PROMOTION BOARD TERMS OF SERVICE
1.1 The Promotion Board Terms of Service shall apply to the agreements entered into by Inter Cars S.A., having its registered seat in Warsaw at ul. Powsińska 64, 02-903 Warszawa, entered into the Register of Companies of the National Court Register kept by the District Court for the capital city of Warsaw, Warsaw, XIII Commercial Department of the National Court Register, under the following number: 0000008734, Tax ID: 1181452946, national business registry number REGON: 014992887, BDO registry number: 000012313, share capital of: PLN 28,336,200,00, paid up in full), hereinafter referred to as “Inter Cars,” as a Service Provider, with third parties to whom the Promotion Board Services are provided.
1.2. Any deviations from these Terms of Service may result solely from the applicable law or the Agreements entered into by the Parties.
1.3. These Terms of Service shall not apply to the agreements entered into by Inter Cars with consumers withing the meaning of Art. 221 of the Civil Code.
For the purposes of these Terms of Service, the following terms shall have the following meaning:
2.1. „Promotion Initiator” – a professional third party operating especially in the automotive industry or providing services to vehicle owners, interested in using the Service. For avoidance of any doubt, it is assumed that the Initiator of the promotion is in particular the entity that published the promotion.
2.2. “Motointegrator” – a website operating on the basis of the IT System, having in particular the functionality of a workshop search engine, managed and made available on the Internet at the domain address: https://motointegrator.com
2.3. “Offer” – the Service Provider's offer to conclude a contract for the provision of the Promotion Board service, submitted to the Promotion Initiator in response to the sent Promotion Application, along with all information enabling the Service to be provided. The Offer contains, in particular, information on the time during which the Service is to be provided, payment details and other conditions related to the provision of the Service.
2.4. “Terms of Service (“ToS”) - the terms and conditions for the provision of the Services as specified herein, which are used by the Service Provider in connection with the Agreement.
2.5. “Promotion Website” – a website operating on the basis of the IT System, used to display information about promotions to Users, managed and made available on the Internet at the domain address : https://motointegrator.com/pl/en/promotions
2.6. “Parties” – the parties of the Promotion Board Service Provision Agreement, including Inter Cars as the Service Provider and a third entity as the Service Recipient.
2.7. “IT System” - the Service Provider's ICT system used to provide the Service, including in particular the Website's graphic interfaces.
2.8. “Promotion Board” or “the Promotion Service” or “ the Promotion Board Service” - a service consisting in providing of third parties with an advertising space on the Promotion Website by means of displaying information about the promotions organized by the said entities independently or in cooperation with the Service Provider in conformity with these Terms of Service and an Offer. The User shall have free access to the Promotion Board at any time.
2.9. “Agreement” - an Agreement to provide the Service concluded between the Service Provider and the Service Recipient in conformity with these Terms of Service and an Offer.
2.10. “Service Recipient” - a professional third entity operating especially in the automotive industry, or providing services to vehicle owners, that meets the requirements specified in these Terms of Service and with whom the Service Provider has agreed the terms of publishing a promotion in an Offer and where such terms have been accepted by both Parties.
2.11. “Service Provider” – Inter Cars S.A., having its registered seat in Warsaw (address: 02-903 Warszawa, ul. Powsińska 64) entered into the register of entrepreneurs of the National Court Register kept by the District court for the capital city of Warsaw, XIII Commercial Department of the National Court Register, under the number: 0000008734, tax ID: 1181452946, REGON no. (national business registry number): 014992887, the following e-mail address: [email protected] and website http://www.intercars.com.pl/.
2.12. “User”- any entity viewing (visiting) the commonly available pages of the Website.
2.13. “Promotion Application” - a formular that contains information about the promotion organized by the Promotion Initiator. The Promotion Application is, in particular, a set of information specified in point 4.1 enabling the submission of the Offer and the execution of the Service. The submitting of a Promotion Application is not tantamount to the Service Provider's obligation to publish the information about the promotion on the Website.
3. GENERAL PROVISIONS
3.1. The Service Provider shall enable the Promotion Initiators to use the Promotion Offer in conformity with these Terms of Service and an Offer.
3.2. The Service shall be provided by means of displaying to the Users on the “Promotion Board” page of the Motointegrator Website, information agreed by the Parties related to the promotions organized by third parties, in particular related to:
3.2.1. time- or quantity-limited benefits or products offered at a lower price or on preferential terms;
3.2.2. discounts, reductions, additional services offered free of charge or at a discount or for a lower remuneration;
3.2.3. free products added to the main benefit.
3.3. The information about promotions shall be displayed on the Website in the order in which they are added by the Service Provider.
3.4. The Service Provider reserves the right to display the information about promotions ignoring the order specified in par. 3.3. or to include it in the highlighted categories.
3.5. The Service may be paid or free, depending of the respective arrangements of the Parties . The price for the Service shall be proposed by the Service Provider in an Offer and shall subsequently be determined by the Parties in the form of a document. The terms of payment for the Service shall each time be agreed by the Parties in an Offer. The Service Provider may, especially in the initial period of the Service implementation, limit or even completely resign from the proposal to pay for the Service.
3.6. The Promotion Initiator shall provide, free of charge, any information, including the logos specified in par. 4.1.5., for the purposes of preparing an Offer and provision of the Service.
3.7. The information made available as part of the Service shall include data related to the promotions organized by the Promotion Initiators, in particular a summary description of a promotion prepared by the Promotion Initiator, in accordance with the technical requirements of the Promotion Website
3.9. The Service shall be provided solely to the Promotion Initiators who have submitted the Promotion Application including any information necessary to provide the Service in conformity with par. 4.1 and have received an Offer from the Service Provider, which they have subsequently accepted or, in response to the Offer, have made modifications thereto, which both Parties finally accepted .
3.10. The agreements to provide the Promotion Board Service may be concluded solely in Polish.
4. ACCESSING THE SERVICE AND ITS PROVISION
4.1. Prior to submitting an Offer and concluding an Agreement, the Service Provider shall obtain all information necessary to provide the Service, which is provided by the Promotion Initiator in the Promotion Application, in particular:
4.1.1. company information (name, registered seat address, company identification numbers);
4.1.2. telephone number and e-mail address to which the Service Provider shall send an Offer;
4.1.3. information about a promotion to be held, allowing the Service Provider to read its terms;
4.1.4. a short description of the promotion, constituting the content of the final message displayed to users on the Promotion Website, in accordance with the technical requirements of the Promotion Website;
4.1.5. graphics to be displayed on the Promotion Website on the page dedicated to the Promotion Board in the format and size specified by the Service Provider;
4.1.6. optionally: a link constituting a hyperlink to a promotion or a promotion code, to be displayed to persons interested in participating in a promotion;
4.1.7. any other information resulting from the nature of the Promotion Board or the Promotion Website that the Parties deem necessary.
4.2. In response to the Promotion Application, the Service Provider may prepare and sent to the Promotion Initiator an Offer to enter into an Agreement. An Offer shall be valid for a period of 30 days of its sending.
4.3. In response to the Service Provider’s Offer, in order to use the Promotion Board on the terms specified in an Offer sent to them, the Promotion Initiator should, within the specified deadline, submit a statement of its acceptance by responding to the e-mail from which an Offer has been sent or should indicate a modified Offer. A modified Offer shall be valid for a period of 30 days. If a modified Offer is subsequently accepted, subject to subsequent changes, by any of the Parties, the provisions of these Terms of Service related to the procedure of conclusion of an Agreement shall apply until the Parties accept the Offer (or the Offer subject to subsequent changes) directly or reject the Offer. Tacit acceptance of an Offer (or a modified Offer subject to changes) by either Party shall be exempted.
4.4. The person accepting an Offer shall submit a declaration, subject to legal sanctions, stating that they are authorised to act on behalf of the Promotion Initiator or independently as a Promotion Initiator or as the Promotion Initiator’s attorney, proxy or a partner in a partnership or a body of a capital company or another legal entity. The person accepting an Offer shall bear liability for providing a false declaration and for damages to the Service Provider’s property resulting from providing such false declaration.
4.5. Upon confirmation of acceptance of an Offer (or a modified Offer of an Offer subject to subsequent changes), an Agreement for the Provision of a Promotion Board Service shall be concluded in conformity with these Terms of Service and the Offer. The information about a promotion shall be published in the Promotion Board within the deadline indicated in the Offer. At each stage of provision of the Service, the Promotion Initiator and the Service Recipient shall immediately update /correct the information related to the promotion. The Service Provider may correct the information. In the absence of any other provisions, the notification regarding the need to correct the information shall be sent to the Service Provider’s e-mail address.
4.6. Regardless of the arrangements made in the Offer, the Service Recipient undertakes not to provide promotions or materials under the Agreement, and the Service Provider has the right to remove the promotion from the Promotion Board if there is a reasonable assumption that:
4.6.1. It is an unfair market practice,
4.6.2. Contains false information about a promotion,
4.6.3. Affects the Users or consumers,
4.6.4. Is contrary to the accepted principles,
4.6.5. Affects the Service Provider or compromises their reputation,
4.6.6. Contains terms (expressions) deemed to be unlawful or using which would subject the Service Recipient or the Service Provider to legal liability, including those which may discriminate third parties or infringe upon their personal rights.
5.1. The Service Provider is entitled but under no obligation to verify the assumptions, terms, content and format of a message, information or promotion as provided by the Promotion Initiator or the Service Provider. The Service Recipient shall only verify a promotion in terms of its compliance with the applicable law and practices prior to its final acceptance (even in the case of changes proposed by the Service Provider). The Service Provider shall only perform the Promotion Board Services (specified in detail in par. 3 of these Terms of Service) and shall not be liable for:
5.1.1. handling any promotions or any damages to the promotion participants resulting from accessing thereto;
5.1.2. the accuracy and veracity of the information about a promotion as provided by the Promotion Initiator;
5.1.3. damages resulting from the Promotion Board Service being used by the Service Recipient in breach of these Terms of Service or an Offer;
5.1.4. damages incurred in connection with correct displaying a promotion based on the data provided, if such date proves incorrect, false or incomplete;
5.1.5. the Promotion Board Service being used by unauthorised third parties, disclosure of data allowing usage of the Promotion Board Service;
5.1.6. interruption in the operation of the Promotion Website due to circumstances independent of the Service Provider.
5.2. The Service Recipient shall be fully liable for the legal consequences and shall fully indemnify the Service Provider for any disputes, claims, proceedings, losses, costs, expenses (including costs and expenses of experts or attorneys), settlements and requirements arising directly or indirectly out of, or in connection with, any third party claim for the performance of the Promotion Board Service, caused by the Service Recipient’s improper performance of the Agreement (in particular the breach of the obligation set out in par. 4.6).
5.3. The Service Provider’s liability shall in each case be limited to actual damages and to an amount constituting two times the Service Provider’s remuneration under the Agreement (or the amount of PLN 100 if the Parties agree for the Agreement to be free of charge).
5.4. Limitation of the Service Provider’s liability provided for above, shall not relate to intentional damages caused to a User or the Service Recipient or other cases where, in view of the applicable law, the limitation of the Service Provider’s liability is not possible.
6. DURATION AND TERMINATION OF THE PROMOTION BOARD SERVICE AGREEMENT
6.1. Upon the expiry of the Agreement or, if the Agreement is terminated or expires prior to such date, on the date of its termination or expiry, the Service Recipient shall cease to enjoy the right to use the Promotion Board Service. If the Agreement for the provision of the Promotion Board Service is terminated or expires prior to its intended term, the Service Provider is entitled to a remuneration (if the payment for the Agreement is determined) in proportion to the realization period of the Agreement.
6.2. The Promotion Board Service Agreement shall be concluded for the time specified in an Offer.
6.3. The Service Provider shall be entitled to terminate the Promotion Board Service Agreement with immediate effect in the event of:
6.3.1. a breach by the Service Recipient of these Terms of Service, in particular par. 4.6 thereof,
6.3.2. a breach by the Service Recipient of a provision of law or third-party rights in connection with using the Promotion Board Service;
6.3.3. discovery by the Service Provider that the Service Recipient has been using the Promotion Board Service contrary to the accepted norms,
6.3.4. discovery by the Service Provider that the Service Recipient has been using the Promotion Board Service contrary to the assumptions, purposes or the scope of the Promotion Board Service,
6.3.5. discovery by the Service Provider that the Service Recipient has been engaged in an activity compromising the security of the Promotion Website or a part thereof.
6.4. Regardless of the provisions of subclause 6.3. above, the Service Provider shall be entitled to terminate the service provision Agreement with a 7 (seven) days’ notice in the event of cancellation of the Promotion Board Service or discontinuance or change of the scope of operation of the Promotion Board Service preventing the provision of the Promotion Board Service to the extent agreed in the Offer.
6.5. If a given circumstance constitutes an important cause stipulated in par. 6.3. above and in par. 6.4 above, the Service Provider may choose to terminate the service provision Agreement in conformity with immediate effect in conformity with par. 6.3. above or with a notice period indicated in par. 6.4. above.
6.6. Termination of the service provision Agreement by the Service Provider requires the Service Provider to send a notice of termination to the Service Recipient’s e-mail address or to submit it otherwise.
6.7. The Service Provider reserves the right to keep the data of the Service Recipient obtained during the provision of the Promotion Board Service in order to secure the rights and potential claims, in particular the e-mails sent in the course of provision of the Promotion Board Service.
7. PERSONAL DATA
8. FINAL PROVISIONS
8.1. If any of the provisions of these Terms of Service are found to be invalid or ineffective by law, the validity or effectiveness of the other provision these Terms of Service shall remain unaffected. Any such invalid or ineffective provision shall be replaced with another valid and effective provision corresponding to the intention of these Terms of Service.
8.2. These ToS shall be governed by Polish law. Any disputes between the Service Provider and the Service Recipient arising in connection with the provision of the Promotion Board Services shall be settled by a competent court having jurisdiction over the Service Provider’s seat.
8.3. The Service Provider shall be entitled to make changes to these Terms of Service in the event of any of the following, material causes:
8.3.1. Necessity to adapt these Terms of Service to the provisions of law related to the Promotion Service provided,
8.3.2. Necessity to adapt the Service Provider’s activity to the recommendations (orders/verdicts/decisions/guidelines) and decisions of a competent public or local authority or a court decision,
8.3.3. Extension or change of the functionality of the Promotion Board, in particular, introduction of new services or a change to the scope of the Promotion Board Services,
8.3.4. Changes to the scope or nature of the Service Provider’s activity,
8.3.5. Necessity to adapt these Terms of Service to the best practices related to the provision of the Services, including the best practices in the protection of Users,
8.3.6. Necessity to correct any obvious typing errors in these Terms of Service,
8.3.7. Occurrence of new risks or threat related to using the Promotion Bard Service, changes to such risk or threats or mitigation of specific risk or threats related to the use of the Promotion Service,
8.3.8. Changes to e-mail addresses, including hyperlinks included in these Terms of Service,
8.3.9. A change to the methods or technical means used to save, secure or make available to a User the content of the service provision Agreement,
8.3.10. Changes to the Service Provider’s data indicated in these Terms of Service, including names, telephone numbers and e-mail addresses.
8.4. The Service Provider will inform about the change of the Terms of Service by sending the Service Recipient information about the change of the Terms of Service along with the uniform text of the Terms of Service by e-mail to the e-mail address of the Service Recipient. The Service Recipient is deemed to have consented to the new content of the Terms of Service, if he has not terminated the Agreement for the provision of Services within 14 (fourteen) days of receiving the information about the amendment to the Terms of Service by e-mail referred to in the previous sentence.
8.5. The Service Recipient is not entitled to transfer the receivables under the Agreement to a third party without the Service Provider's consent expressed in writing.