1. General provisions

The provisions set out in these Regulations define the scope and conditions of using the Services by the Customer who, when ordering the Services, declares that he accepts it in full.

2. Definitions

1. Nokaut – Sales Intelligence sp. z o.o. with its seat in Gdynia (81-526), ul. Jodłowa 1/3, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for Gdańsk Północ in Gdańsk, 8th Commercial Division under the number KRS 0000847644, NIP: 7010360301, REGON: 146393710 being the owner of the Website;
2. Website – a website available in the internet domain www.nokaut.pl, operated by Nokaut, used in particular to present, compare the Goods and provide space for concluding purchase and sale contracts between the Buyer and the Store
3. Customer – a natural person running a business, a legal person or an organizational unit without legal personality, commissioning Nokaut to provide Services by completing the electronic registration form available on the Website and accepting the Regulations;
4. Store – the Customer’s online store under a unique domain, using the Internet to present offers and conclude transactions;
5. Services – services provided by Nokaut, which enable the presentation, advertising and promotion of the Store’s commercial offer on the Website and on other websites cooperating with Nokaut, as well as services consisting in providing space for the conclusion of purchase and sale agreements between the Buyer and the Store;
6. Commercial information – information containing, in particular, a description of the Goods, photos, and information on the prices of the Goods, regarding the sale offer of individual items or the terms of service provided on the Customer’s website, allowing the Customer to be bound with the User, provided by the Customer via a Data File and defined by the Customer at the Seller Center;
7. Site – a set of websites located under a common and unique domain address in the Internet;
8. Data file – a file in the format specified in the integration manual that allows you to obtain Commercial Information from the Customer and present it on the Nokaut website. This document is the only acceptable form of transferring offers from the Customer to Nokaut and its preparation is necessary to start cooperation;
9. Seller Center – an internet application available to the Customer after logging in to the Nokaut websites using an individual login and password, enabling the administration of Commercial Information and defining the conditions for presenting offers for specific products or services placed by the Customer;
10. User – a single Internet user visiting and using the Service;
11. Buyer – a User who purchases the Goods offered by the Customer as part of the Nokaut Shopping Cart service;
12. Nokaut Shopping Cart – a service offered by Nokaut as part of the provided IT mechanism, through which Users may conclude purchase and sale agreements for specific Goods offered by the Stores;
13. Goods – services or products offered by Stores. Goods must be brand new products;
14. Transaction – placing an order by the User in the Store or as part of the Nokaut Shopping Cart service;
15. Agreement – an agreement between the Customer and Nokaut, concluded on the terms described in these Regulations and specifying the terms of using the Services by the Customer;
16. Commission – the percentage of the value agreed with the Customer on the value of each of the Goods in the order plus a fixed fee for each order The fixed fee is not refundable in any case;
17. Redirection – a single click by the Service User on a link redirecting to the Customer’s Store;
18. Redirection Rate (CPC Rate) – the rate for a one-time redirection of the User to the website of the Customer’s Store, which is charged automatically from the Account;
19. List of minimum rates for Redirection – a list of minimum fees that Nokaut charges from the Store for Redirects made in each product category. The list of minimum Redirect Rates is an integral part of the Agreement and is published on the Service and in the Seller Center;
20. Price list – price list of services provided to the Customer as part of the Nokaut Shopping Cart service. The price list is an integral part of the Agreement for the provision of the  Nokaut Shopping Cart service and is published in the Seller Center;
21. Account – a module available in the Seller Center presenting the balance and settlements of payments for the Services provided. The Account has Nokaut points purchased on the terms specified in the Seller Center. The Account balance is reduced by the fees for the Services, including the Redirection Rates;
22. Integration – a technological process consisting in downloading data from the correct Data File and making them available on the Nokaut website;
23. Partner – a natural person running a business, a legal person or an organizational unit without legal personality, cooperating with Nokaut on the basis of a separate agreement, promoting the Website and the Customer’s offer;
24. Registration – filling in the registration form available on the Service, in particular by providing the following data: company name, tax identification number (Customers registered or domiciled in Poland provide the NIP number), REGON number, full contact address with the name of the country, e-mail address and contact telephone number. In the case of a legal person and an organizational unit without legal personality, Registration, as well as all further activities of this entity on the Website, may only be performed by a person who is authorized to perform on behalf of this entity all activities related to Registration and to exercise all rights and obligations of this entity as a Customer;
25. Regulations – means this document;

3. Conditions of concluding the Agreement

1. Registration is required to use the Services.
2. Registration means placing an order for Services, including acceptance of these Regulations, as an integral part of the Agreement of the Parties. At that moment, the Customer will receive access to the Seller Center to the e-mail address provided by him, which is tantamount to confirmation of the offer. Nokaut reserves the right not to accept the Customer’s offer after placing the order without giving any reason.
3. During the Registration or after gaining access to the Seller’s Center, the Customer is obliged to send electronically copies of the following documents: company registration document (a copy of an excerpt from the National Court Register or a certificate of entry in the business register, depending on the form of business; in the case of a civil law partnership) – also articles of association); a copy of the REGON number certificate; a copy of the certificate of granting the tax identification number NIP, and if the customer conducts business that requires a permit or license – copies of these documents. If the Customer conducts business outside Poland – the equivalents of these documents in the language of origin with a sworn translation into Polish. Nokaut reserves the right to ask the Customer to send additional documents, not indicated above, in particular copies of the pages of the identity card or other identity document of the Customer. A customer who is a value added tax (VAT) taxpayer based in the territory of a European Union country other than Poland is obliged to provide the identification number under which he is registered as a taxpayer for intra-community transactions in the country of the place of business for verification in the VIES system. Acceptable formats of sent documents are: PDF., PNG., JPG. Sending the above-mentioned documents is necessary to conclude the Agreement.
4. In the event of any change to the Customer’s data provided during Registration, the Customer is obliged to immediately update it in the Seller Center. If the data is updated after the conclusion of the Agreement, the Customer is obliged to send to Nokaut copies of the relevant documents confirming the change of data. The Customer is forbidden to remove the data referred to in point 2.24. of these Regulations when using the Services, as well as providing incomplete or false data. In a situation where the permit or concession referred to in point 3.3. above has expired, the Customer is obliged to inform Nokaut of this fact and send the current permit or license. In the event of a change in the data of the Customer who uses the additional services of Nokaut, the Customer is obliged to individually contact the Nokaut. Failure to meet the requirements set out in this clause will result in the Nokaut terminating the Agreement with immediate effect.
5. The Customer is obliged to place a data file in the Seller’s Center, on the terms set out in the further part of the Regulations, and to purchase Nokaut points in advance, in a number not lower than that defined in the Seller’s Center.
6. The contract is concluded for an indefinite period of time upon purchase of the Nokaut points referred to in point 3.5. above and to make the Integration. The date of purchase of Nokaut points is the date of receipt of funds for the purchase of Nokaut points on the bank account of Nokaut.
7. If, within 14 days from the date of Registration, the Customer does not purchase Nokaut points and / or does not post the Data File, Nokaut has the right to assume that the Customer has withdrawn from the Service. At this point, Nokaut may block access to the Seller Center.
8. During the cooperation, the Customer has the option to start using additional services offered by Nokaut. The full list of additional services is available in the Seller Center.
9. The use of additional services may take place on the terms and conditions specified in the regulations for the provision of individual services or other documents defining the rules for the provision of these services available at the Seller Center. The Nokaut has the right to refuse the Customer to provide additional services if he breaches the provisions of the Regulations, does not meet the conditions set out in the documents specifying the terms and conditions for the provision of additional services or does not guarantee the use of additional services in accordance with the terms and conditions of using these services.
10. The choice of options confirming the Customer’s will to start using additional services is possible from the moment of concluding the Agreement, specified in point 3.6. of these Regulations.

4. Terms of presenting the Customer’s Commercial Information

1. Nokaut will enable the presentation and / or advertising of the Customer’s Goods offers on the Website on the basis of the current Commercial Information provided in the correct Data File.
2. The customer is obliged to provide current Commercial Information. The Customer is solely responsible for the content of the Commercial Information and for its compliance with the offer placed on its Site.
3. The technical requirements necessary to present the Customer’s Commercial Information on the Website is included in the Integration instructions available on the Website.
4. The Customer prepares the Data File on his own, ensuring that the Goods that are to be indicated in the Commercial Information are accurately described. The customer is responsible for any errors or inaccuracies in such description and guarantees that the content of the data file does not infringe the rights of third parties. Commercial information about the origin of the Goods and its manufacturer, included in the description, must be complete, accurate and not mislead the Users. The description of the Goods may only refer to the subject of a given offer.
5. The Customer indicates the format and location of the Data File using the Seller Center.
6. The data file is then downloaded by the Nokaut mechanisms and connected with the Website database. The frequency of the Data File download is specified in the Seller Center.
7. The condition for the presentation of Commercial Information on the Website is the creation of a link between the Customer’s Commercial Information provided in the Data File and information about the product or service from the Nokaut database.
8. The presentation of the offer after subsequent updates takes place in the manner specified in points 4.3. – 4.7. above.
9. The customer is obliged to fulfill obligations towards the Buyers in accordance with the terms of the offer indicated in the Commercial Information. The Customer bears full responsibility for the execution of the order, placed by the User, and initiated by Redirection, or an order placed as part of the Nokaut Shopping Cart service.
10. It is forbidden to present and advertise Commercial information concerning goods and services prohibited by law, violating the principles of good manners, or constituting acts of unfair competition. The content of the Commercial Information may not:
    1. violate human dignity;
    2. violate the good name of the Nokaut;
    3. contain any discriminating content because of the race, gender or nationality;
    4. hurt religious or political beliefs;
    5. encourage to violate the law;
    6. be a threat to the physical, mental or moral development of minors;
    7. promote behaviours that pose a threat to one’s health, safety or to environmental protection;
    8. violate applicable law, in particular regarding the rules of advertising sensitive products (cigarettes, alcohol, pharmaceuticals) and the public presentation of pornographic content;
    9. violate the legally protected interests of third parties, in particular their copyrights and personal rights;
    10. promote a system of pyramid scheme sales;
    11. mislead any potential purchaser in a way that could influence his or her decision as to the purchase of goods or services;
    12. have any content that infringes upon copyright or any other intellectual property rights, or encouraging the infringement of copyright, including by publishing any information or material that may be used for the purposes of infringing upon any copyright or other intellectual property rights.
11. In the event of obtaining information on the promotion of the Goods referred to in the preceding point, the Nokaut has the right to withdraw from the performance of the Services with immediate effect and to terminate the Agreement with the Customer or suspend the provision of the Services.
12. By accepting these Regulations, the Customer agrees to the use of his Commercial Information, in particular the materials posted or indicated in the Data File by Nokaut to present the offer of Goods on the Website and Partner websites and on other websites, as well as for other needs of the Website.
13. Nokaut reserves the right to present to Users the content of selected categories only after they have declared their legal age.

5. Customer’s rights and obligations

1. As part of the cooperation, the Nokaut will enable the presentation and advertising of the Customer’s Goods offers on the Website, the use of the Services in accordance with these Regulations and the receipt of the necessary advice and information from the Website in the field of Integration and cooperation with the Website.
2. As part of the cooperation, the customer undertakes to:
   1. provide true and up-to-date data about him and his company, and in the event of any subsequent changes to any data, he is obliged to immediately inform Nokaut about this fact;
   2. fulfill obligations towards its Buyers in accordance with the offer presented on the Website and in a manner consistent with applicable law, in the case of the Nokaut Shopping Cart service, the Customer is bound by the content contained in the description of the Goods presented on the Website constituting an offer to conclude a contract;
   3. possess valid licenses or permits required by law;
   4. provide all information necessary for the purpose of Integration;
   5. display current information about the seller on the website of the Customer’s Store, including: company name, address, telephone number, e-mail address and other elements resulting from generally applicable law, in particular the Act of 18 July 2002 on the provision of electronic services (Journal of Laws of 2002, no. 144, item 1204) and act of 2 March, 2000, on the Protection of Certain Consumer Rights and the Liability for Damage Caused by a Dangerous Product (Journal of Laws of 2000 no. 22 item 271);
   6. provide the Service with Commercial Information, and in the case of the Shopping Cart Nokaut service, also links to the regulations for the provision of services by the Store published by the Customer on the websites;
   7. subject their services and products to Users’ evaluation, expressed in the form of subjective opinions published on the Website and on the Partner websites;
   8. fulfill obligations towards Buyers in accordance with the Commercial Information provided. The customer bears full responsibility for the execution of the order placed by the Buyer;
   9. refrain from actions aimed at manipulating the credibility of oneself and other clients, in particular by inspiring actions aimed at issuing positive opinions to one’s own company and negative ones to competitors, as well as entering into agreements with other clients in order to interfere with one’s own and other entities’ credibility ;
   10. refrain from actions that overload the link, as well as actions aimed at copying, reproducing or modifying the content and / or data posted on the Website, and actions aimed at using programs that automatically download the content or any part of the Website without the written consent of Nokaut;
   11. keep the content of the terms of cooperation confidential and not to disclose the content of documents and other information received from the other Party to third parties, except for their employees and employees and consultants of organizational or cooperating companies, for whom disclosure of this information is necessary for the purposes of the Agreement;
   12. comply with all legal provisions regarding the protection and processing of personal data of their clients;
   13. comply with all regulations governing its business activity in the field of running the Store, including the provisions of the Act of July 18, 2002 on the provision of electronic services, the provisions of the Civil Code, the provisions of the Act of March 2, 2000 on the protection of consumer rights and liability for damage caused by a dangerous product and the Act of August 29, 1997 on the protection of personal data.
3. The Customer may not use the access password to the Seller Center belonging to another Customer or share his access password with other persons, except for making it available to persons duly authorized by the Customer to act on his behalf. Nokaut is not responsible for incorrect use of passwords and disclosure of login data to persons indicated by the Customer.
4. The Customer is fully responsible for the truthfulness and reliability of information and for the quality, safety or legality of the Goods offered on the Website, and in the case of the Nokaut Shopping Cart service, the Customer is bound by the offer presented on the Website.
5. By entering into cooperation and during the period of cooperation of the Parties, the Customer undertakes not to perform services competitive to Nokaut, without the consent of Nokaut, and also for its own use, provided that it conducts the activities described below. Competitive activity is in particular the activity of each entity in the territory of the Republic of Poland and abroad, organized in any legal form, conducted in any organizational form, consisting in running a Website comparing prices of products and / or services in online stores.
6. The customer bears full responsibility for the falsehood of the statements made and failure to comply with the obligations arising from these Regulations.

6. Nokaut rights and obligations

1. As part of cooperation, Nokaut undertakes the following:
   1. to present the Customer’s Commercial Information provided on the terms set out in these Regulations and the Integration utility documentation, subject to the Integration of only those Customer offers provided in the Data File that meet the requirements specified by Nokaut;
   2. to provide the Customer with the service documentation in the form of online help;
   3. to provide the Services in accordance with these Regulations;
   4. to keep the content of the terms of cooperation confidential and not to disclose the content of documents and other information received from the other Party to third parties, except for their employees and employees and consultants of organizational or cooperating companies, for whom disclosure of this information is necessary for the purposes of the Agreement;
   5. to update the Customer’s Commercial Information, in particular information on the prices of the offered products. The update will be carried out at a frequency determined by Nokaut.
2. As part of the cooperation, Nokaut has the right to:
   1. make temporary interruptions in accessing the Services in order to carry out maintenance works or updating the Website, and also to replace, expand or configure the hardware or software used to provide the Services;
   2. presentat of the Customer’s Commercial Information and other materials provided to Nokaut on the Website, Partner websites and on other websites;
   3. refuse to perform the Services and / or present on the Website any content or materials referred to in point4.10. above;
   4. make cooperation or using the Website conditional on meeting the requirements set out by law, validating the data provided by the Customer specified in point 2.24. and send the documentation referred to in point 3.3. of these Regulations.
   5. present only brand new products on the Website.
3. Nokaut shall not be responsible for:
   1. the content of the Customer’s Store websites;
   2. the behavior of the Customer and people visiting his Store;
   3. improper performance or non-performance by Users or the Customer of the obligations arising from the Transactions concluded in the Customer’s Store;
   4. consequences of the actions of the Customer or Users constituting a breach of the law and / or these Regulations;
   5. quality, safety or legality of the Goods sold in the Store. Nokaut, as far as possible, tries to verify the data concerning the Goods and take the necessary measures to eliminate illegal activities or activities inconsistent with the Regulations;
   6. truthfulness and reliability of the information provided by the Customer and other parties to Transactions concluded in the Store;
   7. the Customer’s ability to sell the Goods offered in the Store and the Buyer’s ability to purchase the Goods;
   8. solvency of each party to Transactions concluded in the Store;
   9. disruptions in the implementation of the Services caused by improper preparation or transfer of the Data File or caused by the use of the Seller Center in a manner inconsistent with the recommendations contained in the Service documentation;
   10. losses resulting from interruptions in the operation of the Website;
   11. losses resulting from disruptions in the work of Internet connections and other reasons beyond its control, which may affect the presentation of Commercial Information;
   12. the effects caused by the disclosure by the Customer of the password to access the Seller Center to third parties;
   13. the content of the Commercial Information or the compliance of the Commercial Information with the offer presented on the Customer’s Website;
   14. errors in the presentation of the Customer’s Commercial Information as a result of the Customer’s errors in updating the data;
   15. for non-performance or improper performance of obligations arising from the performance of the Services, and caused by circumstances treated under Polish law or the next sentence, as Force Majeure. Force majeure means, for the purposes of these Regulations, an extraordinary external event, independent of the Nokaut, impossible to prevent and unforeseeable, which hinders or prevents the performance of the Services;
   16. erroneous Redirections from the Website to the Customer’s Store resulting from incorrect preparation or updating of the Data File by the Customer;
   17. for lost profits, losses or charges for the Customer resulting from the interruption or refusal to provide any Services.
4. Nokaut will make every effort to ensure that the Services are provided in a constant, uninterrupted and at the highest level.
5. The Nokaut is liable for non-performance or improper performance of the Services subject to the fee, under the terms of the law and these Regulations, excluding liability for any benefits lost by the Customer. Nokaut’s liability is limited to the amount of the fee paid by the Customer.
6. Nokaut reserves the right to remove the Customer’s Store (s) or suspend the provision of Services to the Customer, in particular by blocking the use of the Seller Center, suspending (blocking) the use of individual functionalities of the Seller Center. Suspension or removal will take place in particular in the situations described in point 6.7. below and in other cases specified in the Regulations.
7. If there is a concern that actions constituting illegal acts are or may be undertaken via the Customer’s Store or if the Nokaut obtains information about the unlawful nature of the Commercial Information and / or the Customer’s activities related to them, or if the Customer’s actions or omissions adversely affect the good name of the Nokaut or otherwise damage the Nokaut, the Nokaut may remove the Customer’s Store / s or suspend the provision of Services – for a specified or indefinite period.
8. The Customer bears full responsibility for his actions or omissions constituting the basis for suspending the provision of the Services, in particular he bears full liability for damages towards the Nokaut.
9. The Customer whose Store has been removed cannot re-register on the Website without the prior consent of Nokaut.
10. The Nokaut has access to all Customer operations as part of the Services.

7. Payment Terms and Redirection Rates

1. The services provided by Nokaut are payable. The amount of the minimum fees is specified in the List of minimum Redirection Rates published on the Website and in the individual price lists for additional services. All fees are charged to the Customer.
2. Payment for the Services consists of the purchase of Nokaut points, which the Customer may then use to pay the cost of Redirections, Commissions and other Services selected by the Customer. Nokaut points are purchased in advance, in the number declared by the Customer, but not less than the minimum number specified in the Seller Center. The price of one Nokaut point is PLN 1 net. However, Nokaut reserves that the fees and settlements presented on the Website may be presented in the Polish currency.
3. The Customer generates an electronic pro forma invoice on the basis of which he makes the payment by bank transfer or payment card. In the title of the transfer, the Customer is obliged to provide the pro forma invoice number and the identification number of the Customer’s Store. Points cannot be exchanged for money, except as described in point9.2. The number of points accumulated in the Account will be reduced by fees for Services, including Redirection Rates and Commissions.
4. VAT is added to each invoice for the purchase of Nokaut points at the applicable rates.
5. Purchase of points means replenishment of the Account, while the purchased points will be available on the Customer’s Account no later than five business days from the date of receipt of funds on the Nokaut bank account.
6. The Customer may define the maximum allowable Rate for Redirection, which, however, may not be lower than the minimum Rate for Redirection defined by Nokaut specified in the List of Minimum Rates for Redirection. The Customer, after making such functionality available to him by Nokaut, may set a higher maximum Rate for Redirection than specified in the List of Minimum Redirection Rates for each product category and subcategory (according to the model tree of the Nokaut product category specified in the Seller Center), as well as for individual promoted by him offers.
7. The final cost of Redirection depends on the maximum Redirection values declared by all Customers of the Service for a given product and is calculated according to the modified Vickrey auction system. However, it cannot be higher than the maximum rate set by the Customer.
8. Information about each Redirection is visible in the Customer Seller Center. This information includes the cost of the Redirection, the page on which the Redirect occurred and the landing page.
9. At specified intervals, the Nokaut settles Redirections. This settlement consists in subtracting the total value of Redirections made within the time from the conclusion of the Agreement or previous settlement from the funds accumulated in the Account. Information about billing and Redirections covered by them is available in the Seller Center.
10. If the status of the Customer’s Account is negative, Nokaut will suspend the presentation of the Customer’s Store offer until the next payment is made, subject to point9.7. let. g of these Regulations. If, within 7 days from the date of suspension of the Store’s offer, the Customer does not replenish the Account to a positive state, Nokaut is entitled to issue a VAT invoice for the purchase of the necessary points needed to bring the Account balance to zero.
11. Occasionally, Nokaut may organize promotions regarding the charging of fees to the Customers.
12. In the event of a reservation as to the correctness of the settlement and the Redirections covered by it, the Customer is obliged to submit a substantiated complaint to Nokaut at the latest within 14 days from the date of preparation of the settlement. Failure to raise objections within this period means acceptance of the settlement by the Customer. Complaints should be sent by e-mail to the following address: [email protected].
13. By accepting these Regulations, the Customer agrees to receive electronic invoices by Nokaut. Invoices are available in the Seller Center. The customer will receive information on the VAT invoice available for download to the e-mail address provided by him.
14. Forwarding rates specified in the Minimum Redirection Rates Schedule are expressed in Nokaut points.
15. In special cases, the Nokaut may settle accounts with the Customer on an individually agreed basis, accepted by the Customer.
16. Nokaut reserves the right to terminate the Agreement with the Customer with immediate effect (without notice) in the event of default with payments to Nokaut for a period longer than 30 days, counting from the payment deadline specified in the invoice and the ineffective expiry of the payment deadline for outstanding amounts in the request for payment sent by Nokaut to the Customer’s address. Actions taken by the Customer to avoid the obligation to pay the fees due to Nokaut, as well as the Customer’s failure to meet the agreed payment deadline, may result in suspension of the provision of Services by Nokaut.
17. In a situation where the Customer does not provide the correct Data File for a period of 1 year and does not respond to Nokaut’s calls, the Agreement may expire and the funds accumulated in the Account are not refundable.

8. Complaints

1. The Customer has the right to submit complaints regarding non-performance or improper performance of the Service, including incorrect calculation of the balance of settlements for the Services provided.
2. The complaint may be submitted within two weeks from the date of the event constituting the subject of the complaint.
3. All complaints regarding the provided Services should be submitted by e-mail to the address [email protected].
4. The day of submitting a complaint is the date of receipt of the notification by e-mail at [email protected].
5. In the event of a complaint, the Customer is obliged to indicate:
   1. name and surname, name of the Store, Internet domain of the Store and the address of residence or registered office of the Customer;
   2. the subject of the complaint, and in the event of a complaint regarding the balance of the settlements, the Service Provider is obliged to replace the questioned amount;
   3. circumstances justifying the complaint.
6. The reported complaint will be considered within 30 days from the date of its submission.
7. If the data or information included in the complaint needs to be supplemented, after the receipt of the complaint and before considering it, Nokaut shall ask the Customer to supplement it to a relevant extent.
8. Nokaut considers the complaint within 30 days from the date of its receipt in the correct form.
9. A response to the complaint, after its consideration by Nokaut, is sent to the Customer’s contact e-mail address.
10. The right to pursue claims in court proceedings is available after exhausting the complaint procedure.

9. Termination of the Agreement and suspension of the provision of Services

1. Each Party shall have the right to terminate the agreement with a 1 month notice, with the effective date at the end of the month.
2. The Customer has the right to terminate a specific Agreement with immediate effect, in the event of a gross breach by Nokaut of the provisions of the Agreement, after an ineffective written call to stop the breach within 15 days from the date of its delivery and in the situation described in point 9.11. below.
3. The contract with the Customer may be terminated in the cases specified in this point 9 and in other cases specified in the Regulations.
4. A specific Agreement may be terminated as a result of a statement sent by post – by mail with acknowledgment of receipt, after having previously sent it by e-mail.
5. Termination of the Agreement will be tantamount to the end of the provision of additional services referred to in these Regulations.
6. Points accumulated on the Customer’s Account and unused during the notice period are not refundable upon termination of the Agreement.
7. The contract may be terminated by Nokaut with immediate effect at any time, in particular in the event of:
   1. when the Customer violates the provisions of the Regulations or applicable law;
   2. when the statements made by the Customer are false, and to which he is obliged to submit under the provisions of the Regulations;
   3. when the data referred to in point 2.24 of the Regulations, was removed by the Customer while using the Services, and it was found that the Customer provided incomplete, untrue or not updated data;
   4. when the Customer improperly completes orders placed by Users or as part of the Nokaut Shopping Cart service;
   5. when the offer presented by the Customer violates the rights of third parties or applicable law;
   6. when the Customer’s Store receives more than 10% of complaints from Users regarding its activity in relation to the monthly number of transactions or in the case of cancellation of at least 10% of the transactions in relation to the monthly number of transactions;
   7. when the negative balance of the Account persists for a period longer than 180 days;
   8. when the actions or omissions of the Customer adversely affect the good name of the Nokaut or otherwise damage the Nokaut.
8. Nokaut is entitled to suspend the provision of services at any time, in particular in the case of:
   1. stating a threat of violation of the law or the provisions of these Regulations;
   2. threats to the proper execution of orders placed by Users;
   3. threats to the interests of Nokaut.
9. Item 9.6. of these Regulations shall apply accordingly in the event of termination of the Agreement by Nokaut with immediate effect.
10. If the Agreement has been terminated on the basis of a decision by Nokaut, the Customer may not re-establish cooperation with the Service without the prior consent of Nokaut.
11. Nokaut reserves the right to disable the provision of Services for certain categories of Goods or specific Goods. The Customer will be notified about the above fact via e-mail. The Customer to whom the above exclusion applies may limit the Commercial Information to the category of Goods or Goods that are not excluded or terminate the Agreement with immediate effect. In this case, he has the right to exchange unused points on the Account for money.
12. During the term of the Agreement, each of the Parties (Customer and Nokaut) may terminate the use of additional services referred to in these Regulations, unless the regulations of individual additional services provide otherwise.
13. Regardless of the termination of cooperation or suspension of the provision of Services, the Customer shall be fully responsible for its actions constituting the basis for termination of cooperation or suspension of the provision of the Services, in particular, it shall be fully liable to Nokaut.

10. Personal data protection

1. Nokaut, as the Personal Data Administrator, shall ensure that any data made available to it are secure. This data is particularly protected and secured against the access of the unauthorized parties.
2. The data provided by the Customer during Registration and in the Seller Center is used for accounting purposes, to contact the Customer as part of the Website service and for other activities related to the performance of the Agreement. This data can be used to verify whether the Customer meets the requirements set out in these Regulations.
3. At the time of Registration, the Customer agrees to the placement and processing of information about his personal data by Nokaut, under the conditions specified in point 10 of these Regulations and agrees to receive commercial information from Nokaut about the services and services provided by the Partners, to the e-mail address provided by him, pursuant to the Act of 18 July 2002 on the provision of electronic services (Journal of Laws of 2002, no. 144, item 1204).  The customer may at any time opt out of receiving commercial information from Nokaut.
4. All personal data provided by the Customer will be processed in accordance with the Act on the provision of electronic services and the Act on the protection of personal data.
5. Nokaut has the right to publish the name, company logo and website address of the Customer on its reference list, if the Customer does not raise any objections in this matter beforehand.

11. Copyright protection

1. The customer guarantees that his company, products and services provided by him do not infringe the rights of third parties and are free from physical defects. This also applies to materials provided by the Customer to Nokaut. The Customer declares that it is entitled to the use of all the materials and goods located on its website, including trademarks, images, and descriptions used to mark the merchandise and services offered at the Internet Store and for the marking of the Internet Store itself.
2. By joining the cooperation, the Customer agrees to the free use by Nokaut of all materials referred to in point 11.1. above, in order to present the Goods and Commercial Information and to create a database of Goods presented on the Website, Partner websites and other websites.
3. All rights to the Website and its content, as well as to mechanisms and materials integrating the Customer’s and Website’s systems, are the exclusive property of Nokaut.

12. Final Provisions

1. Nokaut reserves the right to amend these Regulations at any time.
2. The Customer will be notified of such changes via e-mail to the e-mail address defined in the Seller Center along with the entry into force of the changes. The new version of the Regulations will be made available on the Website. The Customer may read the changes to the Regulations and refuse to accept them by sending a statement to Nokaut in the form indicated in point 9 on the refusal to accept the changes within 30 days from the date of notifying the Customer by Nokaut about the change in the Regulations. Failure to provide Nokaut with the refusal to accept the changes within the above deadline is considered as acceptance of the changes by the Customer. Sending within 30 days from the date of notifying the Customer by Nokaut of the change in the Regulations to Nokaut of the refusal to accept the changes is tantamount to the termination of the Agreement by the Customer with a 30-day notice period with effect at the end of the calendar month, counted from the date of receipt by Nokaut of the information about the refusal to accept changes. During the Customer’s notice period, the wording of the Regulations before the change is made.
3. Nokaut reserves the right to change the List of minimum Redirection Rates at any time. The Customer will be notified of such changes via e-mail to the e-mail address defined in the Seller Center along with the entry into force of the changes. Amendments to the List of Minimum Redirection Rates do not change the provisions of these Regulations.
4. Charging promotions do not constitute an amendment to the List of Minimum Redirection Rates.
5. The Customer may read the changes and refuse to accept the List of minimum Redirection Rates by sending a statement to Nokaut in the form indicated in point 9.4. on the refusal to accept the changes within 14 days from the date of notifying the Customer by Nokaut of the change in the List of minimum Redirection Rates. Failure to provide Nokaut with the refusal to accept the changes within the above deadline is considered as acceptance of the changes by the Customer and automatically increases the amount of the minimum Redirection Rates. Sending the refusal to accept the changes within 14 days from the date of notifying the Customer by Nokaut about the change of the List of Minimum Rates for Redirecting to Nokaut is tantamount to terminating the Agreement by the Customer immediately.
6. The Customer may transfer the rights and obligations under the Agreement only with the written consent of Nokaut.
7. The Customer undertakes that at the time of making claims against Nokaut by third parties, in particular for infringement of their rights in connection with the content provided by Nokaut on the Website, and provided by the Customer, for failure to perform or improper performance of the contract concluded with the Buyer, he will join the case in place of Nokaut or will join the case on the part of the Nokaut as a side intervener. The Customer shall reimburse Nokaut at its first request, all expenses incurred by Nokaut in connection with possible court proceedings, including in particular expenses incurred for the payment of legal representation, legal advice and damages awarded or agreed upon.
8. The Customer acknowledges that all copyrights, all trademarks and other intellectual property rights related to the Services belong to Nokaut. It is forbidden to use these intellectual property rights or the Services for purposes other than those strictly related to the use of the Services in the manner specified in these Regulations.
9. Any disputes arising in connection with the implementation of the agreements concluded with Nokaut, the Parties shall settle amicably through negotiations and, if this is not possible within 90 days of the negotiations, the Parties shall submit the matter for resolution to a locally and materially competent court for Nokaut.
10. The law applicable to contracts concluded with Nokaut is Polish law.
11. In matters not regulated in the contracts concluded with Nokaut, the provisions of Polish law, in particular the Civil Code, shall apply.
12. If any provision of the Regulations is deemed invalid by a valid court decision, the remaining provisions shall remain in force.

Appendix 1 Regulations of the Nokaut Shopping Cart service

1. Conclusion of an Agreement

1. The contract for the provision of the Nokaut Shopping cart service is concluded on the date specified by the Nokaut employee after successful verification of the Customer and meeting the requirements set out in point 2. below.

2. Conditions of concluding the Agreement

1. The customer may be a natural person running a business, a legal person or an organizational unit without legal personality that has concluded a cooperation agreement on the terms set out in the Regulations for the provision of services by the Nokaut.pl Website for Sellers.
2. In order to conclude the Agreement for the provision of the Nokaut Shopping cartservice, the Customer is obliged to:
   1. accept the Regulations for the provision of services by the Nokaut.pl Service for Sellers together with this appendix;
   2. accept the Price List available in the Seller Center;
   3. define contact details for handling orders, in particular: e-mail address, telephone number;
   4. provide Nokaut with Commercial Information and links leading to the regulations for the provision of services by the Online Store published by the Customer on the Store’s websites;
   5. configure the delivery price list in the Store’s Seller Center along with the acceptance of payment methods on the terms set out in point. 4 below;
   6. make a minimum payment to the Account specified in the seller Center via the payment system available in the seller Center in order to verify the Customer’s bank account number. The customer is obliged to make the above-mentioned payment from the bank account number assigned to his business activity;
   7. subject to point f above confirmation of the bank account number assigned to the Customer’s business activity in the Seller Center;
   8. sell only brand new Goods.
3. The offer of the Customer Store must in particular meet the following requirements:
   1. be integrated in the Website category that is included in the Nokaut Shopping Cart service;
   2. have an availability status other than „check in the store”;
   3. from the content of the Customer’s Store offer, the Buyer may calculate the cost of delivery of the Goods in advance;
   4. have a configured delivery price list in accordance with point 4 below;
   5. may not contain, in particular, the Goods:
      • from the category of erotica and pornography,
      • financed by illegal activities,
      • not admitted to trading by the provisions of Polish law,
      • finance products,
      • tobacco and alternatives to them,
      • from the category drugs, supplements and vitamins,
      • from the category of weapons,
      • from the tickets category,
      • which Nokaut deems harmful or discrediting to the image of its brand.
4. Nokaut reserves the right to decide which Customer Stores will join the Nokaut Shopping Cart service and which offers of the Customer Store will be displayed in the Nokaut Shopping Cart service.

3. Description of the Nokaut Shopping Cart service and the rules for its provision by Nokaut

1. Nokaut as part of the Website enables Customers to conclude purchase-sale contracts for specific Goods on the terms set out in this document and for this purpose provides Customers with appropriate system tools. Nokaut is not a party to transactions between Buyers and Customers and does not guarantee that Buyers can conclude a purchase / sale agreement for the Goods offered by the Customer.
2. By selecting the Goods, the Buyer may purchase the Goods offered by the Store for a fixed price determined in advance by the Customer. The Customer is bound by the content contained in the description of the Goods, and the terms of the Transaction contained in its description may not be changed in relation to the Buyers who placed the order. The Customer may update the content of the offers presented on the Website, in particular the prices of the Goods, by providing Nokaut with the current Data file. Commercial information will be updated based on this File. Until a new Data File is integrated, the Buyers shall be bound by the terms of the Transaction included in the description of the Goods.
3. The price of the Goods is increased by the calculated delivery costs based on the delivery price list specified by the Customer in the Seller Center, on the terms specified in point 4 of this document. The calculated delivery costs are binding and final. The Customer may change the delivery price list in the Seller’s Center, which will be effective from the moment it is saved in the Nokaut IT system. The new delivery price list does not apply to Buyers who have already placed an order.
4. As part of the Nokaut Shopping Cart service, the following payment methods for the Goods are available to Buyers:
   1. payment by fast bank transfer;
   2.  cash upon delivery
   3. payment at the Customer’s facility if the Customer provides personal pickup.
5. Nokaut automatically sends a notification about a new order to the Customer’s Store, from which the Goods come, to the e-mail address provided or to the Customer’s Seller Center. The customer is obliged to confirm the acceptance of the order or its rejection immediately, but not later than within 24 hours of receiving the notification. The customer may reject the order only in justified cases. Only partial Buyer’s details are provided in the notification. Full details of the order are sent to the Customer only after confirming the acceptance of the order. Nokaut reserves the right to contact the Customer’s Store regarding the execution of the Transaction. In the event of any obstacles in the execution of the Transaction, and in particular in the case of unavailability of the ordered Goods, delay in the execution of the Transaction or other, the Customer is obliged to individually inform the Buyer and Nokaut.
6. The Buyer receives, by e-mail, confirmation of acceptance of the order by the Stores from which the Goods come from, after prior confirmation of payment for the Goods or selecting the „cash on delivery” option and the Customer confirms that the order has been accepted for execution. The confirmation of acceptance for execution received by the Buyer is tantamount to concluding a purchase and sale agreement. Failure to receive the confirmation means that the order has not been accepted for execution and the transaction has not been completed. After the conclusion of the contract, the further course of action between the parties will result from applicable law.
7. The customer may not exclude or limit the consumer rights of the Buyer, in particular the right to withdraw from the contract under Art. 7 it. 1 of the Act of 2 March, 2000, on the Protection of Certain Consumer Rights and the Liability for Damage Caused by a Dangerous Product (Journal of Laws of 2000 no. 22 item 271).
8. The Customer may mark the Goods in the Seller Center as returned in the event of the Buyer’s exercising the right to withdraw from the contract referred to in point 3.7. above. In order to obtain a refund of the collected Commission (only a percentage value without the fixed fee), the Customer is obliged to send to Nokaut the Buyer’s statement of withdrawal from the contract and a copy of the confirmation of the refund of the fee for the returned Goods to the Buyer. The decision to return the collected Commission depends on the individual decision of Nokaut.

4. Delivery pricelist and delivery costs

1. Nokaut calculates the delivery costs for orders carried out by the Customer Stores on the basis of the delivery price list configured by the Customer in the Seller Center.
2. The costs of delivery of orders calculated by Nokaut are binding for both the Buyer and the Customer. The customer cannot demand a higher amount for the delivery of the order than the amount calculated by Nokaut.
3. The Customer is obliged to configure the delivery price list in the Seller Center for individual Stores.
4. In the case of configuration in the Seller Center: the delivery price list may be based on the weight of the order, which is the sum of the weights of the Goods in the order, or on the number of pieces in the order, which is the sum of the number of pieces of Goods in the order.
5. When configuring the delivery price list, the customer specifies:
   1. delivery companies that he will use to handle orders carried out as part of the Nokaut Shopping Cart service and price lists for selected forms of delivery, specifying the form of payment and weight ranges or the number of pieces of Goods in the order and the corresponding delivery costs, as well as a list of personal collection facilities;
   2. in the case of a price list based on the weight of the order, the Customer specifies the upper weight limit for one order;
   3. in the case of a price list based on the number of pieces of Goods in the order, the Customer specifies the upper limit of the number of pieces of Goods for one order;
   4. The customer may additionally specify the amount above which the delivery is free of charge for each price list.
6. In the case of the price list based on the weight of the order, the Customer is obliged to provide Nokaut in the Data File of the weight of the Goods offered by the Customer’s Store as part of the Nokaut Shopping Cart service. The transfer must take place in the Data File. If the Customer does not provide data on the weight of the Goods in the File, the cost of delivery will be calculated from the lowest weight range defined in the Seller Center in the form of delivery specified by the Buyer.

5. Customer’s rights and obligations

1. As part of the Nokaut Shopping cart service, the Customer is entitled to use it on the terms described in these Regulations of the Nokaut Shopping cart service and the Regulations for the provision of services by Nokaut.pl for Sellers and the conclusion of purchase and sale contracts with Website Users.
2. As part of the Nokaut Shopping Cart service, the customer is obliged to:
   1. fulfill obligations towards Buyers in accordance with the offer presented on the Website, in a manner consistent with these Regulations of the Nokaut Shopping Cart  service and applicable law, in particular in accordance with the Act of March 2, 2000 on the protection of certain consumer rights and liability for damage caused by a dangerous product (Journal of Laws of 2000 no. 22 item 271) and of the Act of 18 July 2002 on Providing Services by Electronic Means (Journal of Laws of 2002, no. 144, item 1204);
   2. display current information about the Customer (Seller of the Goods) on the Customer’s Store websites, including in particular: company name, address, telephone number, e-mail address, registration number of the Customer’s business activity, current regulations for the provision of services by the Customer and other elements resulting from applicable regulations the law, and above all the laws indicated in letter a above. In the event of a contradiction between the provisions of the Regulations for the provision of services published on the Store’s websites by the Customer and the Regulations for the provision of services by the Nokaut.pl Website for Users presented on the www.nokaut.pl websites, the provisions of the Regulations for the provision of services by the Nokaut.pl Website shall apply;
   3. provide Nokaut with commercial information and links leading to the regulations for the provision of services by the Customer published on the Store’s websites

6. Financial terms and conditions

1. A commission is charged for the Nokaut Shopping Cart service. Nokaut charges a Commission for an order placed in the Customer’s Store as follows: a fixed fee for the order and a percentage of the value of each of the Goods in the order.
2. The commission is charged from the Customer’s Account at the time of placing the order by the Buyer, regardless of whether the Customer accepts the order for execution.
3. The refund of the collected Commission may take place only in exceptional circumstances and depends on the sole decision of Nokaut, subject to point 3.8. above. The fixed fee is not refundable in any case.
4. The Commission is refunded in Nokaut points.
5. The amount of the percentage fee for each Good depends on the category from which the Good comes. The rates for individual categories are available in the Customer Seller Center.
6. Information about each currently charged Commission is visible in the Customer Seller Center.
7. At specified intervals, the Nokaut settles Redirections. This settlement consists in subtracting the total value of Redirections made within the time from the conclusion of the Agreement or previous settlement from the funds accumulated in the Account. Information about settlements and the Commissions they cover is available in the Seller Center on the „My Account> Settlement History” page.
8. If the Customer’s Account status is negative, Nokaut shall suspend the presentation of the Customer’s Store offer until the Account is credited.

7. Duration of the Agreement

1. The contract for the provision of the Nokaut Shopping Cart service is each time concluded for an indefinite period and comes into force on the date specified in point1.1 of this document.
2. Each Party shall be entitled to terminate this Agreement upon a one month’s notice, effective as of the end of a calendar month.
3. The termination of the Agreement by the Customer shall be tantamount to the termination of the provision of all Services by Nokaut and the termination of the Master Agreement.
4. The Agreement may be terminated as a result of a statement sent by post – by mail with acknowledgment of receipt, after having previously sent it by e-mail.
5. The agreement for the provision of the Nokaut Shopping cart service is automatically terminated without the need to terminate it in the case specified in point 9.5. Regulations for the provision of services by the Nokaut Service for Sellers.
6. Nokaut is entitled to terminate the contract for the provision of the Nokaut Shopping Cart service with immediate effect in the event of:
   1. improper execution of orders placed by Buyers;
   2. non-performance or failure to comply with the contract concluded with the Buyer;
   3. breach by the Customer or the offer of third party rights presented by him;
   4. breach of applicable law by the Customer;
   5. breach of the provisions of these Regulations by the Customer.
7. Regardless of the termination of cooperation, the Customer is obliged to fulfill orders placed by Buyers, which were placed before the date of termination of cooperation with Nokaut.

8. Responsibility

1. Nokaut is not a party to the transaction, but only a trading platform, within which it provides a place for concluding purchase and sale contracts, therefore it is not responsible for any defects of the purchased Goods and is not responsible for improper performance or non-performance of the contract concluded between the Buyer and the Customer, as well as is not responsible for the consequences of actions taken by the Customer. Nokaut, in particular, is not responsible for the quality, safety or legality of the Goods sold as part of the Nokaut Shopping Cart service, the truthfulness and reliability of the information provided by the Customer, as well as for the failure to conclude the contract by the Buyers and the Customer.
2. The Customer undertakes that at the time of making claims against Nokaut by third parties, in particular for infringement of their rights in connection with the content provided by Nokaut on the Website, and provided by the Customer, for failure to perform or improper performance of the contract concluded with the Buyer, he will join the case in place of Nokaut or will join the case on the part of the Nokaut as a side intervener. The Customer shall reimburse Nokaut at its first request, all expenses incurred by Nokaut in connection with possible court proceedings, including in particular expenses incurred for the payment of legal representation, legal advice and damages awarded or agreed upon.
3. The Customer is fully liable for the execution of the order placed by the Buyer as part of the Nokaut Shopping Cart service, in particular:
   1. exercising the right to withdraw from the contract by the Buyer;
   2. for the compliance of the contract with the content of the offer presented on the Website;
   3. for the execution of the order placed by the Buyer under the Nokaut Shopping Cart service;
   4. under the warranty, guarantee and for the manner of performance, non-performance or improper performance by the Customer of the obligation or obligations under the contract of sale of the Goods or legal provisions;
   5. for the quality, safety, legality of the Goods, as well as the truthfulness and reliability of their description presented on the Website by the Customer and the Customer’s ability to sell them.
4. In the event that the Customer fails to deliver the ordered Goods to the Buyer, despite the payment or selecting the COD delivery option, Nokaut has the right to demand from the Customer a contractual penalty in the amount of ten times the Commission for a given order.

9. Payment processing

1. As part of the Nokaut Shopping Cart service, payments made by Buyers in advance are handled by eCard Spółka Akcyjna with its registered office in Gdańsk (80-387 Gdańsk), at 11 Arkońska Street, entered into the register of entrepreneurs kept by the District Court Gdańsk-Północ in Gdańsk, VII Commercial Division of the National Court Register under the number 0000042304, with the share capital of PLN 16,840,000.00 fully paid up, NIP number: 521-31-03-040, hereinafter referred to as the „Settlement Agent”.
2. Processing payments by the Settlement Agent is not related to the opening of a bank account and all operations made in it are not banking activities within the meaning of banking law.
3. By accepting these Regulations, the Customer agrees to the transfer of his data, in particular the bank account number, to the Settlement Agent in order to support the Nokaut Shopping Cart service and to improve the handling of the purchasing process.
4. The payment service consists in accepting by the Settlement Agent, money transfers made by Buyers in order to pay for the Goods, which then, at the request of Nokaut, are transferred to the bank accounts of Customers defined in the Seller Center. The condition for the transfer of the payments referred to above is a pecuniary obligation resulting from transactions concluded between the Customer and the Buyer as part of the Nokaut Shopping Cart service.
5. The Settlement Agent transfers the received funds to the Customer’s bank account no later than within 3 business days from the moment the Nokaut orders the transfer of funds, subject to the next sentence. The minimum amount of funds transferred to the Customer’s bank account is PLN 20 (say: twenty zlotys). In the event that the value of funds is less than the above-mentioned value, payment will be made after the time when the accumulated value from previous periods when funds were not transferred exceeds the above-mentioned. This amount is not subject to interest.
6. The Settlement Agent shall not be liable for delays in transferring the due funds to the Customer’s bank account due to reasons arising after the Settlement Agent has submitted the transfer order, as well as for delays resulting from events beyond the control of the Settlement Agent, in particular force majeure events.
7. The Settlement Agent uses specialized financial institutions, which he selects with due diligence in the selection. Until the funds are made available to the Customer, the Settlement Agent shall dispose of the funds received, at its discretion, in accordance with the provisions of Polish law.
8. The Settlement Agent is not a party to the contract concluded between the Buyer and the Customer and is not responsible for improper performance or non-performance of contracts concluded by the Customer. The Settlement Agent, in particular, is not responsible for the Customer’s ability to sell the Goods and the Buyers’ solvency.
9. All financial operations performed by the payment system of the Settlement Agent are made by transfers, including non-cash payments expressed in the Polish currency.
10. The payment system of the Settlement Agent may not be used to make other payments than the repayment of the Buyers’ obligations to the Customer, which result directly from the Transactions carried out, this does not apply to the refund of the amount to the Buyer in the event of the Customer not accepting the placed order.
11. As part of the payment system of the Settlement Agent, payments made by electronic transfers are processed, including non-cash payments in Polish money made by online transfers.
12. The settlement agent reserves the right to cease providing services to the Customer in the event of termination of the contract with Nokaut or suspension of the provision of Services by Nokaut for the Customer.
13. The recipient of the payment made by the Buyer under the payment system of the Settlement Agent is the Customer. In the event that the bank account number is incorrect, the Customer may not raise an objection to the Buyer of non-payment for the Goods if the Buyer has paid the money in full to the Settlement Agent.
14. The condition for obtaining a completed status for a given payment is that the Buyer performs the actions required and specified by the bank or the authorization and settlement center, necessary to approve the payment and that the Settlement Agent receives a positive authorization response. If for a given payment the Settlement Agent receives a negative authorization answer or performs a negative verification, the order is treated as not submitted.
15. Payments which have obtained the status of completed, upon marking the order by the Customer as processed, shall be paid according to the disposal of Nokaut only by transfer to the bank account indicated by the Customer.
16. In the event of a change of the bank account, the Customer is obliged to contact Nokaut immediately. Nokaut is not responsible for an incorrect bank account number of the Customer.
17. In special cases, and especially in matters related to complaints and matters related to the execution of payments, the Settlement Agent may contact the Customer.

10. Final Provisions

1. In matters not covered by this document, the provisions of the Regulations for the provision of services by the Nokaut Service for Sellers shall apply, and in matters not covered by the above-mentioned documents, the provisions of applicable law.
2. Nokaut is not responsible for any difficulties or inability to provide the Services due to reasons beyond the control of Nokaut, in particular technical failures and force majeure.
3. Nokaut reserves the right to change these Regulations for the provision of the Nokaut Shopping Cart service at any time.
4. The Customer will be notified of such changes via e-mail to the e-mail address defined in the Seller Center along with the entry into force of the changes. The new version of the Regulations for the provision of the Nokaut Shopping Cart service will be made available on the Website. The Customer may read the changes to the Regulations and refuse to accept them by sending a statement to Nokaut in the form indicated in point 7.4. above to refuse to accept the changes within 30 days from the date of notifying the Customer by Nokaut of the change in the Regulations for the provision of the Nokaut Shopping Cart service. Failure to provide Nokaut with the refusal to accept the changes within the above deadline is considered as acceptance of the changes by the Customer. Sending within 30 days from the date of notifying the Customer by Nokaut of the change in the Regulations to Nokaut of the refusal to accept the changes is tantamount to the termination of the Agreement by the Customer with a 30-day notice period with effect at the end of the calendar month, counted from the date of receipt by Nokaut of the information about the refusal to accept changes. During the Customer’s notice period, the wording of the Regulations for the provision of the Nokaut Shopping Cart service before the change is made.
5. Nokaut reserves the right to change the Price List at any time. The Customer will be notified of such changes via e-mail to the e-mail address defined in the Seller Center along with the entry into force of the changes. Amendments to the Price List do not constitute a change to the provisions of these Regulations.
6. The Customer may read the changes and refuse to accept the new Price List by sending a statement to Nokaut in the form indicated in point 7.4. above on the refusal to accept the changes within 14 days from the date of notifying the Customer by Nokaut about the change in the Price List. Failure to provide Nokaut with the refusal to accept the changes within the above deadline is considered as acceptance of the changes by the Customer. Sending within 14 days from the date of notifying the Customer by Nokaut of the change in the Regulations to Nokaut of the refusal to accept the changes is tantamount to the termination of the Agreement by the Customer with a 30-day notice period with effect at the end of the calendar month, counted from the date of receipt by Nokaut of the information about the refusal to accept changes. During the notice period, the Customer is bound by the Price List prior to the change.
7. This appendix is an integral part of the Regulations for the provision of services by the Nokaut Service for Sellers.

Appendix no. 2 Conditions for running the Smart Shopping Campaign at CSS Nokaut.pl

1. Terms of cooperation

1. Sales Intelligence runs Google Shopping Ads (GSA) campaigns as part of the cooperation.
2. Smart Shopping campaign in CSS Nokaut.pl (Smart Campaign) – a campaign consisting in displaying the Customer’s offers as part of GSA services, on the terms set out in the further part of the appendix.

2. Terms of running the Smart Shopping Campaign at CSS Nokaut.pl

1. Conducting the Smart Campaign is available only to customers who have a concluded contract for the provision of services on the Website, as understood by the acceptance of the Regulations for Nokaut.pl Sellers
2. In order to launch the Smart Campaign, the Customer is obliged to:
   1. Having a correctly configured store account in Google Analytics, with integrated e-commerce conversion data
   2. Granting Sales Intelligence access to the Google Analytics account of the store for which the Smart Campaign will be conducted and linking this customer account with a dedicated Sales Intelligence account
   3. Topping up the account in the Merchant Center for the amount of the declared monthly budget for running campaigns in Nokaut.pl, Google Shopping and / or Partner Websites
   4. Configure the delivery price list in the Store’s Merchant Center along with the specification of accepted payment methods
   5. Providing an xml file with the store’s offer that meets the requirements described in Google Merchant Center
   6. Providing the store’s logo in the dimensions indicated by the store manager.
3. Nokaut reserves the right to decide which Stores and Customer’s offers will be promoted under the Smart Campaign.

3. Settlement of the Smart Campaign

1. The settlement takes place on the terms agreed individually with the Customer.
2. The total value of redirects made on a given day, including Google’s cost plus Sales Intelligence margin, is deducted from the Nokaut balance.
3. Sales Intelligence reserves the right to adjust the daily balance for a cost adjustment (based on Google redirect validation) up to 5 days back.
4. If the status of the Customer’s Account is negative, Nokaut will suspend the presentation of the Customer’s Store offer until the next payment is made, subject to point
5. If Sales Intelligence provides a lower volume of traffic than the declared amount of the budget in a given month, the unused value of the budget is transferred to the next month under the same conditions.
6. In case of resignation from the campaign, the unused funds will not be returned. They can be used to promote offers in other traffic channels of the Nokaut.pl advertising network

4. Final Provisions

1. In matters not covered by this document, the provisions of the Regulations for the provision of services by the Nokaut Service for Sellers shall apply, and in matters not covered by the above-mentioned documents, the provisions of applicable law.
2. Nokaut is not responsible for any difficulties or inability to provide the Services due to reasons beyond the control of Nokaut, in particular technical failures and force majeure.
3. This appendix is an integral part of the Regulations for the provision of services by the Nokaut Service for Sellers.
4. In case of doubts in the interpretation, Polish is the primary language.