General Terms and Conditions of Use – Organizer's Terms and Conditions

applicable to ORDER-AGREEMENT A1 concluded after 31 March 2026, version no. 1

DEFINITIONS

Application – software enabling the Service Provider to render the Service, designed for (i) Users to access Application functions, (ii) Partners to verify the entitlements of Programme Participants and Programme Organisers to purchase services or goods from Partners, and (iii) Programme Organisers to create Programmes, enrol Programme Participants and administer part of their entitlements within the Application's functions, as well as to use other functions supporting Organisers' business processes. The Application is available to persons who can connect to the Internet via Access Devices. Detailed Application functions are set out in the instructions for Programme Participants, Programme Organisers and Partners available at www.nais.co or directly in the Application. The Service Provider reserves the right to modify the Application or its individual functions (including the domain under which it is available) at any time, in particular for the purposes of its further development and improvement.

User Account – a collection of resources and entitlements available within the Application, assigned to a specific Application User.

Company Profile – a collection of resources and entitlements within the User Account, assigned by the Organiser to selected Users within the User Account.

Nais – NAIS sp. z o.o. with its registered office in Gdańsk at: ul. Piecewska 34B, 80-288 Gdańsk, registered in the Register of Entrepreneurs of the National Court Register maintained by the District Court Gdańsk-North in Gdańsk, under KRS number: 0000805510, NIN: 8133823213, REGON: 384446468, with share capital of PLN 858,800.00, or the brand name or company name under which the Associated Entities and the Application enabling the provision of the Service operate.

Applicable Law – universally applicable legal regulations applicable to the Service Provider's operations.

Subscription Period – a unit of time for which the Subscription Fee is due, payable in accordance with the agreed billing rules.

Subscription Term – the duration of the Agreement, definite or indefinite, calculated from the Implementation Date until its expiry or termination in accordance with the Agreement.

Payment Operator – an entity acting as intermediary in the transfer of funds; in particular banks, settlement agents, entities operating payment systems, Card Organisations, electronic money institutions. The list of Payment Operators and supported payment methods is available at: https://www.nais.co/pl/legal/payment-providers.

Subscription Fee – the fee for using the Application during a Subscription Period, in the amount specified in the Order.

Additional Fees – fees other than the Subscription Fee for using the Service Provider's Services (e.g. the Application Implementation fee).

Organiser / Programme Organiser or Client – an entity using Application functions designed for organisers of programmes aimed at building engagement and a positive cooperative atmosphere (for example, employers organising and managing programmes for their employees, collaborators and key business partners), including by transferring funds to the Service Provider as trustee within a Programme, in order to enable Programme Participants to use them, but only at the time and for the purpose of purchasing services or goods from Partners chosen by the Programme Participant, subject to any restrictions that the Programme Organiser may impose on the use of such funds. A Programme Organiser may use the Application in such a way as to create a programme to which it invites other co-organisers.

GTC – the terms and conditions of use referred to as the General Terms and Conditions of Use, whereby each entity using the Application to achieve its objectives – i.e. the User, the Programme Organiser and the Partner – accepts the GTC applicable to the scope of its rights and obligations; accordingly, such GTC will be referred to respectively as: GTC – User's Terms and Conditions, GTC – Programme Organiser's Terms and Conditions, and GTC – Partner's Terms and Conditions.

Partner – an entity that, using the Application, offers services or goods to Programme Participants or Programme Organisers in the course of its business activity.

Subscription Plan – a variant of the Application's operation (active Application functions – e.g. selected modules).

Nais Associated Entity – an associated entity operating under the Nais brand, acting as Service Provider, Partner or in another role related to the provision of services within the Application.

Data Protection Law – 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 (hereinafter: GDPR), and other universally applicable data protection legislation binding on the Nais Service Provider.

Programme – a set of Application functions under the Nais brand, owned by the Service Provider, the use of which is intended inter alia to help build sustainable and partnership-based relations between the Programme Organiser and Programme Participants. The Programme also enables management of all Application functions necessary for the Programme Organiser to run the programme, such as Programme Participant entitlements.

Programme Participant – a User invited or otherwise included in the Programme Organiser's Programme. Programme Participants, in addition to using Application functions dedicated to them and related to the Programme, may simultaneously hold entitlements to manage the Application or to use certain of its functions on behalf of the Programme Organiser.

Agreement – as defined in the Order. Where cooperation commences on a basis other than the Order, the Parties understand "Agreement" to mean any agreement or arrangement concluded individually by the Parties specifying the conditions for the provision of Services granting access to the Nais Platform, as well as documents incorporated therein (directly or by reference, in particular including these GTC). Where the Parties have concluded an Agreement on the basis of a document other than an Order Form, provisions relating to Orders apply mutatis mutandis to that document.

Access Devices – devices capable of connecting to the Internet through which the Application is accessed and used, including desktop computers, laptops and mobile devices.

Service – a service performed by the Service Provider in its own name and on its own account.

Service Provider / We – depending on the context, Nais or a Nais Associated Entity that is party to the Agreement and directly provides the Service. The list of Nais Service Providers is available at: https://www.nais.co/en/legal/service-providers.

User – a person holding a User Account in the Application.

Application Implementation / Implementation – an event consisting in the launch of the Programme in accordance with the Order (Agreement). Unless otherwise stipulated in the Order, the Implementation occurs at the moment the Service Provider sends invitations to the Organiser's Users for the purpose of enabling the Organiser to use the Application.

Order – a document concluded between the Programme Organiser and the Service Provider, the subject of which is to set out the detailed conditions for the provision of Services by the Service Provider.

Terms not defined in these GTC but written with capital letters shall have the meaning assigned to them in the Order or other documents binding on the Parties.

By signing the Order, the Programme Organiser accepts the terms of the GTC.

I. GENERAL PROVISIONS

1. Subject Matter of the Agreement. The subject matter of the Agreement is the provision by the Service Provider to the Client of services in the area of using the Application as the Organiser's tool for creating a Programme aimed at increasing the satisfaction and engagement of Programme Participants. The detailed scope of Services ordered by the Client and performed by the Service Provider is specified in each Order Form (hereinafter: "Services").
2. Implementation. Service provision commences with implementation works aimed at completing the Application Implementation. The Parties shall carry out the implementation works in accordance with the Order. Any actions by Nais that go beyond the scope of the Order (e.g. additional services related to customising the Application to meet the Programme Organiser's requirements) shall constitute the subject of separate services, which the Programme Organiser may commission from Nais under a separate agreement or annex, for an Additional Fee.
3. Subscription Term and Subscription Period. On the day following the Implementation Date, the Subscription Term commences, consisting of Subscription Periods. The Subscription Term is specified in the Order. A Subscription Period lasts one month, unless otherwise stated in the Order.
4. Nais Obligations. Within the scope of the Services provided, Nais undertakes to:
5. a. Act with due diligence, taking into account the professional nature of Nais's operations.
6. b. Make every effort to ensure the highest availability of the Application, including resolving failures as quickly as possible.
7. c. Prepare a product and organisational pricing estimate for the development of the Application – solely upon each explicit request from the Client, after receiving the relevant enquiry from the Client along with a description of the required functions.
8. Programme Organiser's Obligations. Within the framework of the Agreement, the Programme Organiser undertakes to:
9. a. Comply with the provisions of the Agreement, in particular the Order and these GTC.
10. b. Use the Application in a manner consistent with its intended purpose, which does not adversely affect the Application, does not cause disruptions to its operation, and is in compliance with the law and good practice.
11. c. Provide its identifying data truthfully and completely. The Programme Organiser is obliged to update such data immediately upon the occurrence of any reason for change, without any demand from the Service Provider. Providing accurate data is necessary for the proper provision of services. Personal data of Programme Participants made available to the Service Provider by the Programme Organiser constitute a separate set of personal data from the private personal data provided by Users upon activating their User Account.
12. d. Not allow third parties to access User Accounts of Programme Participants, in particular those having access to the Company Profile. The Programme Organiser shall be solely responsible for the confidentiality and security of such accounts. The Programme Organiser is obliged to notify the Service Provider immediately of any unauthorised use of User Accounts by third parties.
13. e. Pay all amounts due to the Service Provider in a timely manner, as required under the concluded Agreement.
14. f. Cooperate with the Service Provider in the performance of contractual obligations, in particular by providing materials and information and by reviewing and approving proposals submitted by the Service Provider in a timely manner. In the event of a lack of cooperation on the Client's part in the performance of obligations arising from the Agreement, the Service Provider shall set a deadline for the Client to fulfil them or to provide the necessary materials or information. Upon ineffective expiry of the set deadline, the Service Provider shall be entitled to terminate the Order with immediate effect ex nunc – in which case the provision of clause VIII.7 of the GTC shall apply.
15. Coordinators. Each Party designates in the Order a coordinator responsible for taking actions within the scope of the given Party's entitlements in the day-to-day performance of the Agreement (hereinafter, respectively: "Client's Coordinator" or "Nais's Coordinator", and collectively "Coordinators" or "Contact Persons").
16. Charges. A User invited or included by the Programme Organiser to participate in the Programme shall not incur any charges for using the Application functions related to the Programme (except for data transmission costs associated with the use of the Access Device – in accordance with the rules of the Internet service provider used by the User). The Service Provider reserves the right to include in the future additional paid functions in the Application dedicated to the User but unrelated to Programme functions, provided that such functions will always be clearly and unambiguously described so as to leave no doubt as to which elements of the Application may be used free of charge (i.e. within the Subscription Plan) and which require payment. The Service Provider shall, upon the Programme Organiser's request, provide information on activated services and their pricing.
17. Use of the Application. The User is obliged to use the Application in a manner consistent with its intended purpose, which does not adversely affect the Application, does not cause disruptions to its operation, and is in compliance with the law and good practice.
18. Rights to the Application. All rights to the Application remain the property of Nais. Users are prohibited from copying, modifying, decompiling and distributing the software made available to them.
19. Access Devices.
20. a. The Service Provider encourages Users to use Access Devices responsibly, including by keeping antivirus software installed on them up to date.
21. b. The Service Provider shall be liable for damage to Access Devices or software contained therein, and for the loss of User data on an Access Device as a result of using the Application, only and exclusively where such damage arises from the sole fault of the Service Provider.
22. c. The Service Provider ensures Application compatibility only with the latest versions of the most popular web browsers (e.g. Chrome, Firefox, Opera, Safari).
23. d. The Service Provider informs that certain Application functions may be optimised for specific Access Devices, which may enhance user experience.
24. e. Provisions regarding technical conditions and security in relation to the use of the Application are set out in clause XIII of the General Terms and Conditions of Use – User's Terms and Conditions.
25. Company Profile. The Service Provider declares that all correspondence and all instructions and orders submitted by persons using the Company Profile shall be attributed to the Programme Organiser.

II. DETAILED CONDITIONS FOR USE OF THE APPLICATION

1. Agreement Binding on the Parties. Use of the Application by the Programme Organiser is based on the Agreement concluded between the Service Provider and the Programme Organiser, including in particular the Order, subject to the Programme Organiser's performance of its obligations arising from that Agreement. Before using the Application, the Programme Organiser is required to familiarise itself with the GTC and other legal documentation.
2. Commencement of Application Use. In order to enable use of the Application by Users associated with the Programme Organiser, Users shall receive appropriate invitations to their e-mail addresses as part of the Application Implementation. Access to use the Application may also be granted in another form, in accordance with the arrangements between the Service Provider and the Organiser.
3. Use of the Programme in respect of funds allocation. Use by the Programme Organiser of Programme functions in respect of, inter alia, the use of the Programme Organiser's funds related to reward, benefit, social and other policies may take place in at least two ways:
4. a. Final allocation – in which case the successful completion of the system procedure for making funds available within the Programme means their definitive transfer to the Programme Participant;
5. b. Conditional allocation – in which case the successful completion of the system procedure for making funds available within the Programme constitutes a declaration of intent to allocate funds to the Programme Participant in the future, upon fulfilment of conditions specified by the Programme Organiser, e.g. at the moment of making a purchase from a Partner, provided that such purchase meets the criteria set by the Organiser.
6. Use of Partners' Services.
7. a. As a result of the Programme Organiser's direct use of Application functions relating to the e-commerce area, no agreements for the provision of services or sale of goods are concluded between the Service Provider and the Programme Organiser. Such a relationship exists between the Programme Organiser and the Partner (in some cases the Service Provider may also act as a Partner). The Programme Organiser's use of the Application for the purpose of securing the possibility of using a Partner's services or purchasing goods from a Partner guarantees full or partial payment for such services or goods of the Partner, up to the balance of the Programme Organiser's funds in the Programme (funds in the Programme Organiser's account not yet distributed among Programme Participants) that may be distributed by the Programme Organiser at the time of using the given service or purchasing the goods. Such funds are held with the Service Provider as trustee, who is responsible for transferring them to the Partner on behalf of the Programme Organiser. The process of the Programme Organiser purchasing services or goods from a Partner is a bilateral transaction between the Programme Organiser and the Partner.
8. b. The Service Provider does not charge the Programme Organiser any additional fees for using Partners' services or purchasing goods from Partners through the Application. However, use of the Application requires the availability of other services for which the Programme Organiser is solely responsible (in particular Internet connectivity) and possession of a working Access Device.
9. c. Settlement of a service provided by a Partner to the Programme Organiser or sale of goods by the Partner to the Programme Organiser shall take place on the basis of the Partner's terms and conditions and price list for services or goods, made available to the Programme Organiser directly before using the service or purchasing the goods, regardless of the form of such disclosure.
10. d. The fee (in whole or in part – depending on the Programme Organiser's instructions) for a service or goods shall be collected from the Programme Organiser by the Partner using the Application. The Service Provider, in cooperation with Partners, may introduce different cashless settlement systems for Partners and Programme Organisers. The Programme Organiser may also use systems of external Payment Operators made available in the Application to pay a Partner for a service or goods via the Application.
11. e. Where the balance of the Programme Organiser's funds in the Programme does not fully or partially cover the purchase of goods or services from a Partner, the Programme Organiser may, using the systems of Payment Operators, supplement the purchase with other funds. Where such funds are not fully used during purchases, the remaining amount may be returned to the Programme Organiser upon its request, or the Programme Organiser may use them via other Application functions.
12. Funds held in trust by the Service Provider. All funds which, as a result of the Programme Organiser's use of the Application and Programme, may be held by the Service Provider as trustee of a deposit, remain the property of the Programme Organiser until the realisation of the Programme Organiser's intended business purpose and their use within the Programme or their return to the Programme Organiser. This provision does not apply to funds transferred by the Programme Organiser in the form of a reward; such funds are made available to the Programme Participant at the time of their award by the Programme Organiser.
13. Withdrawal of funds by the Programme Organiser. The Programme Organiser is entitled to withdraw the deposited funds in whole or in part at any time. In this regard, the Programme Organiser releases the Service Provider from all liability, in particular from claims by Programme Participants in this respect.
14. External Services. In connection with the cooperation of the Parties, Nais, Partners or Associated Entities may offer the Programme Organiser other services that are not provided using or through the Application – including, inter alia, employee referral programmes, programmes supporting HR functions, and employee training. The terms and conditions for the provision of such services shall be specified in the Order or a separately concluded agreement and (where applicable) the terms and conditions relating to the ordered services or other documents concerning the use of the given service.

III. COMPLAINTS

1. Problems and comments related to the operation of the Application may be reported by the Programme Organiser by submitting them to the e-mail address provided in the Application.
2. A complaint shall be examined by the Service Provider within no more than 14 days from the date of submission, provided that the right to submit a complaint shall not be available if more than 30 days have elapsed since the date on which the event giving rise to the complaint occurred. In situations where resolving the matter requires cooperation between the Service Provider and third parties (e.g. Payment Operators, Partners, etc.), the time limit for examining the complaint may be extended to 30 days.

IV. FEES

1. General billing conditions. The Parties establish the following general principles regarding the remuneration due to Nais from the Client in connection with the provision of Services.
2. Detailed billing conditions. The detailed billing conditions, including the amount of remuneration and payment rules, are established individually in the Order.
3. Data transmission costs. The Programme Organiser shall at all times bear, at its own expense, the data transmission costs associated with the use of the Access Device – in accordance with the rules of the Internet service provider used by the Programme Organiser.
4. Charges. The Service Provider makes the Application available to the Programme Organiser on a paid basis as a rule, unless otherwise indicated in the Order (e.g. a free trial period). The Service Provider may periodically make paid Application functions available to Programme Organisers at a reduced price for promotional purposes or free of charge for testing purposes (on a time-limited basis).
5. Fees. Subscription Fees are paid in advance for each Subscription Period, unless otherwise indicated in the Order – in accordance with the Order. Implementation fees and any Additional Fees are paid at the times indicated in the Order.
6. Invoice issuance date. Nais shall issue VAT invoices within the time limit provided in the Order, but no later than required by the applicable tax regulations. Payment of the relevant invoice shall be made within the time limit and to the bank account of Nais indicated on the invoice.
7. Payment date. The payment date shall be the date on which the Client's bank account is debited.
8. Net amounts. All amounts under the Agreement, in particular in the Order, are net amounts, meaning they will be increased by value added tax and any other charges arising from applicable law.
9. Payment methods. The Subscription Fee and Additional Fees may be paid by bank transfer, credit or debit card payment, or electronic internet payment systems.
10. Late payment. In the event of a delay by the Client in paying an invoice exceeding 14 days, Nais shall be entitled to temporarily suspend service provision by blocking some functionalities or completely blocking access to the Application. Access to blocked functionalities or the Application shall be restored within 5 business days from the date of settlement of the outstanding amounts. In the event of a delay exceeding 2 months, Nais shall be entitled to terminate the Agreement with immediate effect. For each day of delay in paying the remuneration due to the Service Provider on the basis of invoices or debit notes, the Client shall pay statutory interest to the Service Provider.
11. Indexation. All Nais service prices set out in the Agreement are subject to automatic annual adjustment by the annual consumer price index published by the President of the Central Statistical Office. The first adjustment shall take place in the year following the year in which the Agreement was concluded. If the aforementioned index is published after 31 January of a given year, the Client shall be obliged to pay the corresponding adjustment of fees due to the Service Provider from January of that year until the month in which the index is published.

V. LIABILITY OF THE PARTIES

1. Application Availability. Under the Agreement, Nais does not guarantee the Client constant and uninterrupted availability of the Application; however, Nais undertakes to make every effort to ensure that the average availability of the Application in each calendar month is not less than 99.9% of time and that failures are remedied as quickly as possible. Maintenance works shall be carried out within standard maintenance windows set by the Service Provider during periods of the lowest Application load.
2. Client's Liability. The Client bears full liability for the consequences of providing the Service Provider with incorrect data or information under the Agreement, unless otherwise arising from the Agreement or agreed in writing between the Parties. The Client shall also bear full liability for persons acting on its behalf or using the Services through the Client (including, inter alia, Users), as for its own actions or omissions, in particular in respect of persons using the Company Profile.
3. Nais Liability – Exclusions. Nais shall not be liable in the following circumstances:
4. a. User Circumstances. Nais shall not be liable if the improper functioning of the Application was the result of incompatibility of the Programme User's browser or operating system, the User's excessively slow Internet connection, or force majeure.
5. b. Programme Organiser's Work. The Service Provider shall not be liable for the quality or accuracy of the work performed by the Programme Organiser in the Application.
6. c. GTC Violations. Nais shall not be liable for any damages suffered by the Programme Organiser or third parties as a result of using the Application, nor for damages suffered by the Programme Organiser or third parties in connection with their violation of the applicable GTC. In particular, the Service Provider shall not be liable for damages resulting from the use or inability to use the Application, lost profits of the Programme Organiser, damages arising from the loss or modification of the Programme Organiser's data, or any other damages arising from non-compliance with the provisions of the GTC.
7. d. Partners' Services. The Service Provider shall not be liable for the quality or accuracy of services provided by Partners or the quality of goods sold by them.
8. e. Partners' Offers. The Service Provider shall not be liable for the content of Partners and the offers of Partners placed in the Application and, except in cases of obvious violation of the law or good practice, shall not interfere with them.
9. f. Data Loss. Securing data (logins and passwords) is always the responsibility of Programme Participants or the Client, as applicable. Nais shall not be liable for the loss by the Client or through the Client's fault (or by Programme Participants or through their fault) of logins or passwords and, consequently, of the Client's or Programme Participants' data, unless such loss is due to the sole fault of Nais.
10. g. Lost Profits. Nais's liability for lost profits and indirect damages is excluded.
11. Limitation of Liability. The total aggregate contractual liability of Nais in connection with the performance of the Agreement shall be limited to twice the Client's monthly Subscription Fee. Nais's tortious liability shall be governed by the general rules.

VI. PERSONAL DATA PROCESSING RULES

1. Data Protection Law. The Service Provider and the Programme Organiser are obliged to comply with the provisions of Applicable Law, in particular Data Protection Law.
2. Users' Personal Data. The Service Provider ensures proper protection of the personal data of Users, including Programme Participants. All personal data provided by the Programme Organiser shall be collected, stored and processed in accordance with the principles of Data Protection Law.
3. Data Processing Agreement. Personal data of Programme Participants entrusted to the Service Provider by the Programme Organiser in connection with the use of the Application may be processed by the Service Provider on behalf of the Programme Organiser solely in connection with the performance of the Agreement concluded with the Programme Organiser, on the terms set out in the Data Processing Agreement (DPA), available at the URL indicated in the Order.
4. Privacy Policy. Detailed information regarding the processing of personal data of Users, including Programme Participants, is set out in the Privacy Policy, available at: https://www.nais.co/pl/legal/privacy-policy.

VII. CONFIDENTIALITY

1. Definition of Confidential Information. Confidential Information – regardless of the form in which it is recorded or transmitted – means information of the Parties that has not been made public but has been disclosed to the other Party in connection with the performance of the Agreement, which the disclosing Party has marked as confidential or has otherwise notified the other Party that it treats as confidential. Confidential Information also includes information disclosed to a Party during the proceedings preceding the conclusion of the Agreement, marked as confidential.
2. Confidentiality Obligation. The Parties mutually undertake to:
3. a. not disclose Confidential Information to other entities without the consent of the other Party, granted in writing under pain of nullity;
4. b. use Confidential Information solely for the purposes of performing the Agreement;
5. c. not reproduce Confidential Information to a greater extent than is necessary for the performance of the Agreement;
6. d. protect received Confidential Information against access by unauthorised persons to the extent necessary to maintain its confidential nature, but at least to the same extent as the Party protects its own trade secrets.
7. Disclosure within an organisation. The Parties may, where necessary for the performance of the Agreement, disclose Confidential Information to their personnel, subcontractors and legal advisors, provided that the use of Confidential Information by such persons may not exceed the scope in which the Parties themselves may use it. The Parties shall bind such persons to maintain confidentiality. The Parties shall be liable for breaches caused by such persons and entities as for their own actions and omissions.
8. Disclosure required by law. The Parties are additionally entitled to disclose Confidential Information to the extent required by mandatory provisions of law or by a decision of a competent authority.
9. Separate non-disclosure agreement. Where the Parties have concluded a separate agreement regarding mutual confidentiality, the contractual provisions shall take precedence over the provisions of this section.

VIII. DURATION AND TERMINATION OF THE AGREEMENT

1. Duration of the Agreement.
2. a. The Agreement (Order) is effective from the date of signing.
3. b. Service provision commences with implementation works ending with the Implementation. Until the Implementation, the Client is not entitled to terminate the Agreement – clause 7(b) below shall apply.
4. c. On the day following the Implementation, the Subscription Term commences. It is presumed that the Subscription Term runs for an indefinite period, unless otherwise indicated in the Order.
5. Subscription Term – definite period.
6. a. During a Subscription Term for a definite period, the Parties are not entitled to terminate the Agreement.
7. b. Unless the Parties agree otherwise in the Order – upon expiry of the Subscription Term for a definite period, the Agreement is automatically extended for an indefinite period, unless at least one month before the end of the definite Subscription Term specified in the Order, either Party objects to the extension for an indefinite period. Following the extension, clause 3 below shall apply.
8. Subscription Term – indefinite period. In the case of a Subscription Term running for an indefinite period, the Parties are entitled to terminate the Agreement with 3 months' notice (unless otherwise specified in the Order), effective at the end of a calendar month.
9. Termination with immediate effect. The Parties are entitled to terminate the Agreement with immediate effect in the cases provided for in this Agreement.
10. Automatic termination of the Agreement. The Agreement shall terminate automatically, without the need for notice, where the Programme Organiser ceases or suspends its business activity or is placed in liquidation. The Programme Organiser is obliged to notify Nais immediately of the occurrence of the circumstances referred to in the preceding sentence.
11. Consequences of termination of the Agreement. In the event of termination of the Agreement with the Client, the Programme (to the extent of enabling use of the Programme Organiser's funds) shall be blocked for Programme Participants enrolled by that Programme Organiser within 2 business days from the date of termination. Programme Participants of that Programme Organiser shall be informed of the planned blocking of their access to the extent of enabling them to use the Programme Organiser's funds and of the need to promptly complete any transactions in progress using such funds.
12. Consequences of termination with immediate effect. In the event of termination of the Agreement in the manner described in clause 4 or clause 1(b) or clause 2(a) above:
13. a. Due to reasons attributable to Nais: all prepaid amounts shall be refunded to the Client to the extent that the Client has not used the Services that were paid for.
14. b. Due to reasons attributable to the Client: the Client shall not be entitled to a refund of prepaid amounts; furthermore, the Client shall be obliged to pay Nais the full remuneration that Nais would have received during the Subscription Term had it continued for the originally agreed duration; or, in the case of a Subscription Term for an indefinite period – remuneration equal to 3 months of remuneration due to the Service Provider from the Client for the last three months of Service provision preceding the termination. In the event of termination submitted during the Implementation period in breach of clause 1(b) above, the Client shall additionally pay Nais in full the implementation fees and any additional fees in accordance with the Order.
15. Blocking access to the Application. In the event of non-performance or improper performance of obligations arising from the Agreement, and in particular the GTC, the Service Provider may temporarily or permanently block the Programme Organiser's access to and ability to use the Application – and the Programme Organiser shall have no claims in this regard.
16. Termination of the Order/Agreement. The Parties state, for the avoidance of doubt, that termination, expiry or dissolution of the Order entails termination, expiry or dissolution of the Agreement – and vice versa.

IX. FINAL PROVISIONS

1. Amendments to the GTC. The Service Provider reserves the right to amend these GTC. The Programme Organiser shall be informed thereof by e-mail and by making the current text of the GTC available in the Application. The Service Provider ensures the Programme Organiser ongoing access to the GTC from within the Application, in a manner enabling the GTC to be stored and reproduced in the ordinary course of business.
2. Notification of GTC amendments. Amendments enter into force on the date specified by the Service Provider, which shall be no less than 5 days from the notification of the Programme Organiser of the upcoming GTC amendment. Within 5 days of the notification of the Programme Organiser of the upcoming GTC amendment, the Programme Organiser is entitled to submit to the Service Provider a declaration of non-acceptance of the amendments. The declaration must be submitted in writing to the Service Provider's registered office address or to the e-mail address provided on the Service Provider's website. Delivery of such a declaration automatically results in the cessation of the Programme Organiser's entitlements to use the Application and the blocking of its account. In such a case, the procedure described in Chapter VIII, clause 6 shall apply.
3. Notices. All notices related to the exercise of the Parties' rights and obligations arising from the Agreement shall be sent to the Coordinators' addresses by e-mail.
4. Governing law and jurisdiction. The Agreement is governed by Polish law. All disputes arising from or in connection with the Agreement shall be resolved amicably by the Parties within one month from the date on which either Party submits a request for dispute resolution. In the event that it is not possible to resolve a dispute amicably within the aforementioned period, either Party may submit it for resolution by a court of general jurisdiction. The Parties agree on the local jurisdiction of the court having jurisdiction over Nais's registered office.
5. Force Majeure. Neither Party shall be liable for the non-performance or improper performance of obligations arising from the Agreement caused by force majeure circumstances. Force majeure means all circumstances that are unforeseeable or impossible to avoid even if foreseen, which are beyond the control of the Parties and prevent them from fulfilling their obligations in whole or in part, such as: fires, floods, wars and strikes, pandemics. The deadlines for the performance of obligations arising from the Agreement shall be extended by the duration of the force majeure event. If a force majeure event lasts longer than 3 weeks, the Parties are obliged to enter into discussions in order to agree on further actions related to the performance of the Agreement.
6. Severability clause. If any part of the Agreement is found by a court or other competent authority to be invalid, the remaining parts of the Agreement shall continue to be regarded as fully binding on the Parties.
7. Consent to communication. The Client consents to Nais referring in its public communications to the fact of the Parties' cooperation and to the innovative character of the Client as a modern employer using advanced tools supporting the building of positive workplace relations. This consent may be withdrawn by the Client at any time.

‍