Terms of service | Michał Mil

§ 1. Definitions

Service Provider: Michał Mil, conducting unregistered business activity within the meaning of art. 5 sec. 1 of the Act of 6 March 2018 Entrepreneurs' Law, email address michalmil.official@gmail.com, postal address provided on request.
Website: the Service Provider's website together with its subpages.
User: any person using the Website.
Client: a natural person, legal person or organisational unit that has concluded a Contract with the Service Provider.
Consumer: a natural person concluding a contract not directly related to their business or professional activity, as well as a natural person running a business for whom the contract is not of a professional nature, within the scope of the rights granted by art. 7aa of the Polish Consumer Rights Act.
Contract: a separate, individual agreement on the provision of implementation services in the area of sales, concluded in documentary form, of which these terms are a part.
Form: the contact form available on the Website.

§ 2. Services provided electronically

Through the Website the Service Provider provides two services free of charge: making the content of the Website available and handling the Form.
Using the Website requires a device with internet access, an up to date browser with JavaScript enabled and, in the case of the Form, also an active email account.
The agreement on the provision of the service by electronic means is concluded the moment you enter the Website and ends the moment you leave it. In the case of the Form, the agreement lasts until the correspondence started by the enquiry is completed.
The User is prohibited from supplying unlawful content, including personal data of third parties without a legal basis, and from using the Website in a way that disrupts its operation.
Using the internet involves typical risks, in particular the risk of data sent over the network being intercepted and the risk of malicious software. The Service Provider uses an encrypted connection and recommends that the User keeps security software up to date.

§ 3. Nature of the information published on the Website

The content of the Website, including descriptions of services, descriptions of the stages of cooperation and example results, is for information purposes and constitutes an invitation to conclude a contract within the meaning of art. 71 of the Polish Civil Code. It is not an offer within the meaning of art. 66 § 1 of the Civil Code.
Information about the Service Provider's experience and results to date relates to specific projects carried out under specific market conditions. It is not an assurance that the same result will be achieved for the Client, because sales results also depend on factors beyond the Service Provider's control, in particular the product, prices, budget, market and the Client's decisions.
The content of the Website is not legal, tax or accounting advice.
The binding scope of services, the schedule and the remuneration are agreed by the parties in the Contract. In the event of any discrepancy between the content of the Website and the Contract, the Contract prevails.

§ 4. Scope of cooperation

The Service Provider provides implementation services in the area of sales, in particular: analysis of the existing sales process, development of the offer and call scripts, organisation of the process in a CRM class tool, preparation of the working rules for the sales team and supporting the Client during the first sales calls.
The Service Provider performs the services personally, with the due diligence appropriate to the professional nature of the activity. This is an obligation of diligent action, not an obligation of result, unless the Contract expressly states otherwise.
The Service Provider's methodology is his own work. It is based on professional knowledge, skills and experience gained in the course of his work to date, on publicly available sources, on the results of his own analyses and on materials to which the Service Provider holds the rights. General skills and knowledge that the Service Provider has remembered in the ordinary course of professional work and that are not linked to the specific data of any entity constitute his personal professional achievement and may be used in his business.
When performing the Contract the Service Provider does not use and does not disclose to the Client information constituting a trade secret within the meaning of art. 11 sec. 2 of the Act of 16 April 1993 on combating unfair competition belonging to third parties. This applies in particular to client data and lists, price lists, internal documents, training materials, financial results and organisational solutions of such entities. The Client acknowledges this and does not make any demands on the Service Provider in this respect.
The Service Provider declares that performance of the Contract does not breach the confidentiality obligations he has undertaken towards other entities. The Service Provider may refuse to accept an engagement or withdraw from the Contract if its performance would lead to a breach of the law, of such obligations or of the principles of fair competition. Withdrawal takes place in documentary form and the Client receives a refund of the remuneration for the part of the service that has not been performed.
The services are of an implementation nature and are provided for a single Client, based on the Client's product, prices and market. They are not educational or training services. The Service Provider does not run courses, open or closed training sessions, does not create curricula, does not run classes for groups of participants, does not recruit students and does not issue diplomas or certificates. The materials handed over to the Client serve the implementation of the agreed process in the Client's organisation, not teaching.
The Service Provider does not carry out on the Client's behalf activities reserved for regulated professions, does not conclude contracts on the Client's behalf and does not manage the Client's employees.

§ 5. Conclusion of the Contract and remuneration

Sending the Form is an invitation to talk and does not oblige either party to conclude a Contract, nor does it create an obligation to pay.
After an initial call the Service Provider presents the scope of work and the remuneration. The Contract is concluded once both parties confirm the terms in documentary form, including by email.
The remuneration is set individually and given as a gross amount. The Service Provider conducts unregistered business activity and is not an active VAT payer; the settlement document is a bill.
If during the cooperation the Service Provider's income exceeds the threshold applicable to unregistered activity, the Service Provider will register a business and inform the Client about it. The agreed remuneration and scope of work remain unchanged, only the way settlements are documented changes.
The payment term is 7 days from the day the bill is delivered, unless the Contract states otherwise. In the event of delay, the Service Provider is entitled to statutory interest for late payment.
Costs paid to third parties, in particular the advertising budget, subscriptions for tools, licences and the remuneration of people employed by the Client, are borne by the Client and are not part of the Service Provider's remuneration.

§ 6. Obligations of the Client

The Client provides the information and materials necessary to perform the service, in particular data about the product, prices, sales results to date and the target audience, as well as access to the tools in which the work is carried out.
The Client appoints a person authorised to make ongoing arrangements and decisions and responds within a reasonable time to the Service Provider's questions and proposals.
The Client is responsible for the truthfulness and completeness of the information provided and for holding the rights to the materials made available. When passing on personal data of its clients or employees, the Client acts as the controller of that data and ensures a legal basis for sharing it.
The Client makes business decisions independently and bears responsibility for them. The Service Provider's recommendations and proposals are not binding on the Client and do not replace the Client's own judgement.
If the Client does not fulfil the obligations set out in sections 1 to 3, the delivery deadlines are postponed by the duration of the obstacle and the Service Provider is not liable for the resulting consequences.

§ 7. Additional period of cooperation

The Service Provider ensures that the sales process handed over is proven in practice and prepared for independent use by the Client's team.
Before the work starts, the parties agree in documentary form a measurable goal for the cooperation, indicating the indicator, its value, the method of measurement and the period over which it is counted. Without such an arrangement the provisions of this paragraph do not apply.
If the goal is not reached, the Service Provider continues to work on the same scope without additional remuneration, until the goal is reached, but no longer than for a period equal to the original period of cooperation.
The rule in section 3 applies where the Client has implemented the agreed recommendations, made available the data needed for measurement, maintained the agreed budget and resources and has not changed the product, prices or target audience during the cooperation in a way that is material for the agreed goal.
Continuation of the cooperation is the only remedy available on this basis. It does not cover a refund of remuneration, compensation or liability for damages.

§ 8. Confidentiality

The parties keep confidential the information about the other party obtained in connection with the cooperation, in particular financial, commercial, organisational and technical data, and use it solely to perform the Contract. The obligation lasts for the duration of the cooperation and for three years after it ends.
Confidentiality does not cover information that is publicly available, known to a party before receiving it or lawfully obtained from a third party, nor information disclosed at the request of a court or an authorised body, within the scope of that request.
Each party may be bound by confidentiality obligations towards other entities. The parties do not request from each other information covered by such obligations and do not bring it into the cooperation.
The Client does not pass to the Service Provider information constituting the trade secret of third parties without prior arrangement in documentary form. Information provided contrary to this provision is not covered by the Service Provider's liability and is deleted on first request.
General knowledge, professional experience and skills acquired by each party in the course of work, not linked to the specific data of the other party, do not constitute confidential information and may be used freely.

§ 9. Copyright

The content of the Website, including texts, graphics, photographs and video material, is protected by copyright. Using it beyond permitted personal use requires the Service Provider's consent in documentary form.
Materials developed for the Client under the Contract, in particular sales process documents, call scripts and templates, are received by the Client under a non-exclusive licence, unlimited in territory and time, for the purposes of the Client's own business. The licence covers using, reproducing and modifying the materials for the Client's own use.
The licence does not cover reselling the materials, making them available to third parties as a standalone product or using them to provide the Client's own services to third parties.
The licence is granted upon payment of the full remuneration.
The Service Provider retains the right to continue using his own methodology, templates and tools developed before or during the cooperation, to the extent that does not disclose the Client's confidential information.

§ 10. References

The Service Provider uses the Client's name, trade mark or a description of the cooperation in information materials only after obtaining the Client's consent in documentary form. The consent may be withdrawn at any time with future effect. Without consent, the Service Provider may present only a description of the work stripped of any data that would allow the Client to be identified.

§ 11. Liability

The Service Provider is liable for non-performance or improper performance of the Contract under the general rules of the Polish Civil Code.
In relations with Clients who are not Consumers, the Service Provider's liability is limited to actual damage and to the amount of the remuneration received for the service to which the damage relates. Liability for lost profits and under statutory warranty is excluded.
The limitations in section 2 do not apply to damage caused intentionally or to cases in which liability cannot be excluded under the law. They do not apply to Consumers.
The Service Provider is not liable for the consequences of decisions taken by the Client against his recommendations, for the operation of third party tools and services, or for breaks in access to the Website resulting from causes beyond his control.
The Service Provider is not liable for the financial results of the Client's business, as they depend on circumstances outside the scope of the service provided.

§ 12. Complaints

Complaints regarding the Website and the performance of the service can be submitted by email to michalmil.official@gmail.com.
A complaint should include contact details, a description of the objections and the expected way of resolving the matter. The absence of any of these elements does not stop the complaint from being examined; the Service Provider will then ask for it to be completed.
The Service Provider replies within 14 days of receiving the complaint, to the email address from which it was sent.

§ 13. Withdrawal from the contract by a Consumer

A Consumer may withdraw from a distance contract within 14 days of concluding it, without giving a reason, by submitting a statement by email to the address indicated in § 12 section 1.
If the Consumer requested that the service start before the withdrawal period expired, in the event of withdrawal the Consumer pays for the services performed up to the moment the statement was submitted, in proportion to the scope of the work carried out.
The right of withdrawal does not apply where the service has been performed in full with the express and prior consent of the Consumer who, before the service began, was informed of the loss of that right.
The Service Provider returns the payments received within 14 days of receiving the statement, using the same method by which the payment was received, unless the Consumer agrees to another method that does not involve any costs for them.

§ 14. Personal data

The rules for processing personal data, including the purposes, legal bases, retention periods and the rights of data subjects, are described in the Privacy policy.

§ 15. Changes to the terms

The Service Provider may change these terms for important reasons, in particular if the law, the scope of services or the way the Website works changes.
A change takes effect on the day it is published on the Website and does not affect Contracts concluded before that day. Those Contracts are governed by the terms in force on the day they were concluded.

§ 16. Final provisions

Matters not covered here are governed by Polish law, in particular the Civil Code, the Act on providing services by electronic means and the Consumer Rights Act. The choice of Polish law does not deprive a Consumer of the protection resulting from mandatory provisions of the country of their habitual residence.
The parties aim to resolve disputes amicably. A Consumer may use out of court ways of handling complaints, including mediation at the provincial inspectorates of the Trade Inspection and the assistance of a district or municipal consumer ombudsman. Using them is voluntary for both parties.
Disputes with Clients who are not Consumers are settled by the court having jurisdiction over the Service Provider's place of residence.
If any provision of these terms turns out to be invalid or ineffective, the remaining provisions stay in force, and the defective provision is replaced by the provision of law closest to its purpose.
These terms are made available free of charge on the Website in a form that allows them to be downloaded, reproduced and stored.