English version of THE TERMS AND CONDITIONS OF ACOMWARE SRO
The company ACOMWARE s.r.o., with its registered office in Prague 4, Budějovická 778/3, zip code 140 00, registered in the commercial register maintained by the Municipal Court in Prague, section C, file 92586, ID number: 250 47 965 (hereinafter referred to as the "Contractor"), is primarily a consultancy company and advertising agency operating mainly in the field of internet marketing and electronic commerce.
The customer is a natural or legal person who bindingly orders marketing and/or advertising and/or e-mailing services and/or data services and/or other services provided by the Contractor on the basis of an order or contract for himself or a third party. Provision of the Contractor's services to a third party other than the Customer requires the Contractor's prior consent.
Marketing services are a specific form of services performed on the basis of an individual agreement with the Customer, which are specified in more detail in the individual items of the contract. This includes in particular the management of PPC or RTB campaigns, website optimization for internet search engines, building back links, content management and community management on social networks, XML feed management for commodity search engines, e-mailing services, data and web analytics services, graphic or other production services and more.
Advertising services (campaigns) are services of an advertising nature agreed between the Customer and the Contractor. As a rule, the contractor ensures the publication of the agreed advertising format (campaign) with specific parameters on the servers (internet presentation on which the advertising format will be published) specified in the order or in other media, e.g. for the period defined in the order, in the form of a set budget or recharge of fixed amounts to the advertising system, etc.
Data services are all services related to data processing agreed between the Customer and the Contractor. This concerns both the data of the Customer or the Processor, as well as the data of third parties. All reporting, analytical, research and other data services are included. Furthermore, this term also refers to services related to the collection and storage of data or the management of a data warehouse.
The purpose of these terms and conditions is to adjust the terms of orders and service deliveries between the Contractor and the Customer, i.e. in particular to adjust framework contracts, service orders and the creation, amendment and termination of sub-contracts on the basis of which the delivery of services will take place, as well as the rights, obligations and claims of contractual parties arising from these contracts, as well as all other related matters.
These terms and conditions also apply to the use of software solutions or other third-party systems provided by the Contractor either at his initiative or at the request of the Customer - e.g. Acoustic system, Maileon software solution, Exponea software solution, Google, Inc. systems. (e.g. Google Ads, Google Marketing Platform, etc.), SEZNAM.CZ, as (e.g. Sklik) and others. These terms and conditions also apply to cases where the Contractor carries out its activities in systems provided directly by the Customer.
The Customer acknowledges that the software solutions described above and other systems mentioned above are the product of a third party different from the Contractor. Outages of such third-party systems, or restrictions on access to these systems caused by a third party or its suppliers cannot be the burden of the Contractor, and the Contractor is not responsible for them, unless expressly stated otherwise in this contract.
The basic rules for using third-party software solutions are set out in Article 4 of these terms and conditions. The use of third-party software solutions is further expressly governed by the rules, technical and operational documentation established by the third party, always in the current version. These documents are available in their current form on the website of the given provider, or for selected services on the link below. The customer acknowledges that a condition for the use of third-party software solutions or other systems may be the requirement to conclude a binding agreement with the software solution provider regulating their mutual interaction. If necessary, the Contractor will inform him about this.
Conditions of individual selected solutions:
Acoustic (https://acoustic.com/terms-conditions/)
Exponea (https://exponea.com/legal/terms-of-service/, https://exponea.com/legal/privacy-policy/)
Maileon (https://www.maileon.de/mehr/agb/, https://www.maileon.de/datenschutz/).
Glass (https://napoveda.sklik.cz/pravidla/smluvni-podminky-pro-inzerenty/)
Google Ads (https://payments.google.com/u/0/paymentsinfofinder)
Google Marketing Platform (https://policies.google.com/terms?hl=en)
Services are bindingly ordered on the basis of a written order (including fax or e-mail, signature using a signature application, for example DocuSign) or on the basis of payment of an advance invoice (proforma) issued by the Contractor and executed by the Customer.
The order is binding for the Contractor only after the Contractor confirms it to the Customer in writing or by e-mail. The contractor can also confirm the order by starting to perform activities according to it.
All partial orders of the Customer will, if possible, be numbered so that they are not duplicated.
By confirming the order, it is considered that the Contractor and the Customer have entered into a contractual relationship, which, in addition to the concluded contract, will be governed by the provisions of these Business Terms and the documents to which they refer.
By concluding the contract, sending the order or making the payment according to the advance invoice, the Customer expresses his consent:
a) with these Terms and Conditions of the Contractor;
b) when using a software solution or third-party systems, also with the terms and conditions of the software provider;
c) when ordering advertising in third-party media with the conditions of publication of advertising in these media set by their operators.
The Customer undertakes to provide the Contractor with instructions regarding the processing of personal data provided by him in an appropriate manner determined by the Contractor.
The price is negotiated based on the agreement between the Customer and the Contractor. Prices are always negotiated without VAT, which is added according to applicable legal regulations.
The contractor is entitled to request an advance from the price or payment in advance (it will be paid on the basis of an advance invoice). The relevant payment amount must then be credited to the Contractor's account no later than two (2) working days before the agreed start date of the respective services. In the event that the payment is not credited to the Contractor's account properly and on time, the Contractor is not obliged to start providing services.
Invoices with the details of the tax document are issued within 15 days from the date of the taxable transaction.
If the services are carried out continuously over several months or within individual campaigns, partial invoices for the corresponding part of the services may be issued by the Contractor at the end of each calendar month/campaign.
The due date of invoices is 14 days from the date of issue or 21 days from the date of purchase, unless a different period is agreed upon in writing between the Customer and the Contractor, as indicated on the invoice by the Contractor. In the event of a delay in payment of invoices, the Contractor is entitled to charge the Customer interest for the delay in the amount of 0.15 % of the owed amount for each day of delay, including the beginning. Payment of default interest does not affect the Contractor's claim to compensation for possible damages or other damages. The obligation to pay interest on late payment continues even after the end of the contract.
Services that have been paid for in the amount indicated on the order/tax document and under the variable symbol indicated there are considered properly paid services. Reimbursement means crediting the amount to the Contractor's bank account.
Incorrect, partial or bulk payments may not be accepted by the Contractor. Such payments may be returned to the account from which they were credited to the Contractor's account, less any bank fees incurred by the Contractor.
The Customer is not entitled to assign or suspend its claims against the Contractor without the prior written consent of the Contractor.
In the event that the Customer wishes to cancel an already confirmed order, he is obliged to pay the Contractor a cancellation fee in the amount of the agreed price including VAT according to the order, unless the parties agree otherwise.
In the event of late payment of any invoice (even issued pursuant to another concluded contract with the Customer) by the Customer, the Contractor has the right to suspend the provision of services according to this contract without being obliged to notify the Customer, and further, if necessary, to bind the further commencement of work to the payment of a reasonable advance payment by the Customer. If the provision of these services is interrupted, this does not affect the Contractor's right to a fixed remuneration even for the period when the services are not performed. The Contractor is also entitled to suspend any campaign or advertising communication of the Customer who is in arrears with the payment of any obligation owed to the Contractor, and such campaign or advertising communication is considered terminated for reasons on the Customer's side.
The Contractor is entitled to use a third party to enforce its claims against the Customer. The Contractor is entitled to pass on information about individual business cases and about the Customer to third parties in cases stipulated by law, in specially negotiated cases, in the protection of the Contractor's rights or the recovery of his claims, in the assignment of claims or other handling of them to his legal, accounting, tax and similar advisers , to persons forming a concern with the Contractor and also to the person providing the Contractor with insurance against the risk of non-payment of claims or collecting claims for him.
4.1 The allocation of the agreed time fund to individual services and the scope of activities carried out by the Contractor in connection with the provision of services under this contract may be changed and distributed over time according to the agreement of the contracting parties - in such a case, the contracting parties can agree on the scope of activities in connection with the fulfillment of the subject of this contract for each month contracts.
Upon agreement of the contracting parties, it is possible to use the time fund as part of the provision of services under this contract to support other online stores/projects of the Customer.
If the contracting parties do not exercise their right according to the provisions of this article of this contract, the decision on the form and time of provision of services according to the contract belongs entirely to the Contractor, who will unilaterally determine the method and time range of the provision of services.
4.2 The Customer undertakes to provide the Contractor with timely cooperation and all information at its request, as well as to hand over to the Contractor the documents it absolutely needs for the proper and timely fulfillment of obligations. In the event of delay on the part of the Customer in fulfilling his obligations (providing cooperation, information or documents), the Contractor cannot be in delay in fulfilling his obligations under this contract, while the Contractor has the right to payment of the remuneration in full.
The customer is solely responsible for the veracity of the data provided in the documents provided or secured by him.
4.3 In the event that the Contractor distributes advertising for the Customer, the Customer is fully responsible for the content of such advertising. The customer undertakes that the advertisement handed over to the Contractor for dissemination will not be in conflict with legal regulations, good morals, the principles of fair dealing and the principles of honest business dealings, and that the dissemination of the advertisement will not unjustifiably affect the rights and legitimate interests of third parties (in particular, but not exclusively, the right for the protection of the personality of natural persons, the right to protect the good reputation of legal persons, copyright, rights related to copyright and trademark rights) and generally binding legal regulations, in particular Act No. 40/1995 Coll., on the regulation of advertising will not be violated , as amended, Act No. 132/2010 Coll., on on-demand audiovisual media services, or Act No. 231/2001 Coll., on the operation of radio and television broadcasting, as amended, and that all financial claims arising from the use works of authorship, or likenesses of natural persons used in advertising and rights related to copyright were (will be) satisfied by the Customer on the date of handing over the materials for the advertisement. The customer undertakes that if the Contractor or the advertiser, or the operator of the relevant media, damage or other damage occurs as a result of the advertisement, the Customer shall compensate this damage (damage) in full. Damages also mean the costs of court or arbitration proceedings, including the costs of legal representation in these matters.
Furthermore, the customer expressly undertakes not to distribute for dissemination a presentation on gambling games operated without a basic permit in accordance with Act No. 186/2016 Coll., on gambling games, or regulations replacing it. Furthermore, the customer expressly undertakes to ensure compliance with all legal conditions and obligations regarding the presentation of human medicinal products, food supplements, food, especially food for special nutrition and follow-on infant nutrition, both in accordance with Czech legal regulations (e.g. Act No. 40/1995 Coll., on the regulation of advertising), as well as according to EU regulations (especially in Regulation (EU) 1924/2006, on nutrition and health claims in food labeling).
If the Customer intends to spread a certain volume of advertising (or e.g. the number of e-mails sent), a volume discount can be negotiated with him based on such volume of advertising, which can also be provided to him in advance. In the event that the Customer does not order advertising to the expected extent, in the event that the Customer does not use the agreed quantity, or in the event that the order is not implemented for reasons not on the part of the Contractor, or in the event that the Customer is in arrears with the payment of the invoice for such service (or part thereof) for more than 15 days, the Contractor may unilaterally decide that the Customer's right to a discount expires in full or to the extent specified by the Contractor.
4.4 The Contractor reserves the right to refuse the dissemination of advertising, the provision of services related to the Customer's e-mails or other performance:
a) in the event that their content or scope does not correspond to the concluded contract or other agreement or to these Business Terms and Conditions or other conditions that are used according to the agreement of the parties;
b) in the event that the ethical principles of the Contractor or publishers or operators of other systems used for performance for the Customer, or the Advertising Code of the Advertising Council or the conditions of software solution providers or other systems used for performance for the Customer, are violated;
c) due to the legally objectionable content of advertising, e-mails, SMS and other content, i.e. if the content or method of dissemination is contrary to legal regulations, good manners, principles of fair business dealings and fair conduct or decisions of public administration bodies or contrary to the ethical rules of the Advertising Council (available at www.rpr.cz);
d) in the event that advertising or e-mails could, by their format, content or execution, cause the addressees or readers, or listeners or viewers get the impression that it is part of the editorial content of the relevant media or a message from the Producer or operator of the relevant media or another person;
e) containing communications, advertising or commercial communications from third parties, except in the case where the Customer is an advertising or media agency and the advertisement contains communications, advertising or commercial communications from its customer approved by the Contractor;
f) which will interfere with the rights and legitimate interests of the Contractor or will damage or could damage the good name of the Contractor, its employees, partners or persons forming a concern with it;
g) in the event that it is an advertisement of a competitor of the Contractor or the operator of a software solution or operators of other similar systems used by the Contractor for performance for the Customer;
i) in the event that the Contractor has reasonable doubts as to whether there is no reason for refusal according to letter a) to e);
j) in the event that it will be an advertisement of a competitor of the operator of one of the media in which it should be placed;
k) in the event that the Customer refuses to sign a special promise of compensation, the signature of which will be required by the Contractor in justified cases;
l) containing anonymous advertisements related to elections for the duration of the election campaign according to election laws or content that does not meet other requirements of election laws.
The contractor is entitled to refuse the service in whole or in part in the above cases.
The Contractor shall notify the Customer of its decision on rejection without undue delay. The customer is then obliged to supply the Contractor with faultless replacement documents without undue delay. In case of repeated refusal for the reasons mentioned in this paragraph, the Contractor has the right to withdraw from the concluded contract.
If the Customer orders or delivers an advertisement in a form that does not correspond to the dimensions and/or format of the advertising space or the technical capabilities of the relevant medium, the Contractor may modify the advertisement in the usual way without being obliged to inform the Customer.
4.5 The customer is responsible for the legality of the delivery of messages via e-mail, SMS or other forms of communication for which he uses the services of the Contractor. The customer declares that he has secured all consents or there are other legal reasons for the delivery of advertising messages or the use of advertising targeting to all clients, or to all users whose e-mail addresses, telephone numbers or physical addresses he gives to the Contractor as documents for the performance of the contract, in such a way that they correspond to both Czech law and the law of the country where the addressee is a resident or to which such communications will be sent. From the point of view of Czech law, the communication must be in particular in accordance with Act No. 480/2004 Coll., on certain information society services, Act No. 110/2019 Coll., on the protection of personal data, Regulation (EU) 2016/679 and Act No. 127/2005 Coll., on electronic communications. The same applies to the use of cookies and other network identifiers.
4.6 The Contractor is not responsible for any overspending of the budget, and the Customer undertakes to pay the actual costs incurred even beyond the scope of the Order.
4.7 The Customer agrees that the Contractor shall, to a reasonable extent, technically process the messages forwarded to him for dissemination, in particular for the purpose of securing the technical requirements of the connected networks, adapting these messages to the limitations given by third-party systems, adapting them to the technologies used and the conditions of the suppliers of individual solutions.
4.8 The customer acknowledges and undertakes, in particular, when delivering documents or communicating instructions and using computer and other systems, to comply with the terms and conditions and rules of cooperation with third parties with whom the contracting parties come into contact during the fulfillment of the order/contract (in particular, the terms and conditions of Google server operators, List .cz, Facebook, advertising systems Adform, Google Ads, Sklik, Acoustic, Exponea, Maileon, etc.). At the same time, the Customer acknowledges that the Contractor is also obliged to comply with these terms and conditions and will proceed according to them when fulfilling the contract with the Customer.
4.9 In the event that a third-party solution licensed by such third party is part of any used software or provided tool, the conditions set by such third party must also be observed. If the Customer is granted any license or sub-license for software and other objects protected by copyright (hereinafter referred to as "software"), the Customer acknowledges that such (sub)license is provided only for the purpose of fulfilling the concluded contract, as a non-exclusive, maximum for the duration of the concluded contract and exclusively for the territory of the Czech Republic. Without the prior written consent of the Contractor, the Customer is not entitled to provide third parties with the opportunity to use the software in any way, either in the form of sublicenses, license transfer, lease or any other provision of access to the software for the purpose of its use.
The customer undertakes to allow the Contractor and/or the software copyright holders to verify, at their request, whether the software is being used in accordance with the agreed rules. The customer agrees that any software solutions may not be available indefinitely.
The contractor and/or the third-party software solution provider are authorized to restrict access to the system at regular intervals or, if necessary, outside of them for the purpose of performing maintenance, error corrections, and/or software and/or hardware modernization. These rules apply similarly to other third-party systems used by the Contractor or the Contractor's own systems.
The customer agrees that third parties, as suppliers of software solutions and systems, exclude any liability for any damage caused by their use. The same applies to any related liability of the Contractor, including his liability for any damages associated with the use of any software solution and system (whether of a third party or of the Contractor) by the Customer.
4.10 The customer undertakes not to use the software solution or system of a third party and any other program or tool provided or provided by the Contractor in violation of the law or good morals, and further to use or publish or disseminate information that: (i) is illegal, (ii) is obscene, sexually explicit, pornographic, (iii) are discriminatory, (iv) harm minorities in any way, (v) infringe the copyright of third parties, (vi) contain materials dangerous to the national or public security of any country, (vii) support terrorism or other objectionable or illegal behavior, (viii) contain a false identity for the purpose of deceiving others or in any way manipulate identifiers in order to hide the origin of the transmission or information, (ix) contain any objectionable software incl. computer viruses, computer worms, Trojan horses, spyware, adware, etc. The customer further undertakes not to use a third-party software solution or system and any other program or tool in any way to obtain unauthorized information about other persons, incl. e.g. phishing, illegally gaining access to computer networks and devices, etc. Any stricter restrictions agreed in these Terms and Conditions or the contract are not affected by this.
4.11 The customer expressly undertakes not to use the software in a way that violates the export restrictions for software valid in the Czech Republic, Great Britain or the USA. The customer undertakes to comply with the generally valid principles of corporate governance and undertakes not to carry out any activity in connection with the concluded contract that could be considered corrupt.
4.12 The customer will archive backup copies of all content provided for use within the software solution or system of a third party or the Contractor. The Customer acknowledges that the messages and content will be available to him through the third-party system for a period determined by its operator, at the longest for the duration of the contractual relationship between the Customer and the Contractor, which is directly related to the use of the given software solution. Messages and content may be archived and/or deleted from the third party system at any time after this period; The Customer acknowledges that the company providing the third-party software archives and/or destroys all copies of messages, provided data and content immediately upon termination of the relevant order and/or contract establishing the Customer's right to use the given system.
4.13 Any password or other access data generated and assigned to the Customer for the use of a software solution or other third-party system is used only for its internal use in accordance with the concluded contract and must be kept confidential by the Customer. Neither the contractor nor any software and service supplier is responsible for the loss or misuse of this data. The customer is obliged to document which of his employees have access to access data to the third-party system. The Customer acknowledges that in the event that the Customer provides access data to the third-party system to a third party, its access to the software solution may be immediately suspended.
4.14 The customer undertakes not to copy and store the third-party system or any part of it on his computer equipment and will not use it other than for the proper use of this service for the purposes for which it is intended, in particular he will not use it for the development of competing products. The customer acknowledges that the conclusion of the relevant contract does not entitle him to use any logo or trademark of the relevant third parties.
4.15 The Customer acknowledges that all statements under these Terms and Conditions are made by the Contractor solely on his own behalf and that no statement made here can be interpreted as a burden to the third-party software solution provider.
4.16 The Contractor is entitled to withdraw from this agreement with immediate effect in the event that the Customer violates any of its obligations under this article. This does not affect the right of withdrawal or termination arising from the law.
4.17 In the event of a breach by the Customer of the obligations/statements specified in this article, the Customer undertakes to compensate the Contractor and/or the operators of the relevant systems used for the provision of services to the Customer for all damages and losses incurred.
5.1 Without prejudice to special provisions on the limitation of liability, in the event of an error on the part of the Contractor, the Customer is entitled to demand an adequate compensation in the complaint procedure, either in the form of replacement performance or a reasonable discount on the price. The choice between the claims listed above belongs to the Customer only if it is notified to the Contractor in a timely written notification of defects. The Customer is not entitled to change the claimed claim without the Contractor's consent.
5.2 The customer must submit a complaint exclusively in writing, by registered letter to the address of the Contractor's registered office. Complaints submitted by e-mail, fax or telephone are considered duly applied only if the Contractor confirms their receipt.
5.3 The deadline for making a claim is 10 calendar days from the day the Customer discovered or could have discovered the error, but no later than 10 days from the delivery of the report or invoice by the Contractor.
The contractor reserves a period of 30 calendar days for a decision on the complaint. The customer is obliged to properly and sufficiently specify the claimed services when making a claim. Vague complaints may be rejected by the Contractor as unfounded. The price discount is applied in the form of a corrected tax document. The obligation to repay is thus limited only to that proportional part of the performance, for which a justified complaint is not applied.
5.4 Objections to issued invoices - tax documents - which would result in a limitation of the Contractor's claim against the Customer, must be submitted by the Customer within 10 calendar days after delivery of the invoice, in writing to the address of the Contractor's registered office. The Customer must prove compliance with the deadline, otherwise the objection will be considered late.
Both contracting parties undertake to comply with the provisions of regulations on the protection of personal data (in particular Regulation (EU) 2016/679 (hereinafter referred to as the "Regulation") and others).
On the basis of this contract, the Contractor may process personal data for the Customer as a so-called processor:
a) customers or other recipients of the Customer's marketing communications;
b) persons who will be the addressees of the Customer's advertising messages;
c) users of social networks interacting with the Customer's products or accounts.
(Hereinafter, everything is just "customers".)
The duration of the processing, the nature and purpose of the processing are determined by the concluded contract. The subject of processing is the personal data of customers that the Customer provides to the Contractor or that the Contractor processes as part of fulfilling its obligations under this contract or at the initiative of the Customer.
The customer is fully responsible for determining the purpose of the processing, informing the data subjects about the processing, obtaining the correct legal reason for the processing, the accuracy of the data provided by him and the fulfillment of other obligations of the administrator according to the Regulation and other applicable legal regulations. The contractor is entitled to request the disclosure of this data. The Customer is also responsible for the processing carried out by persons other than the Contractor and the sub-processors designated by him and for the processing carried out in the systems, the use of which the Customer requested.
The Contractor will usually process the following personal data of the Customer's customers for the Customer: their name and surname, address including e-mail address, information about the customer's transactions in relation to the Customer, possibly including purchased goods and prices, information about the customer's behavior within the Customer's website or accounts on the Customer's social networks, the content of messages sent to customers and other marketing communications, the customer's activities related to such communications, information obtained from the Customer's measurement codes located on its website, etc.
The Contractor will process personal data only on the basis of the Customer's documented instructions, which the Customer undertakes to transfer to the Contractor in the manner specified by the Contractor, including in matters of the transfer of personal data to a third country (see below) or an international organization, if such processing is no longer required by the law of the European Union or the Czech Republic . In such a case, the Contractor will inform the Customer about this legal requirement before processing, unless these legal regulations prohibit this information for important reasons of public interest. The Contractor hereby informs the Customer that it will process the data to the extent necessary also for the purpose of fulfilling its obligations pursuant to Regulation and Act No. 110/2019 Coll., Act No. 480/2004 Coll., accounting regulations (in particular, Act No. 563/1991 Coll., on accounting, and regulations implementing it), tax regulations (especially according to Act No. 586/1992 Coll., on income tax and Act No. 235/2004 Coll., on value added tax, and implementing regulations).
The Contractor undertakes in connection with the processing of personal data for the Customer:
a) Not to involve any other processor in the processing without the prior specific or general written permission of the Customer and to use only those processors that provide sufficient guarantees of the introduction of appropriate technical and organizational measures so that the processing meets the requirements of the regulations on personal data protection and to ensure the protection of rights data subject. Unless otherwise agreed in writing, the Customer grants the Contractor general permission to engage other processors. In the case of a general permit, the Contractor will inform the Client in a suitable way designated by the Contractor (e.g. the Contractor's newsletter, a special section on the Contractor's website or the Contractor's client portal) about any intended changes regarding the acceptance of additional processors or their replacement, and will thus provide the Client with the opportunity to express objections to these changes. Such other processor must be subject, on the basis of a contract or other legal act under the law of the European Union or the relevant EU Member State, to the same data protection obligations as set out in this contract, in particular the provision of sufficient guarantees as regards the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the Regulation. The Customer acknowledges that with suppliers of software solutions and other similar systems, the Contractor will usually have to accept the model conditions proposed by these suppliers. If the additional processor does not fulfill its obligations in the area of data protection, the Contractor shall continue to be fully responsible to the Customer for the fulfillment of the obligations of the affected additional processor. However, an additional processor involved by the Contractor is not considered to be a person who is involved in the processing by decision of the Customer or on the basis of a contract already concluded with the Customer (e.g. Google Inc. regarding the Google Analytics service, operators of advertising systems used according to the Customer's instructions). The Contractor is not responsible for misconduct on the part of such persons.
b) Process personal data only for the purposes of fulfilling the contract with the Customer and related purposes (including related protection of the rights of the Contractor and documentation of performance provided by the Customer and improvement of the Contractor's services).
c) Take into account the nature of the processing and be helpful to the Customer through appropriate technical and organizational measures, if possible, to fulfill the Customer's obligations according to the regulations on personal data protection and to provide the Customer with the cooperation necessary to fulfill the rights of data subjects or cooperation to the extent necessary and without unnecessary delay with the supervisory authority, for the avoidance of doubt, it is stated that the costs of this cooperation beyond the scope of usual technical measures (e.g. when handling individual requests of data subjects within the right of access, etc.) are not covered as part of fixed or flat-rate payments, but will be charged by the Contractor especially according to its price list, unless otherwise agreed in writing.
d) Ensure that the persons used by him for the processing of personal data commit to confidentiality or that they are subject to a legal obligation of confidentiality.
e) Notify the Customer without undue delay of a breach of the security of personal data in the event that the Customer is obliged to notify such a breach to the supervisory authority and/or customers or such a breach of security would represent a significant risk to the rights and legitimate interests of the Customer, unless such notification would be contrary with applicable law.
f) Provide the Customer with all the information necessary to demonstrate that the obligations set out in Article 28 of the Regulation have been fulfilled, in a reasonable and usual scope.
g) To allow the Customer, at his written request, audits, including inspections (hereinafter referred to as "inspections"), carried out by the Customer or another auditor authorized by the Customer, to a reasonable and customary extent, and to contribute to these inspections. The contractor is entitled to demand a reasonable payment for this cooperation, which, unless otherwise specified, will be determined as an amount of CZK 500 excluding VAT per man-hour for the first inspection in the calendar year and CZK 1,500 excluding VAT per man-hour for subsequent inspections in the calendar year (However, the contractor is obliged to allow only one inspection in a period of every 12 months). The Customer shall further reimburse the Contractor for all purposefully incurred costs related to such an inspection. However, the Contractor is entitled to refuse to carry out such further checks, if the Customer does not have a serious reason for carrying them out. The above-mentioned amounts will be increased by the rate of consumer inflation (increase in the consumer price index) announced for the previous calendar year by the Czech Statistical Office from the 1st of July of the calendar year following the year in which the contract between the Client and the Contractor becomes effective. The customer is entitled to entrust such control - if he does not perform it himself - only to a law firm or a person professionally engaged in the protection of personal data (but not to a person competing with the Contractor). The person performing the inspection (including persons performing it for the Customer) must be obliged to maintain confidentiality regarding the information obtained as part of such inspection and may not use the data obtained during the inspection other than to fulfill the duties of the Customer as administrator according to the Regulation. The customer is obliged to prove this fact to the contractor. During the inspection, the contractor is entitled to make available information and documents, the disclosure of which could threaten the rights or interfere with the rights of third parties (e.g. providers of relevant licenses and systems, personal data and trade secrets processed for other persons, etc.) or the right to protect know-how how, confidential information or trade secrets of the Contractor, only to the general extent or in a manner that does not jeopardize the above facts. However, the contractor is always entitled to refuse to make available such information and documents, the disclosure of which cannot be fairly demanded from him. On-site audits and inspections (at the Contractor's premises) will only be carried out in justified cases and must be carried out in a manner that will minimize their impact on the Contractor's activities. The details of the inspection carried out will always be negotiated in a special written agreement concluded between the Customer and the Contractor, which the contracting parties will conclude within 15 days from the date of delivery of the Customer's written request for the inspection to the Contractor.
The contractor may only process personal data for the necessary period of time and undertakes to delete all personal data and to delete existing copies of such data after termination of the provision of services associated with the processing, unless the law of the European Union or the Czech Republic requires the storage of the given personal data or if there is no such data need to be kept for a reasonable period of time for the purpose of processing complaints, protecting the rights of the Contractor or third parties or otherwise fulfilling the contract concluded between the Customer and the Contractor.
Taking into account the state of the art, implementation costs, nature, scope, context and purposes of processing, as well as the variously probable and variously serious risks to the rights and freedoms of natural persons, the Contractor shall implement appropriate technical and organizational measures to ensure a level of security corresponding to the given risk, where appropriate including:
a) use of access passwords to the Contractor's computer systems;
b) locking the Contractor's premises, in which personal data are located, if they are not under the supervision of an associate of the Contractor;
c) camera surveillance at the entrance to the Contractor's premises;
d) pseudonymization or encryption of personal data where it is appropriate and customary, especially with regard to the nature of the processed data and acceptable in terms of costs;
e) the ability to ensure continuous confidentiality, integrity, availability and resilience of processing systems and services to the extent and cases customary in the market;
f) the ability to restore the availability of personal data and access to them in a timely manner in the event of physical or technical incidents in the scope and cases customary in the market;
g) the process of regular testing, assessment and evaluation of the effectiveness of established technical and organizational measures to ensure processing security.
When assessing the appropriate level of security, the risks posed by processing, in particular accidental or illegal destruction, loss, alteration, unauthorized access to or unauthorized access to transmitted, stored or otherwise processed personal data, the costs associated with such measures and the reasonable market situation shall be taken into account . The customer acknowledges that for suppliers of software solutions and other similar systems, appropriate technical and organizational measures are determined by a relevant third party.
The Client undertakes to provide the Contractor with all personal data protection impact assessments carried out by him (including their changes) made regarding the processing in which the Contractor will participate, the possibility (to a reasonable extent) of consultations with the Client's personal data protection officer, if appointed, or a person dealing with the protection of personal data at the Customer and other necessary cooperation to fulfill the Contractor's obligations according to this contract or the law. The Customer undertakes to notify the Contractor of the initiation of any inspection by the supervisory authorities regarding the processing in which the Contractor will participate, and to inform him, to the extent permitted by law, of the progress of such inspection.
The Contractor shall take measures to ensure that any natural person who acts on behalf of the Processor and has access to personal data only processes such personal data in accordance with the instructions of the Customer, unless their processing is no longer required by the law of the European Union or a member state.
The customer agrees that within the framework of the Contractor's or its subcontractors' systems, data may be processed outside the EU as well, if the conditions and restrictions established by legal regulations are met. In particular, the customer agrees that personal data may be processed in the USA by companies that undertake to comply with standard contractual clauses. For systems involved in processing at the order of the Customer, the Customer ensures compliance with the rules for the transfer of personal data.
7.1 The contracting parties undertake not to disclose mutual data and information obtained in the framework of cooperation to any third party (except for their legal, tax, accounting and similar advisors and persons forming a group of contracting parties, on the condition that they will be bound to confidentiality to the same extent as contracting party and with the exception of relevant subcontractors or persons approved by the other contracting party). This restriction does not apply to information that has been passed on for communication to third parties.
Any letter, notification or other document will be considered delivered to the other contractual party if it is delivered to the relevant contractual party at the address, fax number or e-mail address specified for these purposes in the partial contract or order ("contact details") or at any another address demonstrably notified by one contracting party to the other contracting party for the purpose of delivering written notices or to the address of the contracting party's headquarters entered in the public register.
In case of doubt, it is considered that the moment of delivery of the document is the hour and minute indicated in the confirmation of successful delivery of the e-mail message to the other contractual party or the hour and minute indicated in the message of successful sending of the fax message to the other contractual party.
The contracting parties undertake to inform the other contracting party in writing about changes in contact details or possible problems with delivery to the respective addresses and/or telephone numbers, in sufficient time, if the relevant change or problem is known to them in advance, or without unnecessary delay afterwards, what relevant change or problem occurs.
Both contracting parties are entitled to publicly state that they are cooperating with each other to a reasonable extent.
7.2 These Terms and Conditions are drawn up in Czech and English. In case of any ambiguities or interpretation problems, the Czech version is decisive.
The contracting parties have further expressly agreed that their contractual relationship based on orders, sub-contracts, framework contracts, their individual annexes or these Terms and Conditions, its validity and consequences of invalidity, effects, form and other requirements are governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., Civil Code, as amended.
Provisions of § 1799 and § 1800, § 1805 paragraph 2, § 1913, § 1950, § 1952 paragraph 2 and § 1995 paragraph 2 of Act No. 89/2012 Coll. are not enjoyed between the parties.
The contracting parties expressly agree that the Contractor is entitled to refuse performance in accordance with the concluded contract even in the event that the Customer is in default in fulfilling his other obligation (arising for another legal reason) towards the Contractor.
If payment in installments was agreed upon and the debtor fails to meet any of the installments, the contracting parties have agreed that the creditor has the right to settle the entire claim and can exercise this right even after the due date of the next installment.
The Contractor is entitled to set off any of its due receivables from the Customer against the Customer's receivables from the Contractor, regardless of whether these receivables are due or not and regardless of the currency or legal relationship from which they arose. The set-off of receivables in different currencies is expressly permitted. Offsetting is always governed by Czech law.
7.3 The contractor is under no circumstances liable for damages that were not caused by him intentionally or due to gross negligence, and for damages caused by circumstances excluding liability, extraordinary and unforeseeable obstacles arising independently of his will or force majeure (force majeure is always considered, according to the agreement of the parties, e.g. strike, lockout, war and restrictions resulting from a state of war, terrorist attacks, cyber attacks, insurrections, acts of nature, fire, pandemics, incidents caused by cyber warfare, etc.) and for other damages for which it is stated in these terms. The Contractor is not obliged to pay damages to any person other than the Customer. The maximum amount of damages that the Contractor is obligated to pay for breach of contract that occur in one calendar year shall not exceed ten times the payment that the Contractor received under such contract in the given calendar year.
7.4 These Terms and Conditions and all documents to which they refer are an integral part of the contract concluded between the Customer and the Contractor. In the event of a conflict between the content of the contract and the Terms and Conditions, the text specified in the contract shall be used. Contracts agreed in writing may be changed or terminated only by written negotiation, changes in a less strict form are excluded. The contract, during the conclusion of which the Contractor was represented by executives, can only be changed by legal action, during which the Contractor will again be represented by executives or persons expressly authorized for such action by an individual written power of attorney.
7.5 The Contractor may change these Terms and Conditions to a reasonable extent, especially in the case of:
a) changes in individual products that would affect their functionality, including changes made by suppliers of these products;
b) introduction of new products;
c) changes or cancellation of legal regulations, issuance of new legal regulations or changes in the interpretation of relevant legal regulations;
d) changes in prices charged to the Contractor by third parties;
e) changes in the price level on the market;
f) changes in the interpretation of relevant legal regulations;
g) unpredictable changes in the market;
h) changes made to the terms of service of suppliers of software solutions and other systems and products or advertising services.
The change will be notified to the Customer at the Contractor's choice either by sending the relevant information and the full text of the change to the conditions in a suitable format (e.g. .pdf or .html) to the Customer's contact e-mail address, or by written notification. Such a change enters into force between the Contractor and the Customer upon expiry of the period set by the Contractor, which is usually one month, but at least 25 days from the date of notification of the change. If the Customer does not agree with the change, he is entitled to terminate the relevant contract within the period according to the previous sentence with a notice period of 30 days. In the event that the Customer exercises this right of termination, such early termination of the contract is not considered a breach of the contract by the Customer and the Customer's right to the agreed discounts is not terminated or limited (unless this right expires or is (could be) limited for other reasons) on the Customer's side). In the event that the Customer does not exercise his right to terminate the contract, he is deemed to have agreed to the change. However, the Contractor reserves the right to accept such a change to these conditions, which will not be associated with the Customer's right to terminate the contract, provided that the Customer will be bound by such a change only if he agrees to it. Changes made by third-party product suppliers are effective at the time specified by those product suppliers.
When introducing new products, the customer reserves the right to set different business conditions, technical conditions or price lists for them.
Changes to the instructions on the processing of personal data can be made at any time without restrictions. The customer will be informed of these changes in an appropriate manner.
7.6 The contracting parties hereby, in accordance with § 89a of the Code of Civil Procedure, or By Regulation (EU) 1215/2012, they agree on the jurisdiction of the Czech courts for all disputes between them arising from this contract, namely the local jurisdiction of the District Court for Prague 4 as a court of first instance. In the event that the court of first instance will be the regional court, the contracting parties agree on the local jurisdiction of the Municipal Court in Prague for all disputes between them.
7.7 The customer undertakes, at his own expense and risk, to properly and within the deadlines set by law fulfill the obligations relating to the concluded contract established for the relationship between the customer and the contractor by Act No. 340/2015 Coll. (hereinafter referred to as "ZRS"), if this law applies in the given case. In the event that this law allows certain parts of the contract or information to be excluded from publication, the Customer shall exclude such parts of the contract or information from publication.
In particular, the customer undertakes to properly and timely ensure the publication of this contract in the register of contracts according to the ZRS without unnecessary delay, no later than 15 days after its conclusion, and is obliged in particular to:
The Contractor has the right to ensure the publication of this contract himself, if the Customer does not publish the contract within 15 days from the date of its conclusion or if he has another reasonable reason for doing so.
The Contractor is authorized to demand compensation for damage or non-pecuniary damage caused by the breach of the Client's contractual obligation to publish this contract in a proper and timely manner.
The contracting parties have agreed that all provisions of this contract, especially this article, relating to its publication according to the ZRS are severable from the rest of the content of this contract, and that any ineffectiveness or invalidity of the contract due to its non-publication does not cause their ineffectiveness or invalidity. The contracting parties have agreed that in case of doubt as to whether the value of the object of the contract is higher than CZK 50,000, the contract will be published. The publication of this Agreement does not release the parties from the obligation of confidentiality regarding its contents.
If the contract between the Customer and the Contractor does not enter into force or if it becomes invalid as a result of its non-publication, the contracting parties undertake to cooperate with each other and to remedy this situation by means of a settlement agreement.
The contracting parties have agreed that the Contractor is entitled to withdraw from this contract if the deadline set for sending this contract to the registry administrator for publication expires in vain.
The customer undertakes to treat the content of this contract as his trade secret. The same applies to other laws regulating the publication of information, in particular Act No. 247/1995 Coll. and other election laws.
7.8. Should the Customer have any reasons that could establish legal liability or other liability of the Contractor for the Customer's tax obligations, the Customer is obliged to inform the Contractor of such facts in writing without delay.
7.9. Withdrawal from the contract between the Customer and the Contractor always has ex nunc effects. It is possible to withdraw from this contract for the reasons expressly stated in it or for legal reasons.
7.10 In the event that some provisions of the order, partial contract, framework contract or these Terms and Conditions prove to be invalid, ineffective or unenforceable, or some provisions are missing, the other provisions remain unaffected by this fact. The parties agree to replace such invalid, ineffective or unenforceable provision with another provision that best fulfills the same business purposes as the invalid, ineffective or unenforceable provision.
7.11 These Terms and Conditions are valid and effective from 1 January 2021.
Instructions on the processing of the Customer's personal data by the Contractor can be found here.
Previous version of the terms and conditions valid from 25/05/2018 can be found here.
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