SALESBOOK PARTNERSHIP PROGRAM TERMS AND CONDITIONS

  • CONTENTS

    I. GENERAL PROVISIONS
    1. Salesbook Spółka Akcyjna with its registered seat in Rzeszów, address: Al. Józefa Piłsudskiego 32, 35-001 Rzeszów, entered into the Register of Entrepreneurs of the National Court Register maintained by the District Court in Rzeszów, 12th Commercial Division of the National Court Register under the KRS number 0000867947, Tax Identification Number [Numer Identyfikacji Podatkowej, NIP] 5170375196, share capital PLN 114,988.10, fully paid, (“Salesbook”), considers cooperation with the Partner in one or more of the following areas:
      1. Partner – the Partner promoting the application and providing ongoing support for the Application sales process in exchange for the remuneration determined according to the Terms and Conditions;
      2. Recommending Partner – one-off support for the Application sales process in exchange for the remuneration determined according to the Terms and Conditions.
    2. In any event, the only applicable terms and conditions shall be the provisions of the Terms and Conditions that apply to the scope of cooperation agreed upon by the Parties; however, if the context of specific provision does not require otherwise, the provisions regarding the “Partner” shall be applicable both to the cooperation upon the conditions set forth under item 1.1 and item 1.2.
    3. In no event shall the Partner have either a right nor an obligation to act as an intermediary in concluding contacts on behalf or for Salesbook. The Contract nor the Terms and Conditions shall in no event constitute a power of attorney, agency agreement, employment contact nor shall create any organizational unit between the parties, e.g. a civil partnership.
    4. The Partner shall independently determine their organizational form, model and method of cooperation, as well as the frequency of the activities they would be undertaking; such activities must however comply with the Terms and Conditions.
    5. The Partner represents and warrants that:
      1. they have the capacity to enter into legal transactions, have the authority to conclude the Contract and that concluding and performing the Contract they shall comply with the applicable law and not breach third party rights;
      2. are entering into the Contract as a professional, which implies having the skills, knowledge, resources and experience necessary for the proper performance of the Object of the Contract;
      3. without undue delay, i.e. not later than within 14 days, they shall notify Salesbook on any changes having impact on the truthfulness of the above statements or regarding the Partner’s identification or contact information;
      4. shall not in any way engage in any activities that may lead to a conflict between their interests and the interests of Salesbook or the Salesbook customer (prospect);
      5. know and shall comply with the standards set forth by Salesbook regarding the principles of soliciting or providing services to the customers or using the Salesbook brand, respectively, which shall also include applying the instructions and guidance provided by Salesbook.
    6. The Partner may provide their services both in Poland and abroad (without territorial restrictions). If the Partner’s place of residence or registered office is located outside the territory of Poland, Salesbook may request the necessary documentation, including, but not limited to a residency certificate, in order to correctly document the right to be exempted from flat-rate income tax collection, the so-called withholding tax, or allowing to apply the rate resulting from double taxation avoidance agreements. Any remuneration paid to the Partner may by reduced by the applicable taxes or other public law encumbrances that Salesbook is required to pay by operation of law.
    7. These Terms and Conditions are not an offer to contract. A Contract shall be concluded solely through an exchange of mutual express statements of will between the Parties, to be null and void unless made in writing or electronically (e.g. exchange of scanned signed documents); however, each Party may request a written confirmation of the Contract provisions to be sent to it without undue delay. Previous registration of a Partner candidate in any system made available by Salesbook shall not constitute a promise nor a guarantee that a contract will be concluded, but only a part of the process of information exchange between the Parties necessary to assess their intentions to enter into a contract.
    II. PRINCIPLES OF COOPERATION
    1. Object of cooperation
      1. The Partner, in exchange for the remuneration set forth in the Terms and Conditions and depending on the scope of cooperation, shall provide Salesbook with marketing services and services supporting sales of the Application, including, without limitation:
        a)promoting the Application and acquiring prospects for Salesbook that would be interested in buying the Application, within the scope agreed with Salesbook;
        b)arranging and conducting presentations of the Application and Salesbook services;
        c)supporting Salesbook's attempts to sell the Application, including receiving and transferring information and documents;
        d)supporting customers in submitting orders to Salesbook through the Application;
        e)performing other activities that are in line with the applicable law and the Terms and Conditions in order to build a positive image of Salesbook and drive demand for the Application.
      2. Other than by participating in the flow of documents, including offers and contracts (factual acts), between Salesbook and the prospect or customer, the Partner shall not be authorized to make or accept any statements of will on behalf or for Salesbook, including those giving raise to obligations on the part of Salesbook, nor to accept benefits/payments for Salesbook.
    2. Partner Responsibilities
      1. Obligations of the Partner when providing the Services shall include, but not be limited to:
        a)offering the Salesbook Application to customers according to the best of their knowledge, preceded with an ethical and professional advisory exercise and presentation of the Application’s functionalities;
        b)before entering into a contract with the customer, conducting analytical meetings, the purpose of which includes, but is not limited to building a proposed process that may be reflected in the Salesbook Application (does not pertain to the Recommending Partner);
        c)using solely the forms or the information on the Application functionalities or terms of use applicable at the time when the conversation with the customer takes place;
        d)transferring to Salesbook on an ongoing basis the information on customers’ orders and other documents necessary to establish or manage relationships with the customer;
        e)transferring to Salesbook on an ongoing basis any information significant for Salesbook in connection with the performance of a contract with the customer, also upon each request of Salesbook.
      2. When providing information on cooperation with Salesbook to a customer or a prospect, the Partner shall always make sure that:
        a)the proposal to cooperate with Salesbook is clearly delineated, transparent and not misleading;
        b)the proposal to cooperate with Salesbook is clearly delineated, transparent and not misleading;
      3. For the avoidance of doubts, the Parties acknowledge that the Partner shall especially not (unless allowed by the Terms and Conditions):
        a)make changes to the terms of use applicable to the Salesbook Application or Salesbook services, the content of orders or offers, payment due dates or the amount of Salesbook’s remuneration;
        b)grant reductions, rebates or discounts without consultation with Salesbook and getting Salesbook’s express prior consent;
        c)accept notifications of defects from customers, submit statements of will to customers in connection with accepting or rejecting warranty claims or other claims (regarding their substance or amount);
        d)submit or accept statements regarding contract performance;
        e)conduct advertising or promotional campaigns (for Salesbook or a third party) without consultation and the express prior consent from Salesbook regarding the form and scope of such advertising or promotional campaigns;
        f)offer the Application in a manner that does not conform with the Salesbook standards.
      4. The Partner shall be notified of trainings or meetings held by Salesbook or entities acting for Salesbook, where the participation of the Partner is mandatory for proper Contract performance.
      5. The Partner shall independently manage the time necessary to provide the services set forth in the Terms and Conditions, bearing in mind completion of the object of the contract concluded with Salesbook, respecting the deadlines agreed upon with the customers. At no time during the term of the Contract shall the Partner be under any obligation to provide services for a specific number of hours; instead, the Partner shall only be under an obligation to act with respect and in a professional manner towards the customers or prospects of Salesbook, taking care of the positive image/perception of Salesbook and of the Application.
      6. Activities under the Contract shall be performed at the Partner's or the customer's office or another location required for the proper performance of obligations.
    3. Salesbook obligations, Partner support, marketing/informational materials
      1. Salesbook, depending on the scope of cooperation, may provide the Partner with training and assistance in preparing for the proper performance of the Contract, upon the principles set forth in the Terms and Conditions. Within 30 days after the aforementioned activities are agreed upon, the Partner shall pay to Salesbook, based on an applicable VAT invoice, one (1.00) PLN gross as remuneration for the Salesbook provisions mentioned under item 10 and item 11 below.
      2. By the deadline and to the extent specified by Salesbook, Salesbook may – depending on the scope of cooperation:
        a)provide the Partner with training on soliciting customers and providing customer services, in the form and within the scope set forth by Salesbook (including e.g. a Salesbook representative participating in/attending the meeting with the first prospect in order to provide training);
        b)support the Partner with information regarding customer solicitation and customer service, especially through e-mail communication or by personally attending meetings with the customer;
        c)make available to the Partner the documents and the necessary informational materials to be used by the Partner when performing the contract (presentations, guides, templates etc.), at the same time granting the requisite licenses; the Partner shall also comply with the conditions of such licenses and other guidelines regarding the Partner’s use of Salesbook marks or trade marks (e.g. brand book);
        d)grant the Partner access to the Salesbook application for training and presentation purposes.
      3. Salesbook envisages the option of inviting selected Partners to participate in conferences and industry events. Salesbook may choose to cover the Partner's costs borne in connection with participation, e.g. connected with travel, meals and accommodation.
      4. When presenting Salesbook or the Application, the Partner must only use the materials provided to them by Salesbook. The Partner may present to the customer rules governing cooperation with Salesbook that differ from the materials received from Salesbook (e.g. in respect of the price, scope of services, deadlines) solely upon the prior express consent from Salesbook for the use of such specific information. The consent mentioned under the preceding sentence must be expressed in writing or by e-mail under pain of nullity.
      5. Remuneration set forth in the Terms and Conditions shall cover the Partner granting to Salesbook the right for Salesbook to use as part of the marketing of their products and services the information on cooperation with the Partner, including to use for that purpose the trade marks or other marks of the Partner (authorization / license within the scope justified by the aforementioned purpose, without territorial or time restrictions).
      6. Subject to the provisions of item 10.7 below, Salesbook shall have the right to undertake informational and marketing activities regarding the cooperation, including activities such as “case study”, Internet marketing, event marketing, advertising activities using mass media, advertising activities directed to a specific customer.
      7. the principles governing joint marketing activities executed by Salesbook and the Partner (joint advertising campaigns, joint participation in fairs etc.), including cost sharing, shall be agreed as part of ongoing communication between the Parties.
    4. Equipment
      1. Depending on the scope of cooperation, Salesbook declare that they are ready to make available to the Partner the equipment (including iPads) necessary to present to the customer the functionalities of the Application or other Salesbook services. These shall be made available based on a separate agreement with the Partner.
      2. If the Partner receives (under any title) a device (including an iPad) necessary to present the Application functionalities or other Salesbook services to a customer, the duties connected with the device, as well as the risk of its accidental loss or damage, shall transfer onto the Partner as of the moment of release of the device. If the device is lost or damaged, the Partner shall, among others, repay to Salesbook the value of the device (if lost) or the difference between the value of the device and its current catalog price (if damaged) or the documented repair costs.
    5. Partner relationship management data, customer assignment principles
      1. The Partner shall report, in an e-mail sent to partners@salesbook.com, each customer to whom the Partner offered or intends to offer the use of the Application (“Accounts”), as well as the contact persons for such customers (“Leads”).
      2. The Partner may work on reported Accounts (the Account is assigned to the Partner) only (under the pain of nullity) once Salesbook expressly confirms this by e-mail; Salesbook shall act with due diligence to grant such consent within 5 business days from receiving the Partner's report, if possible.
      3. Salesbook may also unilaterally decide to assign to the Partner an already existing Account and notify the Partner thereof.
      4. An Account and all its Leads may be assigned to only one Partner at the same time.
      5. Salesbook may not agree for an Account to be assigned to a Partner if, among other things:
        a)the Account is already assigned to another entity;
        b)the Account is already assigned to another entity;
        c)at the time the Partner provides services to 30 Accounts or more.
      6. An Account or Lead may be taken away from the Partner in the following cases:
        a)the Partner violates the provisions of the Terms and Conditions;
        b)the Partner is not active in respect of the assigned Account or Lead (which may be demonstrated, among others, according to items 12.8 – 12.10 below);
        c)at least 3 months have passed since the day when the Account or Lead was assigned to the Partner (booking). The aforementioned period may be prolonged if specifically agreed by the Parties;
        d)the contract between Salesbook and the Partner terminates;
        e)the customer requests for their Partner to be changed.
      7. The Partner shall solicit Accounts and Leads in a manner that is ethical, conforming to good practices and legal requirements, including but not limited to by means of: not contacting the Accounts and Leads assigned to another Partner about the Salesbook Application; obtaining effective consent for business communication for Salesbook before such communication is sent; properly performing the obligations under personal data protection law, including the notification obligations.
      8. The Partner shall inform Salesbook on an ongoing basis about any activities undertaken towards specific Accounts and Leads assigned to them. At least once a month, the Partner shall provide to Salesbook a report summarizing the activities by Accounts and Leads. The report shall include, but not be limited to the date when the conversations or meetings were conducted and the object of the resulting arrangements, and as far as possible also the Partner’s planned activities towards the specific Accounts. Salesbook shall have the right to contact a customer in order to verify whether the customer had a conversation with the Partner. The Partner shall provide the exact date, time and the contact person on the part of the customer with whom the business negotiations are conducted.
      9. Salesbook may at any time request information on the whole or part of the activities undertaken by the Partner towards a specific Account or Lead or request for all or part of the materials used by the Partner in communication with a specific Account or Lead to be provided to Salesbook, including those presented or transferred to the Account as well as any messages and responses from the Account. In any such case, the Partner shall transfer all the required information and materials without undue delay.
      10. The information, reports and materials mentioned above shall be provided via e-mail or in other manner agreed upon by the Parties.
      11. Lack of the consent to assign or unassign an Account shall mean lack/loss of the right to receive the remuneration mentioned under item 13 hereinbelow, irrespective of the activities undertaken by the Partner.
    6. Partner remuneration
      1. Subject to other provisions of the Contract, as remuneration for proper performance of the services set forth in the Contract, the Partner shall receive remuneration in the amount of (commissions shall not be combined):

        For the Recommending Partner:
        - the Partner, pursuant to the Terms and Conditions, reported the willingness to work with a particular customer;
        - pursuant to the Terms and Conditions, Salesbook confirmed the possibility for the Partner to work with the reported customer (including, but not limited to confirming that the customer has not been assigned to another partner nor was the addressee of activities undertaken by Salesbook or for Salesbook for the purposes of establishing cooperation);
        - the customer exhibited clear interest in establishing cooperation with Salesbook, which may be documented by the Partner;
        - the Partner provided Salesbook with the customer's contact details and other information necessary for the purposes of establishing a business contact and initiating sales talks in the form of an e-mail (otherwise being null and void);
        a)100% of the net subscription fee actually paid by the customer for the first month of the license for using the Application pursuant to a contract concluded by Salesbook with the customer that was introduced to Salesbook by the Partner, i.e. (jointly):
        b)100% of the net subscription fee actually paid by the customer for the first and second month of the license for using the Application pursuant to a contract concluded by Salesbook with the customer that was introduced to Salesbook by the Partner, pursuant to letter a) above and where additionally the customer shall pay a license fee for using the Application in advance for the period of twelve (12) months;

        For the Partner:
        - presented the Application and its functions to the customer (demo);;
        - presented to the customer the possibility to conclude a contract, including its terms and conditions, date and scope of implementation and the options/costs of implementation, which was approved by the customer (activities of the Partner themselves have led to the customer’s decision on how and on what terms they shall conclude a contract with Salesbook);
        - mitigated any possible objections of the customer/responded to any possible questions;
        - agreed with the customer as to the final form of the process that shall be reflected in the Application;
        c)100% of the net subscription fee actually paid by the customer for the first month of the license for using the Application pursuant to a contract concluded by Salesbook with the customer that was introduced to Salesbook by the Partner, i.e. pursuant to letter a), provided that the Partner additionally, except for introducing a new customer to Salesbook, fulfills the following requirements (jointly):
        d)100% of the net subscription fee actually paid by the customer for the first, second and third month of the license for using the Application pursuant to a contract concluded by Salesbook with the customer after the Partner has met the requirements pursuant to letter c) above and where additionally the customer shall pay a license fee for using the Application in advance for the period of twelve (12) months;
        Letters c) and d) shall not apply where the customer was granted a discount. In such a case, the Parties shall separately determine the amount of the Partner's commission, in writing or in the form of an e-mail (in an express form), otherwise being null and void. The Parties assume that the Partner's commission is higher, the lower the discount granted to the customer won with the Partner's support.
      2. The commission shall be due and charged based on the actual net prices paid by the customer (i.e. amounts decreased by any public law liabilities due on such remuneration, other than income tax due from Salesbook in Poland).

        The Parties may separately determine that the commission shall be charged on the subscription fees also for the next months of the license for using the Application, including, but not limited to where the Partner continues to perform activities related to the customer (such arrangements shall require written form or that of an e-mail, otherwise being null and void).
      3. Should Salesbook conclude a contract with the customer that would include an “in advance” settlement model for the period of more than twelve (12) months of using the Application or another model not covered under sections 1 and 2, the Parties shall separately determine the amount of the Partner's commission, in writing or in the form of an e-mail (in an express form), otherwise being null and void.
      4. For the avoidance of doubt, the Partner shall not be entitled to the remuneration mentioned under item 13 under circumstances that include, but are not limited to where a given customer has not been assigned to this Partner or if Salesbook or another Partner has undertaken activities in order to conclude a contract, about which Salesbook shall inform the Partner immediately.
      5. The Partner shall be required to duly document their activities justifying the amount of remuneration due and present the relevant documents to Salesbook upon Salesbook's request.
      6. The amount of the commission shall only be calculated based on the license fees for using the Application, even if Salesbook was entitled to other remuneration components under the contract with the customer, including e.g. for configuring the Application, providing equipment, training or additional works. Should a contract be concluded with the customer within a scope other than the license to use the Application, no commission shall be due.
      7. The Partner shall acquire the right to remuneration as of the moment when the customer actually pays the entire remuneration due to Salesbook on account of all the fees due to Salesbook, subject to the next sentence. Due to the potential legal or actual limitations in enforcing remuneration from customers, including, but not limited to cases resulting from the applicable statute of limitation period for claims, the Partner's remuneration shall not be due from the amounts actually paid by the Customer to Salesbook after two years as of their maturity date.
      8. The Partner shall be entitled to commission on contracts of the same type concluded with the customers obtained by the Partner, provided that they have complied with the terms applicable to such contracts, as described under item 13.1 above and there is documentary evidence proving this. This shall also refer to extending Salesbook’s object of the performance (in particular within the scope of the number of Application modules or number of users). Should Salesbook increase the amount of the license fees, this shall not affect the amount of the commission.
      9. The Partner shall be entitled to remuneration only based on the contracts concluded pursuant to item 13.1 above, only where these were concluded during the term of the Contract. The Partner shall be entitled to remuneration based on such contracts within the scope established pursuant to 13.6 above also upon termination of this Contract.
      10. The Partner may receive additional remuneration by way of a unilateral decision of Salesbook, to be confirmed in writing or in the form of an e-mail, otherwise being null and void.
      11. Where a Partner is an active VAT payer, the remuneration amounts mentioned under item 13.1 and 13.10 shall constitute net amounts and they shall be increased by the due VAT tax upon payment. In the case of Partners other than active VAT payers, the abovementioned remuneration amounts shall constitute gross amounts. In the case of Partners being natural persons not conducting business activity, the remuneration paid shall be decreased by due taxes and other public levies.
      12. The commission shall be paid to the Partner based on a VAT invoice or bill properly issued by the Partner, by way of a wire transfer to the Partner's bank account within 21 days as of delivering a valid VAT invoice or bill to Salesbook. The date of discharging the performance shall be the date when Salesbook's bank account is charged with the amount.
      13. Unless written or e-mail arrangements of the Parties stipulate otherwise, under the penalty of nullity, the remuneration calculated pursuant to item 13.1 above shall constitute the entire remuneration of the Partner for all the services performed pursuant to the Contract. The Partner shall not have the right to reimbursement of any expenses, including also those related to travel to the customer, incurred in relation to the performance of the activities covered by the Contract, unless the Contract directly stipulates otherwise.
      14. The Partner, being an entrepreneur, represents that the bank account indicated for settlement purposes was disclosed as belonging to the Partner in the electronic list of entities mentioned under Article 96b of the Act on the Goods and Services Tax dated 11 March 2004 (“White List”) and the entry remains up to date. The Partner shall immediately inform Salesbook about any changes in this regard. At the same time, Salesbook reserves that any payments, including remuneration, due to the Partner from Salesbook shall be paid only to the bank account of the Partner disclosed on the White List as of the date of executing the payment by Salesbook (if more than one account is disclosed, Salesbook shall have the right to choose the account to which they shall effect their payment, unless the particular account disclosed was also indicated by the Partner). If as of the day when Salesbook orders the payment to be effected there is no bank account disclosed for the Partner on the White List or in the case of any discrepancies between the representations of the Partner and the information disclosed on the White List, Salesbook shall be entitled to refrain from effecting any payments to the Partner until the disclosure of the proper bank account on the White List and receipt of the relevant notification from the Partner. For the period and due to the fact that Salesbook refrained from effecting payments for reasons mentioned under the previous sentence, the Partner, within the widest scope permissible under law, shall have no right to charge Salesbook with any fees, in particular statutory interest, penalty fees, damages etc.
    7. Sub-processing of personal data
      1. Salesbook represents that they are the data controller of the personal data of customers and business partners (including prospects), their employees and associates, as well as of the personal data of other people shared as part of performing contracts or prior to establishing cooperation.
      2. Salesbook hereby entrusts the Partner with the processing of personal data of the abovementioned categories of entities, within the scope specified below and orders the Partner to process such data and the Partner agrees to process such data in compliance with the legal acts (hereinafter referred to jointly as the “Legal Acts”) that are currently in force, i.e. at the moment of concluding the contract, and for its entire term, as well as in accordance with the Terms and Conditions.
      3. The Partner may process personal data only within the scope and for the purpose stipulated in the Terms and Conditions and where necessary to pursue this purpose, for the term of the contract.
      4. The Partner agrees to process personal data for the purposes of performing the contract, i.e. within the scope necessary to provide their services properly.
      5. The scope of personal data entrusted for processing includes: identification data, contact details, job position details and professional qualifications, business activity data and other personal data provided in relation to the cooperation or contact.
      6. Duties of the Partner shall include, but not be limited to:
        a)processesing the personal data only based on documented instructions from Salesbook, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by virtue of the Legal Acts; in such a case, the Partner shall inform Salesbook of that legal requirement prior to processing, unless the Legal Acts prohibit the provision of such information on important grounds of public interest;
        b)ensuring that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
        c)implementing any and all measures required under the Legal Acts, including, but not limited to the technical and organizational measures to protect the personal data being entrusted, appropriate to the risks and category of data being protected, and in particular to protect data against their unauthorized disclosure, takeover by an unauthorized person, processing with the violation of Legal Acts, any change, loss, damage or destruction;
        d)implementing any and all measures required under the Legal Acts, including, but not limited to the technical and organizational measures to protect the personal data being entrusted, appropriate to the risks and category of data being protected, and in particular to protect data against their unauthorized disclosure, takeover by an unauthorized person, processing with the violation of Legal Acts, any change, loss, damage or destruction;
        e)with due consideration to the nature of the processing, assisting Salesbook through the appropriate technical and organizational measures, insofar as this is possible, in the fulfilment of the controller’s obligation to respond to requests for exercising the data subject’s rights, as laid down in the Legal Acts;
        f)with due consideration to the nature of the processing and the information available to them, assisting Salesbook in ensuring compliance with the obligations pursuant to the Legal Acts within the scope required by law;
        g)providing to Salesbook all the information necessary to demonstrate the Partner’s compliance as the personal data processor with the obligations laid down in the Legal Acts and allow for and contribute to audits, including inspections, conducted by Salesbook or another auditor authorized by Salesbook. The Partner shall immediately inform Salesbook if they believe that the instruction issued violates the Legal Acts.
      7. The Partner may entrust personal data, entrusted to them under the Terms and Conditions, to third parties only for the purpose set forth in the Terms and Conditions, subject to the Terms and Conditions and the Legal Acts, upon obtaining prior written consent of Salesbook in a written or documented form, otherwise being null and void.
      8. In the case of the sub-processing mentioned above, the Partner shall ensure that the same data protection obligations as set forth in the Terms and Conditions are imposed on the third party. Should the third party fail to comply with the data protection obligations mentioned under this section, the Partner shall be held fully liable towards Salesbook.
      9. Should the Partner store personal data or their copies in a computer system or on other carriers, following the termination or expiry of the contract, at Salesbook's discretion, the Partner agrees to: immediately return to Salesbook or permanently delete the entrusted personal data and confirm it by means of a relevant certificate, and remove all their copies, immediately but not later than within 10 business days as of the expiry or termination of the contract, unless the Legal Acts require such data to be stored.
    III. MISCELLANEOUS
    1. Term and termination of the Contract
      1. The Contract is concluded for an indefinite period of time.
      2. Either Party may terminate this Contract with 3 month's notice, which shall also be applicable to Contract termination for important reasons.
      3. Each Party may terminate the Contract without notice due to the other Party's failure to perform significant obligations in whole or in a significant part, including in the case of a major breach on the part of the other Party, unless the Party stops such behavior within 7 days as of receiving a request from the other Party to perform the Contract properly, including a list of violations.
      4. Salesbook may suspend the Partner’s entitlements arising from the Contract, including, but not limited to the right to use the brand, logo, Partner title, possibility to undertake other activities under the Contract, in the case of a justified suspicion that the Partner violates the provisions of the Contract or acts to the detriment of Salesbook. In such a case the Partner shall immediately suspend the performance of the Contract, except for undertaking activities necessary to discharge their legal or contractual obligations towards third parties. The Partner shall be immediately informed about the suspension and its causes. The Parties shall immediately initiate negotiations in order to explain the circumstances constituting the grounds for suspension.
      5. A notice of Contract termination or Contract termination without notice shall require written or documented form, otherwise being null and void.
      6. Termination of the Contract by either Party pursuant to the provisions of this item shall exclude the responsibility of such Party for the effects of Contract termination.
    2. Information confidentiality and license
      1. The Partner shall maintain strict confidentiality of any and all technical, technological, organizational, financial, commercial or other information that holds business value, relating to Salesbook and its products or services, as well as the affiliated entities of Salesbook, customers of Salesbook (including prospects) and any other matters, events and processes related to Salesbook, in respect to which the Partner obtains information in connection with or during the performance of the contract, including also in particular the information obtained from Salesbook's customers (including prospects). Should a Salesbook customer (including prospects) request so, the Partner shall sign an appropriate confidentiality agreement directly with the customer on their own behalf.
      2. The Partner shall secure any information specified under item 16.1 above against disclosure to unauthorized parties and they shall not use it for any other purpose that is not directly related to the performance of the Contract. The Partner shall also not make any copies nor photocopies of such information in excess of what is directly necessary for the performance of the Contract. The Partner shall not be entitled to use the information concerning or belonging to one customer or prospect in order to act in dealings with or for another customer or prospect.
      3. The Partner acknowledges that as a standard Salesbook executes confidentiality agreements with customers. Should any circumstances arise that would justify the assumption that a particular use of the information mentioned under item 16.1 by the Partner may breach the confidentiality obligation imposed on Salesbook pursuant to a separate legal relationship with a third party, the Partner shall refrain from taking such action. Circumstances justifying the assumption mentioned above include, but are not limited to the competitive nature of business activities of the prospect and customer covered by the information that the Partner intends to use. The above-mentioned actions of the Partner shall require previous consent of Salesbook, to be expressed in writing or in a documentary form, otherwise being null and void.
      4. The confidentiality status of individual pieces of information shall be decisive for the confidentiality obligation. Unauthorized public disclosure of information shall not cause its confidential nature to be lost.
      5. Should Salesbook provide technical, technological, organizational, financial, commercial (including those relating to the customer/counterparty base) or other information that holds business value as part of the contract and make their use by the Partner possible, this shall be pursuant to a license (know-how license) granted solely for the purposes of the performance of the contract by the Partner and solely in cooperation with Salesbook (and for such period). This shall apply also to the information obtained by the Partner during the term of the contract and during the performance of the contractual obligations.
      6. The Partner shall not use any marks related to Salesbook (or its affiliated companies), any marks similar to them and materials concerning Salesbook (or its affiliated companies) in any materials, including advertising or informational materials, without the previous consent of Salesbook. The above provision shall not apply to the intended use of the materials provided to the Partner by Salesbook during the term of the contract.
      7. After the end of the term of the contract, as well as upon the request of Salesbook, the Partner shall return to Salesbook any unused materials within seven days as of the end of the term of the contract or the receipt of the appropriate request, as well as return or destroy (at Salesbook's discretion) any copies of confidential information mentioned under item 16.
      8. The obligations set forth under this item 16 shall apply for the entire term of the Contract and for 10 years following its termination, which shall not exclude the Partner's obligation to maintain confidentiality of the personal data provided to them for processing or company secrets of Salesbook also after this period (if they are still in the Partner's possession).
      9. Should the Partner breach the obligation set forth under this item, the Partner shall pay Salesbook a contractual penalty in the amount of PLN 50,000 (in words: fifty thousand zloty). The contractual penalty specified shall be paid for each breach, upon the first request of Salesbook, within 21 days. This shall not exclude the right to damages in the amount exceeding the above-mentioned amount.
      10. The Partner acknowledges that the information and materials to which they will obtain access in connection with the execution of the Contract, including also the ones obtained by them for Salesbook, are subject to legal protection not only pursuant to the confidentiality obligation covered by this item, but also pursuant to law, therefore, their use or disclosure may lead to criminal or civil-law liability. In particular, the information that constitutes business value for Salesbook or its customers, including, but not limited to information concerning the customer, prospect or counterparty base, shall be subject to protection as personal data or company secrets of Salesbook. Therefore, the Partner is aware that, in certain cases where they breach their obligations in relation to the protection of confidential information, including in particular the personal data of customers, or the prohibition to use it for any purposes other than the performance of this Contract, the Partner may be subject to civil-law or criminal liability, in particular pursuant to the following provisions:
        a)Article 266 paragraph 1 of the Polish Criminal Code that stipulates liabilty for unauthorized (in particular contrary to this contract) disclosure or use of confidential information (criminal liability);
        b)Article 266 paragraph 1 of the Polish Criminal Code that stipulates liabilty for unauthorized (in particular contrary to this contract) disclosure or use of confidential information (criminal liability);
        c)Articles 79 and 115–118 of the Polish Act on Copyright and Related Rights that stipulates liability in particular for unauthorized recording and sharing the materials protected by copyrights, owned by Salesbook (liability for damages or criminal liability);
        d)Article 11 of the Polish Act on Combating Unfair Competition that stipulates liabilty for unlawful disclosure, use or acquisition of Salesbook's confidential information.
    3. Miscellaneous
      1. Salesbook is the controller of the data provided to it in relation to the execution and performance of the contract, e.g. of contact persons or employees/associates of the Partner. Detailed information on the rules for personal data processing by Salesbook is available on Salesbook's website: https://www.salesbook.com/.
      2. The Partner represents that they and the persons whose data they provided have reviewed the rules for personal data processing by Salesbook and shall ensure that the persons whose data will be provided during the performance of the contract will review this information in due time.
      3. In each case where the Partner uses any third parties, the Partner shall impose on these parties obligations similar to the obligations arising for the Partner pursuant to the Contract as reasonable in respect to the scope of activities entrusted to such parties. The Partner shall be liable for the actions or omissions of these parties (including any possible subcontractors) as for their own actions or omissions. Salesbook shall have the right to object to the Partner using any subcontractors whose engagement might breach justified interests of Salesbook and the Partner shall respect such an objection.
      4. Salesbook reserves the right to amend these Terms and Conditions at any time. Any amendments shall become effective upon the lapse of thirty (30) days from the day of sending information about such an amendment to the e-mail address of the Partner. During this time, the Partner shall have the right to terminate the contract and, in such a case, the Contract with its current wording shall be terminated upon the lapse of the termination notice period. The Terms and Conditions may be amended in particular in the case of the occurrence of one of the reasons specified below:
        a)amendment of the legal provisions stipulating the provisions covered by the contract, including any amendment affecting the mutual rights and obligations set forth under the contract or change to the interpretation of the above-mentioned legal provisions as the result of court judgments, decisions, recommendations or directions of offices or bodies competent in this respect;
        b)change of the scope or conditions of Salesbook’s offer for customers, including the manner of providing service or the price for services, in particular caused by the introduction of new or modification or withdrawal of existing functionalities of the Application or services;
        c)technical or technological considerations, including Application development.
      5. In any case, Salesbook’s liability towards the Partner in relation to the execution, performance or termination of this contract shall be limited only to the direct, actual damage (excluding liability for lost profits and indirect damages) caused by culpable action of Salesbook.
      6. The Partner must not transfer any receivable related to this contract to any third party without Salesbook's consent. Such consent must be expressed in writing under pain of nullity.
      7. The Partner must not deduct any of their receivables from Salesbook's receivables due under this contract.
      8. Any and all disputes resulting from this contract shall be settled by the court competent for the Capital City of Warsaw. Any matters arising out of or in connection with this contract shall always be subject to the jurisdiction of Polish courts.
      9. Any and all disputes resulting from this contract shall be settled by the court competent for the Capital City of Warsaw. Any matters arising out of or in connection with this contract shall always be subject to the jurisdiction of Polish courts.
      10. The Contract, together with the Terms and Conditions, constitutes the entire agreement between the Parties, in particular the Contract does not include any contractual templates nor terms and conditions used by the Partner (the Parties directly exclude their application). The arrangements made between the Parties shall supersede the respective provisions of the Terms and Conditions only when the Parties intent to modify the provisions of the Terms and Conditions results from the circumstances and gives raise to no doubts. If the Contract has been executed in two or more language versions or has been translated into any language other than Polish, the text in Polish shall prevail (including in respect to the meaning of the specific terms used in the contract).
      11. Any arrangements made orally (also by phone) between the Parties shall require confirmation in writing or in a documentary form (e.g. by e-mail or fax) no later than within 24 hours after they are made, otherwise being null and void.
  • We are a Polish-British startup developing a system to conduct effective sales conversations.

    Salesbook is an innovative sales and presentation tool for mobile teams whose task is to reach the customer, analyze his needs and present and configure the product. The system was created in Poland and with the help of external Venture Capital investors, we've set sail in the deep blue ocean. Today Salesbook is used by top tier international companies globally.

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