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 Supplier.
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.
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.
Subscription Period – the period of the Application’s operation for which the Subscription Fee was paid.
Trial Period – indicated by the Service Provider (most often period of 30 /thirty/) consecutive days during which the operation of the Application made available to the Program Organizer for testing its suitability is free of charge.
Subscription Fee – the total fee for using the Application in the amount specified in the Price List for a given Subscription Plan.
Subscription Plan – a variant of Application operation (active Application features).
I. GENERAL REGULATIONS
- 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.
- The User, invited by the Program Organizer to participate in the Program, shall not incur any fees for using the Application features related to the Program (except 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 User uses). The Service Provider reserves the right to include in the future to the Application any additional paid features dedicated to the User but not related to the features of the Program, 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.
- The Program Organizer 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 with the law and good customs.
- Use by Program Organizer of the Program’s features, including using the funds of the Program Organizer related to the prize, benefit, social and other policies could be performed in at least two ways:
- a) by final granting funds to the Program Participant – in this case, the effective completion of the system procedure of granting these funds within the Program by the Program Organizer is tantamount to granting additional remuneration to the Program Participant (if Program Participants are employed under employment contracts, contracts for specific work or contracts of mandate), which result in emergence of tax obligations in this regard with the Program Organizer as a payer of personal income tax advances, because these activities fulfil the statutory prerequisite for placing funds at the employee’s disposal;
- b) by promising the Program Participant granting funds in the future, after meeting certain conditions imposed by the Program Organizer – in this case, effective completion of the system procedure for awarding funds in the Program is a declaration of the Program Organizer to make funds available to the Program Participant that will be realized in the future only when he/she finds, among Program Partners offers, an offer interesting for him/her, and starts the procedure of its purchase, whereby, simultaneously at the time of making the purchase by the Program Participant the offer shall meet the Program Organizer’s criteria for allocating its funds to such a purchase of Program Participant; Only the completion of the purchase transaction of Partners’ services or goods by the Program Participant is tantamount to granting additional remuneration to the Program Participant (if Program Participants are employed under employment contracts, contracts for specific work or contracts of mandate) and fulfilment of the statutory condition for placing funds at the disposal of the employee and, therefore, the emergence of tax obligations with the employer as a payer of personal income tax advances; In this sense, the entries in the User’s Account in the Program are only a technical representation of the amount of the possible promise of the Program Organizer towards the Program Participant, which the Program Organizer may cancel or change at any time by its actions.
- All rights to the software remain the property of the Software Producer. The User is prohibited from copying, modifying, decompressing and distributing the software made available to him/her.
- The Service Provider encourages Users 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 User’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 or the Software Producer.
- 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.
- The Service Provider reserves the right to change these GTU and the method of using the Application after notifying the Program Organizers on the website and via e-mail message sent to the e-mail addresses of Users invited by the Program Organizer and having administrative rights in the Application. the Service Provider enables the Program Organizer to access Program Organizer GTU at any time from the Application level.
- Within 5 days from notifying the Program Organizer about the change in the Program Organizer GTU, the Program Organizer 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 or to the e-mail address provided on the website of the Service Provider. Delivery of such a statement automatically terminates the right to use the Application by the Program Organizer and blocks its account. In such a case the procedure described in the chapter “TERMINATION OF COOPERATION AGREEMENT, PROGRAM ORGANIZER – SERVICE PROVIDER, paragraph 1” shall apply.
- All the issues and comments in relation to the operation of the Application may be reported by the Program Organizer by sending the notification to the e-mail address provided in the Application.
- 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, Partners, etc.) is needed to resolve the matter, the deadline for handling the complaint may be extended up to 30 days.
- Use of the Application by the Program Organizer is based on the cooperation agreement concluded between the Service Provider and Program Organizer through electronic registration of the Program Organizer’s account in the Application and acceptance of the Program Organizer GTU, payment of fees due for the use of the Application as well as other legal relations between the parties. The Program Organizer is obliged to read the Program Organizer GTU before using the Application.
- After activating the account and selecting the Subscription Plan, the Program Organizer may use the Application for free during a Trial Period.
- The Program Organizer provides its identification data as a part of registration in the Application. To obtain full access to the Application, it is necessary to add a list of Program Participants along with their email addresses and, if necessary, specify the amount of funds granted or promised to a given Program Participant and other parameters necessary for proper use of the Application in accordance with its purpose.
- The Program Organizer entrusts the Service Provider with the processing of personal data of the Program Participants invited by them in the scope and under the terms set out below. The Service Provider is on this basis entitled to process personal data on behalf of the Program Organizer only for the purpose of using the Application by the Program Organizer and in the manner set out below.
- Application features dedicated to Program Organizers are available through Access Devices, and for the convenience of Program Organizers some features are prepared for use also on devices with a large computer screen and for classic, non-mobile computer browsers.
- As a result of direct use by the Program Organizer 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 Service Provider and the Program Organizer. Such relationship exists between the Program Organizer and the Partner (in certain situations the Service Provider may also act as a the Partner). Use of the Application by the Program Organizer in order to ensure the possibility of using the Partner’s services or providing the opportunity to purchase goods from them guarantees full or partial payment of remuneration for these services or goods of the Partner up to the amount of the Program Organizer’s funds in the Program (funds on the Program Organizer’s account non-distributed among Program Participants) that can be distributed by the Program Organizer at the time of using the service or purchasing the product. These funds are kept by Service Provider as a trustee and Service Provider is responsible for transferring them to the Partner on behalf of the Program Organizer. The process of purchasing services or goods by the Program Organizer is a bilateral activity between the Program Organizer and the Partner.
- The Service Provider does not charge Program Organizer with additional fees for the use of the Partners services or for the purchase of goods from them via the Application. The use of the Application, however, requires the availability of other services that the Program Organizer is responsible for (in particular Internet connection) and the availability of an efficient Access Device.
- Settlement of the service provided by the Partner to the 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 Program Organizer directly before using the service or purchasing goods, regardless of the form of this access.
- The fee (in whole or in part – depending on the Program Organizer’s instructions) for the service or goods is collected from the Program Organizer by the Partner via the Application. The Service Provider in cooperation with Partners may introduce different systems of cashless settlement between Partners and Program Organizers. In order to pay for the service or goods to the Partner via the Application, the Program Organizer may also use the systems of external Payment Operators made available in the Application.
- If the balance of the Program Organizer’s funds in the Program does not allow, in whole or in part, for the purchase of goods or services from the Partner, the Program Organizer may, with the use of external Payment Operators systems pay extra for the purchase from other resources. If such funds are not fully used during the purchase, the remaining part may be returned to the Program Organizer at Program Organizer’s request or the Program Organizer may use them through other features of the Application.
- The Program Organizer may not enable third parties who do not act on its behalf to access the Application. The Program Organizer is solely responsible for the confidentiality and security of its account in the Application. The Program Organizer is obliged to immediately inform the Service Provider about unauthorized use of its account by third parties.
- The Service Provider declares that all correspondence and all instructions and orders submitted by third parties using the login and password of the User with administrative rights in the Application, who was invited to the Program by the Program Organizer, shall be assigned to the Program Organizer.
- Any funds that may be kept by Service Provider in the role of deposit trustee as a result of using the Application and Program by Program Organizer remain the property of the Program Organizer until the business purpose of the Program intended by the Program Organizer and the purpose of using them within the Program is completed, or they are returned to the Program Organizer. This provision does not apply to funds transferred by the Program Organizer in the form of prizes, which are put at the disposal of the Program Participant at the time they are granted by the Program Organizer.
- The Program Organizer is entitled to withdraw the deposit funds in whole or in part at any time. In this respect, the Program Organizer exempts the Service Provider from any and all liability, claims, in particular these coming from the Program Participants in this respect.
- The Service Provider provides the Program Organizer with access to the Application, as a rule, for a fee (except the Trial Period).
- The costs that the Program Organizer incurs as a result of using the Application depend on the chosen Subscription Plan included in the Price List or offer individually prepared and evaluated for the Program Organizer by the Service Provider. Program Organizer 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 Program Organizer uses.
- 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 about which elements of the Application can be used free of charge and which for a fee. All standard Subscription Plans and additional paid services related to the provided Application shall be included in the current Price List.
- 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.
- Subscription Fees are paid in advance for the consecutive 30-day periods, unless the Service Provider and the Program Organizer separately set up a different payment procedure.
- The Subscription Period starts 31 days from the date on which the Program Organizer made the first choice of the Subscription Plan. The Subscription Period lasts 30 calendar days.
- The Subscription Fee can be paid by bank transfer, credit or debit card and through the electronic online payment system.
- By choosing a credit or debit card as a way to pay the Subscription Fee, the Program Organizer agrees to automatically charge their credit card or bank account with all fees due in a given Subscription Period. At the same time, the Program Organizer agrees that the Service Provider may use external intermediaries in the payment processes, as well as disclose transaction data to these entities in scope that is allowed under applicable law.
- In case a credit or debit card is chosen as a method of paying the Subscription Fee, the fee for each subsequent Subscription Period will be charged automatically until the Program Organizer reports the intention to resign from using the Application. Such resignation may be made in writing to the address of the Service Provider’s registered office or by e-mail correspondence to the address firstname.lastname@example.org or email@example.com. The resignation must be effectively delivered to the Service Provider at least 7 days before the beginning of the new Subscription Period.
- The User with administrator rights for the Program launched by the Program Organizer and acting on behalf of the Program Organizer has the option of changing the Subscription Plan itself at any time. Such change shall be effective starting from the nearest Subscription Period. The Program Organizer may also request to change the Subscription Plan in writing or via email.
- If the Subscription Fee is paid by bank transfer, the Service Provider shall launch the paid Subscription Plan or additional services within a maximum of 3 business days after transfer has been credited on Service Provider’s bank account.
- Any changes to the Price List and Subscription Plans shall be announced at http:// nais.co/price and shall be mandatory for Program Organizer as from the next Subscription Period. The Program Organizer may opt out of using the Application if Program Organizer does not accept a change in the Price List or change of the Subscription Plans.
- Failure to pay the Subscription Fee in the period indicated on the ProFroma Invoice results in the automatic blocking the Program Organizer’s access to the Application. The day of crediting the Service Provider’s bank account shall be deemed the day of payment of the Subscription Fee.
V. OBLIGATIONS OF THE PROGRAM ORGANIZER
- The Program Organizer is obliged to provide its identification data in a truthful and complete manner. The Program Organizer is obliged to update these data immediately after the change occurs, without any request from the Service Provider. Providing accurate data is necessary for the correct provision of services. The personal data of Program Participants provided to the Service Provider by the Program Organizer constitute a data filing system separate from private Users’ personal data filing system provided when activating the User Account.
- The Program Organizer may not enable third parties to access its accounts in the Application. The Program Organizer is solely responsible for the confidentiality and security of its account. The Program Organizer is obliged to immediately inform the Service Provider about unauthorized use of its account by third parties.
- The Program Organizer is obliged to pay in a timely manner all amounts due to the Service Provider, which it is obliged to pay in accordance with the concluded agreement and Price List.
VI. LIABILITY OF THE SERVICE PROVIDER TOWARDS THE PROGRAM ORGANIZER
- The Service Provider is not liable for any damages incurred by the Program Organizer or third parties as a result of using the Application, as well as for damages incurred by the Program Organizer or third parties in connection with their 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 Program Organizer, damages resulting from loss or modification of the Program Organizer ‘s data or any other damages resulting from non-compliance with the provision of the GTU.
- The Service Provider’s liability towards the Program Organizer (regardless of the basis on which it emerged) is always limited to the value of actual damage.
- The Service Provider is not liable for the quality or correctness of the work performed by the Program Organizers in the Application.
- The Service Provider is not liable for the quality or correctness of the services provided by the Partners and the quality of the goods they sell.
- The Service Provider is not liable for the contents of Partners and offer placed 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
- The Service Provider and the Program Organizer are obliged to comply with the provisions of the Applicable Law, in particular the Data Protection Law.
- The Service Provider ensures proper protection of the User’s personal data including Program Participants. All personal data provided by the Program Organizer will be collected, stored and processed in accordance with the provisions of the Data Protection Law.
- Personal data of Program Participants that have been made available to the Service Provider by the Program Organizer in connection with the use of the Application may be processed only in connection with the provision of services as part of the use of the Application and the Program in accordance with the provisions of the GTU and the rules for the processing of personal data set out in the provisions of the Applicable Law.
VIII. TERMINATION OF COOPERATION AGREEMENT PROGRAM ORGANIZER – SERVICE PROVIDER
- If the Service Provider and the Program Organizer have not agreed otherwise, the cooperation agreement concluded in accordance with the Program Organizer GTU is valid for an indefinite period of time and may be terminated at any time by both parties in writing under pain of nullity and without giving reasons with effect terminating the agreement after lapse of two (2) business days after the date of delivery of such notice to the Service Provider/Program Organizer, after this date, the Program Organizer’s funds entrusted to the Service Provider as a trustee in deposit will be returned to the Program Organizer.
- The Program (in the scope of enabling the use of the Program Organizer’s funds) shall be blocked for Program Participants submitted by a given Program Organizer at the end of the second working day after delivering a letter from the Program Organizer terminating the cooperation agreement. In the meantime, Program Participants of a given Program Organizer shall be informed about the planned blocking of their access to enable them to use the funds of this Program Organizer and the need to immediately terminate the commenced transactions using such funds.
- The agreement is automatically terminated without the need to submit a notice if:
- a) the Program Organizer ends or suspends business activity;
- b) the Program Organizer will be put into liquidation.
- In the event of non-performance or improper performance of obligations arising from the agreements between the parties, in particular the Program Organizer GTU, the Program Organizer may be temporarily or permanently blocked from access and use of the Application. The Program Organizer 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.