General Terms and Conditions
General Terms & Conditions valid from July 1, 2023
1. Introductory Provisions
1.1.1. DATAWEPS services s.r.o. is a data company developing tools for the online retail segment, enabling the automation of work, where a tool makes its own decisions in favour of the client on the basis of rules set by humans and the available data.
1.2. Scope of the Terms and Conditions
1.2.1. These Terms and Conditions govern the mutual rights and obligations between the Provider and the Customer arising from individual Specifications for the provision of services using the Provider’s Applications (hereinafter referred to as the “Specifications”).
1.2.2. Divergent provisions in the Specification shall prevail over the provisions of these Terms and Conditions.
1.2.3. The Terms and Conditions are sent to the Customer in .pdf format, or in another format enabling the text of the Terms and Conditions to be displayed and their easy archiving, or as a link to a website where the Customer can read the text of the Terms and Conditions sent to the e-mail address together with the Specification as part of the Contract (hereinafter referred to as the “Contract”).
1.2.4. By concluding the Contract, the Customer confirms that he/she has read these Terms and Conditions and agrees to their wording.
1.3. Interpretation of Terms
1.3.1. Applications – tools for the online retail segment provided by the Provider, e.g. Beed, Azor, TrendLucid, etc;
1.3.2. Terms and Conditions – these General Terms and Conditions of DATAWEPS services s.r.o., available at General Terms and Conditions;
1.3.3. Provider – DATAWEPS services s.r.o., with registered office at Nováčkova 401/53, 614 00 Brno – Husovice, ID No. 026 02 059, VAT No. CZ02602059;
1.3.4. Access data – user name and password, which the Customer receives by e-mail when registering a user account in the required Application;
1.3.5. Contract – a list of exact Specifications agreed between the Provider and the Customer;
1.3.6. Specifications – specification of the terms and conditions for provision of services by means of the Provider’s Applications;
1.3.7. Customer – a legal entity ordering the Provider’s services within the scope of its business activity or within the scope of its business.
2.1. For the correct provision of services, an account is registered for the Customer in the Application it requests provision of.
2.2. By registering a user account, the Customer can access its user interface.
2.3. Access to the user account is secured by the Access data that the Customer receives via email.
3. Rights and Obligations under the Contract, Withdrawal from the Contract
3.1. The subject of the Contract is the Provider’s obligation to provide the Customer with the service defined and specified in detail in the Contract.
3.2. The Contract shall always be arranged for a fixed term, of a maximum of 24 months, with a minimum term of 6 consecutive months. After the Contract term expires, its extension must be explicitly arranged if the Customer wishes to continue provision of the services. The Contract is not automatically extended.
3.3. The Contract is concluded at the moment the draft Contract is explicitly confirmed by the Customer via e-mail communication from the Customer’s e-mail address.
3.4. On the basis of the concluded Contract, the Provider is obliged to provide the Customer with access to the Application, which is the subject of the Agreement.
3.5. On the basis of the concluded Contract, the Customer is obliged to pay the Provider the price for the provided services.
3.6. The current price of the service is always stated in the Specifications, which are part of the Contract.
3.7. The Provider reserves the right to unilaterally increase the price of the services by the average annual inflation rate published by the Czech Statistical Office, always by 1 April of the year following the year for which the average annual inflation rate is announced.
3.8. By concluding the Contract, the Customer agrees to send tax documents (invoices) in electronic form, electronically within the meaning of the relevant provisions of Act No. 235/2004 Coll. on Value Added Tax. Invoices issued electronically are considered by the parties to be full-value invoices.
3.9. The price for the provided products and services is usually charged to the Customer on a monthly basis, unless the parties agree otherwise, based on a tax document (invoice) issued by the Provider.
3.10. The Customer may apply a claim against the incorrect billing of services within 30 days after receiving the invoice. Otherwise, the Customer acknowledges the invoiced amount as its payable to the Provider.
3.11. The Services will be provided by the Provider to the Customer for the duration of the Contract. However, the provision of services may be interrupted by the Provider:
- for the duration of an obstacle on the Provider’s part, which objectively prevents the provision of any of the services set out in the Contract, or
- in other cases where permitted by the Contract or these Terms and Conditions.
3.12. The Provider shall have the right to unilaterally terminate the provision of services and withdraw from the Contract without further notice if the Customer’s default constitutes a material breach of the obligations arising from the Contract or the Terms and Conditions. The following in particular shall be considered a material breach of contract:
- the customer is in default of any payment for more than 15 calendar days, or
- repeatedly fails to perform obligations under the Contract, the Terms and Conditions or other contractual documents, or
- uses the service in violation of the Agreement, these Terms and Conditions or applicable law, good morals and generally shared ethical values.
3.13. If the Customer defaults on payment of the price for the services provided, the Provider shall have the right to cease providing services to the Customer under the Contract. The Customer will not be provided with the services under the Contract by the Provider until the Customer has paid the payment, including any applicable fees, with which the Customer is in default. Restriction or interruption of the provision of services by the Provider as a result of breach of the Customer’s obligations does not relieve the Customer of the obligation to pay the agreed price, nor does it establish the right to compensation of any damages.
3.14. In the event of withdrawal from the Contract pursuant to Article 3.12, the Customer shall not be entitled to refund of a proportionate part of the price paid for the provision of services.
3.15. Both the Provider and the Customer are entitled to terminate the Contract by notice, without having to give any reason. The period of notice shall be one month and shall commence on the first day of the month following the month in which the notice is delivered to the other party.
4. Liability for Damages
4.1. The Provider shall be liable to the Customer for damages caused by the breach of obligations by the Provider to the extent set out in the following provisions, unless the Provider proves that the breach of obligations was caused by circumstances excluding its liability in whole or in part.
4.2. Prior to the conclusion of the Contract, the Contracting parties agreed that the aggregate foreseeable damages that could arise as a result of a breach of the Provider’s obligations may not exceed an amount corresponding to the two-month average amount agreed for the product in relation to which breach of the specified obligation occurred.
4.3. The Provider shall not be liable for damages caused by force majeure, such as natural disasters, natural events, accidents, failures of public telecommunications networks, war or terrorist events, or for product and service failures caused by interruptions in power supply, server outages, etc.
4.4. The Provider is not liable for damages resulting from the unavailability of the service due to technical malfunction or server failure not caused by the Provider. The Provider is also not liable for damages caused by interruptions or shutdowns of services necessary to update or change the services provided.
4.5. The Provider shall not be liable for the behaviour of Customers or their use of the supplied products and services, particularly for their methods of use that are not in accordance with these Terms and Conditions or the law, nor for damages and injuries resulting from misinterpretation and misuse of data or information in products or services supplied by the Provider. The Provider is not liable for temporary or permanent loss, destruction or damage to data beyond the data that has already been obtained from the monitored sources and backed up by the Provider.
4.6. The Customer is obliged to protect its Access data to the Application. The Provider is not responsible for any misuse or loss of Access data.
4.7. The Customer shall be liable for damages caused to the Provider in the event of breach of its obligations contained in these Terms and Conditions within the scope of Section 2913 et seq. of Act No. 89/2012 Coll., the Civil Code.
4.8. If the Customer defaults on payment of the price for the service under the Contract, the Provider is entitled to charge the Customer interest on late payment in the amount of 0.05% for each day of delay in payment of the amount due. This is without prejudice to the right to reimbursement of costs.
5. Confidential Information, Duty of Non-disclosure
5.1. Confidential Information
5.1.1. The Contracting parties are required to keep confidential all circumstances concerning the other Contracting party, which they come to know during or in relation to performance of the Contract, this being business information, product concepts, service functionality, product prices and also all other circumstances and information, particularly that of a business and technical nature, which was or shall be disclosed to the Contracting party by the other Contracting party during or in relation to the Contract and which is simultaneously not public knowledge or publicly available, and which it can also be legitimately assumed that the disclosing Contracting party is interested in keeping confidential (hereinafter the “Confidential information”).
5.1.2. All such information and data, provided in writing, verbally or in another form, is of a confidential nature, in the event that it cannot be considered a business secret within the meaning of the provisions of Section 504 NCC.
5.1.3. Both of the Contracting parties also undertake to keep confidential circumstances and information that the other Contracting party explicitly identified as Confidential information by means of the comment: “Secret”, Confidential”, “Business secret” or similar. In order to eliminate any doubt, it is stipulated that Confidential information does not have to be explicitly identified, however, its identification is appropriate in order to eliminate any doubt regarding the nature of the information, particularly in cases when the nature of this information may not be clearly evident.
5.2. Handling Confidential Information
5.2.1. Each of the Contracting parties undertakes to ensure that the Confidential information obtained from the other Contracting party is not leaked, published or disseminated, and undertakes to protect the confidentiality of Confidential information in at least the same way as it protects its business secret, and always in the manner usual for protection of business secrets.
5.2.2. Each of the Contracting parties undertakes to make all possible effort that can justifiably be required of it to ensure that the confidentiality of the other Contracting party’s Confidential information is strictly maintained by its employees and third parties, which it uses for fulfilment of the purpose of cooperation. If either of the Contracting parties uses a third party for performance, it is authorised to disclose the Confidential information obtained from the other Contracting party to it in the extent essential for the performance it provides and is also required to bind the third parry under the duty of non-disclosure in the scope according to these Terms and Conditions. The Contracting party that discloses Confidential information to it is liable for breach of duties by a third party.
5.2.3. The Contracting parties undertake to use the Confidential information exclusively for performance under the Contract. The Contracting parties undertake to handle the Confidential information according to this article of these Terms and Conditions not only throughout the duration and effect of the Contract, but also after it is terminated, for the entire period for which the Confidential information is not public knowledge or publicly available.
5.3. Disclosure of Confidential Information
5.3.1. The obligations contained herein do not apply to Confidential information that:
- is public knowledge at the time of its disclosure, or which legitimately becomes public knowledge after it has been disclosed, without breach of the Contract.
- originated independently, or was independently acquired by the party that originally received it as confidential.
- the recipient of information is required to provide according to the legal regulations or on the basis of a decision by the relevant public administration body, under the condition that this party informs the other party of the specific circumstances (unless it is prevented from doing so by the valid legal regulations or a decision by the relevant public administration body), immediately after this legal duty originates, and took measures to ensure maximum protection of the disclosed information, as permitted by the specific legal regulations or decision by the public administration body.
5.3.2. At the request of the Contracting party whose Confidential information was disclosed, the other Contracting party is required to prove the existence of reasons for disclosing this information.
5.3.3. The Contracting parties also undertake to restrict dissemination of the Confidential information and data to employees who must be directly involved in the mutual cooperation between the Contracting parties.
5.4. Sanction Arrangements
5.4.1. In the event of breach of any of the duties stipulated in this Article of the Terms and Conditions, the Contracting party that did not breach the aforementioned duty may demand payment of a Contractual penalty in the value of CZK 50,000 (in words: fifty thousand Czech Crowns) for each case of breach of duties, from the Contracting party that breached its duties.
5.4.2. The Contracting parties have agreed that any Contractual penalty according to these terms and conditions, is due payable within fifteen days from delivery of the request for payment of contractual penalty. Any arrangement or payment of any contractual penalty is without prejudice to compensation of potential damages.
5.4.3. The Contracting parties agree that the value of the Contractual penalty is reasonable with regard to the value and importance of the provided information and complies with good manners.
6. Final Provisions
6.1. Amendment of the Terms and Conditions
6.1.1. The Provider is entitled to unilaterally amend these Terms and Conditions to a reasonable extent, particularly due to amendment of legal regulations, due to technological changes affecting, for example, the Provider’s communication with the Customer, the possibilities and methods of concluding Contracts, and also due to the expansion of or changes in the services provided by the Provider.
6.1.2. If the Provider makes changes to these Terms and Conditions, it is obliged to notify Customers at least 15 days before the effective date of the new version of the Terms and Conditions, in the form of an e-mail sent to their current e-mail addresses. This notification will also include the text of the Terms and Conditions in .pdf format, or in another format allowing the text form of the Terms and Conditions to be displayed and their easy archiving, or a by sending a link to a website where the text of the Terms and Conditions can be consulted. The Customer is entitled to refuse changes to the Terms and Conditions, in writing, by letter sent to the Provider’s address or to the Provider’s data box, or in the form of an e-mail sent to the Provider’s contact e-mail address. If the Customer does not refuse the changes to the Terms and Conditions by the time the new version of the Terms and Conditions becomes effective, the Customer shall be deemed to have accepted and agreed to the new version of the Terms and Conditions; this shall only apply if the Customer has had the opportunity to become familiar with the new version of the Terms and Conditions in a timely manner.
6.1.3. If the Customer notifies the Provider, in a manner according to Article 6.1.2, that it does not accept the new changes to the Terms and Conditions, the original wording of the Terms and Conditions shall apply to all legal relations originating between the Provider and the Customer to date. In such cases, the Customer’s registration shall terminate upon the expiration of 15 days after receipt of notice of non-acceptance of the change to the Terms and Conditions.
6.2. The relationship between the Provider and the Customer is governed by these Terms and Conditions and the laws of the Czech Republic, particularly Act No. 89/2012 Coll., the Civil Code.
6.3. In the event that any provision of these Terms and Conditions is invalid or ineffective for any reason, such invalidity or ineffectiveness shall not render the remaining portions of these Terms and Conditions invalid or ineffective.
6.4. These Terms and Conditions are provided to Customers in text form within the meaning of Section 1819 of Act No. 89/2012 Coll., the Civil Code, and are available at https://www.dataweps.com/cs/o-nas/vseobecne-obchodni-podminky/ Customers are entitled to make copies of them for their own use, by copying the text, downloading the .pdf from the Provider’s website or obtaining screenshots.
6.5. These Terms and Conditions are valid and effective as of 1 July 2023.