Terms of service

These Terms and Conditions („Terms and Conditions”, „Agreement”) govern your use of the services offered by Gizmi Spółka Akcyjna based in Szczecin at Al. Piastów 22, ZIP code 71-046, tax ID No. PL 8522669953 („Gizmi”, „We” or „Us”) which include providing you („You”, „Your”) with technological chat-commerce solutions („Platform”), which enable you to sell your products and services („Professional Services”) to users of the web and messenger apps („Users”), as well as use other services which we have on the Platform or at gizmi.io („Site”). This Agreement is valid from the day you begin using the Platform and Site and continues until terminated in compliance with its provisions.

    1. You should review the Agreement carefully before registering on the Platform and using the Site.
    2. The Platform is accessed using an information and communication technology (ICT) infrastructure that enables data processing and storage, as well as transmission and reception via telecommunications networks, in compliance with the wording of the Act of July 18, 2002 on the provision of electronic services (Journal of Laws No. 144, item 1204 as amended; „Act”).
    3. The Platform can be used only in accordance with the terms stated in the Agreement.
    4. The Platform can be accessed only after signing on the Site.
    5. Gizmi offers services both in Poland and internationally.
    6. Gizmi informs that the fundamental risks associated with Internet use include (a) malware; (b) applications or scripts that have harmful, malicious, or criminal effects on the network user’s ICT system, such as viruses, worms, or Trojans; and (c) spyware, or user tracking programs that collect information about the user and send it to the program’s author, usually without the user’s knowledge; (d) spam; (e) phishing confidential personal information (such as passwords) by impersonating a trustworthy person or institution; (f) hacking into the ICT infrastructure through the use of hacking software.
    7. To prevent the risks outlined above, you can install an anti-virus software and a firewall on your computer and other electronic devices that connect to the Internet. This software should be regularly updated.
    8. The Privacy Policy specifies the role and intent of any software or data that is not a part of the content of services introduced by Gizmi to the user’s ICT system.
    1. You sign up by completing the form on the Site.
    2. Required fields on the registration form are clearly identified.
    3. To sign up, you must have a valid email address and a valid phone number. Gizmi may implement additional login methods as the Platform and Site evolve, including, but not limited to, the use of Google, Facebook, and Apple accounts.
    4. Gizmi has the right to include other methods of verification, including text messaging, and you shall agree to this. The above consent also includes allowing Gizmi to send you messages related to the registration process and the provision of services covered by the Terms and Conditions to the phone number you gave. This information shall not be commercial or advertising in nature.
    5. After you complete and upload the registration form, Gizmi will send an authorization token to the email address you gave.
    6. To access the Platform, you must first login to the relevant profiles on third-party websites such as Facebook, Instagram, WhatsApp, or Twitter.
    7. To process payments, you must create an account at the Payment Processor and verify your identity in compliance with applicable anti-money laundering and counter-terrorist funding laws and the Payment Processor’s guidelines.
    8. To access the Platform and the Site, you must have a computer or other device equipped with software that enables you to browse the web and connect to the Internet with a minimum bandwidth of 1Mb/s. The Platform and the Site can be accessed via web browsers such as Chrome from version 60, Firefox from version 55, Edge from version 79, Safari from version 11.1. To use the mobile version of the Platform and Site, you must have an Apple iOS device running version 12 or an Android device running version 8, as well as Internet access with a minimum bandwidth of 1Mb/s.
    9. When you sign up to the Site to use the Platform, we may request your contact information and personal data. Our Privacy Policy governs our use of your personal data. You shall keep your personal data current and accurate at all times. False, inaccurate, or out-of-date personal data can prevent you from registering, making it more difficult or impossible for us to provide services on the Platform. To use the Platform, you must provide the following information:
      1. first and last name;
      2. name of company;
      3. phone number;
      4. email address.
    10. The Platform is intended only for nonconsumers. In other words, only an entity that takes factual and legal actions specifically relevant to its business or professional activity when concluding this Agreement can be a party to the Agreement and an user of the Platform. By accepting the Agreement, you admit and confirm that by accessing the Platform, you take factual and legal actions specifically relevant to your business or professional activity.
    11. If Gizmi discovers that the actions listed in 2.10 were unrelated to your business or professional activity, Gizmi reserves the right to immediately cancel the Agreement. The preceding sentence does not preclude Gizmi from making claims, including claims arising from you making false statements.
    1. After completing the registration process correctly, you and Gizmi enter into a indefinite-term Agreement. Unless you prolong the option of accessing the Platform by making a payment Agreement ends.
    2. Gizmi reserves the right to promptly cancel this Agreement upon written notice to your email address. Termination can occur for the following important reasons:
      1. your statement specified in 2.9 turned out to be false;
      2. there are sufficient reasons to initiate liquidation or bankruptcy proceedings against you;
      3. your actions constitute a violation of the principles of peaceful coexistence;
      4. we have a reason to believe that your actions on the Platform or the Site breach relevant laws;
      5. your actions constitute a violation of the Terms and Conditions;
      6. other situations described in the Terms and Conditions.
    3. You are entitled to automatically cancel this Agreement upon written notice to us so long as all fees collected before the termination are not reimbursable.
    4. Gizmi has the right to terminate this Agreement by written notice to your email address prior to the start of the next subscription period. In such circumstances, all future subscription fees will be cancelled and not collected, and links and other deposit functionality will continue to operate until the end of the last paid 30-day subscription period, calculated from the date of the last payment collected.
    5. The expiration or termination of this Agreement for any reason shall have no effect on any rights, obligations, or responsibilities existing previous to the termination or expiration date, or on any rights, obligations, or responsibilities specifically set out in this Agreement, which shall survive the expiration or termination.
    1. Our services are offered on a fee-for-service basis in compliance with the price list displayed on the Site (the „Pricing”), which is an integral part of this Agreement.
    2. To continue using the Platform after the Trial Account expires, you must pay the monthly fee for the chosen plan („Plan”).
    3. Gizmi defines a Plan as a set of Platform features that are made accessible for a fee. The Plans and fees are included in the Pricing.
    4. The fees due to Gizmi include: i) a fixed subscription fee („Subscription”), ii) additional fees for the services used („Pay as You Use Fees”), iii) commission fees („Commissions”).
    5. The Subscription fee is deducted in advance from your credit or debit card account. The Subscription period is specified in the Pricing.
    6. Depending on the form of operation, the Pay as You Use Fees are paid in advance or as post-paid from your credit or debit card account.
    7. Commissions are charged as described in 5.3 of this Agreement. Commissions are charged directly from the transaction amount by the Payment Processor.
    8. After signup, you will use the Platform as part of the Plan you selected.
    9. The Pricing specifies the scope of services included in the selected Plan.
    10. By continuing to use the Platform after the Trial Account expires, you agree to the Platform billing the account selected by you linked with the introduced credit or debit card on a cyclical basis for the payments specified in the Terms and Conditions. You can cancel your subscription to the chosen Plan at any time and revoke your consent to your credit or debit card account being charged.
    11. In the case of an automated payment, the payment is deemed made on the day Gizmi receives confirmation of the correct transaction in the exact sum, as executed by the Payment Processor („Payment Processor”) acting as a mediator.
    12. The Payment Processor is Stripe Payments Europe Ltd. Gizmi reserves the right to introduce other Payment Processors.
    13. We reserve the right to modify our Fees at any point by adding a new Plan and Pricing on our Site and notifying you by email. In this scenario, you have 7 days from the date of notice to cancel the agreement. Failure to provide notice and continuing use of the Platform constitutes approval of the amended Fees.
    14. Gizmi is not liable for any delays in accessing the Platform caused by inaccurate or incomplete data submitted by you, which makes payment difficult or impossible.
    15. You must submit the data needed to issue a VAT invoice in order to accept one. You agree to have electronic invoices issued, sent, and shared with you.
    1. The Platform enables you to make and deliver specific payment requests to your Users based on the details you submit.
    2. Payments from users will be made to your account via the Payment Processor.
    3. Under this Agreement, Gizmi receives Commissions as stated in the Pricing for each gross payment made by the User to you. The Commission will be charged the relevant VAT in the sum prescribed by the regulations in effect at the time the VAT invoice is sent.
    4. Regardless of the Commissions described above, the Payment Processor reserves the right to charge you commissions in compliance with its terms. The Payment Processor’s commissions are not covered by this Agreement.
    5. Gizmi takes all necessary technical measures to facilitate the connection described above between Users, the Platform, and the Payment Processor.
    6. Your Users’ fees are charged by the Payment Processor.
    7. Your Users’ payments are deposited into your bank account by the Payment Processor.
    8. Gizmi is never a party to a transaction or other legal action involving your Users, and it does not process their personal data.
    9. You are solely responsible for deciding the Users’ fees, as well as any complaints or chargebacks requested by Users, the Payment Processor, and/or any other financial entity participating in the payment process. We have no power over and take no responsibility for the execution of any of the procedures mentioned previously. We are not responsible for (a) the actions of your Users (b) information you provide in payment applications, (c) failure by Users to make payments due to you or to collect such payments.
    10. You acknowledge and agree that you are under a legal duty to plan and adequately convey to Users the laws governing the selling of Professional Services, and that this Agreement does not constitute such rules.
    11. As part of the Platform, Gizmi can provide you with templates of rules listed in 5.10 for use.
    12. The fact that you use the Gizmi-provided rule templates mentioned in 5.11 does not absolve you of responsibility for ensuring their accuracy and conformity with applicable law.
    13. By using the rule templates mentioned in 5.11, you acknowledge that Gizmi shall have no liability to you or your Users in this regard.
    14. Should you not use one of the rule templates mentioned in 5.11, Gizmi shall publish the rules you provide on the Platform. You commit to the use of Gizmi’s rule templates if you do not apply your own rules. In this case, sections 5.12 – 5.13 shall apply accordingly.
    1. Except as expressly permitted in this Agreement, you are not permitted to:
      1. modify, alter, or create derivative works of the Platform or any part of the Platform, either by yourself or by a third party on your behalf, in any physical or electronic, mechanical way or other than expressly permitted in the Agreement;
      2. interfere with the Platform’s functionality in any way or use the Platform in a manner that breaches the Agreement, Privacy Policy, applicable laws, legislation, or provisions that apply to the Platform;
      3. threaten or compromise the Platform’s integrity or operation, or that of any other computer system or network, or bypass or exploit the Platform’s operation or functionality, including any hosting services offered by third parties to allow the Platform’s operation;
      4. interfere with the Platform’s normal operating conditions in any way, including a coordinated effort to overpower it using any hacking attack technique;
      5. use the Platform commercially in any way that is not explicitly permitted by this Agreement or make it available to third parties in any way that is not expressly permitted by this Agreement;
      6. use the Platform to send invitations or ads, or to send unsolicited mass emails or unsolicited commercial messages, or to engage in any other activities that are prohibited by statute, including those included in the Act or the Telecommunications Law of July 16, 2004. (Journal of Laws No. 171, item 1800, as amended);
      7. publicly display, decompile, disassemble, reduce to human-readable form, execute in public, adapt, convert, compile, translate, lend, rent, replicate, or merge the Platform with other software or services.
      8. copy any of the Platform’s concepts, functionalities, features, or graphics, or any content, including those that are Gizmi’s intellectual property, or any other knowledge, documents, software, goods, or services found on or made accessible via the Platform (collectively „Restricted Content”);
      9. access (or attempt to access) the Platform in any unauthorized or automated manner other than via the Gizmi-provided interface;
      10. violate this Agreement or any other relevant rules or directions we can give to you in connection with your use of the Platform;
      11. post fake, incorrect, or deceptive content on the Platform, or material that violates the law or the Platform’s existing descriptions or rules of behavior;
      12. collect and compile Restricted Content using bots, crawlers, or similar IT programs in order to compete with the Platform or to inhibit or interrupt the Platform’s functionality;
      13. impersonate another person or entity or to make false claims about your identity, customer status, job, relationship, or association with another person or entity;
      14. collect or process Users’ personal data without their express consent;
      15. compromise the security or integrity of any network, computer or communication system, application, network, or computer device used to operate the Platform;
      16. remove or modify any trademarks, logos, copyrighted content, or other intellectual property information displayed on or found within the Platform, be it Gizmi’s or any other third party’s;
      17. offer, sell, or provide any information, content, Professional Services, or material that could be considered dangerous, counterfeit, stolen, fraudulent, offensive, or indecent, the sale, distribution or use of which is prohibited; or that is otherwise in violation of good manners and applicable regulations, including those relating to consumer rights, intellectual property rights, privacy rights, and product safety rights. Since you use third-party applications such as Facebook Messenger, Instagram, WhatsApp, Twitter, and Stripe, your Professional Services must also adhere to the policies of those platforms;
      18. otherwise use the Platform contrary to the terms of this Agreement.
    1. Gizmi is the sole owner of all rights, titles and shares related to the Platform and all copyrights, patents, trademarks, service marks, inventions, domain names, brands, company names, utility brands, rights to computer software, source codes, rights to databases and know-hows, design rights, confidential information, registration of the rights mentioned previously and/or any other rights of the nature mentioned previously („IP of Gizmi”).
    2. This Agreement does not convey any ownership rights of the Platform or IP of Gizmi to you, but rather a restricted, non-exclusive, non-transferable, and revocable license to use the Platform in compliance with the terms of this Agreement for the period stated in the Terms and Conditions.
    3. Without Gizmi’s prior written consent, you cannot copy, edit, modify, display, distribute, or misuse the Platform or IP of Gizmi in any other way, in any manner or by any means.
    4. Should you use the Platform in breach of the limited license given in this Agreement, this Agreement will terminate and you can be subject to claims for damages.
    5. This Agreement does not entail a waiver of Gizmi’s intellectual property rights or a sale of Gizmi’s exclusive copyrights or industrial property rights.
    1. Providing the Platform to you under this Agreement, Gizmi makes reasonable attempts to ensure the Platform’s proper operation; however, Gizmi makes no promise or guarantee that any content you wish to send, store, share, or connect through the Platform will be sent, stored, shared, or connected.
    2. Gizmi reserves the right to review any content posted on the Platform and to delete, block access to, or refuse to distribute it through the Platform for any reason Gizmi, in its absolute discretion, deems valid, including: (i) when we believe that the content violates this Agreement or any applicable law; (ii) to prevent misuse of the Platform (iii) when your account is canceled, either by you or by us; and (iv) when the owner of the content you have shared on the Internet wants to have it removed, either in response to a lawsuit or on our own initiative.
    3. You are not permitted to submit, store, post, or link any content or materials on the Platform that contain or may be construed as:
      1. infringing or violating third-party intellectual property rights, including patents, copyrights, and trademarks;
      2. software viruses, Trojan horses, malware and spyware, or any other harm-causing software or any related software or program that could impair the Platform’s operation;
      3. promoting, endorsing, aiding, instructing, or recommending in the commission of a crime, as required by law;
      4. constituting an infringement of personal rights of third parties;
      5. prohibited by any applicable law;
      6. inciting or promoting racism, fanaticism, hatred or harm to any group or individual of any kind;
      7. persecuting or supporting the persecution of others;
      8. being a manifestation of sexual abuse or violence against individuals, or that contain pornographic content or references to pornographic content;
      9. spreading propaganda and/or symbols of organizations that are unconstitutional or illegal;
      10. threats, insulting, offensive, defamatory, slanderous, vulgar, indecent, or racist, ethnic, or otherwise unacceptable; and
      11. unsolicited commercial messages („spam”), chain letters or pyramid schemes.
    4. You represent and warrant that you own all rights to the content you post and use through the Platform, or that you have a license to post and use such content online through the Platform, in accordance with this Agreement.
    5. However, nothing in the preceding imposes on Gizmi any duty or requirement to track, review, access, or supervise any content uploaded to the Platform.
    6. Without limiting the above, Gizmi does not recognize or accept any responsibility for content that you share through the Platform.
    7. We reserve the right to prevent you from accessing stored data supplied by you if we receive credible information about its unlawful nature. We will inform you immediately via e-mail of our plan to restrict access to the stored data.
    1. When using the Platform, you make the following representations, warranties, and liabilities to us:
      1. you are 18 years of age or older (regardless of whether you behave on your own behalf or on behalf of another);
      2. you are eligible to offer Professional Services to Users and will provide Professional Services with due diligence in compliance with all applicable professional laws and regulations, to the degree they exist, and with any legal requirements put on you in connection with the offered Professional Services to the extent they exist, and with any legal obligations imposed on you in connection with the provided Professional Services;
      3. you are solely responsible for all actions and omissions related to the Professional Services, for your access to and use of the Platform, and for the access and use of the Platform by those acting on your behalf;
      4. you agree to abide by all existing and applicable laws and regulations governing the use of the Platform in effect in the jurisdiction in which the Platform is used, including those relating to privacy and personal data;
      5. you consent to follow any directions given by Gizmi about access to or use of the Platform; you are entirely responsible for the performance of the Professional Services and the manner in which they are performed, and we will not be liable in any way in connection with the Professional Services, nor will we be liable for any claims arising out of or in connection with the Professional Services or their performance by you.
    2. If Gizmi learns that you have breached this section (or any portion thereof), Gizmi reserves the right, in its absolute discretion, to automatically delete the infringing material, terminate your account, and inform the relevant authorities.
    1. Gizmi respects your privacy. Gizmi’s collection of information in conjunction with the Platform’s usage is always subject to the Gizmi Privacy Policy, which is incorporated into this Agreement („Privacy Policy”). The Privacy Policy is available on the Site. Gizmi retains the right, at its own discretion, to amend this Privacy Policy from time to time. We suggest you review the Privacy Policy from time to time. By choosing to use the Platform after these modifications, you agree to the changes.
    2. Regardless of the above, you use the User’s personal data in a manner consistent with this Agreement and applicable legislation. Gizmi is not responsible for your privacy policy or its enforcement.
    3. The Site is not designed for or aimed to children under the age of 16. Gizmi does not deliberately collect personal data from children under the age of 16 or send them requests for personal data.
    1. We can make updates or alterations to the Platform and Site materials at any time. Gizmi reserves the right to make updates, modifications, improvements, and other amendments to the Platform and its goods, programs, and services at any time, as well as to suspend or terminate the Platform or any goods, programs, or services without warning.
    2. The Site and Platform may include links to third-party websites that are not under Gizmi’s control. The links are given for your convenience only, and Gizmi makes no statements about the content of these pages. Gizmi makes no representations or warranties for the content of any linked website, nor any modifications or updates to those websites. Gizmi takes no responsibility or liability for any material that may be accessed from other websites or that can be accessed from the Platform.
    3. Gizmi’s distribution of information about third-party products or services does not constitute Gizmi’s declaration about the legality of the system of providing these products and services, nor, in particular, their liability, warranty, or the need to accept and reject products onto the market. This is because Gizmi does not verify this information.
    4. The Platform and materials on this site are provided „as is” and „as available”. When accessing the Platform and the materials shared on the Platform, you understand and accept that you will do your own unbiased review and compliance evaluation of Professional Services regulations.  Gizmi’s responsibility for the Platform and content, as well as for the placement or assistance in the placement of Professional Services on the Platform offered by Gizmi, shall be limited to the degree allowed by generally applicable law.
    5. Any changes made by you to the way the applications integrated with Gizmi, including in particular Facebook, Facebook Messenger, Instagram, WhatsApp, operate during the use of the Platform may hinder or prevent its operation, for which Gizmi is not responsible. In case of any changes made by the providers of the aforementioned applications during the use of the Platform, over which Gizmi has no influence, this clause shall apply accordingly.
    6. Nothing in this Agreement shall constitute a warranty or representation by Gizmi as to the suitability of the Platform for the agreed use or purpose.
    1. In no event will Gizmi be liable for any damages, whether direct, indirect, special, incidental, or consequential damages, resulting from the use or operation of the Platform or materials available on the Site, whether resulting from the Agreement, negligence, or other misconduct, regardless of whether Gizmi or an approved representative of Gizmi has been advised on the possibility of such damages even if the damages could have been foreseeable. The gross responsibility of Gizmi under this Agreement on each title, including damages in tort, is limited to the amount of fees directly awarded by Gizmi under the Agreement.
    2. You exempt Gizmi and its employees and associates from all third-party lawsuits arising out of the execution of this Agreement. In particular, you shall pay Gizmi for all costs and expenses (including the hourly rate of the workload) sustained or incurred by Gizmi as a result of or in connection with third-party reporting of any lawsuits against Gizmi triggered by your action or the actions or omissions of third parties for which you are liable.
  13. OTHERS
    1. This Agreement and the use of the Platform will not be construed as constituting or suggesting a contract between you and Gizmi as an agency, joint venture, franchise, or partnership. You do not make any representations on behalf of Gizmi, involve yourself with, or represent Gizmi in any way.
    2. This Agreement is regulated by and interpreted in compliance with the laws of the Republic of Poland. In matters not covered in this Agreement, the relevant provisions of Polish law shall apply. Any disagreements between the Parties, including those relating to the Agreement’s fairness, interpretation, non-performance, or inappropriate performance, will be resolved by Polish courts. Any disagreements between you and Gizmi, including those relating to the Agreement’s fairness, interpretation, non-performance, or inappropriate performance, will be resolved by courts competent for the office of Gizmi. This Agreement was drawn up on the basis of applicable law, in particular the provisions of the Civil Code – the Act of April 23, 1964. (Journal of Laws of 1964, No. 16, item 93, as amended), the Act of July 18, 2002 on the provision of electronic services (Journal of Laws of 2002, No. 144, item 1204, as amended) , the Act of February 4, 1994 on copyright and related rights (Journal of Laws of 2006, No. 90, item 631, as amended); Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) („GDPR”) (OJ L of 2016, No. 119, p 1, as amended).
    3. Gizmi can notify you through a general notification on the Platform, an email sent to your email address, or a text message. Notifications are considered delivered 72 hours after they are published on the Platform or 48 hours after they are sent by email or text. You can contact Gizmi at any time by sending an email to [email protected].
    4. We reserve the right to post – including on our website – your review on Gizmi or the Platform, including those made in conversation with Gizmi, as long as your personal data is not disclosed without your prior consent.
    5. Gizmi reserves the right to change the terms and conditions of this Agreement or its rules relating to the Platform or the Site. The changes will take effect 7 days after Gizmi notifies you via Platform publication or a message to your email address. In this scenario, you have the right to cancel the contract within the time frame stated in the preceding sentence. By not canceling the contract and choosing to use the Platform or Site after those modifications, you agree to the changes. If you disagree with any of the modified terms and conditions, you must immediately discontinue use of the Platform and/or the Site.
    6. We can transfer ownership to the Platform or Gizmi to a third party (through a merger, by selling shares, assets, license, or otherwise), as long as your rights under the Agreement are not compromised. Please be aware that Gizmi will process your personal data for the purpose of possible transfer to the third party mentioned in the preceding sentence.
    7. The clauses concerning intellectual property, warranty disclaimers, liability limitations, and damages shall survive any breach or expiration of this Agreement for any reason.
    8. This Agreement constitutes the parties’ entire agreement with respect to its subject matter and supersedes any previous or concurrent negotiations, discussions, or understandings between the parties, whether written or oral, about the subject matter of this Agreement. Should any provision of this Agreement be considered invalid or unenforceable by a court of competent jurisdiction, the provision will be interpreted as closely as possible to match the invalid or unenforceable provision’s meaning, and the remaining provisions will remain in full force and effect. Gizmi’s inability to uphold any right or provision of this Agreement does not constitute a waiver of the right or provision, unless and until Gizmi confirms that waiver in writing.
    9. You cannot assign this Agreement without Gizmi’s prior written permission, and any assignment rendered without prior written permission will be nullified. Gizmi can freely assign its rights and responsibilities under this Agreement in full or in part to third parties.
    10. You have the right to lodge a complaint about the services rendered. Complaints can be made in writing to the Gizmi address specified on the Site or electronically to the email address [email protected]. You should state the reason for filing the complaint and the scope of actions you want us to undertake.
    11. If the Agreement is written in a language other than Polish, the Polish version would take precedence in the event of a conflict between the two versions.
    12. These Terms and Conditions take effect starting April 15, 2021.