ARTICLE 1. INTRODUCTION
- These Terms and Conditions specify the requirements for participation in the Reseller Program, which involves the Reseller’s distribution of the Services provided by the Organiser via the Website.
- The Organiser also facilitates to the Reseller the functionality of the Reseller’s Account as a part of the Reseller 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: see above
- Subscription fee - a fee paid by the Partner to the Organiser for the use of Services within the functional scope following from the selected Subscription Package.
- Customer - a natural person conducting business activity or a legal entity or an organisational entity without the status of a legal person and having legal capacity under the law, who uses the Website within the Subscription paid for by the Reseller.
- Reseller’s Account - individual account of the Reseller, enabling the Reseller to use the Reseller 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.
- 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, reseller agreement.
- Entrustment Agreement -an agreement to entrust personal data processing concluded as a result of the acceptance of the Terms of Service.
- Reseller Program - means a program organised by the Organiser for the Resellers, which involves distributing by the Resellers of the Services provided by the Organizer through the Website. The Reseller Program is organised under these Terms and Conditions.
- Subscription Plan - means the scope of Services provided via the Website in exchange for a Subscription fee, selected by the Reseller from available options.
- Reseller — participant of the Reseller Program — a natural person (individual) running a business or a legal entity or an organisational entity without the status of a legal person but having legal under the law, which meets all requirements for the Reseller stipulated in these Terms and Conditions.
- Registration — the act of creating the Reseller’s Account via the functionality of the Website.
- Terms and Conditions — these Terms and Conditions of the Reseller Program, governing the rules of providing electronic services, which include facilitating to the Service Recipient the functionality of the Website with regard to the Reseller’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).
- Customer’s Subscription - a subscription plan paid by the Reseller, allowed for use by a Customer.
- The Parties — the Organiser and the Reseller.
ARTICLE 3. GENERAL PROVISIONS
- These Terms and Conditions specify the rules of joining and the terms of operating the Reseller Program by the Organiser, as well as providing the Services with regard to access to the Reseller’s Account.
- Joining the Reseller Program by the Reseller 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 become Resellers. In order to join the Reseller Program, the Service Recipient must make a separate registration as the Reseller, according to the procedure described in Article 3.
- A natural person (individual) who does not conduct a business cannot become the Reseller.
- The Reseller may have only one Reseller’s Account, regardless of the number of Customers served under the Reseller Program.
- The Terms and Conditions are available free of charge on the website: upmenu.com
- Obtaining the status of the Reseller requires registration in the Reseller 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 Reseller obtains the permission to use the Reseller’s Account service. The use of the Reseller Program services is possible only remotely, via the Internet. Detailed technical requirements that are necessary for the proper operation of the Reseller’s Account are described in Article 9 of the Terms and Conditions.
- The Reseller may also use the affiliate partnership program organised by the Organiser, however, for this purpose, they must register separately for that program.
ARTICLE 4. RESELLER’S ACCOUNT
- Registration of the Reseller’s Account is possible by means of a dedicated registration form for the Reseller Program. In order to complete the Registration, the Reseller is obliged to:
- specify the following data:
- e-mail address
- read and accept the Terms and Conditions,
- Signing in to the Reseller’s Account is only possible after activation.
- In order to use the full functionality of the Reseller Program, the Reseller is required to fill in the contact details in the “settings” panel of the Reseller’s Account. Providing the personal data by the Reseller is voluntary, but necessary to use the full functionality of the Reseller’s Account. Over the entire Agreement term, the data provided by the Reseller should be up-to-date and true.
- The Reseller 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 the compliance of the product pages with the marketing requirements of the Terms and Conditions and the compliance of the Reseller's activities with the Terms and Conditions and the law.
ARTICLE 5. SCOPE OF SERVICES PROVIDED BY THE ORGANISER
- Services associated with the Reseller Program are provided by the Organiser to the Reseller free of charge.
- The following services are included in the scope of the Services related to the Reseller Program and provided via the Website:
- browsing the content of the Website with regard to the Reseller Program;
- creating the Reseller’s Account, managing it and using its functionalities;
- configuration of the restaurant for the Customer in standard or White Label variant;
- reviewing the settlements related to the paid Customer’s Subscriptions and due Subscription fees.
- configuration of the Reseller’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 Reseller.
ARTICLE 6. DETAILED CONDITIONS OF PARTICIPATION IN THE RESELLER PROGRAM
If the White Label model is used:
- The Reseller Program is based upon distribution, by the Reseller, of the Services provided by the Organiser through the Website to the Customers who use the Customer’s Subscription purchased by the Reseller.
- The Website access services distributed by the Reseller are listed in the “settings” Panel of the Website. In the event of any change in the scope of the Services provided as part of the Website and individual Subscription Plans, the Reseller will be noticed in advance.
- Participation in the Reseller Program involves the possibility of distributing the Services provided through the Website in two variants:
- standard variant - involving distribution of the Service without introducing the Reseller's branding;
- White Label variant - involving distribution of the Service using the Reseller's branding.
In order to facilitate Customers’ access to the Website, the Reseller shall:
- The Reseller is obliged to configure the account as required by the Website in order to implement their own branding;
- Reseller is obliged to provide Customers with a Helpdesk - technical support service, which is the Customer's first line of support.
The Organiser is not a party to the contract concluded between the Reseller and the Customer. The Reseller shall conclude a contract with a Customer on their own, regarding the Services provided via the Website to the Customer. In this respect, the Reseller is free to conclude contracts, which means, in particular, to determine remuneration to be paid to the Reseller. Nonetheless, the Reseller, either in offering access to the Services or in executing a contract with the Customer, shall not:
- create the Customer’s account and configure the account within a test period chosen by the Partner (7, 14 or 30 days from the day of creating the account);
- select the Customer-appropriate Subscription Plan;
- disable the visibility of the accounts settled with the Organiser for the Customer.
The Services will be made available to Customers under the Subscription Plan selected by the Reseller and in exchange for the Subscription fee. The Service is made available to a Customer assigned to the Reseller’s account only if the Customer’s configured account has the Customer’s Subscription paid.
The Reseller shall settle any accounts with their Customer on their own. The Reseller may not plead non-payment by the Customer before the Organiser.
The Reseller is not entitled to enter into further Services distribution agreements without prior written consent, under the pain of such agreements being null and void.
The Reseller is obliged to participate in the Reseller Program in a lawful and decent manner, respecting personal rights, personal data, copyright and intellectual property of the Organiser, current Service Recipients, Customers and other third parties.
The Reseller, while using the Website and participating in the Reseller Program, is obliged to use the Services in a way that does not violate the law, including the rights of other Resellers. The Reseller undertakes not to commit illegal, abusive or potentially disruptive or harmful activities in relation to the Website, other Resellers and the Service Recipients of the Organiser.
The Reseller is responsible for the content placed on the Website. The Reseller 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 Reseller is eligible to promote the Services (marketing activities) using their own promotional materials, under the following conditions:
- with regard to the service model of the Website (SaaS - Software as a Service), the Reseller is not authorised to grant to Customers any licences to use the Website.
The Organiser reserves the right to monitor the promotional materials used by the Reseller and to demand that the dissemination of the rule-violating materials be stopped.
The Reseller 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 Reseller 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 Services.
- The Organiser does not grant the Reseller licence to the software used to provide the functionalities of the Website Services. The Services made available through the Website are provided in the SaaS model – Software as a Service.
- The Organiser reserves the right to:
- The Reseller shall be solely responsible for:
- the accuracy of the billing and contact details they provide;
- configuration of the Reseller’s Account in terms of functionalities facilitated to the Reseller;
- configuration of the Customers’ accounts;
- paying the Subscription fees of the Customers and maintaining active Customer’s Subscription;
- holding a legal title to the branding used in the White Label variant;
- facilitating the Reseller’s Account to other persons and Resellers, as well as for any case of a third-party using the Reseller's login and password. Any actions performed through the Reseller’s Account by third parties using the Reseller's login and password are attributed to the Reseller.
- The Organiser shall not bear any liability:
- for damage caused by the Reseller's actions or omissions based on data from the Website, both in respect of losses incurred and any profit lost by the Reseller or a third party;
- 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 Reseller shall not promote the Services 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;
- If the Organiser discerns the Reseller’s promoting the Website and the Services by the Prohibited Means of Promotion, the Organiser is authorised to suspend the Reseller’s Account under the terms described in Article 10 of the Terms and Conditions.
ARTICLE 8. TERMS OF SETTLEMENT
- The Reseller earns income from participation in the Reseller Program only when a Customer is acquired, by deducting the difference between the price of the Customer’s Subscription purchased from the Organiser and the remuneration obtained by the Reseller from the Customer for facilitating the Services.
- The Reseller is not entitled to:
- remuneration (commission) from the Organiser for the fact of participation in the Reseller Program;
- the Organiser’s reimbursement of the costs incurred by the Reseller for marketing activities or other costs related to acquiring Customers.
- Reseller is entitled to receive from the Organiser a discount for the Subscription Packages as compared to the standard prices, for this purpose the Reseller must contact the Organiser individually. The Organiser’s discetion remains free in relation to granting a discount to the Reseller, as well as to the amount and time period thereof. The arrangements regarding the discount granted will be documented via email.
- The amount and conditions of the discount granted may change during the term of the Agreement and are dependent on the Organiser's current offer and the Reseller's fulfilment of the terms and conditions of collaboration.
- The Reseller is obliged to settle on their own any accounts with Customers, as well make any obligatory tax settlements related to the income earned under this Agreement. The Organiser shall not be liable for the Resellers' failure to perform or improper performance of their duties stipulated in the tax law.
- The Reseller can monitor online the validity of their Customers’ Subscriptions bought via their Reseller Account.
- The Reseller shall not be entitled to commission, compensation or any other type of benefit in the event that the Customers acquired by Reseller, at any time, on their own, bypassing Reseller, decide to enter into a SaaS Agreement with the Organiser.
ARTICLE 9. PERSONAL DATA
- The Organiser is the data controller in relation to the personal data provided by the Reseller 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 and 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 Reseller 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 Reseller is collected by the Organiser during the Registration and later, during the performance of the Agreement concluded with the Reseller.
- The Organiser processes the Reseller's personal data only:
- in order to establish, shape the content of, change or resolve the legal relationship between the Reseller and the Organiser;
- in order to perform 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 Reseller can exercise their rights under the GDPR, including the right to access the content of their 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 Reseller's data will be processed by the Organiser for the duration of the Reseller's use of the Website and for the duration of the existence of the Reseller'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 handle claims related to the use of the Services.
- The Reseller is responsible for holding a legal basis for entrusting their Customers’ personal data to the Organiser – as the Service Provider in the Entrustment Agreement.
- In the event that there is no legal basis for entrusting the Customers’ personal data or it ceases to exist, the Reseller is obliged to immediately inform the Organiser in order to block the Customer’s possibility to use the Services due to the impossibility of providing the Services.
ARTICLE 10. TECHNICAL REQUIREMENTS AND MAINTENANCE WINDOWS
- For the correct operation of the Website, 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 Reseller’s browser may delete the data sent to the page. All settings that affect session storage or deletion are in the Reseller’s browser.
- Disabling cookies usually does not block the use of the Services, but in some cases may cause a restriction of the Website functionalities.
- In a situation where the Reseller 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 Reseller's inability to use the Services if it results from the Reseller not meeting 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 Reseller may submit to the Organiser a complaint regarding the operation of the Service, as a message to the e-mail address: [email protected] with the note “Complaint”.
- The complaint should contain at least the Reseller'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 specific data within the specified time limit. This occurs before the complaint process begins.
- The Organiser shall handle 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 Reseller.
- 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 THE RESELLER'S ACCOUNT
- The Agreement is concluded at the time of Registration of the Reseller’s Account.
- The Agreement is concluded for an indefinite period.
- The Agreement is concluded by and between the Parties. Each Party shall retain the character of a fully separate entity and shall act independently. The Agreement concluded by the Parties is not an agency agreement within the meaning of Article 758 of the Civil Code.
- 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 Reseller's Account in the event of violation of the Terms and Conditions by the Reseller or when it is necessary to resolve any doubts about the Reseller’s actions. Suspension of the Account means a temporary limitation of the functionality of the Reseller’s Account until the doubts are resolved. Suspension of the Account involves blocking the possibility of creating accounts for Customers.
- The Organiser has the right to ban the Reseller from re-Registration if the Reseller's Account has been suspended or the Reseller has been deprived of the rights to use the Website.
- The Organiser has the right to terminate the Agreement with the Reseller with an immediate effect if:
- the Services are used by the Reseller for illegal purposes or in a manner that violates the provisions of the law;
- the Reseller acts to the detriment of the Organiser or fails to act as they are obliged under the Terms and Conditions;
- the Reseller provided untrue data to the Organiser;
- the Reseller misleads the Customers as to the functionality, terms and costs of using the Services.
- the Reseller otherwise violates the Terms and Conditions.
- Termination of the Agreement shall not affect the validity of the SaaS Agreement, provided that the Reseller has active Customer’s Subscriptions assigned to their Reseller’s Account.
ARTICLE 13. RIGHT TO WITHDRAW FROM THE AGREEMENT
- The Reseller being a Privileged Trader has the right to withdraw from the Agreement without stating any reasons, within 14 days of its conclusion.
- In order to exercise the aforementioned right, the Reseller 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 Reseller may use the form of withdrawal from the Agreement, which is 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 paragraph 1 above, it is sufficient to send information on the exercise of the Reseller'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 are considered 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 Resellers;
- 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 Resellers who have an active Reseller’s Account. The notification is sent to the Reseller's e-mail address and includes information about the scope of the changes, the full content of the new Terms and Conditions and their effective date;
- publishes on the Website the information about the changes to the Terms and Conditions, the new Terms and Conditions and their effective date.
- The amendment to the Terms and Conditions shall be effective within the time indicated by the Organiser, but not sooner than 14 days after notifying the Resellers 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 Reseller under the previous Terms and Conditions.
- The Reseller 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 apply, including the Civil Code and the Act on Providing Services by Electronic Means.
- 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 Resellers 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 Reseller wishes to withdraw from the agreement)
Registered 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: PLN 5 000.; NIP (TAX ID No.): 7252058310; REGON (National Business Registry No.): 10137426
Contact details: see above
- I hereby inform you of my/our withdrawal from the agreement on the provision of the following service - the Reseller 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)