Partner Programme Terms

§ 1. Definitions

1. Organiser — Lexine Gawek i Kielar sp. j. with its registered office in Kraków, operating the TonMiro Systems service (registration details in the Terms of Service).
2. Programme — the TonMiro Systems referral programme described in these Terms.
3. Partner — an entrepreneur carrying on business or professional activity in its own name (including an entrepreneur that is a customer of TonMiro Systems) that has joined the Programme and refers the System (§ 2). A natural person not running a business cannot be a Partner entitled to Commission.
4. Referred Party — an entrepreneur (extraction plant, gravel pit, quarry, aggregate processing company or similar) that, thanks to the Partner, has contacted the Organiser with a view to purchasing the System.
5. Referral — the submission of a Referred Party by the Partner, recognised by the Organiser in accordance with § 4.
6. Agreement with the Referred Party — the agreement for use of the System concluded between the Organiser and the Referred Party under the Terms of Service.
7. Subscription — the monthly net fee paid by the Referred Party for a Plan, excluding additional services (implementation, weighbridge module, dedicated modules, development work).
8. Commission — the Partner's remuneration calculated as a percentage of the Subscription actually paid by the Referred Party.

§ 2. Who can be a Partner

1. The Programme provides for three groups of Partners:

   Group	Who	Form of settlement
   A. Customer company	An entrepreneur using the System that refers it to another plant	the Partner's invoice or set-off of the Commission against the fee for its own Subscription
   B. Referral initiated by an employee or associate of the customer company	The customer company remains the Partner. Its employee or associate (e.g. manager, mechanic, operator) initiates a Referral of another plant — with the company's knowledge and consent (§ 8)	additional Commission for the customer company (§ 5) — the company's invoice or set-off against its Subscription; if the initiating person runs their own business, they may, with the company's consent, become a separate Partner in respect of that part of the Commission and settle it against their own invoice (§ 6(2))
   C. Partner outside the customer base	An entrepreneur from the industry (machinery supplier, service provider, laboratory, consultant, a business operating around quarries) not using the System	the entrepreneur's invoice

2. The Organiser does not pay Commission or any other remuneration for a Referral to natural persons who do not run a business and does not conclude civil-law contracts with them for that purpose. Such a person may pass on a contact or recommendation without remuneration or — if they are an employee or associate of a customer company — initiate a Referral on behalf of that company under the rules for Group B.
3. If a Referral was initiated by an employee or associate of a Partner that is an entrepreneur, that entrepreneur remains the Partner; Commission is due solely to the Partner and the Organiser has no payment obligation towards that person. How the Partner remunerates its own employees and associates is solely the Partner's matter, at its own cost and responsibility, in accordance with tax, social-security and labour law.
4. The following cannot be a Partner: a minor; an employee or partner of the Organiser; a person who, at the time of the referral, is also the decision-maker for the purchase on the Referred Party's side (owner, management board, commercial proxy, person approving the purchase or negotiating the Agreement) — subject to § 8(5).
5. A Referred Party cannot be a Partner in respect of its own agreement. A Referred Party may become a Group A Partner after concluding its own Agreement and refer further plants.

§ 3. Joining the Programme

1. You join the Programme by submitting a first referral via the form at tonmiro.com/partnerzy.html, by e-mail to info@tonmiro.com or by telephone arrangement confirmed by e-mail. Submitting a referral constitutes acceptance of these Terms.
2. The Organiser confirms admission to the Programme by e-mail within 5 Business Days. The Organiser may refuse admission without giving reasons, in particular where the circumstances of § 2(4) apply or the Partner breaches § 7.
3. Joining the Programme does not create an employment, agency or power-of-attorney relationship. The Partner is not authorised to make statements on behalf of the Organiser, conclude agreements, accept payments or grant discounts.
4. The Programme serves individual, voluntary Referrals. The Partner is under no obligation to acquire customers on an ongoing basis, meet a sales plan, act in a defined territory or act within a defined time; the Organiser does not direct the Partner's day-to-day commercial activity. Should the cooperation take on the character of permanent, professional intermediation, the parties will regulate it in a separate agreement before continuing.

§ 4. Submitting and recognising a Referral

1. A referral submission contains: the name and location of the Referred Party, the name and position of the contact person at the Referred Party, their telephone or e-mail — where the Partner has a legal basis to pass on that data (§ 7(3)) — and the Partner's details.
2. A Referral is recognised when all of the following are met:
   1. the Referred Party was not previously recorded in the Organiser's contact database as an ongoing sales conversation (within the last 12 months) — the Organiser checks this and informs the Partner within 5 Business Days of submission;
   2. the Referred Party confirms in conversation with the Organiser that it learned about the System from the Partner, or the Partner submitted the Referral before the Referred Party's first contact with the Organiser;
   3. the Organiser concludes an Agreement with the Referred Party within 12 months of submission, and the Referred Party pays the first Subscription invoice.
3. If the same Referred Party is submitted by several Partners, the Referral is credited to the Partner who submitted it first, unless the Referred Party expressly indicates another Partner as its source of information about the System.
4. The Partner does not have to take part in sales conversations. It is enough to tell someone about the System, pass on a contact or the website and submit the Referral; the presentation, quotation and agreement are handled by the Organiser.

§ 5. Commission rate and period

1. Commission is calculated on the net Subscription actually paid by the Referred Party for each month within the commission period, at the following rates:

   Partner group	Rate	How long	Example (Optimal, PLN 2,570)
   A. Customer company	10 % of the Referred Party's Subscription — invoice or set-off against its own Subscription	for as long as the Referred Party pays the Subscription	PLN 257/month less to pay for its own Subscription
   B. Referral initiated by an employee of the customer company	an additional 10 % of the Referred Party's Subscription for the customer company (or for the initiating person as a separate Partner, if they run a business — against their invoice)	for as long as the Referred Party pays the Subscription	a further PLN 257/month
   C. Partner outside the customer base	20 % in the first year, 10 % in subsequent years	for the whole period during which the Referred Party pays the Subscription	PLN 514/month in the first year, then PLN 257/month

2. Groups A and B form a single package: if the Referral was initiated by an employee or associate of the customer company, the customer company is entitled to a total of 20 % (the 10 % base from Group A and an additional 10 % from Group B). Whether and how the company rewards the initiating person is solely the company's matter (§ 2(3)). If the initiating person runs a business and has become a separate Partner with the company's consent, the additional 10 % is due to that person instead of the company. Referrals of different plants add up without limit.
3. The "first year" in Group C runs from the month of the Referred Party's first paid invoice and covers 12 paid months.
4. Commission is due only for months for which the Referred Party actually paid the Subscription. No commission is due for months of suspension, arrears or trial period; if the Referred Party settles arrears, the commission is calculated in the next settlement.
5. A change of Plan by the Referred Party changes the commission base from the month in which the new Subscription was paid. Additional services (implementation, weighbridge module, dedicated modules, development work) are not a basis for commission.
6. A Group A Partner that terminates its own Agreement receives further commissions by transfer under the rules for Group C at a rate of 10 %.
7. The Organiser may grant a Partner a commission higher than in the table on the basis of a separate e-mail arrangement (e.g. for referrals of multi-site plants).

§ 6. Settlement and payout

1. The Organiser settles commissions quarterly: by the 15th day of the month following the quarter it sends the Partner a statement by e-mail: Referred Party (name), months paid, base, rate, commission amount.
2. Commission is settled exclusively between businesses:
   1. the Partner (Group A, B or C — including an initiating person running a business who has become a separate Partner) issues a VAT invoice (or another proper settlement document) for the amount in the statement — in accordance with applicable law, including via the Polish National e-Invoicing System (KSeF) where it applies; payout takes place within 14 days of the day on which the Organiser received a correctly issued document in the manner provided by law. The Partner is solely responsible for its own tax and social-security obligations arising from its business;
   2. the customer company's Commission (Groups A and B) may be settled by set-off against the Organiser's claim for the Partner's Subscription — on the basis of the Partner's invoice and a set-off statement, from the next billing period — where this complies with the applicable tax and accounting rules;
   3. the Organiser does not set the amount of any remuneration of the person initiating a Referral within the customer company, does not control its payment and has no payment obligation towards that person.
3. The minimum payout is PLN 200; lower amounts accumulate until the next settlement or the end of participation in the Programme.
4. Commission amounts are net amounts; VAT is added where it is due on the settlement concerned under the applicable law.
5. No commission is due where there is a documented causal link between a breach of the Partner's obligations (e.g. the Referred Party being misled about the features of the System) and the termination of the Agreement with the Referred Party — after the Partner has been given the opportunity to provide explanations — or if the Organiser refunded the Referred Party's fee for a given month.

§ 7. Fair referral rules

1. The Partner refers the System solely on the basis of its own genuine knowledge and materials provided by the Organiser. The Partner makes no promises regarding prices, deadlines, functions or effects that do not follow from the Organiser's offer.
2. The following is prohibited: sending unsolicited commercial information (spam) by e-mail, SMS or social media; impersonating the Organiser; using the TonMiro Systems name and logo in a way suggesting an official representation; buying advertising for the keyword "TonMiro"; inducing the conclusion of an agreement by misrepresentation or by exploiting a position of necessity.
3. The Partner may pass the Referred Party's company name and business details to the Organiser. The details of a specific natural person representing the Referred Party are passed on only where the Partner has a legal basis to do so (in particular that person's consent). The mere public availability of a business e-mail address or telephone number is not treated as consent to receiving commercial information or to direct marketing. Otherwise the Partner gives the Referred Party the Organiser's details and leaves the initiative to the Referred Party. The Organiser conducts commercial communication in accordance with Article 398 of the Polish Electronic Communications Law and fulfils the information obligation under Article 14 GDPR at the first contact with a person whose details it received from the Partner.
4. The Partner keeps confidential the commercial terms agreed with the Organiser and the information about Referred Parties obtained in the Programme. The confidentiality obligation applies for the duration of participation in the Programme and for 3 years after it ends, and with respect to information constituting a trade secret — for as long as that information retains that character.
5. A material or repeated breach of this section may result in the Partner's exclusion from the Programme with immediate effect. The Organiser may refuse to pay commission on a specific Referral if the breach is directly connected with that Referral — after giving the Partner the opportunity to provide explanations, unless the nature of the breach requires immediate action.

§ 8. Referral initiated by a Customer's employee

1. A person initiating a Referral under Group B declares that they have informed their employer (the plant using the System) of the submission and obtained its consent. The Organiser may ask for confirmation of consent by e-mail from a person authorised to represent the employer; until confirmation, the Referral is treated as an ordinary Referral by the customer company (Group A).
2. If the person initiating the Referral is to become a separate Partner and receive the additional Commission against their own settlement document (§ 2(1) Group B, § 6(2)(a)), the condition for recognising them as a separate Partner is that the Organiser has first received the customer company's consent in documentary form from a person authorised to represent it. Without such consent, the Group B Commission is due solely to the customer company.
3. A person initiating a Referral under Group B refers the System to plants other than their own employer. No commission is due for the purchase of the System by their own employer; in such a case commission may be due to the employer as a Group A Partner if it refers another plant.
4. A person employed by or cooperating with the Referred Party who takes part in selecting the supplier, approving the purchase or negotiating the Agreement with the Referred Party may not receive from the Organiser, or through it, any benefit connected with the conclusion of that Agreement. If a Group B or C Partner is an employee or associate of the Referred Party without influence on the purchasing decision, they disclose their participation in the Programme to the Referred Party before the Agreement with the Referred Party is concluded; the Organiser may make payment of commission conditional on the Referred Party confirming that it was aware of this.
5. An owner or member of the management board of the Referred Party who decided on the purchase themselves does not receive commission for their own agreement; they may instead receive a discount on the Subscription agreed in the Agreement with the Referred Party or join Group A and refer other plants.

§ 9. Personal data

1. The controller of the Partner's data and of the data of contact persons at the Referred Party is the Organiser. The rules of processing are described in the Privacy Policy.
2. The Partner's data is processed for the purpose of running the Programme, verifying Referrals, settling and paying commission and fulfilling tax obligations (Article 6(1)(b), (c) and (f) GDPR).
3. In order to verify a Referral (§ 4(2)(b)) the Organiser may inform the Referred Party who made the Referral. The Partner is informed of this in these Terms before making a Referral.

§ 9a. Liability

1. Each party is liable for non-performance or improper performance of its obligations under the Programme on the terms set out in these Terms and in the law.
2. The Partner is responsible for the truthfulness of the information about the System it provides to Referred Parties, the lawfulness of its own marketing and communication activities, having a legal basis for passing personal data to the Organiser, and compliance with § 7 and § 8.
3. If the Partner acts in the Programme through its employees, associates or other persons acting on its behalf, it is liable for their acts and omissions connected with the Programme — to the extent provided by law — as for its own.
4. The Organiser is responsible for correctly calculating and settling the Commission due, for its own sales activities towards the Referred Party and for its own obligations concerning the processing of personal data and marketing communication after receiving data from the Partner.
5. The Organiser does not guarantee that the Referred Party will conclude the Agreement with the Referred Party, keep it for any particular period or pay the Subscription on time. Failure to conclude the Agreement, its termination by the Referred Party or non-payment does not constitute non-performance by the Organiser, unless it results from a culpable breach of these Terms or of the law by the Organiser.
6. If a culpable breach of these Terms by one party causes a third party to bring a claim against the other party, the party responsible cooperates in clarifying the matter and — to the extent permitted by law — reimburses the other party for documented, justified costs and losses that are in an adequate causal link with that breach. Before acknowledging a third-party claim, the other party, where possible, gives the party responsible an opportunity to present its position.
7. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under mandatory provisions of law, in particular liability for damage caused intentionally.

§ 10. Duration and termination

1. Participation in the Programme lasts until the Partner withdraws (by e-mail) or is excluded by the Organiser. Withdrawal or exclusion for reasons other than § 7(5) does not deprive the Partner of commissions already due for Referrals recognised before termination — they are paid until the end of the commission period.
2. The Organiser may end the Programme as a whole with 3 months' notice. Ending the Programme means that no new Referrals are accepted and does not affect the Partner's right to Commission from Referrals recognised before the end date: such Commissions continue to accrue under the rules in force on the day the Referral was recognised, for the period set out in § 5, unless the right to Commission has expired for other reasons provided for in these Terms.

§ 11. Amendments and final provisions

1. The Organiser may amend these Terms with 30 days' notice, informing Partners by e-mail. A change of rates or commission periods does not apply to Referrals recognised before its entry into force.
2. Matters not regulated here are governed by the Terms of Service of the tonmiro.com website and the TonMiro Systems service and by Polish law. Disputes arising from the Programme are resolved by the court having jurisdiction under generally applicable law.
3. These Terms have been drawn up in Polish. Translations into other languages are for information purposes only; in the event of any discrepancy, the Polish version prevails.
4. These Terms enter into force on 15 September 2026. Version 1.1 applies from 9 October 2026.

Additional documents

Ready-to-use forms for the employer — employee or contractor relationship. They are not part of this document; we provide them to make it easier to meet GDPR obligations at the site (one copy per person; fields left blank). Adapt each form to the law applicable to you before use; the Polish version is the reference text.

• Authorisation to process personal data and confidentiality undertaking — PDF · DOC
• Information notice for employees, associates and drivers (Article 13 GDPR) — PDF · DOC

Who signs with whom. The authorisation is signed by the site as data controller and the authorised person — an employee, contractor or driver. The information notice is issued by the site, and the employee, contractor or driver signs to confirm they have read it. TonMiro Systems is not a party to either form — the relationship between the site and us is governed by the data processing agreement.

Polish originals: authorisation · information notice.