General Terms and Conditions

§ 1 General provisions

1. These General Terms and Conditions set out the rules for the provision of services and the performance of works by VICESIMA Sp. z o.o. (hereinafter: "VICESIMA") for business entities (entrepreneurs) or other entities that are not consumers (hereinafter: "the Client") (hereinafter: "the GTC").

2. The GTC form an integral part of all contracts and therefore apply to all commercial relations between VICESIMA and Clients. Individual provisions of the GTC may be excluded only where such exclusion has been expressly agreed by VICESIMA in writing, on pain of nullity.

3. The GTC are made available to the Client no later than when the order is placed and are additionally published at https://vicesima.com; made available in this form, they are treated as terms with which the Client has familiarised itself.

4. If the Client remains in ongoing commercial relations with VICESIMA, acceptance of the GTC in respect of one order is deemed acceptance of the GTC for all remaining orders and contracts.

5. By placing an order with VICESIMA the Client declares that it consents to these GTC.

§ 2 Offers, advertising, price lists

1. Offers, advertisements, price lists and other announcements regarding works performed or services provided by VICESIMA are for information only and do not constitute an offer, nor any assurance as to the characteristics of the works or services provided by VICESIMA.

2. VAT is to be added to the prices given in offers and price lists, unless the offer or price list expressly states otherwise.

§ 3 Conclusion of the Contract

1. An order for VICESIMA to perform a work or provide a service should be submitted to VICESIMA in documentary form (by fax or e-mail) or in writing — these forms being reserved on pain of nullity — and should in particular specify:

1) the exact name and service address of the Client,

2) the means of contacting the Client; in the absence of such an indication, it is presumed that the fax number, postal address or e-mail address from which the order was sent is the correct address for further communication with the Client,

3) the work or services covered by the order together with their specification,

whereby the order should be placed by a person authorised to place orders on behalf of the Client; a person placing an order in the name and on behalf of the Client is authorised to make and receive declarations of knowledge and of will in the name and on behalf of the Client.

2. In response to an order placed with VICESIMA, VICESIMA will send the Client, in documentary form (by fax or e-mail) or in writing on pain of nullity, an offer specifying at least:

1) the work or services covered by the order,

2) VICESIMA's remuneration for performing the work or service covered by the order,

3) the deadlines for performing the work or service covered by the order.

3. A contract for the performance of a work or the provision of services by VICESIMA (hereinafter: "the Contract") is deemed concluded on the date on which the Client:

1) accepts without reservation, in documentary form (by fax or e-mail) or in writing on pain of nullity, VICESIMA's offer submitted to the Client in response to the order placed, or

2) receives a written acceptance, on pain of nullity, expressly accepting the order placed by the Client, made by a person authorised by VICESIMA, provided that the order placed specifies the elements listed in § 3(2) of the GTC,

3) where VICESIMA commences performance of the work or service described in the Client's order on the terms set out in the order, of which VICESIMA notifies the Client in documentary form within 3 (three) days of the date of commencing performance, and the Client does not effectively serve on VICESIMA an objection in documentary or written form, on pain of nullity, within 24 (twenty-four) hours of receiving VICESIMA's notice of commencement.

4. The content of the concluded Contract is determined by the offer submitted, its acceptance and the GTC. Any amendments to the Contract require written form on pain of nullity.

§ 4 Performance of the Contract

1. The place of performance of the Contract is Wrocław.

2. After conclusion of the Contract the Client undertakes to cooperate with VICESIMA during the provision of services to the extent enabling performance of the Contract, including providing VICESIMA with the information needed to carry out the order.

3. VICESIMA is under no obligation to verify the completeness or correctness of the data, information and declarations provided by the Client.

4. If the Client fails to comply with the duty of cooperation set out in § 4(2) of the GTC, VICESIMA is entitled to have the Client cover additional remuneration and expenses incurred by VICESIMA in connection with the Client's omission. The amount of the additional remuneration is set proportionally to the remuneration agreed in the Contract, taking into account additional expenses actually incurred and documented by VICESIMA, by a unilateral declaration of will of VICESIMA. VICESIMA will issue the Client an invoice including the additional remuneration covering the expenses arising on that account. Such a change to VICESIMA's remuneration does not constitute an amendment to the Contract.

5. Where the order is carried out outside VICESIMA's office premises at VICESIMA's service address, the Client is obliged to take the necessary measures to secure the place where the work is performed or the services provided, in particular regulating or completely halting air, road, rail or pedestrian traffic, unless otherwise agreed with the Client in documentary or written form on pain of nullity.

6. VICESIMA reserves the right to refuse to carry out the work or service until the Client has taken the necessary protective measures set out in § 4(5) of the GTC.

7. The periods and deadlines for performing the work or providing the services set out in the Contract are to be treated as approximate, unless the parties have expressly agreed otherwise in writing on pain of nullity.

8. Where the deadlines referred to in § 4(7) of the GTC are approximate, VICESIMA may be regarded as being in default after they have passed only if the Client calls upon VICESIMA, in writing on pain of nullity, to perform the work, service or given activity after the anticipated deadline has expired, within a period of no less than 7 (seven) days from receipt of the demand.

9. Any obstacles to performing the work or providing the services arising without fault on the part of VICESIMA suspend the running of the deadlines provided for in the Contract until the obstacle ceases. In particular, the deadlines set out in the Contract begin to run — or are suspended, as applicable — from or until the Client has completed all acts necessary for VICESIMA to commence performance, including fulfilling the duty of cooperation under § 4(2) of the GTC, securing the place of performance under § 4(5) of the GTC, and paying any advance towards the works where an advance is provided for in the Contract.

10. Where the deadline for completing the work or the service is extended, through obstacles not attributable to VICESIMA, by a period of not less than half of the period set in the Contract, VICESIMA has the right to withdraw from the Contract in whole or in part — depending on whether VICESIMA's performance is divisible — within 1 (one) month from the date on which half of the period indicated in the Contract has elapsed in suspension. In such a case the Client waives all claims for damages against VICESIMA. The Client is obliged to take delivery of the work or service to the extent performed.

§ 5 Acceptance

1. If the date for accepting the service or the completed work has not been expressly set in the Contract, or is only approximate within the meaning of § 4(8), it will be set by VICESIMA after completion of the work or performance of the service by a unilateral declaration of will in documentary or written form on pain of nullity, provided that this date may be no later than 7 (seven) days from the Client's receipt of VICESIMA's declaration made in documentary or written form. Failure by the Client actually to proceed with acceptance of the work or service within the period set by VICESIMA is treated as acceptance in full of the work or service performed by VICESIMA, and the acceptance itself is treated as having taken place.

2. Defects in the performance of the work or service which have no effect, or whose effect on the usefulness of the work or service for the purpose set out in the Contract is not significant, do not entitle the Client to refuse acceptance.

3. Where reservations or comments are raised regarding the work or service performed, VICESIMA will verify them. Should the reservations or comments prove unjustified, the Client bears the additional costs of the verification procedure arising on that account, as documented by VICESIMA.

§ 6 Liability

1. VICESIMA's liability in damages for non-performance or improper performance of the Contract, and its liability in tort, is limited to the amount of VICESIMA's remuneration due for performing the work or service and, in the case of a defect in part of a divisible work or service, to the value of the defective part, unless VICESIMA's conduct giving rise to liability was intentional.

2. VICESIMA's liability in damages is limited to compensation for the foreseeable normal consequences of VICESIMA's act or omission.

3. VICESIMA is not liable for damage to or destruction of property belonging to the Client or third parties resulting from the performance of a work or service carried out with due diligence, and by concluding the Contract the Client waives all claims against VICESIMA in this respect.

4. If the work or service is performed defectively, the Client, in agreement with VICESIMA, sets a deadline in writing on pain of nullity for remedying the defect, of not less than 14 (fourteen) days.

5. If the defect is not successfully remedied, the Client is entitled to a reduction of the remuneration previously agreed in the Contract for the work or service.

6. VICESIMA is liable to the Client for damage caused in connection with performance of the Contract through intentional action or gross negligence.

§ 7 Charges, assignment

1. All administrative or court charges connected with performance of the subject of the order are borne by the Client.

2. The assignment of any receivables due to the Client from VICESIMA in connection with performance of the Contract requires VICESIMA's consent expressed in writing on pain of nullity.

3. In the event of delay in payment, or of a failure to pay in full for a work or service performed by VICESIMA for a given Client, VICESIMA determines the order in which overdue and current payments are settled.

4. Where, after conclusion of the contract, VICESIMA is informed of circumstances that materially reduce the Client's financial standing — in particular the commencement of enforcement, insolvency or restructuring proceedings against the Client — VICESIMA has the right to perform the service after payment of an advance or the provision of security, in the manner, amount and time limit determined unilaterally by VICESIMA in writing on pain of nullity; after the ineffective expiry of the set time limit, VICESIMA has the right to withdraw from the Contract within 1 (one) month from the date on which that limit expired.

5. If, during performance of the Contract, the costs of performance change — including the cost of materials or energy, or public levies including value added tax — VICESIMA has the right to adjust the remuneration accordingly to reflect the new circumstances. The change of remuneration is effected by a unilateral declaration of will made by VICESIMA in writing on pain of nullity.

6. VICESIMA is also entitled to increase the remuneration where, for reasons attributable to the Client, the order can only be carried out after 3 (three) months from the date set in the Contract as the start of performance. The remuneration is then increased by PLN 5,000 net by way of a unilateral declaration of will made by VICESIMA in writing on pain of nullity; such an increase does not constitute an amendment to the Contract.

§ 8 Copyright

1. VICESIMA reserves ownership and copyright in the photographs, drawings, models, designs and other documents and studies created in connection with the performance of a service for the Client (hereinafter: "the Work"). Use of the Work for purposes other than in accordance with the Contract, and in particular its publication and dissemination, requires VICESIMA's prior consent expressed in writing on pain of nullity.

2. On the date of payment, in accordance with the Contract, of the full amount of remuneration and of all costs due to VICESIMA for the service or work performed, VICESIMA transfers to the Client all economic copyright in the Work, in particular in the following fields of exploitation:

1) fixing and reproducing the Work — producing copies by any technique, including magnetic recording and digital technique;

2) dealing in the original or in copies on which the Work has been fixed — placing on the market, lending or renting the original or copies;

3) disseminating the Work otherwise than as set out above — public performance, exhibition, display, showing, broadcasting and rebroadcasting, and making the Work publicly available in such a way that anyone may access it at a place and time of their choosing,

4) using the Work in accordance with its nature and purpose;

the transfer of economic copyright in the Work requires, in order to be effective, a declaration by VICESIMA made to the Client in documentary or written form on pain of nullity.

3. In the situation described in § 8(2) of the GTC, VICESIMA grants the Client permission to make any changes and adaptations, in particular to use the Work in whole or in part and to combine the Work with other works.

§ 9 Personal data and services provided by electronic means

1. The Client consents to VICESIMA processing the personal data provided by the Client in connection with performance of the order and for marketing purposes connected with VICESIMA's business activity, in accordance with the applicable personal data protection legislation.

2. In accordance with the Act of 18 July 2002 on the provision of services by electronic means (consolidated text — Journal of Laws 2017.1219, as amended), the Client consents to VICESIMA sending, by electronic means to the e-mail address provided by the Client and in connection with performance of the order, messages and information of a commercial nature, on the terms set out in that Act.

§ 10 Final provisions

1. The parties to the Contract will seek to settle amicably any disputes arising in connection with the contracts concluded.

2. Should amicable settlement prove impossible, the dispute will be submitted to the common court having local jurisdiction for the city of Wrocław. For the avoidance of doubt, the foregoing does not constitute an arbitration clause.

3. All Contracts are governed exclusively by Polish law.

4. VICESIMA and the Client exclude, in their relations, the provisions of the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on 11 April 1980 (Journal of Laws of 13 May 1997).

5. Should individual provisions of the GTC become invalid as a result of the introduction of differing statutory regulations, the remaining provisions retain their validity.

6. All previous General Terms and Conditions for the services provided are hereby repealed.