This document constitutes the terms and conditions for the provision of electronic services and the conclusion of contracts through the website www.selmo.io, concerning the Selmo application offered by Selmo spółka z ograniczoną odpowiedzialnością, with its registered seat in Kraków (31-503), Lubicz 27/40, entered into the Register of Entrepreneurs of the National Court Register under KRS number: 0000942376, NIP: 6751756693, REGON: 520149870, which registration files are kept by the District Court for Kraków-Śródmieście in Kraków, XI Economic Division of the National Court Register, share capital: PLN 5150.
You can contact Selmo Sp. z o.o. using the following contact details: kontakt@selmo.io
Terms used hereafter shall have the following meaning:
Integration - the facilitation of communication offered by the Operator as part of Selmo - using an application programming interface (API) - with the software designed for the use of the External Services,
Consumer - a natural person who concludes a Transaction for purposes which are not directly related to business activities,
Account - a set of resources maintained for the Seller by the Operator under a unique name (login), in which the Operator's data and information about its activities within Selmo are collected, enabling the conclusion of the Contract and use of Selmo functionalities,
Buyer - a natural person running or not running business activities, as well as a legal person or an organisational unit, to which a legal capacity is granted by a law, concluding a Transaction with the Seller, using Selmo,
Offer - information concerning the Product published by the Seller using Selmo or any other communication channel in which the entrepreneur informs about or promotes the Product,
Trial Period - a period of free use of Selmo by the Seller, under the conditions specified in the Terms and Conditions,
Operator – Selmo spółka z ograniczoną odpowiedzialnością,
Partners - entities offering External Services for which the Operator provides Integrations,
Entrepreneur - a natural person conducting business activity, if the conclusion of the Contract or Transaction (depending on whether the term is used in relation to the Seller or the Buyer) is directly related to his business or professional activity, as well as a legal person and an organisational unit which is granted legal capacity by the legal act,
Entrepreneur-Consumer - a natural person running a sole proprietorship who concludes a Contract or performs a Transaction (depending on whether the term is used in relation to the Seller or the Buyer) for the purpose directly related to his business activity, if the Contract or Transaction is not of a professional nature for him,
Terms and Conditions – this document and its annexes,
Selmo - computer software made available by the Operator under the trade name Selmo, used to facilitate the process of concluding distance contracts for the sale of Products by Sellers,
Website – the website available at www.selmo.io, through which the Seller may register an Account, conclude a Contract, and access Selmo,
Seller – Entrepreneur using Selmo, based on the Contract,
Product – tangible items that are the subject of the Transaction, which at the same time are not items for which Article 38 of the Consumer Rights Act requires a separate declaration in order for the performance of the contract to commence before the expiry of the deadline for withdrawal from a distance contract,
Transaction - sales contract concluded between a Seller and a Buyer via the Platform,
Contract - a contract for the use of Selmo concluded between the Seller and the Operator, the content of which consists of the Regulations and the Terms and Conditions,
Contract - a contract for the use of Selmo,
External Services - services supporting the sale of Products using Selmo, in particular payment and courier services, for which the Operator has made Integrations available,
Regulations - the rules according to which the Seller concludes the Contract, in the part not regulated in the Terms and Conditions, made available to the Seller on the Website or in another communication channel.
The Contract may be concluded with the Operator exclusively by an Entrepreneur. The condition for the Entrepreneur to conclude the Contract is to be listed in the Central Register of Business Activity and Information (if the Entrepreneur is a natural person) or in the Register of Entrepreneurs of the National Court Register - if the Entrepreneur is a legal person or an organisational unit with legal capacity or an equivalent register to the above maintained by courts or an authority of countries belonging to the European Economic Area. The Contract with the Operator may also be concluded by persons conducting an unregistered business referred to in Article 5 of the Act of 6 March 2018 Entrepreneurs' Law. In such a case, the Operator may require the presentation of documents confirming the identity of the Entrepreneur.
The use of Selmo requires:
having an e-mail account,
having a computer device (including a tablet or smartphone) with Internet connection and a web browser with javascript and cookies enabled.
If the Seller is a natural person, he may enter into the Contract only if he has full legal capacity. If the Seller is a legal person or an organizational unit with legal capacity, the Contract may be concluded on its behalf by a person authorized to represent it under the law or such a person to whom a power of attorney has been granted. If there are reasonable doubts concerning the authority to represent the person acting on behalf of the Seller, the Operator may request documentation of the authority to represent the Seller.
A Seller is prohibited from providing illegal content to the Website and Selmo and from undertaking any actions that destabilise their operation or impede their use by other users. In the event of a breach of this prohibition, the Operator may deprive the Seller of the right to use the Website and Selmo.
The use of the Website and Selmo is associated with specific risks, such as an attempt by other persons to impersonate the Operator and thus defraud Sellers of data or money, or an attempt to illegally intercept communications between the Operator and the Seller and between the Seller and the Buyer. In order to minimise the risk of these threats mentioned hereinabove, the Operator uses various safeguards, including in particular the SSL certificate, which provides encryption of the communication between the Operator and the Seller and between the Seller and the Buyer (i.e. prevents it from being "read" by other Internet users), and also allows the Sellers to verify that the website they are visiting is definitely the Website.
The Sellers are advised to take steps to increase security, in particular:
each time, carefully verifying that the page they are on is definitely the Website (in particular, that there are no typos in the address and that there is a green padlock symbol next to it),
to use the Website and Selmo only on computer devices protected by anti-virus and firewall software,
to avoid using public, non-password-protected WiFi networks,
to comply, when using the Integration, with the security guidelines specified by Partners offering certain External Services.
Prior registration of the Account is necessary for the use of Selmo and conclusion of the Contract.
The Account is used to conclude a Contract, and once concluded, it is necessary to use the Selmo functionalities.
In order to register the Account, the Seller is obliged to fill in a form on the Website. The Seller is obliged to provide true data in the form.
If the Operator has reasonable doubts as to the authenticity of the data provided or as to whether the person registering the Seller is authorised to do so, the Operator shall be entitled to withhold the activation of the Account or to suspend it until the relevant documents and explanations have been submitted to the Operator.
The Seller’s use of Selmo is subject to a fee, unless otherwise stated in the Terms and Conditions. The Operator is entitled to remuneration as stipulated in the Price List, according to the offer selected by the Seller.
The Operator's remuneration shall be payable in advance for the entire period for which the Contract is concluded, on the date of commencement of the billing period.
The Operator provides the following payment methods:
The Contract is concluded for the period specified in the Regulations.
In the event that the payment method is selected via quick transfer or bank transfer, the Contract shall only be extended to the next corresponding billing period (or other if the Seller selects other Regulations) if, at the latest on the last day before the end of the existing period, the Seller makes the payment of the Remuneration for the next billing period and it is credited to the account of the Operator.
If the payment method is selected by accepting debit from a payment card, the Contract shall be extended for successive periods if the Seller does not cancel the continuation of the Contract by making an appropriate instruction in the Account settings by the last day of the respective period. In addition to the first payment, further payments shall be made by collection on the day prior to the start of the new term of the Contract. The Seller is obliged to ensure that on the due date of payment, there is a sufficient amount in his bank account linked to the payment card to pay for the subscription. If it is not possible to collect funds from the Seller's account, the Operator will attempt to debit the Seller's account several times. In the event of unsuccessful attempts to debit, the Operator has the right to cancel the renewal of the Contract and terminate it with immediate effect.
If the Operator has withdrawn the Regulations under which the Seller has concluded the Contract, an extension of the Contract in accordance with paragraphs 7 or 8 shall not be possible and a new Contract shall be required.
The Seller which registers the Account for the first time and has not previously concluded a Contract shall be entitled to conclude a Contract for the free use of Selmo for a period of 7 days from the conclusion of such Contract.
The Operator may limit the Selmo functionalities available during the Trial Period by giving relevant notice in the Regulations prior to the conclusion of the Contract regarding the Trial Period.
The non-payment of the Trial Period does not affect any payments to Partners for the use of External Services.
The Seller may only use the Trial Period once.
The provisions of this paragraph shall not affect the right to withdraw from the Contract arising from other provisions of the Terms and Conditions or the applicable law.
The Seller shall be obliged:
1.1. to comply with the Terms and Conditions
1.2. to comply with the provisions of applicable law in connection with the use of Selmo, in particular:
1.5. not to introduce unlawful content into Selmo (in particular as regards the Offers), in particular:
The Seller is obliged to discontinue offering the following Products through Selmo:
explosives
weapons,
tobacco,
intoxicating substances,
alcohol,
pornographic content,
human or animal organs
medicines,
live or dead animal specimens. .
The Seller is obliged to discontinue the sale of certain Products if the Partner requires this in the terms and conditions of a particular External Service and the Seller intends to use Integration with relation to that External Service.
The Operator within Selmo may make Integrations available.
The current list of Integrations can be found at https://app.selmo.io/ustawienia/.
The list of Integrations does not form part of the Terms and Conditions, Regulations or the Contract. The list of available Integrations may be changed at any time by the Operator.
The Operator shall not be liable for the Seller's inability to use the Integration due to the Partner's failure to meet technical, formal or legal requirements.
The Contract is concluded according to the state of Selmo's functionality on the date of its conclusion.
The Operator may make changes to the functionalities if this does not affect the essence of Selmo.
Adding new functionalities or extending existing functionalities does not constitute an amendment to the Contract.
Removing or limiting functionality, as well as changing Selmo's existing technical requirements in such a way that the Seller will not be able to comply with without cost and undue inconvenience, shall constitute an amendment to the Contract. Such changes require 14 days' notice to be given to the Sellers via email, in which case the Seller has the right to terminate the Contract with immediate effect. This right must be exercised at the latest within 30 days of the change. If the Contract should be terminated before the end of the commenced billing period for which the remuneration due has been paid, the Operator shall refund a proportionate part of the remuneration for the unused period.
The provisions of this paragraph shall not apply to Integration.
The Entrepreneur-Consumer shall have the right to withdraw from the Contract within 14 days of its conclusion.
In order to meet the deadline it is sufficient to send a declaration of withdrawal from a distance contract. The declaration should be made in writing or electronically, using the contact details referred to in § 1.2. The Entrepreneur-Consumer may use the template constituting Annex no. 2 to the Terms and Conditions.
As a result of legally effective withdrawal from a distance contract, the Contract is considered not concluded.
The Operator shall, within 14 days of receipt of the notice of withdrawal, be obliged to return to the Seller the payments made by the Seller, using the same method of payment made by the Seller, subject to paragraph 4.
If the Seller requests performance of the Contract before the expiry of the withdrawal period, in the event of exercising this right, the Seller shall bear the cost of services received until the withdrawal
The Operator may terminate the contract for the use of Selmo with the Seller at thirty days' notice (unless the duration of the Contract is shorter in accordance with the Regulations) if, despite the Seller having been previously requested by the Operator to cease certain actions or omissions that violate the provisions of the Terms and Conditions, in particular the obligations under § 8, it continues to do so.
The Seller with whom the Contract has been terminated pursuant to subparagraph 1 shall be entitled to re-register the Account only with the prior consent of the Operator.
In the event of termination of the Contract, the rights to publish Offers on Selmo shall be suspended.
If the Contract is terminated pursuant to this paragraph before the end of the paid billing period, the Seller, being an Entrepreneur-Consumer, shall be entitled to a refund of the unused part of the Remuneration (i.e. for the period by which the Contract was shortened and the period of suspension of the right to publish Offers).
The Operator has the right to remove from Selmo Offers that violate the provisions of the Terms and Conditions or suspend their visibility.
By placing any content on Selmo, in particular as part of an Offer, the Seller declares that
Grants to the Operator for an indefinite period of time, not less than 5 years, a royalty-free, non-exclusive license with the right to grant further licenses, valid throughout the world, in all fields of use known at the time of the conclusion of the Contract, and in particular the following: application, exploitation, marketing, printing, sale, lease, lending, rental, donation, display, use, storage, adaptation, modification, alteration, translation, dissemination on the Internet and in closed networks, public exhibition and making available, display, reproduction, broadcasting, re-broadcasting, making available on the Internet, digital television, installation, recording on any medium, recording and copying by digital and analogue equipment, processing, re-creation, use in trademarks, placing in computer memory or on a computer network, distribution of their fragments, use in advertising, permanent or temporary fixation or reproduction in whole or in part, by any means and in any form, irrespective of format, system or standard, including the introduction into computer memory and the permanent or temporary fixation or reproduction of such records, including the making of copies and the free use and disposal of such copies, broadcasting on demand, duplication on CD, DVDs, blue-Ray discs, computer storage devices, flash drives, authorisation to create derivative works and alterations and to use and dispose of such derivative works in all fields of use specified in the Contract, and the right to make them available for use, including licensing them to third parties, in all fields of use.
Assures the Operator that the publication of this content will not infringe the rights of third parties, in particular:
Author's economic rights,
Author's subsidiary rights,
Author’s moral rights,
Trademark protection rights,
Patent rights,
Protection rights for utility models or industrial designs,
Personal rights,
Secrecy of the company,
Database rights,
Image rights.
Assures the Operator that the publication of this content will not constitute an act of unfair competition
Assures the Operator that if the content contains images of any persons, those persons have consented to such dissemination of their image and will not revoke their consent for the duration of the publication of that content in Selmo
Assures the Operator that it is entitled to make the representations referred to in points a-d.
If, as a result of the untruthfulness of the statements referred to in subparagraph 1, any person has brought a claim against the Operator or a state authority or a court has commenced any proceedings against the Operator, § 16 subparagraph 6 shall apply.
The Operator is obliged to provide access to Selmo in a defect-free manner i.e. in accordance with the content of the Contract. The Seller ensures that the Website will be available at least 95% of the time each month.
The Seller has the right to submit a complaint to the Operator regarding the functioning of the Website and Selmo.
Complaints may be submitted via the contact details provided in § 1.2.
In the complaint, the Seller should provide data making it possible to identify the Seller and a description of the reported irregularity.
The Operator undertakes to consider the complaint within 14 days of its receipt, and if, in particularly justified cases, this proves impossible - to inform the Seller within this period about the reasons for this situation and the final date for considering the complaint.
Any disputes between the Operator and the Entrepreneur-Consumer arising from these Terms and Conditions shall be resolved by a common court of competent jurisdiction.
In cases of disputes between the Operator and Sellers other than the Entrepreneur-Consumer, all disputes shall be resolved, at the choice of the party initiating the proceedings, by the Ultima Ratio First Electronic Arbitration Court at the Association of Notaries Public of the Republic of Poland in Warsaw in accordance with the provisions of the terms and conditions of this Court in force on the date of commencement of the proceedings, or by a common court with jurisdiction over the registered office of the Operator.
The Operator is not a party to the Transaction. It is not responsible for the performance of the Transaction by the Seller and the Buyer.
The Operator is not a party to any agreements between a Seller and a Partner concerning the use of External Services. It is not responsible for the performance of such agreements by the Seller and the Partner.
The Operator shall not be liable for the Seller's performance of obligations in connection with the use of Selmo referred to in § 8, in particular the information obligations indicated therein.
The Operator shall not be responsible for the consequences of using the legal document templates provided in Selmo to fulfil the legal obligations of the Seller. Such templates are not in the nature of legal advice. The Seller is entitled to use such documents solely in connection with the use of Selmo.
If any entity has brought claims against the Operator in matters concerning the Seller for which the Seller is not liable in accordance with the provisions of this paragraph, the Seller shall immediately release the Operator from any liability. The above shall apply mutatis mutandis to situations in which a court or a state authority has initiated proceedings against the Operator concerning infringements of the law to the extent referred to in this paragraph for which the Operator is not liable.
To the fullest extent possible under the law, the Operator's liability for non-performance or improper performance of the Contract shall be excluded.
The Operator has the right to amend the Terms and Conditions
Amendments to the Terms and Conditions shall come into force within 15 days from the date of notification to Sellers by e-mail and publication of the new content of the Terms and Conditions on the Website.
If the change is in any way less favourable to the Seller than the previous wording of the Terms and Conditions, and the Operator does not allow the Seller to use Selmo on the terms and conditions from before the change, the Seller has the right to terminate the Contract with immediate effect. This right must be exercised within 30 days from the effective date of the change. If the Contract was to be terminated before the end of the fully paid billing period, the Operator will return to the Seller a proportional part of the remuneration paid.
The provisions of subparagraphs (2) and (3) shall not apply where the need to make a change results from the provisions of law or an enforceable decision of a court or administrative authority.
In matters not regulated by the Contract, Polish law shall apply.