General Terms and Conditions of the Agreement for the Provision of Marketing Services.
I. These General Terms and Conditions constitute a set of rules and provisions that apply to Agreements concluded by the Contractor with Customers, constituting an integral part of the Agreement.
II. The General Terms and Conditions apply to all Agreements concluded by the Contractor, without any territorial restrictions, in B2B relations.
III. These General Terms and Conditions are binding on the Client if they have been delivered to him in writing or made available in electronic form at the latest upon conclusion of the Agreement. If the Contractor and the Client remain in permanent economic relations, the General Terms and Conditions are binding on the Client without the need to deliver or make them available each time, provided that they were properly delivered or made available before concluding the first Agreement.
IV. Only the version of the General Terms and Conditions provided or made available to the Customer via the lemonagency.net website is binding for a given Agreement concluded with the Client.
GTC - General Terms and Conditions of the Agreement for the provision of marketing services provided by the Contractor;
Contractor – LEMON EXCLUSIVE LTD (trading under the Lemon Agency brand), a company with a physical address of Office 513b, 182-184 High Street North, London, E6 2JA;
Client or Contractor - a legal person, a natural person running a business or another organizational unit without legal personality, concluding an Agreement for the provision of marketing services with the Contractor;
Parties – the Principal and the Contractor;
Agreement - Agreement for the provision of Marketing services concluded with the Client, and the General Terms and Conditions constituting its integral part;
Potential Customer - a legal person, a natural person running a business and another organizational unit without legal personality, interested in the services or products of the Client;
Lead – data of the Potential obtained in the course of the Contractor's marketing activities
the Client's Client, such as: Name (or name and surname), place of residence, postal code, telephone number;
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 the Administrator's Directive 95/46/EC (General Regulation on data protection) (Journal of Laws of the EU, L. z
2016 No. 119, p. 1)
Personal Data Administrator (ADO) - the Client as an entity that independently determines the purposes and methods of processing personal data provided by the Contractor.
Processor – Contractor acting on behalf of the Client as a Processor;
Personal Data - any information obtained in the course of the implementation of the Agreement by the Contractor, regarding an identified or identifiable living natural person.
I. SUBJECT OF THE AGREEMENT:
1. Pursuant to the concluded Agreement, the Contractor undertakes to:
the Client to provide marketing and consulting services aimed at increasing the Client's recognition and, consequently, obtaining and transferring to the Client Leads made available to the Contractor by Potential Customers.
2. The marketing or consulting services referred to in point 1 are commissioned to the Contractor on an exclusive basis and may consist of:
a) administering accounts on social networking sites;
b) conducting marketing campaigns for the Client; as well as other activities individually agreed.
II RIGHTS AND OBLIGATIONS OF THE CONTRACTOR:
The Contractor provides services on the terms specified in the Agreement and these General Terms and Conditions of the Agreement.
The Contractor is responsible for the correctness and quality of the activities performed as the subject of the Agreement.
The Contractor declares that he will perform the subject of the Agreement properly, with the utmost care and in accordance with applicable law.
The Contractor declares that he has the qualifications, experience, knowledge and skills necessary to properly perform the assigned tasks.
The Contractor may entrust the performance of obligations under the Agreement to another entity without the written consent of the Contractor.
The Contractor is responsible for the actions and omissions of the entities through which the Contractor implements the subject matter of the Agreement as for its own actions and omissions.
III. RIGHTS AND OBLIGATIONS OF THE CUSTOMER:
The Principal undertakes to make available and provide the Contractor with all information and documentation necessary for the proper performance of the Agreement, including, in particular, access passwords, patterns of signs, logos, and product names used by the Contractor; necessary to achieve the purpose of the Agreement.
The Client declares that he is entitled to all intellectual property rights (including copyrights and related rights, industrial property rights, in particular protection rights to trademarks, rights to register industrial designs) to
company markings, and that the use of the provided materials by the Contractor will not constitute any violation of applicable law or infringe the rights of third parties.
The Client undertakes to make arrangements with the Contractor on matters related to the implementation of the subject of the Agreement within 4 days from the date of reporting the problem by the Contractor.
The Client undertakes to provide a binding communication channel with the Contractor and to indicate the person responsible and duly authorized to represent the Contractor in the process of implementing the Agreement.
If either Party to the Agreement changes its e-mail address or telephone number, it is necessary to notify the other Party of this fact in writing.
In the absence of notification of such a change, sending correspondence to the previous address will be considered effective delivery. Changing the email address or telephone number does not constitute a change to the contract.
IV. CONTRACT TERM, AUTOMATIC EXTENSION, TERMINATION
The contract is concluded for an unlimited period. The contractor undertakes
obtain the number of Leads specified in the Agreement Form for the Client
period every 30 days.
The Principal, acting together with the Contractor, may terminate the Agreement at any time
time by mutual agreement.
The Contractor undertakes to deliver to the Client within the trial period
5 Leads for free.
The Client has the right to withdraw from the Agreement in the event of:
the Contractor's failure to undertake its implementation or failure to implement it
subject within a period of 4 (four) weeks from the date of its conclusion - declaration of
withdrawal may be submitted within 7 (seven) days from the expiry of the additional period
the deadline set by the Contractor for the implementation of the Agreement.
The contractor has the right to withdraw without setting an additional deadline
from the Agreement in the event of a breach by the Principal of the provisions of Chapter "III
Rights and obligations of the Principal", as well as failure to pay on time
remuneration. If the Contractor withdraws from the Agreement, he will be
entitled to demand payment of compensation (contractual penalty) in the amount of the product of the number of Leads remaining to be obtained and their unit value.
V. REMUNERATION
As remuneration for the implementation of the subject of the Agreement, the Contractor will receive remuneration from the Client, calculated as the product of the obtained Leads and their unit value.
The remuneration due to the Contractor will be payable every 30 days via credit card on the website www.lemonagency.net.
The Parties reserve that until the Principal pays the Contractor the remuneration due in advance, the Contractor will be entitled to withhold the implementation of the provisions of these General Terms and Conditions until it receives the above-mentioned payment.
The Client consents to the issuance of an invoice, its duplicate or correction, without a signature, as well as their delivery in electronic form. The date of delivery of the documents indicated in the previous sentence is the day of their sending by the Contractor via e-mail to the address of the Contractor's electronic inbox,
If the Client receives leads that are obviously defective or incorrectly entered, and have defects that prevent the Client from contacting a potential client, the Client is obliged to report them to the Contractor within 7 (seven) days from the date of receipt of the advertising lead. The Contractor has the right to verify the above-mentioned notifications.
The Parties to the Agreement consider the following to be defective Leads:
a) Leads containing false data regarding the identity of the Potential Customer;
b) Leads containing an incorrect telephone number, resulting in no connection signal or the message "there is no such number";
c) Leads who do not respond to contact attempts.
d) Leads that are outside the supported range of +70km
e) Leads that cannot be technically installed within 6 months (e.g. eternit, too small roof area, house under construction),
f) Leads who are not interested in the offer within 24 business hours of completing the form.
If the Contractor confirms the transfer of defective Leads referred to in point 5, the Contractor undertakes to provide in their place Leads in accordance with the Agreement. The client will not be entitled to any financial discount on this account.
The payment date will be deemed to be the day the payment is credited to the Contractor's bank account.
VI. CONFIDENTIALITY POLICY
Under this Agreement, all information is protected, including business secrets within the meaning of Art. 11 section 4 of the Act of
April 16, 1993 on combating unfair competition (hereinafter referred to as: Information
Confidential). Confidential Information may not be used for purposes other than those indicated in the Agreement. Confidential information is considered to be information that the Parties will provide to each other in connection with the performance of the Agreement, in particular:
a) all written or oral information or information recorded on data carriers, relating to the activities of the Parties, in particular: know-how, technical, organizational, financial, legal data, having economic value, regarding investments, projects, business intentions of the Parties, all documents and materials regarding these investments, projects, business intentions, i.e., among others reports, presentations, reports, opinions, etc.,
b) all information regarding current and future contractors and business partners of the Parties, regardless of their nature and scope, including any technological, commercial, marketing, legal, financial, organizational, know-how or analogous content, in particular: any content conversations with representatives
contractors or business partners of the entity and the arrangements made;
c) all content regarding the activities of the Parties, in particular regarding internal procedures, methods of operation, relations with contractors;
d) information obtained as a result of analyzing or processing information made available, regardless of the manner in which it was made available, to any entity,
e) information regarding the financial policy, commercial strategy, prices, programs, enterprise development programs of the Parties, operational programs, contacts, contracts concluded by the Parties, commercial contacts,
f) all content regarding the organizational structure, scope of responsibilities, personal data and related to correspondence in written or electronic form.
The Parties agree that protection under this Agreement also covers content that is transferred to the Parties directly by third parties, if it is related to current or planned cooperation.
Information that is not confidential is:
a) publicly available in any way, without violating the provisions of this Agreement,
b) prepared by the Parties independently, without using Confidential Information, were obtained from a third party who is not obliged to maintain confidentiality,
c) were obtained by the Parties without any obligation to keep them confidential.
Due to the above, the Parties undertake, without any additional conditions, restrictions or reservations, that they will not transfer Confidential Information in any way and to any extent to third parties/entities without the consent of the other Party.
This obligation of the Parties to maintain confidentiality is not limited in time and shall apply even after the termination of the Agreement between the Parties in any manner and for any reason.
After the implementation of the Agreement, the Parties will return all downloaded documents containing information constituting Confidential Information.
The Parties are obliged to immediately notify the other Party of any attempts or violations of Confidential Information security requirements and procedures, regardless of whether these actions are intentional or accidental.
VII. INTELLECTUAL PROPERTY
Any intellectual property rights you may have
The Contractor's materials used as part of marketing activities, including documents, slogans, graphics, patterns, catalogues, folders, brochures, photos, descriptions, etc., constitute the exclusive property of the Contractor or are used by him under a license granted by an authorized entity and not are transferred to the Principal as a result of the execution of the Agreement.
VIII. CONTRACTOR'S INFORMATION CLAUSE
1. Fulfilling the obligation arising from Art. 13 section 1 and section 2 GDPR, the Contractor informs that:
a) The administrator of personal data provided by the Client during the negotiation process and conclusion of the Agreement is LEMON EXCLUSIVE LTD (under the Lemon Agency brand), a company with a physical address: Office 513b, 182-184 High Street North, London, E6 2JA.
b) Contact with the Administrator is possible via traditional mail and e-mail to the following address: lemon@lemonbiznes.pl.
c) Data are processed pursuant to Art. 6 section 1 letter b GDPR, in order to conclude and perform the contract and inform about the current status of its implementation.
d) Personal data may be made available to appropriate recipients, in particular external entities providing accounting and legal services to the Administrator or institutions authorized to control its activities or institutions authorized to obtain personal data on the basis of legal provisions.
e) Personal data will be stored for the period necessary to perform the contract, and after its termination or expiration - for the mandatory period of documentation storage, established on the basis of generally applicable law.
f) Personal data will not be transferred outside the European Economic Area and to international organizations, and will not be subject to automated decision-making or profiling.
g) The Administrator ensures that all persons whose personal data are processed by the Administrator have appropriate rights arising from the GDPR, including in particular: the right to access data, including the right to obtain a copy of this data, rectify it, delete it, limit it their processing, transfer, and other rights in accordance with applicable regulations. However, the use of the above-mentioned rights may not violate the rights of third parties.
h) The data subject has the right to lodge a complaint with the President
Personal Data Protection Office based in Warsaw at ul. Stawki 2, 00193 Warszawa, if she considers that the processing of her personal data violates the provisions of the GDPR.
i) Providing personal data is voluntary, however, failure to provide them may result in the inability to conclude or perform the Agreement.
j) The Administrator makes every effort to provide means of physical, technical and organizational protection of personal data against accidental or intentional destruction, accidental loss, change, unauthorized disclosure, use or access, in accordance with all applicable provisions of generally applicable law.
IX. PERSONAL DATA PROTECTION
1. In order to enable the implementation of the Agreement, the Principal entrusts the Contractor in accordance with Art. 28 GDPR, processing of personal data of Potential Customers for processing. The Contractor processes the above-mentioned personal data on behalf of the Client.
2. The processing of personal data is entrusted to the Contractor for the duration of the Agreement.
3. The Contractor undertakes to collect from the Principal's Potential Customers the consents required by law regarding the basis for processing and the admissibility of transferring personal data provided as part of the Leads. Confirmation of receipt of the above-mentioned declarations (consents) will be provided by the Contractor to the Client at the request of the Contractor.
4. Fulfillment of the information obligation arising from the provisions of the GDPR rests with the Client.
5. The Processor undertakes to process the personal data entrusted to it in accordance with the Agreement, the provisions of generally applicable law, in particular the GDPR, the Act of May 10, 2018 on the protection of personal data, the Act of July 16, 2004, Telecommunications Law, and the Act of July 18, 2002 on the provision of electronic services.
5. The Processor ensures that it has applied all necessary security measures in accordance with the GDPR, in particular in the field of: securing the data entrusted to it against disclosure to unauthorized persons, removal by an unauthorized person, processing in violation of the law, change, damage, destruction or loss.
6. The Processor will process the entrusted data within and for the purpose of implementing the Agreement under which the Processor provides the Client with personal data.
7. The Client entrusts the Processor with the following categories of personal data for processing: name, surname, e-mail address, telephone number, postal code/city.
8. When processing the entrusted personal data, the Processor undertakes to secure them by using appropriate technical and organizational measures ensuring an adequate level of security corresponding to the risk associated with the processing of personal data referred to in Art. 32 GDPR.
9. The Processor undertakes to grant authorization to process personal data to all persons who will process the entrusted data in order to implement the Agreement.
10. The Processor undertakes to ensure confidentiality (referred to in Article 28(3)(b) of the GDPR) of the processed data by persons authorized to process personal data for the purpose of implementing this Agreement, both during the term of the Agreement and after its validity. cessation.
11. As far as possible, the Processor helps the Principal, to the extent necessary, to fulfill the obligation to respond to the requests of the data subject and to fulfill the obligations specified in Art. 32 to 36 GDPR
12. After detecting a violation of personal data protection, the Processor shall report it to the Client without undue delay, but no later than within 36 hours of detecting the violation.
13. Principal in accordance with Art. 28(3)(h) of the GDPR has the right to check whether the measures used by the Processor to process and secure the entrusted personal data meet the provisions of the Agreement.
14. The client may exercise the right to inspection himself or through an authorized person.
3. The processor is informed about the inspection at least 7 (seven) days in advance.
15. The Processor undertakes to remove any deficiencies found during the inspection within the period specified by the Client, no longer than 7 (seven) days.
16. The Processor provides the Principal with all information necessary to demonstrate compliance with the obligations specified in Art. 28 GDPR.
17. The Processor has the right to entrust the acquired personal data covered by the Agreement for further processing (sub-entrustment) without the consent of the Client. The entrusted data may be transferred to a third country only upon the written order of the Client, unless such an obligation is imposed on the Processor by European Union law or the law of the Member State to which the Processor is subject. In such a case, before starting processing, the Processor informs the Principal about this legal obligation, unless this law prohibits providing such information due to important public interest.
18. The entity to which the Processor entrusted the obtained personal data should meet the same guarantees and obligations that are imposed on the Processor in this Agreement.
19. The Processor is fully liable to the Principal for failure to fulfill the data protection obligations of the subcontracting party, including for damages resulting from failure to fulfill the obligations of the Agreement or when it acted outside the lawful instructions of the Principal or contrary to these instructions.
20. The Processor is responsible for disclosing or using data to persons contrary to the content of the Agreement, and in particular for disclosing personal data entrusted for processing to unauthorized persons.
21. The Processor undertakes to immediately inform the Client about any proceedings, in particular judicial or administrative proceedings, regarding the processing of personal data specified in the Agreement by the Processor. This point applies only to personal data entrusted by the Client.
22. After the execution of the Agreement or its termination, the Processor shall immediately delete/return all personal data to the Principal and delete all existing copies, unless Union or Member State law requires the storage of personal data.
X. FORCE MAJEURE
1. The Parties shall not be liable in the event of non-performance or improper performance of obligations arising from this Agreement, if such non-performance or improper performance is a consequence of force majeure.
2. The Parties agree that force majeure means any circumstance that could not have been foreseen at the time of conclusion of this Agreement and which is independent of the will of either Party and objectively prevents the Parties from fulfilling all or any of their obligations under this Agreement. Force majeure will mean in particular: earthquake, flood, fires or other natural disasters, war or military actions, terrorist attacks, blockades, epidemics and other similar natural events.
3. A party that is unable to fulfill its obligations under this Agreement
Agreement due to force majeure is obliged within 14 days
(fourteen) days to notify the other Party in writing of the occurrence of such circumstances. Failure to provide such notification or delay in providing it results in the loss of the right to invoke force majeure circumstances.
4. In the event of a documented force majeure event, the final deadlines for fulfilling the obligations under this Agreement will be postponed for the duration of such circumstances. However, in the event of force majeure lasting longer than 60 days, each Party has the right to terminate the Agreement with immediate effect. Failure to provide appropriate notification deprives the Party of the right to invoke force majeure
XI. FINAL PROVISIONS
1. The invalidity of some provisions of the Agreement does not invalidate it in its entirety. In such a situation, the Parties, while exercising their rights and obligations, should act in such a way as to achieve the purpose of the invalid provision to the maximum extent permitted by law. At the same time, the Parties will enter into negotiations in good faith to change the defective provision.
2. The Parties limit the Contractor's liability for non-performance or improper performance of the Agreement to the equivalent of the remuneration received from the Principal.
3. In matters not regulated by this Act, the provisions of the Civil Code shall apply.
4. The Parties declare to resolve any disputes arising from the implementation of the provisions of the Agreement through amicable negotiations; out of caution, they appoint a common court with local jurisdiction over the Contractor as the adjudicating authority.
5. The Parties undertake to immediately notify each other of changes in their registered office and correspondence addresses, telephone and fax numbers, e-mail addresses, as well as changes in their bank details.
The Party that has not notified the other Party of such a change in information bears the risk of adverse consequences resulting therefrom.
6. The GTC in its current wording applies to Agreements concluded from January 1, 2023. year via the website www.lemonagency.net.