TERMS AND CONDITIONS OF ELECTRONIC PROVISION OF SERVICES
WITHIN THE MOTIVEO SYSTEM
Considering the regulations of the Polish Act of 18 July 2002 on the Electronic Provision of Services (consolidated text: Dz.U.2013.1422), these terms and conditions of electronic provision of services (the ‘Terms and Conditions’) specify the terms and conditions of the provision of such services (the ‘Services’), consisting in making available IT tools and solutions intended to run a mobile, integrated motivation and loyalty system allowing entrepreneurs to boost their sales results (the ‘MOTIVEO System’).
1. The entity providing services electronically (the ‘Service Provider’) shall be Hugeseller Spółka z ograniczoną odpowiedzialnością with its registered office in Kraków (Poland), ul. Bolesława Prusa 10/17, 30-109 Kraków, entered into the register of entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, Division XI (Commercial) of the National Court Register, under No. 0000441510, NIP (tax identification number): 6772372408, REGON (statistical number): 122729844, share capital: PLN 5,000.
2. The Service Provider shall provide services electronically through the MOTIVEO website located on a dedicated server with the domain name of http://www.motiveo.pl (the ‘Website’).
3. The Terms and Conditions regulate in particular:
a) The types and scope of the services provided electronically;
b) The terms and conditions of providing services electronically, including the technical requirements necessary for ensuring compatibility with the ICT system used by the Service Provider;
c) The terms and conditions of concluding and terminating agreements for electronic provision of services;
d) The prohibition for Website users to provide illegal content;
e) The complaints procedure.
4. The Terms and Conditions are available free of charge on the Website. The Terms and Conditions can be downloaded from the Website by clicking the ‘Terms and Conditions’ link and saving the PDF on any data carrier. Starting to use the Website and the System shall mean that the Terms and Conditions have been read, understood, and accepted.
5. The following terms used in the Terms and Conditions shall have the following meaning:
a) ‘Guest’ shall mean a visitor to the Website that is not registered and not logged into the MOTIVEO System, able to read the contents of the Website and download the advertising materials regarding the MOTIVEO System, but unable to use the MOTIVEO System functionalities;
b) ‘MOTIVEO User’ (also the ‘User’) shall mean a natural person running a business, a legal person, or an organisational entity not having legal personality, but having legal capacity under statutory regulations, registered in the MOTIVEO System by a person authorised to represent it. The MOTIVEO User shall have his own account on the Website (‘User Account’). After logging in to the User Account, the User may use the MOTIVEO System functionalities and configure his Motivation Programmes;
c) ‘Motivation Programme Participant’ (also referred to as the ‘Participant’) shall mean a natural person registered in the MOTIVEO System by the User and employed by the User, for which the User may configure a Motivation Programme. The Motivation Programme Participant shall have his own account on the Website (the ‘Participant Account’). After logging in to the Participant Account, the Motivation Programme Participant can view, via the MOTIVEO System, the list of the existing Motivation Programmes configured by the MOTIVEO User that registered this Participant, can filter the Motivation Programmes using a search engine, can contact the MOTIVEO User, and can upload his sales results for products/services. However, he cannot configure his own Motivation Programmes;
d) ‘Motivation Programme’ shall mean a motivation programme for the sales of the products and/or services of the MOTIVEO User, configured by the MOTIVEO User, dedicated to a given Motivation Programme Participant, and intended to boosts the sales generated by the Motivation Programme Participant;
e) ‘MOTIVEO System’ shall mean a set of IT tools and solutions intended for the MOTIVEO Users to run, via the mobile Website, an integrated motivation and loyalty system for the registered Motivation Programme Participants. The MOTIVEO System is based on the SAAS model, i.e. a model of software distribution where the System created by the Service Provider is made available to the User via the Internet in a given Settlement Period for a Subscription Fee;
f) ‘ICT system’ shall mean a set of IT devices and software working together in order to ensure the processing and storing, as well as sending and receiving, of data via ICT networks using the end device relevant for the given type of network within the meaning of the Polish Telecommunications Law of 21 July 2000 (Dz. U. of 2004, No. 171, item 1800, as amended), including the Website and the MOTIVEO System;
g) ‘Electronic provision of services’ shall mean the provision of a service that takes place by means of sending and receiving data via ICT systems, at the client’s individual request, without the simultaneous presence of the parties, with the data being transmitted via public networks within the meaning of the Polish Telecommunications Law of 21 July 2000 (Dz. U. of 2002, No. 144, item 1204, as amended);
h) ‘Settlement Period’ shall mean the time for which the Subscription Fee is charged, covering consecutive periods of 30 calendar days, counting from the first day of providing the service in the paid mode.
i) ‘Subscription Fee’ shall mean the fee for the Subscription Package referred to in § 3.4, payable to the Service Provider for the Settlement Period, as specified in the price list available on the Website that contains the fees for paid Services.
6. Using the MOTIVEO Website shall require online access, the browser recommended by the Service Provider, and technical devices meeting the requirements specified in the Terms and Conditions, including but not limited to § 9.
7. The MOTIVEO Website shall not be used for purposes other than specified in the Terms and Conditions, in discordance with legal regulations, indecently, or in violation of the rights or interests of third parties or the Service Provider’s justified interests.
8. The User and the Motivation Programme Participant registered by the User shall not upload any illegal or indecent content to the MOTIVEO Website.
9. The MOTIVEO User shall have the right to use the MOTIVEO Website exclusively for his personal purposes, i.e. registering Participants and boosting their sales results.
10. The Guest shall have the right to use the Website exclusively for his personal purposes, excluding commercial and advertising activities.
11. The Service Provider shall not be liable for the Guest, the MOTIVEO User, or the Motivation Programme Participant violating any applicable legal regulations in connection with using the Website or the MOTIVEO System.
Services provided electronically
1. Services consisting in providing MOTIVEO Users with the possibility of using the MOTIVEO System (‘MOTIVEO Access’) may be free of charge or paid.
2. Free MOTIVEO Access enables the User to test all of the functionalities of the MOTIVEO System for a maximum of three Motivation Programme Participants registered by him.
3. Paid MOTIVEO Access enables the User to use all of the functionalities of the MOTIVEO System by means of creating Motivation Programmes for more than three Participants, depending on the subscription package (‘Subscription Package’) selected:
a) Package 1: registration in the MOTIVEO System of between 4 (four) and a maximum of 10 (ten) Motivation Programme Participants,
b) Package 2: registration in the MOTIVEO System of between 11 (eleven) and a maximum of 25 (twenty-five) Motivation Programme Participants,
c) Package 3: registration in the MOTIVEO System of 26 (twenty-six) or more Motivation Programme Participants.
4. Both in the free and the paid version of MOTIVEO Access, the MOTIVEO User can fully configure the Motivation Programmes, within the available functionalities of the MOTIVEO System, for the Motivation Programme Participants registered by him in the MOTIVEO System. In particular, the MOTIVEO User can manage the data of his company, configure the Motivation Programmes, and register the Participants. The User shall have the right to change the Subscription Package on the terms and conditions specified in §§ 4.8 and 4.9.
5. Information on the current Subscription Fees for each of the Subscription Packages is available in the price list on the Website.
6. To get MOTIVEO Access, the User needs to register in the MOTIVEO System by accepting the Terms and Conditions, agreeing to receiving commercial information (optionally), and providing the following information in the electronic form available on the Website: User name, name and surname of the person acting on his behalf, their date of birth, e-mail address, telephone number, password, sub-domain, and for paid MOTIVEO Access, the selected Subscription Package.
7. The Services shall be provided 24 hours a day, 7 days a week, subject to the provisions of § 7. The Services available in the paid version shall be provided in the period covered with the Subscription Fee.
8. The Service Provider reserves the right to choose and change the type, forms, time, and manner of providing access to particular services and functionalities within the Website, immediately notifying the User thereof.
9. With respect to any and all content and templates available on the Website and in the System, the Service Provider represents that he holds the author’s economic rights, industrial property rights, and the related rights to the works, objects of industrial property rights, and objects of the related rights that comprise such content.
10. The Service Provider shall authorise the MOTIVEO User to use the templates available on the Website exclusively for his personal purposes, with the above authorisation covering their modification by means of selecting particular options or modules, in accordance with the Terms and Conditions.
11. The Service Provider shall have the right to block the User’s MOTIVEO Access, including access to the accounts of the Participants registered by the User, if such an action is justified with security requirements or if the protection of the rights of the Service Provider requires so, including but not limited to the situation when a User or a person acting with his consent or knowingly to him breaks the security features of the Website/System or when the User takes other actions of hacking nature. The Service Provider shall notify the User of blocking his MOTIVEO Access by e-mail, to the address provided by him during registration.
Settlements and payments
1. The MOTIVEO User shall pay the Subscription Fee for the Subscription Package on time. The Subscription Fee shall be paid to the Service Provider’s bank account specified on the pro-forma VAT invoice.
2. Acceptance of these Terms and Conditions shall mean the acceptance of the price list valid as at the moment of concluding the agreement, i.e. the User’s registration in the System and the selection of the Subscription Package.
3. Changes to the price list shall be made by means of the Service Provider placing information concerning a change of the Subscription Packages prices on the Website and, additionally, notifying the User of this fact by e-mail, to the address provided during the registration. If the User does not accept the new price list, he shall notify the Service Provider of this fact by e-mail (using the address provided during the registration) or in writing, within 7 (seven) calendar days from the date of being notified of the change, which shall be tantamount to terminating the agreement with the notice period specified in § 12.4. Until the end of the agreement, the User shall pay the Subscription Fee as per the previous price list. If the User fails to notify the Service Provider of his lack of acceptance for the changes to the price list, it shall be deemed that the User has accepted the new prices.
4. The Subscription Fee shall be paid in advance, on the basis of a pro-forma VAT invoice issued by the Service Provider and made available on the User Account, not later than on the fifth day of the given Settlement Period, subject to the provisions of the following sentence. The first Settlement Period shall commence on the day of payment of the Subscription Fee, which means that the payment is a necessary condition for the commencement of providing Services in the paid mode.
5. The day of payment shall be the day of crediting the Service Provider’s bank account with the full Subscription Fee. Any and all of the additional fees related to making the payment, including bank and postal charges, shall be covered by the User.
6. The Service Provider shall issue and make available on the User Account a VAT invoice for the services provided under these Terms and Conditions within not more than 7 (seven) days from the date of the Service Provider’s account being credited with the funds.
7. In the event of no payment by the dates specified in § 4.4, the MOTIVEO Access shall be blocked until the day of payment. In the event of no payment within a further 14 days from blocking the MOTIVEO Access, the Service Provider shall have the right to delete the User Account from the Website. The deletion of the User Account from the Website shall result in automatic deletion of the accounts of Motivation Programme Participants and termination of the agreement for electronic provision of services.
8. In the event of the User changing, during a Settlement Period, the Subscription Package from a lower one to a higher one, he shall pay the Service Provider the difference between the Subscription Fees payable for the two packages, on the basis of a pro-forma VAT invoice issued and made available in the User’s panel, within 5 days from the date of receiving the invoice. The difference shall cover the amount of the Subscription Fee for a full Settlement Period. The services available in the higher Package shall be provided from the day following the payment deadline for the pro-forma invoice referred to in the preceding sentence, provided that the payment has been made on time.
9. The User shall have the right to change the Subscription Package from a higher one to a lower one from a new Settlement Period, upon prior notification of the Service Provider made not later than 7 days before the commencement of the new Settlement Period.
Conclusion of an agreement
1. The agreement for electronic provision of Services with respect to the Website shall be concluded at the moment of the Guest entering the Website’s address in the browser or using a link redirecting to the Website.
2. The agreement for electronic provision of Services shall be terminated at the moment of the Guest leaving the Website or at the moment of even a temporary cessation of Service provision by the Service Provider for technical reasons.
3. After registration in accordance with § 5.4, below, at the moment of clicking the activation link referred to in sentence two of § 6.3, below, the registered entity shall become a MOTIVEO User, concluding an agreement for electronic provision of Services within the MOTIVEO System.
4. The moment of registering the MOTIVEO User shall be the moment of sending to the Service Provider’s ICT system a correctly filled-in registration form after prior acceptance of the Terms and Conditions.
5. Registration of a MOTIVEO User shall mean acceptance of the Terms and Conditions and the price list.
6. By registering in the System, the User represents that:
a) The data he provided is complete and true,
b) He shall pay the Subscription Fee in the relevant amount (for the selected Subscription Package – applicable for the packages in the paid mode) by the date and as specified in the Terms and Conditions,
c) He has read and understood the Terms and Conditions, has no reservations with respect to them, and shall observe them,
d) He commences the use of the services covered with the Terms and Conditions voluntarily,
e) He is aware of the purpose and the rules of functioning of the Website and the System and knows the scope of the Service Provider’s use of the data shared in the System for research, statistical, and marketing purposes, agrees to such use, and has no reservations in this respect.
7. The agreement shall be concluded for an indefinite period of time.
Registration and logging in to the Website
1. Registration on the Website is free.
2. The MOTIVEO User shall register by means of filling in the required fields on the Website. The registration requires inter alia providing a correct e-mail address of the MOTIVEO User and setting up a password.
3. After approximately 15 minutes from the completion of the registration process by the MOTIVEO User, he shall receive a welcome e-mail with an activation link. Clicking the activation link shall mean confirmation of registration and will redirect the User to the login page of the Website.
4. The MOTIVEO User shall log in into the System by entering the e-mail address provided during the registration as the login and the password set up during the registration.
5. The MOTIVEO User shall not have the right to interfere with the contents, structure, form, graphics, and the mechanism of the Website and the System.
1. The Service Provider shall not be liable for interruptions and disruptions in providing the Services, the functioning of the accounts, and making the Website or the System available if these are caused by:
a) A breakdown, modification, modernisation, expansion, or maintenance of the Website, the ICT System, or the Service Provider’s software,
b) Force majeure or actions or inactions of third parties (actions beyond the control of the Service Provider for which he is not liable).
2. The Service Provider shall not be liable for the consequences of the MOTIVEO User/Guest failing to observe these Terms and Conditions and the rules and recommendations in terms of using the Website and/or the System.
3. The Service Provider shall not be liable for the actions of the persons the User shared Participant Accounts with, their employees, and the persons through which they act, as well as for the consequences thereof, including the content uploaded to User Accounts.
4. The Service Provider shall not be liable to the User for the impossibility of using the System in the Settlement Period for which a full Subscription Fee has been paid if caused by:
a) The User’s failure to observe the particular Terms and Conditions,
b) Reasons attributable to the MOTIVEO User.
5. The Service Provider shall not be liable for loss of data caused by external factors (e.g. equipment breakdown, etc.) or by circumstances beyond the control of the Service Provider, as well as for any and all damage caused by incorrect saving or reading of data.
6. The Service Provider shall not be liable for difficulties in or impossibility of using the System due to reasons attributable to the MOTIVEO User, in particular the fact of the User losing his login and password or these being acquired by third parties, including any and all consequences thereof. MOTIVEO Users shall technological measures, including anti-virus and identity-protecting programmes, to mitigate the risk of losing the login or the password. The Service Provider represents that apart from the need to enter the password when logging in, in the relevant window, he never requires the User to share his password in any form.
7. The Service Provider shall not be liable on account of damage caused by the actions and inactions of the Users, in particular their use of the Website or the System in discordance with the applicable legal regulations or these Terms and Conditions.
8. The Service Provider represents that any and all document templates generated using the System are in accordance with the laws of Poland as per the legal status as of the day specified on the Website, in the …… tab. The Service Provider shall not be liable for the correctness, including cohesion, or compliance with the law of the document templates generated by MOTIVEO Users after the selection of any of the alternative options in the System. The Service Provider represents that the templates of agreements and terms and conditions available in the System are exclusively examples. A consultation with a lawyer is recommended in each individual case.
9. The Service Provider shall not be liable if the MOTIVEO User or the Participant incorrectly uploads data to the System resulting in faulty configuration of all of the reports, Motivation Programmes, etc.
10. The Service Provider shall not be liable for any damage occurring in connection with the User/Guest using the data and information from the Website and the System in order to make economic and financial decisions.
11. The Service Provider shall not be liable for the contents of the information/data uploaded or shared in the System by the MOTIVEO Users or third parties, in particular if acting without the Service Provider’s knowledge or consent, including in the event of violating third party rights or interests.
12. The Service Provider shall not be liable for the incorrect operation of the Website and the System if the MOTIVEO User or the Guest fails to meet the technical requirements specified in § 9 of these Terms and Conditions.
13. The Service Provider shall be authorised to send to the MOTIVEO User Account technical messages concerning the functioning of the Website or the System and covering information on the Service Provider’s current offers.
14. The User shall ensure that the Participants have read and understood the Terms and Conditions and shall be liable for the actions on the Website and/or in the System of the Participants he registered.
1. By registering in the System and providing his personal data within the Service Provider’s electronic provision of services or in other circumstances specified in these Terms and Conditions, the MOTIVEO User or the persons acting on his behalf agree to the processing of the provided personal data within the Service Provider’s database for purposes related to the conclusion and performance of the Agreement and for statistical and marketing purposes, in accordance with the applicable legal regulations.
2. The personal data of the Motivation Programme Participant provided to the Service Provider by the User when creating a Participant Account shall be processed exclusively for the purposes related to the conclusion and performance of the Agreement.
3. The personal data shall be provided by the MOTIVEO User voluntarily, with the reservation, however, that non-provision of data during the registration shall make impossible the registration, User Account creation, and agreement conclusion.
4. Any person that provides the Service Provider with their personal data, as well as the Motivation Program Participant, shall have the right to access their data and correct or modify it, as well as to demand its deletion, in particular in the event of account deletion. The Service Provider may refuse to delete the personal data if the MOTIVEO User has violated legal regulations or these Terms and Conditions and the retention of personal data is necessary to clarify these circumstances or determine the liability of the MOTIVEO User.
5. The administrator of the data shall be the Service Provider. The personal data shall be processed in accordance with the provisions of the Polish Personal Data Protection Act of 29 August 1997 (Dz. U. of 1997, No. 133, item 833, as amended) and the secondary legislation to this Act. The Service Provider shall protect the personal data provided to him and shall make any and all efforts to secure it against unauthorised access or use.
6. The Service Provider shall not share or use the data provided or uploaded by the MOTIVEO User to third parties, except for the cases where legal regulations require so.
7. The MOTIVEO User shall update the provided data and shall be liable for the consequences of failing to do so.
1. The technical requirements necessary for correct use of the Website and the System are as follows:
a) Internet access,
- Internet Explorer – v. 9.0;
- Mozilla Firefox – v. 15.0;
- Google Chrome – v. 537,36 (WebKit), 126.96.36.199 (V8);
- Safari – v. 6.0, v. 5.1, v. 5.0.2 (iOS 4.0);
c) Accepting cookies,
2. The condition for using the services offered by the Service Provider shall be the meeting of the above technical requirements.
2. The cookies used by the Service Provider are safe for the device of the User/Guest/Motivation Programme Participant. The Service Provider uses the following cookies: icl current language, PHPSESSID default, default last url, and merchant last url.
a) To adapt the contents of the Website pages to the preferences of the User/Guest/Participant,
b) For continuing the User’s/Participant’s session (after logging in) so that the User/Participant does not have to re-enter the login and the password on each sub-page of the Website,
c) To provide advertising services,
d) For statistical purposes,
4. The User/Guest/Motivation Programme Participant may limit or disable cookies in the browser of his device. However, limiting or disabling cookies may result in difficulties in or inability of using some of the Services offered by the Service Provider.
1. The User shall have the right to make complaints to the Service Provider with respect to the Services.
2. The complaints may concern faulty or defective operation or non-operation of the Website or the System. Faulty or defective operation or non-operation of the Website or the System occurs if the Website or the System fails to meet the requirements or does not offer the functionalities the Service Provider claimed it offers.
3. Complaints may be made in an electronic form, using the form available on the Website or to the Service Provider’s e-mail address specified on the Website. The complaint should contain the User’s login and a description of the problem. The Service Provider shall examine the complaint immediately, within not more than 5 (five) business days from receiving the complaint, and shall respond to the e-mail address of the MOTIVEO User provided in the complaint, and , if the complaint is recognised as justified, he shall immediately commence the removal of the irregularities.
4. Any and all complaints concerning the manner of providing the Services and resulting from unfamiliarity with or non-observance of the Terms and Conditions shall not be examined.
5. Making a complaint shall not release the User from the obligation to make the Subscription Fee on time.
6. In the event of a System breakdown lasting more than 12/24 (uzupełnić) hours, occurring through the fault of the Service Provider, and recognised in the complaint procedure, the User shall have the right to demand a proportional reduction of the Subscription Fee paid, with the beginning of the breakdown being the moment of the User reporting the breakdown in accordance with the provisions of § 11.3 and the end of the breakdown being the moment of restoring proper System functionality. The total time of the breakdown shall be finally determined by the Service Provider’s Customer Service/Complaints Department.
7. The Service Provider shall not reduce the Subscription Fee if the interruptions in the provision of the Services did not occur through his fault, in particular in the cases specified in § 7.
8. The reimbursement of the Subscription Fee referred to in § 11.6, in part or in full, shall be made by counting it towards the next invoice. The reduction of the Fee as a result of complaint recognition shall fully exhaust the MOTIVEO User’s claim to the Service Provider on account of the irregularities in the functioning of the Website and the System.
1. The agreement for electronic provision of services in the free mode, as concluded in accordance with these Terms and Conditions, may be terminated by the MOTIVEO User or the Service Provider at any time by means of deleting the MOTIVEO User Account. The user shall send the request for account deletion to: …… The User shall be automatically notified of the deletion of the Account to the e-mail address provided during the registration.
2. The Service Provider shall have the right to refuse the provision of Services and delete the MOTIVEO User Account if it was created again after the agreement was terminated by the Service Provider and the User Account was deleted from the System due to the MOTIVEO User violating legal regulations or the Terms and Conditions.
3. The agreement for service provision may be terminated by the Service Provider with immediate effect in the event of a:
a) Violation of legal regulations,
b) Violation of third party rights or interests,
c) Violation of § 4.7 of the Terms and Conditions or a gross violation of the other provisions of the Terms and Conditions, these being in particular any and all actions intended to read the passwords of other Users or transferring to third parties the right to use the Services covered with the Terms and Conditions.
4. Apart from the situations specified in § 12.3, the agreement for provision of services in the paid mode may be terminated by each of the Parties (the User or the Service Provider) with a 30-day notice period, effective as of the end of the Settlement Period.
5. Termination of the agreement by the Service Provider shall take place by means of sending the relevant e-mail to the User’s address provided during the registration or in writing.
6. Termination of the agreement by the User shall take place by means of sending the relevant e-mail from the address provided during the registration to ……… or in writing.
7. As of the date of agreement termination, the MOTIVEO User Account shall be deleted from the System, with the MOTIVEO User losing the right to use the System. Account deletion in the cases specified in these Terms and Conditions shall be tantamount to agreement termination.
1. The Service Provider may amend these Terms and Conditions at any time. The amendments may in particular be a result of:
a) Repealing, amending, or introducing new legal regulations or the relevant authorities issuing a decision applicable to the Service Provider and affecting his operations,
b) The Service Provider introducing organisational or technological changes, including in terms of providing services to the Users,
c) Modifications to the existing, introduction of new, or resignation from offering certain functionalities of the Website, the System, or the Program on the part of the Service Provider.
2. Each of the Users shall be notified of the amendments to the Terms and Conditions by means of the Service Provider placing a message on amendments to the Terms and Conditions on the Website for at least 14 (fourteen) consecutive days and by means of notifying the Users of the amendments to the Terms and Conditions in an e-mail sent to the address provided during the registration.
3. The notification of the amendments to the Terms and Conditions in the manner specified in § 13.3 shall take place not later than 14 (fourteen) days prior to the introduction of the amended Terms and Conditions. If the User does not accept the new Terms and Conditions, he shall notify the Service Provider of this fact within 7 (seven) calendar days from the date of being notified of the amendments to the Terms and Conditions in an e-mail. Non-acceptance of the amendments to the Terms and Conditions shall mean agreement termination, effective as of the end of the Settlement Period.
4. In the event of a dispute as to the application of these Terms and Conditions, the parties shall attempt to settle the dispute amicably.
5. Any and all disputes arising with respect to these Terms and Conditions shall be settled in accordance with the laws of Poland and the competent court shall be the court of local jurisdiction for the (main) registered office of the Service Provider.
6. These Terms and Conditions shall come into effect on the day of conclusion of the agreement, as specified herein.
File to download: motiveo_rules.pdf