General Terms of Cooperation

I. DEFINITIONS

Distributor - Bakotech Sp. z o. o. with its registered office in Kraków, 30-348, ul. Drukarska 18/5, entered into the minutes of the National Court Register under the number 0000467615, kept by the District Court in Kraków, 11th Commercial Division, NIP 6762466740, REGON 122894922.

Partner - a company or organization that purchases solutions in the form of software, equipment or services from the Distributor in order to resell them to the End Customer

Parties - Partner and Distributor jointly.

Customer - end customer who uses the Distributor's offer through the Partner.

Product User - a natural person, legal person or other organization that does not specify legal personality, which requires or uses products marked in the Distributor's offer.

Manufacturer - a manufacturer or intermediary who is the supplier of Products to the Distributor who is covered by the cooperation of the Distributor with the Partner.

Product - software or hardware offered by the Distributor.

New Business - Products intended by the Partner to the Customer who is not a User of the Products in the subsequent purchase.

Maintenance - Products intended by the Partner to the Customer who is already a User of the Products at the time of their purchase from the Partner.

Service - a service provided free of charge by the Distributor to the Partner or its customers, includes standard support services, including sales support services, pre- and after-sales technical support services, marketing support services or logistics and financial services.

ADIT service - extended technical support services provided by ADIT Sp. z o. o. for the Distributor's Partners as part of implementation support services, ADIT Premium Service as well as technical, administrative and certification consultations and training.

Territory - the geographical area where the Distributor sells Products and Services.

GTC - General Terms and Conditions of the Cooperation Agreement between the Distributor and the Partner published at https://www.bakotech.pl/owu
GDPR - 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.

Force Majeure - circumstances over which the Distributor and the Partner have no influence, and which, due to their objectively unreasonable nature, prevent proper performance of the Agreement and delivery of Products and Services by the Distributor. Force majeure includes in particular war, martial law, a state of natural disaster, catastrophic climatic events such as floods, tornadoes, fires, acts of terrorism and all other events beyond the control of the Distributor that prevent the proper performance of the Agreements and the execution of the Partner's Orders.

II. GENERAL PROVISIONS

The GTC is an integral part of the Partnership Agreement and applies to all areas of cooperation that are not expressly regulated therein. When cooperating with the Distributor, the Partner is obliged to familiarize himself with the provisions of the GTC available on this website.
The GTC is subordinate to the provisions of the Partnership Agreements and any other agreements and arrangements between the Distributor and its Partners and supplements them. The Partner and the Distributor may change any provisions of the GTC in the Partnership Agreement or in the form of other arrangements, which should be in writing.

III.COOPERATION

1. All information regarding the Products presented in the Distributor's commercial materials, on its websites, in Product descriptions, presentations, in particular in terms of prices, parameters, appearance, dimensions, descriptions, etc. are for illustrative purposes only. The Distributor reserves the right to recognize or confirm them only to the extent that it accepts in the commercial offer, in the order or in the Agreement.
2. Offer - the Distributor provides the Partner with the opportunity to purchase Products, Services and ADIT Services based on a valid commercial offer issued by the Distributor to the Partner.
3. Inquiry - in order to receive an offer for the purchase of Products, the Partner, depending on the type of Product, should:
   1. in the case of New Business Products
      1. Each inquiry should be preceded by the Partner sending a registration application available at http://www.bakotech.pl/project-registration/
      2. The Distributor will confirm receipt of the application along with its status to the Partner within a maximum of 48 business hours. In justified cases, when the Distributor is obliged to wait for information from the Supplier, the time for confirming the registration application may be extended, of which the Distributor shall notify the Partner.
      3. The registration status of the project application lasts 90 days and may be extended for another period based on contact with the Partner's sales representative at the Distributor,
   2. for Maintenance Products
      1. sending an inquiry to the sales representative or to the address rekrutenia@bakotech.pl.
   3. for ADIT Services
      1. sending an inquiry to the sales representative or via the form on the website https://adit.pl/kontakt/
4. Offer form - commercial offers are sent to the Partner in the form of a pdf printout from the Distributor's CRM system and contain at least: creation date, expiry date, Products and their quantity, shipping costs, financing costs and the total cost of purchasing Products for the Partner. In justified cases, the Parties may agree
5. Order - The Partner should place an order on the basis of a previously sent commercial offer in pdf or jpg format to the address of the commercial supervisor or orders@bakotech.com with a copy to the commercial supervisor who appears on the commercial offer. The order should be sent from the e-mail account of a person authorized to represent the Partner specified in the Partnership Agreement, National Court Register, CEiDG or authorized to place orders based on a power of attorney or other authorization agreed between the Parties.
6. The Distributor should confirm acceptance of the Order for execution within 2 business days of its receipt.
7. The Partner may not cancel an Order that has been delivered to the Distributor without the Distributor's written consent.
8. The Distributor may grant the Partner a trade credit for the execution of the Order. Otherwise, the Partner is obliged to prepay the Order before the date of its implementation. The terms and conditions applicable to a given Order are set out in the related commercial offer.
9. All payments should be made by bank transfer to the Distributor's account indicated on the VAT invoice, in the currency specified in the approved commercial offer.
10. The execution of the Order takes place according to the following rules:
    1. In the case of software in the form of delivery of a license certificate and invoice to the e-mail address of the Partner indicated in the Order
    2. In the case of equipment in the form of shipment to the Partner or Customer of the subject of the Order, the VAT invoice is sent to the Partner's e-mail address indicated in the Order
       1. Delivery costs are specified in the commercial offer on the basis of which the Partner places the Order
       2. Shipment of equipment in Poland  and CEE takes place in the next business day delivery standard. Availability of equipment is always specified in the Distributor's commercial offer.
       3. All shipments are made under the terms of FCA Kraków, Poland (Incoterms 2000) or under the terms agreed between the Parties in the Order or Partnership Agreement.
       4. The equipment sent under the Order to the Partner is covered by the Distributor with insurance during transport.
    3. In the case of ADIT Services, the invoice is sent to the Partner's e-mail address after the service has been provided or, in the case of purchasing services in the form of virtual vouchers, immediately after ordering a given ADIT Service.

IV.SUPPORT

1. The Distributor provides the Partner with pre-sales support for the Products free of charge in the scope described at: https://www.bakotech.pl/uslugi-wspiera
2. The Partner is the first line of technical and commercial support for Customers to whom it offers or sold Products purchased from the Distributor.
3. The Distributor provides the Partner with free post-sales technical support services on business days from 9 a.m. to 5 p.m., the form and scope of which depend on the Partner's current partner status in the Bakotech B.NET Partners Network partner program:
   1. Unauthorized Partner (no Agreement)| e-mail support: support@bakotech.pl
   2. Authorized Partner | e-mail support: support@bakotech.pl and telephone support +48 12 340 92 16
   3. Premium Partner | dedicated e-mail and telephone support of a support engineer
4. The Distributor provides the Partner with warranty service for the equipment in the scope of the Products sold. In order to obtain support related to the replacement of a damaged Product, it is necessary to send the Distributor to the address support@bakotech.pl information containing:
   1. Partner's order number
   2. Data of the damaged Product, including in particular the serial number and other identification data if required by the Distributor
5. If the damage is acknowledged, the Distributor will send the Partner an RMA ("Return Merchandise Authorization") service number necessary to return the damaged equipment. A partner with an RMA number should send the equipment to be replaced or repaired at their own expense to the address of the Distributor, providing the RMA number on the packaging.
6. Unless otherwise stated in the terms or otherwise purchased, the Distributor has 30 days to replace the hardware. The cost of shipping the replaced or repaired equipment to the Partner is borne by the Distributor. The shipment to the Partner shall not be made later than 30 days from the date of receipt of the damaged equipment from the Partner.

V. LIMITATION OF LIABILITY

If the Distributor's scope of responsibility for the use of the Products by the Customer is not specified in detail, both the Distributor and its Suppliers shall not bear any liability, except for the provisions of these GTC, in relation to the Agreements or arrangements between the Partner and the Customer.

VI. PERSONAL DATA PROTECTION

1. The Distributor declares that he is the Administrator of Personal Data ("Administrator") processed for the purposes of these GTC and that he has appropriate technical and organizational measures to perform the obligations arising from the provisions of the GTC so that their processing is carried out in accordance with Regulation (EU) of the European Parliament and of the Council 2016/679 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), (Official Journal EU L 119/1) ("GDPR") as well as the Personal Data Protection Act of May 10, 2018.
2. By starting cooperation with the Distributor, the Partner declares that all Personal Data provided to the Distributor have been collected in accordance with the relevant provisions of law, in particular, each Personal Data subject has consented to the Processing of its Personal Data by the Distributor for the purposes of cooperation and implementation of the provisions of the Partnership Agreement, if required by law.
3. Based on Article. 28 sec. 3 of the GDPR, the Partner, by accepting these GTC, entrusts the Distributor, and the Distributor undertakes the Processing of Personal Data in order to establish, shape the content, perform, change or terminate cooperation.
4. The Partner authorizes and obliges the Distributor to Process Personal Data only in the scope of the following activities:
   1. copying Personal Data,
   2. storing Personal Data,
   3. removing or changing Personal Data, including at the request of the Customer,
   4. other scope (e.g. transfer of Customer and Partner data for the purposes of Order execution), after prior authorization of the Processor by the Partner in writing or electronically.
5. Entrusted Personal Data include: name, surname, position, Company name, Address, E-mail, Telephone number or other data, if their processing is necessary for the purposes of cooperation.
6. Categories of data subjects: Customers, Employees, Contractors.
7. By starting cooperation with the Distributor, the Partner confirms that he has been informed about the purpose and scope of processing Personal Data by the Distributor, the right to access, correct and delete his data.
8. Contact details of the Data Administrator: Bakotech Sp. z o.o., ul. Drukarska 18/5, 30-348 Kraków, e-mail: privacy@bakotech.com, telephone: +48 12 340 90 30
9. The processing of Personal Data will take place only for the purpose of cooperation between the Parties.
10. The Distributor may use the services of other processors who will act as subcontractors or suppliers as part of the cooperation, to which the Partner gives general consent. The list of other processors referred to in the previous sentence consists of the Distributor's suppliers and companies included in the BAKOTECH distribution group:
    1. CEEcloud Services Distribution Sp. z o.o., ul. Drukarska 18/5, 30-348 Krakow
    2. ADIT Sp. z o.o., ul. Drukarska 18/5, 30-348 Krakow
11. The Distributor has the right to update and modify the List. Updating or modifying the List of entities from point 10.10 does not constitute a change in the terms of cooperation.
12. The Distributor Processes Personal Data only on the basis of data provided as part of cooperation, through contact and registration forms on the websites of the Distributor and related companies, information provided by e-mail or electronically by the Partner, including in particular on the basis of the Partner's order, which also applies to the transfer of Personal Data to a third country or an international organization, only if it is necessary to carry out the process of providing services and orders covered by cooperation.
13. The Distributor undertakes to provide the Partner, at his request, with all information necessary to demonstrate compliance with the obligations set out in the Agreement. In connection with the above obligation, the Distributor will immediately inform the Partner if, in his opinion, there has been a violation of the GDPR or other provisions regarding the protection of Personal Data, including the Personal Data Protection Act of May 10, 2018.

VII. TRADEMARKS

1. The Partner confirms that he understands that the "Bakotech" brand is a registered trademark and is under legal protection. The Distributor transfers to the Partner the right to use the "Bakotech" brand in connection with marketing, commercial and technical activities regarding the agreed Products in the Territory.
2. The Partner confirms that other trademarks (Product trademarks) will be used only in connection with marketing, sales and technical support related to the Products.

VIII. FINAL PROVISIONS

1. These GTC and any Agreements concluded on their basis are subject to Polish law.
2. In the event of a conflict, the Parties shall make efforts to amicably settle any disputes arising between them and arising from the GTC or Agreements arising therefrom. If it is not possible to resolve the conflict amicably, the Parties agree that the law applicable to settle disputes arising from the GTC or Agreements concluded on their basis is Polish law, and the competent court is the District Court in Krakow.
3. The Distributor may change these GTC at any time. The changes come into force after their publication on the website https://www.bakotech.pl/owu