+420 296 238 007Contact us
EN
EN CS

General Terms and Conditions

1. INTRODUCTORY PROVISIONS

1.1 SafeDX s.r.o., ID No.: 04585119, with registered office at Prague 9 - Vysočany, K Žižkovu 813/2, Postal Code 190 90, registered in the Commercial Register kept at the Municipal Court in Prague under the Commercial Register No. C 249253, issues these Terms and Conditions for the provision of IT services (hereinafter referred to as the "Terms and Conditions").

1.2 The Terms set out the rights and obligations of the Parties and other general terms and conditions to which each individual contractual relationship between the Provider and the Customer relating to the provision of the Services (as such terms are defined below) shall be subject.

1.3 The Terms are an integral part of any Contract (as that term is defined below) which the Provider enters into with the Customer and under which the Services will be provided to the Customer. By signing the Contract, the Customer expresses its express and unconditional acceptance of these Terms and Conditions and its obligation to comply with all obligations imposed by these Terms and Conditions.

2. DEFINITIONS

The following terms, when used in these Terms and/or the Agreement and capitalized, have the following meanings:

Copyright Law
means Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts, as amended;

Security incident
means a non-standard security event that has caused a breach of confidentiality, integrity, availability or non-repudiation of the Provider's or Provider's Customers' data or Equipment due to a failure or breach of security measures.
A security incident is considered to be a DoS attack, hacker attack, etc.;

Price for Services
means the remuneration for the provision of the Services as set out in the Contract; the Price for the Services is the sum of the prices for the individual Services provided by the Provider in a given billing period;

CMDB and CMS
means the Provider's "Configuration Database" and the Provider's "Central Monitoring System" as set out in Article 7.1 of the Conditions;

Start date  
means the date of commencement of the provision of the Services or the given Services by the Provider to the Customer;
The date of commencement of the provision of the Services, or any particular Service, will always be specified in the Contract, or in the Annex to the Contract (Specification of Services and Price for Services);

Confidential information
has the meaning set out in Article 12.1 of the Conditions;

Fix Time
has the meaning set out in Article 7.2(c) of the Conditions;

Minimum period of use
means the minimum period of time for which the Customer undertakes not to terminate the Contract or the Service;
The minimum period of use will always be specified in the Contract or in the Annex to the Contract (Specification of Services and Price for Services);

Unacceptable conduct
means conduct that threatens, restricts or attacks the Provider's or third parties' systems or Services, including any attempt to do so, as well as conduct that harasses third parties or infringes their rights. Restrictions made by the Provider in accordance with the Contract (maintenance window, etc.) are not considered to be Unacceptable Conduct.
In particular, the distribution of illegal content, the distribution of junk mail (SPAM), the distribution of malicious software (viruses, worms, etc.), DoS attacks or identity spoofing (spoofing IP addresses) are considered unacceptable actions. Actions in violation of the Regulations are also unacceptable;

Civil Code   
means Act No. 89/2012 Coll., the Civil Code, as amended;

Customer
means a person who has entered into a Contract with the Provider and to whom the Provider provides Services under the Contract;

Personal data 
has the meaning set out in Article 13.1 of the Conditions;

Pick-up Time
has the meaning set out in Article 7.2(a) of the Conditions;

Terms and Conditions
means these Terms and Conditions for the provision of Services issued by the Provider;

Support
means maintenance, support and repair of the Equipment provided to the Customer for temporary use within the scope of the Services provided;

Provider
means SafeDX s.r.o., ID No.: 04585119, with its registered office at Prague 9 - Vysočany, K Žižkov 813/2, Postal Code 190 00, registered in the Commercial Register kept by the Municipal Court in Prague under No. C 249253;

Means of communication  
means any means of communication customary in the course of business, including but not limited to electronic mail, telephone, fax, letter or word of mouth;

Binding Conditions of Conduct in DC
means the binding conditions of the Customer's behaviour in the Provider's data centre, which set out the conditions of operation and maintenance of the Provider's systems and organisational measures to ensure safe and reliable operation of the equipment located in the Provider's data centre, as well as other operational obligations of the Customer and other persons entering the Provider's data centre premises and the consequences of their violation.
The Binding Conditions of Conduct in the DC form an annex to the Contract in the event that the Customer enters the Provider's data centre premises as part of the Services provided;

Regulations
means applicable legislation and other generally binding legal norms;

Response Time
has the meaning set out in Article 7.2(b) of the Conditions;

SLA 
(Service Level Agreement) means the level of the Services provided and specifies the Provider's guarantees, as well as the conditions and cases under which the Provider is obliged to respond to circumstances that threaten the fulfilment of the obligations arising from the Contract; the SLA is contained in the Annex to the Contract (Description of Services) and is an integral part thereof;

Contract
means the "Contract for the provision of Services" concluded between the Provider and the Customer, on the basis of which the Provider provides the Customer with the Services specified in the Contract; the Contract also refers to any annexes to the Contract which form an integral part thereof;

Services  
means the specific services provided by the Provider to the Customer as set out in the Contract in each case, where Service means any of them;

Higher Power
means the circumstances described in Section 2913(2) of the Civil Code or any other unavoidable event temporarily or permanently preventing the performance of the obligations set forth in the Contract, if it occurred independently of the will of the Party affected by the Force Majeure and if the circumstance or its consequences could not have been averted by the Party even with the exercise of all efforts reasonably required in the given situation.
In particular, cases of national or local emergencies, fires, floods, extreme adverse weather, wars and natural disasters of significant magnitude having direct consequences for the performance of the Contracting Party shall be considered as Force Majeure;

Facilities
means the equipment, hardware and/or cabling, including all parts and components, including, where applicable, the relevant software, which is made available to the Customer for temporary use in the provision of the Services.
The specification of the Equipment (if applicable) will always be set out in the Contract.

3. CONTRACTUAL SECURITY

3.1 The Provider shall provide the Services, or any of them, to the Customer on the basis of a Contract concluded pursuant to and in accordance with these Terms and Conditions, which shall specify the Services to be provided, including the service parameters - SLAs and, if necessary, the specifics or differences set out for the particular Services provided. If the Contract contains provisions different from the provisions of these Terms and Conditions, the provisions of the Contract shall prevail.

3.2 In the event of a conflict between the provisions of individual documents, the following documents shall prevail in that order:
(a) Specification of the Services and the Price for the Services;
(b) Contract;
(c) Conditions;
(d) Description of Services.

4. PRICE FOR SERVICES AND PAYMENT TERMS

4.1 The Customer is obliged to pay the prices for the provided Services according to the Agreement - Price for Services, based on the delivered invoices.

4.2 The Price for the Services is agreed exclusive of VAT, for invoicing purposes VAT will be added to the Price for the Services at the current statutory rate. The Price for the Services shall be invoiced in Czech crowns.

4.3 Unless otherwise agreed between the Parties, the Client shall pay the Price for the Services to the Provider monthly in arrears, based on an invoice issued by the Provider. The date of taxable performance shall be the last calendar day of the relevant calendar month for which the invoice is issued.

4.4 Unless expressly agreed otherwise, the invoice is due 15 days from the date of issue; payment means crediting the invoiced amount to the Provider's account.

4.5 The invoice must contain all the requirements of a valid tax document according to the relevant legislation. The Customer shall be entitled to return the invoice to the Provider within the due date if it does not contain any of the above-mentioned particulars or contains incorrect data; the new due date shall commence on the day on which the corrected or completed invoice is delivered to the Customer; if the invoice is not returned within the above-mentioned period, it shall be deemed approved and the Customer shall be obliged to pay it within the due date.

4.6 In the event of the Client's delay in payment of the invoice or part thereof, the Provider is entitled to demand the Client to pay a contractual penalty of 0.1 % for each day of delay. Delay in payment of an invoice or part thereof lasting more than 30 days shall be considered a material breach of the Contract if the Customer has been informed by the Provider of the delay and has not paid the amounts even within an additional period of at least 5 working days.

4.7 The Provider is entitled to suspend the provision of the Services in cases where the Customer is in default in payment of the Price for the Services or in payment of other amounts for more than 30 days, provided that:
(a) has been informed by the Provider of the delay and has not paid the amounts even within an additional period of at least 5 working days; and
(b) has been informed by the Provider that in the event of non-payment of the aforementioned amounts within an additional period of time specified for this purpose, the Provider will suspend the provision of the Services.
Suspension of the provision of Services shall also mean denial of access to the Customer to the Provider's data centre premises where the Service is provided. The Customer is aware of the fact that the measures mentioned above do not affect the Provider's right to compensation for damages incurred in this connection or the right to withdraw from the Agreement.

4.8 Where the Contract provides that the Price for the Services includes a price for energy ("Energy Price"), the Energy Price is determined on the basis of the energy prices (in particular electricity) at which such energy was purchased. In the event of a change in the purchase price of energy, the Provider shall be entitled to adjust the Energy Price in accordance with the percentage change in price, no later than 60 days after such change, and shall notify the Customer of such change in the manner set out in Article 15.3 of these Conditions.
Inflation clause

4.9 The Provider is entitled to increase the Price for Services (except for the Price for Energy) once per calendar year by the increase in the average annual consumer price index (hereinafter referred to as the "inflation rate") announced by the Czech Statistical Office for the previous calendar year.

4.10 The Provider is entitled to increase the Price for the Services according to the previous paragraph only if the inflation rate exceeds 2 % (in words: two percent). For the avoidance of doubt, it is agreed that in the event of a negative inflation rate, the Price for the Services shall not be reduced.

4.11 An increase in the Price for the Services pursuant to the preceding Articles 4.9 and 4.10 shall be effective from the time of delivery of the Provider's written notice of such increase to the Customer. The notice shall include the rate of inflation, the increased Price for the Services and details of the calculation of the increase.

5. RIGHTS AND OBLIGATIONS OF THE PARTIES

5.1 The Parties hereby agree that all data of the Customer that will be processed, used, transmitted, stored or kept by the Provider within the scope of the provision of the Services shall remain the property of the Customer.

5.2 The Customer shall only use products, materials, services, data, information and equipment that comply with the Regulations and shall at all times comply with the Regulations; a breach of this provision shall be deemed a material breach of the Contract.

5.3 The Customer shall inform the Provider without undue delay of all facts and circumstances that have or may have an impact on the provision of the Services and of any changes to these facts.

5.4 In the event of the Customer's instruction to the Provider regarding the deletion of the Customer's data/service/configurations, the Parties agree on the following procedure:
The Provider shall make the Customer's data/services/configurations unavailable for 7 calendar days without undue delay after the instruction to delete, no later than the end of the next working day. The deletion of the data/service/configuration will then take place only after the expiry of the above period.

5.5 The Customer is obliged to follow the relevant instructions given by the Provider and to act in such a way that neither the Provider nor third parties are harmed by the Customer's actions, especially in terms of interference with intellectual property rights.

5.6 Rights and Obligations of the Parties in case of temporary use of the Equipment:
(a) The Provider is obliged to ensure the provision of Support for the entire duration of the Contract in case of temporary use of the Equipment. The Provider declares that the Facilities are in a condition fit for their use for the agreed purpose;
(b) The Customer is obliged to use the Facilities as a good steward, in accordance with their nature, purpose and agreed purpose. In this context, the Customer undertakes to comply with all instructions of the manufacturer and the Provider and subcontractors. The Customer shall be liable for any damage to the Equipment;
(c) The Customer undertakes to take all measures to prevent damage to, loss, destruction or theft of the Equipment and to use its best endeavours to prevent and minimise damage to the Equipment. The Customer shall promptly notify the Provider of the loss, destruction or damage to or theft of the Equipment or any part thereof, and shall provide the necessary assistance for the Provider's claims arising from such facts;
(d) The Customer is not entitled, without the prior written consent of the Provider, to transfer the Equipment to another for use or to make any changes to the Equipment, unless the Parties agree otherwise in writing in advance.

6. SERVICE PROVISION - MAINTENANCE WINDOW

6.1 Maintenance Window is the period of time during which the Customer's environment will be placed in a controlled manner in an out-of-service state.
There are 2 types of Maintenance Windows defined:
(a) a planned outage; and
(b) acute outage.
Neither planned nor acute downtime counts towards the total operating time, regardless of the actual state of availability of the environment.
6.2 Planned outage
A planned outage may be carried out as follows, subject to the following conditions:
(a) during operating hours:
the planned shutdown during operating hours must be notified in advance in writing by the Provider to the Customer at least 7 calendar days before the planned shutdown of the environment and the exact date of the shutdown or other conditions for the controlled shutdown of the Customer's environment must be agreed with the Customer.
If the Provider needs to carry out a planned downtime, i.e. planned activities that mean the unavailability of the delivered solution or Service for the Customer during operational hours, and the reason is not the implementation of the Customer's change request, the Provider undertakes to proceed in this way:

  • The Provider shall inform the Customer of the intention to implement the planned shutdown during the operating hours no later than 7 calendar days before the planned shutdown;
  • The Customer is entitled to reject the date of the planned outage during the operating hours proposed by the Provider for serious operational reasons on the Customer's side (always with justification) and to propose another date for the planned outage during the operating hours. The Customer is entitled to do the above only if it is not an acute outage, i.e. application of a security patch or implementation of a change related to higher system security or if it is not prevented by other serious operational reasons on the Provider's side;
  • the length of one planned outage during operating hours must not exceed a predetermined time.

(b) out of hours of operation:
for planned shutdowns carried out outside of operating hours, it is sufficient to notify the Provider of the planned controlled shutdown at least 7 calendar days in advance. Agreement with the Customer on the exact date of the shutdown shall not apply here.

6.3 Acute outage

If the downtime is necessary due to the application of a security patch or implementation of a change related to higher system security or for very serious operational reasons of the Provider (i.e. acute downtime), the above 7-day period may not be observed.

7. OPERATIONAL TOOLS AND PROCESSES

7.1 24×7 environment monitoring
The environment is under permanent (24x7x365) monitoring by automated tools, whose outputs are monitored continuously by the Provider's call center operators.
Monitoring is deployed over all parts of the IT and non-IT environment. An integral part of the monitoring system is the configuration database (hereinafter referred to as "CMDB"), where configurations and topologies of IT and non-IT infrastructure and their links to Services are stored.
The Provider's Central Monitoring System (hereinafter referred to as "CMS") provides the following functions for effective monitoring of the environment:

  • collection of events spontaneously generated in IT and non-IT devices;
  • collection of all log files (e.g. syslog, application logs) and their subsequent analysis;
  • analysis of the impact of the event on the End Service using definitions in the CMDB;
  • consolidation and correlation of the events that occurred;
  • automatic notification of L2 support and, if applicable, Customer support.

7.2 Incident and problem resolution

The Provider has processes in place to deal with incidents and long-term issues relating to the operation of all Services.
Incident flow can be summarized from a high-level perspective as follows:

  • an incident occurs when it is either reported by an authorized user or administrator of the Service on the Customer's side or an event (Event) is detected by the Provider's automated monitoring (CMS), which is evaluated and recorded as an incident by the Provider's call center (service desk). The call centre operator shall initiate the resolution of the incident according to its severity, which is based on the guaranteed level of Services affected by the incident. The Operator shall ensure that the Customer's authorised representative is informed of the ongoing incident and how it will be resolved;
  • if the incident cannot be resolved using the standard operating procedure from the L1 (operator) level of support, the solution is passed to a higher level of support, which may be the administrator or architect of the Provider or an external supplier, depending on the nature of the incident;
  • The incident is considered closed if the restoration of operation of the affected Services is verified and accepted by the Customer's authorized representative;
  • the entire incident lifecycle is recorded in the call center tool/service desk. The incident progress report is part of the regular Service Quality Report;
  • the owner of the incident resolution process is the Provider's call centre, whose employees ensure coordination between the teams involved in the incident resolution and record its progress;
  • For each closed incident, the provider shall perform a root-cause analysis to determine the root cause of the incident and propose countermeasures to prevent the same incident from occurring in the future. The Customer is expected to participate in the problem-solving process.

The following parameters are defined as part of the incident and problem management process and are part of the SLA between the Customer and the Provider:
(a) Pick-up Time is the time from the receipt of an event (i.e. request/query/request/incident etc.) from a system user to the sending of confirmation of its receipt by the Provider's service desk staff to that user (requestor). The acknowledgement of receipt must be sent via the appropriate communication channel.
(b) Response Time means the time for informing about the method and time for resolving the incident or change request. It is the time from the time of sending the acknowledgement of receipt of the incident or change request report by the Provider to the time of sending the information that includes the contact details of the incident or change request resolver and the manner and duration of resolution; by manner and duration of resolution is meant the basic diagnosis of the incident and an estimate of the expected timeframe required to resolve the incident or deploy the change request.
(c) Fix Time means the time from the reporting of an incident or change request to its complete resolution by the Provider. The Incident or Change Request is considered resolved if the Service is available. The result of the resolution is subsequently verified and accepted by a responsible employee of the Customer; however, the time for verification of the result of the resolution and its acceptance by a responsible employee of the Customer is not counted towards the time for SLA evaluation. In other words, the Fix time, for SLA evaluation purposes, ends with the implementation of the solution by the Provider or third party, i.e. the correction or deployment of the change by the Provider or third party.
In the event of even a very unlikely catastrophic event, such as the destruction or long-term damage of one of the Provider's data centers, the Provider enters the crisis management mode according to the Business Continuity Plan (BCP). In this mode, the normal procedures and guaranteed parameters as for dealing with normal operational incidents do not apply.

7.3 Dealing with changes in the environment

The environment has a unified process for change management in IT and non-IT environments so that all changes made in the customer environment of the Provider's data centers are recorded and, if necessary, it is clearly traceable who, when and why the change was made. Changes are divided into standard and non-standard.
(a) standard changes are considered to be in particular:

  • change the configuration or number of servers
  • changes in storage capacity or type
  • changes to additional services
  • changes in the nature of parametric changes;

(b) For each non-standard change, the following procedure shall then be followed:

  • The Solution Architect on behalf of the Provider will conduct an analysis of the Client's needs (interviews, treasure hunts, etc.);
  • The provider will prepare a feasibility study, which will include solution options (if any), an estimate of the workload and cost of the solution, a risk and environmental impact analysis;
  • if the Customer agrees to the proposed solution presented in the feasibility study, the Provider will provide a detailed technical design, implementation schedule and price quotation;
  • if the quotation and detailed design is approved by the Customer, the Provider shall proceed immediately to the implementation of the change. The implementation time depends on the nature of the change and cannot be determined in advance.

7.4 Performance and capacity management

The provider has a process in place for ongoing performance and capacity management of IT and non-IT environments.

8. REPORTING AND EVALUATION

8.1 Regular and ad-hoc reports

The provider is obliged to report and maintain a database of incidents. The Provider is obliged to submit the occurrence of incidents at the L1 - L3 level of customer support to the Customer on a monthly basis in the form of a written report. This report must state:

  • the type, description and area of the incident,
  • categorization of the incident,
  • the time of discovery of the incident,
  • how the incident was detected (automatic, reported by the customer, other),
  • the method of eliminating the incident,
  • the time of incident clearance and the name of the Provider's specialist responsible for resolving the incident.

The Provider shall send a report detailing the history of incidents and change requests by the fifteenth working day of the following evaluation period. If necessary, the Customer is entitled to request detailed information on individual incidents and the Provider shall provide the Customer with such detailed information without undue delay. The report is sent once a month by e-mail. If necessary, the report can be consulted with the solution provider.

8.2 Incident review and management meetings

The Customer has the possibility to request an operational meeting with the Provider. During this meeting, the parties involved shall discuss the support and level of Services provided by the Provider in the previous period and the results of the activities carried out for each incident. The basis for the meeting shall be the incident reports.

9. SAFETY MEASURES

9.1 The Parties agree that the Provider is entitled to temporarily limit or suspend the provision of the affected Service if such action is necessary to prevent or limit damage, as well as in the event of a Security Incident or Unauthorized Conduct by the Customer. The Provider is entitled to apply such measure with immediate effect, without prior notification to the Customer, but is obliged to inform the Customer without undue delay of the measure so taken. In such case, the Provider shall not be in default of its obligations under the Contract.

9.2 Suspension of the provision of Services shall also mean denial of access to the Customer to the Provider's data centre premises where the Service is provided.

9.3 The Client is aware that the measures referred to in Article 9.1 above do not affect the Provider's right to compensation for damages incurred in this connection or the right to withdraw from the Contract.

9.4 The Provider is also entitled to suspend the provision of the Services in the cases specified in the Regulations as well as in cases of Force Majeure, without being liable for such suspension of the provision of the Services.

10. RIGHT OF USE

10.1 If the Services provided or the result of the Provider's activities carried out under the Contract include subject matter protected by copyright under the Copyright Act, the Provider shall, unless otherwise expressly stated in the Contract, provide the Customer with a license to such copyright work to the extent necessary and required for the proper use of the Services provided by the Customer. Specific licensing and pricing terms will be set forth in the Contract. The Customer agrees to comply with the license terms and conditions communicated by the Provider. Violation of this provision shall be considered a material breach of the Contract.

11. LIABILITY FOR DAMAGES 

11.1 The Provider shall not be liable for any damage to the health and property of the Customer's persons authorized to enter the Provider's data center or third parties in their entourage resulting from non-compliance with the Regulations or Binding Conditions of Customer Conduct in DC or generally applicable principles of safe conduct.

11.2 The Provider shall not be liable to the Customer for loss of profit, loss of investment, damage to reputation, loss of authorisation to provide services or loss of goodwill. The Provider shall also not be liable for damages caused and/or claimed by third parties.

11.3 The Provider shall not be liable for damage resulting from materially incorrect or otherwise erroneous input or instruction of the Customer, if the Customer has been notified of the incorrectness or erroneousness of the instruction or input and the Customer insisted on such instruction or input.

11.4 The Provider shall be liable for demonstrable damages caused by the non-functionality of the Services provided to the Customer, as well as for damages to the Customer's equipment or other property, if such damages are caused by the Provider's fault. The amount of compensation for damages is limited to the amount specified in the Contract. The limitation shall not apply if the damage has been proven to have been caused by the Provider's gross negligence or wilful misconduct. This is without prejudice to Article 11.2 of the Conditions.

11.5 The Provider shall be liable for loss, damage or leakage of data or information stored in the Customer's devices if these are caused by the Provider's fault. The amount of compensation for damages is limited to the amount specified in the Contract. The limitation shall not apply if the damage is proven to have been caused by the Provider's gross negligence or wilful misconduct.

11.6 The Provider shall have no liability for damages in connection with the performance of the Contract other than as set out in this Article 11 of the Conditions, unless otherwise specified in the Contract.

11.7 The Customer shall be fully responsible for ensuring that all information it transmits and receives in the course of using the Services, or that all information stored on devices used in the course of the Services, complies with all Regulations. The Provider shall not be liable for the foregoing.

11.8 The Customer shall also be liable for all charges, costs, expenses, damages and claims of third parties arising or resulting from the Customer's use of or access to the Services in breach of the Agreement, including unauthorised use of access facilities provided by the Provider.

11.9 A Party shall not be liable for any delay in the performance of its obligations under the Contract if such delay is due to a previous delay by the other Party.

12. PROTECTION OF TRADE SECRETS AND CONFIDENTIAL INFORMATION

12.1 The Parties undertake to keep confidential all facts, data, documents and other information received, obtained or made known to them in the course of or in connection with the provision of the Services ("Confidential Information") and not to disclose them to third parties. Confidential Information, regardless of the form in which it is disclosed, shall include trade secrets, as well as all data, facts and information that have not been designated as public by either Party and that relate to either Party, e.g. information about its business activities, structure, economic results, know-how, etc., and also information relating to the Contract and performance under the Contract, or facts and information that are expressly designated as confidential by either Party.

12.2 The Parties shall ensure that the Confidential Information is adequately protected, both for their employees and for third parties, where the Confidential Information has been disclosed to them in accordance with the Contract. Both Parties shall have the right to use, disclose and make available Confidential Information only to the extent and under the conditions necessary for the proper performance of their rights and obligations under the Contract or with the prior consent of the Party to which the Confidential Information relates.

12.3 Confidential Information shall not be deemed to be information that has become publicly available unless it has been obtained in breach of a duty to protect it, information obtained by a procedure independent of the Contract or the other Party, provided that the Party that has obtained the information is able to substantiate this fact, and finally information provided by a third party that has not obtained such information in breach of a duty to protect it.

12.4 The obligation to protect Confidential Information shall survive termination of the Agreement.

13. DATA PROTECTION

13.1 The Parties are aware that in the course of providing the Services, data may be processed which Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC, as amended (the "General Data Protection Regulation"), refers to as personal data ("Personal Data"). In the event that Personal Data is processed, the Parties agree that the Provider shall process the Personal Data only on the basis of and under the terms of a Personal Data Processing Agreement to be concluded between the Parties in such case. The Provider shall ensure that the Personal Data is adequately protected against misuse, in particular against unauthorised or accidental access, alteration, loss or destruction, unauthorised transfer or unauthorised processing. However, the Provider is not obliged to procure equipment or facilities of the highest quality and price to protect Personal Data.

13.2 The Provider is entitled to list the Customer in the list of its reference customers.

13.3 The Provider shall ensure appropriate protection of Personal Data against its misuse, in particular against unauthorized or accidental access, alteration, loss or destruction, unauthorized transfer or unauthorized processing. However, the Provider is not obliged to procure equipment or facilities of the highest quality and price to protect Personal Data.

13.4 The Provider shall be entitled to retain Personal Data processed in the course of providing the Services only for the period of time for which its legal obligation of storage and archiving lasts.

13.5 The obligation to protect Personal Data continues after the termination of the Agreement.

14. TERMINATION OF THE CONTRACTUAL RELATIONSHIP

14.1 The duration of the Contract is specified in the Contract.

14.2 The Contract may be terminated only for one of the following reasons:
(a) by agreement of the parties;
(b) by notice; the notice period and conditions of termination are set out in the Contract. The period of notice shall commence on the first day of the month following the month in which the notice is delivered to the other Party;
(c) withdrawal from the Contract in accordance with the provisions of the Civil Code, i.e. due to a material breach of the Contract (as specified in particular in the Contract and the Terms and Conditions);
(d) A fixed-term Contract also expires at the end of the period for which the Contract was agreed.

14.3 The effects of withdrawal from the Contract shall take effect upon delivery of a written expression of will expressing withdrawal from the Contract to the other party. Withdrawal from the Contract shall not affect any claims of the withdrawing Party, nor shall it affect any claims the nature of which implies that they are to survive the termination of the Contract.

14.4 In the event of termination of the contractual relationship established by the Contract, the Client undertakes to take over from the Provider all records, documentation, data and any other information relating to the Services, or to instruct the Provider to destroy the specified documents on a protocol, except for documents or other records which the law requires the Provider to archive or which are or may be necessary for the fulfilment of any legal obligations of the Provider.

14.5 In the event of termination of the contractual relationship based on the Contract, the Parties are obliged to settle their mutual obligations and claims arising from the Contract without undue delay, but no later than within 30 calendar days from the date of termination of the Contract.

14.6 The Parties agree that 90 days prior to the expiry of the agreed duration of the Contract (in the case of a Fixed Term Contract) or immediately after the Customer's notification of its intention to terminate the Services, the Parties shall have the following obligations:
(a) the Provider's responsibilities:

  • delete/remove the Customer's data in accordance with the Provider's security processes within 30 days of the termination of the Agreement.

(b) the Customer's responsibility:

  • delete/remove all of the Customer's data and immediately inform the Provider;
  • to provide assistance in taking over their data located in the Provider's data centre. The cooperation includes the provision of the necessary hardware and activities related to data transfer;
  • ensure disconnection of connectivity from the Provider's data centre.

 

15. SYNERGY AND MUTUAL COMMUNICATION

15.1 The Parties shall cooperate with each other and provide each other with all information necessary for the proper performance of their obligations. The Parties are obliged to inform the other Party of any facts that will or may be important for the proper performance of the Contract, as well as of any change of data necessary for mutual communication (e.g. change of telephone numbers, change of address, change of bank connection, etc.).

15.2 All notices between the Parties relating to or affecting the duration of the contractual relationship under the Contract shall be in writing and delivered to the other Party either personally, by registered mail or by courier and shall be addressed to the relevant Party at the Party's registered office address, unless a mailing address different from the registered office address is provided, and to the contact persons specified in the Contract.

15.3 Unless otherwise specified or agreed between the Parties, all other notices between the Parties relating to the Contract or to be given pursuant to the Contract which do not relate to or affect the duration of the contractual relationship under the Contract shall be given by Means of Communication, i.e. by any means of communication customary in the course of business, including but not limited to electronic mail, telephone, facsimile, letter or oral communication. If made in writing, they shall be delivered to the other Party either personally, by registered mail, courier or electronic mail and shall be addressed to the respective Party at the registered office address of the Party, unless a correspondence address other than the registered office address is provided, and to the contact persons specified in the Contract.

15.4 In the event that the date of delivery of the message to the other party cannot be clearly determined, the date of delivery shall be the date of dispatch:
(a) by electronic mail: the moment of delivery of the acknowledgement of receipt of the message by the addressee sent by electronic mail;
(b) by courier or postal licensee: on the third working day following the date of proven dispatch. In such cases, submissions returned to the sender as undelivered for reasons attributable to the Party to be served shall be deemed to have been served. In the event of refusal of receipt, the submission shall be deemed to have been received on the date on which its receipt was refused.

16. FINAL PROVISIONS

16.1 Rights arising from the Contract may not be assigned, even in part, to any third party without the prior written consent of the Provider.

16.2 These Terms and Conditions and all obligations arising out of and/or in connection with them shall be governed by the law of the Czech Republic, in particular the provisions of the Civil Code, except for those dispositive provisions of the Civil Code whose application is excluded by the Terms and Conditions.

16.3 If any provision of the Terms, or any part thereof, is found to be invalid, ineffective or unenforceable, the validity or effectiveness of the Terms as a whole or any remaining provisions or parts thereof shall not be affected. In such event, the parties shall amend or modify such invalid, ineffective or unenforceable provision in writing so as to achieve a modification that is consistent with the purpose and intent of the parties at the time of contracting.

16.4 Unless otherwise agreed, the Terms and Conditions shall apply from the time they become part of the Contract, in the version in force at the time of the contractual relationship, unless amended in accordance with Clause 16.5 below.

16.5 The Provider shall be entitled to unilaterally amend or supplement the Terms and Conditions, however, the Provider shall notify the Customer of such amendment or supplement in advance, within a period of not less than one month before the amendment or supplement becomes effective. At the same time, the Provider is obliged to inform the Customer of its right to terminate the Contract by notice if it does not accept the amendment to the Conditions referred to in this paragraph. In such a case, the Contract shall be terminated on the date immediately preceding the effective date of the amendment or supplement to the Conditions, unless otherwise agreed between the Parties. The aforementioned right to terminate the Contract by notice shall not apply in the event that the amendment or supplement is triggered by a change in applicable law or a decision of a competent administrative authority.

16.6 The Terms and Conditions are valid from 1.2.2022