proviso that the technical break will not take place during Work Hours on Working Days.
    3. The Service Provider is not responsible for the manner of using the Application, and in particular for the Client’s commercial success or lack of it. The application is intended solely to technically facilitate the preparation of a commercial offer by the Client for recipients of his products or services. The Service Provider is not responsible, in particular, for calculations, simulations, offers and contracts prepared via the Application, including their accuracy, correctness and compliance with current law and the Client’s assumptions and patterns. The Client should each time check and confirm the accuracy, correctness and compliance (with the current law as well as the Client’s assumptions and formulas) of calculations, calculators, offers, contracts, price lists and other solutions of the Application before using them as part of its business.
    4. In the case of the Service Provider’s liability, it is limited to the amount of remuneration for specific Services in connection with which the liability arose, actually paid by the Client.
    5. In the case of services of a continuous nature, to determine the liability of the Service Provider in accordance with the above limit, the remuneration actually paid in the month preceding the occurrence of the event for which the Service Provider is responsible, and if in the month preceding the Client did not pay the remuneration, the last month in which it took place is assumed. In the case of fees paid in advance for a specific period of provision of the Services, the amount actually paid by the Client divided by the number of full months of providing the Services for which the fee has been paid is used to determine the Service Provider’s liability in accordance with the limit.
    6. The total limit of the Service Provider’s liability for damages that occurred in a given calendar year is the sum of remuneration paid by the Client for the last 3 months of the provision of services or for the period of the actual duration of the Agreement, if it is shorter than 3 months. In the case of fees paid in advance for a specific period of Services, the total annual limit is three times the amount actually paid by the Client, divided by the number of full months of Services for which the fee was paid.
    7. The Service Provider’s liability for lost profits is excluded.
    8. The Service Provider is liable to the Client only for damage caused to the Client intentionally.
    9. This paragraph comprehensively regulates the rules of the Service Provider’s liability, and the Parties exclude other code regulations in this regard, including those regarding warranty.
15. Higher power
    1. The Parties shall not be liable for delay, non-performance or improper performance of the Agreement when it is related to an event beyond the control of the Parties, i.e. an event constituting Higher Power, with the proviso that such an event does not release the Client from the obligation to pay the Remuneration for the Services provided.
16. Suspension of access to the services
    1. If the Client fails to pay the Remuneration despite at least a 14-day delay in payment, the Service Provider is entitled, without additional request to the Client to pay the amount due, to suspend the Services, including blocking access to the Application, with the possibility of making them available again if the amount due is settled.
    2. Regardless of the right provided for above, in a situation where the Client is late with the payment of the Remuneration, the Service Provider – from the first day after the deadline for making the payment – may display in the Application a message visible to all Users, which will inform about the delay in payment of the Remuneration and the number of days remaining until the authorization referred to above is updated.
    3. The Service Provider is entitled to remuneration for the suspension period for being ready to provide the Services.
    4. The Service Provider may terminate the Agreement with immediate effect in any case of suspension of access to the Services for more than 14 days.

CHAPTER IV – OTHER PROVISIONS

17. Confidental information
    1. Both the Service Provider and the Client will treat as strictly confidential all data, information and documents concerning the business or professional activity of the other Party and related to its marketing, promotional and commercial plans, obtained directly and indirectly during the implementation of Agreements concluded on the basis of
       for these Regulations, and in particular any technical and commercial data of the Website or its affiliates and their clients (so-called Confidential Information). Each Party undertakes not to disclose Confidential Information to any third party without obtaining the prior express consent of the other Party.
    2. The obligation to maintain and protect confidentiality applies regardless of whether the Confidential Information was provided orally, in writing or in any other form or form.
    3. Confidential Information may only be accessed by persons who need such information in order to properly implement the objectives of the Agreement and who have been informed about the confidential nature of the information and about the obligations arising from these Regulations.
    4. The confidentiality obligation referred to applies to the duration of the Agreement, as well as the period of 3 (three) years from the date of its expiry as a result of termination, termination or due to the expiry of the period for which it was concluded, which does not exclude the Client’s obligation not to use the Service Provider’s business secrets also after this period (if they are still in their possession).
    5. The Parties shall ensure compliance with the above confidentiality obligation by all persons representing them and third parties related to them in any way, who could become acquainted with the Confidential Information thanks to this website.
    6. If the Service Provider provides the necessary know-how under the Agreement and enables its use by the Client, this is done on the basis of a license (know-how license) granted only for the purpose of using the Application in accordance with its intended purpose and only in cooperation with the Service Provider (and by this period). This includes all technical, technological, organizational, financial, commercial information regarding client / contractor base or other information of economic value.
18. Information activities
    1. As part of the remuneration described in the Agreement, the Client grants the Service Provider consent to the use of information about cooperation with the Client for the purpose of marketing the Service Provider’s products and services, including the use of trademarks or other indications of the Client for this purpose (authorization / license to the extent necessary justified by the above-mentioned purpose). The Service Provider will be entitled to undertake information and marketing activities, such as a “case study” regarding the implementation of the Agreement, including the operation of the Application at the Client’s. The Client may participate in activities agreed by the Parties (e.g. interview).
    2. The Service Provider may provide information about cooperation with the Client, in particular as part of such activities as: (i) internet marketing, (ii) event marketing; (iii) advertising activities using the mass media or (iv) targeted at a specific Client, including information contained in leaflets, offer catalogs, etc.
    3. The Service Provider declares that its activities will be carried out in accordance with appropriate standards and will make every effort to ensure that the Client’s trademarks or designations are used in a positive context for the Client’s image.
    4. The provisions of this paragraph are valid for the duration of the Agreement. After this period, they become an agreement concluded for an indefinite period with a month’s notice (in writing under pain of nullity), effective at the end of the month.
19. Change of the regulations
    1.  The Service Provider reserves the right to make changes to these Regulations and its attachments. The changes come into effect 14 (fourteen) days after their publication on the Service Provider’s website or from the day they are made available to the Client. The Service Provider may determine a later date for the entry into force of specific changes, of which the Client will be informed. During this period, the Client has the right to terminate the Agreement, and in such a case, the Agreement in its current form will be terminated at the end of the Subscription Period for which it was concluded. The amendment to the Regulations and any termination due to it shall have no effect on the Additional Works Agreements concluded between the Client and the Service Provider or on the arrangements directly included in the order between the Parties.
    2. In each case, the amended Regulations apply to the Client and its provisions apply to the Agreement at the latest with the beginning of the next Subscription Period.
    3. The Regulations may be changed in particular in the event of one of the following reasons:
       1. a change in the law regulating the benefits covered by the Agreement, including those affecting the mutual rights and obligations set out in the Agreement, or a change in the interpretation of the above legal provisions as a result of court rulings, decisions, recommendations or recommendations of competent offices or bodies in a given scope;
       2. change in the way the Services are provided due to technical, economic or technological reasons, including the development of the Application;
       3. changing the scope or provision of Services to which the provisions of the Regulations apply, by introducing new ones, modifying or withdrawing existing functionalities or Services by the Service Provider.
    4. The Service Provider is entitled to make changes to the Price List, about which he will inform the Client in accordance with the rules described above. The new Price List applies to the Client at the beginning of the next Subscription Period, subject to section 19.6. below. Changes in the Price List may result, in particular, from the improvement of the Services, an increase in costs or an increase in the remuneration of specialists on the IT services market.
    5. The changes do not affect any orders or payments made by the Client prior to the effective date of such changes.
    6. The Service Provider may update the Price List at any time in the event of price changes made by entities providing cloud infrastructure for the purposes of the Application (e.g. a change in the Microsoft price list). In this case, the Client will be informed about the price update no later than 7 days before the date of entry into force of the changed rate. The changed prices come into force each time not later than on the day of their introduction by the cloud infrastructure provider.
    7. The Service Provider will inform the Client Coordinator about changes to the Regulations and the Price List via e-mail.
20. Final provisions
    1. The Client undertakes to inform the persons whose data it provides to the Service Provider, including the Client Coordinator, about the content of the information clause available online at: in Polish: https://www.salesbook.com/pl/rodo/ in English: https://www.salesbook.com/gdpr/ ( before making the data available ) and about its possible updates. At the request of the Service Provider, the Client will provide proof of compliance with this obligation. The Client will ensure that, if necessary (e.g. due to the employee’s nationality), the provision of the GDPR information clause includes a language version that is understandable to the recipient. The Client, who is a natural person, declares that before providing Salesbook with his personal data, he has read the information clause published under the above-mentioned web address.
    2. If any provision of the Regulations is considered invalid, unlawful or unenforceable, this shall not affect the validity of the remaining part of the Regulations.
    3. The law applicable to the Agreement is Polish law. To the extent that it is allowed, the application of international law and foreign law is expressly excluded. In the event that international or foreign law were to apply to the Agreement in an absolute manner, the Client is obliged to inform the Service Provider of this fact. In the event of failure to inform, the Service Provider has the right to terminate the Agreement with immediate effect.
    4. The Client may not, without the consent of the Service Provider, transfer any receivables related to the Agreement to a third party or set off any of its receivables with the receivables of the Service Provider related to the Agreement. Consent must be given in writing under pain of nullity.
    5. Client agrees to comply with all applicable laws and regulations regarding the import/export of content, services or equipment. The Client agrees not to transfer content, services or equipment related to the Agreement to persons from countries that support terrorism, as determined by European authorities, Great Britain or the United States of America. Client also represents and warrants that it is not under the control of, and is not a national or resident of, such country.
    6. Any disputes arising from the implementation of the provisions of these Regulations, the parties will endeavor to settle amicably. In the absence of an agreement, disputes will be considered by the common court competent for the registered office of the Service Provider. If the Client is based outside the territory of the Republic of Poland, the Parties hereby agree that matters arising from or in connection with the Agreement are always subject to the jurisdiction of Polish courts.
    7. If the Agreement has been concluded in two or more language versions or has been translated into any language other than Polish, the text in Polish shall prevail (including in terms of the meaning of certain terms used in the Agreement).