Rules for the distribution of products of the Basanti and Damajanti brands

and rights to the products and brands of Basanti and Damajanti

along with a confidentiality agreement

§1 Definitions:

Company – Damajanti Limited Liability Company based in Jaworzno at Inwalidów Wojennych 12, 43-603 Jaworzno, registered in the National Court Register maintained by the District Court in Katowice – West in Katowice, VIII Economic Division of the National Court Register under number KRS: 0001089827, share capital: 5,000.00 PLN, REGON: 528402244, NIP: 6322037041,

Distributor – a natural person, legal person, or organizational unit that is not a legal person, referred to in Article 331 of the Civil Code, conducting business activity, who, in connection with their business activity, enters into a distribution agreement acquiring Products for resale or enters into a distribution agreement to mediate in the resale of Products;

Products – goods available in the Company's assortment;

Brand – the name, logo, colors, graphics, labels, and packaging designs, the visual identification of Products identifying Basanti or Damajanti, belonging to Damajanti Sp. z o.o;

Online store - An online store operated at the addresshttps://www.basanti.eu/ which is owned by Damajanti Limited Liability Company based in Jaworzno at Inwalidów Wojennych 12, 43-603 Jaworzno, email: damajanti@vp.pl;

Regulations of the online store - Regulations defining the general conditions, basic principles, and manner of conducting sales made by the online store at the addresshttps://www.basanti.eu/regulamin 

§2 Preliminary provisions

This document defines the rules for the distribution of Basanti Products and the rights to the Products and Brand of Basanti and Damajanti, as well as constitutes a confidentiality agreement.

This document applies in every case of acquiring Products for resale or mediating in further resale, regardless of the form of placing the order and the conclusion of the agreement between the Company and the Distributor.

An integral part of the distribution agreement, including this document, is the Regulations of the online store.

Products of the Basanti and Damajanti brands are intended for sale exclusively in the market covering the territory of the Republic of Poland

§3 Rules of distribution of Products

Under the distribution agreement, the Distributor acquires Products and the right to resell the Products or mediates in the resale of Products on the terms specified in this document and the Regulations of the online store.

The distribution of Products takes place on the basis of selective distribution, which means a distribution system in which the supplier agrees to sell directly or indirectly goods or services covered by the agreement only to distributors selected according to specific criteria, and these distributors agree not to sell these goods or services to unauthorized distributors in the territory on which the supplier has decided to apply the system.

Products are intended for a specialized group of entities conducting business activities in Poland, whose subject is operating beauty salons, hairdressing, podiatry, dermatology, fitness clubs, gyms, hotels, Wellness & SPA zones, and other specialized entities from the fitness or 'Beauty' industry.

Resale of Products by the entities specified in point 3 may only take place in their stationary beauty salons, hairdressing, podiatry, dermatology, fitness clubs, gyms, hotels, Wellness & SPA zones, and other specialized entities from the fitness or 'Beauty' industry and in the online stores operated by these entities.

Acquiring Products for resale outside the distribution network of the Basanti and Damajanti brands is prohibited, including, among others, through internet sales platforms and marketplaces.

Resale of Products on online marketplace platforms such as Allegro, Amazon, OLX, Empik, Vinted, AliExpress, and other similar sales platforms is prohibited.

Resale of Products at local markets, bazaars, clearance sales, and fairs is prohibited.

The Company provides for the possibility of concluding an agreement in a different manner than by placing an order through the online store. To place an order in a manner other than through the online store, one must contact the Company and individually establish the terms and manner of placing the order.

The Distributor is prohibited from reselling Products at prices lower than the suggested retail prices specified in the Price List.

The Distributor is obliged to use the Online Store and all services offered by the Company through it in accordance with the applicable regulations on the territory of the Republic of Poland and the provisions of this document, particularly respecting the principles of social coexistence, personal rights, and rights to the Products and the Basanti and Damajanti Brands mentioned in § 4 of this document.

Any violation of the prohibitions specified in points 4, 5, 6, 7, 9, and 10 of this paragraph will also be considered a violation by any entity personally or financially connected with the Distributor, including in particular the Distributor's employee or collaborator.

In the event of a violation of the prohibitions specified in points 4, 5, 6, 7, 9, and 10 of this paragraph, the Distributor agrees to pay the Company a contractual penalty of 50,000.00 PLN (fifty thousand zlotys) for each violation, within 7 days from the date of delivery of the payment request, by bank transfer to the bank account number specified in the request.

The reserved contractual penalty does not exclude the possibility of claiming damages exceeding the amount of the contractual penalty under general principles.

In the event of a breach of the provisions regarding the distribution of Products, the Company reserves the right to take legal action to protect its rights.

§4 Rights to the Products and the Basanti and Damajanti Brands.

The rights to the Basanti and Damajanti Brands, the Company's know-how, and the Products of the Basanti and Damajanti Brands, including the composition and recipes of the Products, belong to Damajanti Sp. z o.o.

The acquisition of Products for distribution for further resale does not constitute a transfer of rights to the Basanti Brand, Damajanti Brand, know-how, the Company, composition, or recipes of the Products by the Company.

The Company agrees to allow the Distributor to use the image of the Basanti and Damajanti Brands for marketing purposes, including publishing photos, video recordings, and other promotional materials featuring the Basanti or Damajanti Brands on the Distributor's websites or in places specified in §3 point 4 of this document. The use of the Brand's image is possible under the terms and within the scope specified in §5 of this Document (license).

By acquiring the Products, the Distributor agrees to present the Products and resell them in the form in which they were delivered.

The Distributor agrees to respect the image of the Basanti and Damajanti Brands and to adhere to the Company's communication standards.

The Company is not responsible for the Distributor publishing marketing content using the Basanti or Damajanti Brands in a manner inconsistent with the Company's guidelines and policies, including content that is untrue. In particular, the Company is not responsible for the Distributor publishing misleading content to potential recipients, including assuring recipients of unverified actions of the Products, the effectiveness of the Products, or therapeutic actions.

In the event of damage arising from actions or omissions in publishing marketing content by the Distributor using the Basanti or Damajanti Brands in a manner inconsistent with the Company's guidelines and policies, the Distributor will promptly take necessary actions at its own expense to resolve the dispute and eliminate the damage and agrees to indemnify the Company from liability to third parties to the fullest extent permitted by law. In particular, in the event of a lawsuit against the Company for infringement of a third party's rights, the Distributor will enter the proceedings as a defendant, and if that is not possible, will intervene on the side of the Company's defendant and cover all court costs, legal fees, particularly litigation costs incurred by the Company.

In the event the Company is burdened with penalties, held financially liable for damages, or subjected to other types of financial penalties resulting from the actions or omissions of the Distributor, the Distributor agrees to pay the Company a contractual penalty equal to the imposed penalties or financial burdens, and in any case to reimburse the Company for imposed penalties, financial burdens of a compensatory nature, or other financial penalties in full.

The contractual penalty referred to in §4 point 8 is payable within 7 days from the date of delivery of the payment request, by bank transfer to the bank account number specified in the request.

Payment by the Distributor of penalties based on §4 points 8 and 9 of this agreement does not exclude the Company's right to claim damages from the Distributor exceeding the amount of the reserved penalties under general principles.

In the context of the distribution of Products based on the provisions of this document, the following is prohibited:

changing, covering, or removing original labels, batch codes, or expiration dates on the packaging in which the Products were delivered;

interfering with the composition or formulation of the products, their consistency, packaging, or method of packaging;

copying, reproducing, using, or imitating (so-called look-a-like packaging): logos, trade names, graphics, markings, product codes, label designs, and packaging or visual presentation used by the Company, forming the Basanti or Damajanti Brand;

taking any actions aimed at recreating the formulations or compositions of the Products and copying them, including transferring samples of the Products for chemical analysis;

conducting resale of Products under a private label or third-party brands.

Any violation of the provisions specified in points 4, 5, 6, and 7 of this paragraph will also be considered a violation by any entity personally or financially linked to the Distributor, including, in particular, an employee or collaborator of the Distributor.

In the event of a violation of the prohibitions specified in points 4, 5, and 7 of this paragraph, the Distributor undertakes to pay the Company a contractual penalty of 50,000.00 PLN (fifty thousand zlotys) for each violation, within 7 days from the date of delivery of the payment request, by bank transfer to the account number indicated in the request.

The reserved contractual penalty does not exclude the possibility of claiming damages exceeding the amount of the penalty on general terms.

A violation of the provisions specified in this paragraph may also constitute a violation of the right to a company as provided in the civil code, as well as an act of unfair competition as defined by the Act of April 16, 1993, on combating unfair competition.

The Company allows the possibility of conducting resale of Products under a private label or third-party brands, after prior conclusion of a separate agreement with the Company and obtaining the appropriate consent from the Company.

§5 License

The Company declares that it holds copyright to the graphic work – the logo "Basanti" marked and described in detail in the Appendix to this Document, constituting a work within the meaning of the Act of February 4, 1994, on copyright and related rights.

The Company has the right to grant consent for the disposal and use of the dependent right to the graphic work – the logo "Basanti", as well as the right to grant consent for the trademark registration of "Basanti".

The Company declares that the graphic work – the logo "Basanti" is free from defects, including legal defects, and does not infringe the rights of third parties.

The Company grants to Distributors a non-exclusive, free license to use the graphic work – the logo "Basanti" in the following fields of exploitation:

a) public display, showing, reproduction, broadcasting, and rebroadcasting, as well as public availability of the work in such a way that everyone can access it at a time and place of their choosing.

The graphic work – the logo "Basanti" may only be used directly in connection with the resale of Products or intermediating in the resale of Products in the stationary cosmetic, hairdressing, podiatry, dermatology, fitness clubs, gyms, hotels, Wellness & SPA zones, and other offices run by entities from the fitness or "Beauty" industries, as well as in wholesale and online stores operated by these entities for marketing purposes including publishing photos, video recordings, and other promotional materials featuring the Basanti Brand, on the Distributor's websites or in places where the Distributor conducts stationary business activities.

The authorization to use the graphic work – the logo "Basanti" does not include the right to:

modify, alter, adapt in any way,

use the work in whole or in part as an element of other markings, graphic or plastic works, or to exhibit it in such a form with other signs or markings that could give the impression to the average recipient that they create a combined connection or composite mark;

present it in a way that could create an impression to the average recipient that the services or actions of the Distributor are performed on behalf of, for the benefit of, or in the interest of the Company;

register the graphic work – the logo "Basanti" in whole or in part with the Patent Office to obtain protective rights.

The right to use the graphic work – the logo "Basanti" is granted upon acceptance of the terms of this document.

The manner of using the graphic work – the logo "Basanti" should be consistent with its nature and purpose.

The right to use the graphic work – the logo "Basanti" granted to Distributors is territorially unlimited and granted for a specified period, until the resale of the last Product purchased under the agreement – in the case of Distributors who purchase Products for resale or until the cessation of mediation in the resale of Products – in the case of Distributors who mediate the resale between the Company and another Distributor.

The granted license does not include the right to grant sublicenses.

The Distributor shall respect the personal copyright of the creator of the graphic work – the logo "Basanti".

In the event that a third party brings a lawsuit against the Distributor for copyright infringement or trademark registration rights, the Distributor shall promptly notify the Company of this fact.

The Company is not liable for claims from third parties arising from improper use of the graphic work – the logo "Basanti" by the Distributor.

In the event of damage caused by the actions or omissions of the Distributor related to the failure to respect the personal copyright of the creator of the graphic work – the logo "Basanti" or improper use of the graphic work – the logo "Basanti", the Distributor shall promptly take necessary actions at its own expense to resolve the dispute and remove the damage and undertakes to indemnify the Company against third party claims to the fullest extent permitted by law. In particular, in the event of a lawsuit against the Company for infringement of third party rights, the Distributor shall join the proceedings as a defendant, and if this is not possible, shall intervene as a third party on the side of the defendant and cover all court costs, legal fees, particularly representation costs incurred by the Company.

In the event of the Company being burdened with penalties, held financially liable for damages, or subjected to other financial penalties resulting from the actions or omissions of the Distributor, the Distributor undertakes to pay to the Company a contractual penalty equal to the imposed penalties or financial burdens, and in any case to reimburse the Company for the imposed penalties, financial burdens of a compensatory nature, or other financial penalties in full.

The contractual penalty referred to in §5 point 15 is payable within 7 days from the date of receipt of the payment request, by bank transfer to the account number specified in the request.

Payment by the Distributor of penalties based on §5 point 15 of this agreement does not exclude the Company's right to seek damages from the Distributor exceeding the amount of the stipulated penalties under general principles.

In matters not regulated by this agreement, the provisions of the Act of February 4, 1994 on copyright and related rights (Journal of Laws of 2022, item 2509) and the provisions of the Civil Code shall apply.

§6 Confidentiality Clause

The Distributor is obliged to keep confidential all Confidential Information about the Basanti and Damajanti Brands and their Products that the Distributor has obtained in the process of concluding the agreement with the Company, performing the agreement concluded with the Company, and achieving the goal of the agreement concluded with the Company related to the resale of Products or mediating in the resale of Products.

The Company does not authorize the Distributor to disclose Confidential Information about the Basanti or Damajanti Brands and their Products to third parties.

Obtaining Confidential Information about the Basanti or Damajanti Brands and their Products may occur not only through obtaining Confidential Information from the Company but also through unlawful acquisition by the Distributor of Confidential Information about the Basanti or Damajanti Brands and their Products, among others, by taking actions aimed at recreating the composition or recipes of the Products, including providing samples of the Products for chemical analysis.

If the Distributor has any doubts regarding whether the information, document, or other data referred to in §6 point 5 of this document is Confidential Information within the meaning of this document, it is obliged to notify the Company in writing within 5 working days from the moment such doubt arises. Until the Company resolves the issue of the nature of such information, document, item, or other data, the Distributor is obliged to treat it as Confidential Information within the meaning of this document.

The term Confidential Information refers to any information and all technical, technological, commercial, scientific, and other data, procedures, formulations, recipes, documents, know-how, price lists, concepts, projects and their results, drawings, software, visual demonstrations, photographs, plans (fixed in any form), and other information, conveyed verbally or in writing or in any other readable form, or acquired through observation at the Company’s premises or in other locations used by the Company, as well as data regarding the Company’s contractors, as well as organizational and financial data of the Company that has been disclosed or will be disclosed to the Distributor or its Representatives, either before or after the Parties enter into the agreement. For the purposes of the agreement, Confidential Information also includes all copies, summaries, recordings (in any form), descriptions, changes, modifications, and duplicates of any of the aforementioned data, procedures, documents, and other information received by the Distributor from the Company. Confidential Information shall primarily mean:

organizational information, including information regarding the process of acquiring Distributors; distribution networks of Products; plans and strategies for the development of the Company and the Basanti or Damajanti Brand; information contained in the Price List, databases of Distributors,

business information, including know-how,

financial information of the Company, including: assets, liabilities, equity of the Company, structure of revenues and costs, financial results, tax scale,

technical information of the Company, including information regarding the composition, recipes of Products, specifications of Products and their packaging, technology and the manufacturing process of Products.

The fact that the Company does not designate any of the aforementioned documents, information, or any other type of data carrier or movable property as confidential in no way leads to the loss of its status as Confidential Information in the sense of this document. In particular, information that is commonly regarded as confidential or a business secret under applicable law will also have the character of Confidential Information in the sense of this document, regardless of the existence or lack of such designation.

Confidential Information does not include data:

that are or will become publicly available in any way without violating these provisions;

that will be disclosed by the Distributor after obtaining prior written consent from the Company;

for which the Distributor will be obligated to disclose based on absolutely binding legal regulations, in which case the Distributor is obligated to promptly inform the Company of this fact.

The Parties agree that the burden of proving the occurrence of one or more circumstances referred to in point 7 rests with the Distributor. In the event that one or more conditions referred to in §6 point 7 occur concerning any part of the Confidential Information, the remaining part of such Information retains its confidentiality status in accordance with the provisions of this document.

The disclosure by the Company to the Distributor of any Confidential Information as defined in this Document in no way, whether in whole or in any part, results in the transfer to the Distributor of any copyrights or industrial property rights, nor does it have the effect of granting the Distributor a license, sublicense, or creating any other legal relationship of a similar nature between the Parties, nor does it result in the transfer to the Distributor of any rights or the emergence of any claims on the part of the Distributor against the Company for any reason, nor does it create any obligations between the Distributor and the Company beyond those established by the provisions of this document.

The Distributor agrees to take all necessary measures to maintain the confidentiality of Confidential Information, and in particular agrees to:

not disclose Confidential Information to the employees or collaborators of the Distributor, to any entities related to the Distributor or representing it, who do not directly participate in the performance of services commissioned by the Company, as well as to any third parties;

take all necessary actions, in particular by providing appropriate instructions regarding the handling of Confidential Information to the employees and collaborators of the Distributor, to entities related to the Distributor, or representing it; the Distributor is responsible for the actions or omissions of these persons as if they were its own actions or omissions;

not to use Confidential Information in any way, especially in the business activities conducted by the Distributor;

not to use Confidential Information for purposes other than the purpose specified in this Document.

A breach of the confidentiality obligations regarding Confidential Information will also be considered a breach by any entity personally or financially linked to the Distributor, including in particular an employee or collaborator of the Distributor.

In the event of a breach of the obligation to maintain the confidentiality of Confidential Information, the Distributor commits to promptly undertake, at its own expense, the necessary actions to remedy the breach or its consequences and commits to pay the Company a contractual penalty of 50,000.00 PLN (fifty thousand zlotys) for each breach within 7 days from the date of delivery of the payment request, via transfer to the bank account number indicated in the payment request.

The reserved contractual penalty does not exclude the possibility of claiming damages exceeding the amount of the contractual penalty under general principles.

A breach of the obligation to maintain the confidentiality of confidential information also constitutes an act of unfair competition within the meaning of the Act of April 16, 1993, on combating unfair competition.

The obligation to keep Confidential Information confidential applies for the duration of the contract and for a period of 10 years from its expiration, subject to the right to extend this period.

§13 FINAL PROVISIONS

The current version of this document is available in the online store tab at the address: https://www.basanti.eu/umowa-dystrybucji 

The Company reserves the right to change the provisions of this document for important reasons, including in particular:

to adapt its content to changes in applicable laws;

due to changes in the distribution contract conclusion process;

to adapt the content to the current policy of the Company;

modification of the Company’s business concept.

The Company will promptly inform Users of any changes to this document by publishing the updated consolidated text in the online store.

Changes to this document will take effect 14 days after their publication by the Company.

Changes to this document will not affect orders and distribution agreements concluded before the date of entry into force of the introduced changes.

Changes to the provisions of this document in the case of a subscription agreement are governed by §2 point 17 of the Online Store Regulations.

The Company reserves the right to terminate the Distribution Agreement at any time with a one-month notice period effective at the end of the calendar month – without giving a reason.

§14 APPLICABLE LAW

This document is governed by Polish law.

Under this document, all disputes that may arise in connection with the distribution agreement of Products, the Parties agree to designate the jurisdiction of the court determined by the location of the Company's registered office.

The Company is not liable for non-performance or delay in the performance of obligations arising from the distribution agreement caused by acts of force majeure – beyond the Company’s control.

Force majeure is understood as any actions, omissions, events, or accidents that are beyond the reasonable control of the Company, in particular delivery problems, telecommunications disruptions, acts of terrorism, and other justified events.