GENERAL TERMS OF OFFERING SERVICES BY DENTSU AEGIS NETWORK COMPANIES IN POLAND
1. FOREWORD
1. These General Terms of Offering Services (hereinafter "General Terms") set out the general principles of cooperation, negotiation and conclusion of agreements between Dentsu Aegis Network Group companies in Poland (hereinafter each called the "Agency") and Agency’s clients with respect to services provided thereto by the Agency.
2. These General Terms govern the rights and obligations of both the Agency and its Client, and constitute an integral part of each Order, provided that the Order refers to these General Terms.
3. These General Terms are freely available:
1) On the website - https://www.dentsuaegisnetwork.com/pl/en;
2) At the Agency head office;
3) Delivered by post or e-mail at the request of the person concerned.
2. DEFINITIONS
1. "Client" is the party thus identified in the Order.
2. "Agency" is an agency from the Dentsu Aegis Network Group indicated in the Order.
3. "Dentsu Aegis Network Group in Poland" is any company with its registered office in Poland directly or indirectly dependent on Dentsu Inc. at the given time (within the meaning of Article 4(4) of the Competition and Consumer Protection Act of 16th February 2007).
4. "Media" are any means serving to disseminate Advertising Materials, particularly television, radio, press, cinema, outdoor and indoor advertising and the Internet.
5. "Media Provider" is an entity which, within the scope of its business activity, is entitled to sell advertising time or space in the Media.
6. "Order" is an agreement for the provision of services concluded between the Client and the Agency, containing at a minimum detailed conditions for the provision of Services, a schedule for the provision of Services or its final date and the total net cost of the provision of Services, of which these General Terms are an integral part. An Order may be concluded on the basis and in the execution of a framework agreement or, in the absence of a framework agreement, may constitute an independent basis for the provision of Services.
7. "Services" are services provided by the Agency to the Client in accordance with the Order.
8. "Media Purchase" is the purchase of advertising time or space in individual Media with the intention of presenting the Client's advertisement on the basis of a Media Plan created by the Agency and confirmed by the Client, in accordance with the terms and conditions set out in the Order and these General Terms.
9. "Advertising Campaign" is the broadcast or display of Advertising Materials in individual Media related to a single product or a group of products.
10. "Media Plan" is a detailed plan for the broadcast or display of Advertising Materials. A Media Plan may be developed on the basis of and in performance of a framework agreement or Order, and if there is no such agreement or Order, it may constitute an independent basis for the provision of Services and replace the Order.
11. "Media Terms and Conditions" are the conditions offered by individual Media Vendors under which the Agency purchases advertising space.
12. "Territories" are the territories in which Services are to be provided.
13. "Materials" are any graphic design, advertising text, animation, sound production, video, graphic production, html or other code on a website, software, data, marketing strategy documentation, advertising materials and other creative or marketing materials.
14. "Previous Materials" are any Materials created, developed and/or provided by the Agency (or its licensors, agents or subcontractors) which: (i) existed prior to the commencement of the relationship with the Client, (ii) were developed independently of the Client, or (iii) were designated by the Agency as "Previous Materials" at the time of the commencement of the relationship with the Client.
15. "Ordered Materials" are any Materials ordered by the Agency from third parties for the purpose of providing Services to the Client.
16. "New Materials" are any Materials created or developed for the first time by the Agency, its employees or permanent associates specifically for (or on behalf of) the Client in connection with Services, and exclude all Previous Materials and Ordered Materials.
17. "Contents" are any Materials provided to the Agency by the Client or by any third party acting on the Client’s behalf in connection with Services, together with any advertising and/or other marketing materials, including but not limited to trademarks, designs, sound productions, videos, software, marketing strategy data and documents, and any content on the Client’s website to be used in connection with Services.
18. "Confidential Information" is any information disclosed (whether in writing, verbally or otherwise, directly or indirectly) by one party to the other, including but not limited to information relating to Services or any business plans of the counter-party, intentions, activities, processes, media plans, negotiated media purchasing terms, marketing research and data, product information, know-how, trade secrets, market opportunities and interests.
19. "Intellectual Property Rights" are all patents, copyrights, design rights, domain names, registered design rights, trademarks and service marks (whether registered or unregistered), know-how rights, database rights, trade secrets, confidential information rights and any other intellectual property rights worldwide, including:
1) All obtained and pending registrations related to any such rights and benefits from planned registrations; and
2) Any transfer of copyright and any extension or renewal of any such right.
20. "Working Days" - days from Monday to Friday excluding official holidays in Poland.
3. "CODE OF CONDUCT" OF THE DENTSU AEGIS NETWORK GROUP
1. The Agency conducts its business honestly and legally, and maintains the highest ethical standards to protect the interests of its employees, customers, shaeholders, stakeholders, the environment and the communities in which it operates. The Agency respects and observes all national and local laws and regulations in all markets where it operates, as well as international laws and regulations.
2. The Client undertakes to respect and comply with the values of the Agency and to act in accordance with these values in all business relations with the Agency, in particular on the basis of the following principles:
1) Employees
The Agency is an equal opportunities employer and does not discriminate against employees on grounds of age, sex, race, religion, nationality, sexual orientation, gender identity or expression, pregnancy or disability. The Agency provides employees with a safe, clean and civilized work environment and expects immediate reporting of all accidents, injuries, irregularities, incidents and hazardous working conditions. The Agency processes and protects personnel data in accordance with all applicable laws. The Agency respects and complies with all prohibitions related to the exploitation of child labour, forced labour or trafficking in human beings. The Agency does not tolerate harassment or discriminatory or offensive conduct of any kind in the workplace, consumption, possession, sale or distribution of illegal substances, or employees working under the influence of drugs or alcohol.
2) Clients
The Agency respects all applicable industry codes of conduct. Communications are conducted openly and transparently within boundaries marked out by trade secret concerns. The Agency conducts its business in accordance with the principles of fair competition; it treats as confidential any commercial and other sensitive information related to clients.
3) Shareholders and stakeholders
The Agency keeps accurate and fair records, and abides by financial reporting requirements. Its activities are conducted in accordance with international principles of good governance. The Agency takes all measures necessary to prevent money laundering in its units. The Agency does not use the Group’s funds or assets to make contributions to political parties or for political purposes. In no event shall the Agency offer, solicit, give or accept bribes in any form or for any purpose, either directly or through a third party, to or from any person, client, company, country, government official, other third party, or any representative of the aforementioned. The Agency and its employees do not offer or accept personal gifts, suggestions of entertainment, invitations to a hotel, restaurant or party, or services from any person with whom it conducts business, that would be inappropriate or of a value greater than reasonable, or that might cause, even if only theoretically, anyone to improperly perform their duties. The Agency does not trade in shares or any other equity securities on the basis of confidential information or transmit such information to others for the purpose of trading. The Agency does not take advantage of investment or corporate opportunities accessible by virtue of its professional engagement or participate in activities inconsistent with the interests of the Dentsu Aegis Network Group.
4) Community involvement
The Agency is committed to making a positive impact on the communities in which it operates and takes initiatives to promote sustainable development and greater social and environmental responsibility among employees, clients, suppliers and consumers.
4. SERVICES
1. The Agency provides marketing and advertising services, in particular consulting and planning services for Advertising Campaigns, planning, selection and purchase of Media, management of Advertising Campaigns, creative services, consulting, strategic consulting, planning, research and evaluation, as well as services related to the design of websites, applications, prototypes and other tools in the field of new technologies for the implementation of broadly understood marketing communication.
2. A detailed scope of offered Services is indicated each time in the Order, and Services are provided in accordance with the principles set out in these General Terms, if expressly so provided in the Order.
3. By submitting an Order containing a reference to these General Terms, the Client declares that he has familiarized himself with these General Terms and authorizes and commissions the Agency to perform Services in accordance with the Order. In exchange for the provision of Services, the Client is obliged to timely pay the Agency the agreed remuneration as well as agreed costs, including in particular the costs of Media purchase.
4. Services shall be provided only for the Client and for the purposes presented by the Client. They may not be used by any third party for any other purpose.
5. The Client may not refuse Services in the event of minor defects. In the event of delay or failure to accept Services for reasons beyond the control of the Agency, the Agency shall not be liable for damages incurred by the Client. Refusal to accept Services or reservations at the time of their acceptance should be reported in writing or by e-mail immediately, within three working days, along with an indication of the nature of the defect.
6. The commencement of the use of Services by the Client, in particular dissemination of Materials, shall be deemed tantamount to the acceptance of Services without reservations.
5. PURCHASE OF MEDIA
1. When providing Media Purchase Services, the Agency acts as a principal on behalf of the Client and not as the Client's agent with respect to transactions with Media Vendors and other third party suppliers ("Suppliers") in connection with Services, and places orders and concludes agreements with Suppliers in its own name and for its own account.
2. The Client acknowledges that the Agency concludes agreements with Media Vendors and Suppliers for the purchase of Media based on the Client's requirements as set out in the Order. In the event of a cancellation or change in Services or a change in the level of Services (as requested by the Client) ("Adjustments"):
1) The Agency is not obliged to make Adjustments unless it is able to do so to the extent permitted under the relevant agreements with Media Vendors; and
2) The Client shall remain solely responsible for all costs, fees and outlays incurred in connection with Adjustments, also in connection with any increased rates (including retroactive rates) and/or cancellation fees imposed by Media Vendors.
3) If an Advertising Campaign is cancelled for reasons attributable solely to the Client after the Media Plan has been prepared and transmitted to the Client by the Agency, even if the Media Purchase Order has not yet been filled out by the Media Provider, the Client shall be obliged to pay the Agency an amount equal to 100% of the Agency's remuneration which would have been due to the Agency if the Advertising Campaign had not been cancelled.
6. INTELLECTUAL PROPERTY LAW
1. The Client and his licensors, if any, owns and retains all Intellectual Property Rights to all Content.
2. The Agency and its licensors (if any) own and retain all Intellectual Property Rights to Previous Materials. The Client acknowledges that all Ordered Materials (including, without limitation, Intellectual Property Rights thereto) remain the property of Agency licensors. As part of provided Services, the Agency grants the Client within the payment of the fee set forth in the non-exclusive, non-transferable license specified in the Order to use Previous Materials for the purposes and to the extent necessary to receive Services in the Territories and to enable the Client to use and benefit from any such Previous Materials and Ordered Materials solely for the purposes set forth in the Order or in any Advertising Campaign plan ("License").
3. The License is granted to the Client on the following terms and conditions (and any additional terms and conditions as set forth in the Order). The Client may not:
a. Display or use Previous Materials in any way except as expressly authorized in the Order;
b. Copy, reproduce, modify or create derivative works, reproduce, decompile, disassemble or attempt to derive the source code for any Previous Materials, unless it is permitted by law and only to this extent;
c. Rent, lease, sell, sublicense, assign or otherwise transfer any Previous Materials to any third party;
d. Modify or remove any proprietary notices or legends placed on or in any Previous Materials; or
e. Display, modify or use Ordered Materials in any way prohibited by the original author or licensor of these Materials or communicated to the Client by the Agency.
4. Unless the Order states otherwise, provided that the Agency receives its due remuneration, it shall grant the Client an exclusive license to use the copyrights to New Materials for a period of three years from the date of their delivery to the Client in the territory of Poland, in the following fields of exploitation:
a. Permanent or temporary recording or multiplication in whole or in part with the use of any technique and on any medium, as well as production with any technique of copies, including by way of printing, reprography, magnetic recording and digital technique, as well as storing in the memory of a computer or another device;
b. Trading in the original or copies on which New Materials have been recorded or multiplied - marketing, lending, renting or leasing the original or its copies;
c. Other distribution than described in Item b - public performance, display, reproduction, broadcast (including transmission or retransmission) and rebroadcast, including by wired or wireless video or phono, by terrestrial stations, by satellite and interactive television, by cable, telecommunication or multimedia networks or by using other transmission systems (including the so-called "simulcasting" and webcasting"), in unencrypted or encrypted form, in open or closed circuit, in any technique (including analogue or digital), system or format, with or without recording, including in text, multimedia, web, telephone or telecommunication services, and any communication to the public making it possible to be received by anyone at the chosen place and time.
5. With respect to Ordered Materials, the Agency grants a license to the Client on terms specified in the cost estimate.
6. Upon their delivery to the Agency, the Client grants to the Agency, free of charge, a non-exclusive, non-transferable, royalty-free license to use the Content and New Materials in the Territories to the extent necessary for the performance of Services by the Agency, including the right to sublicense them to Media Vendors, Suppliers and subcontractors in connection with the performance of any part of Services. The license granted under this Item shall terminate when Services are completed or (if earlier) until completion of the Order to which the Content and New Materials relate.
7. AGENCY’S LIABILITY
1. The Parties undertake to cooperate in order to properly perform Services, and in particular to provide all necessary information, documents and Content (in the case of the Client) to the counter-Party, which are reasonably necessary to enable the receipt and provision of Services.
2. In providing Services, the Agency shall respect the interests of the Client known to the Agency and provide Services with the utmost care.
3. The Agency shall indemnify and hold the Client harmless from and against (i) any loss, damage or expense (including reasonable wages and expenses) incurred or drawn by the Client as a result of gross negligence or wilful misconduct on the part of the Agency in performing Services, or (ii) claims by any third party on account of infringement by the Agency or by a Client belonging to such third party any Intellectual Property Rights contained in New and Ordered Materials, provided that the aggregate liability of the Agency for any loss or damage arising from the provision of Services rendered to the Client is limited to the Agency's remuneration received by the Agency in connection with the activity to which the infringement relates during the twelve months preceding the date of the infringement.
4. The Agency shall exclude any liability to the Client for any indirect, incidental, special or consequential damages, including (but not limited to) lost profits in the form of, for example, loss of anticipated profits or savings, loss of orders, loss of revenue, goodwill, loss of or damage to data and/or similar losses, even if the Agency has been advised of the possibility of such loss or damage. Furthermore, the Agency shall not be liable to the Client on account of any claim for infringement of Intellectual Property Rights if such claim is based on (i) a breach by the Client of any of his obligations or warranties contained in the Order or in these General Terms, (ii) any acts or omissions by the Client or any other third party to whom New or Ordered Materials have been provided, which acts or omissions constitute a breach or negligence under the terms of any license or other agreement governing their use of New or Ordered Materials; (iii) the operation or use of New or Ordered Materials using patterns (designs), specifications or instructions not supplied by the Agency, or (iv) modifications of New or Ordered Materials by anyone other than the Agency, when an unmodified version of New or Ordered Materials would not be in breach of, or give rise to, a third-party claim.
5. Obligations related to holding harmless from indemnificatory liability shall apply only where the Client has promptly notified the Agency in writing of such indemnity claims, has granted the Agency exclusive rights of defence, management, negotiation or amicable settlement of such claims, and has provided all reasonably expected assistance in defending against such claims (at the Agency's expense).
6. The Agency is not obliged to disclose, and the Client has no right to request disclosure, of the terms and conditions of purchase of individual Media agreed between the Agency and the Media Provider or the Supplier, if they constitute a trade secret. The General Terms and Conditions of Rendering Services by Media Vendors and Suppliers are known to the Client and are always made accessible by Media Vendors or Suppliers on their websites.
7. The Agency has the right to refuse, withhold or cancel a confirmed Order or a binding offer to Purchase Media in the event that:
a. The form of advertising materials does not meet the technical requirements of the Media Provider; or
b. The advertising material is in conflict with legal requirements; or
c. The advertising material violates good morals, recognised ethical standards or may pose any threat to society.
8. The Agency excludes its liability towards the Client on account of a withdrawal or suspension of the release of advertising materials prepared by a third party and provided by the Client or an entity acting on his behalf, also as a result of a decision of the Media Provider or any court or administrative body. All costs related to such withdrawal or suspension of the release of advertising materials, including the Agency’s remuneration, shall be borne by the Client.
8. CLIENT'S LIABILITY
1. The Client shall be responsible for all arrangements necessary to access, receive and use Services and (where applicable) shall ensure having the appropriate and compatible hardware, network and software needed to receive Services.
2. The Client shall remain fully responsible for his marketing and advertising activities, and shall comply with all applicable local laws, regulations and codes of conduct.
3. The Client warrants and represents that no advertising and/or other marketing materials (including, but not limited to, trademarks, designs, sound productions, videos, software, data, marketing strategy documents and, where applicable, search engine advertising keywords) provided to the Agency by the Client and/or by any third party acting on his behalf, and no content on any website owned or operated by the Client in connection with the Services:
1) Is false or misleading, indecent, defamatory or unlawful;
2) Infringes any intellectual property rights of any third party;
3) Harms or adversely affects the operation of the website, computer network or other equipment of any third party or Media Provider.
4. With respect to any website created or maintained by the Client in connection with Services, the Client assures that the website shall contain a privacy policy compliant with applicable data protection laws.
5. The Client is responsible for the compliance of Advertising Materials with all applicable laws.
6. The Client is obliged to provide all technical and development documentation required by the Agency to publish the Client’s advertisements. The Client is obliged to examine and approve the quality of advertising instruments created by the Agency and check the content of the advertisement in order to identify any potential errors.
7. In the event of faulty execution of advertising due to reasons attributable to the Client's creative agency, e.g. reduced size of advertising messages, poor print quality due to the poor quality of printing materials, failure to deliver documents for printing or materials for publication in electronic media, the Client shall pay the price for the purchase of advertising space and pay the Agency the remuneration specified in the Order, as well as expenses incurred by the Agency in relation to the performance of its obligations under the Order.
8. The Client indemnifies and holds harmless the Agency and Dentsu Aegis Network Group companies, its employees and affiliates from all losses, damages or costs (including reasonable wages and reimbursable expenses) incurred or drawn by them as a result of a breach of their obligations under the above items. In particular, if the Agency incurs any loss or liability, the costs (including legal costs) or damages as a result of a third-party claim for infringement of that third party's rights by a Client's advertisement posted by the Agency with the Client's consent, including Intellectual Property Rights or privacy rights, the Client shall indemnify and hold the Agency harmless from any indemnificatory claim on account of such loss, liability, costs (including legal costs) or damage.
9. The Client hereby acknowledges that: (i) the publication of Content may be subject to the terms and conditions of the Media and undertakes to comply therewith, and (ii) the Agency and Dentsu Aegis Network Group companies do not act as personal data controllers with respect to any information on an identified or identifiable individual submitted by the Client to the Agency.
10. Client liability shall be excluded with respect to the loss of actual or anticipated income or profits, loss of contracts or any other losses or special, indirect or consequential losses or damages, no matter how created, and irrespective of whether arising from a prohibited deed (including by negligence) or otherwise, whether or not the loss or damage was foreseen, foreseeable or known, is excluded, unless otherwise expressly stated in these General Terms.
11. The Client is obliged to timely pay the Agency all its pecuniary receivables related to the provision of Services.
12. The Client acknowledges that, when Purchasing Media, the Agency shall respect the business terms offered by Media Vendors and Suppliers.
13. All instances of acceptance of advertising materials, sketches, scripts, shooting boards, photographic or film shots and other elements of advertising materials by the Client's representative are binding on the Client and the Agency in terms of further work on the advertising material. The Client shall be fully responsible for the impact of the acceptance of each production stage on the final appearance of the advertising material.
9. PAYMENTS
1. The Agency is entitled to the agreed remuneration in return for the provision of Services, and the Client is obliged to pay it on time.
2. Agency's remuneration shall not cover the costs which the Agency might incur by consulting any company or other institution, or for obtaining any documentation which may be required but is not available free of charge.
3. In addition to the fixed remuneration for the provision of Services, the Client is obliged to pay the price of purchase of time and advertising space indicated in the Media Plan (Media Purchase Costs).
4. Media Purchase Costs shall be calculated and paid based on the amounts accepted by the Client in the Media Plan. By accepting the Media Plan, the Client confirms the costs of Media Purchase indicated in the Plan and the amount of Agency's remuneration for the provision of Services, which the Client undertakes to pay in a timely manner. Media Purchase Costs become binding upon the acceptance of Client's Order by the Agency. Media Purchase Costs indicated in this way are fixed and final, unless they change owing to reasons beyond the Agency’s control, in particular owing to changes in the terms of providing Services by the Client or changes in the Media Purchase General Terms and Conditions.
5. Agency invoices are payable after their delivery to the Client within the deadline indicated therein or stated in the Order.
6. The Client is obliged to pay for Advertising Campaigns within the agreed time limit. Invoices shall be issued in accordance with an individually agreed schedule for each Advertising Campaign, provided that if the Parties do not establish such schedule, then cost invoices shall be issued separately for each Medium and Media Provider not earlier than on the last working day of the Advertising Campaign. However, when a given Advertising Campaign does not end within a calendar month, it is assumed that it shall be settled separately for each calendar month of its duration on the basis of VAT invoices properly issued by the Agency for a given month, but not earlier than on the last working day of the execution of the Advertising Campaign in the given calendar month.
7. The fee for cancellation, additional remuneration or fees incurred in connection with Adjustments shall be charged to the Client at the moment they become due and payable.
8. Client’s failure to meet payment deadlines entitles the Agency (at its sole discretion) to:
a. Request Client guarantees deemed adequate by the Agency to secure the settlement of current and future payment obligations; or
b. Suspend the provision of Services; or
c. Terminate all agreements and arrangements binding the Agency with the Client, after first requesting the Client to make the payment within an additional seven-day payment period. In such case, the Agency shall have the right to demand from the Client the payment of compensation and for damages incurred by the Agency as a result of the termination of cooperation through the fault of the Client, which does not exclude the right of the Agency to request the payment of contractual penalties as well as costs and other amounts incurred by the Agency up to the date of termination notice.
9. In the event of default on any payment dates, the Agency shall have the right to charge the Client statutory interest for delays in commercial transactions per each day of the delay, and the Client shall lose the right to request the Agency for reimbursement or for any rebate, discount and benefit if the Agency granted the Client any in the Order. Withdrawal from the rights indicated in this Item and in Item 8 above takes place at the discretion of the Agency, with the understanding that withdrawal from one or more Advertising Campaigns does not imply a waiver of the exercise of these rights in the future and cannot be interpreted as any exclusion or change in the terms and conditions of providing Services set out in these General Terms.
10. Agency's remuneration does not include any value added tax or other applicable turnover taxes, levies and fees, including but not limited to value added tax, advertising taxes or charges related to Services for which the Client is responsible and which he pays in full. If Client's error results in a forced exchange of the currency in which the Agency is paid, the Client undertakes to bear the financial burden of such forced exchange resulting from the implementation of negative exchange rate differences.
11. As a rule, the Agency draws for itself and then holds credit insurance of receivables awaited from the Client. If for any reason not related to the Agency such insurance is refused, withdrawn, modified or insufficient to cover Agency's receivables, the Client undertakes to ensure appropriate financial guarantees for himself, which he shall then grant to the Agency. If such guarantees are not available or if the Agency considers them insufficient to cover its receivables, the Agency may require a prepayment from the Client. If the Client does not wish or is not able to pay in advance or obtain appropriate (sufficiently high) financial guarantees, the Agency shall be entitled to (i) cancel existing Media reservations without being liable for any losses or additional costs incurred by the Client as a result of the cancellation, (ii) automatically suspend all its obligations on account of Media reservations and associated with the provision of Services, or (iii) terminate all agreements and understandings it has concluded with the Client.
10. CONFIDENTIALITY
1. Neither Party:
a. Can use any Confidential Information of the counter-Party unless it is necessary to performing or receiving Services, or exercising its rights under the Order;
b. Can disclose any Confidential Information of the counter-Party to anyone other than its own managerial staff, employees, agents, suppliers or subcontractors ("Recipients"), as permitted by these General Terms to the extent necessary to provide Services.
2. Both Parties shall ensure that Recipients who have or may have access to Confidential Information are notified of their respective confidentiality obligations and of their obligation to comply therewith.
3. Confidentiality obligations shall bind for five years after the end of the Parties’ cooperation.
4. The Client acknowledges that the terms and conditions negotiated by the Agency with Media Vendors and other Suppliers constitute a trade secret of the Agency and are not known to the public or Agency competitors, and that disclosing such information to third parties, including but not limited to any advertising agency or another provider of the planning and purchase of advertising time and space, or discussing such rates with the Media by Agency clients, may lead to the withdrawal of Media Vendors and/or other Suppliers from these arrangements. Accordingly, the Client undertakes, in the course of cooperation with the Agency and for five (5) years thereafter, to keep the terms and rates strictly confidential and to treat them as a trade secret and, without the prior written consent of the Agency, neither the Client nor any of his agents or employees shall disclose any information regarding these terms and rates to any third party, including but not limited to any advertising agency or another provider of the service consisting in planning and purchase of advertising time and space, and shall not contact any Media Provider or any Supplier to discuss the Media, nor shall use the information on the terms and rates for any other purpose than in connection with Services provided by the Agency.
5. The Client authorises the Agency to indicate him as its Client for the purpose of advertising and promotion of the Agency, especially in information drafted for the purpose of tenders in which the Agency participates.
11. DATA PROTECTION
1. For the purposes of cooperation between the Client and the Agency, personal data shall have the meaning given thereto in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals 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) and any other regulations, directives, decisions or guidelines on data protection or data privacy (EU personal data protection regulations), as well as national provisions in this respect ("Data Protection Regulations").
2. Each Party shall comply with the requirements of Data Protection Regulations applicable to it and with data protection principles laid down in Data Protection Regulations applicable to it in connection with Services.
3. With respect to any personal data provided by the Client and processed by the Agency or Dentsu Aegis Network Group companies as part of Services, the Agency shall act as the personal data processor and the Client shall act as the controller of personal data within the meaning given thereto in Data Protection Regulations.
12. ANTI-CORRUPTION REGULATIONS
1. Throughout the duration of their cooperation, the Parties undertake to perform their obligations and conduct their business in accordance with applicable laws, rules and regulations, including, without limitation, Polish legal provisions and UK Anti-Corruption Laws 2010, which prohibit the offering, promising or paying bribes or granting financial benefits to any company, directly or through intermediaries, for the purpose of obtaining or retaining business ("Anti-Corruption Laws").
2. The Client warrants that neither he nor any of his affiliates, i.e. any partner, agent, subcontractor, official, director or employee of the Client or any agent, subcontractor, officer or employee of any subsidiary of Client’s other entities, has engaged in any activity, practice or conduct that would constitute a criminal offence under any applicable Anti-Corruption Laws. In particular, the Client, neither in the past nor now, offers, promises, pays, solicits, seeks or obtains from any other company or person (including a public or government official) any financial or other advantage that leads to or is intended to cause another person to improperly perform his or her functions or activities in order to secure or retain a business advantage - and warrants the same with respect to related persons. The Client further warrants that neither he nor any of his affiliates shall offer, promise or pay any financial or other benefit to secure or retain a business advantage.
3. The Client represents, warrants and undertakes that neither he nor any of his partners, agents, subcontractors, officials, directors or employees, nor any agent, subcontractor, director or employee of Client’s subsidiaries has taken or shall take any action or make any payment in violation of the aforementioned laws and regulations, or which may lead to charging the Agency or any company in the Dentsu Aegis Network Group with a breach of Anti-Corruption Regulations, in particular the UK Anti-Corruption Act 2010, or any comparable law in any country from or to which the Service is provided by the Agency.
4. As part of his internal anti-corruption measures, the Client undertakes to implement procedures serving to assess the risk of appearance and to monitor and prevent a violation of Anti-Corruption Regulations by himself or related parties. The Agency has the right to require the Client to make these rules and procedures available to it, and if the Agency finds that the Client does not have any such rules and procedures, it has the right to terminate its cooperation with the Client.
5. The Client undertakes to cooperate with the Agency in fighting bribery and all forms of corruption, in particular by informing the Agency of all cases of bribery and all forms of corruption identified or presumed in the relationship between the Client and the Agency, and, if necessary, take or facilitate taking the measures necessary to prevent bribery and all forms of corruption.
6. The Client shall immediately inform the Agency of any family, business or other relationship between the Client or his employees and Agency's employees or Media Vendors related to or having or likely to have any impact on the performance of Services by the Agency.
7. As soon as the Client becomes aware of any actual or suspected violation of Anti-Corruption Regulations or these General Terms by any employee or affiliate of the Client or any employee or affiliate of the Agency, he shall immediately notify the Agency of this fact.
8. In addition, the Client shall make available for inspection by the Agency or its representatives, on the basis of a reasoned request by the Agency which can be made at any time, both during the cooperation and thereafter, all financial books, records and other documents that may be related to actual or suspected violations.
9. The Dentsu Aegis Network Group has a policy of zero tolerance towards violations of these rules, bribery and all forms of corruption, whether they involve private individuals or public officials, or Group employees, co-workers, suppliers, contractors or clients.
10. The Client undertakes to acquaint himself with procedures, codes and guidelines against bribery and all forms of corruption, and any other relevant material posted by the Agency on its website.
13. NOTIFICATIONS
1. Any notification received or transmitted by the concerned parties shall be in writing and shall be deemed to have been duly effected when delivered in a manner agreed between the Parties, either personally or by courier, registered letter or e-mail, to the counter-Party’s addresses indicated by the Agency and the Client and signed by authorised officers of the Parties.
2. Either Party may notify the counter-Party of any change in its correspondence or e-mail address, or in the person authorised to act on its behalf, in particular to sign Orders.
14. FORCE MAJEURE
The Parties shall not be liable for circumstances beyond their control (i.e. force majeure events), including (but not limited to) any accident of fate, sea and air risk, fire, flood, drought, explosion, sabotage, accident, embargo, civil disturbance or social unrest, including acts of local authorities and parliament, shortages of goods, equipment, materials, breakdowns, forced currency exchange, national mourning, and labour disputes of any kind and for any reason.
15. ASSIGNMENT
1. An Order placed by the Client cannot be assigned thereby without a prior written consent of the Agency. The Agency reserves the right to assign any or all of its rights or obligations to Dentsu Aegis Network Group companies. The Agency may assign its claim from the client.
2. The Agency may subcontract the performance of any part of the Order, in particular to Dentsu Aegis Network Group companies, but remains responsible for any act or omission of the subcontractor.
16. SETTLEMENT OF DISPUTES
All disputes between the Parties shall be settled amicably. If there is no possibility of an amicable settlement of a dispute, unless otherwise agreed, it shall be subject to the decision of a Polish common court with jurisdiction over Agency’s registered address.
17. APPLICABLE LAW
Unless otherwise reserved, these General Terms shall be interpreted in accordance with Polish law.
18. FINAL PROVISIONS
1. These General Terms are binding on the Parties from the moment of placing an Order.
2. The Agency has the right to make periodic changes in these General Terms (including the presentation of their new version) at 14 days' notice. The Agency has the right to make a statement about the change in the General Terms in electronic form (by sending an e-mail) to Client’s e-mail address provided by the Client for the purposes of their cooperation, or to another Client’s address used by the parties in the course of their cooperation. If within two weeks from the date of receiving information about changes made to the General Terms the Client shall not object thereto in writing, it shall be considered that he has agreed to these changes. If the Client objects to changes in the General Terms, the Parties shall continue to execute the currently binding Order in accordance with the existing General Terms.
3. The English version of the General Terms is only a translation of the Polish version. In case of any doubts, the Polish language version is binding.
4. These General Terms do not apply to the performance of advertising services ordered by natural persons for purposes not related to their business or professional activity. Such persons are asked to contact a representative of the Agency in order to conclude an individual contract for the provision of services.
5. These General Terms came into force on 1st January 2015, whereas the present version shall be effective starting 17th September 2019 and shall apply to Services commissioned by the Client as of that date.