1. DEFINITIONS
1.1. MELP shall mean MELP, UAB, company code 305615566, registered office address Klevų g. 10, LT-06248 Vilnius, Lithuania, or any other MELP company related to MELP, UAB.
1.2. MELP Platform shall mean the MELP-managed platform available online at hr.melp.com or on the MELP.com mobile application.
1.3. MELP Mobile Application shall mean the MELP.com mobile application that can be downloaded to smart devices to access the MELP Platform.
1.4. Organisation shall mean (i) any legal entity acting as an employer; (ii) any self-employed natural person acting as an employer; (iii) any person employing natural persons on the basis of a service or any other civil contract; (iv) any person providing benefits to the Users on the basis other than an employment contract or any civil contract.
1.5. User shall mean a user of the MELP Mobile Application, who is an employee of the Organisation or a natural person otherwise related to the Organisation, and who uses the MELP Mobile Application to receive the functionalities of the MELP Platform provided by the Organisation and thus to perform the contracts or agreements between the Organisation and the User.
1.6. Benefits shall mean the benefits provided by the Organisation in connection with the User’s promotion, health care, services or discounts provided by third parties, and the provision of the coupons and other values to which the User is entitled.
1.7. Benefit Provider shall mean a third party that provides the services that are considered to be the object of the Benefit. Where the Benefits are provided by the Organisation itself, the term Benefit Provider shall include the Organisation as well.
1.8. Third Party shall mean any person or entity other than MELP, the Organisation and the User.
1.9. Coupon shall mean a gift card, a gift set or a gift voucher entitling usage of the services or acquisition of the goods offered by it, subject to the terms and conditions applied by the Coupon providers.
1.10. E-shop shall mean an online shop on the MELP Platform where the Users can purchase Coupons, or any other goods and services offered by third party suppliers and/or Benefit Providers, in accordance with the rules set by the Organisation.
1.11. Rules shall mean these MELP Platform Rules for Organisations.
1.12. Voucher shall mean a document submitted by the User to the Organisation as proof of payment using the MELP Mobile Application.
1.13. Internal Product shall mean any internal product of the Organisation created by the Organisation and placed in the E-shop for the User.
1.14. Agreement shall mean these Rules together with the Special Terms and Conditions to the Agreement and the Data Processing Agreement. Once the Organisation has signed the Special Terms and Conditions to the Agreement, they, together with these Rules and the Data Processing Agreement, shall be deemed to constitute a legally binding contract for the use of the MELP Platform;
1.15.Terms of Use of MELP Mobile Application shall mean the terms of use of the MELP Platform for the Users. The current version of the terms of use of the MELP Platform shall be available to Users on the MELP Mobile Application and on melp.com website.
2. GENERAL PROVISIONS
2.1 The MELP Platform is a tool for Organisations to provide information about the Benefits provided to Users, manage them and perform other actions permitted by the Platform. Depending on the Agreement between MELP and the Organisation, the scope of information and functionality offered on the MELP Platform may vary.
2.2 Organisations may access and use the MELP Platform through the Organisation Account and may create accounts for Users. Organisations may upload information on their Benefits, the terms and conditions of the Benefits, and otherwise manage their Benefits on the MELP Platform by completing, modifying or deleting them, and by performing any other actions set out in Section 3 of the Rules and in the Agreement between the parties.
2.3 In any case, the Users shall be under no obligation to use any Benefit, and the MELP Platform shall act as a tool for the Organisation to provide the User with information about the Benefits provided and other services purchased by the Organisation through the MELP Platform.
2.4 In the provision of Benefits, the relationship shall be established directly between the Organisation and the Benefit Provider, and between the User and the Benefit Provider. The provision of the Benefits to the Users, the quality thereof, compliance with legislation, etc., including any claims in relation to the provision of the Benefits to the User, shall be the sole responsibility of the Organisation or of the direct Benefit Providers, and MELP shall not assume any obligations or responsibilities in this regard, except where MELP is a service provider.
2.5 The Organisation shall decide at its sole discretion for how long and to what extent it will use the functionality of the MELP Platform, taking into account its needs and the terms and conditions of these Rules, and shall agree the aforementioned with MELP in the Agreement.
2.6 In no case MELP shall perform the evaluation of the Benefits provided by the Organisation or the verification of the Benefit description, and the provision of information about the Benefits on the MELP Platform shall not imply the advertising of the Benefits or any public offering by MELP to acquire or use the Benefits, except as far as the purchase of Coupons is concerned. Moreover, MELP shall not be deemed to be the Benefit Provider or seller of the Coupon on its own behalf, except as expressly stated in the description of the Coupon. MELP may offer certain forms of Benefit descriptions and place Coupon descriptions on the MELP Platform, yet the Organisation shall be responsible for the final Benefit description and the terms and conditions for the provision of the Benefits.
3. SERVICES
MELP shall grant the Organisation the right to do the following on the MELP platform:
3.1 create an Organisation profile page (account) that may be used and accessed on the MELP Platform in accordance with these Rules, and modify the information contained therein;
3.2. create accounts for the Users, enter the User information therein and assign Benefits to the Users;
3.3. upload information to the MELP Platform about the Benefits, Benefit descriptions and the terms and conditions for providing the Benefits, as well as complete, modify (except for the description of Coupons) and delete such information;
3.4. manage the Benefits provided to the Users at its sole discretion;
3.5. see the Benefits provided by the Organisation to individual Users;
3.6. manage the selection/application of Benefits for individual categories of Users, and group the categories;
3.7. upload news and other information of the Organisation to the MELP platform;
3. 8. send messages to the Users and receive messages from the Users;
3.9. create and edit recognition programs for the Users and view their usage data;
3.10. create and edit Employee Voucher Reimbursement Programmes for the Users, administer Vouchers submitted by the Users for reimbursement and view their usage data;
3.11. create the Organisation's Internal Products and make them available to the Users through the E-shop. Manage the balance of Internal Products and User orders. See the data on using the Internal Products;
3.12. receive system notifications related to the operation and use of the MELP platform;
3.13. remove the association of any particular User with the Organisation and/or the Benefits provided by the Organisation;
3.14. see reports on the Benefits;
3.15. see which Users have not selected the Benefits and remind them thereof;
3.16. conduct surveys of the Users, and receive and analyse the results of such surveys;
3.17. allocate budgets to the Users and, within the limits of the budgets, authorise the purchase of Coupons in accordance with the Coupon categories selected;
3.18. provide access to discounts from MELP platform providers and the ability to upload the Organisation's own discounts on the platform;
3.19. use other functionalities of the MELP platform provided during the term of the Agreement, a detailed list of which is regularly updated and available at www.melp.com.
4. SERVICES FOR USERS
4.1. The Organisation shall create MELP platform accounts for the Users, independently select the Benefits offered to the Users and the terms and conditions thereof, and/or assign Benefits to the Users.
4.2. The Users who log in to their accounts in the MELP Mobile Application shall be able to see the Benefits provided to them by the Organisation, manage them to the extent permitted by the Organisation and perform any other actions provided for in the MELP Platform Rules.
4.3. The Users shall have access to the MELP Mobile Application after the Organisation has uploaded their data to the MELP Platform, and the Users have logged in to the MELP Mobile Application and accepted the MELP Mobile Application Terms of Use. MELP shall not be liable for the accuracy, completeness and lawfulness of the User data (including personal data) provided by the Organisation, while the MELP Platform shall act exclusively as a tool to use this data for the purpose of identifying the Users and assigning and administering Benefits to them.
4.4. The Organisation can only view the accounts of the Users for whom the Benefits provided on the MELP Platform have been entered by a person assigned by the Organisation.
4.5. The Organisation shall have a duty to ensure that an account on the MELP platform is only initiated for the Users who are entitled to the Benefits and that the MELP Mobile Application is only used by the Users who are entitled to it.
5. RIGHTS AND OBLIGATIONS OF THE ORGANISATION
5.1. MELP services shall be available only to the Organisations registered on the MELP platform, which comply with the requirements of the Rules and sign the Special Terms and Conditions to the Agreement.
5.2. Upon signing of the Agreement by the Parties, MELP shall create an account for the Organisation on the MELP Platform and grant its representatives administrator rights to manage the Organisation's account on the MELP Platform and to carry out the actions set out in Clause 3.1 of the Rules.
5.3. When using the MELP Platform and providing Benefits to the Users, the Organisation shall not disclose or provide information that could damage the image of MELP or the MELP Platform.
5.4. The organisation shall:
5.4.1. not use the MELP Platform in such a way that the operation of the MELP Platform or its individual functions would or could be disrupted;
5.4.2. not use the MELP Platform for fraudulent purposes or in any illegal activities;
5.4.3. act prudently and fairly in the use of the MELP Platform and the information contained therein;
5.4.4. use the MELP Platform exclusively for the purposes set out in the Agreement, in compliance with the terms and conditions of these Rules and without prejudice to the requirements of applicable legislation.
6. RIGHTS AND OBLIGATIONS OF MELP
6.1. MELP shall have the right to supplement the list of services provided through the MELP Platform and to change the functionality of the MELP Platform by making improvements to the system and improvements in its operation. Where the functionalities of the MELP Platform are extended in such a way as to enable the Users to create their personal accounts on the MELP Platform or in the MELP Mobile Application themselves, MELP shall have the right to offer the Users to use this functionality.
6.2. MELP shall have the right to use the depersonalised statistical-analytical information of the MELP Platform related to the use of the Benefits offered by the Organisation, popularity of individual Benefits, actual use and other statistical data for service improvement, analytics and MELP business development purposes.
6.3. MELP shall have the right to send promotional messages to the Users, subject to the right of the Users to opt-out as provided by law.
6.4. MELP shall have the right to enable the Users to purchase Coupons, products or services in the E-shop by means of payment both with the funds provided by the Organisation to the User and with the User's own personal funds.
6.5. MELP shall ensure the availability of the Coupon purchased by the Organisation's User via the MELP Mobile Application for as long as the User is active on the MELP Platform.
7. COST OF MELP PLATFORM SERVICES, AND PAYMENT ARRANGEMENTS
7.1. The Organisation shall pay a fee for the use of the MELP Platform specified in the Special Terms and Conditions to the Agreement (the Service Price). In the Special Terms and Conditions, the Parties shall also agree on any other commercial terms and conditions of the Agreement (duration of the Agreement, functionalities to be used, number of Users, etc.).
7.2. In the cases where the Organisation seeks to enable the Users to purchase Coupons published on the MELP Platform, the Organisation shall pay MELP for all the Coupons purchased by the Organisation's Users. For the purposes of proper payment for the Coupons by the Organisation, a deposit in the amount specified in the Special Terms and Conditions to the Agreement (the Deposit) shall apply. The Organisation shall transfer the Deposit to the bank account of MELP within 5 (five) business days from the date of (i) conclusion of the Agreement or (ii) approval of the possibility for the Users to purchase the Coupons in the MELP Mobile Application (whichever is later). In any case, MELP shall not activate the right for the Users to purchase Coupons on the MELP Mobile Application, if the Deposit has not been paid. MELP shall use the Deposit to pay for the Coupons, products or services purchased by the Users during the entire term of the Agreement. Once the Deposit has been exhausted, it shall be replenished by the Organisation by transferring funds to the MELP account. In the event of expiry or termination of the Agreement, the unused share of the Deposit and not credited on the basis of Clause 7.3 of the Agreement shall be returned to the Organisation within 10 (ten) days. The Parties may agree on any other methods for securing payment.
7.3. MELP shall have the right, at its sole discretion, to apply the Deposit towards the payment of the Organisation's overdue payments, including the amounts reimbursable under Clause 7.4 of the Rules. In the event that the Deposit paid by the Organisation drops to zero or is lower than the amount of the Coupon requested by the Organisation's Users to be purchased, MELP shall have the right to deactivate the possibility for the Organisation to purchase Coupons on the MELP Platform until the Organisation restores the amount of the Deposit up to the amount set out in the Special Terms and Conditions of the Agreement.
7.4. MELP's billing document (e.g. invoice, etc.) may include the Organisation's reimbursable costs incurred by MELP in settling with Coupon distributors and any other Third Parties for the Coupons purchased by the Organisation, or any other products and services provided by the Third Parties, including the Coupon distributor commissions for the distribution/maintenance of the Coupons, if applicable, as communicated to the Organisation in the description of the Coupons on the MELP Platform.
7.5. Invoices submitted by MELP shall be paid by the Organisation in accordance with the procedure set out in the Special Terms and Conditions to the Agreement. Invoices shall be paid by transferring the amount to the MELP bank account indicated on the invoice.
7.6. The Parties shall independently fulfil their obligations in respect of tax liabilities arising from the Agreement, if any.
8. INTELLECTUAL PROPERTY
8.1. The MELP Platform and all its individual elements, including software, source and object codes, algorithms, know-how, databases, texts, designs, logos, product and service names, trademarks (other than those owned by the Organisation), and all intellectual property rights therein shall be owned exclusively by MELP or its licensors, and no rights to the MELP Platform or any part thereof shall be transferred to the Organisation.
8.2. The data entered by the Organisation on the MELP platform shall be the property of the Organisation. Any other information and data on the MELP platform shall belong to MELP.
8.3. MELP shall grant the Organisation a non-exclusive, non-transferable right to use the MELP Platform for its intended purpose for the duration of this Agreement. The Organisation shall not provide, distribute or share the MELP Platform and its login data with any Third Parties.
8.4. The Organisation shall not copy, modify or otherwise make any unauthorised use of the intellectual property referred to in this section of the Rules.
9. CONFIDENTIALITY
9.1. Confidential information shall be considered to be all non-public information and documents communicated or made known by the Parties to each other during the performance of the Agreement or use of the MELP Platform, as well as the terms and conditions of the Agreement, except for publicly available information. Confidential information shall also include the business model of MELP, the price of the Services and the procedure for payment thereof, correspondence between the parties, and any other information that is available to the Organisation on the basis of this Agreement.
9.2. Any data and information related to the Users, hosted on the MELP Platform shall be considered confidential. The Parties shall use this information only for the purposes of fulfilling the rights and obligations provided for in the Agreement.
9.3. The Parties shall not disclose confidential information to any Third Parties without a written consent of the other party, except in the exercise of rights or obligations arising from the Agreement or at a reasonable request of the authorities authorised by the State, in compliance with the requirements of the law. This prohibition shall be valid during the term of the Agreement and indefinitely after its expiration. A breach of the confidentiality obligations shall be considered a material breach of the Agreement.
9.4. If information provided by the Organisation to MELP under the Agreement contains personal data, the transfer of such information shall be made in an encrypted form of management, e.g. by means of a secure link in the OneDrive application or in other secure form agreed by the Parties.
9.5. The Parties shall cooperate in the resolution of information security incidents related to the performance of the Agreement.
10. DATA PROTECTION
10.1. Personal data of the Organisation's employees shall be processed for the purposes of this Agreement. MELP shall act as a data processor in respect of such personal data transferred by the Organisation. The data processing by MELP shall be governed by a separate data processing agreement between MELP and the Organisation, which sets out the subject and duration of the data processing, the nature and purpose of the data processing, the type of personal data and the categories of data subjects.
10.2. The Organisation shall only be liable for transferring of the personal data to MELP for processing that is defined in the Data Processing Agreement.
11. LIABILITY
11.1. The Organization shall indemnify and hold MELP harmless from and against any liability, damages, penalties, fines, or fees arising out of or in connection with any breach by the Organization of its representations, warranties, or obligations under the Agreement, with particular attention to the protection of the Users' personal data and privacy, and the use of MELP platform strictly in accordance with the provisions of the Agreement. In the event of any direct loss to MELP as a result of the related breaches, the Organisation shall be liable to compensate MELP for such loss on the basis of the evidence provided by MELP in support of the amount of the loss.
11.2. In the relationship between the Organisation and the User, the Organisation shall be solely liable for the Benefits provided by the Organisation, the terms and conditions of their use and application thereof to the User, the contents of the communications to the Users or any other information created, managed and processed by the Organisation, as well as for any losses that may arise to the Users as a result of such actions by the Organisation.
11.3. MELP shall inform the Users about the rules for using the MELP Platform, but in no case shall assume any liability for the actions performed by the Organisation, the Benefits provided by the Organisation to the Users and/or any possible damages related thereto.
11.4. Where the Organisation is late in paying the price of the Services or fulfilling any other monetary obligations under the Agreement, interest shall be charged at the rate of 0.05% (five one-hundredths) on the outstanding amount for each day of delay.
12. AGREEMENT ON THE LEVEL OF SERVICES
12.1. To the extent permitted by law, MELP shall assume no liability for:
12.1.1. actions and/or omissions by the Third Parties that would disrupt the use of the MELP Platform;
12.1.2. termination of the MELP Platform activity due to the circumstances beyond MELP's control.
12.2. MELP shall only be liable for any damages caused by MELP's intent or gross negligence and only for any direct loss incurred by the Organisation.
12.3. MELP shall make reasonable efforts to ensure that the MELP Platform functions properly and is accessible to its Users. However, MELP shall not warrant that the information provided by the Organisation to the Users on the MELP Platform will be accurate, complete and regularly updated by the Organisation.
12.4. In the event of noticing of any malfunction in the MELP platform, the Organisation shall inform MELP of the malfunction by using the MELP malfunction management system or at the email address provided by MELP. MELP shall respond to the Organisation's notification within 24 (twenty-four) hours at the latest and shall take commercially reasonable steps to eliminate the specified disruption and restore the operation of the MELP Platform within 24 (twenty-four) hours of receipt of such notification. Upon receipt of a notification of any malfunction, MELP shall assess the severity of the malfunction and determine the priorities for addressing the malfunction. The organisation shall cooperate with MELP to resolve the malfunction, e.g. by providing requested information in a timely manner and/or by appointing a person with sufficient expertise to communicate with MELP.
12.5. MELP cannot guarantee the uninterrupted availability and functionality of the MELP Platform, yet MELP shall use any available measures to ensure that the availability of the MELP Platform is at least 99% (ninety-nine percent), except for the periods when the MELP Platform is unavailable due to scheduled maintenance or updating works.
12.6. The Organisation understands and accepts that, in the case of the purchase of Coupons through the MELP Platform, there may be a delay in the delivery of the Coupon to the User due to the activation of the Coupon in the systems of the Benefit Provider and/or the Coupon distributor. In any case, the delay may not exceed 12 (twelve ) working hours from the moment of purchase of the Coupon on the MELP platform.
12.7. The Organisation understands and accepts that the MELP Platform services may be unavailable or delayed due to any planned maintenance or network failure. MELP shall inform the Organisation about any scheduled maintenance of the MELP Platform no later than 2 (two) business days before the start of the scheduled maintenance.
12.8. Where the MELP Platform is unavailable for a period longer than that specified in Clause 12.5 of the Rules, the price of the Services for the relevant accounting period shall be reduced at the request of the Organisation in proportion to the duration of the inactivity or unavailability of the MELP Platform.
12.9. MELP shall make reasonable efforts to keep the MELP Platform and the content on it secure. The organisation shall be responsible for the security of itself and its facilities.
13. START AND TERMINATION OF CONTRACTUAL RELATIONS
13.1. These Rules shall be binding on the Organisation from the date of signing of the Special Terms and Conditions to the Agreement and shall be valid for the period specified in the Special Terms and Conditions, subject to the conditions set out in these Rules.
13.2.MELP shall reserve the right, at its sole discretion, to unilaterally restrict the Organization's access to and use of the services of the MELP Platform, in whole or in part, at any time, in the event of any breach of the Agreement by the Organization, any threat or damage to the security, reputation, or business of the MELP Platform, or in any other case as MELP deems necessary, taking into account the restrictions set out in the Agreement and the applicable legislation. In such cases, MELP shall provide a reasoned notice of restriction or suspension of services, and the Parties shall negotiate separately the conditions for restoration of services.
13.3. In the event of a material breach of the Agreement, the affected Party shall notify the other Party of the breach and shall set a reasonable period of time for remedying the breach. Any failure to remedy the breach within the time limit shall automatically terminate the application of the Rules to the parties from the expiry of the time limit for remedying the deficiency. For the avoidance of doubt, breaches of Clauses 5.3, 5.4, 7.2, 7.3, and 7.5, and Sections 8 and 9 of the Rules shall be deemed a material breach of the Agreement.
13.4. Upon termination or expiry of the Agreement, MELP shall have the right to immediately remove the Organisation's account on the MELP Platform and the Organisation's User accounts. Where any particular User's account on the MELP Platform is linked to the Benefits provided by several Organisations, in the event of termination or expiry of the Agreement, only the information relating to the Organisation and its Benefits shall be removed from such User's account on the MELP Platform, but the User's account shall not be removed. Upon expiry of the Agreement, the User shall also be entitled to create a personal account on the MELP Platform.
13.6. If any provision of the Agreement is considered to be illegal, invalid or unenforceable in whole or in part by any applicable law, such provision or a part thereof shall cease to apply to that extent, without prejudice to the legality, validity and enforceability of the remainder of this Agreement. In such a case, the Parties shall replace the illegal, invalid or unenforceable provision (a part thereof) with a legal, valid and enforceable provision (a part thereof), which, to the greatest extent possible, has a similar effect on the illegal, invalid or unenforceable provision (a part thereof), taking into account the contents and purpose of the Agreement.
14. AMENDMENTS TO THE RULES
14.1. MELP shall reserve the right to amend the terms and conditions of the Rules, and the functionality of the MELP Platform or the MELP Mobile Application at any time. The Organisation shall be notified of any intended amendment to the terms and conditions of the Rules by sending an updated version of the Rules to the Organisation, indicating the effective date of the amendment to the Rules, which shall not be less than 15 (fifteen) days prior to the effective date of the intended amendment. Where the Organisation does not agree with the amendments to the Rules, the Organisation shall have the right to unilaterally terminate this Agreement from the date on which such amended terms and conditions of the Rules enter into force, unless MELP agrees, on its sole discretion, that the Organisation shall be entitled to continue using the MELP Platform within the scope and on the terms and conditions of the previous Rules. Where the Organisation does not express its disagreement with the amended terms and conditions of the Rules before the effective date thereof and continues to use the services of the MELP Platform, the updated terms and conditions of the Rules shall be deemed acceptable and binding to the Organisation and shall apply from the effective date of the amendments to the Rules specified in the notice.
15. FINAL PROVISIONS
15.1. MELP shall have the right to update or modify the functionality of the MELP Platform or the MELP Mobile Application at any time, without any restrictions, at its own discretion, provided that the overall functionality of the MELP Platform will not be less than that at the time of signing the Agreement.
15.2. The Agreement shall be governed by and construed in accordance with the law of the Republic of Lithuania. Any dispute arising out of the Agreement shall be settled by negotiation. Where no agreement is reached within 30 (thirty) days, disagreements shall be resolved in accordance with the procedure established by the laws of the Republic of Lithuania in a competent court in Vilnius.
15.3. For the purposes of the performance of the Agreement, information shall be provided to the Organisation at the email address detailed by the Organisation to MELP or via the MELP platform.
15.4. The current version of the Rules shall be available at melp.com.
15.5. The Organisation and MELP shall cooperate and provide information to each other to ensure a proper functioning of the MELP Platform and provision of services under the Agreement.
15.6. The Rules shall not create any employment relationship, commercial representation, joint venture, partnership or agency relationship between the Organisation and MELP.
15.7. Neither Party shall assign or transfer this Agreement or any of its rights or obligations under the Agreement, in whole or in part, without the consent of the other Party, except in the case of an assignment of rights to a company related to any Party to the Agreement.
Version of the Rules: V.1.2.
Date of entry into force: 1 January 2025.