Reseller program terms of use

§1 Definitions

Whenever the following terms are used in the content of this regulation, they have the following meanings:

Supplier – Zencommerce India PVT LTD. with its registered office in Krakow at ul. Bociana 22;
Business days – days from Monday to Friday, excluding public holidays;
Reseller – Customer of Zencommerce India PVT LTD. interested in cooperation within the Reseller Program;
Customer of Zencommerce India PVT LTD. (Customer, Supplier’s Customer) – a legal person, natural person conducting business activity, or an organizational unit without legal personality, which has been granted legal capacity based on separate regulations, and has paid at least one VAT invoice for the sale of a product or provision of a service by Zencommerce India PVT LTD.;
Reseller’s Customer – Customer with whom the Reseller has entered into a distribution agreement regarding the products or services of Zencommerce India PVT LTD;
Reseller Program (Program) – voluntary and non-exclusive cooperation between the Parties involving the distribution of products and services of Zencommerce India PVT LTD. on the terms specified in this regulation;
Reseller Panel – an internet service available at https://panel.zencommerce.nl/
that enables the implementation of the provisions of this regulation;
Products, Services – products and services (e.g., licenses) offered by Zencommerce India PVT LTD. listed in the Reseller Panel, which may be the subject of distribution agreements and orders concluded or executed on behalf of the Supplier;
SaaS – (Software as a Service) a model of using services in the form of a specific application provided by Zencommerce India PVT LTD;
Parties – Zencommerce India PVT LTD. and Reseller;
LT – (Lifetime) a model of obtaining a lifetime license for installation on a server.

§2 Subject of the regulation

The subject of this regulation is to establish the rules and conditions of cooperation between the Parties of the Reseller Program, in which the Reseller is a distributor of the Supplier’s Products and/or Services.
By registering in the Reseller Program, the Reseller accepts the provisions of this regulation.

§3 Products and Services

The Products and Services that are the subject of cooperation between the Parties are specified in the Reseller Panel available at https://panel.Zencommerce.nl/program-resellerski.
The quantity and type of Products and Services may change at any time during the cooperation between the Parties and depend on the current offer of the Supplier, as well as the fulfillment of the cooperation conditions by the Reseller.
The Reseller is informed about changes in the quantity, type, and price of the Products and Services through the Reseller Panel. Changes in the Supplier’s offer are effective from the moment of publication of the changes in the Reseller Panel.

§4 Remuneration and commissions

The Reseller is authorized to distribute the Supplier’s Products and Services based on the terms and conditions (including prices) specified in the Reseller Panel available at https://panel.Zencommerce.nl/program-resellerski.
The amount and conditions of the discount or commission granted to the Reseller by the Supplier may change during the cooperation and are dependent on the current offer of the Supplier and the fulfillment of the cooperation conditions by the Reseller.
The Supplier informs the Reseller about the change in the amount of discount or commission through the Reseller Panel and email at least three (3) business days in advance. Changes in the remuneration amount and conditions for the Reseller are effective from the moment of publication of the changes in the Reseller Panel.
The Parties jointly declare that the possibility of demanding any compensation or reimbursement of expenses and/or costs related to the cooperation is excluded unless otherwise agreed by the Parties through separate arrangements.

§5 Cooperation Rules

A Reseller who is interested in cooperating within the Reseller Program must be a Customer of the Supplier, accept the provisions of these regulations, and register an account in the Reseller Panel.
The cooperation between the Parties within the Reseller Program is carried out using the Reseller Panel.
Using the Reseller Panel involves logging into the Reseller Panel and independently making purchases of the necessary Products and/or Services by:

filling out appropriate forms;
accepting relevant service and/or usage regulations of the Products and/or Services, and
paying for the Products and/or Services using electronic payment systems.

The Reseller is authorized to independently set the selling prices of the Products and Services to Reseller’s Customers that are the subject of the cooperation. The prices cannot be lower than the purchase prices of the Products and Services from the Supplier within the Reseller Program.
Four (4) levels of discounts (discount levels) are distinguished for Resellers based on their distribution results of the Products and Services (Reseller’s distribution results):

Level I discount – 1 (one) license granted to a customer of a specific Reseller;
Level II discount – 2-3 licenses granted to customers of a specific Reseller;
Level III discount – 4-6 licenses granted to customers of a specific Reseller;
Level IV discount – 7 or more licenses granted to customers of a specific Reseller.

The number of purchased licenses that determines the discount level is calculated separately for each licensing model (SaaS, LT).
For each subsequent payment for Products or Services by a Reseller’s Customer, the Reseller receives a commission as indicated in the Reseller Panel. The commission is paid based on a correctly issued VAT invoice with a payment term of 7 days, uploaded to the Reseller Panel. The minimum payout value is 500 PLN net. After the commission is paid out, the Supplier deducts the value of the paid-out commission from the accumulated funds.
Only purchases of Products and Services made using the Reseller Panel are included in the Reseller’s distribution results mentioned in paragraph 5 above. Purchases made in any other form, even if the same customer data is provided, will not be included in the Reseller’s distribution results in the Reseller Program unless the Reseller can clearly demonstrate that a particular purchase was the result of their recommendation.
The Supplier reserves the right to change the discount levels and/or commission rates at any time with a minimum of thirty (30) calendar days’ notice. The changes to the discount levels and/or commission rates become effective upon their publication in the Reseller Panel.
The use of the Supplier’s Products and/or Services is subject to the terms specified in the licenses and/or regulations established by the Supplier for each individual Product or Service.
Throughout the cooperation period, the Reseller has access to technical support provided by the Supplier on business days, from 8:00 to 16:00, by phone and email.
The Reseller – solely for the purpose of marketing the “Zencommerce 5 Software” product to Reseller’s Customers – upon joining the Reseller Program, is granted one perpetual license or one subscription license hosted on the Supplier’s servers for the use of the Zencommerce 5 Software. This non-exclusive license is valid within the territory of the Republic of Poland for the duration of the cooperation between the Parties within the Reseller Program.
After the first purchase, the Reseller is entitled to place the graphic sign “Authorized Zencommerce Reseller” on their website’s resources, according to the specification:

The graphic sign “Authorized Zencommerce Reseller” leads (as an internet reference, i.e., a link) to a subpage on the Zencommerce.nl website, which contains information confirming the cooperation between the Supplier and the Reseller, as well as a contact form for submitting comments.

The Reseller is not authorized to make any changes to the licensing agreements concluded with Reseller’s Customers.

§6 Zencommerce’s Image

The Reseller is obligated to refrain from acting to the detriment of the Supplier, in particular, from engaging in any activity in any traditional media, such as radio, press, television, and/or online media, as well as any other media not mentioned above, which may harm the image and personal rights of the Supplier.
The Reseller is obliged not to use any signs, marks, symbols, words, phrases, or content that may mislead the recipient of the aforementioned communications and create the impression of direct interaction with the Supplier.
The Reseller is obliged to conduct themselves in a manner that does not pose a risk of being mistaken for the Supplier or give the impression that they are the Supplier or any other third party entity or person associated with the Supplier other than through the cooperation within the Reseller Program. The Reseller shall not use any Supplier materials on their website (e.g., [specific examples]) that they have not received from the Supplier for this purpose. The use of Supplier materials without the prior written consent of the Supplier is prohibited under penalty of invalidity.

§7 Duration of Cooperation and Termination Conditions

The cooperation between the Parties within the Reseller Program is concluded for an indefinite period.
The Supplier is authorized to terminate the cooperation at any time with immediate effect without stating a reason. The Supplier is obliged to inform the Reseller of this fact in one of the following ways: by email, by phone, by traditional mail (paper).
The Reseller is authorized to terminate the cooperation at any time with immediate effect without stating a reason by deleting their account in the Reseller Panel.
To avoid any doubts, the Parties state that the expiration or termination of this cooperation does not automatically give rise to any claim against the Supplier for compensation or damages, except for a claim for compensation based on a breach of the Regulations by the Supplier.

§8 Intellectual Property Rights

The Reseller may modify the “Zencommerce 5 Software” product for the benefit of the Reseller’s customers.
The Reseller may not provide any third party other than the Reseller’s customer with the source code of the “Zencommerce 5 Software” product or any additional modules and updates intended for use with the “Zencommerce 5 Software” product in any form. The obligation mentioned in the preceding sentence shall also continue after the termination of the cooperation.
The Reseller may not attempt to create any other program based on any portion of the source code of the “Zencommerce 5 Software” product.
The Supplier’s proprietary copyright to the “Zencommerce 5 Software” product includes, in particular:
– the entire source code of the “Zencommerce 5 Software” product,
– applied technological solutions,
– all descriptions of the “Zencommerce 5 Software” product,
– directory structure, and
– all data structures.

The Supplier also holds other intellectual property rights in relation to the “Zencommerce 5 Software” product.
The Reseller is obligated to preserve all verbal, graphic, and verbal-graphic markings, as well as other symbols of the Supplier used to designate Products and Services, in particular to maintain the “Zencommerce” markings in the administrative panel of the “Zencommerce 5 Software” product and to adhere to the current guidelines regarding the footer in the “Zencommerce 5 Software” product specified in the Reseller Panel. In the event of a breach of the obligations listed in this section, the Reseller is obliged to promptly and at its own expense restore the Supplier’s verbal, graphic, and verbal-graphic markings, as well as other symbols in the Products or Services.

§9 Confidentiality

All aspects and conditions of cooperation between the Parties are subject to business confidentiality (Confidential Information), including information regarding the Supplier, the Supplier’s policies, rules, strategies, sales and marketing plans, public relations, as well as data about the Supplier’s customers and the Reseller’s customers.
The Party receiving Confidential Information shall not disclose such information, except for disclosing it to the subsidiaries of the Party’s group of companies and to those employees, contractors, or professional advisors who: (i) have provided a written statement committing to maintaining the confidentiality of such information, or (ii) are obligated to keep such information confidential under applicable laws.
The Party receiving Confidential Information assures that the aforementioned individuals will use the Confidential Information solely for the purpose of fulfilling the rights and obligations of that Party arising from this cooperation and will make every effort to maintain the confidentiality of such information. The Party receiving Confidential Information is entitled to disclose the Confidential Information in cases provided by law after prior appropriate notification to the Party disclosing the Confidential Information.

§10 Final provisions

Any disputes arising from this regulation shall be resolved by the competent common court for the Defendant’s registered office.
In matters not regulated by this regulation, the provisions of the law applicable in the territory of India shall apply.
Neither Party may make any public statements regarding cooperation under the Reseller Program without the prior written consent of the other Party, under penalty of invalidity, except as provided by law after prior appropriate notification to the other Party.
The Reseller may not transfer rights (receivables) arising from cooperation under the Reseller Program without the prior written consent of the Supplier, under penalty of invalidity.
If any provision (or several provisions) of this Regulation prove to be invalid, unlawful, or unenforceable, the remaining provisions of the Regulation shall remain in force.
Neither Party shall be held liable for non-performance or improper performance of the provisions of the Regulation if such non-performance or improper performance is caused by force majeure.
The Reseller shall be notified by the Supplier of any changes to the Regulation through the Reseller Panel and email at least three (3) working days in advance. The changes to the Regulation shall be binding on the Reseller from the date of receipt of the notification of the change.