1. APPLICATION
1.1. These General Terms and Conditions of Service (the “General Terms”) govern the relationship between THEP Spółka z ograniczoną odpowiedzialnością, operating under the brand PROTEGRA (the “Company”, also referred to as “we”, “us” or “our”), and any person or entity that orders, uses, or intends to use our services (the “Client”, “you” or “your”). By ordering our services, or by otherwise engaging us, the Client is deemed to have read, understood and accepted these General Terms.
1.2. The Company is registered in Poland, KRS 0001182451, NIP 5253053236, REGON 542200222, registered address Chmielna 26, lok. 65, 00-020 Warszawa, Poland, e-mail office@protegra.io.
1.3. These General Terms set out the central principles common to the way in which the Company and the Client cooperate. Where the Company and the Client sign a separate order, engagement, statement of work or other individually negotiated document (the “Special Conditions”), the Special Conditions, together with these General Terms and any annexes, constitute one binding agreement (the “Agreement”).
1.4. In the event of any conflict between these General Terms and the Special Conditions, the Special Conditions shall prevail. These General Terms take precedence over any standard or other terms of the Client, unless the Company has expressly agreed otherwise in writing.
1.5. The engagement is usually formalised by signing the Special Conditions. Where permitted by applicable law, the engagement may also be formed in another manner, for example by e-mail or by the Client’s confirmation of an offer, in which case these General Terms apply in the same way.
1.6. We provide services subject to applicable law. We are not obliged to provide services in a manner that would breach applicable law, regulatory requirements, or our internal compliance policies.
2. DEFINITIONS
2.1. “Services” means the services ordered by the Client and provided by the Company under the Agreement, including, where applicable, consulting, advisory, company formation and registration support, licensing support, and related administrative and support services.
2.2. “Assignment” means a specific matter, task or question handled by the Company on behalf of, or at the request of, the Client.
2.3. “Electronic Data Exchange” means information exchanged between the parties by electronic means, including e-mail (where an e-mail address is stated in the Agreement) and, where the parties’ systems are configured for it, direct data exchange between IT systems.
2.4. “KYC” means the “Know Your Customer” process by which the Company identifies and/or verifies the identity of its Clients and related persons in order to comply with applicable anti-money-laundering and counter-terrorist-financing law.
3. PRINCIPLES OF PROVIDING SERVICES
3.1. At the outset of an Assignment, the parties agree on the scope of the Services in the Special Conditions. The scope may be amended only by written agreement between the parties. The Services are based on the facts and information of the specific Assignment as provided by the Client. General information, consultations or clarifications provided informally or made publicly available, without a detailed analysis of documents and circumstances, do not constitute a formal opinion or advice.
3.2. We provide the Services on the basis of the information and instructions given by the Client. The Client must provide us with all relevant information and documents necessary to perform the Assignment and must inform us of any change in the relevant facts or circumstances. We provide the Services on the assumption that all information and documents provided to us by the Client in connection with the Assignment are valid, accurate, correct and complete, unless the Client expressly indicates otherwise. We are not responsible for any loss arising from information provided by the Client being incomplete, inaccurate or misleading.
3.3. Our advice, opinions and other work results are provided solely for the Client’s use and only for the purpose for which they were requested. Unless we agree otherwise in writing, no other person may use or rely on our advice or work results, and the Client may not use them for any other purpose.
3.4. Unless otherwise agreed, after the completion of an Assignment we are not obliged to update or amend any advice, document, opinion or other material produced in the course of the Services to reflect any subsequent change in law, its interpretation, case law, or any other circumstances.
3.5. The Company acts as an independent service provider. Nothing in the Agreement gives either party the power to direct or control the day-to-day activities of the other, or constitutes the parties as employer and employee, partners, joint venturers or co-owners.
3.6. We provide the Services only in so far as they do not fall within any activity that is licensed or otherwise restricted and that the Company is not entitled to carry out under applicable law. Financial, accounting, technical, tax and other non-advisory or specialist consultations do not form part of the Services unless expressly agreed in writing in the Special Conditions and only to the extent so agreed.
3.7. Where the Client so agrees, and provided any authorisations granted are not exceeded, we may engage third parties, including external advisers and foreign service providers, to provide all or part of the Services where this is required or arises from the nature of the Assignment. The Client authorises us to disclose to such third parties the information and documents required to perform the Services. The Client remains responsible for paying the fees and other charges of such third parties, and we do not accept liability for advice or services provided by them.
3.8. Unless expressly agreed otherwise in writing, all intellectual property rights arising in materials prepared by the Company in the course of performing an Assignment belong to the Company. The Client is entitled to use such materials only for the purpose for which they were provided.
3.9. The Client is deemed to have accepted the Services or work results if the Client does not submit a reasoned written objection regarding their quality, conformity or other aspects within 5 (five) working days of their delivery.
4. COMMUNICATION AND CLIENT INSTRUCTIONS
4.1. Unless otherwise agreed in writing, communication takes place orally, in writing and/or by Electronic Data Exchange. Assignments and instructions are deemed received by us upon receipt of the relevant written notice, e-mail, or signed Special Conditions.
4.2. Unless the Client instructs us otherwise, we provide the Services on the assumption that the Client’s managers, contact persons, employees, consultants or other related persons who usually give us oral or written instructions are duly authorised by the Client to do so.
4.3. The Client may appoint or cancel authorised representatives or contact persons and must inform us of any such change in writing. We are not liable for any loss suffered by the Client as a result of acting on the instructions of any such person, provided we have acted in good faith.
4.4. Where there is more than one person authorised to give instructions and we receive conflicting instructions, we may decline to act until a consensus is reached, and may suspend the Services until then.
4.5. The parties are aware of the risks associated with electronic communication: messages may be delayed or lost, and confidential or personal information may be intentionally or unintentionally modified, deleted or disclosed to third parties. Neither party is liable for such risks, provided that it has taken all reasonable precautions to avoid them. Where a message is important, urgent or sensitive, the sender should confirm by other means that it has been received.
4.6. The Client must, on its own initiative and promptly, provide all documents relating to the Assignment. We may suspend the Services until we receive the documents or explanations necessary to perform them, in which case the time for performance is extended accordingly.
5. OBLIGATIONS OF THE CLIENT
5.1. In cooperating with us, and at our request, the Client will promptly deliver documents, state its position, and perform any other acts necessary for the timely performance of the Assignment.
5.2. The Client must transfer to us only Assignments for which it holds all necessary rights and powers, and which, to the best of the Client’s knowledge, are lawful and justified.
5.3. The Client must, without undue delay and in any event within 3 (three) working days of receiving any interim or final work result, report, or invoice, notify us of any remarks or claims regarding the quality of the Services or the invoice.
5.4. While the Agreement is in force and for 6 (six) months after it ends, the Client and its related entities or persons shall not solicit or offer employment to any current or former employee of the Company who has worked directly or indirectly on the Client’s Assignments, where that employee’s engagement with the Company ended less than 6 (six) months previously.
6. FEES AND INVOICING
6.1. Unless otherwise agreed, our fees are calculated according to the hourly rates applicable at the time the Assignment is performed or the project basis. The applicable rates are available from the person responsible for the Assignment. The parties may agree on a different fee structure, including a fixed fee, in the Special Conditions.
6.2. Fee estimates provided before work begins are based on the information available at the time, are indicative only, and do not constitute a fixed fee or a cap, unless expressly agreed as such. We may revise an estimate where the scope, timetable or volume of work exceeds, or is likely to exceed, the original assumptions.
6.3. Value added tax (VAT) is not included in our fees and, where applicable, will be added to all invoices at the applicable rate. The Client must provide its VAT number at the outset of the Assignment.
6.4. The Client additionally reimburses our direct expenses incurred in performing the Assignment, such as travel costs, state, registration and stamp duties, and expert or translation fees, provided such expenses were agreed with the Client. We may request an advance payment for substantial anticipated expenses.
6.5. Our fee is a liability of the Client irrespective of whether it is reimbursed to the Client by a third party (for example under an insurance policy or a court or arbitral decision).
6.6. Invoices are usually issued monthly and must be paid in full within 15 (fifteen) calendar days of the invoice date. We send invoices electronically (in PDF, Word or Excel format), without a physical signature, to the Client’s e-mail address. An invoice is deemed received when sent to the e-mail address stated in the Agreement or separately notified in writing by the Client.
6.7. If the Client requires a special invoice format or procedure, or the uploading of invoices or invoice data into the Client’s or a third party’s platform, we may charge a reasonable administrative fee reflecting the additional time required, of not less than EUR 50 per submission, unless the Special Conditions provide otherwise.
6.8. In the event of late payment, we may charge default interest of 0.03% of the outstanding amount for each calendar day of delay. We may also withhold delivery of any material prepared in the course of the Assignment until all overdue amounts have been paid.
6.9. We may change our hourly rates from time to time, giving the Client at least 30 (thirty) days’ prior notice. Assignments received after such notice are deemed to be given on the basis of the new rates. If the new rates are unacceptable, either party may terminate the Agreement in accordance with Section 10, without prejudice to the Client’s obligation to pay for Services provided up to termination.
6.10. If the Client objects to an invoice, it must notify us in writing within 10 (ten) calendar days of receiving it. If no objection is submitted within this period, the invoice is deemed accepted.
7. CONFIDENTIALITY
7.1. We treat information obtained in the course of an Assignment as confidential and will not disclose it, except where:
–the Client permits disclosure;
–the information is already in the public domain;
–disclosure is made to third parties who are unavoidably involved in the provision of the Services (for example banks, notaries or translators);
–disclosure is made to other advisers of the Client working on the same Assignment;
–disclosure is made to companies within the same group as the Company, or to their employees, directors, auditors or advisers involved in the Services; or
–disclosure is required by applicable mandatory law.
7.2. The Client must not disclose the content of our advice or work results to any third party without our prior consent.
7.3. This confidentiality obligation continues to apply after the termination of the Agreement. In providing the Services, we may use cloud-based and technology tools, including tools commonly referred to as “artificial intelligence”, subject to appropriate confidentiality safeguards.
8. PERSONAL DATA AND “KNOW YOUR CUSTOMER”
8.1. We collect, store, use and otherwise process personal data of the Client and persons related to the Client (for example employees, representatives, shareholders and ultimate beneficial owners) in accordance with all applicable data protection law, including Regulation (EU) 2016/679 (the “GDPR”) and applicable Polish data protection law. The processing is described in more detail in our Privacy Policy, available on our website, which the Client is invited to review and which may be updated from time to time.
8.2. The Client must inform us of any specific security measures required in respect of its personal data. In the absence of such notice, the Client agrees that the security measures we apply comply fully with applicable data protection law and the Client’s requirements.
8.3. Where necessary for the performance of an Assignment, we may transfer personal data to public authorities and to third parties involved in the Assignment (for example foreign service providers, other advisers, banks and notaries).
8.4. Before providing the Services, we have a legal obligation to verify the identity of the Client, its representatives and owners (including ultimate beneficial owners), and in some cases to clarify the origin of the Client’s funds and other assets, in order to prevent money laundering and terrorist financing. We may request relevant documents and information for these purposes.
8.5. Anti-money-laundering and counter-terrorist-financing law may require us to report suspicious Assignments to the competent authorities. Where the law so provides, we may be unable to inform the Client of any such suspicion or report, and may be prevented from accepting or continuing an Assignment.
8.6. The Client acknowledges that we may process the personal data of the Client, its representatives and owners for the purposes set out above, and undertakes to inform its representatives and owners of such processing. Where the Client provides us with data relating to third parties, the Client must ensure it has all necessary consents and powers to do so.
9. CLAIMS AND LIABILITY
9.1. If the Client is dissatisfied with the Services, it must inform the person responsible for the Assignment immediately after becoming aware of the circumstances giving rise to the complaint (a “Claim”). Every Claim must be submitted in writing, must include a clear description of the circumstances giving rise to it, and must attach any supporting evidence.
9.2. We are not liable for any Claim submitted more than 12 (twelve) months after the earlier of: (i) the day the Assignment is completed; (ii) the date of our last invoice for the Assignment; or (iii) the day the circumstances giving rise to the Claim became known, or ought to have become known, to the Client. If the Client does not submit a Claim within this period, the right to bring it is deemed to have expired.
9.3. Our liability to the Client is limited to direct and exclusively monetary loss, and shall not exceed double the amount of the fees actually paid by the Client for the Services from which the Claim arises. We are not liable for any indirect, special, consequential or incidental loss, punitive damages or penalties, loss of profit, revenue or opportunity, economic loss, or non-material loss including damage to reputation, honour or dignity. Our liability is reduced by any amount the Client obtains under any insurance or other contract to which the Client is a party or beneficiary.
9.4. We are not liable for any loss arising from a delay in, or failure to perform, any part of the Services caused by circumstances beyond our reasonable control, or where we are unable to start or continue work for such reasons.
9.5. We are not liable where the Client uses our advice, documents or other materials for a purpose other than that for which they were provided. We are not liable for services or advice provided to the Client by other external advisers or subcontractors, including where we engaged them on the Client’s behalf, provided the Client was informed of their engagement.
9.6. We are liable only to the person who entered into the Agreement with us and not for any loss caused to any other third party. Our agreement that a third party may rely on our work does not create any contractual relationship with that third party and does not increase our liability. Any amount we are required to pay to a third party correspondingly reduces our liability to the Client, and vice versa.
9.7. If, under applicable law, our partners, employees or other persons providing Services through us are made liable to the Client, the limitations of liability in this Section apply equally to them.
9.8. The limitations of liability in this Section apply to the extent they are not contrary to the mandatory rules of applicable law.
10. SUSPENSION AND TERMINATION
10.1. The Client may terminate the Agreement at any time by giving written notice at least 15 (fifteen) calendar days before termination. We may terminate the Agreement by giving written notice at least 15 (fifteen) calendar days before termination, provided there is a reasonable basis for doing so.
10.2. We may suspend or refuse the provision of the Services, and terminate the Agreement immediately, where required by applicable law, where the Client materially breaches the Agreement (including failure to pay), where there is a conflict of interest, where necessary KYC information has not been provided or renewed, or where in our opinion the Client or the Assignment poses an unacceptable compliance, reputational, financial or other risk to the Company.
10.3. The suspension or termination of the Agreement does not relieve the Client of its obligation to pay for Services provided and expenses incurred up to the date of suspension or termination. Such amounts become payable immediately on our request.
10.4. Unless otherwise agreed in the Special Conditions, the Agreement expires without separate notice 12 (twelve) months after the date of the last recorded work performed for the Client.
11. DOCUMENT MANAGEMENT
11.1. On completion of an Assignment, we may retain the relevant documents and work results for such period as we consider appropriate, and in any event for no less than the period required by applicable law. We may retain documents and work results in digital or paper form.
11.2. We are not obliged to retain original documents provided to us by the Client or a third party. We may return original documents to the Client at any time we consider appropriate, and the Client must accept them.
12. CHANGES TO THESE GENERAL TERMS
12.1. We may amend these General Terms from time to time. The latest version is published on our website. Amendments apply to our relationship with the Client from the first Assignment given by the Client after we have notified the Client of the change or published the updated version.
13. GOVERNING LAW AND DISPUTES
13.1. The Agreement and the provision of the Services are governed by and construed in accordance with the laws of Poland.
13.2. The parties shall use their best efforts to resolve amicably any dispute arising out of or in connection with the Agreement. Where a dispute cannot be resolved amicably, it shall be finally settled by the competent court of Poland having jurisdiction over the registered seat of the Company.
14. FINAL PROVISIONS
14.1. The Special Conditions and any annexes form an integral part of the Agreement. Terms used in the Special Conditions and annexes have the meaning given to them in these General Terms.
14.2. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision shall be replaced by a valid provision that most closely reflects the original intention of the parties.
14.3. The Agreement may be signed electronically. An agreement signed with a qualified or non-qualified electronic signature, or concluded by exchange of signed documents in PDF (or scanned) format, is valid and binding on the parties.
14.4. These General Terms are drawn up in the English language. Where a translation is provided and there is any conflict, the English version prevails.