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Regulations

GENERAL TERMS OF CONTRACT FOR PARTNERS

1. DEFINITIONS

Whenever the following term is used in the General Terms of Contract, it shall be understood to mean:

      1. Business Day - any day from Monday to Friday, excluding public holidays in accordance with the Law;
      2. Partner Form - a form setting out the rates of Remuneration and optionally other provisions, agreed individually by the Partner and UNIPERKS, which is attached to the Partnership Contract;
      3. Student Account - the service provided by electronic means by UNIPERKS which consists of enabling the Student to access Offers and Coupons via the Platform;
      4. Partner Account - the service provided by electronic means by UNIPERKS, as defined in Article 5;
      5. Coupon - an alphanumeric string of characters consisting of letters of the Latin alphabet (i.e. without any diacritical marks) or digits, entitling the Student, upon presentation to the Partner, to use the Offer, and in the event that the Offer can be used using a link to the Partner's website, also the string of characters in that link allowing the use of the Offer;
      6. Premises - a place of business operated by the Partner (as well as any other entity operating under the Partner's brand or on its behalf, such as franchisees and agents) where it provides services or sells goods which are the subject of the Offer;
      7. Partner's Materials - the Partner's trademark (or, if more than one, all such trademarks) and any other works provided to UNIPERKS by the Partner, as defined by the Law, including works independently uploaded by the Partner on the Platform;
      8. UNIPERKS Materials - the UNIPERKS trademark and other UNIPERKS advertising materials provided to the Partner by UNIPERKS marked as these UNIPERKS Materials;
      9. Offer - an offer for a Student holding a Coupon to conclude a contract for the provision of services by the Partner or the purchase of goods from the Partner (i.e. any named or unnamed contract) with the Partner;
      10. Partner - a Commission Partner or a Subscription Partner, which is the business operator for which UNIPERKS provides the Services under the Partnership Contract;
      11. Platform - the web application available at UNIPERKS.pl and via a mobile application with the trade name "UNIPERKS" available for iOS and Android mobile devices, with the Services for Partners being provided exclusively via the web application;
      12. placement - granting a certain visibility to the Offers, i.e. determining the order in which they will be shown to the Student and the User and deciding whether they will be shown to them;
      13. publication - making the content publicly available to Platform Users or Students;
      14. Law - provisions of the law commonly in force on the territory of the Republic of Poland, and if the Partner conducts its activity outside the Republic of Poland, then - only to the extent to which the Partner is obliged to comply with them - provisions of the law commonly in force on that territory; in relation to the status of a student, the provisions of the law commonly in force concerning the university with which the Student's status is connected apply;
      15. Platform Page - a single view of the Platform presented to the User or Student, whereby this view may contain dynamic content;
      16. Platform Home Page - the Page displayed by default to the User and Student when they open the Platform's web application address and launch the Platform's mobile application, respectively;
      17. Student - a natural person who is a consumer and who has a Student Account and whose status has been verified in accordance with the General Terms of Contract for Students;
      18. Party - UNIPERKS or Partner, and in the plural - UNIPERKS and Partner combined;
      19. UNIPERKS - UNIPERKS P.S.A. with its registered office in Kielce, 6 Karola Olszewskiego St., 25-663 Kielce, registered in the commercial register held by the District Court in Kielce, X Economic Division of the National Court Register under KRS no. 0000996081, tax identification no. (NIP): 9592056340, REGON: 52337368000000, share capital: PLN 245,000.00;
      20. User - a natural person for whom UNIPERKS provides by electronic means a service of limited access to the Platform, who is not a Student and who uses the Platform.
      21. Purchase - the conclusion of a contract for the provision of services or the purchase of goods (i.e. any named or unnamed contract) by the Student with the Partner as a result of the Student's use of the Offer.

2. GENERAL PROVISIONS

      1. The General Terms of Contract constitute the template contract defining the content of the Partnership Contract. The Terms constitute the only document determining the content of the Partnership Contract. The Partner may not refer to UNIPERKS to any other model contract not originating from UNIPERKS, including regulations, general terms and conditions and other documents drawn up by the Partner. No such documents define the content of the Partnership Contract.
      2. The Partner's actions are understood to mean the actions of any natural person on its behalf, including employees and associates.
      3. The General Terms of Contract are announced on the Platform in a way that allows the Partner to store and reproduce them in the ordinary course of business.
      4. The annexes form an integral part of the General Terms of Contract:
      5. Detailed Terms of Contract for Subscription Partners - applicable to Subscription Partners;
      6. Detailed Terms of Contract for Commission Partners - applicable to Commission Partners.
      7. This part of the Terms is called the"General Terms".The annexes referred to in the preceding paragraph are called the"Detailed Terms".”.

3. CONCLUSION OF A PARTNERSHIP AGREEMENT

      1. The Partnership Contract is shaped by:
        • the Terms, including the relevant annex thereto, the Detailed Terms, depending on whether the Partner is a Subscription Partner or a Commission Partner; and
        • the Partner Form.
      2. The content of the Partnership Contract is governed by the Terms as they are in force within the meaning of the Terms on the date of its conclusion. If UNIPERKS has not yet made a declaration of intent to conclude a Partnership Contract and the Terms have been amended, the new Terms are binding, but the Partner must make a new declaration of intent to conclude a Partnership Contract. If it fails to do so, the Partnership Contract is not concluded.
      3. UNIPERKS decides whether the Partner will enter into the Partnership Contract as a Subscription Partner or a Commission Partner. This is noted on the Partner Form.
      4. The content of the Partner Form shall be agreed in the course of negotiations between UNIPERKS and the Partner.
      5. Neither the Terms nor the commercial information on the Platform constitute an offer within the meaning of the Law, and UNIPERKS retains the right to choose whether to conclude a Partnership Contract with a Partner. The conclusion of the Partnership Contract requires consensual statements by UNIPERKS and the Partner.
      6. In the case of a Subscription Partner, UNIPERKS may, instead of applying the Detailed Terms, enter into an individually negotiated contract with the Subscription Partner. The General Terms shall apply to such contract. In such case, the Parties may also include in this contract the content that should be included in the Partner Form. Such contract shall have priority equal to the Partner Form.

4. PARTNER ACCOUNT

      1. UNIPERKS sends the access data to the Partner's Account (login and password) to the Partner's e-mail address indicated in the Partner Form. The Partner is obliged, at the first login to the Partner's Account, to change the password.
      2. The Partner acknowledges that knowledge of the login and password for the Partner's Account allows anyone to access it. The Partner represents and warrants that the login and password for the Partner account will only be possessed by persons authorised by the Partner and that these persons will be duly appointed.
      3. UNIPERKS is unable to verify the authority of the persons having access to the Partner's account, and any actions taken by them shall have an effect on the Partner itself.

5. SCOPE OF THE SERVICES

  1. UNIPERKS shall provide to the Partner, for the Remuneration under the Partnership Contract, the Partner Account Service, which shall consist of:
    1. the storage of Partner data
      UNIPERKS stores the Partner's data on the Platform and provides the functionality of the Partner's Account with a login and password for the Partner's Account.
    2. making the Partner Profile available on the Platform;
      The Partner Profile is the Platform page on which the Partner's Materials and other content (including text, graphics and audiovisual content) provided by the Partner are published and which allows access to the Partner's Offers;
    3. the creation of Offers on behalf of the Partner and publication of the Offers on the Platform;
      Offers are published:
      1. on the Partner Profile,
        Students and Users can search among the Partner's Offers, as well as filter and sort them, which causes Offers that do not meet the filter criteria to be hidden (or, respectively, moved lower in the order).

        UNIPERKS does not guarantee that a User or a Student will see a particular Partner's Offer, as this depends on the search terms used, the filters and sorting method applied, as well as the number of other Offers matching the criteria used by the User or the Student and the placement results, with only the Offers of a particular Partner being published on the Partner's profile.
      2. in the search engine made available to Users and Students on the Platform
        Students and Users can search for Offers using a text search engine, as well as filter (in particular with respect to the category to which the Offer has been classified by UNIPERKS) and sort the Offers displayed, which results in hiding (or, respectively, moving lower in the order) of Offers which do not meet the filter criteria (or, respectively, ranking lower with respect to the adopted sorting criterion).

        UNIPERKS does not guarantee that a User or a Student will see a particular Partner's Offer, as this depends on the search terms used by them, the filters and sorting method applied, as well as the number of other Offers matching the criteria used by the User or the Student and the placement results. All Partners' Offers are published in the search engine.

      3. on the Platform Home Page and other Platform Pages selected by UNIPERKS, e.g., it is concerning specific Offers categories.
        UNIPERKS does not guarantee that a particular Partner Offer will be displayed on such Page. Offers are subject to placement. UNIPERKS decides which Offers and which Partners' Offers will be published on the Platform Home Page and other Platform Pages.
    4. Making coupons available to Students
      UNIPERKS shall make Coupons available to Students for Offers provided by the Partner. The specific rules for making Coupons available depend on the type of Offer in question, as set out in Article 6.
    5. making the statistics module available to the Partner
      UNIPERKS provides the Partner on the Platform with selected statistical data on the Partner's Profile and individual Partner Offers, such as the number of their views on the Platform.
    6. communicating with UNIPERKS.
      UNIPERKS enables the Partner to receive messages from UNIPERKS, which are stored in the inbox of the Partner Account.
  2. UNIPERKS does not guarantee the availability of the Platform on any specific date. UNIPERKS is not liable for the unavailability of the Platform, including due to faults, except intentional fault. UNIPERKS makes the Platform available using the services of third parties (IT service providers, in particular, hosting services) and is not liable for the unavailability of the Platform due to the actions of such parties. UNIPERKS will make efforts to reduce the time of unavailability of the Platform only to the extent necessary to remove its causes.
  • The Service referred to in this Article constitutes a service provided by electronic means within the meaning of the Law. The Terms constitute the terms for the provision of services by electronic means within the meaning of the Law and supplement the Terms and Conditions of the Platform in this respect.
  • To use the Service, the Partner must meet the following requirements:
  • have access to an e-mail box;
  • use a working electronic device equipped with a screen (including a touchscreen) and input devices (such as a keyboard and mouse, trackpad or touchscreen) that supports the Microsoft Edge, Google Chrome, Apple Safari or Mozilla Firefox web browser in its latest version (the Web Application may run on older versions of the web browser, but UNIPERKS is unable to ensure this);
  • provide a stable connection of the device referred to in point 1 to the Internet with a data transfer speed which allows downloading audiovisual and graphic content;
  • activate cookies and scripting in the web browser referred to in point 1.
  • The Partner may not provide any content on the Platform that is unlawful or contrary to the requirements for Offers outlined in Article 6.8. This applies to all content, including published and unpublished content on the Platform, in particular Offers and content published on the Partner's Profile. This also applies to content contained on websites to which the Partner links on the Platform.
  • UNIPERKS may make modifications to the functionalities and interface of the Platform.
  • UNIPERKS may disable access to the Platform temporarily:
    • due to maintenance work, including to update and repair errors - UNIPERKS will, where possible, give prior notice of the planned maintenance work;
    • for other compelling reasons, in particular in the event of a threat to the interests of UNIPERKS, including the detection of a computer attack or other threat to the security of the Platform, and where it is necessary to prevent a breach of the security of the Platform.
    • UNIPERKS will limit the period during which access to the Platform is not possible only to the time necessary for the removal of the causes of such state.
  • In order to ensure the security of the Partner Account, UNIPERKS may require a Confirmation by the Partner for the use of certain features of the Partner Account. UNIPERKS shall send a message to the Partner's e-mail address indicated in the Partner Form with a confirmation link, which the Partner must activate during its validity period ("Confirmation"). If the Partner is unable to complete the Confirmation for any reason (e.g. due to loss of access to the e-mail address used for the Confirmation), the Partner shall immediately contact UNIPERKS and notify it of this.
  • UNIPERKS may, in the course of the performance of the Partnership Contract, send to the e-mail addresses indicated by the Partner in the Partner Form the messages necessary for the technical operation of the Partner's Account, including to perform the Confirmation by the preceding paragraph, as well as to inform the Partner about important events concerning the security of the Partner's Account and the continuity of the provision of the Services by UNIPERKS (e.g. information about suspicious activity on the Partner's Account). UNIPERKS indicates that these messages are not marketing content or commercial information, but are technical and are necessary for the due performance of the Partnership Contract by UNIPERKS.

6. OFFER CREATION

  • UNIPERKS enables the Partner to create Offers, in particular:
  • regular Offers - available to each Student and unlimited in number, valid for the period indicated by the Partner or until deactivated, in which case a single Coupon is created;
  • limited Offers - available to each Student, but may only be used several times (in total) as specified by the Partner, valid for the period specified by the Partner or until deactivated; it is also possible to stipulate that one Student may not access more Coupons than the number specified by the Partner, in which case as many Coupons are created as the number of times the Offer may be used.
  • UNIPERKS shall promptly create an Offer based on the Offer submission provided by UNIPERKS, sent by the Partner to UNIPERKS via the Partner Account. The Partner is obliged to attach to this submission a summary of Coupons drawn up on the template provided by UNIPERKS in spreadsheet format. If the Coupon forms part of a link to the Partner's website, the Partner shall attach that link.
  • The Partner creates Coupons on its own and is responsible for their uniqueness. Coupons may be subject to restrictions on the number of characters allowed for technical reasons, as determined by UNIPERKS.
  • The Partner may indicate in the Offer any additional conditions (other than being a Student) that are required to be met to use the Offer. Any such conditions must be included in the Offer, in the designated space. Other additional conditions are not binding.
  • Each Offer shall be subject to acceptance on the part of UNIPERKS for compliance with the Terms. Acceptance shall take place immediately. Until acceptance, the Offer is not subject to publication on the Platform. UNIPERKS shall justify its refusal to accept the Offer.
  • The Partner decides to activate the Offer, which results in its publication. The Partner may deactivate the Offer at any time. If the Partner has indicated a validity period for the Offer or the Offer is of a limited nature, the Offer will automatically deactivate once the validity period has expired or the Coupons have been used.
  • The deactivation of the Offer shall terminate its publication.
  • The Partner may not create Offers:
  • containing content that violates the Law (in particular, content concerning the purchase of services or goods contrary to the Law, as well as goods and services whose advertising or promotion is prohibited or requires the fulfillment of conditions that the Partner has not met), including content that violates the rights or personal interests of others, violates consumer rights, the provisions of the Act on Competition and Consumer Protection or constitutes an act of unfair competition;
  • containing discriminatory or hateful content - on any grounds, e.g. race, ethnicity, nationality, or gender;
  • which are contrary to good morals or which contain content that may be detrimental to the good name, reputation or image of UNIPERKS, in particular: vulgar, erotic or pornographic content;
  • that may mislead the Student;
  • not addressed to the Student, as well as those in which the Student has not acted as a consumer when making a purchase, in particular those relating to the provision of work or services to the Partner or which involve the purchase of goods from the Student, and other content which does not meet the definition of an Offer.
  • UNIPERKS may at any time deactivate and terminate the publication of an Offer that violates the Terms or the Law, even if it has previously been accepted. UNIPERKS's acceptance of the Offer does not affect UNIPERKS's ability to claim that the Partner is in breach of the Terms.
  • The Partner may also amend the Offer. The provisions on the creation of the Offer shall apply mutatis mutandis to the amendment of the Offer.
  • The Partner acknowledges and confirms that:
  • 1) UNIPERKS shall not be liable for the Partner's due performance of its obligations arising from the Purchase;
  • 2) UNIPERKS is not an agent of the Partner or an intermediary between the Student and the Partner;
  • 3) UNIPERKS does not act as an intermediary for or enter into contracts with Students on behalf of the Partner;
  • 4) UNIPERKS does not provide any service whereby it would enable Students to conclude distance contracts with Partners, in particular it does not offer the service of an online trading platform within the meaning of the Law, and any Purchases constituting the conclusion of a distance contract are made by the Student on the Partner's website or through other methods of distance communication managed by the Partner;
  • 5) UNIPERKS does not guarantee to the Partner that the Student will perform their respective obligations, nor does UNIPERKS guarantee to the Student that the Partner will perform their respective obligations;
  • 6) UNIPERKS will not accept complaints regarding the Purchase, provide information to the Student regarding the Partner and its obligations, or handle disputes between the Partner and the Student;
  • 7) The Partner is solely responsible for the proper performance of its obligations arising from the Purchase.
  • The Partner may not present UNIPERKS as if it had the characteristics or incurred the obligations set out in the preceding paragraph.
  • The Partner may create Offers which have as their object the conclusion by the Student of a contract for the provision of services or the purchase of goods (i.e. any named or unnamed contract) with an entity affiliated with the Partner. In such a case, the Partner is liable for all acts and omissions of that entity as if they were its own. In particular, it shall be liable for the refusal of the Purchase by this third party as if it were the Partner.
  • UNIPERKS shall not incur any obligations towards the entities referred to in the preceding paragraph. The Partnership Contract is not a contract for the benefit of a third party.
  • Offers are subject to placement, which is based on the sorting and filtering parameters set by the Student or User as set out in Article 5, the search terms searched for by the Student, the content of the Offer (e.g. title, description, parameters, date added, category), as well as data about the Student such as, their interests, interactions with the Platform and personal data about their location and university. UNIPERKS has chosen these criteria because it wants to ensure that the Offers are as relevant as possible to the needs of the Student and the User, while at the same time increasing the chances of the Partner reaching a Student who may be interested in the Offer.

7. USE OF OFFERS BY STUDENTS

7.1. Obligation to honour Offers

  1. The Partner is obliged to allow the Student to make the purchase as long as the Student has met the requirements under the Partnership Contract. The Partner may not refuse to allow the Student to make a Purchase unless directed to do so by Law.
  1. The Partner verifies the correctness of the Coupon on its own. UNIPERKS does not enable the Partner to verify the Coupons. The Partner shall keep for its own use a statement of the Coupons provided to UNIPERKS for the purpose of verifying the correctness of the Coupons and noting the Coupons used.
7.2. Verification of Student Status:
  1. The Partner acknowledges that UNIPERKS enables it to create Offers for Students (as defined in the Terms) and the Partner undertakes to enable Students to take advantage of them.
  1. UNIPERKS is unable to guarantee to the Partner that the Student remains a student within the meaning of the Law.
  1. In particular, UNIPERKS indicates that:
  • verification that the Student is a student by the General Terms of Contract for Students takes place at intervals not exceeding 12 months;
  • the verification may give a positive result, even though the Student is not a student as defined by the Law (e.g. when the Student uses an e-mail address on the University's domain, although they have already lost this status);
  • a negative verification results in the Student being prevented from viewing the Coupons on the Platform until the verification is positive.
  1. The Student may therefore not be a student within the meaning of the Law at the time of taking up the Offer, and the content of the Partnership Contract is neither an obligation nor a guarantee by UNIPERKS that the Student has student status within the meaning of the Law. The Partner accepts that the Partner creates the Offers and enables Students within the meaning of the Terms to take advantage of the Offers.

8. PAYMENT OF REMUNERATION

  • UNIPERKS's Remuneration shall be determined by the applicable Detailed Terms.
  • UNIPERKS's Remuneration is set net and increased by the value-added tax due.
  • UNIPERKS's Remuneration is payable within 30 days of receipt of the invoice by the Partner to the account indicated on the invoice.
  • The Partner agrees to be served electronic invoices.

 

9. PARTNER'S COPYRIGHT AND INDUSTRIAL PROPERTY RIGHTS

9.1. Scope of the Licence
  1. The partner does not transfer any copyrights to UNIPERKS.
  1. The Partner grants UNIPERKS, for the duration of the Partnership Contract, subject to the provisions of paragraph 8, a non-exclusive, territorially unlimited, and royalty-free Licence to the Partner's Materials in the fields of exploitation specified in paragraph 3.
  1. The Partner grants UNIPERKS the Licence for the following fields of use:
  • fixation and reproduction by printing, reprography, magnetic recording and digital method (including computer memory, CD, "data cloud", portable memory);
  • making available to a freely chosen catalog of recipients in any form and by any means;
  • public performance, exhibition, display, reproduction, broadcasting and re-broadcasting, as well as making the work available to the public in such a way that everyone can access it from a place and at a time of their choosing, including dissemination in an online system in a manner that enables reception by interested network end users (in particular on the Platform), as well as through the use of indoor and outdoor advertising media (indoor and outdoor) and the use of flyers, in print, radio, television and similar advertising;
  • entering into computer memory and proprietary systems or databases,
  • uploading in whole or in part onto the Internet in a way that enables reception by the user concerned, including the storing of material in RAM.
  1. UNIPERKS shall be entitled to develop the Partner's Materials without the Partner's additional consent, including the incorporation of the Partner's Materials into other works.
  1. The Licence granted by the Partner to UNIPERKS is necessary for the proper performance of the Contract by UNIPERKS. The Licence is granted to UNIPERKS based on the provisions of the copyright Law and, to the extent that the Partner's Materials are subject to industrial property rights, in particular trademark protection rights, also based on the provisions of the industrial property Law.
  1. UNIPERKS may grant a further license (sub-license) to third parties providing marketing and public relations services to the extent necessary for these parties to provide services to UNIPERKS, but this may only be done free of charge.
  1. The scope of the Licence shall, in case of doubt, be interpreted extensively, on the understanding that the purpose of the Licence is to enable UNIPERKS to duly perform the Partnership Contract and to publicly communicate the performance of the Partnership Contract to the Partner.
  1. The Licence granted to UNIPERKS under this Article shall expire one month after the termination of the Partnership Contract for whatever reason.
  1. UNIPERKS may require the Partner to transfer to it the Partner's trademarks in the form necessary for the execution of the Licence.
9.2. Partner's warranties and undertakings concerning Partner's Materials
  1. The Partner represents and warrants that the Partner is entitled to grant a License to UNIPERKS and that the Partner Materials do not infringe the rights of third parties. The Partner shall be liable to UNIPERKS for any infringement of third-party rights as a result of the use of the Partner's Materials within the limits of the Licence granted to the Partner.
  1. 2. The Partner indemnifies UNIPERKS against any damages, losses, liabilities, costs, expenses, fees, claims, litigation, and proceedings arising from UNIPERKS's use of Partner's Materials to which the Partner had no relevant rights. If third parties make claims against UNIPERKS based on UNIPERKS's use of Partner's Materials, the Partner shall be obliged to actively defend UNIPERKS at its own cost and risk against the claims made (including participating in any court proceedings on UNIPERKS's side) and to reimburse UNIPERKS's documented costs of defending against the claims and any other expenses incurred in connection with such claims and, if the defense is unsuccessful, to indemnify UNIPERKS and settle such claims on UNIPERKS's behalf. These provisions shall continue to apply after the termination of the Partnership Contract.

10. COPYRIGHT AND INDUSTRIAL PROPERTY RIGHTS OF UNIPERKS

10.1. Scope of the Licence
  1. UNIPERKS does not transfer any copyrights to the Partner.
  1. UNIPERKS grants to the Partner, for the duration of the Partnership Contract, a non-exclusive, territorially unlimited and royalty-free Licence to UNIPERKS Materials in the fields of exploitation specified in paragraph 3.
  1. UNIPERKS grants the Partner a Licence for the following fields of use:
    • fixation and reproduction by printing, reprography, magnetic recording and digital method (including computer memory, CD, "data cloud", portable memory);
    • making available to a freely chosen catalog of recipients in any form and by any means;
    • public performance, exhibition, display, reproduction, broadcasting and re-broadcasting, as well as making the work available to the public in such a way that everyone can access it from a place and at a time individually chosen by them, including online distribution in a manner that enables reception by interested network end users, as well as through the use of indoor and outdoor advertising media (indoor and outdoor) and the use of flyers, in press, radio, television and other similar advertisements;
    • entering into computer memory and proprietary systems or databases,
    • uploading in whole or in part onto the Internet in a way that enables reception by the user concerned, including the storing of material in RAM.
  • The UNIPERKS Licence is granted based on the provisions of the copyright Law and, to the extent that UNIPERKS Materials are subject to industrial property rights, in particular trademark protection rights, also based on the provisions of the industrial property Law.
  • The Partner may grant further licenses (sub-licenses) to third-party marketing and public relations service providers to the extent necessary for the provision of services by such third-party service providers to the Partner, but this may only be done free of charge.
  • The Partner may require UNIPERKS to transfer to it the UNIPERKS trademark in the form necessary for the execution of the Licence.
10.2. Warranties and commitments of UNIPERKS in respect of UNIPERKS Materials
  1. UNIPERKS represents and warrants that it is entitled to grant a Licence to the Partner and that the UNIPERKS Materials do not infringe the rights of third parties. UNIPERKS shall be liable to Partner for any infringement of third-party rights as a result of the use of UNIPERKS Materials within the limits of the Licence granted to UNIPERKS.
  1. UNIPERKS shall indemnify and hold Partner harmless from and against any damages, losses, liabilities, costs, expenses, fees, claims, litigation, and proceedings arising from Partner's use of UNIPERKS Materials to which UNIPERKS had no relevant rights. If third parties make claims against the Partner based on the Partner's use of UNIPERKS Materials, UNIPERKS shall be obliged to actively defend the Partner at its own cost and risk against the claims made (including participation in any court proceedings on the Partner's side) and to reimburse the Partner's documented costs of defending against the claims and any other expenses incurred in connection with such claims and, if the defence is unsuccessful, to indemnify the Partner and settle such claims on the Partner's behalf. These provisions shall continue to apply after termination of the Partnership Contract.

11. CONTINUATION AND BREACH OF CONTRACT

  • The Partnership Contract may be concluded either for a fixed term - in the case of a Subscription Partner - or for an indefinite term - in the case of a Commission Partner.
  • UNIPERKS may terminate the Partnership Contract with immediate effect in the following cases:
  • if UNIPERKS becomes aware that the Partner is conducting its business in violation of the law, in a manner detrimental to the interests of consumers or otherwise contrary to the principles of social co-existence - after requesting the Partner to cease infringements and remove their effects within 7 days of delivery if this period has passed and the Partner has not fulfilled the request;
  • if, due to the Partner's actions, the continuation of the Partnership Contract jeopardizes the good name of UNIPERKS - after the Partner has been requested to cease these actions and remove their consequences within 7 days of delivery of the request if this period has passed and the Partner has not fulfilled the request;
  • if the Partner's warranties contained in Article 9(2)(1) prove to be untrue (in particular if a third party makes claims against UNIPERKS);
  • in the event of a gross breach of the Partnership Contract, after a request to cease and remedy the breach within 7 days of delivery of the request, if this period has passed and the Partner has not fulfilled the request (except if the breach is irreparable), including, in particular, a breach of Article 5(5), Article 6(8) and (12) and Article 7(1).
  • If the Partner fails to pay UNIPERKS the Remuneration despite the expiry of 30 days from the due date, after a request for payment within 7 days of receipt of the request and the expiry of this period without effect;
  • when the Partner interferes or attempts to interfere in an unauthorised manner with:
  1. the infrastructure used by UNIPERKS to provide and operate the Platform (including by attempting to gain unauthorized access to the infrastructure and attempting to prevent access to it); or
  2. Platform software (including the unauthorised reading, addition, modification and deletion of Platform code); or
  3. data stored on the Platform (including reading, adding, changing and deleting data stored on the Platform)

- in particular, to undertake any type of computer attack.

  • On the grounds set out in paragraph 2, UNIPERKS may terminate the Partnership Contract within 60 days of such grounds arising.
  • In the event of non-payment of the Remuneration to UNIPERKS, UNIPERKS shall have the right to withhold the Services until the due Remuneration has been paid. Including, in particular, UNIPERKS may cease to publish the Partner's Profile and Offers on the Platform.
  • In the event of the formulation of a request to cease and remedy infringements, UNIPERKS shall be entitled to immediately suspend the provision of the Services, in particular, UNIPERKS may cease publication of the Partner's Profile and Offers on the Platform and prevent access to the Partner's Account, for the period of this request until the request is complied with or the set deadline expires without effect, if this is necessary to ensure the security of the infrastructure, software and data stored on the Platform, or if this is necessary to protect the good name or rights of UNIPERKS. This shall not constitute a breach of the Partnership Contract.
  • The Partner may terminate the Partnership Contract with immediate effect in the event of a gross breach of the Partnership Contract by UNIPERKS, after requesting UNIPERKS to remedy the breaches within 7 days of delivery of the request, if this period has passed and the Partner has not fulfilled the request.
  • Additional grounds for termination of the Partnership Contract may be set out in the Detailed Terms.

12. AMENDMENT OF THE TERMS AND THE PARTNERSHIP CONTRACT

12.1. Amendment of the Terms
  1. UNIPERKS has the right to amend the Terms at any time.
  1. An amendment to the Terms shall take effect from the date on which the amended Terms are published on the Platform unless UNIPERKS has decided otherwise.
12.2. Form of amendment of the Partnership Contract
  1. Any amendments to the Partnership Contract (other than those arising from an amendment to the Terms) must be made in documentary form on pain of nullity.
12.3. Amendment of the Partnership Contract as a result of an amendment of the Terms
  1. An amendment to the Terms shall be effective for all applicable Partnership Contracts.
  1. UNIPERKS shall serve the amended Terms on the Partner. The Partner may terminate the Partnership Contract within 15 days from the date of delivery of the amended Terms to the Partner. The termination of the Partnership Contract shall take place at the end of this period. This time limit does not apply if the amendment of the Terms results from:
  • UNIPERKS being subject to an obligation under the Law or an order of a public authority under which it is obliged to amend the Terms in a way that makes it impossible to meet this time limit;
  • the need to exceptionally amend the Terms to address an unforeseen and imminent threat to protect the Services, consumers or Partners from fraud, malware, spam, data breaches or other cyber security threats.
  1. The amendment to the Terms shall take effect concerning the Partnership Contract after the expiry of the period during which the Partner may terminate the Contract if the Partner has not terminated it.
  1. UNIPERKS shall only serve amended Terms on the Partner if their content shapes the Partnership Contract, i.e. UNIPERKS shall not serve amended Terms on the Partner where only the Detailed Terms are changed and they do not apply to the Partner.
  1. Delivery of the Terms may be effected, in particular, via the Platform in a manner that allows them to be saved permanently.
12.4. Amendment of the Partnership Contract other than amendment of the Terms
  1. The Parties may amend the Partnership Contract by concluding an Amendment.
  1. The Amendment may amend, in particular, the Partner Form.
  1. The content of the Amendment shall be determined by the Parties in the course of negotiations.

13. PRECEDENCE

  • The precedence of the provisions of the Partnership Contract is established as follows:
    • Partner Form and Amendment;
    • the Partner-specific Detailed Terms;
    • the General Terms.
  • In the event of a conflict between the individual provisions, the provision with the higher priority shall apply.

14. ASSIGNMENT, LIABILITY

  • The Partner may not assign the rights or obligations under the Partnership Contract to a third party without the prior written consent of UNIPERKS under pain of nullity.
  • The liability of a Party for any damage caused to the other Party as a result of improper performance of an obligation and non-performance of an obligation arising from the Partnership Contract, as well as from any other legal grounds, shall be limited to the amount of UNIPERKS's Remuneration due to it in the last 12 months preceding the month in which the claim for repair of such damage arose, and if the Remuneration was due to UNIPERKS for a smaller number of months, the arithmetic average of these months shall be calculated and taken as the amount of the Remuneration in the remaining months. This limitation does not apply to liability under the provisions of Articles 9(2) and 10(2).
  • Liability for lost profits is excluded. A Party shall only be liable for actual damage caused to the other Party, irrespective of the legal basis for liability.
  • UNIPERKS is not liable for any damages which:
    • resulted from UNIPERKS's compliance with the Partner's instructions, or to which such compliance has contributed;
    • resulted from erroneous information provided to UNIPERKS by the Partner, in particular, if the Partner has entered it independently on the Platform;
    • resulted from an unauthorized person gaining access to the Partner's Account, if this has occurred for reasons beyond the control of UNIPERKS;
    • resulted from acts carried out outside the scope of authorization by the person having access to the Partner's Account;
    • which resulted from the unavailability of the Platform.
  • UNIPERKS's liability shall be excluded to the fullest extent allowed by Law, to the exclusion of intentional fault.

15. PERSONAL DATA

  • UNIPERKS and Partner are independent controllers of personal data. They assist each other in fulfilling the information obligation set out in the Law.
  • If the Parties transfer personal data to each other by way of entrustment, they will enter into an appropriate contract as required by Law. There is no entrustment of personal data under the Partnership Contract.

16. FORCE MAJEURE

  • Failure of either Party to perform its obligations due to Force Majeure after the conclusion of the Partnership Contract will not constitute a breach of the Contract. However, this shall not apply to the payment of the Remuneration.
  • Force Majeure shall be understood as any event beyond the control of the Parties which cannot reasonably be prevented and which impedes or prevents the performance of the Contract, including:
    • natural disasters such as floods, hurricanes, torrential rain, snow blizzards, extraordinary cold and heat, epidemics;
    • wars, whether declared or not, invasions, armed actions, irregular actions, civil wars, revolutions, rebellions, insurrections, mobilizations, actions of the public administration or the army, including any restrictions arising from the imposition of a state of emergency, upheavals, disturbances, riots, terrorist attacks, sabotage or other serious threats,
    • cyber-attacks and widespread IT infrastructure failures;
    • nuclear or chemical contamination;
    • boycotts, sanctions and embargoes;
    • strikes and lockouts.
  • A Party is obliged to notify the other Party of the occurrence of Force Majeure immediately, but no later than 7 days from the date of its occurrence. The notification shall indicate the Force Majeure, the anticipated impact on the performance of the Contract and the anticipated duration of the Force Majeure, if assessable. The Party shall notify the cessation of the Force Majeure within 7 days of its cessation.
  • If the state of Force Majeure preventing the performance of the Contract continues for three months, either Party may terminate the Contract immediately until the Force Majeure ends.

17. PARTIES' REPRESENTATIVES

  • In the Partner Form, the Parties shall indicate the details of their representatives who are authorized to make all declarations of will and knowledge on their behalf in the performance of the Partnership Contract.
  • However, the representatives of the Parties are not entitled to amend the Partnership Contract or to abolish it.
  • A change in the details of the Parties' representatives does not constitute an amendment to the Partnership Contract and is possible by notice to the other Party.
  • The notifications and deliveries referred to in Article 19 may also be made on the Party's representative.

18. CONFIDENTIALITY

  • Confidential information of a Party ("the transmitting Party") provided to the other Party ("the receiving Party") shall, notwithstanding the protection under the business secrets Law, be protected under this Article.
  • "Confidential Information" means the following information provided to the receiving Party by the transmitting Party:
    • information, documents and other materials covered by business secrecy within the meaning of the Law;
    • any other information, including technical, technological, financial, operational, business and commercial information, disclosed to the receiving Party by the transmitting Party and its officers, employees and associates, and persons acting on behalf of the transmitting Party, including its advisors; and
    • the content of the Partnership Contract excluding the Terms, i.e. the Partner Form and the Amendment Annexes and the contract entered into instead of the Detailed Terms (including in particular the terms of payment of the Remuneration to UNIPERKS) and all information learned in the course of negotiating the Partnership Contract and any amendments thereto, whether or not recorded, as well as all documentation relating to the amount and reasonableness of UNIPERKS's Remuneration.
  • Any Confidential Information communicated by the transmitting Party to the receiving Party shall be marked as Confidential Information - except the information referred to in paragraph 2(3). In the absence of such marking, the information shall be deemed not to be Confidential Information.
  • In particular, content published by the Partner or by UNIPERKS on behalf of the Partner on the Platform does not constitute Confidential Information.
  • The parties unconditionally undertake:
    • not use the other Party's Confidential Information for any purpose other than the performance of the Contract;
    • not to disclose the Confidential Information to any third party in any form or to any extent;
    • to ensure the security of any Confidential Information and protect it from theft, damage, loss, disclosure and unauthorized access.
  • The obligation of confidentiality shall continue for the duration of the Contract and for 10 years thereafter.
  • Disclosure of Confidential Information to a third party shall only be permitted with the prior written consent of the transmitting Party and under the terms and conditions specified by it in such consent. The transmitting Party may refuse consent without any justification. The receiving Party may disclose Confidential Information under the Contract itself to its legal advisors, technology advisors and subcontractors engaged in the performance of the Contract, but only under the following conditions:
  • such persons shall be bound, before disclosure, by an obligation of confidentiality no narrower than that which arises from the Contract, unless they are already subject to legal professional secrecy, such as legal professional privilege;
  • Confidential information will only be provided to the extent and to such persons that such information is necessary for a Party to perform the Contract or to defend or assert its rights (need-to-know).
  • Apart from the case indicated in the preceding paragraph, the receiving Party may disclose Confidential Information only if such obligation arises from a Law or a decision of a competent authority. However, a condition for such disclosure will be:
    • a prior notice to the transmitting Party, indicating the extent of the Confidential Information disclosed and the applicable Laws and enclosing a copy of the decision of the competent authority, unless this would be contrary to the Law;
    • any action permitted by Law to limit the scope of disclosure of the Confidential Information, including challenging this decision with the competent authority;
    • insofar as the transmitting Party is entitled to do so, not to oppose its participation in, and to support the claims made in, proceedings to disclose Confidential Information or to hear an appeal against a decision of a competent authority ordering it.
  • The receiving Party undertakes to take at least the same precautions and safeguards concerning the Confidential Information as it takes concerning its Confidential Information, and in particular, undertakes to store the Confidential Information in a secure environment and undertakes not to duplicate or otherwise record or disseminate the Confidential Information or any part thereof, without prejudice to its obligation to protect such Confidential Information with due professional care if such measures would not correspond to such care.
  • In the event of a breach of any provision of the Partnership Contract about confidentiality by the receiving Party, it will be obliged to pay to the transmitting Party a contractual penalty for PLN 100,000.00 (in words: one hundred thousand zlotys) for each breach within 7 days from the date of a call for payment. The transmitting Party shall be entitled to claim damages over the contractual penalty.

19. NOTICES

  • All notices and deliveries, including declarations of will and knowledge, may be made by the Parties in documentary form to the following e-mail addresses:
      • UNIPERKS: sales@UNIPERKS.pl
      • Partner: the address indicated on the Partner Form.
  • UNIPERKS may make all notices and deliveries, in particular the delivery of amended Terms, also by means of the Platform.
  • Service of the Notice shall be made at the time when the Party could have been aware of it, provided that, if such time is outside the hours of 8:00 a.m. to 5:00 p.m. on Business Days, service shall be made on the first Business Day at 8:00 a.m.
  • Either Party may change the address indicated in paragraph 1 only by giving prior notice to the other Party. Notices and deliveries made to an outdated address as a result of a Party's failure to comply with this obligation shall be effective.
  • These provisions are without prejudice to the provisions of the Terms concerning the form of legal actions.

20. COMPLAINTS

  • If the Partner considers that UNIPERKS is providing the Service improperly, the Partner may complain. The complaint should contain a detailed description of the facts (including why the Service is being provided improperly and, if this is due to errors in the Platform, indicate the steps that lead to the errors) and the Partner's demands.
  • The Partner is obliged to cooperate with UNIPERKS to clarify the circumstances leading to the Platform errors that are the subject of the complaint.
  • A complaint shall be submitted to the address indicated in Article 19.
  • UNIPERKS will respond to the complaint within 30 days of receipt. If the facts that are the subject of the complaint are complicated, UNIPERKS may extend the time limit for responding to the complaint by sending a notice to the Partner before the expiry of the original time limit.
  • About Partners to whom the provisions of Chapter 5 of the Consumer Rights Act of 30 May 2014 apply, UNIPERKS shall be responsible for the compliance of the Services with the Partnership Contract under Article 43k et seq. of that Act.

21. ACCESS TO DATA

  • UNIPERKS has access to the data provided by the Partner in the content of the Offer and published on the Partner's Profile, as well as access to the data, including personal data, of the Student - including their data (including their university), interests, the Coupons they have accessed and their interaction with the Platform. Personal data may be transferred to third parties by the content of the relevant privacy policies, and only the data subject may exercise their rights. Other data is not transmitted to third parties.
  • The Partner has access to the data concerning it that it has provided to UNIPERKS, via the Partner Account and the data published on the Partner Profile. The Partner also has access to statistical data in aggregate form concerning its Offers and Coupons.
  • Upon termination of the Partnership Contract, the Partner will not have access to any data transmitted or generated on the Platform.

22. FINAL PROVISIONS

  • If the Terms entitle or oblige a Party to act within a certain period of time and the end of that period falls on a day other than a Business Day, the period shall expire on the first Business Day after that day. This does not apply to the deadline for payment of the Remuneration.
  • These Terms, and consequently the Partnership Contract, shall be governed by the laws of the Republic of Poland. The application of the United Nations Convention on Contracts for the International Sale of Goods, done in Vienna on 11 April 1980, is expressly excluded
  • Any disputes arising out of or in connection with the Partnership Contract shall be settled by the court having jurisdiction over the registered office of UNIPERKS.

INFORMATION ON THE RIGHT OF WITHDRAWAL FROM THE PARTNERSHIP CONTRACT

APPLIES ONLY TO THE PARTNERS REFERRED TO IN ART. 7AA OF THE CONSUMER RIGHTS ACT OF 30 MAY 2014

You have the right to withdraw from the Partnership Contract within 14 days without stating any reason. The period to withdraw from the Partnership Contract expires 14 days after the conclusion of the Partnership Contract.

However, you may lose your right of withdrawal. Pursuant to Article 38(1)(1) of the Consumer Rights Act of 30 May 2014 ("Consumer Rights Act"), the right of withdrawal from a contract concluded off-premises or at a distance does not apply to contracts for the provision of services for which the consumer (or the business operator referred to in Art. 7aa of that Act) is liable to pay the price if the business operator has performed the service in full with the consumer's (or the business operator's as referred to in Article 7aa of that Act) express and prior consent, who has been informed prior to the performance of the service that after the business operator's performance, he will lose his right of withdrawal, and has acknowledged it.

If you withdraw from the contract after the business operator has performed the services in the performance of the contract at your express request meeting the statutory requirements, you are obliged to pay a proportionate remuneration for these services. Under Article 35(1) of the Consumer Rights Act, if the consumer (or the business operator referred to in Article 7aa of that Act) exercises the right of withdrawal after having requested by (inter alia) Article 21(2) of that Act, he is obliged to pay for the performances performed up to the moment of withdrawal. On the other hand, under Article 35(2) of that Act, the amount of payment shall be calculated in proportion to the extent of the performance performed, taking into account the price or remuneration agreed in the contract. If the price or remuneration is excessive, the basis for calculating this amount shall be the market value of the service provided.

However, according to Article 21(2) of the Consumer Rights Act, if, at the express request of the consumer (or the business operator referred to in Article 7aa of that Act), the performance of a service or the supply of water, gas, electricity, when they are not supplied in a limited volume or a fixed quantity, or heat, for which the consumer (or the business operator referred to in Article 7aa of that Act) was obliged to pay the price, is to commence before the expiry of the deadline for withdrawal from a distance contract, the business operator requires the consumer to make a statement:

  • containing such an explicit request;
  • that he has acknowledged the loss of the right of withdrawal upon full performance of the contract by the business operator.

Pursuant to Article 34(1a) of the Consumer Rights Act, in the event of withdrawal from an contract for the provision of digital content or a digital service, the consumer (or the business operator referred to in Article 7aa of that Act) is obliged to stop using that digital content or service and making it available to third parties.

To exercise your right of withdrawal, you must inform UNIPERKS P.S.A. with its registered office in Kielce of your decision to withdraw from the Partnership Contract by an unequivocal statement (for example, a letter sent by post or e-mail).

You may use the model withdrawal form, but it is not obligatory. To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

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