Latest article!
Brand rebranding in email marketing – how to avoid a disaster?
Learn more!

SERVICE REGULATIONS OF EXPERTSENDER S.A.
(“Regulations”)

Hereby document regulates the functioning and usage of the internet platform ExpertSender, owned and ran by ExpertSender S.A with its registered office in Gdańsk.

The Regulations are addressed to Clients – natural persons, legal entities or other organizational units that contract ExpertSender to perform services based on the Order Form for services within the ExpertSender platform. The Regulations along with the Order Form and attachments hereby constitutes a service Contract to perform services by ExpertSender for the Client.

These Regulations are a form of regulations as defined in art. 8 of the Act of Rendering Electronic Services from the 18th of July 2002 (Polish Journal of Laws 2020 item. 344).

 

§1 Definitions

Billing cycle – means a recurring, 30-day period for which subscription fees or other charges relating to the use of the Service are billed. The first day of the billing cycle begins when access to the Platform is transferred, and subsequent cycles follow in immediate succession every 30 calendar days. In the event of termination of the Service during an ongoing cycle, the fee for that period shall not be refunded on a pro rata basis, unless otherwise stated in the terms and conditions or the agreement

ExpertSender – Platform owner, ExpertSender Spółka Akcyjna with a principal place of business located at: ul. Cypriana Kamila Norwida 1, 80-280 Gdańsk entered into the register of entrepreneurs of the National Court Register by a District Court Gdańsk-North in Gdańsk the 8th Commercial Division of the NCR with a registration number: 0000916101, TIN (“NIP”): 5862237116, statistical No. (“REGON”): 220775305, with a share capital of PLN 108 760.00,  also referred to as Service Provider;

Client – natural persons, legal entities or other organizational units that contract ExpertSender to perform Services based on a Contract;

Order Form – a separate document that includes the basic characteristics of providing Services on behalf of the Client, filed by the Client to the Service Provider, which together with attachments and the Regulations forms the basis of the Parties obligations that is a service Contract concluded between the Client and the Service Provider. The Order Form may be filed in in writing or in document form – through e-mail exchange between the Parties;

Contract – jointly Order Form filed in by the Client together with Attachments and the Regulations, which constitute a Service Contract concluded between the Client and the Service Provider;

Recipient – natural persons, legal entities or other organizational units being the recipients of a campaign carried out and based on the Contract through the Media, also referred to as Subscriber;

Account – Client’s space on the Platform made available to the Client after logging in with the usage of a login and password;

Parties – The Service Provider and the Client accordingly;

Media – communication channel provided to the Client through the Platform; Channels offered are as follows: email, SMS, website pop-ups, website personalization, Web Push, Mobile Push, API triggered messaging

Platform – internet platform under the name The Service Provider with appropriate software through which the Service Provider carries out its Services for the Clients based on the Contract;

Service – marketing, analytical, IT development and other services made available for the Client by the Service Provider

Message – content of any communication sent from the Client to its Recipients through Media provided by the Service Provider

Property of the Service Provider – Platform along with the software, processes, and Media access, especially consisting of:

  • Media access and other software constituted as the Service Provider’s property and third parties’ software made available by the Service Provider for the Client to use them in accordance with the Contract,
  • studies, technologies, technical information, processes, algorithms, know-how, documentation, and all other information provided to Client, created by the Service Provider or on their behalf,

Regulations – these Regulations of services, a joint part of the Order Form

GDPR – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons 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)

Attachments – attachment to the Regulations and Order Form, constituting its integral part/

§2. General Provisions

  1. The Regulations with the Order Form and Attachments describe in detail how Clients are to use the Services.
  2. The Client is hereby obliged to observe the provisions of the Regulations. The condition to conclude a Contract with The Service Provider is to accept the Regulations. Each Client making use of Services is undertaken to observe the conditions as set in the Regulations and by signing the Contract, the Client confirms that they accept its content and its binding force.
  3. In the scope not regulated by the Order Form, the rules of the Regulations apply. In case of discrepancy between the Regulations and the Order Form the provisions of the latter shall prevail. The Order Form and Attachments may exclude or modify provisions of the Regulations. The Service Provider reserves the right to verify the information in the Order Form and to reject the performance of Services in case the Service Provider discovers their incorrectness as well as in case other circumstance arise that make a proper and legal performance of Contract impossible.
  4. To properly use the Service, Client on their own needs to ensure the availability of a device meeting at least the following minimal technical conditions:
  • Internet access.
  • current version of a Web browser,
  • enabled JavaScript and Cookies;

    In accordance with the above, the Parties hereby declare that The Service Provider shall not be liable for the unavailability or limited functionality of the services caused by disruptions in the Internet infrastructure beyond the Service Provider’s control. In particular, the Service Provider shall not be responsible for failures, interruptions in data transmission, access restrictions resulting from issues on the side of network operators, global Internet outages, or other unforeseeable events that may affect the ability to use the services in certain locations or regions. The enumeration in the preceding sentence is exemplary and does not constitute a closed list.

  1. The Service Provider may mandate the current service of the Platform, including Services performer by the Service Provider, to a third party without notifying the Client.
  2. The Client may access the Regulations at any time under the link https://expertsender.com/pl/regulamin/ (Polish ver.) or https://expertsender.com/terms-and-conditions/ (English ver.)
  3. The Client takes responsibility for:
  • sending Messages, content and notifications sent through the Service.
  • the legality of sending out information to the appointed by the Client Recipients in accordance with the Act of Rendering Electronic Services from the 18th of July 2002.
  • the content of the data provided, setting a secure password, potential responsibility for eventual breach of third parties’ rights in relations to choosing a login, a nickname and password needed for online access of The Service Provider Service.
  1. The Client hereby declares they will respect all recommendations of safety measures including the ones regarding not making the login and password to The Service Provider accessible to third parties and regarding a periodical change of the password. The Service Provider shall not be responsible for the loss or third-party access of the login/password.
  2. In case it is determined that the Client abused the access to the Account in the Service or the possibility of such abuse by third parties (theft of login/password) manifests itself, the Client is obliged to inform the Service Provider of such an accident without due delay. The Service Provider will make the Client’s Account inaccessible. The Service Provider does not bear responsibility for the effect or losses from such an accident, including making the Account inaccessible because of it. The Service Provider does not bear any responsibility for the Client not logging out of the Account. The Client is solely responsible for ensuring technical compatibility between their own equipment/devices, IT system and the Platform and Service.
  3. Platform along with the software, Media and all other tools belonging to The Service Provider are considered protected works in accordance with the Act on Copyright and Related Rights from 4th of February 1994 (Polish Journal of Laws 2021 item1062).
  4. The Client hereby grants The Service Provider the right to use the Client’s logo for the purpose of showcasing the Client as a customer on The Service Provider ‘s website and in marketing materials, including but not limited to presentations, brochures, and social media posts. Such use shall be in accordance with the Client’s brand guidelines, if provided, and will not imply any endorsement or partnership beyond the scope of the services provided.
  5. The Client shall not use The Service Provider’s Property to an extent wider than identified in this Contract (the right of use only for the Client’s own needs) disclose The Service Provider’s Property to anybody or inform about such property without prior consent of The Service Provider in written form.
  6. Irrespective of any claim for the payment of an indemnity, in the event that The Service Provider finds that the Client uses the Service in a way which is contrary to the conditions of this Contract, The Service Provider may, at its discretion, suspend the performance of the Contract until such activity has been stopped or its consequences remedied, or terminate the Contract with immediate effect, which shall not constitute the grounds for any claim for damages by the Client. The “suspension of the performance of the Contract” shall be understood as temporary blocking of the Client’s access to its individual account in the Service and the suspension of all marketing campaigns conducted by the Client with the use of the Service, The Service Provider’s Property and the Services.
  7. The Service Provider reserves the right to temporarily withhold or limit the usage of Services, when it is needed to run maintenance works or software upgrades. The date and time of such shall be published on the Service Provider’s website. The Service Provider is entitled to temporarily limit or suspend the Service in case of endangering the software or the security or personal data that are processed to properly conclude the Services. If the Service due to that will be impossible to be carried out, the Service Provider shall make it possible at a different time or at a time as agreed by both Parties. Non-performance or misperformance of the Service due to the above shall not entitle the Client or any other third parties to raise any claims or complaints towards The Service Provider
  8. The Service Provider is not liable for the results of the Client’s campaigns done with the usage of The Service Provider’s Services and their effect on the Client’s financial situation, especially The Service Provider does not guarantee that in the effect of running a campaign with the usage of Services the sales, income or the interest on Client’s offers shall increase.
  9. The Service Provider shall not be liable for any lost profits incurred by the Client due to temporary system unavailability, delays in its operation, or other disruptions.

§3 Rules and warranties

  1. The Service Provider makes the Platform and Service available to the Client, for a fee, according to the choices made in the Order Form.
  2. Under this Contract, the Service Provider undertakes to conduct on-line training for the Client’s benefit, namely for the Client’s employees, associates, contractors, or contracted parties on the operation of the Service and its functionalities, on the date and during hours agreed by the Parties.
  3. The Client hereby undertakes to cooperate with the Service Provider during Configuration and to pay the settled remuneration in a timely manner in the amount as specified in the Order Form and the Price List and/or Optional Services.
  4. To commence the provision of the Services, the Service Provider shall make the Service available to the Client, which consists in enabling the Client to:
  • gain remote (on-line) access to The Service Provider Platform with features appropriate to the ones from the Order Form, with the use of the Client’s individual designation (“Login”) and access code (“Password”) as part of the Client’s individual account,
  • use the support of a dedicated Account Manager allocated to the individual Client servicing.
  1. The Service may be made available after a one-off configuration as specified above.
  2. The Client undertakes to cooperate with The Service Provider to the extent it is reasonable to start, conduct and complete the activities comprised by Configuration correctly and on time. The specific duties of the Client with regard to Configuration are specified in Order Form and Attachments – Schedule with the time limits for their performance and comprise, first of all, the disclosure to The Service Provider of up-to-date and complete data and documents necessary for Configuration and the technical and organizational support from The Service Provider in configuration activities (“Cooperation”).
  3. The Client’s Cooperation shall be provided upon each The Service Provider’s demand submitted in the electronic format, immediately, not later, however, than within three (3) business days from the date of the demand. The Client is aware that the lack of Cooperation, especially in the scope above, can make the performance of Contract by The Service Provider highly or completely impossible and such inability of performance by The Service Provider shall not entitle the Client or any other third parties to raise any claims or complaints towards The Service Provider.
  4. Upon the completion of Configuration on The Service Provider’s side, The Service Provider shall hand over the ability to set up the Login and Password, in the electronic format, pursuant to the provisions of this Contract concerning the communication between the Parties, to the Client’s authorized representative. The Service Provider shall advise the client of the Configuration and readiness for Login and Password handover and of making the Service available to the Client by an e-mail sent to the electronic address specified by the Client herein.
  5. After providing the Client with access to the system, including login credentials, the Service Provider ensures the availability of the Services in accordance with the terms of the Agreement. Regardless of whether the Client has actually started using the Services, the billing process will be initiated automatically three (3) business days after the access credentials have been provided. After this period, the Service Provider will issue an invoice to the Client in accordance with the terms specified in the Order Form. The Client is obliged to settle the payment within the due date indicated on the invoice.
  6. If it shall be necessary to obtain other additional information to properly perform the Services, the Service Provider is entitled to summon the Client to disclose it in the form of e-mail.
  7. The Service Provider ensures the effective sending of the Messages by means of the Service i.e., their exit from the sender’s server, retaining the content used and the frequency of the Message transmission.
  8. The Service Provider is not liable for the ineffective sending of Messages caused by the wrong data of their addressees (irrespective of a method of their acquisition), non-existence of the addresses or addressees (irrespective of a method of their acquisition), the recipient’s use of Message blocking measures, non-existence of the recipient’s server, or other circumstances on the Client’s or Message recipients’ part for which The Service Provider is not liable.
  9. The Service Provider may, at its discretion, refuse the sending of Messages when the usage of the Media by the Client jeopardizes the Media’s performance or puts the usage of the Service by other Clients of The Service Provider at risk (i.e. blocking an entire IP addresses class, that had IPs used by Client, at SpamHaus (spamhaus.org), erroneous usage of Dynamic Content code, the file size of used email attachments too big, etc.). The Service Provider is not liable before the Client or third parties because of the circumstances as described in this paragraph.
  10. Client is solely responsible for the proper acquisition of the customer database that is used by the Client at Platform and with The Service Provider service. The process of acquisition of the recipients database and gathering the consent of the recipient for communication from the Client should be lawful, fair, and transparent. Collection and processing of personal data in should comply with (as applicable) Polish legislation i.e. Act of Rendering Electronic Services, the Act on Personal Data Protection, the GDPR and the ePrivacy Directive (European Union), CAN-SPAM Act (USA), CCPA (USA), CDPA (USA), CASL (Canada), LGPD (Brazil), PIPL (China) and other legal acts, respective to the recipients’ location.

    The transmission of e-mail messages by the Client shall be affected in compliance with the binding regulations as stated above.

    The Service Provider is not liable for the Client sending Spam-type, unsolicited commercial and other illegal Messages. In case of justified doubts or after receiving information about a possible abuse of the Client of the provisions or legality of required statements of consent and certificates (including marketing consent), The Service Provider is entitled to demand to see such consents. The Client is obliged to present such consent within 24 hours from the demand. If the consent has been granted through electronic means of communication, the Client shall present IP address, website address and the date of the consent of the addressee of a messages. Each case of failure in delivery such of consent will be individually evaluated by The Service Provider. In case of the Client’s failure to  meet the demand or improper execution of the above in relations to present a proof of consent, in the given time and scope, The Service Provider may, at its discretion, suspend the performance of the Contract until such activity has been stopped or its consequences remedied, or terminate the Contract with immediate effect, which shall not constitute the grounds for any claim for damages by the Client.

  1. The Client acknowledges that the Service Provider shall not be responsible for any failure of the Client to comply with applicable data protection and electronic communication laws.
  2. The Service Provider is not liable for the Client’s actions, in particular for the content, purpose and consequences of Messages sent by means of the Service, and for third party actions. The Client is obliged to obtain, from the addressees of Messages, the legally required statements of consent and certificates (including marketing consent) and inform the addressees about cooperation with The Service Provider for the purposes of and with regard to the requirements appropriate legal regulations (as mentioned in section 11 above). The Service Provider is not liable for the consequences of using an e-mail address/mobile phone number/Web Push ID/Mobile Device ID or any other identifiers used for communication purposes of an unauthorized person (or a person who did not consent to communication).
  3. The Service Provider may, at its discretion, refuse the sending of Messages containing offensive, vulgar, aggressive, discriminating, or other content unacceptable in any other way in view of binding law or good manners. Upon the Client’s request made in writing within 7 days from the date of a statement on the transmission refusal, The Service Provider shall submit the justification of its decision. The refusal to send out Messages on these grounds does not constitute the grounds for any claim for damages by the Client or a third party.
  4. The Service Provider ensures that the software, hardware, and procedures implemented by the Service Provider properly process personal data in the name of the Client (Data Controller) with accordance to the legal regulations in that scope.
  5. The Service Provider shall ensure the safe keeping of the Client’s data (the database) and of the creative and intellectual resources related to the activity of the Client using the Services. The Client shall retain exclusive rights to the assets mentioned above throughout the term of this Contract, and upon its end, until the physical removal of the data by The Service Provider within 30 days from the expiry of the Contract (or its end in any other way).
  6. The Service Provider shall ensure that a back-up is made once a day throughout the term of the Contract and that the back-up copy is stored until the creation of the next one. Data from the back-up copy is restored automatically or manually by The Service Provider immediately when there is a need to reinstate the data.
  7. The Service Provider has the right to request, at any time, documents confirming the Client’s tax residency and tax status, including tax residency certificates and other documents required under applicable tax laws. If the Client fails to provide the requested documents within the deadline specified by the Service Provider, the Service Provider shall have the right to suspend the provision of Services until compliance is met or terminate the Contract with immediate effect.
  8. The Service Provider shall have the right to request any documents, declarations, or other information necessary to verify the Client’s status for the purposes of anti-money laundering and counter-terrorism financing (AML/KYC). The Client undertakes to provide the requested information within the timeframe specified by the Service Provider. If the Client refuses or delays the submission of the required documents, the Service Provider reserves the right to suspend the provision of services or terminate the Contract with immediate effect.
  9. The Client represents and warrants that it is not listed on any sanctions list published by the European Union, the Republic of Poland, the United States of America (including OFAC), or any other relevant international authority. The Client agrees to immediately notify the Service Provider if its status in this regard changes. If the Client is found to be listed on any sanctions list, the Service Provider shall have the right to immediately terminate the Contract and cease providing services without any liability for damages.
  10. The Client is not authorized to resell, sublicense, or transfer the services provided by the Service Provider to any third party unless explicitly authorized in writing by the Service Provider or acting under an official reseller program. In case of a violation of this provision, the Service Provider shall have the right to immediately terminate the Contract and seek any claims arising from such a breach.

§4 Remuneration

  1. The total remuneration of The Service Provider for its performances to the Client (the “Remuneration”) shall consist of the configuration as detailed in the Order Form.
  2. The components of the Remuneration shall be payable on the basis of a VAT invoice issued by the Service Provider, to the Service Provider’s account indicated on the invoice, within 14 days of the delivery of the invoice to the Client at the current e-mail address indicated pursuant to this Agreement as the Client’s correspondence address.
  3. The Remuneration components identified above and in Attachments have been mentioned as net amounts, therefore they shall be increased by VAT due in the amount following from the regulations binding on the invoice date.

    In case of late payments, the Service Provider is entitled to charge statutory interest rates for delay in commercial transactions.

  1. If the amount of remuneration due for the provision of Services expressed in FIAT currency is payable in cryptocurrency, the Parties – for the avoidance of doubt – hereby declare that the value of the cryptocurrency acquisition will be the amount resulting from the payment of this part or the entire amount expressed in FIAT currency.
  2. The remuneration may be increased once every 12 months with effect from March 1 of a given year, in the event that the average annual consumer price index published by the President of the Polish Central Statistical Office for the previous year shows a price increase of at least 3,5 % (hereinafter: “inflation”). In such a case, the Service Provider will be allowed to increase the remuneration by an amount, the maximum amount of which will correspond to the inflation rate for the previous year.

§5 Liability

    1. The Service Provider shall not be liable for the damages done by the suspension of Services, especially in a result of force major, not attributable to the Service Provider faulty behavior or failures (including Internet providers’ failures), hardware or software failures on the Client’s or the Service Provider’s side, as well as a result of the Client not adhering to the Regulations. The Service Provider is not liable for problems with the delivery of the Messages outside its control, problems related to the nature of the campaign and to the content of the Client’s Messages. The Client’s activity in the above regard, and the content of the Messages and data transmitted by the Client by means of The Service Provider, should comply in particular with the GDPR in European Union and CAN-SPAM Act 2003 endorsed by the United States of America, as well as other regulations mentioned in 3 sec. 11 .
    2. The Client is fully liable for the Messages, data and content sent through the Service, including also before The Service Provider, for any consequences of the Client’s illegal actions, which may or will expose The Service Provider to civil, criminal, or administrative liability.
    3. In the event that third parties have issued any claims or demands against The Service Provider related to the Client’s activity conducted with the use of the Service or in relation to other Services rendered by The Service Provider to the Client, The Service Provider shall inform the Client about such (a) claim(s) issued by a third party, following which the Client shall immediately indemnify The Service Provider by taking necessary action for that purpose. The Client shall, in particular, immediately inform such a third party about the Client’s participation in the dispute and join it instead of The Service Provider irrespective of the stage of the dispute (the pre-judicial, mediation, judicial, enforcement etc.). The above also concerns disputes about personal data protection.
    4. The Client shall release The Service Provider from the liabilities following third party claims related to the activities conducted by the Client or through the Service for the Client by satisfying such claims in lieu of The Service Provider.
    5. Upon concluding of this Contract, the Client:
  • accepts and recognizes the provisions of the Service Provider Rules of Use and Anti-Spam Policy (https://expertsender.com/anti-spam-policy/) as well as of other documents and instructions issued by The Service Provider and related to the access to the Service and to the performance of Contracts between the Parties (as available at https://expertsender.com),
  • undertakes to use, including sending or publishing, with the use of the Service, only such materials to which the Client is directly authorized, and only in the form and by the means which the Client has the right to use.
  1. The Client may not use the Services in any way leading, intentionally or unintentionally, to the breach of the regulations, good manners, the provisions of the Service Provider Rules of Use and Anti-Spam Policy, as well as the intellectual property right or another third party right, or which are or may, in any other way, be harmful to the brand or reputation, on pain of full civil law liability before ExpertSender and third parties. That rule also pertains to the consent sent by the Client.
  2. The Client hereby declares that it has been known that engaging in any of the prohibited practices as set out in the Anti-Spam Policy entitles the Service Provider to terminate the Contract in accordance with § 7 sec. 1 pt. 3 below. The prohibited practices are as follows:
  • Sending marketing messages to recipients without obtaining their Consent;
  • Missing subscription evidence (any of the following: date of subscription, the website address, and the IP address for each email address);
  • Buying lists with email addresses;
  • Using services that allow to add email addresses to subscriber lists based on relationships with other data sources (so-called email appending);
  • Ignoring reports from people, especially complaints and unsubscription requests;
  • Exceeding 0.2% of complaints for messages delivered within one (1) day;
  • Exceeding 5% of hard bounces for messages sent within one (1) day;
  • Sending messages to spamtrap email addresses;
  • Missing sender details (any of the following: name and address, company register and registration number, contact phone number and email address or link to contact form)
  • Use of sender names and subject lines of messages unrelated to the distributed content or misleading;
  • Using links in messages redirecting to pages unrelated to their content;
  • No unsubscribe link or hiding it in the content (e.g., small font, color blending with the background);
  • Using domains not owned by the sender in the “From” field;
  • Sending the same messages to the same recipients from more than one (1) domain;
  • Sending the same messages to the same recipients within one (1) day;
  • Sending messages to millions of recipients without throttling;
  • Copyright infringement through non-contractual use of someone else’s trademarks.
  • Promoting restricted content:
  1. Hatred, violence and discrimination;
  2. Disinformation, deceptive and misleading communication;
  3. Malware and phishing;
  4. Unsolicited commercial messages;
  5. Messages containing domains present on RBL lists – Realtime Blackhole List;
  6. High-interest, payday loans and cash advance;
  7. Multi-level marketing and pyramid schemes;
  8. Cryptocurrencies (related to third parties);
  9. Medicines and supplements (related to third parties);
  10. Gambling and betting (related to third parties);
  11. Pornography, nudity, and dating (related to third parties);
  12. Stock exchanges and Forex markets (related to third parties).

 

  1. The Parties unanimously agree that the Service Provider ‘s liability shall be limited to the amount of insurance as evidenced by a current policy of liability insurance to the extent that the policy covers. The Service Provider undertakes to maintain, throughout the term of this Contract, liability insurance for the entire term of the Contract with a sum insured of not less than PLN 1,000,000 (one million).

    With respect to activities and events not covered by the aforementioned policy, the Service Provider’s liability shall be limited to the amount representing the sum of the remuneration paid by the Client in the last six (6) months preceding the date of discovery of the violation.

    The Service Provider hereby declares that as of the date of conclusion of the Contract, it has a current liability insurance policy, which also includes insurance for cyber risks and risks related to GDPR. The Service Provider is also certified with ISO/IEC 27001:2022 certification.

 

§6 Confidentiality

    1. The Parties mutually undertake to maintain the secrecy of the content and circumstances of all the talks, negotiations, and information exchange in relation to this Contract and to cooperation between the Parties. The Client also undertakes to keep The Service Provider’s Property secret. All the information and data above are jointly referred to as “Confidential Information”.
    2. The provisions of this section do not apply to information which:

1)  is widely known at the point of disclosure to the other Party,

2)  becomes generally available to third parties after disclosure by the entitled Party and due to such disclosure.

  1. Each of the Parties undertakes before the other to inform the persons with the help of whom a Party performs this Contract – irrespective of the legal form of that cooperation (e.g., an employment Contract, business to business contract, mandate etc.) – about the confidentiality rules binding under the Contract. The Client shall ensure that the persons mentioned above will undertake to keep Confidential Information disclosed to them secret to an extent not smaller than identified in this Contract and be liable for their actions and omissions leading to the disclosure of Confidential Information as for the Client’s own acts.
  2. The obligation to keep Confidential Information secret in relation to third parties, as described in the sections above, is binding upon the Parties throughout the term of this Contract and for 5 years after the termination of the Contract (regardless of the reason or form of termination).
  3. Confidential Information transmitted by the Parties to each other, which information is not widely known yet, may not be disclosed without previous written consent of the Party from which such information was obtained, subject to the cases when the disclosure of Confidential Information to third parties is:
  • needed for the performance of this Contract (on conditions under sec. 3 above),
  • required by law, an enforceable decision or enforceable judgement,
  • needed for conducting internal inspections and audits of the Party or for the provision of professional accounting or legal services for the Party or of another kind of professional consultancy for that Party – if the persons to whom Confidential Information will be disclosed for the above-mentioned purposes are bound by the professional secrecy or by a contractual confidentiality obligation to the extent enabling the Party to meet the obligations under this section
    1. In the event that based on the exclusions specified in sec. 5 items 1-2 above, any of the Parties is obliged to disclose Confidential Information to any third party (e.g. a public authority), that Party is obliged to inform the other Party immediately, still before the disclosure of such Confidential Information to the authorized third party if possible.
    2. Upon the end of the Contract (but not later than within 7 days from its expiry), all Confidential Information obtained from The Service Provider shall be returned to it as appropriate (if transmitted on any tangible carriers) or destroyed or deleted from the Client’s data carriers, without a relevant notice. Each of the Parties is obliged to take into consideration the reasonable requests of the other Party with regard to the way in which Confidential Information is to be returned to that Party or deleted as appropriate.

 

§7 Binding force of the Contract

 

  1. The Contract is concluded for the time as given in the Order Form with the binding force from the date of Configuration and supplying the Client with login information for the Account.
  2. The Service Provider shall have the right to terminate the Contract with immediate effect in situations as stipulated within these Regulations as well as when:
    • the Client is late with the payment of the Remuneration or any part thereof for a period longer than 14 calendar days, provided that The Service Provider is immediately obliged, before the termination of the Contract for that reason and in that manner, request the Client to pay and give the Client an additional 14-day time limit from the delivery of an e-mail or written notice in that regard ((at the discretion of The Service Provider)
    • the Client violates the provisions of 2 pt. 12, 13, § 3 pt. 3, 6, 8, 13, 14,24,24, § 4 pt. 2, § 5 pt. 2, 3, 5, 6,7 and § 6 pt. 4  of the Regulations and the Client does not stop further violations and does not remedy their consequences in accordance with the demand from The Service Provider during 7 calendar days from the delivery of an e-mail or written notice in that regard (at the discretion of The Service Provider),
    • The Service Provider became doubtful as of the compliance of the Client’s usage of the Services in accordance with the Regulations or the lack of credibility of the Client’s information;
    • The service Provider obtained the knowledge that the Client is acting to the detriment of a third party;
    • the Client declares to The Service Provider the lack of will to pursue the performance of this Contract further.
  3. The Contract in accordance with the above does not constitute the grounds for any claim for damages by the Client or a third party.
  4. In the event that the Client is added to a blacklist of IP addresses or domains, The Service Provider shall be entitled to suspend the performance of the Contract in accordance with § 3 sec. 13 of the Regulation and request explanations from the Client. If the Client fails to provide explanations within a period of no more than 3 days or if the explanations are unsatisfactory, which The Service Provider shall assess at its sole discretion, The Service Provider shall be entitled to unilaterally disable providing services for one or more of the Client’s business units or to terminate the Contract, with immediate effect. In the event that the Client once again is added to a blacklist of IP addresses or domains, The Service Provider shall be entitled to unilaterally disable providing services for one or more of the Client’s business units or to terminate the Contract with immediate effect, without any request for explanations.
  5. The suspension of Service in accordance with the above does not constitute the grounds for any claim by the Client or a third party.
  6. Regardless of the provisions above, a violation of any point of anti-spam policy entitles ExpertSender to draw the sender’s attention and request to cease further violation of the terms. The sender has 3 days to provide satisfactory clarifications and 7 days to resolve the non-compliance. Failure to provide satisfactory explanations or further violation of the terms of the anti-spam policy will result in unilateral disabling of one or more business units of the sender or termination of the contract in its entirety, with immediate effect.
  7. Another case of violation entitles ExpertSender to unilaterally disable the service of one or more business units of the sender or to terminate the contract in its entirety, with immediate effect, without requesting explanations.
  8. Unless either Party provides written notice of termination at least thirty (30) days prior to the expiration of the current term, the Contract will automatically renew for successive periods of the same length as the initial term and on the same terms and conditions outlined in the Order Form. Any changes to the terms of this Agreement must be agreed upon in writing by both Parties.
  9. A statement on the termination of the Contract requires to be made in writing to be valid, otherwise such a statement shall be null and void.
  10. In the event of Contract termination, regardless of the method specified above, the settlement between the Parties shall be carried out according to the Client’s payment model. And so:
  • Fixed-term Contract:
    1. “Pay as you go” model – The Client shall bear the costs of services up to the termination date. No further charges shall be incurred beyond this date.
    2. “Prepayment” model – In the event of termination, the Client forfeits the entire amount already paid, which shall not be refunded.
  • Indefinite-term Contract:
    1. The notice period is one (1) month, counted from the end of the month in which the termination notice was submitted.
    2. “Pay as you go” model – The Client shall bear the costs of services until the end of the notice period.
    3. “Prepayment” model – In the event of termination, the Client forfeits the entire amount already paid, which shall not be refunded.
  1. A Client identified as a consumer that is a natural person concluding a Contract in direct relations with their business activity and not being specific for their brand of profession, stemming directly from the subject of that person’s business activity as specified in the legal regulations concerning the Central Registration and Information on Business and the Contract has been concluded remotely or outside of the office of the business („Sole Entrepreneur”) may within 14 days of concluding this contract resign from its performance without giving a justification. To meet the above 14-day deadline it is sufficient to send out a written declaration of resigning from the Contract to the address: ExpertSender ul. C.K. Norwida 1, 80-280 Gdańsk or to send in a scan of a printed out and signed declaration for resigning to kontakt@expertsender.pl. To file in such a declaration the Sole Entrepreneur may use the form attached to the act of Consumers Rights (appendix no 2) from 30th May 2014 (Polish Journal of Laws 2020 item 287). In case the Sole Entrepreneur makes use of this right, the Contract is considered as not concluded at all. All payments made by the Sole Entrepreneur are to be immediately returned, no longer than 14 days after receiving the declaration. In case the Sole Entrepreneur terminates the contract in accordance to art. 15 par. 3 and art. 21 par. 2 of the act of Consumers Rights that is on Client’s demand that the Services are to be provided before the termination of the Contract, the Client is obliged to pay for the Services carried out up to the day of termination.

§8 Personal Data

  1. For the purpose of the performance of the provisions of the Contract in accordance with the personal data protection regulations, the Client, on the basis of the rules detailed in the terms on personal data processing on behalf of the controller (also referred to as the “DPT” and available under […] ) commissions The Service Provider to process personal data whose controller is the Client and which will be transmitted to The Service Provider in relation to the performance of this Contract.
  2. The Service Provider may collect and transfer IP addresses and subscriber identifiers to third parties based on a legitimate interest in accordance with the GDPR in the following circumstances:
  • To protect the intellectual property rights of the Service Provider or third parties, particularly in cases of suspected infringement of these rights.
  • To ensure network and service security, including detection and prevention of cyber attacks, viruses, and other security threats.
  • To maintain proper functioning of the service, including resolving technical issues and ensuring service stability.
  • To pursue or defend against legal claims related to the use of the Service Provider’s services.
  1. The transfer of data will only occur when:
  • There is a clear and justified purpose for data processing;
  • Processing is necessary to achieve this purpose;
  • The interests or fundamental rights and freedoms of the data subject do not override the legitimate interest of the Service Provider or the third party.
  1. The Service Provider will conduct a legitimate interest assessment before each data transfer, considering:
  • Purpose test: determining whether the processing purpose is justified;
  • Necessity test: confirming that processing is necessary to achieve this purpose;
  • Balance test: ensuring that the rights and interests of the data subject do not outweigh the legitimate interest.
  1. The Service Provider commits to implementing appropriate security measures to protect the transferred data and to share data only to the extent necessary to achieve the specified purpose.

§9 Correspondence addresses

  1. Any communication between the Parties and related to the performance of this Contract (subject to its express provisions to the contrary) shall be in writing – to the current addresses of the Parties hereto as specified in the register of entrepreneurs of the Polish National Court Register, the Polish Central Registration and Information on Economic Activity (CEIDG) or their foreign counterparts as appropriate, such addresses being valid on the date of issue of a given communication to the other Party, or in the electronic (document) form, to the contact details identified in Order Form.
  2. A change of the contact persons shall be affected by giving written information to the other Party and does not require a change of the Contract. A change of the persons authorized to represent a Party, as specified in the National Court Register (if applicable), does not require giving information to the other Party. Each of the Parties is obliged to inform the other Party about a change of its contact details within 7 days of such a change, otherwise correspondence sent to the previous contact details shall be considered as delivered effectively.
  3. The Client declares that the Client has read and familiarized themselves with the letter containing information which The Service Provider is obliged to give to the contact person referred to in Order Form above pursuant to Article 14 GDPR, found under the [LINK]. The Client guarantees to The Service Provider that the Client will immediately, not later however than within two (2) business days from the conclusion of this Contract, deliver the Service Provider letter containing information under Article 14 of the GDPR to the contact person mentioned above.

§10 Complaints

    1. The Client is entitled to file a complaint regarding the performance of Services.
    2. Complaints related to the performance of the Services the Client may file in through e-mail at kontakt@expertsender.com or in written form at: ExpertSender S.A., ul. Cypriana Kamila Norwida 1, 80-280 Gdańsk, Poland.
    3. In the complaint it is necessary to give as much information and circumstance regarding the subject matter of the complaint, especially the kind and date of the irregularities and contact details. This information will allow ExpertSender to process the complaint quicker. The complaint may be filed within 30 days from the date the Service was supposed to be carried out or has not been carried out properly.
    4. The processing of the complaint by the Service Provider is done without due delay, not longer than 30 days after receiving the complaint. The Client shall be informed of the outcome by e-mail or in written form onto the Client’s correspondence address as supplied in the Order Form.
    5. The Service Provider is entitled to run interventions on the Client’s Account in scope necessary to ensure the deletion of an interference or solve an issue hampering the proper usage of the Service.

§11 Final provisions

  1. The matters not dealt with in this Contract shall be governed by the relevant Polish regulations, in particular the Civil Code and the Electronic Services Act.
  2. The Service Provider has the right to change the provisions of the Regulations at any time. In case of such changes, they shall be published at […] 7 days before becoming effective and through an e-message. Failure to accept a new or amended Regulations is equivalent with a cancellation of Services.
  3. The Client is not authorized, without prior written consent of The Service Provider expressed in written form, to assign their rights and obligations to a third party.
  4. Disputable matters shall be resolved by the Parties amicably; if there is no agreement, disputes shall be submitted to a civilian court having jurisdiction over ExperSender’s registered office.
  5. The Service Provider is entitled to change the Regulations in the event of the occurrence of at least one of the following reasons:
  • introduction by the Service Provider of new functional, organizational, or technical solutions related to the functioning of the Service or its modifications;
  • introduction by the Service Provider of new products or services, modifications to the Service, or resignation of the Service Provider from offering products or services included in the Service;
  • changes in the scope, manner, or form of the Service Provider’s performance of activities included in the Service;
  • a change in the terms and conditions of the Service Provider’s business operations or a change in market conditions related to Service Provider’s business operations;
  • introduction of new legislation or changes in the applicable regulations governing the Client’s relationship with Service Provider arising from the Agreement;
  • adaptation of the Service to market conditions resulting from technical, technological and information technology advances and changes introduced in Service Provider’s functioning information system.
  1. The Service Provider shall be entitled to amend the Regulations also in the event of any other legitimate reason resulting in an increase in the cost of the Service Provider’s business.
  2. The Service Provider shall each time publish the transmission of the amended Regulations to the e-mail address provided by the Client in the Order Form, indicating the date from which the new or amended Regulations will be applied and the reasons and conditions. The notification and sending of the new Regulations referred to in the preceding sentence shall be made by the Service Provider within two weeks before the effective date of the new or amended Regulations.
  3. The Client shall be bound by the new or amended Regulations if it does not terminate the Agreement in connection therewith within 14 days from the date of receipt of information about the amended or new Terms and Conditions, with one month’s notice effective at the end of the calendar month.