Template, not legal advice. These terms need
review by a Polish legal adviser before you rely on them,
particularly clauses 6, 10, 12 and 13. Complete or delete every
[BRACKETED] item.
1. Who we are
Services are provided by PHU HEWELIUSZ Mirosław
Ambroziak, trading as Heweliusz Consulting,
registered seat at ul. Klonowa 39, lok. A, 25-553 Kielce, Poland;
NIP PL8990026875; REGON 930243381; registered in CEIDG, Republic of
Poland ("we", "us").
We maintain meeting locations in Madrid, Spain and Rome, Italy.
These are flexible workspaces used for client meetings. They are not
branches, subsidiaries or permanently staffed establishments, and all
engagements are concluded and performed from our Polish seat.
2. Business clients only
We contract exclusively with businesses and other professional
entities acting within the scope of their commercial activity. We do
not provide services to consumers. Accordingly, consumer protection
provisions, including statutory rights of withdrawal, do not apply
to our engagements.
By engaging us you confirm that you are contracting as a business.
3. Scope of services
We provide advisory, analytical and research services, namely
readiness audits, operations and process reviews, market and
category research, and related advisory modules.
We do not develop, install, integrate, host or maintain
software. Where our recommendations require technical
implementation, that work is carried out by you or by a third party
you appoint, at your risk and cost.
4. How an engagement is formed
- Nothing on this website constitutes an offer.
- Following an assessment call, we issue a written proposal
stating the scope, deliverables, price and timeline.
- A contract arises only when you accept that proposal in
writing, including by e-mail.
- The proposal prevails over these terms where they conflict.
5. Your obligations
Our output depends entirely on the quality of what you give us. You
agree to provide accurate, complete and timely information, data
access and personnel availability. We are not liable for conclusions
rendered incorrect by information that was incomplete, inaccurate or
withheld.
6. Fees, invoicing and payment
Tax adviser required before publishing this clause.
Advertising a presence in Spain and Italy, now reinforced by
publishing in Spanish and Italian, raises the question of whether you
have a fixed establishment for VAT purposes or a
permanent establishment under Art. 5 of the Poland-Spain and
Poland-Italy double tax treaties. If either exists, the reverse-charge
statement below is wrong for Spanish and Italian clients and local VAT
registration may be required.
- Fees are fixed per engagement as stated in the proposal.
- Prices are net of VAT. Polish VAT is added at the applicable
rate. For business clients in other EU member states holding a
valid VAT number, the intra-community reverse charge applies.
[Verify per country with your tax adviser.]
- Payment terms: [e.g. 14 days from invoice date].
[State any deposit, e.g. 50% on acceptance, balance on
delivery.]
- Late payment attracts statutory interest under Polish law.
- We may suspend work on overdue accounts.
7. Confidentiality
Each party will keep the other's confidential information secret,
use it only for the engagement, and not disclose it without consent.
This survives termination for [e.g. three years].
Where a separate NDA is signed, that NDA prevails.
8. Intellectual property
- On full payment, you receive a perpetual, non-exclusive licence
to use the deliverables within your own business.
- We retain ownership of our underlying methods, frameworks,
templates and know-how, and remain free to reuse them.
- Deliverables may not be resold, published or distributed
outside your organisation without our written consent.
- We may reference the engagement in general terms (sector and
nature of work) but will not name you without consent.
9. No guarantee of outcome
We provide professional advice with reasonable skill and care. We
do not warrant any particular commercial result, revenue figure,
cost saving or return on investment. Decisions taken on the basis of
our advice remain yours, as does responsibility for them.
10. Limitation of liability
To the fullest extent permitted by law, our total aggregate
liability arising out of or in connection with an engagement is
limited to the fees actually paid by you for that engagement. We are
not liable for lost profit, lost revenue, lost data, loss of
goodwill or any indirect or consequential loss.
Nothing in these terms limits liability for wilful misconduct, or
for anything that cannot lawfully be limited.
11. Termination
Either party may terminate an engagement on
[e.g. 14 days'] written notice. On termination you
pay for work performed up to that date. Either party may terminate
immediately for material breach that remains uncured for
[e.g. 14 days] after written notice.
12. Governing law and jurisdiction
These terms are governed by Polish law. The courts competent for
our registered seat in Kielce have exclusive jurisdiction, save
where mandatory law provides otherwise.
[Note: under Regulation (EU) 1215/2012, a jurisdiction
clause between businesses is generally enforceable, but presenting
yourself as established in Spain or Italy, and marketing in their
languages, can give a client there grounds to argue for local
jurisdiction. Have this reviewed.]
13. Language of the contract
These terms are published in English, which is the sole
authoritative version. Marketing pages of this website are also
available in Polish, Spanish and Italian; those translations are
provided for convenience only and create no rights or obligations.
In the event of any discrepancy, the English text of these terms
prevails.
Engagement documents, proposals and reports are issued in Polish or
English, as agreed in the proposal.
[If you ever contract with a Polish client in Polish, note
that Polish law can require the Polish text to govern: confirm with
your adviser which language should be authoritative.]
14. Miscellaneous
- If any provision is unenforceable, the rest stands.
- Neither party is liable for delay caused by events beyond its
reasonable control.
- We may update these terms; the version in force at the date of
your proposal governs that engagement.