Partnership Program Terms and Conditions
These terms and conditions define participation in the Partnership Program conducted by Archman Inc. By joining the Partnership Program, the Partner accepts and agrees to follow the terms of the Program.
- The Program refers to the partnership program, terms of which defined in this document.
- Program Administrator is Archman inc., with its registered office in Krakow, 17 Sw. Filipa str., entered into the Register of Entrepreneurs by the District Court for Krakow – Srodmiescie in Krakow, XI Commercial Division, under KRS number: 0000276876, tax ID: 677-22-86-732 with a shared capital of 250 000 PLN, the owner of NAVIGATOR software with unlimited right to grant licenses (rights of use) for this system.
- Partner defines an entity that joins the partnership program. Partner may be a self-employed person, legal person, or an organizational unit without legal personality, to which legal capacity is granted by law. The Partners must meet all the requirements specified in these Terms and Conditions.
- The Purpose of the partnership program is to establish a network of partners who are responsible for selling, implementing, and maintaining the NAVIGATOR system.
- The System refers to the NAVIGATOR software solution.
- Partnership Agreement defines the agreement concerning the participation in the partnership program. Here, it is an agreement between the Partner and the Administrator, the subject of which is System promoting aimed to bring Sales and implementation.
- The Customer is an individual, a self-employed person, a legal entity, or an organizational unit without legal personality, which is granted legal capacity by the law, that acquires the right to use the System under a license agreement concluded with a Partner.
- The Sale means concluding with the Client the Agreement for the System license sale, in the name and on behalf of the Administrator, using the Agreement template provided to the Partner by the Administrator.
- Lead is the contact information of a potential Customer who agreed to attend a demonstration meeting and indicated an interest in purchasing the System after the presentation (e.g., by expressing willingness to conduct further negotiations, asking questions about the System’s technical capabilities, and cooperation terms).
§2 Partnership Agreement
- The Partner signs up for the Program by concluding a Partnership Agreement with the Administrator. The cooperation within the Program regulates by the Partnership Agreement. In case of any differences between these Terms and Conditions and the Partnership Agreement, the Agreement provisions are decisive. Agreement provisions are not affected by the amendments to these Terms and Conditions after the Partnership Agreement conclusion, which remain in force.
- The Partnership Agreement is concluded for an unspecified period. Each party may terminate the Partnership Agreement by giving three months’ notice, calculated at the end of a calendar month.
§3 Sales, marketing, and implementation support
- Partner is obliged to take all necessary efforts to sell System licenses.
- Before beginning the activities referred to in point 1 of this paragraph, Partner is obliged to participate in training prepared by the Administrator. The training is conducted online, in the Partner’s registered office, or any other place specified by the Administrator. Partner is obliged to delegate at least two employees responsible for the System’s selling or implementation to participate in the training.
- Partner agrees to include the information about Partner’s participation in the Program on the Administrator’s website and other marketing and advertising materials, including banners identifying the Partner with the Administrator and logotypes to mark the Administrator’s product offer.
- Based on the partnership agreement, the Administrator grants the Partner a free, non-exclusive license for the System use for the duration of the partnership agreement. The license authorizes to installation and use of the System for its intended purpose. Partnership Agreement does not entitle to sublicense, lend or rent the System.
- The Administrator is obliged to provide the Partner with support in performing pre-implementation analysis and System’s implementation in the form of free consultations conducted by the designated Administrator’s employee for the Partner in the amount of 10 hours per month. When the number of hours is over the specified amount, the Partner is entitled to fee-based consultations for the price specified in the partnership agreement.
- The first pre-implementation analysis and implementation are performed entirely by the Partner in the Administrator’s employee presence, who is obliged to provide support until these processes are completed.
§4 Financial rewards and payments
- Participation in the Program is unpaid.
- Partner is entitled to receive financial remuneration for the Leads provided to the Administrator, for the Sales of the System, and System’s implementation and maintenance, under the terms and conditions set in this paragraph and confirmed in the Partnership Agreement.
- In the case of providing Leads, financial remuneration is calculated according to the fee per Lead specified in the Partnership Agreement. The remuneration shall be paid at the end of the calendar month.
- In the case of Sales, the financial remuneration is calculated as a percentage of the Sales value and represents 15% of the contract amount.
- In case of Sales by the Partner who implements the System on the Administrator’s behalf, the financial remuneration is calculated as a percentage of the Sales value and represents:
- 20% of the royalty outlined in the license purchase agreement and 10% of the implementation and maintenance fees in case these services remain with the Administrator,
- 30% of the royalty outlined in the license purchase agreement and 100% of the remuneration for the implementation and maintenance of the System by the Partner,
- 40% of the royalty outlined in the license purchase agreement, once the Sales volume in a calendar year reaches 45,000 EUR calculated on the royalty net value, and 100% of the remuneration for the implementation and maintenance of the System by Partner,
- 50% of the royalty outlined in the license purchase agreement, once the Sales volume in a calendar year reaches 65,000 EUR calculated on the royalty net value, and 100% of the remuneration for the implementation and maintenance of the System by Partner,
- Remuneration for implementation and maintenance of the System by Partner is paid to Partner by the Customer, according to implementation and maintenance agreement provisions concluded between Partner and Customer.
- The Partner is authorized to charge a fee in the amount calculated in the manner indicated in Section 4 of this paragraph from the royalty paid by the Customer.
- All applicable taxes and fee payments resulting from the receiving remuneration will remain the responsibility of the Partner.
§5 Liability disclaimer
- The Administrator is not responsible for the Partner’s activities.
- The Administrator shall not be liable for any damages resulting from failing to perform or improperly performing the Partnership Agreement:
- Partner’s missed benefits related to the participation in the Program,
- damages related indirectly to the participation in the Program, in particular, a Partner’s loss of potential earnings.
§6 Personal data protection
- The Partner’s personal data is protected according to the requirements of the Data Protection Law of 10 May 2018 (Journal of Laws of 2018, item 1000) and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC of 27 April 2016. (Official Journal of the EU.L No. 119, p. 1).
§7 Confidentiality clause
- Partner agrees to maintain secrecy any information acquired due to the Partnership Agreement, including technical, technological, economic, financial, commercial, organizational information of Administrator’s company or other economically valuable information as well as details related to the System.
§8 Final provisions
- The law governing any disputes shall be Polish law.
- The Administrator reserves the right to change the terms and conditions of the Program at any time. In case of any changes in the regulations, its new version will be published on the Administrator’s website.