Service Agreement

Effective: June 25th, 2024

The given Agreement is concluded between Spółka z o. o. Elety (“ELETY”), registered and conducting activities in the Republic of Poland, on the one hand, and You (the “Client”, “you”, “your”) that expressed your will to receive the service for providing access to video content, created by and belonging to ELETY, and/or to services for the selection and creation of an individual style and accepted obligations under the Agreement without reservations and to the full extent by following the link “APPLY” or “BUY A COURSE” by using other methods, defined in this document, on the other hand, as a complete and legally binding agreement as follows:

1. DEFINITIONS

1.1 “Client’s Request for Style Matching and Consultation Services” means the Client’s request to ELETY to purchase Style Matching and Consultation Services by completing a question form offered by ELETY to clarify the details of the Client’s request for Style Matching and Consultation Services. The question form is available to the Client via a link sent by ELETY to the Client’s e-mail address. ELETY independently determines the list of questions.

1.2 “Services” – providing the Client with access to ELETY’s video content and/or selection of the Client’s individual style at the Client’s request, support in purchasing items of clothing, accessories, perfumes and other elements of the Client’s style at the Client’s request.

1.3 “Style Matching and Consultation Services” – choosing a Client’s individual style at the Client’s request, consulting the Client in the purchase of clothes, accessories, perfumes and other elements of the Client’s style at the Client’s request.

1.4 “Access Services” means providing the Client with the technical ability to access ELETY’s video content posted on the private section of the Website.

1.5 “ELETY E-mail” means the e-mail address [email protected] used by ELETY to exchange information with Clients.

1.6. ELETY – Spółka z o. o. ELETY, registered under the laws of the Republic of Poland, NIP: 7831897249, REGON: 527658326, registered office address: MŁYŃSKA 16/8, 61-730, POZNAŃ, POLAND.

1.7 Website – ELETY’s official website, located at https://eletygroup.com, consisting of an open section and a closed section. The open section is available to the public, while the closed section is available only to users who have been granted special access rights by ELETY.

2. GENERAL STATEMENTS

2.1 The Agreement was drafted and published by ELETY, and it sets the terms and conditions for the provision of the Services, the rights and obligations of the Parties under the Agreement, and applies to relations associated with the rights and interests of third parties who are not Clients, but whose rights and interests may be affected by the Client’s actions.

2.2 The Agreement is a legally binding contract between ELETY and the Client for the provision of ELETY Services to the Client.

2.3 The current version of the Agreement is permanently available on the Internet at https://eletygroup.com/service-agreement/. ELETY reserves the right to amend and/or revise this Agreement at any time, including in the event of changes in regulations and/or terms and conditions of the Services. Client should independently monitor changes to the Agreement.

2.4 The Agreement shall constitute a public offering within the meaning of the laws of the Republic of Poland.

2.5 The Client’s full and unconditional acceptance of the terms and conditions of the Agreement shall be considered as the Client’s use of the Services, registration on the ELETY Website, the Client’s payment for the ELETY Services, or clicking on the “APPLY” link in accordance with the Agreement.

2.6 Acceptance means that the Client agrees to enter into the Agreement on the terms proposed by ELETY (with all clauses and obligations set forth in the Agreement). If ELETY has not read the terms and conditions of the Agreement, this does not relieve the Client from liability and does not cancel the conclusion of the Agreement.

3. SUBJECT MATTER OF THE AGREEMENT

3.1 The subject matter of the Agreement is the provision of Services by ELETY to the Client. The Services may include Style Matching and Consultation Services to the Client.

3.1 Access Services:

3.2.1 In order to start the Access Services, the Client must click the “BUY COURSE” button in the relevant section of the Website. The Client will then be redirected to the Website with fields for entering e-mail address, future password and payment information.

3.2.2 Once the e-mail address is entered, the Client’s account will be automatically created. Confirmation will also be sent to the email address provided by the Client.

3.2.3 The beginning of the Access Services is starts from the moment the Client pays the cost of the Service/first subscription fee and it shows the fact of payment in ELETY’s electronic payment settlement system.

3.2.4 The Access Services shall be considered to be provided by ELETY as soon as the technical possibility to access the video content (opening of viewing access) posted in the closed part of the Website, is made available.

3.2.5 In order to technically access the video content (open viewing access) posted on the closed portion of the Website, the Client will need to pay for the Access Service in accordance with the procedure set forth in this Agreement and enter the access passwords sent to the email address provided by the Client. The passwords will be sent upon ELETY’s receipt of confirmation that the Client has paid for the Access Service.

3.2.6 ELETY may suspend part or all of the provision of the Access Service to the Client in the following cases:
– in case of technical damage to the Client’s equipment;
– in case of preventive maintenance;
– if ELETY has reason to believe that the Client is committing a crime that causes damage to ELETY, third parties or the state. The decision to suspend the Access Service will be made by ELETY without prior agreement with the Client.

3.2.7 ELETY shall independently create and make changes to the list of video content on the Website.

3.2.8 The Client agrees to ensure the confidentiality of registration data, password and other information required to access the Access Service, not to disclose this information to third parties (including friends, acquaintances, relatives, etc.).

3.3 Style Matching and Consultation Services:

3.3.1 The Client shall order the Style Matching and Consultation Service by sending a Request to ELETY or via Viber, Telegram, WhatsApp, Skype and other communicators. The client may also submit a verbal Request.

All subsequent interactions between ELETY and the Client as part of the Style Matching and Consultation Services will also be conducted through the above means of communication.

3.3.2 ELETY shall verify the Request received and accept it by issuing an invoice for payment.

3.3.3 The Client’s Style Matching and Consultation Service shall commence as agreed by the Parties, subject to the Client’s payment of the cost of the Service on the basis of an invoice issued by ELETY.

3.3.4 The Style Matching and Consultation Service shall be performed during the period agreed upon by the Parties.

3.3.5 Upon receipt of the Request and the amount of the advance payment, ELETY shall select the Client’s individual style at the Client’s request in accordance with the Client’s requirements and wishes specified in the Request and send the created image to the Client for approval in one of the ways provided in Section 3.3.1.

The image may include written recommendations, static and dynamic images, information in other forms. ELETY independently chooses the method of displaying information.

3.3.6 Within 3 (three) business days after receipt of the created image from ELETY, the Client shall decide whether to approve the delivered image or to agree with ELETY in writing (in the manner specified in Section 3.3.1 of the Agreement or by means of design layouts and prototype demonstration systems (Invision, Figma, Zeplin, Tilda, etc.) the necessary additions and/or changes (edits).

Unless otherwise specified in a separate Request, the number of changes (edits) within a single Request is limited to one iteration. An iteration of changes (edits) is a list of design notes and requirements for modification of specific elements of the submitted image provided by the Client.

If the Client requires more iterations of changes (edits), ELETY shall have the right to suspend the provision of Style Matching and Consultation Services to the Client until new requirements, cost, procedure and terms of provision and payment for additional Style Matching and Consultation Services are agreed upon.

3.3.7 If the Parties do not agree to continue providing Style Matching and Consultation Services to the Client or if the Client refuses to approve the image provided by ELETY, ELETY may unilaterally terminate the Agreement out of court without refunding the prepayment made by the Client.

3.3.8 ELETY shall have the right to reject the Client’s suggestions and comments regarding the image provided, if their implementation may harm ELETY’s professional reputation or lead to the violation of anyone’s rights and the provisions of applicable law.

3.3.9 Once the Client’s image has been approved, ELETY will agree with the Client on a preliminary schedule for the shopping visit and consultation schedule, as well as an approximate budget for the purchase of the Client’s clothing, accessories, perfumes and other style items.

3.3.10 For the purpose of accompanying the Client to purchase the Client’s clothing, accessories, perfumes and other items of the Client’s style, a representative of ELETY shall go to the Client or to a location agreed upon with the Client to accompany the Client to the Client’s visits to stores and other retail outlets to make purchases.

3.3.11 Meeting the Client at the agreed location, the ELETY representative again discusses with the Client the schedule of the visit and the route to the points of sale, after which, if the Client has no objections, they begin the visit to the points of sale.

3.3.12 In the process of providing the Services, the course of the point-of-sale visit and the consultation schedule may be altered as necessary by agreement of the Parties, for example, at the Client’s request, and if the point-of-sale is closed or lacks the necessary goods, access to the point-of-sale is difficult due to circumstances beyond the control of the Parties, and in other cases.

3.3.13 Services are provided on a one-to-one basis with the client, without the presence of friends, family members, or other persons.

3.3.14 ELETY shall not be responsible for cases where the outlet is not open or does not have the appropriate items of clothing, accessories, perfumes and other items selected as part of the Client’s image. All such cases shall not be considered a violation of any of ELETY’s obligations under the Agreement and shall not constitute a basis for ELETY to reduce the cost of the Style Matching and Consultation Services, pay any penalties to Client or compensate Client for damages.

3.3.15 The Client shall bear all costs of shopping for clothes, accessories, perfumes and other elements of the Client’s styling on its own. ELETY’s representative shall only provide the Client with support and advice at this stage.

3.3.16 ELETY does not provide services for custom-tailored clothing.

4. COST, PROCEDURE AND TERMS OF PAYMENT

4.1 The cost of the Access Services shall be determined in accordance with ELETY’s tariffs in effect on the date the Access Services are provided and shall be paid by the Client in the amount of 100% of the initial cost of the Access Services by bank transfer to ELETY’s current account in accordance with the data and details specified in the Agreement or the invoice issued by ELETY for the Client’s technical access to ELETY’s video content posted in the closed part of the Website on the basis of the invoice issued by ELETY. Access to ELETY’s video content posted in the closed part of the Website will be granted only after ELETY receives confirmation of receipt of payment from the Client.

4.2 The cost of Style Matching and Consultation Services shall be determined by Agreement of the Parties based on the time spent on Style Matching and Consultation Services.

4.3 The number of hours required to provide Style Matching and Consultation Services to the Client shall be determined by ELETY based on the Client’s Request and shall constitute the initial cost of the Client’s Style Matching and Consultation Services.

4.4 A variance from the initial cost of the Style Matching and Consultation Services is permitted in the following cases:

  • in the course of providing the Client’s Style Matching and Consulting Services, the need to perform additional work that could not have been foreseen at the phase of conclusion of the Agreement and approval of the Request for Style Matching and Consulting Services;
  • changes in pricing factors and other circumstances that caused a change in the final cost of the Client’s Style Matching and Consultation Services.

4.5 The Client shall pay for the Style Matching and Consultation Services on the basis of an invoice issued by ELETY and sent via electronic communication means (as well as Viber, Telegram, WhatsApp messengers) in the amount of 100% of the initial cost of the Services by bank transfer to ELETY’s current account in accordance with the data and details specified in the Agreement or invoice issued by ELETY, within 3 (three) bank days from its issuance. ELETY assumes the obligation to provide Style Matching and Consultation Services to the Client only after the prepayment amount is credited to ELETY’s current account. Partial payment of the initial cost of the Style Matching and Consultation Services provided under the Agreement shall not be the basis for commencing the provision of Style Matching and Consultation Services to the Client, unless otherwise expressly agreed by the Parties.

4.6 The final cost of the Style Matching and Consultation Services provided to the Client shall be specified on the Invoice.

4.7 The Client shall make the final payment for the Style Matching and Consultation Services on the basis of the Invoice by transferring the remaining amount to ELETY’s current account within 3 (three) days from the date of receipt of the Invoice, if the total cost of the Style Matching and Consultation Services exceeds the amount of the down payment made by the Client. If the total cost of the Style Matching and Consultation Services is paid in full by the Client in advance, the Client will not make any other payment for the Style Matching and Consultation Services.

4.8 In the event of non-payment for the Style Matching and Consultation Services provided to the Client, ELETY may unilaterally suspend them until the Client’s payment obligations are met in full.

4.9 Payment for the Service may only be made by a Client who has registered and authorized on the Website. The Client may make a non-cash payment by:

  • bank transfer;
  • bank cards of domestic or international payment systems (Visa International, MasterCard Worldwide and others);
  • fast payment systems;
  • Apple In-App Purchase for iOS operating system;
  • Google In-App Purchase for the Android operating system;
  • other methods indicated directly on the Website.

4.10 ELETY has the right to change and supplement the payment methods provided for in the Agreement. A Client who has registered and authorized can view all current payment methods on the Services purchase page.

4.11 Payment is considered to be made when the funds are credited to the Client’s personal account or charged the Client’s card. The Company is not responsible for delays in the transmission of payment information due to technical reasons of organizations that receive/transmit/credit payments.

4.12. It is not possible to pay for the Service in installments using several payment methods at the same time. For example, it is not possible to pay part of the cost of the Service by bank card and part by another payment method.

4.13 If the persons making payments for the Services charge a payment commission, the Client confirms its consent to the payment of such commissions to third parties.

4.14. In the case of payment for Subscription Services, the debit attempt is made from the bank card that the Client originally indicated when subscribing to the Access Service. In case of an unsuccessful debit attempt from this card, the debit attempt is made from other bank cards specified in the “payment methods” section of the Client’s account.

4.15 The Client agrees to use for payment for the Service only a bank card owned by the Client and for which a relevant agreement has been concluded between the Bank and the Client. If the Client uses a third party’s bank card to pay for the Service, the Client shall be solely responsible for any damage that has been/may be caused to the actual owner of the bank card.

4.16 The Client agrees that ELETY may use Stripe Payments Europe, Ltd. (“Stripe”) to facilitate payment card transactions in a secure bank electronic payment system. In such case, all Client payments will be made in accordance with the terms of the Service Agreement with Stripe.

5. ACCEPTANCE OF SERVICES PROVIDED

5.1 The Access Services shall be deemed to have been duly provided to the Client and accepted by the Client without comment as soon as the Client has been provided with the technical capability to access the Client’s prepaid access to ELETY’s video content.

5.2 Acceptance of Style Matching and Consulting Services shall be in the following order:

5.2.1 Upon completion of each stage, as well as the entire performance of the Services, ELETY shall notify the Client in writing by means of electronic communication (as well as Viber, Telegram, WhatsApp messengers) of the result’s readiness, including the date, time and method of handover and acceptance.

5.2.2 Upon acceptance, ELETY shall prepare and send the Invoice to the Client via electronic communication means (as well as Viber, Telegram, WhatsApp messengers), and the Client shall review and approve the Invoice on the date of acceptance or send ELETY a reasoned refusal to approve the Invoice.

5.2.3 If ELETY does not receive a complaint or reasoned refusal to accept the completed Style Matching and Consultation Services within 3 days, the Invoice shall be deemed approved and the Services shall be deemed accepted by the Client, completed qualitatively and timely in accordance with the Request.

5.2.4 The invoice shall be the basis for final payment for the Client’s Style Matching and Consultation Services.

6. LIABILITY OF THE PARTIES

6.1 The Parties shall be liable for non-performance or improper performance of the Agreement in accordance with the laws of the Republic of Poland. ELETY shall not be liable for actual damage or lost profits of the Client caused by improper performance of the Agreement.

6.2 ELETY shall not be liable for any temporary disruptions in the operation of the Website, including those resulting from the testing, installation, updating and maintenance of equipment providing access to the Website.

6.3 ELETY shall not be liable for any consequences of using the Access Service.

6.4 ELETY and/or its representative shall not be responsible for the Client’s choice of outlets and/or the Client’s decisions regarding the selection of certain products. ELETY’s representative shall only provide the Client with recommendations and opinions regarding the Client’s future purchases and the places where they can be purchased.

6.5 ELETY’s representative shall also not be responsible for the Client’s safety, shall not be responsible for injury to the Client’s life or health during shopping, for the safety of the Client’s property while accompanying the Client during the shopping phase.

6.6 In case of violation of the payment terms set forth in Section 4 of the Agreement, the client shall pay a penalty of 0.1% of the untimely transferred amount for each day of delay in payment.

6.7 In the event that the Client cancels the purchase of Style Matching and Consultation Services more than 30 (thirty) days prior to the commencement of the Services, the Client shall be entitled to a full refund of the prepayment; if the Client cancels the purchase between 30 (thirty) days and 14 (fourteen) days prior to the commencement of the Services, the Client shall be entitled to a refund of 50% (fifty percent) of the prepayment; if the Client cancels the purchase less than 14 (fourteen) days prior to the commencement of the Services, the amount of the Client’s prepayment shall not be refunded and shall be treated as compensation for ELETY’s lost profit.

6.8 Disputes arising from the Agreement shall be resolved by mutual negotiation. If the Parties fail to reach a mutual agreement, disputes between them shall be resolved by the courts of the Republic of Poland at the claimant’s choice.

7. FORCE MAJEUR

7.1 Neither Party shall be liable for total or partial failure to perform its obligations under the Agreement if such failure is caused by force majeure circumstances, namely: floods, fires, earthquakes and other natural disasters, strikes, public unrest, armed conflicts and clashes, military actions, resolutions and actions of state and other authorities preventing the Parties from conducting business and performing the Agreement.

7.2 The Party for whom the performance of obligations is impossible due to the circumstances indicated in Section 7.1 of the Agreement shall immediately, but no later than within 5 (five) days, notify the other Party in writing by means of electronic communication (as well as Viber, Telegram, WhatsApp messengers) of the emergence and cessation of the above circumstances.

7.3 Lack of notification or untimely notification shall deprive the Party of the right to invoke any of the above circumstances as a basis for exonerating liability for non-performance of obligations under the Agreement.

7.4 If circumstances of force majeure have affected the ability to fulfill the obligations, the deadline for fulfillment of the obligations will be postponed proportionally by the duration of the relevant obligations and (or) their consequences.

7.5 If the force majeure lasts longer than 6 (six) months, each Party shall have the right to refuse to fulfill its obligations under the Agreement in whole or in part, in which case neither Party shall have the right to claim compensation for any losses from the other Party.

8. CONFIDENTIALITY

8.1 The Parties shall keep the following information confidential:

  • any information for which the Party providing such information declares confidentiality, including by default such information includes: business plans; any information regarding sales and pricing of the Services that may be discussed by the Parties; financial information of any kind; operational information; intellectual property; technical data of any kind, including documentation, drawings, designs, models, reports, studies and formulas; questionnaires; correspondence; data and databases; specifications; concepts; plans; methods and the like. Information may be written, oral or stored on electronic, magnetic or other media.

8.2 The Parties have agreed that the following information is not confidential:

  • information that is in the public domain at the time of disclosure by a Party to the Agreement or that subsequently becomes publicly available for reasons beyond the control and action of the Party that received the information in question;
  • information that was in the possession of the Party receiving the information at the time it was provided by the other Party, confirmed by written or other relevant evidence;
  • information disclosed to the recipient by a third party with an unrestricted right to such disclosure.

8.3 The Parties shall ensure the protection of confidential information at least at the level of protection of their trade secrets.

8.4 Each Party recognizes that any confidential information disclosed by the other Party constitutes a valuable and unique asset of the other Party. Each Party undertakes and agrees that it shall not disclose to any third party any confidential information it receives from the other Party, and shall not use such information for any purpose that directly or indirectly involves a breach of confidentiality, without first obtaining the written consent of the Party providing the information to be disclosed. Each Party agrees to use all reasonable means and ways to protect against unauthorized use or disclosure of confidential information received from the other Party.

8.5 The Parties shall have the right to disclose confidential information to entities involved in the provision of the Services to the extent necessary for the performance of the Services.

8.6 The Parties shall have the right to disclose information on mutual cooperation.

8.7 ELETY has the right to include in its portfolio a description of the style selection and image created for the Client, without disclosing details. If there is any doubt as to the extent of the information to be disclosed, ELETY will request the Client’s consent to do so.

9. EXCLUSIVE RIGHT

9.1 All rights to ELETY’s video content belong to ELETY. The provision of ELETY’s video content to the Client does not result in the transfer of any rights to said video content or any part thereof to the Client. The Client may not copy the said video content, make any changes to it, create any other objects of intellectual property based on it, transfer the video content to third parties without ELETY’s prior written consent.

9.2 The rights to any intellectual property objects created by ELETY in the course of providing Style Matching and Consultation Services to the Client shall remain the property of ELETY. The Client obtains the right to use these objects under a simple (non-exclusive) license for its own use. The license fee for granting this right is included in the price of the Services and is not paid by the Client.

10. PROCEDURE FOR AMENDING AND SUPPLEMENTING THE AGREEMENT

10.1 Amendments and (or) additions to the Agreement shall be made unilaterally by ELETY’s decision.

10.2 Amendments and (or) additions made by ELETY to the Agreement in connection with changes in the legislation of the Republic of Poland shall come into force simultaneously with the entry into force of the changes in the legal acts of the Republic of Poland.

10.3 The text of the amendments and/or additions to the Agreement or its new version shall be made public by ELETY by posting (publishing) the relevant information on the Website.

10.4 Continuation of use of the Services after changes and/or amendments to the Agreement shall constitute Client’s acceptance and agreement to such changes and/or amendments. If Client does not agree with the terms of this Agreement, Client’s use of the Services shall be terminated immediately.

10.5 If the Client does not agree with the changes and/or additions made, the Client shall have the right to terminate the Agreement within 10 (ten) business days from the effective date of the changes and/or additions by notifying ELETY in writing by means of electronic communication (as well as Viber, Telegram, WhatsApp messengers). In such case, ELETY will refund to the Client the prepayment made by the Client, except for the cost of the Services actually performed up to that point.

10.6 Termination of the Agreement shall also be deemed to be any written notice sent by ELETY via electronic communication (as well as Viber, Telegram, WhatsApp instant messaging) of disagreement with changes and/or additions to the new version of the Agreement or refusal to comply with its terms.

10.7 The Parties unconditionally agree that the silence (lack of written notifications by means of electronic communication (as well as Viber, Telegram, WhatsApp messengers) about the termination of the Agreement or disagreement with its individual provisions, including changes in the cost of services, shall be considered as the Client’s consent to the new version of the Agreement.

11. OTHER CONDITIONS

11.1 By entering into the Agreement, the Client declares that he/she:

  • guarantees that the Request submitted by him/her do not contradict the legislation of the Republic of Poland, do not violate the rights and legitimate interests of third parties (personal, property), do not harm their honor, dignity and business reputation, and do not contain illegal materials;
  • the information provided by him/her in making the Request is complete and truthful;
  • realizes and agrees that some of the information he provided in making the Request may be available to third parties due to the requirements of the legislation of the Republic of Poland.

11.2 If any of the terms and conditions of the Agreement become invalid, are declared illegal or are excluded from the Agreement, this shall not invalidate the remaining terms and conditions of the Agreement, which shall remain valid and binding on all Parties.

11.3 The Parties undertake to inform each other immediately of any difficulties that may lead to failure to comply with individual terms of the Agreement in order to agree and take the necessary measures.

11.4 Working materials, comments, requirements and other information necessary for the execution of the Agreement shall be provided by the Parties to each other in writing by means of electronic communication (as well as Viber, Telegram, WhatsApp messengers). The Parties recognize the legal force of documents and information transmitted by such means of communication.

11.5 Any matters not regulated by the Agreement shall be resolved in accordance with the laws in force in the Republic of Poland.

11.6 The Parties irrevocably agree that the Agreement shall be executed at ELETY’s registered office.

11.7 The Parties irrevocably acknowledge the legal validity of the text of the Agreement.