GENERAL TERMS & CONDITIONS
I. SCOPE OF APPLICATION
- These General Terms and Conditions apply to services rendered to clients by Grzegorz Iwacz conducting business activity under the business name Black Label Iwacz Grzegorz with a registered office in Cieszyn, Poland.
- Unless expressly agreed to in documentary form, these General Terms and Conditions constitute a material part of each agreement and apply to any business transaction between Grzegorz Iwacz Black Label and the Client, even without express reference thereto.
- These General Terms and Conditions supersede any of the Client’s general terms, if not otherwise agreed in writing with the Client.
- In case of any discrepancies between these General Terms and Conditions and the agreement entered into with the Client, the latter shall prevail.
Capitalized terms not otherwise defined in the Agreement have the meanings given to them below:
|Agreement||An Agreement on rendering Services concluded between Black Label and a Client (upon acceptance of the Offer)|
|Black Label||Grzegorz Iwacz Black Label with registered office in Poland, Cieszyn (postal code 43-400), 31 Gen. Józef Hallera Street (holding Polish tax identification No. NIP: 5482352845 and Polish statistical No. REGON: 240486360); contact details: firstname.lastname@example.org;|
|Claim||Any claim raised with connection to Services or Agreement fulfillment|
|Client||A natural person, a legal person, or an organizational entity with a legal capacity that conducts business activities (an entrepreneur)|
|Confidential Information||Information constituting the secret of Black Label’s enterprises, this entails any and all: technical, technological, organizational, business, financial, legal, or other information of economic value, which, either in full or in a particular list and collection of their elements, is not commonly known to persons who usually deal with this type of information, or is not easily accessible for such persons; in particular: (1) business plans, methods, and practices; (2) data of employees, contractors, customers, and suppliers; (3) inventions, processes, methods, products, patent applications, and other proprietary rights; or (4) specifications, drawings, sketches, models, samples, tools, computer programs, technical information, or other related information|
The fees payable by the Client as set out in the Agreement for Services and transfer of proprietary copyrights
|GT&C||These are the general terms and conditions for Services rendered|
|Offer||An offer for Services made by Black Label that includes at least per hour rate for Service due to Black Label or other detailed information on Fees|
|Order||An Order for specific Services made by a Client on the basis of or stipulated in an Agreement (including any other type of statement made by the Client that specifies the type of Services ordered)|
|Services||Software development services rendered by Black Label|
|Team||All employees or subcontractors of Black Label|
- Services are rendered by Black Label on the basis of an Agreement and an Order (an Order or Orders can also be included in an Agreement).
- An Agreement is concluded when Black Label and a Client agree on at least the terms of remuneration for Services (f.ex.: per-hour rate for Services due to Black Label), specifically when an Offer is accepted by a Client.
- An Order made by a Client is accepted if Black Label explicitly confirms its acceptance, or Black Label starts rendering the Services requested in the Order, whichever occurs first.
- Unless otherwise agreed upon with the Client, an Agreement shall be concluded for an unlimited period of time and may be terminated with a 1 (one) month notice period.
- Black Label shall perform the Services ordered with reasonable care and skill to ensure that the Services conform in all respects with the Agreement.
- Black Label can assign its Team to render all or part of the Services ordered.
- The Client is obliged to provide Black Label with all necessary information for the proper rendering of Services and shall cooperate with Black Label in a manner that enables the effective performance of an obligation according to the Agreement.
- Black Label shall always comply with any laws, codes, and regulations as well as the rules and regulations of the Client, as long as the Client has made Black Label reasonably aware of these rules and regulations.
- Black Label shall perform the Services within the time period agreed upon with the Client.
- Black Label shall not be restricted in offering and rendering its services to other individuals or businesses unless doing so would be in obvious conflict with the interests of the Client or the Client gives its consent heretofore.
- While providing Services under the Agreement, Black Label is not an employee of the Client and is not entitled to receive any benefits from the Client (the Client shall not be required to make any contributions to employment insurance, pension plans, workers’ compensation (or similar premiums), employer health tax and other similar levies on behalf of the Client).
IV. FEES AND EXPENSES
- Unless agreed upon otherwise, Fees for Services delivered during each calendar month are due and payable by the Client and may be invoiced at the end of that month.
- Payment of Fees shall be made based on the invoice issued by Black Label.
- Black Label will deliver invoices in electronic form.
- An invoice, or a PDF attachment to the invoice issued by Black Label, shall contain a detailed description of the Services performed for one whole calendar month.
- Unless agreed upon otherwise, invoices shall be paid by the Client within 14 (fourteen) days of the date of the invoice, failing to do so Black Label may, as an option, suspend the performance of Services and charge the Client interest occurring thereafter on all overdue amounts on a daily basis.
- Unless agreed upon otherwise, Black Label covers all reasonable expenses necessary for the effective provision of Services under the Agreement.
- If a Work is created while rendering Services (as a result thereof) and it falls within the scope of the Order, Black Label shall deliver to the Client the proprietary copyrights (financial author’s rights) in the following fields of use:
- The permanent or temporary reproduction of a Work by any means and in any form, in part or in whole; insofar as the loading, displaying, running, transmission or storage of a Work necessitates its reproduction, such acts shall be subject to authorization by the right holder.
- The translation, adaptation, arrangement, and any other alteration of a Work, without prejudice to the rights of the person who alters the program.
- The distribution, including the rental or lending of a Work or copies thereof.
- The payment of the Fee is understood as acceptance of the Work by the Client without reservations.
- The transfer of proprietary copyrights is done without time or territorial limitations.
- The transfer of proprietary copyrights is done within the Fee agreed in the Agreement and upon payment of that Fee in full to Black Label.
- If the transfer of proprietary copyrights is required in written form under law relevant to the form of the legal action taken, Black Label, at the request of the Client, shall undersign the written settlement confirming the transfer of proprietary copyrights to the Work.
VI. DATA PROTECTION
- Black Label and the Client are obliged to comply with the applicable data protection laws when providing and/or obtaining Services.
- If under the jurisdiction relevant to data protection under the Agreement, the entry into an additional agreement defining the scope and purposes of data processing as well as/or technical and organizational measures maintained to ensure a level of security appropriate to the risk is required, Black Label and the Client will enter into such a data processing agreement.
VII. CONFIDENTIAL INFORMATION
- The Client shall keep all Confidential Information secret during the term of the Agreement and for a period of 3 (three) years after the expiry or termination of the Agreement and shall not use or disclose it except as necessary for the performance of the Agreement.
- The duty of confidence will not extend to any part of the Confidential Information which is lawfully in possession of the Client at the time of disclosure, published either before or after the date of such disclosure through no fault of the Client, lawfully received from a Client, independently developed or created by the Client or required to be disclosed by law.
- The Client shall ensure that its employees, officers, representatives, advisers, agents or sub-contractors to whom it discloses Confidential Information comply with sections 1 and 2 above. The Client is responsible for the actions of these persons as for his own.
- All Confidential Information disclosed under the Agreement shall be and remain the property of Black Label and nothing contained in these GT&Cs and the Agreement shall be construed as granting or conferring the Client any rights to such Confidential Information.
- Black Label and the Client may agree upon other or further obligations regarding Confidential Information in other Non-Disclosure Agreements.
The Client gives its consent that Black Label uses the Client’s name, trademark (logo), and Project description on its webpage and in its marketing materials, and during the presentation of its Services, provided that no detailed project information is disclosed without the Client’s consent.
During the term of each Agreement and for 12 (twelve) months thereafter, the Client shall not solicit, or endeavor to solicit, in any way the services of or offer to employ or engage any member of the Team (or persons who were members of the Team during the term of the Agreement), without the prior written consent of Black Label.
X. LIMITATION OF LIABILITY
- To the fullest extent permitted by law, the total aggregate liability of Black Label to the Client arising from in connection with the performance or contemplated performance of any Agreement shall be limited to the maximum amount of:
- The total amount of Fees paid by the Client to Black Label under the Agreement during the 12 (twelve) months preceding the date of the event giving rise to the Claim upon which the liability is based, or
- EUR 10,000 (ten thousand Euros).
- To the fullest extent permitted by law, Black Label shall not be liable (whether in contract, tort, misrepresentation, or otherwise) for:
- Any special, indirect, or consequential losses or damages (whether such losses or damages were foreseeable, known, or otherwise),
- Loss of revenues or profits, loss of business or opportunity, loss of anticipated savings, or depletion of goodwill, interruption of use or loss or corruption of data, arising out of or in connection with the Agreement.
- Black Label does not assume any liability for any damages resulting from the usage of products or Services other than the intended use thereof and for any loss of data.
- Black Label does not assume any liability for any disturbances, limitations, interruptions, or disruptions of the use of products or Services, which are caused by circumstances beyond Black Label’s scope of responsibility.
- Black Label shall not be liable for the delay or failure in the performance of its obligations under the Agreement to the extent that such a delay or failure comes as a result of a delay or failure by the Client in the performance of any of its obligations under the Agreement.
- Black Label shall not be liable for the delay or failure in the performance of its obligations under the Agreement if the delay is due to the following circumstances:
- Any act beyond reasonable control (force majeure), in particular:
- Actions of natural forces such as: natural disasters, severe storms, hurricanes, earthquakes, floods, fires, lightning strikes, long-term heavy rainfall, or other natural disasters
- Armed violence, including: war, civil war, revolutions, riots, acts of sabotage, or acts of terrorism
- Strikes, demonstrations, blockades, embargoes
- An epidemic, including the occurrence of extraordinary circumstances, related to the spread of the epidemic, as well as actions of public authorities aimed at counteracting the spread of the epidemic
- Acts of state authorities or international bodies preventing or limiting Black Label from fulfilling its obligations
- Events for which the Client is responsible
- Any act beyond reasonable control (force majeure), in particular:
- Nothing in these GT&Cs excludes or limits Black Label from liability for damages caused wilfully (including by fraud or fraudulent misrepresentation) or for any other liability which cannot be excluded.
- Any Claim must be presented to Black Label in writing within 12 (twelve) months from the date the Service connected with such a Claim was rendered, and also within 3 (three) months from the date the Client acknowledged having a basis for such a Claim, otherwise, it shall be treated as invalid.
- If a Claim against Black Label is based on a third-party (including authorities) claim against the Client, Black Label and the Client settles, achieves a compromise, or otherwise takes any action relating to such a claim without Black Label’s consent, Black Label will have no liability for such a Claim.
- If a Client is compensated by Black Label or Black Label’s insurers with respect to a Claim, the Client must assign the right of recourse against third parties to Black Label or Black Label’s insurers.
- Subject to sections X. 1 – 6 and XI. 2 – 4, Black Label shall indemnify and exonerate the Client from any and all claims for damages which the Client may become exposed to as a result of the culpable negligence of Black Label in the performance or nonperformance of Services, provided that such damages: (i) are caused solely by Black Label’s misconduct, (ii) are justified and (iii) are confirmed in a final legal decision or award issued by a competent court or arbitral tribunal (except for a legal decision or award issued upon recognition of the claim).
- Any notice or other communication to be given according to the Agreement shall be given in the English language and shall be deemed valid and effective if personally served or sent by registered mail or sent by e-mail to the addresses set forth in the Agreement or – if not provided in the Agreement – disclosed in a relevant official public commercial register.
- Notice shall be deemed to have been given (i) in the case of servicing in person, at the time of servicing and (ii) in the case of registered mail, upon receipt or – in the case of a lack of receipt – on the seventh (7th) day after dispatching and (iii) in the case of an e-mail, when the e-mail is sent.
- The Client shall notify Black Label immediately about a change of its correspondence address and e-mail address under the pain of effectiveness of the delivery of correspondence addressed to the last address or e-mail address.
- Each of the provisions contained in these GT&Cs and all Agreements are distinct and severable.
- If any provision of these GT&Cs or an Agreement, or a part thereof, is invalid or becomes invalid at a later time, the validity of the remaining provisions shall remain unaffected. The relevant provision shall be replaced by a provision that as closely as possible reflects the economic purpose of the invalid provision. The foregoing shall apply analogously if any provision has inadvertently been omitted.
- Any declaration of invalidity, illegality, or unenforceability of any provision or part by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision of the GT&Cs or the Agreement or a part thereof.
XIV. GOVERNING LAW AND DISPUTES
- These GT&Cs and all Agreements are subject to Polish law and all its provisions should be interpreted in accordance with Polish law. In all matters not governed by these GT&Cs, the provisions of the Polish law shall apply.
- The GT&Cs constitute an integral part of all Agreements. The provisions of an Agreement shall apply first, and the provisions of these GT&Cs only to the extent not regulated in the Agreement.
- All disputes, controversy or claims arising out of or in connection with the GT&Cs or an Agreement, including the breach, termination, or invalidity thereof, shall be submitted to the jurisdiction of the Polish courts and be finally settled by the competent common courts of Kraków, Śródmieście District (Poland).
XV. AMENDMENTS OF THE GENERAL TERMS AND CONDITIONS
- Black Label reserves the right to modify these GT&Cs with effect for the future at any time. New GT&Cs apply to all new Agreements.
- If the modification of GT&Cs should apply also to an already concluded Agreement, Black Label will notify the Client who is a party to such an Agreement of these changes. The changes shall be deemed to be accepted with respect to the Agreement if the Client does not object within 14 (fourteen) days after receipt of the amendment notification. Black Label will inform the Client in its amendment notification about the Client’s right to object and the results of a lack of objection. If the Client rejects the changes, Black Label has the right to terminate the Agreement within the next 14 (fourteen) days.
These General Terms & Conditions of Services are effective as of March 16, 2022.