SCOPE
1.1. Principles of cooperation
These General Terms and Conditions of Contracts, hereinafter referred to as the General Terms and Conditions; regulate the principles of cooperation between gaminco sp. z o. o. based in Katowice, registered in the National Court Register kept by the District Court Katowice-Wschód in Katowice, 8th Commercial Division of the National Court Register under KRS number 0000550925, NIP 2220898808, REGON 361133201 - hereinafter referred to as "gaminco" and a Customer who is not a consumer within the meaning of the Civil Code - jointly referred to as the Parties, and each individually a Party - in the scope of concluding and implementing all types of contracts regarding the services offered by gaminco.
1.2. Changes.
Any changes and additions to the content of the contract in relation to these General Terms and Conditions must be made in writing under pain of nullity.
1.3.Collisions.
In the event of a conflict between the Seller's General Terms and Conditions and a similar document used by the Buyer, the Parties jointly agree that the Seller's General Terms and Conditions will apply.
1.4.Discrepancies.
In the event of discrepancies between the provisions of the Agreement and the General Terms and Conditions, the provisions of the Agreement shall prevail. The Parties may also exclude the application of the General Terms and Conditions in part or in whole in the Agreement.
1.5. Scope of services.
Individualized services – are tailored to the needs of individual clients. gaminco performs activities that meet organizational needs, both in the field of complementary and substitute services. The scope of services provided is determined in the parties' agreement.
1.5.1. Service recipients
Gaminco provides business services for service companies in the medical industry, legal services for medical entities; commercial - servicing internet portals, cosmetics, tourism and hotels, international transport.
1.5.2. Types of services
Aimed at effectively and quickly solving the entrepreneur's problems in the legal, accounting and digital areas, securing his interests in contacts with contractors and state offices, also as part of intermediation. In particular, gaminco's experience in a holistic approach and the use of flexible methods and simplification of procedures is valued.
1.5.2.1. Consultations.
Consultation services are provided by lawyers, accountants, experts in the field of business management and finance, and IT specialists. The object of action are user information sets, as well as managerial decisions where a person is treated as part of a larger community when making decisions.
1.5.2.2. Implementations.
Gaminco implements services based on design plans in accordance with the order description in Point 2.2.
1.5.2.3. Permanent maintenance of Accounting Books. gaminco maintains Accounting Books in accordance with the Act of September 29, 1994 on Accounting, Chapter 2 [Journal of Laws 2023.0.120, consolidated text] for service entities from the SME segment.
1.5.2.4. Legal Services. gaminco offers comprehensive legal services to clients in the areas of legal consultations in various areas of law: preparation of legal opinions, participation in negotiations, registration of changes in the National Court Register, preparation of contract templates and other letters, representation in court in all types of cases and before offices, tax consultancy, advice on personal data protection, handling employee matters, debt collection, receivables.
1.5.2.5. Marketing Construction of websites, management of image campaigns, creation of strategies.
1.5.2.6. Organization of Business Events. Trainings, Presentations, Conferences, Study trips, Economic exchange
1.6. Reckoning
Services are billed based on the planned time at an hourly rate or according to the price list of individual activities. The cost of the service provided is provided by gaminco before concluding the contract, and the customer accepts this cost. Acceptance of the cost of the service is a condition for carrying out activities related to the implementation of the agreed scope within the agreed deadline.
CONCLUSION OF A CONTRACT
2.1. Proposal
Order proposals from gaminco are not binding and constitute only an encouragement to place a specific order.
2.2. Order
The order placed by the Customer is binding for gaminco if it is prepared or confirmed in writing and delivered by e-mail to the address indicated in the proposal presented by gaminco. And it contains all the necessary arrangements to provide the service.
2.2.1. Technical/design solution
You should describe the resources that require consultation, implementation, ongoing service or improvements at the client's disposal and indicate expectations.
2.2.2. Project deliverables
Below is a complete list of all project deliverables:
Deliverable Description
<Deliverable #1> <Short description>
2.2.3. Execution timeline
Key project dates are listed below. Dates are estimates (best guess) and may change until the contract is completed.
Description Start date End date Duration
<Project start>
<Checkpoint 1>
<Checkpoint 2>
<Phase 1 completed>
<Checkpoint 3>
<Checkpoint 4>
<Phase 2 completed>
<Checkpoint 5>
<Checkpoint 6>
<End of project>
2.2.4. Material provided
The materials that must be provided by the client for the project are specified. So that gaminco sp. z o.o. may have achieved project milestones, these materials must be delivered on schedule. The dates in the table below represent our best guesses based on currently proposed project dates:
Materials to be delivered by the Customer Deadline*
IMPLEMENTATION OF THE CONTRACT
3.1. Start of cooperation
Gaminco begins the implementation of the service ordered by the Customer on the day of signing the order delivered in accordance with the order placed in accordance with Point 2.2. General terms and conditions.
3.2. Payment
The day of payment by the Customer is the day of receipt of funds to the gaminco bank account indicated on the invoice.
3.3. Time
The duration and deadline for the service are strictly specified in the accepted performance order
3.4. Place
The place of performance of the service is generally the gaminco headquarters.
3.5. Cooperation
If the Customer's cooperation is necessary to perform the service, the lack of which makes it impossible to proceed further, gaminco has the right to withdraw from the contract with the Customer within 7 days, after the deadline set by gaminco for performing a specific action.
REMUNERATION
4.1. Payment
The remuneration due to gaminco for the performance of the subject of the contract is payable without any deductions in the amount specified in the order form plus VAT.
4.2. Currency
The remuneration referred to above is determined in Polish zloty.
4.3. Form
Payment is made by bank transfer to the account shown on the sales invoice.
4.4. Deadline
The invoice payment deadline is each time 7 days, unless the Parties agree otherwise.
4.5. Interest
In the event of a delay in payment on the part of the Customer, gaminco will charge statutory interest for delays in commercial transactions.
4.6. Recovery
Gaminco has the right to charge the Customer for the costs of actions of third parties authorized to recover the required receivables.
4.7. Deductions
The Parties exclude the possibility of setting off mutual receivables.
4.8. Receivables
The parties to the Agreement exclude the possibility of transferring receivables under the Agreement to third parties without gaminco's written consent.
SUBCONTRACTING
Execution of the Agreement with the help of third parties or entrusting the execution of the Agreement to third parties does not require the prior consent of the Customer. gaminco is liable for its own actions or omissions, for the actions and omissions of third parties with whose help it performs the Agreement, as well as for the actions and omissions of third parties to whom it entrusts the performance of the Agreement.
LIMITATION OF LIABILITY [FORCE MAJEURE]
6.1. Lack of cooperation or defects due to the customer's fault
Gaminco is not liable for excess labor time costs resulting from the customer's failure to deliver materials within the agreed deadlines.
6.2. Unintentional damage
Gaminco is not liable to the Customer for damage caused unintentionally or as a result of the Buyer providing incomplete, unreliable or false data and information.
6.3. Higher power
Force majeure means extraordinary and external events over the occurrence and duration of which the Party has no influence and which events or the effects of these events it was unable to prevent despite exercising due diligence. In particular, natural disasters are considered Force Majeure. Force Majeure does not include an event attributable to the Contracting Party or a third party for which that Party is responsible or a lack of financial resources, unless their lack results from the occurrence of Force Majeure. The Party that detects the occurrence of Force Majeure is obliged to immediately inform the other Party. Notice of the occurrence of Force Majeure must include a description of the circumstances of the event and, if possible, an assessment of its impact on the performance of contractual obligations, including the deadlines provided for in the Agreement.
6.4. Participation in damage
If the damage is caused by both gaminco and the Customer's fault, each Party is obliged to repair it to the extent to which it contributed to its occurrence. The Party affected by Force Majeure will take all necessary actions to limit the effects of Force Majeure in the performance of obligations arising from the Agreement. In the event of the cessation of Force Majeure, the Party will immediately notify the other Party thereof.
TERMINATION OF THE CONTRACT
The general terms and conditions include the following modes of terminating the contract:
7.1. Termination with immediate effect
The right to terminate the Agreement with immediate effect or the right to withdraw from the Agreement provided for in the Agreement is available to the Parties in the event of:
7.1.1. When the declarations, assurances, information submitted by the Customer or facts referred to in the Agreement, important for the implementation of the Agreement, turn out to be false,
7.1.2. Violation of the provisions of the contract by the Customer, in particular improper or untimely performance of the obligations arising from the Agreement by the Buyer, despite prior written notification to the Buyer of the intention to terminate or withdraw from the Agreement, setting an additional deadline to remove the violations and the ineffective expiry of this deadline,
7.1.3. Delay in providing the service under the contract of at least 21 days, except when gaminco is not responsible for the delay
7.1.4. The Customer's delay in payment of the remuneration due to gaminco exceeding 14 days from the payment deadline specified on the invoice, despite prior written notification to the Customer of the intention to terminate the contract with immediate effect and setting a final additional deadline for payment.
7.2. Withdrawal from the contract
The above provisions and the provisions provided for in the Agreement do not deprive the Ordering Party of the right to withdraw from the Agreement or terminate it in the cases provided for in the Civil Code or other legal provisions.
7.3. Completion ahead of schedule by mutual consent
In the event of premature termination of the Agreement, regardless of the legal basis, gaminco may demand remuneration for the completed part of the Agreement.
7.4. Within the notice period
The Party's declaration of termination or withdrawal from the Agreement, regardless of the legal basis, must be in writing under pain of nullity.
CONFIDENTIALITY & DATA PROTECTION
8.1 Without gaminco's consent, the Customer has no right to provide third parties with any information covered by commercial secrets or obtained as a result of business contacts.
8.2 Any information and materials (Confidential Information) provided to the Customer by gaminco and not publicly available should be treated as confidential.
8.3 The Client is obliged to prevent the disclosure of confidential information by current and future employees, associates and partners, even after the termination of the employment relationship and after their cooperation with the Client.
8.4 Notwithstanding the above, the Customer is obliged to immediately restore the lawful state as well as to prevent further breaches of confidential information.
8.5 The obligation of confidentiality does not apply where:
8.5.1. Confidential information is or has become publicly known in a way other than as a result of a breach of the General Terms and Conditions;
8.5.2 The Confidential Information was previously known to the Client from other sources, which can be confirmed beyond reasonable doubt as to both the time and the source of obtaining the Confidential Information;
8.5.3 The obligation to make Confidential Information available to third parties results from applicable legal provisions. The Customer is obliged to immediately inform gaminco of the receipt of the above-mentioned request, unless the provision of such Confidential Information is prohibited by law or by decision of the entity requesting disclosure of Confidential Information. The above-mentioned notification should be sent, if possible, before disclosing Confidential Information to the entity authorized to submit such a request;
8.5.4 A Client wishing to disclose Confidential Information must have written consent from gaminco specifying the scope and subject of the consent granted.
8.6 The obligation of confidentiality applies indefinitely. The execution or otherwise termination of the legal relationship between the Parties does not terminate the obligations described in this paragraph.
8.7 Each Party may request in writing the return of materials containing confidential information at any time. Within 7 days of receiving such a request, the obligated party will return the originals to the entitled party and destroy all written and electronic copies of this information, and within the same period submit a written declaration confirming the destruction of all copies of the returned information, unless the above action is impossible due to generally applicable legal provisions.
8.8 The Parties undertake to ensure compliance with the provisions on the protection of personal data. If, as part of the performance of the Agreement, it is necessary to process personal data provided by one of the Parties, the Parties will agree on the principles of their processing on the basis of a separate agreement.
8.9 Notwithstanding the above, in accordance with Art. 13 section 1 and 2 of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of personal data (GDPR), the Seller informs that the Administrator of the personal data of the Buyer, its representatives and employees, obtained in connection with the conclusion and performance of the Agreement is: Gaminco sp. z o.o. based in Katowice. Address for sending information about violations and requests for changes in the database: office@gamino.eu
8.10 Personal data of the Client, its representatives and employees will be processed:
8.10.1 Based on applicable legal requirements imposed on the Administrator (Article 6(1.c) of the GDPR)
8.10.2 Due to the legitimate interest pursued by the Administrator (Article 6(1.f) of the GDPR)
8.10.3 Due to the need to implement the Agreement between the Customer and gaminco (Article 6(1b) of the GDPR)
8.11 Personal data of the Customer, his representatives and employees may be made available to authorized entities and law firms, consulting companies, enforcement authorities and IT system providers with whom the Administrator cooperates.
8.12 The customer, his representatives and employees have the right to access their data and the right to rectify, delete, limit processing, the right to transfer data and the right to object to the processing of their data.
8.13 The customer, his representatives and employees have the right to lodge a complaint with the competent supervisory authority regarding the protection of personal data if they consider that the processing of their personal data violates the provisions of the GDPR.
COMPLAINTS
9.1. Reporting defects
As an entrepreneur, the customer has the right to report a defect to gaminco, i.e. to use the warranty, if the defect is discovered within two years of the service being provided.
The request should be made in writing, providing information about the service provided, date and scope. When submitting a complaint, please provide the date and customer details, indicate the scope of the complaint and indicate the demand towards gaminco.
9.2. Scope of complaints
In a written complaint, please provide and justify your request as follows:
Request for a price reduction - in the proportion in which the value of the defective service is in relation to the value of the non-defective service
The right to withdraw from the contract - resulting in the obligation to return mutually provided services - this right applies only in a situation where the defect of the service is significant, i.e. it was not performed on time in a manner consistent with the scope agreed in the order due to gaminco's fault and its intended use and properties.
Request for a service to be provided to the Customer free from defects.
9.3. Rules for considering complaints
Filing a complaint does not release the customer from paying the invoices resulting from the order. Correctly reported defect in the form of a written complaint in accordance with point 9.1. gaminco considers the matter within 14 days, and in the case of complex events requiring external arrangements, within an additional period of 30 days. gaminco provides the Customer with a response to the submitted complaint to the e-mail address provided in the Customer's complaint, with an indication of the decision to consider the validity of the subject matter and scope of the complaint.
CONTRACTUAL PENALTIES
The parties include provisions regarding contractual penalties in the contract in accordance with the following OHU terms
10.1. Payment deadline
The customer is obliged to pay the contractual penalties charged by gaminco within 14 days from the date of delivery of the debit note issued by gaminco. The note will be sent to the Customer to the e-mail address indicated in the Agreement for delivery.
10.2. Compensation
Gaminco is entitled to claim compensation exceeding the amount of the reserved contractual penalties, on general terms.
10.3. Nature of the provisions
The provisions regarding contractual penalties are provisions of an autonomous nature, and withdrawal from the Agreement or early expiry of the Agreement for other reasons, regardless of the legal basis, does not result in their loss of force.
GENERAL PROVISIONS
11.1. Competent court
Any possible disputes between the parties arising from the contract will be resolved by the court having jurisdiction over gaminco's registered office.
11.2. Applicable law
In matters not covered by these General Terms and Conditions, the provisions of the Polish Civil Code shall apply. In particular, in Title III "General provisions on contractual obligations" (Articles 384-396 of the Civil Code) and Title VII "Performance of obligations and the consequences of their non-performance" (Articles 450-486 of the Civil Code).