Minly Marketplace Terms and Conditions for Businesses

§1. General provisions

These terms and conditions (hereinafter the "Terms") set out the rules for using the Minly marketplace (hereinafter the "Marketplace") by entrepreneurs presenting their offers to kindergarten and nursery institutions.

The Marketplace is part of the Minly.pl service. Use of Minly's separate services (e.g. the system for institutions) is governed by their own separate terms and conditions.

Registering a Business account constitutes acceptance of the Terms and a declaration that the Business is entering into the agreement in connection with its business or professional activity (B2B nature).

Marketplace services are provided electronically. Using the Marketplace requires: a device with internet access, a current version of a web browser (e.g. Chrome, Firefox, Safari, Edge) with JavaScript and cookies enabled, and an active e-mail address. The Operator does not charge for access to the Marketplace itself; only the Paid Services described in §8 are chargeable.

The Business is prohibited from providing unlawful content and from using the Marketplace in a manner that disrupts its operation or infringes the rights of third parties.

§2. Definitions

• Operator, Adrian Dudek conducting sole proprietorship business under the name "Weblix Adrian Dudek", ul. Pęckowskiego 2 lok. 2, 32-500 Chrzanów, Poland, NIP 6282213418, REGON 384695065 (entry in CEIDG); the entity operating the Minly.pl service.
• Business, an entrepreneur holding an account in the Marketplace and presenting Offers therein.
• Institution, a kindergarten, nursery or other entity using the Marketplace to browse Offers and contact Businesses.
• Offer, an advertisement published by a Business for a service or product addressed to Institutions.
• Profile, the Business's public listing page in the Marketplace, available at /firmy/{name}.
• Paid Services, chargeable services provided by the Operator to the Business: the Subscription Package and the "Featured" Promotion.
• Package, a chargeable subscription increasing the visibility or scope of functions of the Business account, billed in monthly periods.
• "Featured" Promotion, a chargeable, one-off highlighting of an Offer (marked "Featured" and given a higher listing position) for a specified period.
• Trial Period, a free 3-month period from the registration of the Business under the Standard package, during which use of the basic functions is free of charge.
• "Verified" mark, a free mark granted to a Business after verification of its registration data; it is not a Paid Service or a recommendation by the Operator.

§3. Operator and contact details

The Operator of the Marketplace is Adrian Dudek conducting sole proprietorship business under the name "Weblix Adrian Dudek", ul. Pęckowskiego 2 lok. 2, 32-500 Chrzanów, Poland, NIP 6282213418, REGON 384695065. Contact: e-mail kontakt@minly.pl, phone +48 791 748 958. Correspondence and complaints address: ul. Pęckowskiego 2 lok. 2, 32-500 Chrzanów, Poland.

§4. Nature of the Operator's service (intermediation)

The Operator makes available to Businesses and Institutions a tool enabling the presentation of Offers and the establishment of contact. The Operator acts solely as a technical intermediary providing the Marketplace.

The Operator is not a party to agreements concluded between a Business and an Institution and is not responsible for their conclusion, content or performance, including the quality, timeliness and conformity of the Business's services or products.

Settlements for services provided by a Business to an Institution take place outside the Marketplace, directly between the Business and the Institution. The Operator does not intermediate these payments.

Charges payable to the Operator relate solely to the Paid Services (visibility in the Marketplace) and not to the Business's remuneration for its services.

§5. Registration and Business account

Registration requires providing the Business's data, including the NIP number, and acceptance of the Terms and the Privacy Policy.

The Business undertakes to provide true and current data and to keep it updated. The Operator may suspend or delete an account containing false data or data that violates the Terms.

The Business's e-mail address is subject to verification. Until verification, the scope of account functions may be limited.

§6. Verification and the "Verified" mark

The "Verified" mark is free of charge and is granted after the Operator checks the Business's registration data (e.g. NIP/KRS).

The mark confirms solely that formal verification has been carried out and does not constitute a guarantee, recommendation or warranty by the Operator for the Business or its services. The Operator may withdraw the mark if the grounds for it cease to apply.

§7. Publication of Offers and content

The Business bears sole responsibility for the content of the published Offers and Profile and represents that it holds the rights to the content posted and that it does not infringe the law or the rights of third parties.

The Business grants the Operator a free, non-exclusive licence to present that content in the Marketplace and in materials promoting the Marketplace, to the extent necessary to provide the service.

It is prohibited to publish content that is unlawful, misleading, infringes the rights of third parties, or is unrelated to the Marketplace's profile. The Operator may moderate, hide or remove an Offer that violates the Terms.

Anyone may report potentially unlawful content to the Operator at kontakt@minly.pl. The Operator reviews reports without undue delay and informs the reporting party of the decision taken.

§8. Paid Services, Packages and the "Featured" Promotion

A new Business receives, under the Standard package, a free Trial Period of 3 months. After it ends, further use of the functions covered by the Package requires purchasing the Package. The Premium package does not include a Trial Period.

Prices are net prices; VAT at the rate of 23% is added to each. Standard package: PLN 39.99 net/month (up to 5 published offers). Premium package: PLN 69.99 net/month (up to 15 published offers). Each Package includes coverage in 1 voivodeship; each additional voivodeship is an extra charge: +PLN 15 net/month under Standard and +PLN 10 net/month under Premium. An annual variant (12 months) is available with a 10% discount, payable in advance. Enterprise package, individual pricing (contact).

"Featured" Promotion: price PLN 49 net for 30 days, independent of the Package. The highlighting is one-off and expires upon the lapse of the paid period.

Payments for Paid Services are processed through the Tpay service, operated by Krajowy Integrator Płatności S.A. with its registered office in Poznań, plac Andersa 3, 17th floor, 61-894 Poznań, Poland, entered in the register of entrepreneurs of the National Court Register under KRS number 0000412357 (District Court Poznań - Nowe Miasto i Wilda w Poznaniu, 8th Commercial Division of the National Court Register), NIP 7773061579, REGON 300878437, share capital PLN 5,494,980.00 paid up in full, a domestic payment institution supervised by the Polish Financial Supervision Authority (KNF). Available payment methods: BLIK, fast online transfer (pay-by-link) and payment card. The agreement for a Paid Service is concluded at the moment the Business pays for the order, and the Paid Service is activated promptly after the payment is credited by the payment operator, no later than within 24 hours. The rules for carrying out the payment transaction itself are set out in the Tpay service terms and conditions available at https://tpay.com/regulamin.pdf.

The Package does not renew automatically. Extension for a further period requires a deliberate action by the Business (a new purchase); before the end of the period the Operator may remind the Business of the possibility to extend. Failure to extend means the expiry of the Paid Services and regional coverage at the end of the paid period.

§9. Settlements and invoices

Before payment, the Operator makes available a pro forma invoice, and after the payment is credited, issues a VAT invoice.

Invoices are issued and made available in electronic form, to which the Business consents. The Business is responsible for the correctness of the invoicing data provided.

§10. Duration, termination and cancellation

The Business may cancel the Package at any time. Cancellation takes effect at the end of the current, paid billing period; until then the Package remains active.

The fee for a billing period already begun and for a used "Featured" Promotion is non-refundable, unless mandatory provisions of law provide otherwise.

By accepting the Terms, the Business declares that it is entering into the agreement as part of its business activity and that the agreement is professional in nature for it (the Marketplace services promote its business), and therefore the right of withdrawal within 14 days does not apply. If, in a specific case, a Business that is a natural person conducting business activity enters into an agreement directly related to its business but not of a professional nature for it (an entrepreneur with consumer rights), it is entitled to withdraw from the agreement within 14 days of its conclusion, without giving a reason, by a declaration sent to kontakt@minly.pl. When ordering a Paid Service, such a Business requests its prompt activation upon crediting of the payment and acknowledges that, once the service has been fully performed by the Operator, it loses the right of withdrawal (Article 38(1)(13) of the Consumer Rights Act), and that, in the event of withdrawal before full performance, it will pay for the performance rendered up to the moment of withdrawal.

The Operator may terminate the agreement or suspend the account in the event of a breach of the Terms, subject to a 14-day notice period; in the event of a gross breach of law or the Terms, with immediate effect.

§11. Contact with Institutions and data protection

Contact between a Business and an Institution takes place through the Marketplace's protected mailbox. It is prohibited to use Institutions' data for purposes other than responding to an inquiry, and to circumvent the contact protection mechanisms.

The Business undertakes to process data obtained through the Marketplace in accordance with applicable law, including the GDPR.

§12. Reviews

An Institution that has contacted a Business may leave a review. The Business may publish a response. The Operator may moderate reviews that violate the Terms or the law.

§13. Operator's liability

The Operator makes efforts to ensure the Marketplace functions properly, but does not guarantee uninterrupted availability and reserves the right to technical interruptions and functional changes.

The Operator does not guarantee that the Business will acquire customers or any specific result from using the Paid Services.

The Operator's liability towards the Business for non-performance or improper performance of the agreement is limited to actual damage (excluding lost profits) and, in aggregate, to the amount of net remuneration paid to the Operator by the Business for Paid Services in the 12 months preceding the event causing the damage. This limitation does not apply to damage caused intentionally or to cases in which mandatory provisions of law exclude the possibility of limiting liability; towards a Business that is an entrepreneur with consumer rights, the limitation applies only to the extent permitted by the provisions on unfair contractual terms.

§14. Complaints

Complaints regarding the improper functioning of the Marketplace or of the Operator's Paid Services (e.g. service unavailability, a billing error concerning a subscription or the "Featured" promotion, an incorrect charge) may be submitted to kontakt@minly.pl. A complaint should include the Business's details, a description of the problem and the date it occurred and, if applicable, the transaction or document number. Complaints concerning the payment transaction itself (e.g. an account debit without service activation, a duplicate charge) may be submitted by the Business to the Operator, who will forward it to the payment operator, or directly to Krajowy Integrator Płatności S.A. (Tpay) on the terms set out in the Tpay service's terms and conditions.

The Operator considers a complaint within 14 days of its receipt and informs the Business of the outcome by e-mail. If additional information is needed to consider the complaint, the Operator will request it, and the time limit will run from its provision.

A complaint does not cover circumstances beyond the Operator's control, in particular: force majeure, failures or interruptions on the part of external providers (including the payment operator, hosting), previously announced technical interruptions, and the improper functioning of the Business's devices or internet connection. Complaints concerning the quality, timeliness or conformity of services provided by Businesses are directed to the relevant Business; the Operator, as an intermediary, is not liable for them.

§15. Personal data

The rules for processing personal data are set out in the Privacy Policy. The roles of data controllers and any processing entrustment are set out in the Privacy Policy and in separate agreements, where required.

§16. Changes to the Terms

The Operator may amend the Terms for important reasons (e.g. a change in the law, in the scope of services, or in the price list). The Business will be notified of the change at least 14 days in advance.

Each version of the Terms is marked with a version number and effective date. Material changes may require re-acceptance of the Terms in order to continue using the Paid Services.

§17. Final provisions

In matters not regulated herein, Polish law applies.

The court having jurisdiction to resolve disputes is the court competent for the Operator's registered office. This provision does not apply to a Business that is an entrepreneur with consumer rights; in such a case, jurisdiction is determined under the general rules.

If any provision of the Terms proves invalid, the remaining provisions remain in force.