GENERAL TERMS AND CONDITIONS
Agnieszka Szklarczyk I.AM Agencja Marketingowa

These General Terms and Conditions (hereinafter referred to as “GTC”) set forth the principles of cooperation in contractual relationships where Agnieszka Szklarczyk, conducting business under the name Agnieszka Szklarczyk I.AM Agencja Marketingowa, acts as the contractor/provider of services/works/creations or other similar performances, to the extent not regulated by a detailed agreement between the parties. These GTC are available on the website of Agnieszka Szklarczyk I.AM Agencja Marketingowa at the addresses: www.iamfordeveloper.pl and https://agencjaiam.pl.

§ 1. Basic Definitions

  1. The terms used in these GTC have the following meanings:
  2. I.AM Agencja Marketingowa – Agnieszka Szklarczyk conducting business under the name Agnieszka Szklarczyk I.AM Agencja Marketingowa, located at Czarodziejska Street 2b/2, 30-322 Kraków, NIP: 5521657432, REGON: 362271595.
  3. Client – any third party entering into an agreement with I.AM Agencja Marketingowa within the scope of its business activity, where the Client is the Orderer/Contracting Party.
  4. Agreement – any contract concluded by the Client with I.AM Agencja Marketingowa or any order/commission placed by the Client within the scope of I.AM Agencja Marketingowa’s business activities.

§ 2. General Provisions

  1. The subject of the GTC is to establish the principles and conditions for the performance of works and services provided by I.AM Agencja Marketingowa to Clients, the detailed scope of which is described in a separate document (order/agreement). The scope of works and services particularly includes the execution of graphic projects, the creation and implementation of websites, the development and execution of marketing strategies, and the management of Clients’ social media accounts.
  2. These GTC apply to all Agreements concluded by I.AM Agencja Marketingowa with the Client, both within the framework of ongoing cooperation agreements and individual orders, regardless of their subject matter.
  3. Confirmation of an order by I.AM Agencja Marketingowa or the signing of an agreement with I.AM Agencja Marketingowa signifies acceptance of the content of the GTC and the principles and obligations contained therein.
  4. The application of the Client’s general terms is excluded, even if reference to such documents is included in any Client document, including those signed by I.AM Agencja Marketingowa.
  5. In the event of any inconsistencies between the provisions of the Agreement and the GTC, the provisions of the Agreement shall prevail.

§ 3. Terms of Agreement Conclusion

  1. The subject of the Agreements concluded by I.AM Agencja Marketingowa are services in the field of broadly understood marketing and branding.
  2. The provision of services will be based on an Agreement between I.AM Agencja Marketingowa and the Client. The Agreement will specify at least:
  3. the type and scope of the service;
  4. the amount of remuneration;
  5. the duration of the Agreement;
  6. the deadline for the performance of the Agreement.
  7. It is assumed that the place of service provision is the headquarters of I.AM Agencja Marketingowa.
  8. The signed Agreement will be sent to I.AM Agencja Marketingowa in written form to the address Czarodziejska Street 2b/1, 30-322 Krakow, or in documentary form electronically to the address: ksiegowosc@iamfordeveloper.pl.
  9. Sending the agreement in accordance with section 4 is tantamount to the Client’s acceptance of the GTC.
  10. Cooperation between the parties begins at the moment the Agreement is signed in written form by both parties, or at the moment of mutual declaration of will to accept the order in documentary form, or when I.AM Agencja Marketingowa starts performing the Agreement.

§ 4. Client Obligations

  1. The Client is obliged to provide all necessary materials, information, and data, including access data to all accounts, required for the proper execution of the Agreement.
  2. In the case of providing graphic materials to be used in the services or works, these materials should be of high quality, allowing for the proper execution of the Agreement. If the graphic materials provided are not of sufficient quality, I.AM Agencja Marketingowa is entitled to request the Client to provide better quality materials or to make improvements at the Client’s expense.
  3. The graphic materials referred to in section 2 above should be sent electronically in accordance with the arrangements made with I.AM Agencja Marketingowa.
  4. The Client declares that all graphic or textual materials sent do not contain content contrary to generally applicable law, do not violate the personal rights of third parties, and that they have full rights to them. The Client undertakes to indemnify I.AM Agencja Marketingowa from any claims arising from possible infringements of third-party rights to the graphic or textual materials.
  5. The Client agrees to cooperate with I.AM Agencja Marketingowa to the extent necessary for the execution of the Agreement, in particular by promptly sending graphic and textual materials, access data, and providing all information necessary for I.AM Agencja Marketingowa to properly perform the Agreement.

§ 5. Remuneration and Payment Terms

  1. The remuneration for the services rendered is determined in the agreement or order that serves as the basis for commencing cooperation between the parties.
  2. The remuneration for the services rendered is stated in net amounts and does not include additional, unforeseen costs related to the provision of services.
  3. I.AM Agencja Marketingowa is entitled to change the amount of remuneration specified in the agreement or order attached to the GTC if the Client changes the subject or scope of the order.
  4. The payment deadline is specified on the VAT invoice issued by I.AM Agencja Marketingowa. The payment date is considered the date of crediting the payment to the bank account of I.AM Agencja Marketingowa.
  5. The Client authorizes I.AM Agencja Marketingowa to issue VAT invoices without the need for their signature by I.AM Agencja Marketingowa and the Client.
  6. The Client declares that invoices may be sent by I.AM Agencja Marketingowa to the email address indicated in the Agreement and that the lack of objection to the invoice within 3 days of its receipt will be deemed its silent acceptance.
  7. I.AM Agencja Marketingowa may request that the Client make immediate payment for the services rendered or provide a guarantee of payment within an agreed period.
  8. In case of late payment, the Client will pay statutory interest for delay in commercial transactions in accordance with Article 7(1) of the Act on Counteracting Excessive Delays in Commercial Transactions.
  9. Non-compliance with payment terms is considered a significant breach of the Agreement’s terms. It entitles I.AM Agencja Marketingowa to suspend the performance of the Agreement and to demand immediate settlement of all payments due from the Client, including those whose payment deadlines have not yet expired.
  10. I.AM Agencja Marketingowa has the right to declare withdrawal from the agreement if the Client delays payment, within one year from the day following the payment deadline indicated on the invoice.
  11. If the Client delays payment, I.AM Agencja Marketingowa is entitled to assign its claims against the Client to third parties and to charge the Client all costs incurred in connection with such assignment. In particular, I.AM Agencja Marketingowa may seek payment of discount costs from the Client, understood as the difference between the nominal value of the assigned claim and the price obtained for it.
  12. If I.AM Agencja Marketingowa becomes aware, after the conclusion of the agreement, of a significant deterioration in the Client’s financial situation that threatens the satisfaction of I.AM Agencja Marketingowa’s claims, it is entitled to demand their immediate satisfaction regardless of the payment deadline.
  13. The Client is not entitled to file any complaints, nor to return the subject of the agreement and demand a refund of the remuneration, nor to withhold payment for performed Agreements.

§ 6. Conditions for Service Execution

  1. I.AM Agencja Marketingowa may use the services of third parties and entities in the execution of the subject of the Agreement. I.AM Agencja Marketingowa is not responsible for the actions and omissions of the aforementioned parties.
  2. I.AM Agencja Marketingowa is not responsible for the documentation provided by the Client for the execution of services, nor for the non-performance or improper performance of services if it results from the Client providing defective documentation, false information, or incomplete data or documents. The Client accepts the possibility of a delay in the execution of services resulting from providing defective documentation, false information, or incomplete data or documents.
  3. If it is found that the documents provided by the Client do not comply with the order, change the subject of the order, or for any reason are unsuitable for the execution of the ordered service, I.AM Agencja Marketingowa reserves the right to change the remuneration, deadline, and other terms of the Agreement, or to withdraw from the Agreement within 30 days of stating the above circumstance.
  4. The time for order execution is specified each time in the Agreement concluded by the parties, while the order execution time starts from the moment the Client provides all materials necessary for the execution of the subject of the Agreement.
  5. The Client is entitled to submit corrections to the materials prepared by I.AM Agencja Marketingowa within a maximum of 3 days from the date of delivery of the subject of the Agreement. Failure to request corrections within the specified time is considered acceptance of the subject of the Agreement.
  6. I.AM Agencja Marketingowa undertakes to consider the submitted corrections within no more than 5 business days from the date of their submission.
  7. Within the price contained in the Agreement, the Client is entitled to twice submit a comprehensive set of corrections. Further corrections will be chargeable and settled according to the hourly rate of an employee qualified to make the specific corrections.
  8. I.AM Agencja Marketingowa is not responsible for errors detected after the Client’s acceptance of the subject of the Agreement.

§ 7. Warranty, Guarantee, and Liability Rules

  1. I.AM Agencja Marketingowa’s liability under the warranty for physical and legal defects of the performed service is excluded.
  2. I.AM Agencja Marketingowa does not provide a guarantee for the performed services.
  3. I.AM Agencja Marketingowa does not accept complaints or any returns.
  4. I.AM Agencja Marketingowa’s liability for non-performance or improper performance of the Agreement is limited to the actual damage caused solely by intentional fault, and this compensation cannot exceed the value of the order. Furthermore, I.AM Agencja Marketingowa is not responsible for the Client’s lost profits, incurred losses, increased operational costs, third-party claims against the Client, or consequential and indirect damages.
  5. In the event of the Client’s withdrawal from the Agreement, regardless of the reason, the Client bears the costs related to the services performed to date.
  6. The provisions of § 6 and § 4 section 13 apply to agreements where the other party is an entrepreneur.

§ 8. Contractual Penalties

  1. In case of the Client’s delay in providing the documents necessary for the execution of the subject of the Agreement or failure to meet any deadlines indicated in the GTC, Agreement, or appendices to the GTC/Agreement, the Client will pay I.AM Agencja Marketingowa a contractual penalty of 0.5% of the remuneration for each day of delay.
  2. In case of a breach of I.AM Agencja Marketingowa’s trade secret by the Client, I.AM Agencja Marketingowa is entitled to demand a contractual penalty of 50,000 PLN.
  3. In case the Client cooperates based on any legal or factual relationship with a current or former employee/collaborator of I.AM Agencja Marketingowa, I.AM Agencja Marketingowa is entitled to demand a contractual penalty of 100,000 PLN.
  4. The payment of the contractual penalty specified in sections 1, 2, and 3 does not exclude the possibility for I.AM Agencja Marketingowa to seek compensation exceeding the stipulated penalties. The penalties are payable within 7 days of the occurrence of the grounds for their calculation. The amounts specified in sections 2-4 above are payable for each violation.

§ 9. Copyright and Industrial Property Rights

  1. I.AM Agencja Marketingowa declares that it is the sole entity entitled to economic copyrights to the works created in connection with the execution of the Agreement and may freely dispose of them.
  2. I.AM Agencja Marketingowa, within the agreed remuneration specified in the Agreement by the parties, transfers to the Client economic copyrights to the subject of the Agreement and the right to dispose of the subject of the Agreement without territorial restrictions from the date the final amount of the remuneration is credited to its bank account. The transfer of economic copyrights includes the following fields of exploitation:
  3. fixation and reproduction of works without any restrictions, on any medium, using all available techniques, direct or indirect, in whole or in part, including:
  4. production and reproduction of copies or fragments of works (or any of their elements) using reprographic, magnetic recording, digital, photosensitive, audiovisual, optical, computer techniques regardless of the recording format and medium, size, form, technique, cover, type, and method of distribution or publication,
  5. introduction of works or fragments of works (or any of their elements) into the computer memory and multimedia networks, by any technique, including temporary/time-based/form, e.g., in RAM memory, temporary and permanent recording, copies of such recordings; archiving of recordings; to the Internet and internal networks, as well as transmission within these networks, including online mode,
  6. reproduction and fixation of works or fragments of works (or any of their elements) using digital and analog techniques on all electronic and analog media, in particular on CD-ROMs or CD-Is, DVDs, optical disks, magneto-optical media,
  7. reproduction and fixation of works or fragments of works (or any of their elements) using any devices, e.g., projectors, computers, video recorders, discretization technique – by scanning or converting to digital recording, in electronic (digital) recording including preparatory activities for making copies of works or fragments of works (or any of their elements), such as making a model;
  8. in the field of trading the original or copies on which the works were fixed – direct or indirect introduction of the original or copies of the works or their fragments (or any elements) into the trade using all available methods, techniques, and media, including:
  9. disposal through sublicensing, lending, leasing, or renting, making available based on other legal relationships,
  10. as a component of the activities of any entities, their know-how, or intellectual or industrial property objects, as well as when offering or selling any products and services, as well as in all informational, promotional, or advertising actions, as well as in all offer, commercial or promotional materials of any entities, and using any technologies and media described in the point above, in any activity.
  11. in the field of disseminating works in ways other than specified above.
  12. The Client grants I.AM Agencja Marketingowa permission to use the created projects for the promotion of services provided by I.AM Agencja Marketingowa, in particular, to present projects in the portfolio of I.AM Agencja Marketingowa before another client and on the agency’s website.
  13. The Client grants I.AM Agencja Marketingowa permission to use their logo or logotype for the promotion of services provided by I.AM Agencja Marketingowa, in particular, to present the clients of I.AM Agencja Marketingowa on the agency’s website.
  14. The Client undertakes to indemnify (release I.AM Agencja Marketingowa from liability) I.AM Agencja Marketingowa from potential claims in the event that third parties raise claims against I.AM Agencja Marketingowa for infringement of their copyright in connection with the materials (e.g., graphic materials) provided by I.AM Agencja Marketingowa by the Client.

§ 10. Force Majeure

  1. I.AM Agencja Marketingowa shall not be liable for any breach of the Agreement or for any failure or improper performance thereof if it was caused by a “Force Majeure Event”.
  2. A “Force Majeure Event” is understood as the occurrence of unforeseen events beyond the control of the party, which prevent the performance of the obligation. In particular, a Force Majeure Event includes events such as fire, flood, earthquake, war, or other types of disasters and natural calamities that prevent the fulfilment of the obligation.

§ 11. Trade Secret

The technology, materials, and methods used in the execution of services are legally protected trade secrets of Agnieszka Szklarczyk I.AM Agencja Marketingowa. Specifically, it is prohibited to investigate the methods used to perform the services, including the technology, methods, and all research that might reveal the technology used in the execution of the services. Violation of this obligation results in full liability for damages on the part of the Client.

§ 12. Personal Data

  1. The Parties declare that, in case of necessity to process personal data of representatives and employees of the Parties and other personal data held by the Parties:
  2. they will process personal data based on and in accordance with the requirements of the Act of May 10, 2018, on the Protection of Personal Data (Journal of Laws of 2016, item 922, as amended) and the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter referred to as “GDPR”);
  3. the purpose of processing personal data is the proper execution of the provisions of the Agreement. Personal data will be stored for the duration of the Agreement and for the period of limitation of claims under the Agreement;
  4. data may be disclosed to other entities only for the purpose specified in point b) above;
  5. Each Party has the right to request access to the data provided by the other Party, its rectification, deletion, or restriction of processing, the right to object to processing, and the right to lodge a complaint with a supervisory authority in the event of a breach of the rules and regulations on personal data protection.

§ 13. Immediate Termination of the Agreement

The Agreement may be terminated by I.AM Agencja Marketingowa immediately, before the expiry of the term for which it was concluded, for a valid reason, which in particular includes:

  1. gross violation by the Client of any provision of the GTC;
  2. gross violation by the Client of any provision of the Agreement;
  3. the occurrence of grounds for declaring bankruptcy, opening liquidation, or opening restructuring proceedings against the Client;
  4. being at least 30 days late with the payment of any part of the remuneration specified in the Agreement.

§ 14. Final Provisions

  1. The Parties agree that signed documents sent electronically (in document form) are binding, except for statements concerning the transfer of economic copyrights.
  2. The Client, unlike I.AM Agencja Marketingowa, may not transfer the rights and obligations under the Agreement to a third party without prior written consent from I.AM Agencja Marketingowa. The Client also may not transfer claims arising from the Agreement to a third party without the consent of I.AM Agencja Marketingowa.
  3. All legal relationships arising or potentially arising from this Agreement shall be governed by Polish law.
  4. All disputes arising from the implementation of this Agreement shall be resolved by the court having jurisdiction over the registered office of I.AM Agencja Marketingowa.
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