ARTICLE 1. INTRODUCTION
- These Terms and Conditions specify the requirements for participation in the Affiliate Partnership Program, which involves the Partners’ recommendations of the Services provided by the Organiser via the Website to New Customers in exchange for Commission.
- The Organiser also facilitates to the Partner the functionality of the Partner’s Account as a part of the Affiliate Partnership Program.
ARTICLE 2. DEFINITIONS
The terms used in these Terms and Conditions mean as follows:
- Organiser — the Administrator of the Website, which is:
Registry data: TASTYSOFT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Łódź (registered address and mailing address: Sienkiewicza 85/87/8 P. XI, 90-057 Łódź); the Register of Businesses of the National Court Register entry no.: KRS 0000411725; the register court where the company's records are kept: District Court for Łódź — Śródmieście in Łódź, XX Economic Division of the National Court Register; share capital of: PLN 5,000.; NIP (TAX ID No.): 7252058310; REGON (National Business Registry No.): 10137426
Contact details: as above
- Partner’s Account — individual account of a Partner, enabling the Partner to use the Affiliate Partnership Program.
- Privileged Trader — a natural person (individual) conducting a business, who concludes an Agreement which is directly related to their business activity if that Agreement, as follows from the wording thereof, does not have for them a professional character, which is in particular implied by the objects of their business activity made available under the regulations on the Central Registration and Information on Business.
- Recommendation Link — a link to the Website generated by the Organiser, referring to the Website’s subpage containing attributes that assign the user to the Partner’s Account.
- New Customer — a natural person (individual) having full legal capacity, a legal entity or an organisational entity without the status of a legal person, but able to acquire rights and incur obligations on their own behalf, who has never used the Organiser's Services before.
- Prohibited Means of Promotion — the ways of promotion of the Website and Services that are prohibited by the Terms and Conditions.
- Agreement — a legal relationship established between the Parties with the content following from the Terms and Conditions.
- Affiliate Partnership Program — means a program organised by the Organiser for the Partners, which involves acquiring New Customers of UpMenu by the Partner. The Affiliate Partnership Program shall be organised according to the rules set out in these Terms and Conditions.
- Commission — remuneration payable to the Partner from the Organiser and related to the Acquisition of a New Customer, resulting from the net worth of the subscription fee paid by the customer.
- Acquisition of a New Customer — causing a situation when a New Customer user assigned to the Partner creates an account at the Website or when a New Customer uses the account created by the Partner and then pays at least one subscription fee for the use of the Services.
- Partner — participant of the Affiliate Partnership Program — a natural person (individual) running a business or a legal entity or an organisational entity without the status of a legal person, having legal capacity by virtue of the law, which meets all requirements for the Partner stipulated in these Terms and Conditions.
- Registration — the act of creating Partner’s Account via the functionality of the Website.
- Terms and Conditions — these Terms and Conditions of the Affiliate Partnership Program, regulating the rules of providing electronic services, which include facilitating to the Service Recipient the functionality of the Website with regard to the Partner’s Account. The Terms and Conditions consist a set of rules referred to in Article 8 of the Act of 18 July 2002 on Providing Services by Electronic Means.
- GDPR — Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
- The Parties — the Organiser and the Partner.
ARTICLE 3. GENERAL PROVISIONS
- These Terms and Conditions specify the rules of joining and the conditions of operating the Affiliate Partnership Program and providing the Services with regard to access to the Partner’s Account, by the Organiser, for the Partners.
- Joining the Affiliate Partnership Program by the Partner is entirely voluntary and free of charge.
- An existing Service Recipient with an account at the Website as well as a person who has not yet created a Service Recipient’s account may both become Partners. In order to join the Affiliate Partnership Program, the Service Recipient must make a separate registration as a Partner, according to the procedure described in Article 3.
- A natural person (individual) who does not conduct a business cannot become a Partner.
- A Partner may have only one Partner’s Account regardless of the number of webpages managed by the Partner.
- The Terms and Conditions are available free of charge on the website: www.upmenu.com
- Obtaining the status of Partner requires registration in the Affiliate Partnership Program via the Website.
- Registration requires reading and accepting the Terms and Conditions. Registration shall be equivalent to the conclusion of the Agreement between the Parties, with the content following from the Terms and Conditions, without the need to draw up a separate agreement.
- After Registration, the Partner obtains the permission to use the Partner’s Account service. The use of the Affiliate Partnership Program services is possible only remotely, via the Internet. Detailed technical requirements that are necessary for the proper operation of the Partner’ Account are described in Article 9 of the Terms and Conditions.
- The Partner may also use the reseller partnership program organised by the Organiser, however, for this purpose, they must register separately for that program.
ARTICLE 3. PARTNER’S ACCOUNT
- Registration of the Partner’s Account is possible by means of a dedicated registration form for the Affiliate Partnership Program. In order to complete the Registration, the Partner is obliged to:
specify the following data:
- e-mail address
read and accept the Terms and Conditions,
- After the registration form is correctly completed, a link activating the Partner’s Account is sent to the Partner's e-mail address. Signing in to the Partner’s Account is only possible after activation.
- In order to use the full functionality of the Affiliate Partnership Program, the Partner is required to fill in the billing and contact details in the “settings” panel of the Partner’s Account. Providing the personal data by the Partner is voluntary, but necessary to establish the right to the Commission and payment thereof. Over all the Agreement term, the data provided by the Partner should be up-to-date and true.
- The Partner may be subject to verification by the Organiser at the conclusion of the Agreement and within its duration. The verification process may include, but is not limited to: checking if the webpages on which the Recommendation Links are published are compliant with the Terms and Conditions, examining the marketing materials and Partner’s actions with regard to the compliance with the Terms and Conditions and the law.
ARTICLE 5. SCOPE OF SERVICES PROVIDED BY THE ORGANISER
- Services associated with the Affiliate Partnership Program are provided by the Organiser to the Partner free of charge.
- The following services are included in the scope of the Services related to the Affiliate Partnership Program and provided via the Website:
- browsing the content of the Website with regard to the Affiliate Partnership Program;
- creating the Partner’s Account, managing it and using its functionalities;
- configuration of the restaurant for the New Customer;
- reviewing the settlements related to participation in the Affiliate Partnership Program;
- configuration of the Partner’s Account.
- The Organiser has the right to update, modify, withdraw, add new services or restrict the availability or access to any Services provided under these Terms and Conditions, without prejudice to the privileges already gained by the Partner.
ARTICLE 6. DETAILED CONDITIONS OF PARTICIPATION IN THE AFFILIATE PARTNERSHIP PROGRAM
- The Affiliate Partnership Program is based on directing users (audience) of webpages managed by the Partner to the Website by means of a Recommendation Link dedicated to the Partner.
- Requirements for the webpage where the Recommendation Link can be published:
- The Partner must have the legal title to the management and administration of the webpage on which the Recommendation Link is placed, for the entire period during which the Recommendation Link is published thereon;
- The webpage must be devoted to the topic that can be recognized and specified and that does not violate the provisions of these Terms and Conditions, the law nor moral standards.
- Recommendation Links placed on Partners' webpages should have a “nofollow” parameter.
- The Recommendation link is valid for 60 days from the date of its generation.
- In the Partner’s Account settings, a Partner can define the duration of the test period (trial) for New Customers using the Recommendation Link.
- If a user of the webpage managed by the Partner uses the Recommendation Link, they are redirected to the Website, which results in assigning the user to the Partner’s ID and saving that information in the Cookie file on the user's computer. The assignment is effective until:
- the cookie file expired or
- the cookie file is deleted by the user
- the cookie file is replaced by another Partner's cookie.
- If a user assigned to a Partner’s Account creates an Account at the Website, they are then permanently assigned to the Partner’s Account. Assignment to the Partner’s Account is not equal to the Acquisition of a New Customer, as the condition of latter is the payment of at least one subscription fee.
- The Partner is obliged to participate in the Affiliate Partnership Program in a lawful and decent manner, respecting personal rights, personal data, copyright and intellectual property of the Organiser, New Customers and third parties.
- The Partner, while using the Website and participating in the Affiliate Partnership Program, is obliged to use the Services in a way that does not violate the law, including the rights of other Partners. The Partner undertakes not to commit illegal, abusive or potentially disruptive or harmful activities in relation to the Website, other Partners and the Service Recipients of the Organiser.
- The Partner is responsible for the content placed on the Website. The Partner must not place or provide any illegal content via the Website.
- The Organiser states that to the extent specified by law, i.e. in upon the receipt an official notice or reliable information on illegal nature of the data or related activities, they may be authorised to block access to the illegal content or data.
- The Partner is eligible to promote the Website and the Services using promotional materials provided by the Organiser. The use of the Organiser's materials is free of charge and voluntary.
- The Partner is not authorized to modify the Organiser's materials without their consent. In particular, it is prohibited to modify graphic works belonging to the Organiser.
- The Partner may also promote the Website and the Services using their own promotional materials, under the following conditions:
- the Partner has a legal title to use those materials;
- the materials shall not violate the rights of the Organiser or other persons or entities;
- the materials shall respect public decency, shall not infringe personal rights, personal data, nor copyright and intellectual property;
- the materials shall not mislead as to the functionality, conditions and costs of use of the Website.
- The Organiser reserves the right to monitor the promotional materials used by the Partner and to demand that the dissemination of selected materials be stopped.
- The Partner is not allowed to use the ways of promotion indicated by the Organiser as the Prohibited Means of Promotion referred to in Article 6. of the Terms and Conditions.
- The Partner shall be solely responsible for:
- the accuracy of the billing and contact details they provide;
- configuration of the Partner’s Account in terms of functionalities facilitated to the Partner;
- facilitating the Partner’s Account to other persons and Partners, as well as for any case of a third-party using the Partner's login and password. Any actions performed through the Partner’s Account by third parties using the Partner's login and password are attributed to the Partner.
- The Organiser shall not bear any liability:
- for damage caused by the Partner's actions or omissions based on data from the Website, both in respect of losses incurred and any profit lost by the Partner or a third party;
- for any irregularities related to the accounting/settlement of the Commission under the Affiliate Partnership Program arising from causes attributed to the Partner;
- for the lack of functionality of the Services which are not described in the Terms and Conditions;
- in relation to the circumstances set out in Articles 12-14 of the Act on Providing Services by Electronic Means.
- The Organiser shall bear full and unlimited liability wherever such liability is provided for by the strictly applicable law.
- The Partner shall not promote the Website and the Service using the Prohibited Means of Promotion, which include:
- use of materials or information misleading as to the functionality, conditions and costs of using the Website
- sending unsolicited commercial information (spam) aimed at acquiring New Customers;
- committing acts of unfair competition or unfair market practices;
- including in the promotional materials any content violating rights of third parties, mandatory legal provisions, the Terms and Conditions, the rules of social coexistence, public decency;
- using the tools such as aggregators of promotional and discount codes, comparing engines for services and company catalogues, insofar as the main purpose of these tools is to promote many services of different providers and to present multiple discount codes.
- If the Organiser discerns the Partner’s promoting the Website and the Services by the Prohibited Means of Promotion, the Organiser is authorised to suspend the Partner’s Account under the terms described in Article 10 of the Terms and Conditions.
- The Acquisition of New Customer by the Partner as a result of the application of the Prohibited Means of Promotion shall not constitute grounds for the payment of Commission.
ARTICLE 8. REMUNERATION
- The Partner is entitled to be paid remuneration in the form of Commission in the event of Acquiring a New Customer for the payable Services provided via the Website. The Partner is entitled to a Commission on every monthly subscription fee (net value) paid by the Acquired New Customer.
- If the conditions of awarding the Commission to the Partner are fulfilled, the Commission is of the following amount:
- 16,5% of the net subscription fee paid by the New Customer — in the case of the Partner having attributed to their account 1 to 9 New Customers at the time of the award of the Commission for a given month.
- 20% of the net subscription fee paid by the New Customer — in the case of the Partner having attributed to their account 10 or more New Customers at the time of the award of the Commission for a given month.
- The Commission will only be awarded to the Partner if the New Customer acquired by them pays the subscription fee for the given month. Any claims against the New Customer that are due but not paid do not constitute grounds for awarding the Commission.
- The commission is awarded to the Partner under condition of submitting the request for payment of the commission (according to p. 9 below), within 6 months from the subsequent month for which the commission can be awarded.
- The partner's commission may be reduced by the additional fee due to the Partner's Bank or Online Payment Provider.
- In the event that an incorrect amount of the Commission is accounted to the Partner as a result of a technical error, the Organiser reserves the right to adjust the Partner's balance accordingly and immediately notify the Partner about it via e-mail.
- The awarding of the Commission shall be verified with regard to the Partner's compliance with the Terms and Conditions. In the case of negative verification (finding a violation of the Terms and Conditions), the Organiser may:
- refuse to award the Commission related to the New Customers Acquired by means that are incompliant with the Terms and Conditions. The Partner is notified of the refusal by e-mail, along with the statement of grounds for the refusal;
- suspend the Partner’s Account or terminate the Agreement under the terms described in Article 10 of the Terms and Conditions
- Positive verification of the requested Commission entails awarding due remuneration to the Partner in the form of the Commission.
- The Partner may withdraw the Commissions accrued to him once in each month, in full amount, without the minimum amount.
- The Commission is paid following the request for payment in the Partner’s Account functionality – loading the invoice to the Website in functionality of the Partner’s Account – Earnings, as required in p. 10 below. Payment of the Commission depends on the Partner’s providing complete billing/accounting data and fulfilling the requirements of p. 10 and 11 below. In the case of missing data in this respect, the payment shall not be possible until the data is completed. The billing/accounting data must be true and complete.
- Payment of the Commission is executed according to the invoice correctly issued by the Partner. The invoice must be issued on the basis of the billing/accounting data contained in the Partner Account – Earnings. In order to account for the Commission, the Partner must issue the invoice in the full net amount. The invoice must be loaded into the Website in the relevant place for that in the Partner Account – Earnings. If the loaded invoice does not comply with the requirements of the Terms and Conditions, it will be rejected along with the information about irregularities.
- The Commission for the Partner may be paid not more often than once a month, until the 15th day of the month for the previous month, as long as a correct and valid invoice is delivered.
- If a business entity is registered in European Union, the invoices mentioned in p. 9 and 10 have to be issued in accordance with EU VAT regulations.
- If the Commission is calculated and paid to the Partner as a result of a violation of the Terms and Conditions by the Partner, misleading the Organiser, non-disclosure of information affecting the sum of the Commission by the Partner, or as a result of an illicit act or an attempt of deception, regardless of any consequences arising from the Terms and Conditions, said Commission shall not be paid to the Partner, and if it has already been paid, the Organiser shall be entitled to claim that it be paid back. The Partner shall, in such case, return the Commission received and contested within 3 working days of the request.
- The Partners are obliged to make on their own the appropriate, obligatory tax settlements related to the income earned under this Agreement. The Organiser shall not be liable for the Partners' failure to perform or improper performance of their duties stipulated in the tax law.
ARTICLE 9. PERSONAL DATA
- The Organiser is the data controller in relation to the personal data provided by the Partner in the Registration process and the billing/accounting and contact data entered into the Website.
- The Organiser declares that they apply technical and organisational measures to ensure the protection of personal data an that these measures are adequate to the threats and categories of protected data, in particular they protect the data from unauthorised disclosure, removal by an unauthorised person, processing in violation of the applicable law, alteration, loss, damage or destruction.
- Personal data provided by the Partner is collected and processed by the Organiser in accordance with the applicable law, including, in particular, the provisions of the GDPR and the Act of 18 July 2002 on Providing Services by Electronic Means.
- Personal data of the Partner is collected by the Organiser during the Registration and later, during the execution of the Agreement concluded with the Partner.
- The Organiser processes the Partner's personal data only:
- in order to establish, shape the content of, change or resolve the legal relationship between the Partner and the Organiser;
- in order to implement the Agreement concluded by the Parties;
- for other legally justified purposes, including: marketing purposes, legal or administrative proceeding purposes, archival purposes, as well as for the purposes of ensuring accountability of fulfilling the obligations under the law.
- The Organiser ensures that the Partner can exercise their rights under the GDPR, including the right to access the content of his own personal data, rectification, restriction, erasure, transfer, as well as the right to object to data processing and the right to lodge a complaint with the supervisory authority – President of the Office for Personal Data Protection.
- The Partner's data will be processed by the Organiser for the duration of the Partner's use of the Website and for the duration of the existence of the Partner's Account, and after the expiration of these periods, for the period provided for in the applicable law in order to perform contractual obligations and to process claims related to the use of the Services.
ARTICLE 10. TECHNICAL REQUIREMENTS AND MAINTENANCE WINDOWS
- For the correct operation of the Service, it is required:
- to have a computer or a mobile device with updated software that provides access to the Internet. The hardware configuration of devices must allow free, unobstructed use of the Internet and modern websites;
- to enable Cookies support.
- Closing the Partner’s browser may delete the data sent to the page. All settings that affect session storage or deletion are in the Partner’s browser.
- Disabling cookies usually does not block the use of the Services, but in some cases may cause a restriction of the Website functionality
- In a situation where the Partner encounters technical problems with access to the Website or its particular functionalities, they may submit a request to the Organiser using the “Chat” functionality of the Website, or to the e-mail address: [email protected].
- The Organiser is not responsible for the Partner's inability to use the Services if it arises from Partner’s failure to meet the technical requirements.
- The Organiser reserves the possibility of carrying out maintenance works at the Website at the time specified beforehand. The Organiser shall notice the Reseller on the planned maintenance works in advance, if possible. During the maintenance window, the Reseller's access to the Website may be limited or impossible.
ARTICLE 11. COMPLAINTS
- The Partner may submit to the Organiser a complaint related to the operation of the Service, as a message to the e-mail address: [email protected] marked as “Complaint”.
- The complaint should contain at least the Partner's details, the e-mail address for the contact and the description of the objections raised.
- If the data or information provided in the complaint needs to be completed for proper consideration, the Organiser shall ask the complaining person via their e-mail address to complete the data in the specified extent and time limit. This occurs before the complaint process begins.
- The Organiser shall process the complaint within 14 days from the date of its receipt in the correct form. The response to the complaint is sent to the contact e-mail address indicated by the Partner.
- Any other notifications, comments and questions about the operation of the Website may be sent by e-mail to: [email protected]
ARTICLE 12. TERMS OF CONCLUDING AND TERMINATING THE AGREEMENT AND SUSPENDING PARTNER'S ACCOUNT
- The Agreement is concluded upon the Registration of the Partner’s Account.
- The Agreement is concluded for an indefinite period.
- Each Party may terminate the Agreement without stating reasons, with two weeks' notice with effect at the end of the calendar month
- The Organiser has the right to suspend the Partner's Account in the event of violation of the Terms and Conditions by the Partner or when it is necessary to resolve any doubts about the Partner’s actions. Suspension of the Account means a temporary limitation of the functionality of the Partner’s Account until the doubts are resolved. The suspension includes:
- disabling the possibility to request the payment of the Commission for the Affiliate Partnership Program;
- disabling the accrual of new Commissions.
- The Organiser has the right to ban the Partner from re-Registration if the Partner's Account has been suspended or the Partner has been deprived of the rights to use the Website.
- The Organiser has the right to terminate the Agreement with a Partner with immediate effect if:
- the Services are used by the Partner for illegal purposes or in a manner that violates the provisions of the law;
- the Partner acts to the detriment of the Organiser or fails to act as they are obliged under the Terms and Conditions;
- the Partner provided the Organiser with untrue data;
- the Partner violates the requirements related to webpages where Recommending Links may be published;
- the Partner misleads the users of their sites as to the functionality, terms and costs of using the Website and Services.
- the Partner otherwise violates the Terms and Conditions.
- In the event of termination of the Agreement, the Organiser performs verification, and if the compliance with the Terms and Conditions is confirmed, they award to the Partner the Commissions accrued in the duration of the Agreement.
- In the event of termination of the Agreement, the Partner loses the right to request Commissions from the Organiser for the subscription periods of the their assigned New Customers at the time when the Agreement between the Parties is no longer in force.
ARTICLE 13. RIGHT TO WITHDRAW FROM THE AGREEMENT
- The Partner being a Privileged Trader has the right to withdraw from the Agreement without giving any reasons, within 14 days of its conclusion.
- In order to exercise the aforementioned right, the Partner must inform the Organiser of their decision to withdraw from the Agreement by means of a statement provided using the Organiser's contact details as indicated in the Terms and Conditions.
- In order to exercise the right to withdraw from the Agreement, the Partner may use the form of withdrawal from the Agreement which is included in Annex 1 to these Terms and Conditions. The use of the annexed form is not mandatory.
- In order to observe the withdrawal deadline referred to in p. 1 above, it is sufficient to send information on the exercise of the Partner's right to withdraw from the Agreement before the deadline for withdrawal from the Agreement.
ARTICLE 14. FINAL PROVISIONS
- The Organiser may change or amend the Terms and Conditions for important reasons, which include in particular:
- change of the provisions of the law affecting the content of the Terms and Conditions;
- public authorities imposing on the Organiser obligations affecting the content of the Terms and Conditions;
- change in the scope of the Services provided, including a change or extension of the functionalities of the Website;
- changes in the scope of: address data, name or legal form of the Organiser;
- the need to counteract violations of the Terms and Conditions or the law;
- improvement of the operation of the Services and the support of Partners;
- rectification of the Terms and Conditions in order to remove inaccuracies, obvious mistakes and clerical errors.
- In the event of change in the Terms and Conditions, the Organiser:
- notifies the Partners who have an active Partner’s Account. The notice is sent to the Partner's e-mail address and includes information about the scope of changes, the full content of the new Terms and Conditions and its effective date;
- publishes on the Website information about changes to the Terms and Conditions, the new Terms and Conditions and their effective date.
- The amendment of the Terms and Conditions shall be effective within the time indicated by the Organiser, but not sooner than 14 days after notifying the Partners of the changes and facilitating to them the amended Terms and Conditions.
- The change of the Terms and Conditions shall not affect the rights acquired by the Partner under the previous Terms and Conditions.
- The Partner shall notify the Organiser if they do not accept planned changes in the Terms and Conditions immediately, not later than 14 days from the announcement of the changes.
- If any of the provisions of these Terms and Conditions is invalid partly or entirely due to its non-compliance with the applicable law, the remaining part of the Terms and Conditions shall remain in force and be construed in accordance with the applicable law so as to retain most faithfully the sense of the invalid provision.
- In the case of issues not governed by these Terms and Conditions, the provisions of Polish law, including the Civil Code and the Act on Providing Services by Electronic Means, apply.
- The Terms and Conditions are subject to Polish law, the jurisdiction of the Polish courts, and the competent court for resolving disputes is the competent court for the registered office of the Organiser. However, this provision does not prejudice other rights of Partners who are Privileged Traders under the provisions of law binding the Organiser.
ANNEX 1. TO THE TERMS AND CONDITIONS
WITHDRAWAL FORM FOR PRIVILEGED TRADERS
(this form should be completed and sent only if the Partner wishes to withdraw from the agreement)
Registry data: TASTYSOFT SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ with its registered office in Łódź (the registered address and mailing address: Sienkiewicza 85/87/8 P. XI, 90-057 Łódź); the Register of Businesses of the National Court Register entry no.: KRS 0000411725; the register court where the company's records are kept: District Court for Łódź — Śródmieście in Łódź, XX Economic Division of the National Court Register; share capital of: 5 000 PLN.; NIP (TAX ID No.): 7252058310; REGON (National Business Registry No.): 10137426
Contact details: as above
- I hereby inform you of my/our withdrawal from the agreement on the provision of the following service - the Affiliate Partnership Program
- Date of conclusion of the agreement:
- Name of the Privileged Trader:
- Address of the Privileged Trader:
- Signature of the Privileged Trader (only if the form is sent as a hard copy)