General Terms of Use – Partner Regulations

General Terms of Use – Partner Regulations

DEFINITIONS

Application – software enabling the Service Provider to provide the Service, intended for (i) Users to use the Application’s features, (ii) Partners to confirm the Program Participants and Program Organizers’ entitlements to purchase services or goods from Partners and (iii) Program Organizers to create Programs, reporting Program Participants and administer part of their rights as part of the Application features and use other features supporting business processes of Program Organizers. The Application is available to people who can connect to the Internet using Access Devices. The detailed features of the Application are specified in the instructions for Program Participants, Program Organizers and Partners available at www.nais.co or directly in the Application. The Service Provider reserves the right to change the Application or its individual features (including the domain under which it is available) at any time, in particular for the purpose of its further development and improvement.

User Account – a collection of resources and permissions available as part of the Application assigned to a specific Application User.

Nais – designation of the brand or company under which operate the Affiliates and the Application enabling the provision of the Service.

Applicable Law – provisions of local law applicable to the activities of the Service Provider.

Payment Operator – an entity intermediating in the transfer of means of payment; in particular, banks, paying agents, entities operating payment systems, Card Organizations, electronic money institutions. The list of Payment Operators and the payment methods they support can be found at https://nais.co/legal/nais-payment-provider.

Program Organizer – an entity using the Application features intended for program organizers aimed at aimed at building commitment and a good atmosphere of cooperation (for example, among employers who organize and manage programs for their employees, associates and key business partners), including, among others, by transferring funds to the Service Provider as a trustee, as part of the Program, to enable Program Participants to use them, but only at the time and in order to purchase services or goods from Partners selected by the Program Participant, subject to restrictions that could be imposed by the Program Organizer in regard to possible use of these funds. The Program Organizer may use the Application in such a way that it will create a program to which it will invite other program co-organizers.

GTU – Terms of use called General Terms of Use, whereby each of the entities using the Application in order to achieve their goals, i.e. the User, the Program Organizer and the Partner accept the GTU appropriate to the scope of their rights and obligations, therefore these GTU will be referred to, respectively, as the GTU – User Regulations, GTU- Program Organizer Regulations and GTU – Partner Regulations.

Partner – an entity offering services or goods using the Application for Program Participants or Program Organizers as part of their business activities. 

Nais Affiliate – an affiliate operating under the Nais brand acting as a Service Provider, Software Producer, Partner or having other role related to the provision of services in the Application.

Data Protection Law – means the provisions of law on the protection of personal data applicable to the Nais Service Provider in accordance with the scope indicated by the Applicable Law.

Software Producer – Nais Affiliate, which is a software creator, owning the copyrights to its own application source code, data architecture and all other rights related to the implementation of the Application feature.

Program – set of Application features under the Nais brand, owned by the Service Provider, use of which, among others, helps to build a balanced partnership between the Program Organizer and the Program Participants. The program also enables the management of all the Application features necessary to run the program by the Program Organizer, such as the entitlements of Program Participants.

Program Participant – the User invited to the Program by the Program Organizer. Program Participants, in addition to using the Application features dedicated to them and related to the Program, may have the right to manage it or use some of its features on behalf of the Program Organizer. A User running a sole proprietorship is also the Program Organizer for the Program Participants he/she invites to the Program.

Access Devices – devices capable of connecting to the Internet through which the connection and use of Application is carried out. The list of web browsers or applications cooperating with the Application and the rules for their configuration and configuration of network devices is each time described in detailed instructions. The Service Provider ensures the compliance of the Application only with the latest versions of the most popular internet browsers.

Service – a service provided by the Service Provider on its own behalf and for its own account.

Service Provider, Service Supplier, Nais, We – depending on the context, a Nais Affiliate being party to the Agreement, providing the Service directly. Information about the Service Provider can be found in the User Account. The list of Nais Service Providers can be found at https://nais.co/legal/nais-service-provider.

User – person having a User Account in the Application.

Price List – an offer presenting a comparison of the possibilities and prices of the Application Subscription Plans and the value-added services offered by the Service Provider. Price List can be found at www.nais.co/pricing.

I. GENERAL REGULATIONS

  1. The Service Provider shall ensure the highest availability of the Application, including removing Application failures  as soon as possible. Maintenance works shall be carried out – where possible – at night.
  2. The Service Provider provides Partner with basic features of the Application in return for payment (additionally, Partner at any time shall incur any data transmission costs related to the use of the Access Device – in accordance with the rules of the Internet access service providers whose services the Partner uses). The Service Provider may periodically provide Partners with paid features of the Application as a form of promotion plan at a reduced price or for testing purposes (time limited) – free of charge.
  3. The Service Provider reserves the right to include in the future to the Application any additional paid or free of charge features, such features, however,  will always be clearly and unambiguously described, so that there is no doubt which elements of the Application can be used free of charge and which for a fee. All paid services related to the provided Application will be included in the current Price List.
  4. The Partner is obliged to use the Application in a manner consistent with its intended use, which has no negative impact on the Application, does not cause disruptions in its operation, is compliant the law and good customs.
  5. Using the Application does not mean that any intellectual property rights related to it are transferred by the Service Provider under any legal title or that any license agreement has been concluded.
  6. The Service Provider encourages Partners to use Access Devices consciously, including keeping up to date anti-virus software installed on them. The Service Provider shall be liable for damage to the Access Devices or the software contained therein, and for the loss of the Partner’s data on the Access Device as a result of using the Application only and exclusively if the damage results from the sole fault of the Service Provider.
  7. If any part of these GTU is recognized by a court or other authorized body as invalid, the remaining parts of these GTU will still be considered as valid and shall fully bind the parties.
  8. The Service Provider reserves the right to change these GTU and the method of using the Application after notifying the Partner on the website and via e-mail message sent to the e-mail addresses of Users having administrative rights in the Application for the Partner account. the Service Provider enables the Partner to access Partner GTU at any time from the Application level.
  9. Within 5 days from notifying the Partner about the change in the Partner GTU, the Partner has the right to report the non-acceptance of these changes to the Service Provider. The statement should be submitted in writing to the address of the registered office of the Service Provider. Delivery of such a statement automatically terminates the right to use the Application by the Partner and blocks its account.
  10. The Service Provider is not liable for the contents of Partners and Partners offer placed in the Application and except for the cases of obvious violation of law or good customs, does not interfere with them.

II. COMPLAINTS

  1. All the issues and comments in relation to the operation of the Application may be reported by the Partner by sending the notification to the e-mail address provided in the Application.
  2. Complaints will be processed by the Service Provider within 14 days from the date of filing the complaint, however, the right to lodge a complaint will not be due if more than 30 days have passed since the date on which the event being the basis of the complaint occurred. In situations in which the cooperation of the Service Provider with third parties (e.g. Payment Operators, Users, etc.) is needed to resolve the matter, the deadline for handling the complaint may be extended up to 30 days.

III. DETAILED TERMS OF USE OF THE APPLICATION BY THE PARTER

  1. Use of the Application by the Partner is based on the cooperation agreement concluded between the Service Provider and the Partner in writing, in documented form or by electronic registration of the Partner’s account in the Application and acceptance of the Partner GTU, payment of fees due for the use of the Application as well as other legal relations between the parties. Partner is obliged to read the Partner GTU before using the Application.
  2. Partner provides its identification data as a part of registration in the Application. To obtain full access to the Application, it is necessary to add Partner’s offer, which will be presented to Users and Program Organizers. Following the approval of the Partner as a Program partner (it may also be preceded by on-site verification carried out by the Service Provider’s representative), the Service Provider creates the Partner’s offers on the basis of the provided data. The Service Provider may enable the Partner to independently manage the Partner’s offer within the Program in the scope and at the time indicated by the Service Provider.
  3. Through the Application, the Service Provider allows the Partner to obtain a service order from the Program Organizer or the User, or to obtain an order for a specific good, but only within the framework of the business conducted by the Partner.
  4. As a result of the use of Application features related to the e-commerce area, there are no agreements for the provision of services or the sale of goods between the User or the Program Organizer and the Service Provider. Such relationship exists between the User or the Program Organizer and the Partner.
  1. The Partner shall receive remuneration for the performance of services or sale of goods to the User or Program Organizer as a result of using the Application. The remuneration shall be paid in whole or in part from the funds the Service Provider is a trustee of, depending on the choice of the User or Program Organizer. The Service Provider is responsible for transferring them to the Partner on behalf of the User or Program Organizer.
  2. Settlement of the service provided by the Partner to the User or Program Organizer  or sale of goods by the Partner is carried out on the basis of regulations and price list of services or goods of a given Partner, that is made available to the User or Program Organizer respectively, directly before using the service or purchasing goods, regardless of the form of this access.
  3. The Partner may not enable third parties who are not persons acting on its behalf to access the Application. The Partner is solely responsible for the confidentiality and security of its account in the Application. The Partner is obliged to immediately inform the Service Provider about unauthorized use of its account by third parties.
  4. The Service Provider declares that all correspondence and all instructions and orders submitted by third parties using the login and password of the person with administrative rights in the Application acting on the behalf of the Partner, shall be considered assigned to the Partner.

IV. SERVICE PROVIDER REMUNERATION PAYABLE BY PARTNER

  1. The amount of commission and other fees payable to the Service Provider is determined by the Price List and/or individual agreement between the Partner and the Service Provider.
  2. The Partner shall pay the Service Provider a commission for each use of the Partner’s services or purchase of goods by the User or Program Organizer, that is carried out via the Application or by the User’s or Program Organizer’s participation in the Program (i.e. also on the additional funds paid by the User outside the Application).
  3. The Partner also undertakes to precisely report to the Service Provider by the 7th day of the month following the fiscal month of the aggregate amount of funds paid by Users or Program Organizers to the Partner outside the Application for which the Service Provider is also entitled to a commission.
  4. The Partner may order from the Service Provider additional consulting and marketing services, the price of which, if not specified in the Price List, is individually negotiated between the Partner and the Service Provider.
  5. Settlement of the commission due to the Service Provider is automatically deducted from the amount transferred to the Partner, constituting remuneration for services provided to a given User or Program Organizer or for goods sold to them. In the absence of a different agreement between the Partner and the Service Provider, remuneration payable for the provision of consulting and marketing services may also be deducted from the amount transferred to the Partner, constituting a collective remuneration for services provided to the Users or Program Organizers or for goods sold to them. The settlement will take place no later than within 14 days from the end of the settlement period.
  6. Based on the data obtained from the Application and the report from the Partner, the Service Provider issues a collective VAT invoice to the Partner in the agreed billing period covering any commission charged. If the Partner orders additional consulting and marketing services, these will be added to the monthly VAT invoice as additional items.
  7. The Partner agrees to issue of a VAT invoices in electronic form and sending them via e-mail to the address indicated by the Partner.

V. OBLIGATIONS OF THE PARTNER

  1. The Partner is obliged to provide its identification data in a truthful and complete manner. The Partner is obliged to update these data immediately after the change occurs, without any request from the Service Provider. Providing accurate information is necessary for the correct provision of services. The personal data of Partner’s employees constitute a data filing system separate from the private data filing system of Partners’ employees provided when activating the User Account.
  2. The Partner may not enable third parties to access its accounts in the Application. The Partner  is solely responsible for the confidentiality and security of its account. The Partner is obliged to immediately inform the Service Provider about unauthorized use of its account by third parties.

VI. LIABILITY OF THE SERVICE PROVIDER TOWARDS THE PARTNER

  1. The Service Provider is not liable for any damages incurred by the Partner or third parties as a result of using the Application, as well as for damages incurred by the Partner or third parties in connection with the violation of the applicable GTU. In particular, the Service Provider shall not be liable for damages resulting from the use or inability to use the Application, lost profits of the Partner, damages resulting from loss or modification of the Partner’s data or any other damages resulting from non-compliance with the provision of the Partner GTU.
  2. The Service Provider’s liability towards the Partner (regardless of the basis on which it emerged) is always limited to the value of actual damage.
  3. The Service Provider is not liable for the quality or correctness of the services provided by the Partner or the quality of the goods it sells, it is the subject of the Partner’s sole liability to the User or Program Organizer.
  4. The Service Provider is not responsible for the content and the offer shared by Partners in the Application and, except for the cases of obvious violation of law or good customs, does not interfere with them.

VII. RULES ON PROCESSING OF PERSONAL DATA

  1. The Service Provider and Partner are obliged to comply with the provisions of the Applicable Law, in particular the Data Protection Law.
  2. The Service Provider ensures proper protection of the Partner’s personal. All personal data provided by the Partner will be collected, stored and processed in accordance with the provisions of the Data Protection Law.
  3. The Service Provider shall process and share the Partner’s personal data that are necessary to enable the use of the services of the Partner or purchase of goods from the Partner, as well as to settle them, solely for the purpose of correct performance of the agreements concluded by the Service Provider with the Partner.
  4. The Partner is a data controller  independent from the Service Provider within the meaning of the Data Protection Law in relation to the personal data of Program Participants obtained in order to perform the service offered by the Partner.
  5. The Partner, irrespective of the Service Provider, has its own legal basis for processing Users’ personal data as a data controller, and thus all the obligations of the personal data controller which result from the provisions of the Data Protection Law in relation to the processing of Users’ personal data shall be incumbent on the Partner.
  6. For the proper performance of the Cooperation Agreement, the Service Provider and the Partner may share Users’ personal data only for the purpose and to the extent necessary to implement the Cooperation Agreement.
  7. The Service Provider and Partner, independently of the other party, may process Users’ personal data for a purpose other than the implementation of the Cooperation Agreement, as long as such processing results from the fulfilment of their own purposes of data processing and is implemented on the principles and within the limits of applicable law.
  8. The Parties jointly confirm that they have fulfilled the information obligation towards Users regarding the processing of personal data to the extent and in the manner required by the provisions of the Applicable Law, including the Data Protection Law, in particular regarding sharing of personal data in connection with the implementation of the Cooperation Agreement.
  9. The Parties jointly confirm that they undertake to secure Users’ personal data against unauthorized access, unauthorized removal, damage, destruction or loss and shall take all necessary steps to keep personal data secret and protect them in accordance with applicable regulations.
  10. The Parties undertake to immediately inform each other about the identified breach of security of personal data protection, if the breach may affect the performance of duties by the other Party or may result in its liability.
  11. Detailed information regarding the processing of personal data is included in the Privacy Policy, which is an integral part of the GTU.

VIII.  TERMINATION OF COOPERATION AGREEMENT WITH THE PARTNER

  1. If the Service Provider and the Partner have not agreed otherwise, the cooperation agreement is valid for an indefinite period of time and may be terminated at any time by each of the parties in writing under pain of nullity, with immediate effect and without giving reasons. The Partner is obliged to provide services or complete the sales of goods effectively acquired by Users or Program Organizers until the day of termination or expiration of the agreement.
  2. The agreement is automatically terminated without the need to submit a notice if:
  3. a) the Partner ends or suspends business activity;
  4. b) the Partner loses required by law rights to provide services or sell goods;
  5. c) the Partner changes the business profile by ceasing provision of services or selling goods to Users or Program Organizers;
  6. d) the agreement is performed in full.
  7. In the event of non-performance or improper performance of obligations arising from the agreements between the parties, in particular the Partner GTU, the Partner may be temporarily or permanently blocked from access and use of the Application and participation in the Program. The Partner shall not be entitled to any claims in this regard.

This document applies from 25/05/2018.

The update of the document is valid on UK market from 26/05/2021.