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Regulations

1. General Terms of Use – User Regulations

DEFINITIONS

Application – Service Provider software intended for (i) Users to use the Application 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, register 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 persons who are able to connect to the Internet through Access Devices. Detailed features of the Application are specified in the instructions for Program Participants, Program Organizers and Partners available on the website www.nais.pl or directly through the Application. The Service Provider reserves right to modify the Application or its individual features at any time (including the domain name), in particular for its further development and improvement.

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

Program Organizer – an entity using the Application features intended for program organizers aimed at building engagement and a good atmosphere of cooperation (for example, among employers who organize and manage programs for their employees, associates and key business partners), through, among others, 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 – Regulations called General Terms of Use, while 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 as the GTU – User Regulations, GTU-Regulations of the Program Organizer and GTU – Partner’s regulations.

Partner – entity cooperating with the Service Provider by the use of Application offering services or goods to Program Participants or Program Organizers as part of their business activities.

Program – Application features under the brand Nais, 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 Provider – Viamobile Sp. z o.o. (limited liability company) with its registered office in Warsaw (zip code: 00-844), Plac Europejski 3, entered into Register of Entrepreneurs maintained by the District Court in Warsaw, 12th Commercial Division of the National Court Register under number 9066, NIP number: 1131917828, Regon 012979635, share capital: PLN 620.650,00, or under all current company data registered in the National Court Register; The Service Provider provides the services within the Program, in particular by using the Application electronically in accordance with the provisions of the Act of 18 July 2002 on the provision of services by electronic means (consolidated text Dz.U.2017.1219 of 24 June 2017).

User – person having a User Account within the Application;

I. GENERAL REGULATIONS

1. Service Provider shall ensure the highest availability of the Application, including removing failures as soon as possible. Maintenance works shall be carried out – where possible – at night.
2. The User, invited by the Program Organizer to participate in the Program, will 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 operator whose services the User uses). The Service Provider reserves the right to include any additional paid features dedicated to the User in the future but not related to the features of the Program, but these features will always be clearly and unambiguously described, so as not to doubt which elements of the Application can be used free of charge.
3. The User 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 in accordance with the law and good customs.
4. Through the Application the User may be invited by Program Organizer to use the Program. 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 granting funds to the Program Participant definitively – 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 chargeable event in regard to the Program Organizer as a payer of advance payments for personal income tax, because these activities fulfill the statutory prerequisite for placing funds at the employee’s disposal;

b) 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 an interesting offer and stars the procedure of its purchase; at the time of purchase by the Program Participant the offer shall meet the Program Organizer’s criteria for allocating funds to such a Program Participant; Completion of the purchase transaction of services or goods by the Program Participant from the Partner is only 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 chargeable event in regard to the Program Organizer as a payer of advance payments for personal income tax, because these activities fulfill the statutory prerequisite for placing funds at the employee’s disposal; In this sense, the entries on the User’s Account in the Program are only a technical representation of the amount of any promise of the Program Organizer towards the Program Participant that the Program Organizer can cancel or change at any time with its actions.

5. All rights to the software remain the property of the Service Provider. The Users must not copy, modify, decompress ore spread the software made available to them.
6. 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.
7. If any part of these GTU is recognized by a court or other authorized body as invalid, the remaining parts of these GUC will still be considered as binding 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 Users on the website; the Service Provider enables the User to access GTU of the User at any time within the Application.
9. Within 5 days from notifying the Users about the change in the GTU of the User, the User 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 request automatically terminates the right to use the Application by the User and blocks its User Account.

II. COMPLAINTS

  1. All the issues and comments in relation to the operation of the Application may be reported by the User 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, Partners, etc.) is needed to resolve the matter, the deadline for handling the complaint may be extended up to 30 days.

III. DETAILED TERMS OF USING THE APPLICATION BY THE USER

  1. The prerequisite for using the Application features by the User is: (i) reporting the User by the Program Organizer as a subject authorized to participate in the Program as a Program Participant, (ii) launching the Application through the Access Device, (iii) accepting the User Regulations and (iv) meeting the technical terms necessary to use the Application. Persons who do not meet the above conditions are excluded from the possibility of using the Application.
  2. As a result of the use of Application features related to the e-commerce area by the User, there are no agreements for the provision of services or the sale of goods between the Service Provider and the User. Such relationship exists between the User and the Partner. (In certain situations the Service Provider may also act as a Partner). Use of the Application by the User 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 User’s funds in the Program in which he/she participates (ultimately granted by the Program Organizer and those constituting only the promise of the Program Organizer) that can be distributed by the User (in the role of Program Participant) 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 User. The process of purchasing services or goods by the User is a bilateral activity between the User (acting as the Program Participant) and the Partner. The Program Organizer may at any time change or reset the amount of funds – constituting only the promise of the Program Organizer, that are under Program Organizer’s management, and that are detailed above. In case the Program Organizer resigns from using the Program, the User, as a Program Participant, will be notified of such fact immediately.
  3. The Service Provider does not charge the User with any fees for the use of the Application, as well as for the possibility to use the Partners services or for the purchase of goods from them through the Application. However, the use of the Application requires the availability of other services that the User is solely responsible for (in particular Internet connection) and the availability of an efficient Access Device.
  4. Settlement of the service provided by the Partner to the User (acting as the Program Participant) 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 directly before using the service or purchasing goods, regardless of the form of this access.
  5. The fee (in whole or in part – depending on the User’s instructions) for the service or goods is collected from the User (in the role of the Program Participant) by the Partner using the Application. The Service Provider in cooperation with Partners may introduce different systems of cashless settlement between Partners and Users. In order to pay for the service or goods to the Partner through the Application, the User may also use the systems of external payment operators made available within the Application, such as Blumedia, PayU, PayLane, Polish site ePłatności or other payment mechanisms used by them, in particular by means of credit cards .
  6. If the balance of the User’s (acting as a Program Participant) funds in the Program does not allow, in whole or in part, the purchase of goods or services from the Partner, the User may, through third party payment systems, pay extra using own funds to perform this purchase. If such funds are not fully used during the purchase, the remaining part may be returned to the User at its request or the User may use them through other features of the Application.
  7. The Application enables the User to use granted or promised funds exclusively in reference to Service Provider’s Partners.

IV. OBLIGATIONS OF THE USER

  1. The User is obliged to provide its personal data in a truthful and complete manner. The User is obliged to update these data immediately after the the change occurs, without any request from the Service Provider. Providing accurate information is necessary for the correct provision of services. User’s personal data provided to the Service Provider are never transferred to the Program Organizer. It is separate collection of personal data, to which the Program Organizer does not have access.
  2. The User may not enable third parties to access its accounts within the Application. The User is solely responsible for the confidentiality and security of its account in the Application. The User is obliged to immediately inform the Service Provider about unauthorized use of its account by third parties.

V. RESPONSIBILITY OF THE SERVICE PROVIDER TO THE USER

 

  1. The Service Provider is not liable for any damages incurred by the User or third parties as a result of using the Application, as well as for damages incurred by the User 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 benefits of the User, damages resulting from loss or modification of the User’s data or any other damages resulting from non-compliance with the GTU.
  2. The Service Provider’s liability towards the User (regardless of the reason it arises) is always limited to the value of actual damage.
  3. The Service Provider is not responsible for the quality or correctness of the work performed by the User’s Program Organizers within the Application.
  4. The Service Provider is not responsible for the quality or correctness of the services provided by the Partners and the quality of the goods they sell.
  5. The Service Provider is not responsible for the content of Partners and Program Organizers, as well as the offer shared by Partners within the Application and, except the cases of obvious violation of law or decency, does not interfere with them.

VI. RULES ON PROCESSING OF PERSONAL DATA

  1. From May 25, 2018, the Service Provider and the User are obliged to comply with the provisions of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (hereinafter: General Data Protection Regulation, GDPR, Regulation 2016/679).
  2. The Service Provider shall ensure proper protection of User’s personal data. All personal data provided by the User will be collected, stored and processed only in accordance with the generally applicable provisions of law, which means that the Service Provider has applied technical and organizational measures in accordance with the requirements of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (General Data Protection Regulation, GDPR).
  3. To enable the User to properly use the Application, the Service Provider may process geolocation data and share them with Partners who are to provide services or offer goods to the User.
  4. The Service Provider shall process and share the User’s personal data that are necessary to enable the use of the services of the Partners or purchase of goods from them, as well as to settle them, solely for the purpose of correct performance of the agreements concluded by the Service Provider with the Partners. Such data regarding the use of the Application include, in particular, characteristics that allow identification and settlement of the User by specifying the start and end time of using the Application and the scope of the use.
  5. Detailed information regarding the processing of personal data is included in the Privacy Policy, which is an integral part of the GTU.

These GTU shall apply from 25/05/2018.
Updated version of document shall apply from 02/01/2019.

In case of any doubts in interpretation of this document the Polish version is superior.

2. General Terms of Use – Program Organizer Regulations

DEFINITIONS

Application – Service Provider software intended for (i) Users to use the Application 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, register 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 persons who are able to connect to the Internet through Access Devices. Detailed features of the Application are specified in the instructions for Program Participants, Program Organizers and Partners available on the website www.nais.pl or directly through the Application. The Service Provider reserves right to modify the Application or its individual features at any time (including the domain name), in particular for its further development and improvement.

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

Program Organizer – an entity using the Application features intended for program organizers aimed at building engagement and a good atmosphere of cooperation (for example, among employers who organize and manage programs for their employees, associates and key business partners), through, among others, 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 shall create a program to which it shall invite other program co-organizers.

GTU – Regulations called General Terms of Use, while 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 shall be referred to as the GTU – User Regulations, GTU-Regulations of the Program Organizer and GTU – Partner’s regulations.

Partner – entity cooperating with the Service Provider by the use of Application offering services or goods to Program Participants or Program Organizers as part of their business activities.

Program – Application features under the brand Nais, 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 Provider – Viamobile Sp. z o.o. (limited liability company) with its registered office in Warsaw (zip code: 00-844), Plac Europejski 3, entered into Register of Entrepreneurs maintained by the District Court in Warsaw, 12th Commercial Division of the National Court Register under number 9066, NIP number: 1131917828, Regon 012979635, share capital: PLN 620.650,00, or under all current company data registered in the National Court Register; The Service Provider provides the services within the Program, in particular by using the Application electronically in accordance with the provisions of the Act of 18 July 2002 on the provision of services by electronic means (consolidated text Dz.U.2017.1219 of 24 June 2017).

User – person having a User Account within 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 is available under the following link: www.nais.pl/cennik.

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 it is the period of the next 30 (thirty) 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

1. Service Provider shall ensure the highest availability of the Application, including removing failures as soon as possible. Maintenance works shall be carried out – where possible – at night.
2. 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 operator whose services the User uses). The Service Provider reserves the right to include any additional paid features dedicated to the User in the future but not related to the features of the Program, but these features shall always be clearly and unambiguously described, so as not to doubt which elements of the Application can be used free of charge.
3. 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 in accordance with the law and good customs.
4. Use of the Program’s features, including using the funds of the Program Organizer related to the prize, benefit, social and other policies by Program Organizer could be performed in at least two ways:

a) by granting funds to the Program Participant definitively – 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 chargeable event in regard to the Program Organizer as a payer of advance payments for personal income tax, because these activities fulfill 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 shall be realized in the future only when he/she finds an interesting offer and stars the procedure of its purchase; at the time of purchase by the Program Participant the offer shall meet the Program Organizer’s criteria for allocating funds to such a Program Participant; Completion of the purchase transaction of services or goods by the Program Participant from the Partner is only 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 chargeable event in regard to the Program Organizer as a payer of advance payments for personal income tax, because these activities fulfill the statutory prerequisite for placing funds at the employee’s disposal; In this sense, the entries on the User’s Account in the Program are only a technical representation of the amount of any promise of the Program Organizer towards the Program Participant that the Program Organizer can cancel or change at any time with its actions.

5. All rights to the software remain the property of the Service Provider. The Users must not copy, modify, decompress ore spread the software made available to them.
6. The Service Provider encourages Program Organizers 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 Program Organizers 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 GUC shall still be considered as binding 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 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 within the Application. The Service Provider provides the Program Organizer with a permanent opportunity to view the General Terms of Use of the Program Organizer from the Application.

II. COMPLAINTS

  1. 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.
  2. Complaints shall be processed by the Service Provider within 14 days from the date of filing the complaint, however, the right to lodge a complaint shall 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.

III. DETAILED TERMS OF USING THE APPLICATION BY THE PROGRAM ORGANIZER

  1. 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 to the use of the Application as well as other legal relations between the parties. The Program Organizer is obliged to read the GTU of the Program Organizer before using the Application.
  2. After activating the account and selecting the Subscription Plan, the Program Organizer may use the Application for free during a Trial Period.
  3. The Program Organizer provides its identification data as a part of registration within 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 awarded or promised to a given Program Participant and other parameters necessary for proper use of the Application in accordance with its purpose.
  4. The Program Organizer entrusts the Service Provider with the processing of personal data of the Program Participants invited by them in the scope and on 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.
  5. 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.
  6. As a result of direct use of Application features related to the e-commerce area by the Program Organizer, 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 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 distributed among Program Participants) that can be distributed by the 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.
  7. 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 through the Application. However, the use of the Application 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.
  8. 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.
  9. 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 using 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 through the Application, the Program Organizer may also use the systems of external payment operators made available within the Application, such as Blumedia, PayU, PayLane, Polish site ePłatności or other payment mechanisms used by them, in particular by means of credit cards .
  10. If the balance of the Program Organizer’s funds in the Program does not allow, in whole or in part, the purchase of goods or services from the Partner, the Program Organizer may, using third party payment systems, pay extra using other funds to perform this purchase. If such funds are not fully used during the purchase, the remaining part may be returned to the Program Organizer at its request or the Program Organizer may use them through other features of the Application.
  11. 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.
  12. 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, which was invited to the Program by the Program Organizer, shall be assigned to the Program Organizer.
  13. 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 these are returned to the Program Organizer. This provision does not apply to funds transferred by the Program Organizer in the form of prizes, these are put at the disposal of the Program Participant at the time they are granted by the Program Organizer.
  14. 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.

IV. FEES

  1. The Service Provider provides the Program Organizer with access to the Application in return for payment (except the Trial Period).
  2. 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 operator whose services the Program Organizator uses).
  3. The Service Provider reserves the right to include any additional paid or free features dedicated to the User in the future, but these features shall always be clearly and unambiguously described, so as not to doubt which elements of the Application can be used in return for payment. All standard Subscription Plans and additional paid services related to the provided Application shall be included in the current Price List.
  4. The Service Provider may periodically provide Program Organizers with paid features of the Application at a reduced price or for testing purposes (time limited) – free of charge as a form of promotion plan.
  5. Subscription Fees are paid in advance for the following 30-day periods, unless the Service Provider and the Program Organizer separately set up a different payment procedure.
  6. 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.
  7. The Subscription Fee can be paid by bank transfer, credit or debit card and through the electronic online payment system.
  8. 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.
  9. If the Client chooses a credit or debit card as a method to pay the Subscription Fee, the fee for each subsequent Subscription Period shall be charged automatically until the Program Organizer reports the intention to resign from using the Application. Such resignation may be sent in written form to the address of the registered office of the Service Provider or by e-mail to the following address: dziendobry@nais.pl. The resignation must be effectively delivered to the Service Provider at least 7 days before the beginning of the new Subscription Period.
  10. 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 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.
  11. If the Subscription Fee is paid by bank transfer, the Service Provider shall launch the paid Subscription Plan or additional services within maximum 3 business days after transfer has been credited on Service Provider’s bank account.
  12. Any changes to the Price List and Subscription Plans shall be announced on the following website: http:// nais.pl/cennik and shall be mandatory for Program Organizer as from the next Subscription Period. The Program Organizer may opt out of using the Application if they do not accept a change in the Price List or change of the Subscription Plans.
  13. 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 considered as the day of payment of the Subscription Fee.

V. OBLIGATIONS OF THE PROGRAM ORGANIZER

  1. 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 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 Program Participants provided to the Service Provider by the Program Organizer constitute a collection of personal data separate from the collection of private Users’ personal data provided when activating the User Account.
  2. The Program Organizer may not enable third parties to access its accounts within 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.
  3. The Program Organizer is obliged to pay in a timely manner all amounts due to the Service Provider, to whom he is obliged in accordance with the concluded agreement and Price List.

VI. RESPONSIBILITY OF THE SERVICE PROVIDER TO THE PROGRAM ORGANIZER

  1. 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 benefits 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 GTU.
  2. The Service Provider’s liability towards the Program Organizer (regardless of the reason it arises) is always limited to the value of actual damage.
  3. The Service Provider is not responsible for the quality or correctness of the work performed by the Program Organizer within the Application.
  4. The Service Provider is not responsible for the quality or correctness of the services provided by the Partners and the quality of the goods they sell.
  5. The Service Provider is not responsible for the content and the offer shared by Partners within the Application and, except the cases of obvious violation of law or decency, does not interfere with them.

VII. RULES ON PROCESSING OF PERSONAL DATA

  1. From May 25, 2018, the Service Provider and the Program Organizer are obliged to comply with the provisions of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (hereinafter: General Data Protection Regulation, GDPR, Regulation 2016/679).
  2. The Service Provider shall ensure proper protection of Users’ personal data, including Program Participants. All personal data provided by the Program’s Organizer shall be collected, stored and processed only in accordance with the generally applicable provisions of law, which means that the Service Provider has applied technical and organizational measures in accordance with the requirements of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (General Data Protection Regulation, GDPR).
  3. Detailed information regarding the processing of personal data is included in the Privacy Policy and the Data Processing Agreement, which is an integral part of the GTU of the Program Organizer.
  4. 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 Program in accordance with the provisions of the GTU and the principles of personal data processing under applicable law.

VIII. TERMINATION OF COOPERATION AGREEMENT, PROGRAM ORGANIZER – SERVICE PROVIDER

1. If the Service Provider and the Program Organizer have not agreed otherwise, the cooperation agreement concluded in accordance with the GTU of the Program Organizer is valid for an indefinite period 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 two (2) business days after the date of delivery of such notice to the Service Provider/Program Organizer; after this date funds of the Program Organizer entrusted to the Service Provider as a trustee shall be returned.
2. 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.
3. The contract is automatically terminated without the need to give notice if:

a) The Program Organizer ends or suspends business activity;

b) The Program Organizer declares bankruptcy;

c) The Program Organizer goes into liquidation;

4. In the event of non-performance or improper performance of obligations arising from the agreements between the parties, in particular the GTU of the Program Organizer, 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.

These GTU shall apply from 25/05/2018.
Updated version of document shall apply from 02/01/2019.
In case of any doubts in interpretation of this document the Polish version is superior.

Annex to GTU of Program Organizer – Data Processing Agreement

Data Processing Agreement (hereinafter: “Agreement”)

concluded in Warsaw on the day of accepting the GTU of the Program Organizer between:

Viamobile Sp. z o.o. (Limited liability company), with its registered office in Warsaw (00-844), Plac Europejski 3, entered into Register of Entrepreneurs maintained by the District Court in Warszawa, 12th Commercial Division of the National Court Register under number 9066, NIP number: 113-191-78-28, Regon 012979635,  share capital:  PLN 620.650 , represented by: Iwona Grochowska –  President of the Management Board, Krzysztof Mikulski – Vice President of the Management Board, hereinafter referred to as “Service Provider”,

and

Program Organizer,

jointly referred to as the “Parties”, and each of them individually as the “Party”.

1. General Provisions.

1.1. This Annex regulates the rules which oblige the Service Provider when processing of personal data entrusted by the Program Organizer is carried out.

1.2. The Parties agree that the provisions of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (“GDPR”), and other applicable legal provisions regulating the protection of personal data shall apply in regard to the processing of personal data respectively.

1.3. The Program Organizer is the administrator of personal data within the meaning of the GDPR referred to in the Agreement.

1.4. The Program Organizer entrusts the Service Provider with the processing of personal data in accordance with GDPR.

1.5. The Service Provider is the entity processing personal data at the request of the Program Organizer within the meaning of the GDPR.

1.6. The nature, purpose and scope of processing personal data by the Service Provider is governed by the Agreement and Annex 1.

2. Declarations of the Program Organizer.

2.1. The Program Organizer declares that personal data have been obtained and are processed in accordance with applicable law, also in accordance with the GDPR.

2.2. The Program Organizer in particular confirms that personal data refer to:

2.2.1. persons who have consented to their personal data being processed in order to comply with the terms of the Agreement;

2.2.2. persons in case of which processing of personal data is necessary for the performance of the agreement, where the data subject is a Party to the agreement, or for taking actions at the request of the data subject prior to the conclusion of the Agreement;

2.2.3. persons whose personal data processing is necessary to fulfill the legal obligation incumbent on the administrator;

2.2.4. persons in case of which processing of personal data is necessary to protect the vital interests of the data subject or other natural person;

2.2.5. persons whose personal data processing is necessary for the performance of a task carried out in the public interest or in the exercise of public authority entrusted to the administrator;

2.2.6. persons whose personal data processing is necessary for purposes arising from legitimate interests pursued by the administrator or by a third party, except the situations where the interests or fundamental rights and freedoms of the data subject, requiring data protection, prevail over those interests, in particular when the data subject is a child.

2.3. The Program Organizer confirms that the data subjects were notified of the processing of their data to the extent and in the manner required by the GDBP;

2.4. The Program Organizer confirms that is entitled to process personal data and entrust them to the Service Provider’s processing in the scope and purpose determined in the Agreement.

2.5. The Program Organizer confirms that in the case of further entrustment of data processing, the consent of the appropriate Data Administrator required by the provisions of the GDPR to entrust further processing of personal data for the purpose and scope specified in the Agreement was obtained.

3. Instruction of the Program Organizer.

3.1. The Service Provider is obliged to process personal data only in accordance with the instructions provided by the Program Organizer, unless European Union law or the law of a Member State provides otherwise.

3.2. The Program Organizer’s instructions are included in the Agreement and Annexes or are ordered and executed via the application, in particular through the features provided within the application, or in other agreed mode – e.g. by authorized persons through e-mail correspondence.

3.3. The Program Organizer ensures that all instructions transmitted to the Service Provider are compliant with the applicable law, including the provisions on the protection of personal data.

3.4. Any further instructions that go beyond the instructions specified in the Agreement must relate to the subject matter of the Agreement or the implementation of the Program (Nais) by the Program Organizer.

3.5. If the implementation of further instructions generates costs for the Service Provider, the Service Provider is obliged to inform the Program Organizer about such costs along with an explanation of the amount of costs before executing the order.

3.6. After Program Organizer confirms that shall bear the costs of executing the instruction and after these are paid by the Program Organizer, the Service Provider is obliged to execute the instruction.

3.7. The Program Organizer also prepares instructions in writing, unless urgent nature or other special circumstances justify issuing instructions in electronic form. Instructions in a form other than in writing, in particular in electronic form, should be immediately documented in accordance with the provisions of the Agreement.

3.8. The Service Provider shall promptly inform the Program Organizer if in its opinion the instruction violates the provisions of the GDPR or other provisions of generally applicable law of the European Union or a Member State and shall ask the Program Organizer to withdraw, change or confirm the disputed instruction.

3.9. While awaiting the decision of the Program Organizer, the Service Provider is entitled to suspend the execution of the disputed instruction.

3.10. In case where the execution of the instruction from the Program Organizer, despite providing explanations, would lead to violation of generally applicable provisions of European Union law or a Member State, the Service Provider is entitled to refrain from the implementation of this instruction.

3.11. Period of personal data entrustment.

3.11.1. The Program Organizer entrusts the Service Provider with the processing of personal data for the duration of the Agreement on cooperation or implementation of the Program (Nais) concluded by the Parties.

3.11.2. The Parties declare that any change in the period of entrusting the processing of personal data must be agreed each time by the Parties by amending the Agreement or entering into a separate agreement, which shall change the processing period for the personal data entrusted.

3.12. The purpose of processing entrusted personal data.

3.12.1. Detailed description of the purpose of processing entrusted personal data is set out in Annex 1.

3.12.2. The Parties declare that any change in the purpose of entrusting the processing of personal data is implemented through the features available within the application, by means of which the Program Organizer issues instructions for the Service Provider and may additionally be confirmed by the Parties by amending in writing the Agreement or entering into a separate agreement, which shall change the processing period for the entrusted personal data.

3.13. List of places where entrusted personal data are processed.

3.13.1. Detailed description of places where entrusted personal data are processed is set out in Annex 1.

3.13.2. The Parties declare that any change in the list of places where entrusted personal data are processed is implemented through the features available within the application, by means of which the Program Organizer issues instructions for the Service Provider and it may be additionally confirmed by the Parties by amending in writing the Agreement or entering into a separate agreement, including electronic form, which shall change the places where entrusted personal data are processed.

3.14. The scope of processed personal data.

3.14.1. Detailed description of the scope of processed personal data is set out in Annex 1.

3.14.2. The Parties declare that any change in the scope of processed personal data are processed is implemented through the features available in the application, by means of which the Program Organizer issues instructions for the Service Provider and may additionally be confirmed by the Parties by amending in writing the Agreement or entering into a separate agreement, including electronic form, which shall change the scope of processing entrusted personal data.

4. Declarations of Service Provider.

4.1. The Service Provider undertakes to perform the Agreement with the utmost professional diligence in order to secure the legal, organizational and technical interests of the Program Organizer in the processing of entrusted personal data.

4.2. The Service Provider, taking into account the risk of violation of the rights and freedoms of individuals and the state of technical knowledge, implementation costs, scope, nature, context and purposes of processing personal data, undertakes to apply in accordance with the requirements of art. 32 of GDPR technical and organizational measures aimed at adequate, appropriate to threats and categories of data subject to protection, safeguards, in particular to protect personal data against damage, destruction and disclosure to unauthorized persons. Description of implemented technical and organizational measures is available at the request of the Program Organizer.

4.3. The Service Provider may at any time change the implemented measures, provided that they do not guarantee a lower level of protection than the measures in force at the time of concluding the Agreement.

4.4. The Service Provider undertakes to provide the Program Organizer with information about current technical and organizational measures along with information on changes in the scope of implemented measures, immediately after making any changes.

4.5. The Service Provider undertakes, at the request of the Program Organizer, to provide other information necessary to demonstrate compliance with the obligations set out in Article 28 of GDPR.

4.6. The Service Provider undertakes not to create any draft copies of entrusted personal data, except situations when it is required for the proper implementation of the Agreement.

4.7. The Service Provider undertakes to immediately destroy all operational and emergency copies of entrusted personal data created during their processing after their use.

4.8. The Service Provider undertakes to notify the Program Organizer within 1 (one) business day of:

4.8.1. compliance check in regard to the processing of personal data entrusted to it carried out by the supervisory body in the scope of implemented provisions on the protection of personal data in any organizational unit of the Service Provider,

4.8.2. issuing administrative decisions with regard to the implementation of the provisions on the protection of personal data by the supervisory body and complaints under consideration in the cases of compliance with personal data protection provisions regarding the entrusted personal data by the Service Provider .

4.9. The Service Provider undertakes to secure 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.

4.10. The Service Provider declares that all persons authorized to process personal data are obliged to keep them secret or are subject to an appropriate statutory obligation of secrecy in accordance with art. 28 (3)(b) of GDPR, and the Service Provider is responsible for their actions or omissions as for its own.

4.11. The Service Provider undertakes to keep records of employees employed for the processing of personal data or having access to information systems in which personal data are processed, as well as familiarizing them with the content of regulations and rules regarding the protection of personal data and the responsibility for not respecting them.

4.12. The Service Provider undertakes to support the Program Organizer, in its capacity and to a reasonable extent, in the fulfillment of its obligations towards data subjects, in particular through the use of appropriate and possible technical and organizational measures necessary for the Program Organizer to enable people to exercise their rights pursuant to Chapter III of the GDP.

4.13. The Service Provider undertakes to support the Program Organizer in performing the tasks provided for in art. 32 – 36 of GDPR, providing the necessary information.

4.14. The Service Provider undertakes to provide the Program Organizer with assistance, but only to the extent in which the Program Organizer’s obligations can not be fulfilled by the Program Organizer by other means with respect to supporting the Program Organizer in performing impact assessments for data protection (Article 35 of the GDPR) and prior consultation with the supervisory authority (Article 36 of the GDPR). The Service Provider shall inform the Program Organizer about the costs of such assistance and after the Service Provider confirms that these costs have been incurred, the Program Organizer shall provide the required support.

4.15. The Service Provider undertakes to notify the Program Organizer about the Service Provider’s or its subcontractor’s commitment based on European Union law or the law of the Member State to which it is subject, to process personal data in a way that goes beyond the instructions of the Program Organizer without undue delay from the moment of obtaining a credible, confirmed message. In such case, the Service Provider shall inform the Program Organizer about the legal obligation before the commencement of such processing, unless the law prohibits such information because of important public interest; in this case, the notification of the Program Organizer specifies a legal requirement resulting from the law of the European Union or a Member State.

4.16. The Service Provider undertakes to inform the Program Organizer immediately of any events resulting or likely to result in a violation of the protection of personal data, in particular those leading to a violation of the privacy of the persons whose data have been entrusted.

4.17. The Service Provider undertakes to support the Program Organizer in the scope of the Program Organizer’s compliance, where applicable, with the obligation to inform the supervisory body or the data subject by providing information available in accordance with Article 33 para. 3 of the GDPR.

4.18. In the event where the Service Provider fails to protect personal data, the Program Organizer shall in particular be entitled to reimbursement of all reasonable costs of validly ended prosecution of the offence, including legal representation and any compensation awarded by a valid judgment for the persons affected by the infringement, irrespective of right of contractual penalties and claims for damages of Program Organizer in accordance with the Agreement.

5. Rules of subcontracting.

5.1. In order to ensure proper implementation of the Agreement, the Program Organizer agrees that the Service Provider may use subcontractors and further entrust them with the processing of personal data.

5.2. The Service Provider indicates subcontractors that shall be employed in Appendix 1 and undertakes to constantly update the data contained therein.

5.3. The Program Organizer has the right to object to the use of the specified subcontractor by the Service Provider within 14 days of receiving information about the planned change.

5.4. If the Program Organizer does not object within 14 days of receiving information about the planned change, it is considered as a consent.

5.5. After receiving the objection of the Program Organizer, the Service Provider within 30 days shall determine the course of proceedings in relation to the objection received. After this period, each of the Parties may terminate the Agreement in accordance with the provisions of the Agreement or the GTU of the Program Organizer.

5.6. In the event that the implementation of the Program is agreed for a definite period, the Parties agree that the opposition to the subcontractor is the condition for termination of legal relations under which the Program Organizer implements the Program using the Application and both agreements terminate with 14 (fourteen) days notice at the end of the settlement period.

5.7. Further entrusting the processing of personal data may take place only within the limits and for the purpose of providing the Service.

6. Return or deletion of data.

6.1. The Service Provider shall delete or transfer the personal data entrusted to the Program Organizer in a manner specified by the Program Organizer, within 7 days from the end of the Agreement, in the following cases:

6.1.1. in the event of termination of the Agreement,

6.1.2. at every request of the Program Organizer.

7. Power of audit of Program Organizer.

7.1. The Program Organizer has the right to perform periodic audits of the implementation of the processing of entrusted personal data by the Service Provider.

7.2. Audits performed by the Program Organizer may be carried out by the Program Organizer’s employees or through an independent auditor authorized by the Program Organizer to carry out audit activities.

7.3. The Program Organizer undertakes that as an authorized auditor an entity conducting directly or indirectly competitive activity in relation to the activity pursued by the Service Provider shall not be designated.

7.4. Competitive activity means any activity, paid or unpaid, in the country or abroad, regardless of the legal form, which is conducted within the same or similar subject range and addressed to the same public, coinciding – even partially – with the scope of the core or a by-side business of Service Provider or entities from the Service Provider group in the world. In order to assess whether a given entity is competitive, not only the subject of business of such an entity shall be taken into account, resulting from the content of the contract establishing it and the subject of activity actually performed by that entity.

7.5. In the event of an audit being ordered in regard to entities competitive to the Service Provider, the Service Provider is entitled to refuse to proceed with the inspection until the appointment of another entity conducting control on behalf of the Program Organizer or until further procedure between the Program Organizer and the Service Provider.

7.6. Such audit may only refer to personal data entrusted for processing under the Agreement and shall be limited to the seat of the Service Provider and devices used to process personal data, as well as personnel involved in processing activities covered by the scope of the Agreement.

7.7. Audit shall be carried out as quickly and efficiently as possible, and shall last no longer than two (2) business days.

7.8. Audit shall take place no more than once a year, unless a higher frequency of the Service Provider’s audit is required in accordance with law or by the competent supervisory authority or it takes place immediately after finding a substantial non-compliance with applicable data protection rules under the Agreement.

7.9. Audit shall be carried out during the regular working hours of the Service Provider, in a manner that does not interfere with the Service Provider’s business activity and in accordance with the applicable security standards of the Service Provider;

7.10. The Program Organizer shall inform the Service Provider about the intention to carry out the audit by email or letter at least 14 working days before the planned inspection date.

7.11. The Service Provider undertakes to confirm readiness to carry out the audit in accordance with the notification within 3 business days after receiving the notification.

7.12. In the event it is not possible to carry out the audit within the planned time or under other unexpected obstacles beyond Service Provider’s capacity, the Service Provider shall notify the Program Organizer of such circumstances and propose a new date of audit, no later than within 7 business days from the date of the inspection.

7.13. The costs arising from or incurred in connection with the audit shall be borne by each Party in accordance with the amount of incurred costs.

7.14. The audit may not be aimed at or lead to the disclosure of legally protected secrets, including business secrets of any of the Parties.

7.15. The Program Organizer undertakes to prepare a report summarizing the findings of the audit. The report shall be provided to the Service Provider and shall constitute confidential information about the Service Provider, which can not be disclosed to third parties without the consent of the Service Provider, unless required by applicable law.

7.16. The Service Provider undertakes to remove any errors found during the audit in the course of processing personal data or failures in the implementation of the Agreement within 7 days from finding a fault or indicating in the summary report the findings of the audit.

7.17. If the Service Provider has a certification referred to in art. 42 of the GDP and/or the Code of Conduct referred to in art. 40 of the GDP, the Program Organizer’s inspection rights may also be exercised by the Service Provider referring to the results of monitoring the rules of certification or the code of conduct. In this case, the audit shall only concern issues that can not be sufficiently explained by presenting the results of such control by the Service Provider.

Annex no. 1 to the Data Processing Agreement concluded between the Service Provider and the Program Organizer

1. Nature of the processing of personal data.

1.1. The processing of personal data shall be manual and automatic.

1.2. Personal data shall be processed only by persons authorized to process personal data.

1.3. Personal data shall be processed by the Service Provider’s IT systems and the IT systems of subcontractors.

2. Purpose of processing personal data.

2.1. Entrusting the processing of personal data includes data processing for the following purposes:

2.1.1. collecting of personal data;

2.1.2. storing of personal data;

2.1.3. sharing of personal data;

2.1.4. development of personal data;

2.1.5. editing of personal data;

2.1.6. removing personal data;

3. Categories of subjects to which personal data may be disclosed.

3.1. Entrusting the processing of personal data includes processing of the following categories of data subjects (jointly referred to as Program Participants):

3.1.1. Employees;

3.1.2. Associates;

3.1.3. Counterparties;

3.1.4. Representatives;

3.1.5. other categories of subjects to which personal data processed by Program Organizer may be disclosed.

4. The scope of entrusted personal data.

4.1. Entrusting the processing of personal data includes data processing in the following scope:

4.1.1. data of the Program Participant:

first name

4.1.1.2. surname

4.1.1.3. e-mail address;

4.1.1.4. phone number;

4.1.1.5. other types of data determined by the Program Organizer through the Application.

5. The period of storing entrusted personal data.

5.1. Entrusting the processing of personal data includes the processing of data from the moment the Agreement is concluded to the moment 24 hours after termination or expiration of the Agreement.

6. List of places where entrusted personal data are processed.

6.1. Entrusting the processing of personal data includes data processing in the following places:

6.1.1. office; Plac Europejski 3, 00-844 Warszawa;

6.1.2. office: al. Grunwaldzka 472 80-309 Gdańsk;

6.1.3. server room: ul. Geodetów 16; 80-298 Gdańsk

6.2. According to the current interpretation of the obligations of the Administrator of Personal Data and the Processing Entity, the locations of the processing of own and leased space in the list of processing of personal data have been indicated in connection with the management of separate office and technical space for server collocation.

7. Subcontractors.

7.1. Currently, the Service Provider uses the following subcontractors to carry out further entrusting of processing the personal data of the Program Organizer, in connection with ensuring the correct performance of the agreement:

7.1.1. smsAPI (Poland);

7.1.2. 7Sys Michał Kulling; (Poland);

7.1.3. Sendgrid Inc. (USA);

7.1.4. Tshallio Inc. (USA);

3. General Terms of Use – Partner Regulations

DEFINITIONS

Application – Service Provider software intended for (i) Users to use the Application 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, register 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 persons who are able to connect to the Internet through Access Devices. Detailed features of the Application are specified in the instructions for Program Participants, Program Organizers and Partners available on the website www.nais.pl or directly through the Application. The Service Provider reserves right to modify the Application or its individual features at any time (including the domain name), in particular for its further development and improvement.

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

Program Organizer – an entity using the Application features intended for program organizers aimed at building engagement and a good atmosphere of cooperation (for example, among employers who organize and manage programs for their employees, associates and key business partners), through, among others, 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 – Regulations called General Terms of Use, while 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 as the GTU – User Regulations, GTU-Regulations of the Program Organizer and GTU – Partner’s regulations.

Partner – entity cooperating with the Service Provider by the use of Application offering services or goods to Program Participants or Program Organizers as part of their business activities.

Program – Application features under the brand Nais, 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 Provider – Viamobile Sp. z o.o. (limited liability company) with its registered office in Warsaw (zip code: 00-844), Plac Europejski 3, entered into Register of Entrepreneurs maintained by the District Court in Warsaw, 12th Commercial Division of the National Court Register under number 9066, NIP number: 1131917828, Regon 012979635, share capital: PLN 620.650,00, or under all current company data registered in the National Court Register; The Service Provider provides the services within the Program, in particular by using the Application electronically in accordance with the provisions of the Act of 18 July 2002 on the provision of services by electronic means (consolidated text Dz.U.2017.1219 of 24 June 2017).

User – person having a User Account within 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 is available under the following link: www.nais.pl/en/pricing/.

I. GENERAL REGULATIONS

  1. Service Provider shall ensure the highest availability of the Application, and undertakes to remove 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 operator whose services the Partner uses). The Service Provider may periodically provide Partners with paid features of the Application at a reduced price or for testing purposes (time limited) – free of charge as a form of promotion plan.
  3. The Service Provider reserves the right to include any additional paid or free features in the future, but these features will always be clearly and unambiguously described, so as not to doubt which elements of the Application can be used for free and in return for payment. 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 in accordance with the law and good customs.
  5. Using the Application does not mean that any intellectual property rights related to it shall be transfered 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 Partners 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 GUC will still be considered as binding 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 to the Partner’s account. The Service Provider provides the Partner with a permanent opportunity to view the General Terms of Use of the Partner from the Application.
  9. Within 5 days from notifying the Partner about the change in the GTU of the Partner, 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. Sending such a request automatically terminates the right to use the Application by the Partner and blocks its account.
  10. The Service Provider is not responsible for the content and the offer shared by Partners within the Application and, except the cases of obvious violation of law or decency, 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 USING THE APPLICATION BY THE PARTNER

  1. Use of the Application by the Partner is based on the cooperation agreement concluded between the Service Provider and Partner in writing, in the form of a document, or through electronic registration of the Partner’s account in the Application and acceptance of the Partner’s GTU, payment of fees due to the use of the Application as well as other legal relations between the parties. The Partner is obliged to read the GTU of the Partner before using the Application.
  2. The Partner provides its identification data as a part of registration within the Application. Full use of the Application is possible only after adding Partner’s offer which will be presented to the Users and the 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 at Partner’s office), 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/Program Organizer and the Service Provider. Such relationship exists between the User/Program Organizer and the Partner.
  5. 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 which, 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.
  6. 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.
  7. 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.
  8. 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 as submitted by 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 through the Application or through 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 accurately report to the Service Provider the total amount of funds paid by the Users or Program Organizers to the Partner outside the Application from which the Service Provider’s commission also shall be charged; such amount shall be reported by the 7th day of the month following the accounting month.
  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, which constitutes 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, which constitutes 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 (including any commission charged) to the Partner in the agreed billing period. 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 receive VAT invoices generated in an electronic form that shall be sent by 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 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 the Partner’s employees constitute a collection of personal data separate from the collection of private personal data of Partner’s employees provided when activating their User Account.
  2. The Partner may not enable third parties to access its accounts within 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.

VI. RESPONSIBILITY OF THE SERVICE PROVIDER TO 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 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 benefits of the Partner, damages resulting from loss or modification of the Partner’s data or any other damages resulting from non-compliance with the Partner’s GTU.
  2. The Service Provider’s liability towards the Partner (regardless of the reason it arises) is always limited to the value of actual damage.
  3. The Service Provider is not responsible for the quality or correctness of the services provided by the Partners and of the goods they sell; 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 within the Application and, except the cases of obvious violation of law or decency, does not interfere with them.

VII. RULES ON PROCESSING OF PERSONAL DATA

  1. From May 25, 2018, the Service Provider and the Partner are obliged to comply with the provisions of Regulation (EU) No 2016/679 of the European Parliament and 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, as well as repealing Directive 95/46/WE (hereinafter: General Data Protection Regulation, GDPR, Regulation 2016/679).
  2. The Service Provider shall ensure proper protection of Partner’s personal data. All personal data provided by the Partner will be collected, stored and processed only in accordance with the generally applicable provisions of law, which means that the Service Provider has applied technical and organizational measures in accordance with the requirements of Regulation (EU) No 2016/679.
  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 Partners or purchase of goods from them, 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. While providing services, the Partner is a personal data administrator, independent of the Service Provider within the meaning of art. 4(7) of the Regulation 2016/679 in relation to the personal data of the Program Participants.
  5. The Partner, irrespective of the Service Provider, has its own legal basis for processing Users’ personal data as a data administrator, and thus all the obligations of the personal data administrator under the Act of 10 May 2018 on the protection of personal data and the provisions of the Regulation 2016/679 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 Partner may share (to each other) 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, if such processing results from the fulfillment 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 met information requirement towards Users regarding the processing of personal data to the extent and in the manner required by Regulation 2016/679, in particular as regards the 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 breach of security of personal data protection identified, 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 PARTNER

1. If the Service Provider and the Partner have not agreed otherwise, the cooperation agreement is valid for an indefinite period and may be terminated at any time by both 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 give notice if:

a)The Partner ends or suspends business activity;

b)The Partner loses the rights to provide services or sell goods that are required by the law;

c)The Partner changes the business profile by ceasing providing services or sales of goods to Users or Program Organizers;

d) agreement shall be executed entirely.

3. In the event of non-performance or improper performance of obligations arising from the agreements between the parties, in particular the GTU of the Partner, the Partner may be temporarily or permanently blocked from access and use of the Application. The Partner shall not be entitled to any claims in this regard.

These GTU shall apply from 25/05/2018.
Updated version of document shall apply from 02/01/2019.

In case of any doubts in interpretation of this document the Polish version is superior.