Eng
Pl
Log in
Contact us

NETHANSA REFERRAL PROGRAM TERMS AND CONDITIONS

I. General Provisions

These terms and conditions set out the terms and conditions of the referral program organized by Nethansa sp. z o.o. with its registered office in Gdańsk, Budynek Olivia Four, ul. Aleja Grunwaldzka 472B, 80-309 Gdańsk, entered into the Register of Entrepreneurs of the National Court Register under company number (KRS): 0000192382 andTax Identification Number (NIP): 7792126883 (“Nethansa”), under which Nethansa pays a commission-based renumeration to Partners for acquiring new Customers for Nethansa through the Partners’ own marketing activities (“Program”).

The Nethansa Referral Program Terms and Conditions are made available free of charge on the Nethansa website at: https://nethansa.com/referral-program-tc/. The content of the terms and conditions can be recorded by Partner by printing, saving on a medium, or downloading at any time from the website.

II. Definitions

  1. Nethansa Platform means collectively all separate elements that make up the software program licensed to the Customer for market analysis purposes for specific marketplace platforms (e.g., Amazon, Kaufland.de, Aliexpress, Alibaba, Rakuten, eBay, Allegro – “Marketplaces“) and for the automatic support of the Customer’s published sales offer and related sales decisions on such Marketplaces, offered by Nethansa under the name of Nethansa Platform, the API (Application Programming Interface), the graphical interfaces, and the related documentation, along with any subsequent updates and modifications thereof.
  2. Licence Agreement means the agreement between the Customer and Nethansa, the subject of which is the right to use Nethansa Platform by the Customer on the basis of the licence granted.
  3. Partner means a natural person, a legal entity or an organizational unit without legal personality but which is granted legal capacity under the law, conducting business activity on their own behalf, who registers for the Program.
  4. Customer means a natural person, a legal entity or an organizational unit without legal personality but which is granted legal capacity under the law, conducting business activity on their own behalf, who enters into a Licence Agreement with Nethansa in direct connection with their business activity and uses Nethansa Platform based on the licence granted by Nethansa.
  5. Subscription Fee means the fixed fee due to Nethansa from the Customer under the Licence Agreement based on rates specific to the licence version and/or individually agreed terms and conditions.  
  6. Terms and Conditions means these terms and conditions.

III. Program registration

  1. The registration process for the Program includes:
    a. entering by Partner its accurate and complete details required in the registration form;
    b. accepting the Terms and Conditions by Partner;
    c. confirming the Partner’s registration in the Program by Nethansa.
  2. Before joining the Program, Partner is obliged to read the Terms and Conditions.
  3. By joining the Program, Partner agrees to comply with these Terms and Conditions.
  4. In the case of a Partner being a legal entity or an organizational unit without legal personality but which is granted legal capacity under the law, a natural person acting on its behalf declares and guarantees that they are duly authorized to represent such legal entity or organizational unit and to incur obligations on its behalf under these Terms and Conditions.
  5. Partner bears full responsibility for the consequences of providing false, outdated, or incomplete details. Furthermore, Partner undertakes to update the details provided to Nethansa each time and bears full responsibility for the consequences of failing to do so. Providing false, outdated, or incomplete details may result in the refusal of registration or exclusion from the Program.
  6. The Partner’s registration in the Program is subject to and occurs upon confirmation by Nethansa via email of the Partner’s registration in the Program. For justified reasons, Nethansa reserves the right to refuse to register Partner in the Program.
  7. Partner shall cooperate with Nethansa under the Program as an independent entrepreneur in the course of its business. Nothing in these Terms and Conditions shall be interpreted in such a way as to lead to the formation of a joint venture, a partnership, the conclusion of an agency agreement or the creation of a relationship between the parties other than cooperation between two independent entities.

IV. Partner’s Obligations

  1. Partner agrees to undertake activities aimed at acquiring new Customers for Nethansa, in particular by carrying out joint marketing activities agreed upon with Nethansa. Partner is not authorized to enter into agreements or incur any obligations on behalf of or for Nethansa.
  2. Partner agrees to perform its obligations diligently, acting in good faith, to the best of its knowledge and with due regard to the good name and interests of Nethansa. Partner performs its obligations independently and at its own risk. Partner may perform the obligations with the assistance of its representatives (employees, contractors etc.), and in such cases, it is liable for their actions as if they were its own.
  3. Partner may seek to acquire details of a potential Customer in any manner that complies with applicable law. In particular, the following actions are not permitted:
    a. sending unsolicited commercial information electronically or making marketing phone calls if the recipient has not given its prior consent;
    b. unfair positioning of Nethansa’s advertising materials in search engines, including using prohibited positioning techniques such as link exchange systems (LES), using keywords unrelated to the content of the page, particularly in meta-tags;
    c. engaging in any other forms of unfair commercial practices.
  4. After Partner registers in the Program, Nethansa may assign referral links to Partner that redirect to the Nethansa’s website. These referral links contain unique data assigned solely to the specific Partner. This information is stored as a cookie on the computer of the visitor accessing the Nethansa’s website via the referral link. In order for the commission-based remuneration to be calculated correctly, cookies must be activated in the prospective Customer’s browser. The commission-based remuneration that cannot be properly identified will not be calculated and paid.
  5. If, as a result of verification of the Nethansa’s CRM database, it becomes apparent that the details of the potential Customer provided by Partner is already in the Nethansa’s database (i.e., a potential Customer with whom Nethansa has previously engaged in discussions or is currently or has been working with), Nethansa will promptly inform Partner via the Partner’s email address provided at the time of registration in the Program. In such cases, the potential Customer provided by Partner will not be deemed to have been acquired by Partner and Partner will not be entitled to the commission-based remuneration.
  6. Partner may also directly provide Nethansa with the details of a potential Customer via email or via other tools made available by Nethansa to Partner. In such cases, the following provisions apply:
    a.Partner must provide Nethansa with the details of the potential Customer that allows for unambiguous identification: a company name, VAT number and contact information including email address and phone number;
    b. if, as a result of verification of the Nethansa’s CRM database, it becomes apparent that the details of the potential Customer provided by Partner is already in the Nethansa’s database (i.e., a potential Customer with whom Nethansa has previously engaged in discussions or is currently or has been working with in the past), Nethansa will promptly inform Partner via the Partner’s email address provided at the time of registration in the Program. In such cases, the potential Customer provided by Partner will not be considered as acquired by Partner and Partner will not be entitled to the commission-based remuneration;
    c. if, as a result of verification of the Nethansa’s CRM database, it becomes apparent that the details of the potential Customer provided by Partner is not in the Nethansa’s database (i.e., the person/entity is not and has not been a Customer and no sales process has been initiated by Nethansa in respect of that person/entity), Nethansa will promptly inform Partner via the Partner’s email address provided at the time of registration in the Program together with a request to provide contact details of the potential Customer’s representative, including name, e-mail address or telephone number;
    d. the referral of the potential Customer by Partner shall be deemed to be effective provided that all the details indicated in points a and c of this Section have been provided to Nethansa;
    e. Partner and Nethansa act as separate data controllers when sharing personal data of a potential Customer and a potential Customer’s representative. Partner warrants that in each case it will have a valid legal basis for sharing the personal data of the potential Customer and the potential Customer’s representative
    with Nethansa and will be fully liable to the data subject and to Nethansa. Partner undertakes to indemnify Nethansa for any damage resulting from a breach
    of the obligation described in this paragraph.
  7. In all cases, a potential Customer will be deemed to have been acquired by Partner
    on condition that Nethansa enters into a Licence Agreement with such potential Customer as a result of the Partner’s actions no later than within 6 (six) months from the date of the potential Customer’s registration via the Partner’s referral link or from the receipt of an effective referral as described in Section 6.
  8. Partner agrees not to engage in actions that would lead to an increase in the commission-based payment and not to make changes to materials received from Nethansa that would significantly alter their content.
  9. Partner agrees not to register any trademarks, company/brand names or domain names identical or similar to those owned by Nethansa, especially those incorporating the terms “Clipperon” or “Nethansa.” In the event that Partner acquires any rights, title or interest in the aforementioned trademarks (or other intellectual property rights similar thereto), Partner shall, upon first demand by Nethansa,  transfer all such rights, titles and interests in the intellectual property in question to Nethansa. Partner shall bear all costs associated with enforcing trademark rights (or other exclusive rights) or transferring the domain to Nethansa.

V. Nethansa’s Obligations

Nethansa agrees to:

a. if possible, contact the potential Customer referred by Partner and assess the scale of its potential sales on Marketplaces;

b. provide Partner free of charge with advertising and promotional materials or other relevant documents necessary for fulfilling the Partner’s obligations;

c. pay the commission-based remuneration for Licence Agreements concluded with Customers acquired as a result of the Partner’s actions;

d. inform Partner of the conclusion of a Licence Agreement with the referred Customer and the receipt of the Subscription Fee paid by the Customer to Nethansa;

e. grant Partner, at the Nethansa’ own discretion, access to materials related to Nethansa’s products and services and/or conduct a presentation of Nethansa’s products and services to Partner.

VI. Remuneration

  1. Partner shall only be entitled to a commission-based  remuneration (“Remuneration“) for Customers acquired as a result of the Partner’s actions in accordance with Section IV. Except for the Remuneration specified below, Partner has no right to request any additional compensation, benefits or reimbursement of costs from Nethansa based on or related to the Program.
  2. The amount of the Remuneration is: 20% (twenty percent) of Nethansa’s net revenue from the Subscription Fees paid by the Customer to Nethansa. The Remuneration will be increased by the applicable VAT.
  3. Partner is not entitled to a commission-based remuneration from any other payments, including but not limited to success fee, made to Nethansa by the Customer for other purposes than those set forth above.
  4. Nethansa reserves the right, at any time and at its sole discretion, to change the amount of Subscription Fees and the commission rate due to Partner, with effect for future new Customers acquired by Partner. A change in the commission rate is effective upon and from the moment Nethansa informs Partner of such a change at the email address provided during the Program registration.
  5. In the event of non-payment of the Subscription Fee to Nethansa by the acquired Customer, no Remuneration is due. In the event of delayed payment of the Subscription Fee to Nethansa by the acquired Customer, Remuneration shall accrue as soon as the Subscription Fee from the Customer is credited to the Nethansa’s bank account.
  6. The Remuneration is due to Partner for an acquired Customer for a period of 12 (twelve) months starting from the day of the first paid Subscription Fee by the acquired Customer, provided that the Licence Agreement remains in force during this period and the acquired Customer continues to pay the Subscription Fees. The date of entitlement to receive the Remuneration is determined by the day the first Subscription Fee is paid by the acquired Customer.
  7. The Remuneration settlement period is a calendar month. Nethansa will verify the status of Subscription Fee payments by the acquired Customer on a date of its choice, once a month. The Remuneration will be calculated retrospectively for the given month, by the 15th (fifteenth) day of the following month, starting from the moment the Subscription Fee is paid by the acquired Customer. Nethansa will send Partner, to the email address provided during the Program registration, information about  the amount of  the Remuneration due for the settlement period, which will serve as the basis for Partner to issue an invoice, with a payment term of 21 (twenty-one) days, but no later than the 10th (tenth) day of the following month. The invoice will be sent to Nethansa via email to: faktury@nethansa.com.
  8. Nethansa may withhold the payment of the Remuneration due to Partner if it has reasonable suspicion that the Customer was acquired by Partner in violation of these Terms and Conditions or the law. Nethansa will seek to clarify these circumstances within 30 days. If it is confirmed that the Customer was acquired in violation of these Terms and Conditions or the law, the Remuneration will not be due, and Partner undertakes to return the paid Remuneration within 14 days and to make appropriate corrections to the issued VAT invoices to Nethansa.

VII. Competitive Activity

  1. During the term of the Partner’s participation in the Program, Partner shall not, directly or indirectly, engage in any competitive activity against Nethansa within the territory of the Republic of Poland or other EU countries, nor offer or advertise products or services of entities conducting competitive activities against Nethansa within the territory of the Republic of Poland or other EU countries, without prior written consent from Nethansa, under penalty of nullity. In the event that Partner engages in competitive activities against Nethansa or recommends, offers or advertises products or services of entities conducting competitive activities against Nethansa, this agreement may be terminated immediately by Nethansa.
  2. Competitive entities against Nethansa are understood to be those whose primary business activity involves providing analytical, advisory or support services related to the sale of products on Marketplaces.

VIII. Liability

  1. To the fullest extent permitted by law, Nethansa shall not be liable for any actions or omissions of Partner. Nethansa shall not be liable for any loss of profits or indirect damages.
  2. Neither party shall be liable for any failure or improper performance of obligations arising from events of force majeure.

IX. Term. Termination.

  1. The agreement for the Partner’s participation in the Program is concluded as of the moment specified in Section III (5) for an indefinite period.
  2. Each Party has the right to terminate the agreement with a one-month notice period.
  3. Each Party is entitled to terminate the agreement without notice period in the event of a material breach of the agreement by the other party, provided that the breaching party has been given prior notice to remedy the breach within an additional period of not less than 7 (seven) days and fails to do so, as well as in the case of extraordinary circumstances. Material breach of the agreement includes, in particular, gross failure to perform the Partner’s duties, actions by  Partner detrimental to Nethansa, violation of the non-competition clause or the dissemination of negative information by Partner about Nethansa or its offered services or products.
  4. Upon termination of the agreement, for whatever reason, Partner shall not be entitled to any Remuneration for the period following the termination of the agreement.
  5. A notice of termination must be in writing and should be sent to the parties’ email addresses to be valid and effective.

X. Personal Data

  1. Nethansa is the data controller for the personal data of a Partner who is a natural person. The data will be processed for the purpose of implementing the Program, fulfilling legal obligations imposed on Nethansa and achieving the objectives based on legitimate interests pursued by Nethansa (including direct marketing of Nethansa’s services and the establishment, assertion or defense of claims). In this regard, Partner has the right to access, rectify, request deletion or restriction of processing, data portability, object and lodge a complaint with the supervisory authority. More information about the purposes, principles of data processing by Nethansa and the rights available can be found on Nethansa’s website at https://www.nethansa.com/pl/ in the “Privacy Policy” section.
  2. .Nethansa is the data controller for the personal data of the Partner’s representatives (including the Partner’s employees who are contact persons or who execute the agreement on behalf of Partner). The data will be processed for the purposes of achieving legitimate interests pursued by Nethansa (including enabling the implementation of the Program, direct marketing of Nethansa’s services and establishing, asserting or defending claims). In this regard, the Partner’s representatives have the right to access, rectify, request deletion or restriction of processing, object and lodge a complaint with the supervisory authority. More information about the purposes, principles of data processing by Nethansa and the rights available can be found on Nethansa’s website at https://www.nethansa.com/pl/ in the “Privacy Policy” section.
  3. Partner agrees to promptly convey the content of the aforementioned information obligation clause to its representatives.

XI. Final Provisions

  1. Nethansa reserves the right to change the Terms and Conditions at any time. Changes to the Terms and Conditions are effective upon and with the moment of informing Partner of such changes at the email address provided during the Program registration, unless Nethansa specifies a different effective date for the changes. Nethansa ma prawo do zakończenia Programu w dowolnym momencie. O zakończeniu Programu Nethansa poinformuje Partnera na adres poczty elektronicznej podany przy rejestracji w Programie.
  2. Nethansa has the right to terminate the Program at any time. Nethansa will inform Partner of the Program’s termination at the email address provided during the Program registration.
  3. Changes to the Terms and Conditions or termination of the Program do not affect the Partner’s entitlement to the Remuneration for acquired Customers under
    the previous terms.
  4. Any notices, declarations, etc., related to the Partner’s participation in the Program, unless the Terms and Conditions expressly state otherwise, require written form and must be delivered electronically to the Parties’ email addresses, under the risk of being deemed ineffective. Each Party is obliged to promptly notify the other Party of any change in their email address, otherwise, any correspondence sent to the previous address will be considered correctly delivered.
  5. The Terms and Conditions and the agreement between the parties are governed by Polish law. Any disputes arising out of or related to the terms and conditions and the agreement will be settled by the court with the exclusive jurisdiction over the registration office of Nethansa.

Date: 31/07/2024

Formularz potwierdzający zapoznanie się z regulaminem