Terms and Conditions

These Terms and Conditions (hereinafter referred to as “the Partner Program Terms and Conditions”) outline the general terms and conditions of cooperation between RAVION Spółka z Ograniczoną Odpowiedzialnością (Polish Limited Liability Company), with a registered seat in Poznań (hereinafter referred to as “the Company”), and non-consumer persons conducting business activities (so-called B2B) with respect to the sale of the Company’s Products, conducted via the e-commerce platform lorenso.pl (hereinafter referred to as “the Online Store”), as well as the terms and conditions regulating the distribution of the Company’s Products by Partners.

1. General Provisions 

1. The Online Store available at lorenso.pl is maintained by the Company.

2. The Company’s contact information:

   1. mailing address: RAVION Spółka Z Ograniczoną Odpowiedzialnością, ul. Jana Henryka Dąbrowskiego 77A, 60-529 Poznań, Poland;

   2. email address: kontakt@lorenso.pl;

   3. telephone number: +48 730 801 808, office open on working days from Monday to Friday, from 8:00 am to 4:00 pm (calls charged at regular rates, according to the fees determined by the caller’s service provider). 

3. The Partner Program Terms and Conditions are directed exclusively to non-consumer persons conducting business activities who are interested in cooperation with the Company as distributors of Products. 

4. Acceptance of the Partner Program Terms and Conditions and the General Terms and Conditions, as well as creating a Partner Account are voluntary, but required in order to establish cooperation, and in particular to place an Order and to conclude the Distribution Agreement and the Sales Agreement. 

5. In order to use the Online Store, including browsing the Online Store’s offer and placing Orders, a user has to meet the following minimum technical requirements: 

   1. have access to a computer or another multimedia device with internet access; 

   2. have access to one of the folliwing web browsers: 

      1. Internet Explorer version 11.0 or higher; 

      2. Mozilla Firefox version 52.0 or higher; 

      3. Google Chrome version 56.0 or higher; 

      4. Opera version 43.0 or higher; 

      5. Apple Safari version 8.0 or higher; 

   3. access to an active email account. 

6. All Partners using the Online Store are obliged to: 

   1. abide by the provisions of applicable law and the Partner Program Terms and Conditions while using the Online Store; 

   2. abide by the principles of good conduct and respect the rights of other persons while using the Online Store; 

   3. refrain from submitting and sharing unlawful content; 

   4. use the Online Store in a manner that does not impede its functioning; 

   5. only use the content provided in the Online Store and the Partner Account in the areas specified by the Partner Program Terms and Conditions; 

   6. refrain from sharing or disseminating unsolicited commercial communication (spam) through the Online Store. 

7. The terms and phrases starting with capital letters used in the Partner Program Terms and Conditions, including their inflection, plural and singular forms, should be understood as follows: 

   1. Accessories – movable goods available in the Online Store, which constitute Products other than wallpapers (e.g. wallpaper adhesives). 

   2. Customer — a natural person over 18 years of age or a natural person over 13 years of age who has received the consent of their legal guardian or who has full legal capacity of their own, as well as a legal entity or an organisational entity without legal personality who is granted legal capacity by applicable law, who uses the Online Store and in particular who places an Order via the Online Store. Both individual Consumers and Entrepreneurs can be Customers; 

   3. Polish Civil Code – the Act of 23 April 1964 Civil Code (Journal of Laws of 1964, No 16, item 93, as amended; “KC”); 

   4. Discount Codes – individual discount codes assigned to a Partner, to be distributed by the Partner to Customers. Discount Codes can be redeemed by Customers in the Online Store; 

   5. Consumer – a natural person who performs a legal transaction with the Company, unrelated directly with that person’s professional or business activity, in particular who places an order in the Online Store in accordance with the General Terms and Conditions; 

   6. Partner Account – an account registered by a Partner in the Online Store and activated by the Company which is jnecessary to commence and conduct cooperation between the Company and the Partner under the conditions and within the scope specified in the Partner Program Terms and Conditions. 

   7. Licence – agreement to use a Work under the conditions specified in the Partner Program Terms and Conditions, granted upon registering a Partner Account by accepting the Partner Program Terms and Conditions.; 

   8. Partner – a person who is an Entrepreneur and who has entered into cooperation with the Company within the scope specified in the Partner Program Terms and Conditions. If a Partner uses the Online Store, and in particular places an Order for Products via the Online Store, that Partner is also a Customer; 

   9. Product – a movable good available in the Online Store which can be the subject of a Sales Agreement between a Customer and the Company; 

   10. Commission – remuneration payable to a Partner for the purchase by Customers of Products assigned to the Partner Account; 

   11. Entrepreneur – a natural person, legal entity or organisational entity without legal personality who is granted legal capacity by applicable law, conducting professional or business activity in their own name; 

   12. Customer Discount – a discount granted by a Partner to a Customer by generating a Discount Code. 

   13. Partner Discount — a discount available to a Partner if they wish to make a purchase in the Online Store; 

   14. General Terms and Conditions – the terms and conditions regulating the sale of Products, available at https://partner.lorenso.eu/page/terms-and-conditions;  

   15. Partner Program Terms and Conditions – this document, which also constitutes the terms and conditions referred to in Article 8 of the Polish act of 18 July 2002 on provision of services by electronic means (Journal of Laws of 2002, No 144, item 1204 as amended).; 

   16. Online Store — the e-commerce platform of the Company, available at: lorenso.pl;  

   17. Company (also referred to as the Seller in General Terms and Conditions) - RAVION SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ, a company with a registered office in Poznań at ul. Jana Henryka Dąbrowskiego 77A, 60-529 Poznań, whose registration files are maintained by the District Court for Poznań—Nowe Miasto and Wilda in Poznań, VIII Commercial Division of the National Court Register under KRS No. 0000898683 with a fully paid-up share capital in the amount of PLN 5 000.00, and tax identification numbers NIP No. 6961898442 and REGON No. 388828907; 

   18. Sales Agreement – an agreement for the sale of a Product made by and between a Customer and the Company via the Online Store. Sales Agreements are subject to the applicable provisions of the General Terms and Conditions; 

   19. Distribution Agreement – an agreement for the distribution of Products made by and between a Partner and the Company, the provisions of which are outlined in the Partner Program Terms and Conditions, concluded upon registration of a Partner Account by acceptance of the Partner Program Terms and Conditions; 

   20. Electronic service – a service by electronic means as defined by the Polish act of 18 July 2002 on provision of services by electronic means (Journal of Laws of 2002, No. 144, item 1204 as amended), provided by the Company for the Partner via the Partner Account and the Online Store; 

   21. Work – a creative work as defined by the Polish act of 4 February 1994 on the law of copyrights and related rights; 

   22. Order – a declaration of a Customer’s will, made via the Online Store, which specifies the type and number of Products (available in the Online Store’s offer at the time the order is placed) to be purchased by the Customer, the method of payment for the Products, the method and place of delivery, as well as the Customer’s personal data, and which constitutes the Customer’s offer to the Company of entering into a Product Sales Agreement via the Online Store. 

2. Electronic services 

1. For a description of Electronic Services, please refer to the applicable provisions of Section 2 of the General Terms and Conditions with the following amendments arising from the Partner Program Terms and Conditions. 

2. In addition to the Electronic Services described in the General Terms and Conditions, the Online Store also offers the Partner Account service.  

3. As part of the Partner Account service, a Partner is granted access to the following functionalities: 

   1. creating and managing a personal Customer database (including recording Customer data); 

   2. assigning Orders made by Customers to the Partner Account; 

   3. the ability to verify the Orders made in the Online Store by Customers assigned to the Partner; 

   4. the ability to check the amount of commission payable to the Partner;  

   5. the amount of Partner Discount available for the Partner to use in the Online Store; 

   6. the ability to generate Discount Codes assigned to the Partner’s Account, which can be distributed to Customers; 

   7. an individual QR code linked to the Partner’s Account, which will automatically assign a Customer of the Online Store to the Partner’s Account if the Customer scans the code and enters their data; 

   8. the ability to generate individual previews and visualisations of Products; 

   9. the access to the Company’s database of photos; 

   10. information about the recommended retail prices of Products. 

4. The use of the Partner Account is: 

   1. voluntary, but it is required to conclude the Distribution Agreement with the Company; 

   2. free of charge; 

   3. conditional upon the acceptance of the General Terms and Conditions as well as the Partner Program Terms and Conditions. 

5. The registration of a Partner Account can be completed using a digital form available in the Online Store. In order to register a Partner Account, the Partner has to provide the following data: 

   1. country of residence or registered office; 

   2. name, surname and address; 

   3. telephone number and email address; 

   4. personal data of the recipient and the address for Product delivery; 

   5. company details and the tax identification number; 

   6. account password; 

   7. address of the Partner’s websites (online stores); 

   8. the sectors of the Partner’s business activity. 

6. Upon the submission of a completed form, the Partner Account is registered, but it still requires activation by the Company to be accessed. Before it is fully activated, the Partner Account remains inactive. 

7. In the event of a change in the data provided in the Partner Account, the Partner is obliged to update the data without delay. In particular, the Partner is obliged to provide addresses of new websites (online stores), which will be used to promote Products. 

3. Sales Agreements concluded by the Partner 

1. The Partner may conclude Sales Agreements for his/her personal use as well as for further resal of Products.  

2. Sales Agreements are regulated by the applicable provisions of the General Terms and Conditions with the amendments arising from the Partner Program Terms and Conditions, in particular the provisions of Section 3, Terms and Conditions of Agreements, Section 4, Terms and Methods of Payment, Section 5 Cost, Methods and Terms of Delivery and Receipt of Products, as well as Section 6 Complaint Procedure 

3. Partnerowi The Partner is eligible for the Partner Discount on Products available in the Online Store, with the exception of Accessories and delivery costs. The Partner Discount is calculated based on the net price of a Product as indicated in the Online Store. The discount amount can be seen in the Partner Account and may be unilaterally adjusted by the Company  

4. If the Partner decides to purchase Products for further resale: 

   1. the Company shall no longer be liable under warranty for the Products or due to the Products’ lack of conformity with the Sales Agreement; 

   2. any provisions of the General Terms and Conditions regarding the rights of Consumers (including but not limited to the ability to withdraw from a remote agreement, concluded off-premises), shall not apply to such Sales Agreements. 

   3. Section 10 of the General Terms and Conditions – Provisions Applicable to Entrepreneurs – is in such case fully valid. 

4. Terms and conditions of distribution of Products by the Partner 

Distribution Agreement – General Provisions

1. The Distribution Agreement is concluded upon registering a Partner Account and accepting the General Terms and Conditions as well as the Partner Program Terms and Conditions by a Partner. Until the Company activates the Partner Account, the Distribution Agreement and the Partner Account remain inactive. The Partner may only begin distribution of Products after the Partner Account has been activated by the Company. 

2. The Partner does not have any exclusivity over the Products. The Company may distribute Products in cooperation with different Partners. 

3. While distributing Products, the Partner is obliged to act in good faith, be loyal to the Company and follow the principles of fair trade. The provisions of the Partner Program Terms and Conditions as well as any statements made by the Partner or the Company shall be construed as made in good faith. 

4. The Partner is not entitled to designate further distributors of the Products. 

5. The Partner hereby undertakes: 

   1. to promote and sell Products using all available means and sales channels; 

   2. to observe all guidelines and instructions issued by the Company with respect to marketing and advertising of Products; 

   3. not to introduce him/herself as a representative of the Company and not to make any statements in the name or on behalf of the Company; 

   4. to use the logotype and the Works provided by the Company only for the purpose of advertising and selling of Products in accordance with the provisions of the Partner Program Terms and Conditions, and in particular of Section 5. Copyrights; 

   5. to sell the Products under their trademark and the Company logotype, in their original packaging, the way they are presented by the Company;;  

   6. to indicate that the Products are part of the “Lorenso” brand any time the Partner shares designs/previews/collections of Products on any sales channel and in particular on the Partner’s website and on social media. The “Lorenso” label should include: 

      1. a clear and visible indication of the brand/producer: “Lorenso”; 

      2. the original title of the Product; 

      3. the producer's catalogue number; 

      4. wherever It is possible: an active link to the Product’s webpage in the Online Store; 

   7. if the Partner has entered into a Sales Agreement, to verify that he/she has received the correct Products every time before they are delivered to the Customer; 

   8. to indemnify the Company against any and all costs, complaints, demands or other claims against the Company resulting from or related to any breach of the Partner’s obligations under this Agreement; 

   9. not to copy Products or the solutions used in them. 

6. The Company hereby undertakes: 

   1. to fulfill confirmed Distributor orders for the Partner barring unforeseen events, supply or technical difficulties; 

   2. to ship full-value products with appropriate documentation, labelled in accordance with the provisions of Polish law; 

   3. to provide, upon the Partner’s request, Product designs, instructions, technical details, catalogues, promotional materials and Product specification. 

7. Depending on his/her business model, the Partner may offer the distributed products for sale:

   1. via the Online Store, where Customers can place individual Orders. These orders are then made available for review by the Partner, provided that the Customer was entered into the Partner’s Customer database prior to placing the Order or linked his/her order with the Partner’s Account using the dedicated QR code. In this model, the placement and fulfilment of Orders are regulated by the General Terms and Conditions; 

   2. via other sales channels, independent of the Company, including the Partner’s own online or physical stores, by placing Orders in the Partner Account. In this model, the placement of Orders and fulfilment of the related Sales Agreement are regulated by both the General Terms and Conditions and the Partner Program Terms and Conditions; 

   3. in a mixed model, i.e. using both models described above. 

8. When logged into their Partner Account, the Partner can display the recommended retail net price of individual Products, which is increased upon each sale by the amount of the value added tax applicable on the day of the sale. The Partner is not obliged to observe the recommended retail net price when reselling the Products  

5. Copyrights 

1. The Company reserves all rights to the Online Store, including the author’s economic rights, intellectual and industrial property rights in their full extent, including the name, domain and website of the Store as well as templates, forms, logotypes, photographs shared through the Online Store (excluding some logotypes and photos whose copyright is held by third parties).  

2. The relationship between the Company and the Partner with regards to copyright is regulated by applicable provisions of the General Terms and Conditions, included in Section 7. Copyrights, as amended by the Partner Program Terms and Conditions. 

3. For the duration of the Distribution Agreement, the Company grants the Partner a free and non-exclusive Licence to use: 

   1. the Company logotype (which can be downloaded from the Partner Account), 

   2. Works in the form of photographs, graphics and other graphic materials available in the Online Store and in the Company library, accessible from the Partner Account, whose copyright and intellectual property rights are held by the Company, in such aspects of the Partner’s business activity that are closely and directly linked with the performance of the Distribution Agreement, to the extent necessary for the promotion and sale of Products.

1. On the basis of the aforementioned licence, the Partner is authorised to: 

   1. upload, display and store the Works and the Company logotype on his/her own online store or social media to the extent necessary for the promotion and sale of Products; 

   2. use the Works and the Company logotype for promotional, advertising, informational and services activities provided they are closely and directly linked with the performance of the Distribution Agreement; 

   3. indicate the holder of copyrights to and the owner of the presented Works. 

2. The licence does not grant the Partner the right to: 

   1. share the digital files containing the Works and the Company logotype with any third party or independently produce wallpapers with the use of the aforementioned Works; 

   2. modify the Works or the Company logotype in any way.  

3. All marketing materials concerning Lorenso brand Products published by Partners must contain an active label of the Brand/Producer, i.e. Lorenso, and information about the Company. The company shall provide detailed specifications of this label to the Partner. The conditions for labelling Products to be presented in the Partner’s online store have been specified hereinabove. These conditions also apply to Products sold with the use of other sales channels.  

6.Personal Data Protection 

1. Personal data protection is regulated by the applicable provisions of the General Terms and Conditions included in Section 8., Personal Data Protection, as amended by the Partner Program Terms and Conditions . 

2. Whereas both the Company and the Partner are professional entities conducting business activities, the parties jointly declare that their employees have been informed of the possibility of their personal data being shared with the other party and third parties to the extent necessary for the performance of the Distribution Agreement. Moreover, the employees of the Parties have received adequate training on the provisions of personal data protection and are therefore fully aware of their rights and responsibilities related to processing of personal data. 

3. The Partner declares that in processing of personal data for the performance of the Agreement, he/she shall follow the provisions of applicable law, and in particular Regulation (EU) No 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 the repeal of Directive 95/46/WE (hereinafter referred to as “RODO”)..  

4. Considering the above, the Partner declares that: 

   1. the processing of personal data of prospective Customers for the performance of the Distribution Agreement and the use of the Partner Account, including the sharing of such personal data with the Company for the purposes of concluding a Sales Agreement and fulfilling the Distribution Agreement, shall be lawful, i.e. shall be done based on at least one of the grounds for lawful processing of data under Article 6.1. of RODO; if the grounds for processing of data is a consent of a person whose data is being processed, the Partner additionally declares that he/she has met the conditions for consent by prospective Customers under Article 7. of RODO;  

   2. on collecting personal data, the Partner shall provide prospective Customers with the information specified in Article 13 of RODO (on his/her own), including the information that the Customers’ personal data shall be shared with the Company for the purpose of concluding a Sales Agreement and for marketing purposes. 

5. Moreover, the Partner shall provide any prospective Customer whose data is to be shared with the Company (by entering it in the Partner Account) with information mentioned in Article 14.1. and 14.2. of Rodo (in particular the information that the Company shall be the controller of the Customer’s personal data). The Partner undertakes to provide this information to every prospective Customer prior to sharing that Customer’s personal data with the Company. 

6. Considering the above, the Partner undertakes to only share Customers’ personal data with the Company after fulfilling the abovementioned conditions. 

7.Additional provisions in view of the professional character of the cooperation  

1. The Company may terminate the agreement for the provision of Electronic Services effective immediately without stating the reason by sending a suitable notice to the service recipient. Giving such notice is equivalent to the termination of the Distribution Agreement – irrespective of other provisions of the General Terms and Conditions. 

2. The Company's liability towards the Partner, regardless of its legal basis, is limited – both for individual claims and for all claims in total – to the amount of one thousand zlotys (PLN 1 000). The limitation referred to in the preceding sentence applies to all claims made by the Partner against the Company, including those made in the absence of a Sales Agreement or unrelated to the Sales Agreement. The Company is only liable towards the Partner for typical damages foreseeable at the time of agreement conclusion and is not liable for lost profits. The Company also bears no liability for delays in delivery. The aforementioned exclusion of liability does not apply if the damage has been intentionally caused by the Company. 

3. Any disputes between the Company and the Partner shall be resolved by the competent court for the registered office of the Company. 

8.Final provisions 

1. Except as required by law, the Parties undertake to keep in confidentiality all non-public, proprietary and confidential information related to the Parties’ activities, including commercial information obtained during the performance of the Distribution Agreement, for the duration of the Distribution Agreement and after its termination. The duty of confidentiality shall remain in force for the period of 5 years from the date of termination of the Distribution Agreement. 

2. The Partner Program Terms and Conditions are available free of charge on the Online Store’s website in the store Terms and Conditions tab – https://partner.lorenso.eu/page/terms-and-conditions and at the Company’s office. The Terms and Conditions are available at the aforementioned address in a format that allows the Partner to obtain, reproduce and preserve the content of these Terms and Conditions with the use of a computer system. The content of agreements made via the Online Store is preserved, secured and shared by sending it to the email addresses provided by Customers when making transactions in the Online Store. 

3. The Company reserves the right to change its offer or remove materials from the shared library effective immediately, which shall not constitute the basis for any claims by the Partner against the Company.  

4. The Company reserves the right to amend the General Terms and Conditions as well as the Partner Program Terms and Conditions for valid reasons, i.e.: changes in the law; changes in methods of payment and delivery (to the extent that such changes affect the provisions of the aforementioned Terms and Conditions), changes in information systems. 

5. In the case of non-continuous agreements made under the Partner Program Terms and Conditions (e.g. a Sales Agreement), the changes to the General Terms and Conditions and the Partner Program Terms and Conditions shall not affect in any way the rights acquired by the Partner before the introduction of the changes. In particular, changes to the Partner Program Terms and Conditions and the General Terms and Conditions shall not affect already placed or processed Orders or concluded, realised or fulfilled Sales Agreements, unless the Partner Program Terms and Conditions state otherwise. 

6. In matters not regulated by the Partner Program Terms and Conditions, the general provisions of Polish law apply, in particular the provisions of the Polish Civil Code; the Polish act of 18 July 2002 on provision of services by electronic means; the Polish law of copyrights and related rights of 9 February 1994; other provisions of applicable law.