GENERAL TERMS AND CONDITIONS
for the Rapid Search Zrt. distributor program
The present General Terms and Conditions (hereinafter referred to as "GTC") document contains the terms and conditions of the distributor program ((hereinafter referred to as "Distributor Program") provided by Rapid Search Zártkörűen Működő Részvénytársaság (registered office: 4028 Debrecen, Kassai út 131. 2. floor 201., Hungary; company registration number registered with the Commercial Court of the General Court of Debrecen: 09-10-000611; tax number: 28958875-2-09; e-mail address: partner@rapidsearch.hu; hereinafter referred to as "Rapid Search").
Rapid Search reserves the right to unilaterally modify this GTC. Rapid Search will notify distributors (hereinafter referred to as "Distributor" or "Distributors") (Rapid Search and Distributor together hereinafter referred to as "Parties", separately as “Party”) of any modification by means of a short notice, e-mail, newsletter or message sent through the Rapid Search system.
Special attention is drawn to Clause 4.8 of these GTC, the statute of limitations for invoicing the Commission!
1. The Distributor Program
1.1 Rapid Search operates a search engine for hire as an online service (the "Search Engine"). By participating in the Distributor Program, the Distributor agrees to recommend the Search Engine to its partners in the future and a commission set forth in this GTC (hereinafter referred to as "Commission") shall be paid to the Distributor for successful new subscriptions.
2. Conditions of participation
2.1 Rapid Search allows participation in the Distributor Program to anyone who is entitled to issue an invoice and is engaged in a lawful economic activity in accordance with the applicable laws in force at the time.
2.2 Rapid Search shall provide participation in the Distributor Program on the basis of and in accordance with this GTC.
3. Registration and conclusion of the contract
3.1 Rapid Search shall enable registration for participation in the Distributor Program via the e-mail address (partner@rapidsearch.hu) provided for this purpose on the rapidsearch.app Website (hereinafter referred to as the "Website"). Rapid Search has the right to decide whether to accept or reject the registration at its sole discretion and is not obliged to give reasons for its decision.
3.2 The registration, including the contract to be concluded with the Distributor (hereinafter referred to as "Contract") and the participation in the Distributor Program, is subject to the Distributor's acknowledgement and acceptance of the provisions set forth in this GTC.
3.3 The Contract shall be concluded between the Parties by means of electronic mail or equivalent means of individual communication, including e-mail, or by means of the Website, in the English language. The Contract shall not constitute a written contract, is not filed by Rapid Search and does not refer to a code of conduct. Rapid Search shall be entitled to decide whether to enter into and confirm the conclusion of the Contract, but shall not be obliged to give reasons for its decision.
3.4 To conclude the Contract, the Distributor shall provide Rapid Search electronically with the following data:
- Identifying data: surname, first name, e-mail address, telephone number
- Billing address: company name, postal code, city, street, house number
- IBAN number
To conclude the Contract, the Distributor must declare that he accepts this GTC and has the possibility to subscribe to the Distributor Program newsletter.
4. Commission
4.1 The Distributor is entitled to a Commission only if an Internet visitor independent from the Distributor orders a subscription of Rapid Search on the Website or otherwise by referring to the Distributor (hereinafter referred to as "New Subscriber").
4.2 The rate of the Commission shall depend on the activity of the Distributor and the subscriptions of New Subscribers. Rapid Search shall pay 20%, i.e. twenty percent, of the actual fee paid by the New Subscriber as a Commission to the Distributor, until the New Subscriber's subscription has expired, subject to the provisions of Clause 9.6.
4.3 The Commission determined in accordance with Clause 4.2 above may only be charged for the subscription period actually paid by the New Subscriber. Thus, the Distributor is entitled to invoice the Commission on a monthly or annual basis, depending on the subscription type of the New Subscriber.
4.4 The amount of the Commission due to the Distributor for all New Subscribers shall be calculated in one sum. The Distributor shall be entitled to invoice the Commission once a month if the amount of the Commission exceeds USD 50.00 (fifty US dollars). The Distributor shall be entitled to roll over the amount of the Commission not invoiced to the following months until the deadline indicated in Clause 4.8 below. 4
.5 The Distributor shall be entitled to invoice Rapid Search for the amount of the Commission in the event that the New Subscriber has paid the subscription fee to Rapid Search in full. As soon as the New Subscriber pays the subscription fee to Rapid Search, Rapid Search shall electronically notify the Distributor of the amount of the Commission that the Distributor is entitled to claim.
4.6 Upon the Distributor's request, Rapid Search shall send the Distributor information by e-mail about the amount of the Commission that can be claimed. If the amount of the Commission due to the Distributor exceeds USD 50.00 (fifty US dollars) and the Distributor has not yet requested payment of the Commission in the current month, the Distributor is entitled to send the invoice on the Commission to partner@rapidsearch.hu.
4.7 Within 8 (eight) days of receipt of the Distributor's invoice, Rapid Search shall pay the Commission to the Distributor via wire transfer and shall reduce the amount of the Commission that the Distributor may claim by the amount of the Commission paid. The Parties shall agree electronically in January of each year on any possible correction of the amount of the previous year's Commission based on the actual status of the subscriptions indicated in Clause 4.3, and on the annual payment of the Commission of less than USD 50.00 (fifty US dollars).
4.8 The Distributor shall be notified by Rapid Search electronically of the amount of the Commission due to him and the date of recognition by Rapid Search (the "Recognition Date"). The Distributor shall invoice Rapid Search for the Commission within a limitation period of one (1) year from the Recognition Date. After such statute of limitations, the Distributor shall have no claim against Rapid Search for the Commission, even in the event of partial invoicing of the amount of the Commission (if any part of the Commission has already been invoiced). After the expiry of the limitation period, the unpaid Commission shall be cancelled and no further claims may be made. In the event of termination, Clause 9.7 of this GTC shall apply to the date of invoicing of the Commission.
4.9 The Commission shall be deemed to be paid by Rapid Search when the amount of the Commission is debited to its bank account by the account managing financial institution.
5. Rights and obligations of the Distributor
5.1 The Distributor shall be entitled to participate in the Distributor Program under the provisions set out in this GTC.
5.2 The Distributor acknowledges that the pricing and other terms and conditions of sale of the Rapid Search Service shall be determined solely by Rapid Search. The Distributor shall not be entitled to make any representations, contracts or declarations on behalf of Rapid Search.
5.3 The Distributor is obliged to provide the information required for participation in the Distributor Program at the time of entering into the Contract, which is necessary for the conclusion of the Contract, and assumes full responsibility for the truthfulness of such information. The Distributor acknowledges that Rapid Search makes participation in the Distributor Program possible on the basis of this information. Rapid Search shall not be liable for any damage suffered by the Distributor as a result of the incorrect or incomplete provision of this information, and may claim compensation from the Distributor for any damage resulting therefrom.
5.4 The Distributor is not entitled to assign the Contract to a third party without the prior written consent of Rapid Search.
5.5 The Distributor shall be liable for the conduct of persons acting on its behalf in the course of the Distributor Program. The Distributor shall comply with the law in its actions, and in particular shall not harm the reputation and business interests of Rapid Search and shall conduct its business in an honest manner.
5.6 The Distributor shall take appropriate security measures to ensure that its electronic correspondence with Rapid Search, in particular its password, cannot be accessed by unauthorized persons.
5.7 The Distributor undertakes to present Rapid Search only with the logo, colors and shapes appropriate to the brand on its website and in its newsletter, and to promote the Rapid Search service and the search for New Subscribers by fair and lawful advertising methods.
5.8. It shall be considered a serious breach of contract on the part of the Distributor if (i) it communicates content that Rapid Search deems unethical; (ii) it provides false (company) information; (iii) it displays content that is violent, racist or inciting against any individual, church, group or organisation; (iv) displays deceptive or manipulative content; (v) uses malicious code; (vi) displays any content that damages the reputation of Rapid Search or the Rapid Search service.
6. Rights and obligations of Rapid Search
6.1 Rapid Search undertakes to (i) provide the Distributor with various support; (ii) inform the Distributor of any news, including updates to the Rapid Search system, in electronic form, including the newsletter.
6.2 Rapid Search excludes all liability for any loss of data due to malfunctions.
6.3 Rapid Search may use a subcontractor to fulfil its obligations at its own risk. It shall be liable for the conduct of the subcontractor as if it had acted itself in the matter in question.
6.4. Rapid Search shall comply with the applicable laws and the provisions of this GTC in the course of its operations.
7. Term of the Contract
7.1 The Parties shall enter into a Contract for participation in the Distributor Programme for an indefinite period.
8. Amendment of the Contract and GTC
8.1 The Contract may be amended by Rapid Search unilaterally amending the GTC.
8.2 The Parties may amend the Contract at any time by mutual agreement, derogating from the provisions of this GTC in individual cases. The amendment shall only be valid in writing or as recorded in accordance with Clause 3.3.
8.3 The Distributor shall notify Rapid Search of any change in the notification and billing data by electronic means with identifiable data within 15 (fifteen) days of the change. Rapid Search shall not be liable for any damages to the Distributor resulting from failure to promptly notification of any changes in the data and it may claim compensation from the Distributor for any damages resulting therefrom.
8.4 If Rapid Search wishes to unilaterally amend this GTC, it shall publish the changes on the Website 30 (thirty) days prior to the entry into force of the proposed amendment and notify the Distributor of the changes by electronic means. Rapid Search shall consider the amendment to the GTC as accepted by the Distributor, unless the Distributor terminates the Contract by the effective date of the amendment. Rapid Search shall also be entitled to unilaterally modify the rate of the Commission.
Rapid Search shall notify the Distributor of such amendment by electronic means no later than 30 (thirty) days prior to the effective date of the amendment. Rapid Search shall consider the amendment of the Commission as accepted by the Distributor, unless the Distributor terminates the Contract by the effective date of the amendment.
9. Termination and expiry of the Contract
9.1 Both Rapid Search and the Distributor shall be entitled to terminate the Contract of indefinite period at any time by giving 30 (thirty) days' written notice without giving reasons.
9.2 The Distributor shall be entitled to terminate the Contract of indefinite period with immediate effect (extraordinary termination by the Distributor) in the following cases: (i) Rapid Search fails to remedy its repeated serious breach of contract within 3 (three) days despite written notice from the Distributor; (ii) Rapid Search is subject to bankruptcy or liquidation proceedings by court order.
9.3. Rapid Search is entitled to terminate the Contract of indefinite period with immediate effect (extraordinary termination by Rapid Search): (i) the Distributor commits a serious breach of the provisions of the Contract or this GTC; (ii) the Distributor commits a breach of the provisions of the Contract or this GTC, which breach does not constitute a serious breach and the breach is not remedied within 3 (three) days of Rapid Search's request to do so; (iii) the Distributor obstructs or jeopardizes the legitimate and proper operation of Rapid Search; (iv) the Distributor uses the Distributor Program in a manner or for purposes that are unlawful or attests any unlawful conduct; (v) based on the data and information available to Rapid Search, it is likely that the Distributor has misled Rapid Search with regard to any material circumstances, including, but not limited to, financial, personal/company data.
9.4 The Parties shall notify the other Party of the termination of the Contract by electronic means.
9.5 The notice of termination shall state the reason for termination (in the case of termination with immediate effect), the notice period and the date of expiry of the period of notice.
9.6 Rapid Search shall store the Distributor's data (including the amount of the Commission) for a period of 30 (thirty) days from the date of termination of the Contract, unless otherwise provided by law, after 30 (thirty) days the data shall be deleted. Rapid Search shall not be held liable for any damage suffered by the Distributor as a result of the deletion of the data.
9.7 In the event of termination, the Parties shall settle accounts with each other within 30 (thirty) days of receipt of the termination by the other Party. In this case, the Distributor shall invoice Rapid Search for the Commission due and payable to it up to the termination deadline within this period, subject to loss of rights, subject to the provisions of Clause 9.6 above.
10. Procedure for reporting faults and other complaints
10.1 Error reports and other complaints regarding the Distributor Program may be made to Rapid Search electronically at partner@rapidsearch.hu.
10.2. In case the disclosure of the Distributor's trade secrets or data for Rapid Search is unavoidable in the course of correcting the error, the Distributor's consent to disclosure of its data or trade secrets shall be deemed to have been given by using the service to correct the error. Rapid Search shall use its reasonable endeavours to correct the error within the shortest possible time from the date of notification of the error.
10.3 The Distributor shall be liable for any damages resulting from late notification of errors and failure to notify errors or inadequate notification of errors.
11. Limitation and exclusion of liability
11.1 Rapid Search shall not be liable, inter alia, for any failure of the Distributor Program due to: a) the malfunction or inadequacy of the equipment used by the Distributor; b) the breach by the Distributor of its obligations or legal requirements under the Contract and this GTC.
11.2 Rapid Search excludes all liability other than liability for damage caused intentionally and for damage to human life, physical integrity or health.
12. Intellectual property
12.1. Rapid Search is the exclusive owner of all software, software solutions, technologies, technical information, discoveries, ideas, theories, developments, designs, logos, original works of authorship, processes, algorithms, inventions, know-how, patents, process and other information, developed or used by Rapid Search, modifications and enhancements thereto, all documentation, implementation methodologies, roadmaps, protocols, flowcharts, marketing materials, notes, sketches and other information, and Rapid Search's trade secrets and all other confidential and proprietary information of value.
12.2 The Contract shall not create any right or title in or to the Intellectual Property of Rapid Search for the Distributor. The Distributor shall indemnify Rapid Search for all damages, costs and claims arising from any breach of this provision.
13. Miscellaneous provisions
13.1 The interpretation of this GTC and the Contract and the matters not covered by them shall be governed by Hungarian law.
13.2 The Parties undertake to cooperate in the performance of their obligations under the Contract and to settle any disputes arising out of the Contract amicably. If this does not lead to result, the Parties agree to submit to the exclusive jurisdiction of the court of Rapid Search's registered seat.
13.3 The Parties acknowledge and agree to be bound by the fact that any data, facts or any other information which they have learned, acquired or otherwise come into possession of in connection with each other's activities, in particular data, facts or any other information concerning their activities, economic, legal and financial situation, which have not yet been disclosed, shall be treated as business secrets, shall be treated confidentially, shall not be disclosed to third parties and shall not be made available to third parties. It shall not constitute a breach of this provision if a Party has fulfilled its legal obligation to provide information or the data owner has given its prior written consent to the disclosure of the information.
13.4 Where the Contract and this GTC provide for notification or consultation by electronic means or in writing, this shall include e-mail. Where notice is given by e-mail, the notice shall be deemed to have been delivered on the working day following the day on which the e-mail is sent.
13.5 Unless otherwise provided for in this GTC, notices to the Distributor shall be sent to the e-mail address provided during registration.
13.6 The current version of the GTC of Rapid Search is available on the Website here: https://www.rapidsearch.app/affiliate-program. 2024/05/13 Rapid Search Zrt.