TERMS AND CONDITIONS

Datixo.com, s.r.o.
with its registered office at Korunní 2569/108, Vinohrady, 101 00 Prague 10, Company ID: 214 14 319, registered in the Commercial Register kept by the Municipal Court in Prague under file number C 400973

The mutual rights and obligations of the Provider and the Customer arising from the Contract and/or other legal actions arising in connection with the provision and use of Services are governed by these Terms and Conditions.

1. DEFINITIONS

1.1 Unless otherwise stated in these Terms and Conditions, the defined words and phrases occurring in these Terms and Conditions shall have the following meanings:

“Authorized User” means any natural person acting on behalf and for the account of the Customer, who has been registered for access to the Services and the Customer's Account;
“Price” means the price of the Services that the Customer is obliged to pay to the Provider for the provision of the Services based on the Contract;
“Price List” means the price list of Services published in the Customer's Account and/or on the Web Interface;
“DATIXO” means software developed by the Provider (or on its behalf and/or for its benefit), for which the Provider holds the relevant rights, intended especially for processing Incoming data into Outgoing data;
“Data” means Incoming data and Outgoing data;
“Database” means the database that is part of the Web Interface;
“Intellectual Property” means any intellectual creations of the Provider (or created on its behalf and/or for its benefit), including but not limited to inventions, patents, utility models, industrial designs, trademarks, service marks, trade names, business names, domain names, copyrights, rights related to the Database and other databases, trade secrets, know-how, confidential information, and any other proprietary rights and forms of protection of a similar nature, whether registered or unregistered, recognized by Czech law and applicable international treaties;
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons regarding the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);
“License” means a non-exclusive, free license granted by the Provider to the Customer for the Customer's Account and DATIXO at the time of concluding the Contract, and for the duration of the Contract, for such use and to the extent necessary to achieve the purpose of the Contract (especially concerning the functionalities of individual Services), unless otherwise specified in these Terms and Conditions;
“Civil Code” means Act No. 89/2012 Coll., the Civil Code, as amended;
“Outgoing Data” means data and information resulting from the processing of Incoming data by the Provider as part of the Services, displayed in the Customer's Account or in any other form agreed upon between the Provider and the Customer;
“Force Majeure Circumstances” means circumstances arising independently of the will of the Provider and/or the Customer, not even partially caused or enabled by their breach of obligations arising from the Contract and/or applicable legal regulations, and not originating from their economic conditions, which prevent them from fulfilling their obligations under the Contract and/or applicable legal regulations, and which could not reasonably be expected to be prevented or overcome by the Provider and/or the Customer or foreseen at the time of concluding the Contract, particularly but not exclusively war events, political and social unrest (especially declared or undeclared war, blockade, civil war, revolution, uprising, insurrection, mobbing, looting, sabotage, use of mines, torpedoes, bombs, and similar destructive forces), state or similar power interventions, whether recognized or unrecognized (especially seizure, exclusion, and ban on activities not caused or initiated by the Provider and/or the Customer), hacker and cyber-attacks, and natural disasters (especially epidemics and related anti-epidemic measures, extensive floods, and fires);
“Payment Method” means the current, valid, and accepted payment method, which may be updated from time to time, and may include payments through the Customer's account with a third party (especially a bank account with a bank);
“Terms and Conditions” means these general terms and conditions, including all their attachments;
“Entrepreneur” means a natural or legal person who independently carries out gainful activity on their account and responsibility in a trade or similar manner with the intention of doing so systematically to achieve profit. An Entrepreneur is also considered to be any person who enters into a Contract in connection with their own business, manufacturing, or similar activity, or in connection with the independent performance of their profession, or a person acting on behalf of or for the account of the Entrepreneur. For the purposes of the Contract and these Terms and Conditions, an Entrepreneur also means anyone acting in accordance with the previous sentence in the course of their business activity;
“Provider” means the commercial company Datixo.com, s.r.o., with its registered office at Korunní 2569/108, Vinohrady, 101 00 Prague 10, Company ID: 214 14 319, registered in the Commercial Register kept by the Municipal Court in Prague under file number C 400973;
“Product Plan” means the specific plan of Services, which is more precisely specified (including functionalities, service provision periods, and other service conditions) in the Customer's Account and/or on the Web Interface; the Provider is entitled to change the Product Plan at any time;
“Login Credentials” means the unique combination of the Customer's login name in the form of an email address and the password chosen by the Customer, which the Customer saves to the Database during the establishment of the Customer's Account via the Web Interface and/or automatically generated for the Customer by the Web Interface;
“Incoming Data” means any data and information related to the Customer's marketing activities, sent to the Provider in connection with and for the purpose of providing the Services. Incoming Data may include data coming directly from the Customer as well as from analytics and marketing platforms such as Microsoft Ads, AdForm, Google Analytics, Meta, Google Ads, or others used by the Customer;
“Registration” means the activation of the Web Interface function that stores the data filled in the registration form by the Customer (especially identification data and Login Credentials) into the Database by activating the "Registration" button or a similarly named button (including translations into other languages) by the Customer;
“Services” means services provided by the Provider to the Customer based on the Contract in the field of analytics, monitoring marketing performance, and optimizing marketing activities. Services may include both digital services provided mainly through the Customer's Account and consulting, advisory services, and/or other activities. The Services also include the provision of a License;
“Contract” means the contract for the provision of Services concluded between the Provider and the Customer, the subject of which is the provision of Services by the Provider to the Customer and the obligation of the Customer to pay the Provider the Price specified in the Price List unless the Price is otherwise specified;
“Data Processing Agreement” means the data processing agreement under section 7.3 of these Terms and Conditions, the text of which is an appendix to these Terms and Conditions;
“Consent” means the Customer's expression of consent to these Terms and Conditions, the Product Plan, and the Price List through Registration and/or in the Customer's Account by activating the button (clicking) with the designation specified in section 4.1 of these Terms and Conditions in case of ordering Services by the Customer, whereby the Consent is expressed in the text "I agree with the Terms and Conditions, Product Plan, and Price List" or in wording with a similar meaning (including translations into other languages);
“Customer Account” means the non-public part of the Web Interface, which is accessible to the Customer after the Customer's Registration and after entering the Login Credentials, and further to Authorized Users in accordance with these Terms and Conditions;
“Web Interface” means the web interface www.datixo.com operated by the Provider;
“Customer” means a person who is an Entrepreneur, different from the Provider, who has concluded a Contract with the Provider;

1.2 For the interpretation of these Terms and Conditions, it applies that terms defined in these Terms and Conditions in the plural have the same meaning in the singular and vice versa.

2. INTRODUCTORY PROVISIONS

2.1 These Terms and Conditions define and regulate the mutual rights and obligations arising from the Contract and/or other legal actions arising in connection with the provision and use of Services by the Provider and the Customer.
2.2 The content of the Contract and its integral part are these Terms and Conditions, including their attachments, the Product Plan, and the Price List (all available at the Provider's registered office or in electronic form in the Customer's Account and/or on the Web Interface).
2.3 If the provisions of the Contract differ from the Terms and Conditions or are in conflict with them, the provisions of the Contract shall take precedence over the provisions of these Terms and Conditions.

3. REGISTRATION AND ESTABLISHMENT OF THE CUSTOMER ACCOUNT

3.1 A necessary prerequisite for providing the Services is the Customer's Registration carried out via the registration form available on the Web Interface. Registration is free of charge.
3.2 For Registration, it is necessary to fill in the required identification data, choose Login Credentials, and, if necessary, upload the required documentation.
3.3 By expressing Consent during Registration, the Customer confirms that they have read and are familiar with these Terms and Conditions, the Product Plan, and the Price List, and agrees to comply with their provisions and be bound by them.
3.4 By confirming the Registration sent by the Provider to the Customer's email address provided for Registration, the Customer Account is established.
3.5 Through the Customer Account, the Customer is allowed to grant access to the Customer Account to Authorized Users. For the registration of these Authorized Users, it is necessary to fill in their username, first name, last name, and email. The Customer is entitled to specify in the Customer Account the rights that a specific Authorized User will have. Authorized Users are invited to the Customer Account via a link sent to the emails provided by the Customer for the registration of Authorized Users. Authorized Users can then log in to the Customer Account using an email, username, or even supported single sign-on. The maximum number of registered Authorized Users per Customer Account is 5. By providing the data required for the registration of Authorized Users, the Customer declares that each of these Authorized Users is fully competent and has been informed about the processing of their personal data according to the Privacy Policy and the obligations arising from the Contract, especially from these Terms and Conditions.
3.6 The information provided for Registration and for the registration of Authorized Users must be truthful, accurate, and complete for the entire duration of the Customer Account's existence. In the event of changes in the Customer's and/or Authorized Users' data, it is necessary to make immediate updates in the Customer Account. The Customer acknowledges that any breach of their obligations stated in this paragraph of the Terms and Conditions is at the Customer's expense.

4. CONTRACT AND PROVISION OF SERVICES

4.1 The Service is provided to the Customer based on a concluded Contract. Displaying a button with the title “Order Service” or “Order” supplemented by the name of the specific Service or in wording with a similar meaning (including translations into other languages) in the Customer's Account for individual Services is a proposal for concluding a Contract for the provision of the specific Service by the Provider.
4.2 By the Customer clicking on the button with the title mentioned in section 4.1 of these Terms and Conditions, it is the unconditional acceptance of the proposal to conclude the Contract, the subject of which is the specific Service, by the Customer, and this action concludes the Contract.
4.3 The Contract is concluded for a definite period, for the duration of the Service (period), which is the subject of the concluded Contract, and the duration of the Service (period) is always specified before the conclusion of the Contract in the Product Plan. If the duration of the Service (period) for individual Services is not specified, the Contract is concluded for an indefinite period.
4.4 The Contract is automatically renewed for the same Service period as previously agreed upon after the expiration of the Service period, unless the Customer delivers written notice to the Provider no later than 1 month before the expiration of the Service period stating that they do not wish to renew the Contract. If the Customer delivers such notice to the Provider, the Contract is terminated at the expiration of the current Service period.
4.5 The Provider operates DATIXO on the Web Interface and its subdomains, in accordance with the Contract and the specification stated in the Product Plan.
4.6 The Customer is not authorized to allow third parties to use the Services and/or the Customer's Account unless otherwise specified in these Terms and Conditions.
4.7 After the conclusion of the Contract, the Service provision process begins with the implementation, which consists of connecting the Customer's platforms and other sources of Incoming data to the Customer Account, thereby enabling the processing of Incoming data for the purpose of providing Services. Implementation plans are generally specified in the Product Plan. The implementation is carried out by the Customer with the cooperation of the Provider and based on the Provider's instructions. During the implementation, the Provider may require access to sources for Incoming data, including systems of the Customer for automatic data retrieval, including automatic connections to the Customer's accounts on analytics and marketing platforms. The Customer acknowledges that the Services may be temporarily suspended if access is not provided or if automatic connections do not work. If such a situation occurs (access is not provided or automatic connections do not work), the Provider is not responsible for any defective provision of the Service, with which the Customer agrees and in this extent waives their rights to defective performance. The Customer is solely responsible for the content of Incoming data.
4.8 Since the quality of Outgoing data depends on the quality and condition of Incoming data, the Provider reserves the right to automatically detect and correct some recurring errors in the received Incoming data during the provision of Services and to adjust their form during implementation periods to enable processing within the Service.
4.9 The Customer is obliged to provide the Provider with any reasonably required cooperation in connection with the provision of Services.
4.10 The Customer agrees that the Data may be used to improve the Services, particularly in connection with DATIXO. Data may also be used for industry benchmarks or overall statistics. The Provider may publish and transfer such industry benchmarks or overall statistics only if it can in no way lead to the identification of the Customer or the Customer's users, and at the same time, such publication or transfer is in compliance with applicable legal regulations.
4.11 The Customer may use the Outgoing data in any way, including providing it to third parties. However, the Provider is not responsible for any unauthorized access, leaks, or any other illegal use of Outgoing data if the Outgoing data is exported to a destination outside the Customer Account. The Provider is also not responsible for any decisions made by the Customer and/or third parties resulting from or in connection with Outgoing data.
4.12 The Provider is not responsible for any errors, inaccuracies, and/or imperfections in the Data if these deficiencies are caused by a defect or other deficiency in the Incoming data, lack of cooperation by the Customer, and/or for any of their modifications based on the Customer's instructions.
4.13 The Provider maintains appropriate technical and organizational measures for storing, protecting, archiving, and backing up the Data. The Provider is entitled to implement, modify, and cancel these measures at will, as well as procedures related to storing and protecting Data in connection with the development of best practices.
4.14 In the event of any damage or loss of Data, the Provider will make commercially reasonable efforts to restore the Data from the current backup. If the Customer sends a written request to the Provider no later than the day of termination of the Contract, the Provider will provide the Customer with the most recent backup of the Data; the reasonable costs incurred by the Provider in connection with this action must be reimbursed by the Customer to the Provider.
4.15 To access the Customer Account, the Customer is obliged to install and maintain the necessary software and hardware at their own expense and responsibility, as well as to ensure an internet connection.
4.16 The Customer acknowledges that the Data is stored on servers located in the EU. These servers are accessible only using RSA keys of trusted Provider employees or using the Provider's central key securely stored in a digital vault. Data is stored and backed up on the servers only for the necessary duration, and in the event of Contract termination for any reason, the Data, including server backups, will be automatically deleted in accordance with section 6.19 of these Terms and Conditions.
4.17 User passwords are hashed using the Bcrypt function.
4.18 If the Data is subject to the Customer's intellectual property rights, the Customer grants the Provider a non-exclusive, free license to the Data, which is unlimited in territory, for the duration of the intellectual property rights to the Data and for all methods of use contemplated by the Contract. The Provider accepts this license. The Customer agrees to the use and possible modification of the Data by the Provider to provide the Services. If the Provider modifies DATIXO, the Customer's Account, and/or the Web Interface based on the Data or other intellectual property of the Customer, the Provider may freely and unlimitedly use it without any rights or claims arising from the Customer. If applicable legal regulations require a license for such an action, the Customer grants the Provider a non-exclusive, free license, unlimited in territory, for the duration of intellectual property rights and for all methods of use related to the incorporation of the Data or other intellectual property of the Customer into DATIXO, the Customer's Account, and/or the Web Interface and their further commercial use. The Provider accepts this license.
4.19 The Provider grants the Customer a License, and the Customer accepts the License. The Customer is not authorized to grant a sublicense for the License; a sublicense is considered to be, for example, the disclosure of Login Credentials to third parties, except for Authorized Users or persons authorized to act on behalf of the Customer. The Customer is not authorized to transfer the License, either in part or in full, to a third party without the prior written consent of the Provider.
4.20 The Customer has no right to receive any source codes, nor to view, modify, or interfere with them in any way.
4.21 In the event of a non-material breach of the Contract, the Customer is entitled to demand, unless otherwise specified in these Terms and Conditions, only the rectification of the defect by the Provider. If it turns out that the defect cannot be rectified, or the Provider informs the Customer that the defect will not be rectified, the Customer has the right to a proportional discount on the Price. The Customer is obliged to inform the Provider immediately of any defect.
4.22 The Provider is entitled to terminate the Contract at any time without giving any reason with a notice period of 1 month.
4.23 The Provider may terminate the Contract without giving any reason without any notice period in the cases specified in section 6.15 of these Terms and Conditions.
4.24 The provisions of the Contract, which are intended to survive even after the termination of the Contract, such as the obligation of confidentiality and marketing cooperation, remain in full force and effect even after the termination of the Contract.

5. PRICE OF SERVICES AND PAYMENT TERMS

5.1 The Price is always determined before the conclusion of the respective Contract in the Price List. The Customer acknowledges that if the Price List for individual Services specifies the possibility of providing the Service free of charge for a certain period, then after the expiration of this period, the Service automatically becomes chargeable, and the Price is governed by the valid Price List at the time of activation of the free provision of the Service.
5.2 The Customer is entitled to pay the Prices using the Payment Methods specified for individual Services in the Customer's Account, and if nothing is specified there, then i) by bank transfer to the account specified by the Provider, ii) online using a payment card through a payment gateway, iii) or by any other method that the Provider allows the Customer within the Customer's Account.
5.3 The Customer acknowledges that the Provider is a VAT payer, and therefore VAT will be added to the Prices of Services that are subject to VAT at the statutory rate. The Customer acknowledges that the Prices of individual Services listed in the Price List are exclusive of VAT unless otherwise stated.
5.4 The Provider and the Customer agree that if the statutory VAT rate applicable to the subject of the Contract changes during the term of the Contract, the Provider is obliged to charge the applicable VAT rate from the effective date of the change in the statutory VAT rate.
5.5 Based on the concluded Contract, the Provider will issue an invoice (tax document) which will be sent to the Customer's email provided in the Database and will also be published in the Customer's Account. If the Provider does not require payment of the Service Price in advance for individual Services, the Customer is obliged to pay the Price within the due date specified in the issued invoice (tax document).
5.6 All financial payments made by the Customer to the Provider (especially for the purpose of paying the Price of the Services) are considered paid upon the full corresponding amount being credited to the respective bank account designated by the Provider.
5.7 The Provider has the right to fulfill the Contract only when the full Price has been paid.
5.8 If the Customer does not pay the Price in full and on time, the Customer acknowledges that this constitutes a material breach of the Contract.
5.9 The Provider is entitled to change the Price List unilaterally at any time. However, a change in Prices in the Price List does not affect the existing agreed, already paid Price.
5.10 The Price of Services that have the character of ongoing or recurring performance will be charged by the Provider in the form of a subscription to the Payment Method specified in the Customer's Account (especially to the payment card or account), on the specific payment date. The length of the Customer's billing period will depend on the type of subscription (the period of Service provision specified in the Product Plan) chosen by the Customer when ordering the Service. In some cases, the payment date may change, for example, if the Payment Method is unable to cover the costs or if the Customer changes the type of subscription. If the Service payment is not successfully settled due to expiration, insufficient balance, or for any other reason, the Provider may suspend the Customer's access to the Service until the Provider successfully uses the valid Payment Method (e.g., valid payment card) of the Customer. The Customer may update their Payment Methods in the Customer's Account. The Customer hereby gives the Provider permission that even after such an update, the Provider may continue to charge the relevant Payment Method. If the Customer does not take legal action to terminate the Contract before the billing date, the Customer gives the Provider authorization to charge the Price of the Service according to its currently set amount for the next billing cycle (see automatic Contract renewal) to the Customer's Payment Method.
5.11 The Provider is entitled to charge the Customer for direct costs incurred in providing the Services, such as third-party cloud services and Data storage needed to fulfill obligations arising from the Contract. The Customer will always be notified in advance of these costs, including at least an estimate of their amount.
5.12 If the Customer changes (upgrades) the existing Service to a Service with a higher Price during the Service provision period, the Price for the new (upgraded) Service will be immediately applicable.
5.13 In the event of the Customer's delay in paying the Price of the Services or any part thereof, the Provider is entitled to a contractual penalty of 0.1% of the outstanding amount for each day of delay.

6. RIGHTS AND OBLIGATIONS RELATED TO THE CUSTOMER ACCOUNT

6.1 Through the Customer Account, a Contract can be concluded, the Customer Account can be managed, including changes related to Authorized Users, and access to Services can be provided. Any additional features of the Customer Account are listed in the Customer's Account and/or on the Web Interface.
6.2 The Customer hereby confirms that they have familiarized themselves with the current functionalities of the Customer Account and the Web Interface, that these are understandable and user-friendly, and that they understand the meaning of all their functions.
The Customer is obliged to ensure that no third party knows their Login Credentials and that they remain confidential for the entire duration of the Customer Account's existence; the same applies to the access credentials of Authorized Users. The Customer must immediately inform the Provider of any unauthorized access to the Customer Account, of which the Customer becomes aware or suspects. Based on such information, the Provider will immediately disable access to the Customer Account and, based on the Customer's request, issue new security features necessary for access to the Customer Account.
6.4 The Customer may change their password at any time after logging into the Customer Account.
6.5 The Customer must not create more than one Customer Account.
6.6 The Customer Account exists until it is canceled.
6.7 The Customer undertakes to use the Customer Account and/or the Web Interface only in a way that does not threaten the software and/or hardware technical means of the Provider and/or used by the Provider. Machine usage, i.e., the use of so-called software robots, penetration testing, and/or vulnerability analysis, is especially prohibited. The Customer undertakes to refrain from bypassing software and/or hardware technical, especially protective means of the Customer Account and/or the Web Interface.
6.8 The Customer must not infringe in any way the Intellectual Property associated with DATIXO, the Customer Account, and/or the Web Interface. Unless otherwise agreed between the Provider and the Customer, the authorized use of Intellectual Property rights may only occur to the extent and in the manner specified in these Terms and Conditions.
6.9 The Customer undertakes to refrain from using the Customer Account and/or the Web Interface in bad faith and/or intentionally damaging the Customer Account and/or the Web Interface.
6.10 The Provider has the right to modify, update, change, interrupt, and/or terminate the Customer Account and/or the Web Interface or parts thereof. If such modifications and/or updates require additional software or hardware equipment on the Customer's side, the Provider will inform the Customer in sufficient advance. If these are regular outages due to maintenance or updates, the Provider will inform the Customer in sufficient advance; such outages are not counted towards the unavailability limit stated in section 6.11 of these Terms and Conditions.
6.11 If the Customer Account is unavailable i) continuously for more than 2 working days or ii) for more than 72 hours in a period of 1 calendar month (both options apply), and this unavailability was caused solely by the Provider, the Customer is entitled to a proportional discount on the Price if such a claim is made in writing to the Provider no later than the end of the calendar month following the calendar month in which such unavailability occurred.
6.12 The Customer undertakes to act in a way that does not cause any damage to themselves by using the Customer Account and/or the Web Interface, especially the Customer is obliged to prevent damage.
6.13 The Customer undertakes not to upload, send, or otherwise store any content (including Incoming data) in the Customer Account that may contain software viruses or other files and programs that could destroy, damage, or limit the functionality of the Provider's or other clients' devices. Furthermore, the Customer is not authorized to upload to the Customer Account any content (including Incoming data) whose possession or distribution is illegal, content that unlawfully infringes the intellectual property rights of a third party or is part of criminal activity, send unsolicited mail via the Customer Account, or attempt to access another client's Customer Account or the Provider's servers.
6.14 The Customer may cancel their Customer Account themselves through the Customer Account if this option is enabled in the Customer Account, or it may be canceled by the Provider upon the Customer's request. If the Customer cancels their Customer Account, the Customer will, among other things, lose access to the Services. This action may be irreversible.
6.15 The Provider may, in the cases mentioned below, at any time and without prior notice, immediately suspend the Customer Account and/or the provision of Services, in whole or in part. The reasons for such suspension, as well as for the termination of the Contract under section 4.23 of these Terms and Conditions, may be: i) breach of the Contract, applicable legal regulations, and/or good morals by the Customer, ii) a request or order from law enforcement authorities, a judicial authority, or other state authorities, iii) situations where the provision of Services to the Customer is illegal or may become illegal. The Provider may suspend the Customer Account and/or the provision of Services at its discretion and will not be liable to the Customer or third parties for any damages that may arise or result from such suspension of the Customer Account and/or the provision of Services.
6.16 The Prices and other financial payments made by the Customer before the cancellation of the Customer Account under section 6.14 of these Terms and Conditions or before the Provider's termination under section 4.23 in connection with section 6.15 of these Terms and Conditions are non-refundable (the Customer is not entitled to a refund), which also applies to all prepaid Services for the billing period (the Service provision period under the Contract) during which the Customer Account is canceled or the Contract is terminated due to the termination specified above, i.e., that the Provider does not refund the subscription for the prepaid Services for the unspent billing period (unspent Service provision period under the Contract).
6.17 In case of cancellation of the Customer Account by the Provider under section 6.10 of these Terms and Conditions and/or termination of the Contract due to termination of the Contract under section 4.22 of these Terms and Conditions, the Provider will refund the Customer a proportional part of the subscription for the prepaid Services for the unspent billing periods (unspent Service provision period under the Contract). The Provider may cancel the Customer Account at its discretion and will not be liable to the Customer or third parties for any damages that may arise or result from such cancellation of the Customer Account.
6.18 The cancellation of the Customer Account and/or any termination of the Contract does not relieve the Customer of the obligation to pay all the Provider's claims against the Customer arising mainly in connection with the provision of Services.
6.19 After the termination of the Contract for any reason, the Provider is i) entitled to immediately cancel the Customer Account, ii) obliged to delete all Incoming data associated with the Customer Account and disconnect all channels used for the flow of Incoming data no later than 1 month after the termination of the Contract and/or the cancellation of the Customer Account, whichever occurs later.

7. PERSONAL DATA PROTECTION

7.1 The Provider assumes a dual role under GDPR, namely as a controller (in relation to personal data of the Customer, i.e., Authorized Users and other persons) and as a processor (in relation to Data stored by the Customer).
7.2 The Provider, as the controller, informs the Customer that their personal data and the personal data of Authorized Users and other persons are processed in accordance with the Privacy Policy provided on the Web Interface.
7.3 The Provider may process personal data on behalf of the Customer in connection with the provision of Services. For this reason, a Data Processing Agreement is an integral part of the Contract and an appendix to these Terms and Conditions, concluded between the Provider and the Customer under Article 28 et seq. of GDPR.
7.4 The Provider and the Customer have an interest in fulfilling all obligations arising from applicable legal regulations in connection with the processing of personal data, especially from GDPR, and commit to providing the necessary cooperation.

8. LIABILITY FOR DAMAGES

8.1 The Provider is not liable for any damage caused:
1. as a result of any use of the Customer Account and/or Web Interface by the Customer, Authorized Users, and/or third parties;
2. due to circumstances mentioned in other provisions of these Terms and Conditions;
3. by Force Majeure Circumstances.
8.2 The Customer assumes full responsibility for the actions taken by them and Authorized Users in the provision of Services, the Customer Account, and/or the Web Interface.
8.3 The Customer hereby expressly waives the right to compensation for damages caused unintentionally by the Provider to the Customer as a result of any breach of obligation stated in the Contract and/or due to the use of the Customer Account and/or Web Interface.
8.4 The Provider is not liable for any payments, transactions, or transfers made by the Customer, i.e., for the payment of the Price in particular.
8.5 The Customer agrees and understands that the Provider does not provide any warranty, i) that the Services will meet the Customer's requirements, ii) that the use of the Services will be timely, uninterrupted, secure, or error-free, iii) that any information obtained as a result of using the Services will be accurate and reliable, and iv) for the merchantability of the results of the Services and the suitability of use for a particular purpose.
8.6 The Provider does not represent or warrant that no loss, damage, attack, virus infection, disruption, hacker attack, or other security breaches will occur in connection with the Services, and disclaims any liability concerning the mentioned events.
8.7 If, despite the above, the Provider is liable to the Customer for damages for any reason, its liability is limited to a total amount of CZK 50,000, with which the Customer agrees.
8.8 The Provider and the Customer exclude the application of section 2952 of the Civil Code. The Provider is not liable for indirect damages resulting from the provision of Services, i.e., lost profit, loss of revenue, loss of data, financial or indirect, special, or consequential damages.

9. COMMUNICATION AND DELIVERY

9.1 Unless otherwise stated in these Terms and Conditions, the Provider and the Customer may use personal meetings, telephone, mail, personal delivery, electronic mail (email addresses associated with the Customer Account), the Customer Account (especially implemented tools), and other electronic communication options for mutual communication.
9.2 The Customer acknowledges that in the case of electronic communication via telephone or email, there may be loss, destruction, incomplete or delayed delivery, unauthorized acquisition, use, or misuse of transmitted data. The Provider, therefore, assumes no responsibility for the misuse of information sent through these means.
9.3 The Provider may request the Customer to confirm their communication that was not made in writing (including electronically) in the form of a written notification addressed to the Provider within 3 working days. If the Customer does not send such confirmation, the Provider may, but is not obliged to, act in accordance with the concerned communication.
9.4 The Provider is entitled to send information regarding the Customer Account and/or the Contract (e.g., payment authorizations, invoices, password or Payment Method changes, confirmation emails, notifications of changes to the Terms and Conditions and Price List) electronically only, for example, via emails sent to the Customer's email address registered in the Database or through the Customer Account.

10. CONFIDENTIALITY

10.1 The Provider and the Customer undertake to maintain confidentiality regarding matters that are especially i) subject to the business secret of the other party, ii) subject to all commercial and technical information of the Provider related to the provision of Services, methods, processes, and know-how associated with the Services, and any software used in connection with the Services, whether in source or executable code, documentation, non-public financial information, prices other than Prices published on the Web Interface, business plans, techniques and results of any performance tests of the Services, and iii) subject to the Contract. The confidentiality obligation does not apply to matters i) that they are obliged to inform the relevant authorities, or other persons based on an obligation imposed by law, ii) that have the nature of publicly accessible information. The confidentiality obligation remains in force even after the termination of the Contract and/or cancellation of the Customer Account.

11. CHANGES TO THE TERMS AND CONDITIONS

11.1 The Customer acknowledges that the Provider enters into the Contract in the ordinary course of business with a larger number of persons, and the Contract is, by its content and nature, binding long-term for repeated performances of the same kind with reference to these Terms and Conditions.
11.2 The Provider and the Customer make it indisputable that from the nature of the Provider's obligations under the Contract, a reasonable need for a later change to these Terms and Conditions arises and already existed before the conclusion of the Contract.
11.3 The Provider and the Customer hereby agree that the Provider may change these Terms and Conditions to any extent and simultaneously agree that the change in the Terms and Conditions will be communicated to the Customer no later than 15 days before the changes to the Terms and Conditions take effect.
11.4 The Provider will make the new wording of the Terms and Conditions available at its registered office and through the Customer Account and/or the Web Interface. On the effective date of the new wording of the Terms and Conditions, the previous wording of the Terms and Conditions will cease to be effective.
11.5 Information on proposed changes to the Terms and Conditions will also include the date on which the changes to the Terms and Conditions will take effect. If the Customer does not expressly express disagreement with the proposed changes to the Terms and Conditions in writing no later than the last working day before the proposed effective date, it will be deemed that they have accepted the proposed changes to the Terms and Conditions with effect from the effective date proposed by the Provider.
11.6 If the Customer expresses written disagreement with the proposed changes to the Terms and Conditions before the new wording takes effect, the Contract will be maintained with the written consent of the Provider under unchanged conditions for the current duration of the Service provision period (period) and will be terminated at the end of this Service provision period (period); section 4.4 of these Terms and Conditions does not apply. Otherwise, the written rejection of the change in the Terms and Conditions is considered a termination of the Contract. The termination is effective on the day before the effective date of the change in the Terms and Conditions. The Provider and the Customer hereby jointly declare that this period is sufficient to obtain similar performances from another entity.
11.7 The provisions of this article of the Terms and Conditions do not affect the rights and obligations arising during the effectiveness of the previous wording of the Terms and Conditions.

12. GOVERNING LAW AND DISPUTE RESOLUTION

12.1 The Contract and any relationships arising from it are governed exclusively by Czech law, excluding its conflict of laws rules, especially the Civil Code.
12.2 Any disputes arising based on the Contract and/or in connection with it will be resolved by the materially and locally competent courts of the Czech Republic.

13. SEVERABILITY

13.1 If any provision or other mutual contractual arrangements between the Provider and the Customer becomes invalid, ineffective, or unenforceable, the validity, effectiveness, or enforceability of the other provisions will not be affected to the maximum extent permitted by applicable legal regulations.
13.2 The Provider and the Customer agree that in such a case, they will replace the invalid, ineffective, or unenforceable provision with a valid, effective, and enforceable provision that achieves the same result (to the maximum extent permitted by applicable legal regulations) as would have been achieved by the provision that is to be replaced.

14. LANGUAGE VERSION

14.1 The Contract is concluded, and these Terms and Conditions are drawn up in the Czech language. If the Contract and/or the Terms and Conditions are drawn up in another language version other than Czech, the Czech version is decisive.

15. FINAL PROVISIONS

15.1 The Provider is entitled to assign or transfer the rights and obligations from the Contract and/or the Contract as a whole to a third party, to which the Customer expresses their consent. The Customer is not entitled to assign or encumber their claims against the Provider arising from the Contract and/or the Contract as a whole to a third party without the prior written consent of the Provider.
15.2 The Customer is not entitled to unilaterally set off any of their claims and demands against the Provider against the Provider's claims and demands against the Customer.
15.3 The Customer bears all costs (especially the costs of remote communication means) incurred in concluding and fulfilling the Contract.
15.4 The Provider is entitled to state that they provide or provided Services to the Customer for their presentation as a reference (especially, but not exclusively on the Web Interface, presentations, and marketing materials of the Provider) for the duration of the existence of the Customer Account and for a period of 10 years from the date of cancellation of the Customer Account.
15.5 The Provider and the Customer exclude the application of section 557 of the Civil Code.
15.6 The Customer assumes the risk of a change in circumstances within the meaning of section 1765, paragraph 2 of the Civil Code. Appendix 1 of these Terms and Conditions is the Data Processing Agreement.
15.7 The Customer confirms that they have duly and thoroughly read these Terms and Conditions, including all their attachments, that they are clear, unambiguous, and understandable to them, and that they are entering into the Contract of their own serious and free will.
15.8 These Terms and Conditions come into force and effect on 1 August 2024.