Commercial Terms for Vendors

This English text is a translation provided for convenience. The Hebrew version is the legally binding one; in the event of any conflict between this translation and the Hebrew version, the Hebrew version prevails. עברית

These Commercial Terms for Vendors (hereinafter: the "Commercial Terms") constitute an integral part of the Terms of Use of The Runup LTD (the "Company"), and apply to any vendor who chooses a track, service, feature, or commercial engagement involving payment, a fee, or any other charge vis-à-vis the Company. In the event of any conflict between these Commercial Terms and the Terms of Use, these Commercial Terms shall prevail with respect to pricing, charges, fees, subscriptions, their renewal, price changes, payment failures, and any other commercial matters applicable to vendors.

1. Applicability and Approval

1.1. These Commercial Terms apply to any vendor joining a paid vendor track, a fee-based track, or any other commercial model that may be offered by the Company from time to time.

1.2. These Commercial Terms will be presented for the vendor's review during the registration process, on a dedicated commercial screen, or via a link on the Platform. By registering for a commercial track, selecting a track, checking an approval box, approving on a commercial screen, or continuing to use a vendor service that involves a charge after these terms have been presented, the vendor confirms its agreement to the Commercial Terms.

2. Billing Components

2.1. The vendor may be charged, depending on the track or service chosen, for one or more of the following components:

(a) Monthly or periodic subscription fees;
(b) Fees for leads from the Platform;
(c) Clearing fees or associated charges for payment processing, as applicable;
(d) Taxes applicable by law, including VAT;
(e) Any other commercial charge clearly presented to the vendor prior to its approval.

2.2. The rate of the charge, calculation method, billing basis, billing period, and any other commercial characteristic shall apply as presented to the vendor at the time of joining, on the track screen, in the account area, on the billing screen, in a track proposal, or on any other dedicated commercial screen.

3. Subscription Fees

3.1. To the extent the vendor joins a paid subscription track, the subscription fees shall be as presented to the vendor prior to joining the track.

3.2. Unless expressly stated otherwise, subscription fees are collected in advance for the relevant billing period.

3.3. The pricing structure may vary according to the vendor's category, type of service, number of branches, number of venues, business activity structure, or any other commercial criterion defined by the Company and presented to the vendor in advance.

4. Fees for Leads from the Platform

4.1. To the extent the track applicable to the vendor includes a fee for leads from the Platform, a fee shall apply in accordance with the rate, calculation basis, and commercial trigger as presented to the vendor prior to approving the track or service.

4.2. A "Lead from the Platform" is, unless expressly stated otherwise, a potential customer whom the vendor first identified, first received, or first engaged in a material interaction with through the Platform, and who was not previously in the vendor's customer database, CRM system, records, or active sales pipeline.

4.3. Leads whose sole origin is outside the Platform shall not be considered Leads from the Platform, unless another attribution rule was presented to and approved by the vendor.

4.4. The Company may rely on system records, logs, lead tags, messages, contact detail disclosures, meetings, price quotes, or any other reasonable system indication to determine whether a lead is a Lead from the Platform, unless the vendor has presented sufficient evidence to the contrary.

4.5. Where the initial contact with the customer was established through the Platform, the fee may apply even if the engagement, booking, payment, or completion of the transaction was carried out outside the Platform, all in accordance with what was presented to the vendor and subject to the Terms of Use.

5. Billing Cycle, Renewal, and Cancellation

5.1. The billing cycle applicable to the vendor shall be as presented to the vendor at the time of joining the track.

5.2. Unless expressly stated otherwise, a paid subscription will automatically renew for consecutive billing periods identical to the initial billing period.

5.3. The vendor may terminate the subscription renewal in accordance with the cancellation options or settings made available to the vendor on the Platform.

5.4. Cancellation of renewal will only prevent future charges and will not entitle the vendor to a refund for a billing period that has already commenced, unless required by law or expressly stated otherwise.

6. Taxes and VAT

6.1. Unless expressly stated otherwise, all amounts presented to the vendor are exclusive of VAT.

6.2. To the extent VAT or any other compulsory tax applies, it shall be added to the charge in accordance with the law and shall appear in the relevant accounting document.

7. Billing and Payment Details

7.1. The vendor undertakes to provide the Company with accurate, complete, and up-to-date billing and payment details, and to update them as necessary.

7.2. Failure to provide valid billing details, or to update them, shall not exempt the vendor from its liability to pay any charge lawfully applicable to it.

8. Payment Failures and Their Consequences

8.1. In the event of a billing failure, transaction rejection, chargeback, charge cancellation, or non-payment for any other reason, the Company shall be entitled, at its reasonable discretion, to:

(a) Attempt to re-charge;
(b) Suspend or restrict the vendor's access to all or part of the Services;
(c) Halt the delivery of leads or the use of commercial features;
(d) Remove or reduce the visibility of the vendor's profile;
(e) Take reasonable collection measures.

8.2. The vendor shall bear all valid charges accrued up to the date of suspension, restriction, or termination.

9. Changes to Pricing and Commercial Terms

9.1. The Company may update from time to time the pricing, tracks, fee rates, billing structures, or other commercial terms applicable to vendors.

9.2. Any such change shall apply prospectively only, from the date determined by the Company, provided that the updated terms are presented to the vendor in advance in a reasonable manner, including via a screen on the Platform, the account area, a renewal screen, an email notification, or another notification on the Platform.

9.3. Continued use of a track or commercial service after the effective date of the updated terms shall constitute agreement to the updated terms, unless the vendor cancelled the relevant service or track prior to their entry into force, to the extent such an option exists.

10. Survival

10.1. Termination of the vendor's account, termination of a track, or cessation of use of the Services shall not derogate from any charge, fee, tax, or other financial liability accrued prior to the date of termination.

10.2. These provisions, by their nature, shall survive the termination of the engagement: provisions relating to payments, fees, taxes, payment failures, collection, interpretation, and dispute resolution in connection with accrued charges.