ARTICLE 1. INTRODUCTION
- These Terms and Conditions specify the requirements for participation in the Reseller or Affiliate Program.
- The Organiser also facilitates to the Reseller or Affiliate tools and training as a part of the Program.
- These Terms and Conditions shall not exclude the application of any other applicable Organiser’s terms and conditions.
ARTICLE 2. DEFINITIONS
The terms used in these Terms and Conditions mean as follows:
- Organiser— the Administrator of Magous Digital LLC.
- 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.
- 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.
- 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.
- 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.
- The Reseller may also use the affiliate partnership program organised by the Organiser.
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:
- All information from registration form.
- read and accept the Terms and Conditions.
- specify the following data:
- 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.
ARTICLE 6. DETAILED CONDITIONS OF PARTICIPATION IN THE RESELLER PROGRAM
- 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.
- The Reseller is eligible to promote the Services (marketing activities) using their own promotional materials, under the following 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 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 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.
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.
- 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. 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 11. 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.