Kerna Partner Programme Terms

1.1 Kerna means Kerna sp. z o.o., Warszawska 40/2A, 40-008 Katowice, Poland, KRS 0001203068, NIP 9542897132.

1.2 Partner means a business accepted into the Kerna Partner Programme under these Terms.

1.3 Client means the person or organisation that is party to a paid Kerna subscription for an Account attributed to the Partner under clause 5. For attribution and commission, each Account is treated separately.

1.4 Account means a Kerna account. For a team plan, it is the account responsible for paying for the team.

1.5 Partner Code means the code Kerna assigns to the Partner. Partner Link means the kerna.io address that carries that code. Deal Registration means the registration of a prospective Client's company name and email domain by the Partner in the Partner Dashboard under clause 5.2.

1.6 Net Payment means the amount a Client actually pays Kerna for a subscription, after discounts, excluding VAT and other taxes, and less refunds, credits and chargebacks within the limits of clause 6.2.

1.7 Commission Period means, for each Client, the period that starts when Kerna receives the Client's first successful payment for the attributed subscription and ends when the agreement between Kerna and the Partner under these Terms ends. If the subscription ends and the same Account later starts a new one, clause 5.8 applies. The Partner Dashboard shows when each Client's Commission Period started.

1.8 Partner Dashboard means the partner area of the Kerna dashboard at kerna.io. Statement means the commission summary for a settlement period under clause 7.2, issued there in accordance with clause 7.

1.9 Level means Partner or Partner Plus, as described in clause 3.

1.10 Working Day means a day other than a Saturday, Sunday or public holiday in Poland.

1.11 Group means the Partner and any entity that controls it, that it controls, or that is under common control with it.

1.12 Days, months and quarters under these Terms are counted in Coordinated Universal Time (UTC), unless a clause says otherwise. Tax dates, such as the date of service, follow the applicable law.

2.1 A business applies through the form at kerna.io/partners. Kerna reviews each application and may reject it without giving reasons.

2.2 Only registered businesses with a tax identification number may join. They must act in the course of their business and be established in the European Economic Area, the United Kingdom, Switzerland, the United States or Canada: the countries where Kerna can pay partners through Stripe.

2.3 Before accepting these Terms, the Partner can read them and save or print their text. The agreement starts when Kerna has confirmed approval by email and the Partner has accepted these Terms in the Partner Dashboard. The person who accepts them gives their name and role and confirms that they are authorised to act for the Partner. Kerna keeps the text of the version accepted, the date and time of acceptance and who accepted it, and emails the Partner a confirmation with the accepted text.

2.4 On approval, Kerna assigns a Partner Code and a Partner Link and grants access to the Partner Dashboard to the Kerna accounts the Partner designates. The Partner is responsible for the actions of those users in the Partner Dashboard.

2.5 The programme is non-exclusive. Kerna may work with other partners and sell directly in any territory. The Partner has no purchase obligation or sales target.

3.1 The Partner earns commission on every Net Payment Kerna receives from a Client during that Client's Commission Period. The right to commission arises no later than mandatory law provides, in particular Article 761³ of the Polish Civil Code.

3.2 The rate depends on the Partner's Level:

3.3 On the first day of each calendar quarter, Kerna sets the Partner's Level for that quarter based on the previous quarter's Net Payments that earned commission. Payments in euro and złoty count together, each amount expressed as a proportion of the threshold for its currency. For example, €12,500 and 50,000 zł together qualify the Partner for Partner Plus. No exchange rate is used. The Level applies to that quarter only: if the previous quarter's Net Payments do not reach the threshold, the Partner's Level for the quarter is Partner and the rate for Clients attributed in that quarter is 20%. The rate for Clients already attributed does not change (clause 3.4).

3.4 For each Client, the commission rate stays fixed for the whole Commission Period at the rate of the Partner's Level on the day that Client was attributed. A later change of Level does not affect Clients already attributed.

3.5 Commission is earned on every payment received during the Commission Period, whatever period it covers, including monthly and annual payments, renewals, upgrades, extra seats and other plan changes, at the Client's rate. Changing between monthly and annual billing does not affect commission already earned, subject to clause 6.

3.6 No commission is earned on:

• payments Kerna receives after the Commission Period ends, subject to clause 17.5(c);
• payments by the Partner, its employees or any member of its Group;
• payments from an Account from which Kerna received any payment in the 12 months before the payment that started that Client's Commission Period;
• any amount Kerna does not keep, such as a refund or chargeback, within the limits of clause 6.2.

3.7 Commission is calculated and paid in the currency of the Client's payment: euro or złoty.

3.8 Commission is the Partner's only remuneration under these Terms. The Partner is not required to buy Kerna's services for resale, to contribute to Kerna's advertising or promotion, or to make investments specific to Kerna, such as in equipment, premises or staff training. Kerna reimburses costs only if it has agreed to them in writing in advance. If Kerna asks the Partner to fund such advertising or promotion or to make such an investment, Kerna agrees to the cost in advance and reimburses it in full.

4.1 Clients attributed to a Partner pay Kerna's prices in force. The programme gives Clients no discount.

4.2 The Partner may not offer discounts, rebates or other benefits in Kerna's name, pass on any part of its commission to a Client, or offer a Client any other benefit that depends on the commission.

4.3 Kerna may run its own promotions. A Client who uses one stays attributed to the Partner, and commission is calculated on the Net Payment.

5.1 A Client is attributed to the Partner when Kerna receives its first payment for a subscription started through one of the routes below. Each Account can be attributed to one Partner only. The attribution does not change afterwards, except under clauses 5.6 to 5.8.

5.2 Deal Registration. Before a prospective Client subscribes, the Partner may register its company name and email domain in the Partner Dashboard. The Partner registers only a prospect it is actively in discussions with and, on request, shows Kerna evidence of those discussions; Kerna may cancel a registration for which none is shown. A registration lasts 30 days and can be renewed once, before it expires, for 30 more days while the discussions continue. It covers the first Account on that domain to start a paid subscription during the registration; other Accounts on the domain are attributed only under clauses 5.3 to 5.6. Kerna refuses a registration for a domain that:

• already has a paid Kerna account;
• belongs to a public email provider;
• is already registered by another partner;
• belongs to the Partner or its Group.

5.3 Partner Link. A Client who follows the Partner Link and then pays for a subscription on kerna.io is attributed to the Partner. The Partner Link carries the Partner Code to the subscription page; the Client does not enter a code.

5.4 The Partner Link the Client followed last before paying is the one that counts. Kerna does not store the link in cookies, so it is lost if the visitor changes browser or device or comes back to kerna.io without it. A Deal Registration under clause 5.2 does not depend on the link.

5.5 Priority. A valid Deal Registration takes priority over a Partner Link.

5.6 Missed attribution. Within 30 days of a Client's first payment, the Partner may ask Kerna by email to attribute a Client that the routes above missed. Kerna decides on the available evidence. For a Client attributed this way, the Partner earns commission at the rate corresponding to its Level on the day Kerna attributes the Client. Commission covers all eligible payments from that Client, starting with the first payment and including payments received before attribution. The Client's Commission Period still starts with that first payment.

5.7 Kerna's records of attribution are decisive unless they are shown to be wrong. Kerna corrects an attribution shown to be wrong and tells the Partners concerned. Commission credited to the wrong Partner is cancelled or, if already paid, recovered under clauses 6.3 and 7.9, and the right Partner is credited with the commission it should have earned, at the rate of its Level on the day the Client was originally attributed, for the Client's Commission Period.

5.8 Returning customers. Except for a correction under clause 5.7, an Account attributed to a Partner stays attributed to that Partner and is never attributed to another. If a Client's subscription ends and the same Account later starts a new paid subscription during the Client's Commission Period, payments for it earn commission at the Client's original rate. An Account that was never attributed and has made no payment to Kerna in the 12 months before its first payment for a new subscription may be attributed as a new Client.

6.1 Commission is recorded when the Partner acquires the right to it under clause 3.1 and is settled on the Statement for the settlement period in which that right arose. For 30 days after the payment, Kerna checks the entry for refunds, chargebacks and errors. This review does not postpone the Statement or the payment date in clause 7.

6.2 If a Client payment is refunded, reversed or reduced, Kerna reduces or cancels the commission on it in proportion, but only where it is clear that the Client's contract will not be performed for reasons for which Kerna is not responsible, as Article 761⁴ of the Polish Civil Code provides. A refund caused by Kerna not performing, or not performing properly, or given by Kerna as a gesture of goodwill, does not reduce the commission. If the commission is already on an issued Statement, the reduction appears as an adjustment on a later Statement; if it has been paid, clause 6.3 also applies. The same reduction is never applied twice.

6.3 If commission that was not due has already been paid, Kerna sets it off against later amounts due to the Partner in the same currency, also before it would be repayable in cash. Kerna first tells the Partner both amounts, the reason and the date of the set-off. Any amount not recovered within six months of that notice is repaid within 14 days of Kerna's request. No amount is recovered twice. Any corrective invoice the law requires is issued and accounted for within the statutory deadlines, whether or not the amount has been set off or repaid.

6.4 A Client's dispute of a payment with its bank or card issuer does not hold the commission on it or move the date on which it is due. If Kerna loses the dispute, the commission is reduced within the limits of clause 6.2, in proportion if Kerna keeps part of the payment, and any amount already paid is recovered under clause 6.3.

6.5 The Partner Dashboard shows each commission entry, its status and the Statement it is on.

7.1 Commission is settled for each settlement period under clause 7.2. Within the first 5 Working Days after a settlement period ends, Kerna issues a Statement in the Partner Dashboard, separately for euro and złoty, for all commission to which the Partner acquired the right in that period under clause 3.1, with any adjustments not yet settled, whatever the amount. The Statement shows separately: for each commission entry, the Client, the date the right to commission arose and, if Kerna has received the payment, its receipt date, the amount on which commission is calculated, the rate and the commission; each adjustment to commission on an earlier Statement, with its reason; any balance carried from an earlier Statement; and the balance to be paid. Each commission entry and adjustment appears on one Statement only, so nothing is invoiced or paid twice. The Partner Dashboard also shows each commission entry and its status from the moment it is recorded.

7.2 There is no minimum amount. The services under these Terms are settled in settlement periods. Each settlement period is a calendar quarter, except that if the agreement ends before the last day of a quarter, the last settlement period ends on the day the agreement ends (the Final Period). The date of service is the last day of the settlement period, including a Final Period, unless applicable law requires otherwise. Kerna issues the Statement for a Final Period (the Final Statement) within 5 Working Days after the agreement ends and in any case early enough for the Partner to meet any invoice deadline that applies to it. Commission taken off a Statement under clause 7.3 that proves to be due goes on a supplementary Statement for the settlement period in which the Partner acquired the right to it under clause 3.1. After the Final Statement, commission for the Final Period found later, and any adjustment to commission already on a Statement, go on a supplementary Statement, with a corrective invoice where the law requires one. Commission that continues after the end under clause 17.5(c) is settled for the rest of that quarter and then for each calendar quarter. If the adjustments in a currency exceed the commission, Kerna still issues the Statement; nothing is paid for it, and the balance is set off against later Statements under clause 6.3.

7.3 The Partner checks each Statement and may accept it in the Partner Dashboard. Acceptance confirms the amounts; it is not a condition for invoicing or payment and does not move any deadline. Kerna reviews any objection raised within 14 days of issue and corrects the Statement if necessary. An objection does not hold up the undisputed part: what Kerna accepts as due is invoiced and paid on time, and an entry the Partner disputes in full, such as an adjustment, comes off the Statement within 5 Working Days. An objection does not move the date on which commission is due: commission found to be due later is paid on a supplementary Statement with the interest for late payment the law provides. Any invoice already issued is corrected as the law requires. Accepting a Statement, or not objecting to it, does not stop either party from correcting a demonstrable error later, and does not limit the Partner's statutory right to information and to check how its commission was calculated.

7.4 For each Statement, the Partner issues an invoice to Kerna for the commission on it, plus any tax under clause 8, quoting the Statement number, by the 15th day of the month after the settlement period ends or as the law that applies to the Partner otherwise requires. The invoice does not wait for acceptance of the Statement. An adjustment that changes commission invoiced on an earlier Statement is documented by a corrective invoice referring to the original invoice, as the law requires, and is not deducted from the invoice for the settlement period. Kerna pays the balance of the Statement: the invoiced commission with its tax, less or plus the corrections with their tax and any balance carried under clause 7.2. The Statement in the Partner Dashboard sets out the information the invoices need; its suggestions, such as dates and exchange rates, do not replace the rules that apply to the Partner. A Partner required to issue invoices in KSeF issues them there, and their date of receipt is set by the KSeF rules for the mode used. Other Partners issue them in KSeF or email them to partners@kerna.io.

7.5 Kerna pays the balance of each Statement by the last day of the month after its settlement period ends. A missing or late invoice does not postpone the payment, and nor does the review in clause 6.1. Commission paid after that date, including on a supplementary Statement, is paid with the interest for late payment the law provides. Kerna pays through Stripe, except under clauses 7.7 and 7.8. To be paid through Stripe, the Partner opens a payout account with Stripe from the Partner Dashboard and completes Stripe's verification; Stripe's Connected Account Agreement then applies between the Partner and Stripe. Stripe pays the amount into the Partner's bank account on that account's payout schedule. A payment through Stripe is made when Kerna's transfer is credited to the Partner's Stripe account.

7.6 Kerna pays Stripe's fees for the payout account and transfers. The Partner bears its own bank's charges and any currency conversion costs if its bank account is in a currency other than that of the Statement.

7.7 If the Partner has not set up its payout account, or Stripe has restricted or closed it, Kerna pays by bank transfer instead, to an account the Partner gives, by the date in clause 7.5. Kerna checks the bank details within 5 Working Days of receiving them and tells the Partner within that period about anything missing or incorrect. If the Partner gives correct bank details too late for that date, Kerna pays within 14 days of receiving them; a delay caused only by the Partner's missing payout account or bank details is not a delay by Kerna. Where the Partner has not set up its payout account, Kerna may deduct the bank charges it incurs for the transfer. If Stripe cannot pay out an amount already credited to the Partner's Stripe account, Kerna may take it back from that account and pay it by bank transfer instead.

7.8 Kerna pays by bank transfer instead of through Stripe where the law requires it or where it is needed to avoid adverse tax consequences. In particular, any payment over 15,000 zł including VAT, or its equivalent in euro, is made by bank transfer to the Partner's payment account, whatever the Partner's country or VAT status; such a payment to a Polish taxpayer registered as an active VAT taxpayer goes to an account on the VAT taxpayers' list (biała lista), with split payment where it applies. Statutory thresholds are assessed by reference to the value of the relevant transaction, including VAT, related payments and any legally required currency conversion, not only the net amount of one Statement. The Partner gives the account details needed for such a payment. A change of payment method under this clause does not postpone the payment or reduce the commission.

7.9 Kerna may set off any amount the Partner owes it under clause 5.7 or 6.3 against a payment in the same currency, after telling the Partner as clause 6.3 describes. Amounts in different currencies are set off only at an exchange rate and date the parties agree. The limits in Article 761⁴ of the Polish Civil Code continue to apply.

8.1 Statement amounts exclude VAT and equivalent indirect taxes. The Partner adds such tax to its invoice only to the extent it is legally chargeable on the services supplied to Kerna. Subject to clause 8.3, Kerna pays the Statement amount plus any tax correctly charged.

8.2 If the reverse-charge or import-of-services rules require Kerna to account for VAT, the Partner invoices without that VAT and includes the identifiers and wording the applicable law requires. This applies, where relevant, to Partners established both within and outside the EU.

8.3 Kerna deducts and pays withholding tax where applicable law requires it, whether the Partner is established within or outside the EU. Before the first payment, a Partner established outside Poland gives Kerna the information and documents needed to decide the correct tax treatment, such as its legal form, a description of what it does for Kerna and whether it has a permanent establishment in Poland. A reduced treaty rate or exemption applies only if the legal conditions are met and Kerna receives the required documents, including a valid certificate of tax residence where required, in good time before the payment. Withholding tax is deducted from the commission and is not grossed up: an amount lawfully withheld and paid to the tax authority counts as paid to the Partner. Kerna gives the Partner the information the law requires about the withholding.

8.4 The Partner is responsible for its own income tax and social security contributions.

8.5 The Partner tells Kerna within 7 days of any change to its VAT status or tax residence, and keeps the details it gives Stripe up to date.

9.1 The Partner promotes Kerna honestly and lawfully, including under advertising, competition and consumer law. Sending commercial messages and making marketing calls require the recipient's prior consent where applicable law requires it, including Article 398 of the Polish Electronic Communications Law where applicable, and also for a single message to a business. The Partner can show the source, scope, date and method of any consent it relies on, respects withdrawals of consent and objections, and promptly stops any unlawful activity. Kerna may ask for proportionate evidence of compliance and for a disputed campaign to be paused.

9.2 The Partner uses only claims published on kerna.io or in the partner materials Kerna provides. It makes no additional claims about time savings, percentages, returns on investment, certifications, integrations or features, and makes no promises about Kerna's prices, availability or plans.

9.3 The Partner tells prospective clients, clearly and alongside any recommendation of Kerna, that it is an independent partner of Kerna and receives commission from Kerna on the clients it refers.

9.4 The Partner must not:

• publish the Partner Code or Partner Link on coupon, discount, deal or cashback sites;
• bid on "Kerna" or similar terms in paid search, or use them in ad text or display addresses, without Kerna's written consent;
• register domain names, social media accounts or app names containing "Kerna";
• send unsolicited commercial messages promoting or mentioning Kerna, by email or through any other channel, including single messages to businesses, without the consent applicable law requires;
• refer itself, its employees or any member of its Group, or open accounts to earn commission;
• present itself as Kerna, as a Kerna employee, or as authorised to bind Kerna;
• take payment for Kerna subscriptions or sell Kerna under its own brand;
• ask a client for its Kerna or mailbox sign-in details.

9.5 If the Partner breaches this clause, Kerna may revoke the Partner Code, end the agreement under clause 17.3 and claim compensation for the loss the breach caused. A breach does not by itself cancel commission already earned; commission that was never due, such as commission on the Partner's own accounts (clause 3.6), is recovered under clause 6.3.

10.1 Kerna contracts with each Client under its own Terms of Service, invoices the Client and provides support directly. The Partner has no obligation to support Clients.

10.2 Kerna provides partner materials, including product descriptions, approved claims and screenshots, and keeps them up to date.

10.3 These Terms do not give the Partner's own Kerna account a free plan. For a registered deal, Kerna may provide a Business plan for a demonstration team for up to 14 days, to be used only for demonstrations, training and tests with demonstration data.

10.4 Kerna sets its prices and its terms for Clients, and may change, suspend or withdraw plans and features. A price change does not reduce commission already earned.

11.1 While the agreement lasts, Kerna allows the Partner to use the Kerna name, logo and partner materials to promote Kerna under these Terms and Kerna's brand guidelines. This permission is non-exclusive, cannot be transferred and can be withdrawn.

11.2 The Partner may not alter the logo or combine it with its own marks in a way that suggests a joint product.

11.3 With the Partner's consent, Kerna may name the Partner as a partner on kerna.io and in its materials. The Partner may withdraw that consent at any time.

11.4 All rights in Kerna's name, product and materials remain with Kerna.

12.1 Each party keeps confidential the non-public information it receives from the other under these Terms, uses it only for the programme, and shares it only with employees and advisers who need it and are bound by confidentiality.

12.2 This obligation does not apply to information that is public, was already known to the recipient, was lawfully received from a third party, was developed independently, or must be disclosed by law. It continues for 3 years after the agreement ends, and for trade secrets for as long as they remain trade secrets.

13.1 Each party is a separate controller of the personal data it processes in running the programme and complies with the GDPR. For the programme, neither party processes personal data on the other's behalf. If the parties' actual arrangement makes them joint controllers, or makes one of them process personal data on the other's behalf, they first conclude the agreement Article 26 or 28 of the GDPR requires.

13.2 Kerna processes the Partner's contact, company, tax and payment details, and the details of the people who use the Partner Dashboard, to run the programme, as its privacy policy describes. Stripe collects the identity and bank details needed for payouts as a separate controller, under its own privacy policy. Kerna does not store those bank details: it keeps the status of the payout account and of each payment and, for a payment under clause 7.7 or 7.8, the account it pays into.

13.3 A Deal Registration needs only a company name and an email domain, and the Partner adds no other personal data. Before registering a deal, the Partner makes sure it may lawfully pass that information to Kerna.

13.4 For each Client, Kerna shows the Partner the company name or domain, plan, subscription status, payment dates and amounts, and the corresponding commission. Kerna does not share Clients' email addresses, mailbox content or information about how they use Kerna's features. The Partner uses this information only to check attribution, to check and claim its commission and to meet its legal obligations. Using it for marketing requires a separate legal basis and compliance with the rules on commercial communications.

13.5 The Partner has no access to the email Kerna processes for Clients. The data processing agreement between Kerna and each Client is not affected by these Terms.

13.6 Before Kerna makes personal data available to a Partner outside the European Economic Area, it documents the basis for the transfer: an adequacy decision of the European Commission that covers that Partner and the processing concerned, or another safeguard under Article 46 of the GDPR, with a transfer assessment and supplementary measures where required. Where the transfer is not covered by an applicable adequacy decision and the parties have not agreed another appropriate safeguard under Article 46 of the GDPR, they sign the European Commission's standard contractual clauses for transfers between controllers (Module One), with completed annexes, before any transfer; signing them does not by itself permit a transfer until their conditions are met.

14.1 The parties are independent businesses. These Terms do not create an employment relationship, partnership or joint venture. The Partner has no authority to conclude contracts, accept payments or otherwise bind Kerna. Any mandatory rights or obligations arising from the legal classification of the parties' actual relationship remain unaffected.

14.2 Each party bears its own costs of the programme, subject to clause 3.8.

14.3 Each party confirms that it has authority to enter into the agreement on these Terms and that doing so does not breach any law or other agreement binding on it.

15.1 Neither party is liable to the other for lost profits or indirect loss.

15.2 Kerna's total liability to the Partner under these Terms is limited to the commission paid or payable to the Partner in the 12 months before the event that gave rise to the claim.

15.3 These exclusions and limits do not apply to damage caused intentionally, to commission due, or to any liability that cannot lawfully be excluded or limited.

15.4 Kerna does not guarantee any level of sales or commission, or uninterrupted availability of kerna.io or the Partner Dashboard.

16.1 The Partner compensates Kerna for amounts payable by Kerna in respect of third-party claims and fines (to the extent permitted by law), and for reasonable costs, including legal costs, to the extent they result from (a) the Partner's breach of clause 9, 11, 12 or 13, or (b) the Partner's breach of applicable law when promoting Kerna.

16.2 Kerna tells the Partner about such a claim promptly, lets it take part in the defence, takes reasonable steps to limit the loss, and does not settle the claim at the Partner's expense without its consent, which the Partner does not unreasonably withhold.

17.1 The agreement runs for an indefinite period.

17.2 The Partner may end the agreement by email, without giving reasons, on one month's notice in the first year of the agreement, two months' notice in the second year and three months' notice in the third and later years. The notice ends at the end of a calendar month. Any longer period required by law applies.

17.3 Either party may end the agreement with immediate effect if the other party has failed to perform its obligations in whole or in a significant part, or in exceptional circumstances, as Article 764² of the Polish Civil Code allows. Grounds for termination by Kerna under this clause may include circumstances in which the Partner:

• materially breaches these Terms and does not put it right within 14 days of Kerna's notice, or commits a breach that cannot be put right, such as fraud or self-referral;
• becomes insolvent or enters liquidation;
• acts unlawfully or dishonestly in a way that seriously harms Kerna's reputation; a good-faith complaint or an honest review is not such an act.

17.4 Kerna may end the agreement by email, without giving reasons, subject to the notice requirements in clause 17.2. Kerna may also end it with immediate effect under clause 17.3. Neither the Partner's inactivity nor the level of its sales is in itself a ground under clause 17.3.

17.5 When the agreement ends:

• (a) the Partner keeps commission already earned, however the agreement ended; commission on eligible Client payments received before the end remains subject to clause 6 and is settled and paid under clause 7;
• (b) no commission is earned on Client payments Kerna receives after the end, subject to point (c);
• (c) the Partner keeps any right to commission and any statutory termination indemnity (świadczenie wyrównawcze) that mandatory law gives it and that cannot be excluded, in particular under Articles 761¹ and 764³ of the Polish Civil Code;
• (d) Kerna continues to provide Statements and a way to send invoices until all remaining amounts are settled;
• (e) open Deal Registrations lapse, without affecting point (c);
• (f) the Partner stops using the Partner Code, the Partner Link and Kerna's name and materials.

17.6 Clauses 3, 5, 6 and 7 continue to apply as far as needed to calculate and settle remaining commission. Clauses 8, 12, 13, 15, 16, 17.5 and 19 also continue to apply after the agreement ends.

18.1 Kerna may change these Terms or the programme only where a change in the law, a necessary change to security or to the functioning of the programme, or a change in how the programme is run justifies it, and only to that extent. Kerna notifies the Partner by email, with the full changed text, at least 30 days before the change takes effect. If the Partner gives notice under clause 17.2 before that date, the Terms in force before the change continue to apply to it until the agreement ends. Otherwise the change applies from the stated date. Announcing a change does not by itself give either party grounds to end the agreement with immediate effect.

18.2 No change reduces commission already earned, or lowers the rate, shortens the Commission Period or narrows the commission eligibility of Clients already attributed.

18.3 Kerna may stop accepting new partners. Agreements in force continue on these Terms until they end under clause 17.

19.1 Polish law governs these Terms.

19.2 The parties first try to resolve a dispute through discussion; this does not prevent either party from bringing proceedings, seeking interim relief or taking steps to stop a claim becoming time-barred. To the extent the law allows, the Polish courts have exclusive jurisdiction, and disputes are decided by the court with subject-matter and territorial jurisdiction for Kerna's registered office in Katowice. Where the law requires a particular form for agreeing that venue and it has not been used, the venue set by law applies.

19.3 These Terms are the whole agreement on the programme.

19.4 Neither party may transfer the agreement without the other's consent, except that Kerna may transfer it to a successor of its business by notice to the Partner; the successor takes over all of Kerna's obligations under the agreement, including commission already earned and commission on future eligible payments.

19.5 If a provision is invalid, the rest remains in force. Not enforcing a right does not waive it.

19.6 These Terms are drawn up in English and Polish. For a Partner established in Poland, the Polish text prevails; for any other Partner, the English text prevails. Where a Partner is established is determined when the agreement is concluded, for a sole trader by its principal place of business; a later move does not change the prevailing text. Kerna may publish translations of these Terms into other languages for information; only the English and Polish texts are binding.

19.7 Notices to Kerna go to partners@kerna.io. Notices to the Partner go to the contact email address in the Partner Dashboard, which the Partner keeps up to date.

19.8 Unless the law requires a stricter form, approvals, requests and other communications that these Terms describe as being in writing may be made in documentary form under Polish law, including by email that identifies the sender. This does not replace a form required by statute or the Partner's right under Article 758² of the Polish Civil Code to ask for written confirmation of the agreement.