- 1. General provisions
1.1. These General Terms and Conditions (hereinafter referred to as “GTC“) govern the relations between the Company BeiT, s.r.o., ID: 037 44 264, with registered office at Ve Střešovičkách 45/40, Střešovice, 169 00 Prague 6 (hereinafter referred to as “Provider“) as the provider of the Housing Account service, and its customers (hereinafter referred to as “Customer“) and the relations between the Customer and its customers as Clients who use the Residential Account service, if the relevant contract refers to these GTC.
1.2. The GTC are issued in in accordance with Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended, and apply to all contractual relationships (hereinafter referred to as “Contract“) that refer to it; the GTC thus apply in particular to purchase contracts, contracts for work and also apply, mutatis mutandis, to other contracts, the subject of which is the provision of services or products by the Provider to the Client and by the Client to the Client.
“Provided by” means BeiT, s.r.o.
“Customer” means a customer of the Provider who receives the Services and/or Goods for his own use or business, typically a building manager or owner or other entity that provides its services to end customers.
” means the end customer – usually the occupant of a residential unit, or other entity that has a legal relationship with the property under management.
“By contract” means, as the case may be, both the contractual relationship between the Provider and the Client and the contractual relationship between the Client and the Provider, if such contract relating to the Residential Account Service refers to these GTC.
“Residential account” means the trade name for a software “Service” or “System”.
Where these GTC create rights or impose obligations on the Client, they shall apply mutatis mutandis to the Client, especially in the case that the Provider performs for the Client as a subcontractor of the Client.
” or “
By the system
” means the performance agreed between the Provider, the Customer and/or the Client, in particular for the following purposes:
use of the service “Residential account” agreed in the Contract, in particular the provision of software tools for the purposes of:
– efficient automated property management
– securing the management processes of residential buildings
– energy metering, billing and evaluation
The Residential Account service enables remote collection, storage, analysis and evaluation of energy measurements, management of services provided in apartment buildings or other buildings, linking data records from various sources, including public registers, software support for other processes related to real estate management, consisting mainly of modules that the “Customer” has the option to rent for its own purposes and further provision:
– database records
– economic instruments
– technical management tools
– automation tools
– energy and service billing
– customer support tools
– remote energy and media metering system
– digitisation of the technical documentation of the building
– mobile client application
1.9.2. for other performance agreed between the Client and the Customer, the service includes in particular:
– supply and installation of equipment for online energy and media metering with radio data transmission,
– collection and radio transmission of measurement data to the online system
– secondary energy and media measurement and diagnostics
– online energy and utility metering and supplier price list management
– technical and energy description of the building
– digital 3D project documentation – BIM
– online tracking of changes from public registers
– client application
– automated billing
1.10. Any deviating provisions of the Agreement shall prevail over the provisions of the GTC.
1.11. The Provider reserves the right to unilaterally change the GTC. The Provider is obliged to inform the Customer and/or the Client of proposed changes or amendments to the GTC by e-mail at least fourteen (14) days before the effectiveness of such changes. In the event that the Customer and/or the Client does not, within fourteen (14) days from the date on which the email with the newly proposed wording of the GTC was sent to him/her by the Provider, express his/her disagreement with the proposed amendments or additions to the GTC by email or in writing, it shall be deemed that he/she agrees with the proposed amendments or additions to the GTC. If deviations from any provisions concerning the liability for damages of the Parties have been agreed between the Parties in the Contract, the relevant provisions of the GTC concerning damages in force at the time of conclusion of the Contract shall continue to apply to the relationship of the Parties with the deviations agreed in the Contract. The effectiveness of other amendments and supplements to the GTC is not affected by this provision. In the event that the Customer and/or the Client does not agree to a change in the GTC within the time limit, either Party shall be entitled to terminate the Agreement. Termination of the Agreement shall be effective upon receipt of written notice of termination.
1.12. The Provider has the right to change the content of the Service, to gradually develop the Service and, if necessary, to replace parts of it with similar services or products that will lead to an improvement of the Service. The Provider is also entitled to make changes to the terms and conditions of the Agreement in case of operational or legislative need. If such a change to the Service involves a replacement of the Provider’s technical solutions, the Customer undertakes to take the necessary measures on its part to enable connection to the new technical solution (e.g. necessary updates).
1.13. The Provider may also change the agreed price unilaterally in case the change is related to a change in the scope or quality of the Service. Such change shall be notified to the Customer at least one month in advance. In the event that the Customer does not, within fourteen (14) days of the date on which the Provider has notified the Customer of the change in terms and conditions and price, express its disagreement with the proposed changes or additions by email or in writing, it shall be deemed to agree with the proposed changes or additions. In the event that the Customer does not agree to the change within the time limit, either party shall be entitled to terminate the Contract with one month’s notice, commencing on the first day of the month following the delivery of the notice. Termination of the Agreement shall be effective upon receipt of written notice of termination.
1.14. The Customer and/or the Client is aware that by entering into the Agreement for the provision of the Service, the Customer does not acquire any rights to use registered brands, trade names, trademarks, company logos or patents of the Provider or other entities without the consent of the Provider.
2. Provision and use of the Service
The basic terms of performance are agreed in the Contract and in its annexes.
2.2. The Parties agree that additional performance beyond the scope of the Contract may be dealt with on the basis of an accepted order; the Contract and these GTC shall apply to the relationship based on the order. The Provider is not obliged to comment, accept or reject the order (proposal).
2.3. The Provider is obliged to inform the Customer and through the Customer of any changes that have more than a limited negative impact on the use of the Services. In such case, the Customer is entitled to terminate the Contract on the effective date of such change.
2.4. The Provider is entitled to use other providers to provide services (hereinafter referred to as “subcontractor“). The Provider shall be liable for the work of its subcontractors as if it were its own performance.
2.5. The Parties shall provide each other with all documents and information that they have and can provide and that are directly related to the subject matter of the Contract within five working days of their request, unless both Parties agree otherwise.
3. Term of performance, acceptance of deliveries
3.1. The period of performance shall be extended accordingly if the work is interrupted for any of the following reasons:
– mutual agreement of the parties,
– the occurrence of circumstances which the contracting party could not have avoided or foreseen,
– suspension of performance for non-payment of the agreed price,
– non-performance of the performance; in such a case, the change of the deadline shall apply to the part of the work for which the performance has not been provided and to the performances which are related to it or are in any way conditional upon it. The dates of other partial performances remain unchanged, including the date of commissioning, respectively. the deadline for handover and acceptance of the system, while the deadline for the subparts of the work following the subpart for which the Client and/or the Customer was in delay with providing the cooperation or conditioned by it shall be extended by the time during which the cooperation was not provided, as well as the deadline for their commissioning.
3.2. If the Provider delivers to the Client or the Client delivers to the Client a one-off performance (delivery of equipment, installation and similar services), the Acquirer is obliged to confirm the delivery without undue delay. If he does not confirm it without raising written objections to the quality within five (5) days, the performance shall be deemed to have been provided. In the event of commercial use of the delivered performance by the Customer
in operation with live data for a period of at least two (2) weeks, this shall be deemed to constitute full performance of the Contract as if all relevant acceptance reports had been submitted.
3.3. In the event of a delay in providing assistance, the original deadlines for performance shall be extended accordingly.
Intellectual property rights and rights to use hardware acquired by the Agreement
4.1. The Customer acquires a non-exclusive, non-transferable and time-limited right to use the services, data, software and hardware services contained in the Service, including updates thereto, for the duration of the Agreement. Without the prior written consent of the Provider, the Client is not entitled to use the Service or parts thereof and/or information obtained by using the Service for any purpose other than as defined in the Agreement, in particular for the Client.
By entering into a contractual relationship with Customer, the Client acquires a non-exclusive, non-transferable, time-limited right to use the services, data, software and hardware services contained in the Service for the duration of the Client’s contractual relationship with Customer, on the terms and conditions agreed between the Client
and the Customer.
4.3. The Provider, as the owner of the Service and licensor of the Service, retains ownership of all intellectual property rights in the Service delivered, regardless of form or format.
4.4. In accordance with the terms and conditions agreed between the parties, the Customer is granted the right to use the services for:
– its internal operational activities,
– its business activities
– for the frequency of use or total number of users specified in the Contract,
– subject to any other restrictions set out in the Contract.
If the object of performance is the creation of any work or the transfer of rights to any item, the Customer and/or the Client shall acquire them only upon payment of the agreed price, unless otherwise expressly agreed.
4.6. If, during the performance of the subject matter of the Contract, the creation of an author’s work (within the meaning of Section 2 of Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (Copyright Act), as amended) occurs, the Customer shall acquire the rights of the author at the moment of the creation of
and by paying for each part of the work, an unlimited territorial and temporal entitlement (licence or sub-licence) to the exercise of the right to use these copyright works and to exercise the right to extract and exploit databases, within the meaning of Section 88 of the Copyright Act, which are part of any deliverables under the Contract, by all known uses within the meaning of the Copyright Act to fulfill the Customer’s rights under the Contract, for the duration of the Contract. Without the prior written consent of the Provider, the Customer is not entitled to use the Service or parts thereof and/or information obtained by using the Service for any purpose other than as defined in the Agreement.
4.7. Neither the Customer nor the Client shall be entitled to transfer the Service to any third party, assignment for use or gratuitous use in favour of any third party beyond the terms of the Agreement or without the consent of the Provider.
The license to is granted on a non-exclusive and non-transferable basis.
The Customer shall indicate the trade name, trademark or other similar designation of the Provider in accordance with the corporate identity of the Provider.
4.10. If any of the Deliverables supplied by Provider infringes the License or becomes (or in Provider’s opinion is likely to become) the subject of any claim for infringement, Provider may, at its option and expense, either: (i) procure for the Customer and/or Client the right to continue using the relevant Services or products, (ii) replace or modify the applicable Services or Products in a functionally equivalent manner so that the Services or Products no longer infringe the rights of others; or (iii) terminate the provision of the Services or the Customer’s rights to use the affected services or products, and in the event of termination of the Services, refund the pro rata amount of any prepaid fees for the terminated services.
5. Fees and payment terms
5.1. Unless otherwise agreed, the minimum price for the Residential Account provided by the Customer to the Client is defined by the relevant price list of the Provider.
5.2. The prices for the Service are agreed in the Contract without VAT, which will be added to the price, and payment is made on the basis of a tax document issued by the Provider.
5.3. The price of the Provider’s performance to the Client is agreed in the Contract between them.
5.4. The creditor shall be entitled to default interest at the rate of 0.1% on the amount due for each day of delay in payment and to compensation for reasonable damages or expenses incurred in recovering any amount not paid when due without cause.
5.5. Without the required and legal particulars, the invoice shall not be valid and the debtor shall be entitled to return such document within five (5) days of delivery, but in any event not later than its due date, with a request for correction. The new due date starts from the date of receipt of the corrected invoice.
5.6. Any discrepancies in the invoice must be discussed by the debtor with Provider within ten (10) days of delivery (but no later than the due date), otherwise the debtor shall be deemed to have accepted and acknowledged the performance and to have no comments or objections to invoices. In the event that any part of the remuneration or reasonable costs is disputed, this shall not affect the Customer’s obligation to pay the remaining undisputed part of the remuneration, respectively. costs reasonably incurred.
5.7. In case of delay in payment of duly issued and delivered invoices, the debtor is obliged to pay interest on late payment in accordance with Government Regulation No. 351/2013 Coll., increased by five (5) percent. Claiming interest on interest is allowed. The creditor is further entitled to claim reimbursement of any costs incurred in connection with the recovery of amounts due and unpaid on the due date. In the event of default in the payment of an invoice, the creditor is also entitled to retain documents and other things received from the debtor or from other persons for the debtor until the debtor has fulfilled all obligations.
5.8. If the debtor has outstanding overdue debts, the creditor shall inform the debtor of this fact in a demonstrable manner. If the debtor fails to pay the amount due even within a reasonable grace period, the creditor shall be entitled to suspend further performance until the obligations have been settled in full. During the period of exercise of this right, the creditor shall not be in default with the suspended performance or with subsequent performances.
5.9. The creditor is entitled to unilaterally set off any of its claims against the debtor’s counterclaim. If the creditor owes more than one debt, then any performance will always be set off against the debt designated by the creditor first, regardless of which debts have been notified and which have not. The Parties exclude the application of Section 1987(2) of Act No. 89/2012 Coll., the Civil Code, in relation to claims against the debtor and agree that even an uncertain and/or indeterminate claim is eligible
to be set off.
6. Warranty and liability for defects
All warranties and their statutory terms relating to installed equipment, operations, data transmissions and the provision of services under the Agreement are set out in of these GTC.
The Customer is obliged to report any defects found during the term of the Contract to the Provider without undue delay in written form.
6.3. Complaints must be made via the Housing Account app or in another written form.
The warranty does not cover, in particular, defects caused by the intervention of a person other than an employee on the Customer’s or Provider’s side trained to perform the relevant activities, improper operation and use, changes in the configuration of the system that have not been consulted with Provider.
6.5. In the event of a complaint, the Provider shall immediately start resolving the complaint; in the event of an unjustified complaint, the Provider shall notify and document the Customer of the unjustified complaint. If the complaint is not justified, the Provider is entitled to a fee for the activities leading to the removal of the defect. The complaint is considered resolved if the Provider has removed the claimed defects or if the Customer has acknowledged the unjustified nature of the complaint or the defect has passed in another way.
6.6. If the work consists in an activity other than the manufacture of the item or the maintenance, repair or modification of the item (i.e., the performance consists in particular in the provision of the service), the Provider shall proceed in this activity as agreed in the Contract and with professional care so as to achieve the result of the activity specified in the Contract; v in this case, it is a contract for work with intangible result and outside the provisions of § 2586 et seq. the provisions of § 2631 et seq. of the Civil Code.
6.7. The Customer acknowledges that in order to ensure the full functionality of the connected subsystems, its active cooperation is required in relevant cases. In the event of a non-functioning downstream system (e.g. non-functioning meters used for remote reading), the Provider shall draw the attention to the non-functioning part and the Customer shall be obliged to ensure the removal of the defect, or to arrange for remedy in cooperation with the Client or a third party. The Customer acknowledges that the full functionality of the Provider’s services is not guaranteed during the period of non-functioning downstream systems.
7. Mutual communication between the Parties
7.1. The Provider, the Customer and the Client prefer to communicate via the Bytové konto application.
7.2. All documents, in particular notices, requests, demands, terminations, withdrawals or other communications establishing, amending or terminating legal relations between the Parties under the Contract or the Terms and Conditions, which the Parties shall make in writing, shall, unless the Contract provides otherwise: a) be made electronically through the Bytové konto application, which guarantees the sender’s authentication, b) be delivered personally (by courier or through another person), c) be sent by registered mail to the address specified in the header of the Contract. The Parties agree that the date of delivery of any document shall be deemed to be the date on which the addressee receives such document or on which it is received at the addressee’s address by a third party for the addressee, even if the addressee was not aware of such receipt of the document, or on the basis of the presumption of time of receipt pursuant to Section 573 of Act No. 89/2012 Coll., Civil Code, whichever is earlier. A document shall also be deemed to have been delivered if it has been received. This shall also apply in the evenť that the addressee has not learned of the sending of the document, that the addressee has failed to receive the document at the last address notified to the sender, as well as in the evenť that the addressee has refused to receive the document. For the purposes of service of e-mail messages between the parties, they shall be deemed to have been delivered at the time of sending. If any document is undeliverable to the other Party as a result of its failure to cooperate, the date of delivery shall be deemed to be the date on which an unsuccessful attempt is made to deliver it.
7.3. If the Parties have not designated their representatives in the Contract, either Party may unilaterally designate them in writing. In particular, these staff will be authorised to make requests, order performance, receive orders and perform acceptance of the subject of performance.
7.4. Either Party shall be entitled to change its designated Authorised Person or its representative, but shall notify the other Party in writing of such change. The amendment shall be effective against such other party as soon as it becomes known to it.
7.5. The Parties are obliged to inform the other Party in writing of any facts that are or may be important for the proper and timely performance of the Contract. The Parties undertake to inform the other Party of any change in their registered office and/or contact address within ten days at the latest.
8. Data security and protection
8.1. In providing the Service, the Provider undertakes to take measures to ensure high availability of the system and protection of information entered into the system by the Customer or its members or Clients (hereinafter referred to as “Data”).
8.2. Ownership of the data relates to to the entity that entered it into the system or has permission to it. In the event that the data is taken over by a data subject (member, customer, supplier of the Customer), the rights to the data may be transferred to that data subject.
8.3. The Provider is obliged to operate the system on servers in “data-centres” in the territory of the Member States of the European Union. The Provider is obliged to ensure that each of the is equipped to allow the system to operate in the event of a power failure, internet connectivity failure, overheating or hardware failure, fire, physical or cyber attack.
8.4. The Provider shall be responsible for ensuring that the system is designed from a software architecture perspective so that in the event of a critical failure of any kind, it is able to continue operations after remediation. The data is always available in all data centres simultaneously, synchronisation takes place in real time. Thus, in the event of an outage, the system can continue to operate as long as at least one of its data-centres is in operation, without affecting availability, quality of service or the need for external intervention.
The Provider undertakes to secure access to the system by an authentication mechanism that allows access to data of the Customer or its members or Clients only to authorized users, based on knowledge of the login credentials or a special security chain.
8.6. The Provider is obliged to ensure the security of data transmission outwards and into the System by using an encrypted protocol, including secure connection establishment. All endpoints are secured with valid safety certificates. The transmission of authentication data and all data is always encrypted.
9. Limitation of liability
The Provider declares that it is insured in the event of causing damage in the following scope: liability for damage caused by a defect in the product or defect in the work performed, liability for damage to the object taken over or used, liability arising from the operation of the working machine, with a limit of insurance benefit up to a maximum of CZK 10,000,000, with limiting conditions set by the insurance company.
9.2. A Party is not in default if the performance of its obligation is directly related to the performance of the obligation of the other Party and the latter is in default in the performance of its bound obligation, provided that the Party in default has reproached the breaching Party in writing for the default. The time limit for the performance of a Party’s obligation shall run for the period during which the other Party was in default in the performance of its obligation.
9.3. In the event of the existence of extraordinary, unforeseeable and insurmountable obstacles that allow the damager to be relieved of the obligation to compensate for damages (§ 2913(2) of the Civil Code), no obligation to pay any contractual penalties or interest on default shall arise.
9.4. The Parties agree to limit the Provider’s obligation under Section 2898 of the Civil Code to compensation for damages incurred by the Customer and/or the Client in in connection with the Provider’s performance so that the Provider has an obligation to the Customer and/or the Client to compensation for this damage only up to the amount of the remuneration received, in in the case of recurring activities, up to the sum of the monthly fees billed in the last three (3) months prior to the occurrence of the injury (if not three months, then three agreed monthly charges)); this does not apply to injury caused to a person’s natural rights and to injury caused intentionally or from gross negligence.
9.5. In the event that the Customer and/or the Client is informed of a decision according to which the Provider’s obligation to compensate for damages could be based, the Customer is obliged to notify the Provider in writing within five working days from the date on which it becomes aware of such information
and to afford him all assistance in the preparation and filing of an appeal or other similar action against such a decision.
10. Processing of personal data
In the Service, it is assumed that the Client will be the controller of the Client’s personal data and the Provider will process such data for the Client.
10.2. The following terms and conditions (processing agreement) apply in cases where the Provider will be the processor of any personal data of which the Customer is the controller:
10.2.1. The purpose of this personal data processing agreement is to authorise the personal data processor to process personal data by the controller/processor:
– personal data necessary to provide part of the management of houses and land for Clients
– personal data necessary for the exercise of the Provider’s and Customer’s rights in relation to its members, suppliers, customers and employees.
10.2.2. The processor undertakes to process personal data only to the extent necessary, i.e. to the extent appropriate to the following categories in particular: name, surname, title, date of birth, birth numbers, permanent home address, address of the cooperative apartment/non-residential space or apartment/non-residential space owned by a cooperative member in a building managed by the cooperative, mailing address, e-mail, telephone contact, number of persons in the household, bank account number, data relating to deposits, billing, accounting, payroll and employment, the legal relationship to the housing or non-housing unit (usually ownership or lease), or other data, in particular if they are specified in the lease agreement, employment contract or commercial contracts concluded with Client, member, supplier, customer, or employee of the Customer.
10.2.3. If the Customer provides any personal data to the Provider within the framework of the performance of the Contract, the Customer hereby declares and warrants that it is entitled to provide such personal data to the Provider for the purpose of the performance of the Contract and has obtained the consent of the data subjects to such provision, or this right derives from other legal title. The data subject is entitled to revoke his/her previously granted consent to the processing of his/her personal data at any time and the Customer is also entitled to request the Provider not to further process the personal data provided by the Customer. If the performance of the Contract is not objectively possible without the processing of the Customer’s personal data, resp. data subjects provided to the Provider, the Provider is entitled to withdraw from the Agreement in the event of withdrawal of consent to their processing. The Customer, resp. the data subject is entitled to request access to, rectification or erasure of his/her personal data or restriction of processing.
10.2.4. Rights and obligations of the parties:
10.2.4.1. The Customer, as the controller/processor of the personal data, authorizes the Provider, as the processor, to process the personal data necessary for the aforementioned purpose of the personal data processing agreement.
10.2.4.2. The processor is entitled to use the personal data only for the purpose mentioned above, unless otherwise agreed between the parties.
10.2.4.3. The personal data processor will handle personal data in the following ways:
– manually, i.e. in particular, the handling of documents within its headquarters and communication with the Customer as data controller/processor and its members or contractors;
– electronically, i.e. in particular, database processing of personal data in a unified information system supplemented by modules specific to the management of the housing stock, the administration of cooperative agendas and the agendas of unit owners’ associations and housing cooperatives, e-mail communication with The Customer as the administrator/processor of personal data and its members or contractual partners; communication within the framework of the Bytové konto application, ABRA Flexibee application, etc. other applications and systems.
10.2.5. Guarantees of the Provider as a processor of personal data:
10.2.5.1. The Provider as a processor of personal data is obliged to keep personal data physically accessible in secure office and warehouse premises with the prevention of unauthorized access by third parties.
10.2.5.2. The Provider as a processor of personal data is obliged to ensure that its employees working with personal data are informed that the relevant access passwords of employees to the electronic systems of the processor of personal data must be kept secret and not provided to third parties without a legal reason.
10.2.5.3. The provider as a processor of personal data is obliged to ensure that its employees working with personal data are bound by the obligation of confidentiality as defined by law.
10.2.5.4. The Provider, as a processor of personal data, undertakes to process personal data in accordance with its internal regulations.
10.2.5.5. Personal data in electronic form are stored in a secure environment that is accessible only to employees of the Provider as a processor of personal data, or. to the extent necessary, also to third parties providing the operation of the information system, with whom the Provider has concluded a contract.
The Provider, as a processor of personal data, processes personal data only on the basis of documented instructions from the controller/processor of personal data within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) (hereinafter referred to as the “EU Regulation”).
10.2.5.7. The Provider, as a processor of personal data, shall take all measures within the meaning of Art. 32 of the EU Regulation.
10.2.5.8. The Provider as a processor of personal data complies with the conditions for the involvement of another processor within the meaning of Art. 28 para. 2 and 4 of the EU Regulation.
10.2.5.9. Taking into account the nature of the processing, the Provider, as a processor of personal data, shall assist the controller/processor of personal data by means of appropriate technical and organisational measures, where possible, to comply with the obligation of the controller/processor of personal data to respond to requests to exercise the rights of data subjects set out in Chapter III of the EU Regulation.
10.2.5.10. The Provider, as a processor of personal data, shall assist the controller/processor in ensuring compliance with the obligations under Art. 32 to 36 of the EU Regulation, taking into account the nature of the processing and the information available to the processor.
10.2.5.11. The Provider, as a processor of personal data, shall either delete all personal data (without undue delay, in particular after the expiry of the guarantee period) or return them to the controller/processor of personal data after the termination of the provision of services related to processing, and delete existing copies, unless European Union or Czech law requires the storage of the personal data in question.
10.2.5.12. The Provider as a processor of personal data to prove that the obligations set out in Art. 28 of the EU Regulation, and shall facilitate and contribute to audits, including inspections, carried out by the controller/processor of personal data or by another auditor mandated by the controller/processor of personal data.
10.2.6. The duration of the data processing contract:
10.2.6.1. The contract on personal data processing is concluded for the duration of the contractual relationship under which the Provider processes personal data of which the Customer is the administrator/processor.
11. Duration and termination
11.1. The duration of the Contract is agreed in the Contract, of which these GTC are a part.
Unless expressly stated, the Contract is agreed for an indefinite period with one month’s notice.
11.3. During the notice period, the Service Provider shall be entitled to the agreed remuneration or, where applicable, remuneration calculated according to hourly rates and time, but at least in the amount of the average of the last three monthly remunerations and, if no three monthly remunerations have been billed, in the amount of the last previous billed monthly remuneration.
11.4. Either party shall be entitled to withdraw from the Contract immediately if the other party enters into bankruptcy, liquidation or restructuring proceedings or if the other party is in gross breach of the Contract, including these GTC.
11.5. The Provider also reserves the right to terminate the Contract immediately if the Customer violates the Contract in a material way or repeatedly violates it in a way that the Provider has reproached, or if the provision of services is impossible due to a change in legislation. In particular, but not exclusively, breaches of licence rights and delays in payment of more than one month are considered to be material breaches.
11.6. In the event of termination of the Contract, the Parties shall be obliged to settle their mutual obligations and claims under the Contract no later than the end of the month following the month in which the Contract was terminated.
11.7. Withdrawal from the Contract does not affect the right to damages or contractual penalties.
11.8. The Parties agree that the expiry of an additional period of time granted by one Party for the performance of a contractual obligation with which the other Party is in default does not automatically lead to the withdrawal from the Contract, even if the entitled Party informs that it will no longer extend the additional period of time for performance.
12.1. All competitively significant, identifiable, measurable and normally unavailable in the relevant business community facts relating to Provider, as well as all data expressly marked as trade secrets, the Contract and the facts contained therein, including information provided by both parties in the course of negotiations in connection with its conclusion, are subject to trade secrets and their disclosure to third parties is possible only with the express written consent of the other party.
12.2. All facts that one party learns about the other party during the performance of the Contract, in particular the documents and documentation submitted by the Customer and the data of the Customer and its customers, constitute trade secrets and are considered confidential information by the parties. The Parties undertake to keep all facts which they learn about the other Party in the performance of the Contract secret, in particular to keep them confidential and not to disclose or make them available to third parties unless this is necessary for the performance of their obligations under the Contract.
12.3. The obligation of confidentiality with respect to confidential information shall continue for a period of three (3) years from the date of disclosure.
12.4. If either Party becomes aware that any of its employees or subcontractors has in any way breached the confidentiality of information, it shall promptly notify the other Party and shall provide all reasonable assistance to the other Party in any proceedings that the other Party may bring against such persons.
13. Final arrangements
13.1. All legal relations arising from contracts governed by or related to these GTC are governed by the substantive law of the Czech Republic, specifically the Civil Code, No. 89/2012 Coll., as amended. The provisions of the GTC, as amended, shall govern the contractual relationship for the entire duration of the contractual relationship, or even after its termination, until the full settlement of all rights and claims arising therefrom. Except where these GTC require a written documentary form, all communication between the Provider and the Customer may be in the form of written electronic messages (e-mail, SMS, etc.) delivered to the electronic address provided by the other party. Termination of the Contract shall not affect the termination of claims arising from the contractual relationship.
The Terms and Conditions are an integral part of the Contract concluded between the Provider and the Client and the Contract concluded between the Client and the Provider in accordance with the provisions of § 1751 of the Civil Code.
13.3. The Parties exclude the application of the following provisions of the Civil Code to this Contract: § 557, § 1740 para. 3, §§ 1764 to 1766, §§ 1793 to 1795, § 1799, § 1800, § 1805 para. 2, § 2620 to § 2622.
13.4. The Parties expressly acknowledge that the basic terms of the Contract are the result of negotiations between the Parties and that each Party has had the opportunity to influence the content of the basic terms of the Contract.
13.5. The Provider is entitled to provide performance similar to the performance provided under the Contract to third parties who are competitors in relation to the Customer.
13.6. The Customer acknowledges and agrees that the Provider will reference the Customer in as part of marketing activities and presentation materials. The Customer acknowledges and agrees that if any business matter in which the Provider has provided performance to the Customer becomes public by the Customer, the Provider shall be entitled to make public work for the Customer, but in such case the Provider shall not be entitled to publish more details about the business matter than have previously been published.
13.7. By signing the Agreement, the Customer further agrees, in accordance with Section 7(1) of Act No. 480/2004 Coll., on Certain Information Society Services and on Amendments to Certain Acts, as amended by , with that the Provider may send commercial communications and other promotional or marketing materials to his/her electronic address.
In the event that the Contract contains an international element, the Contracting Parties expressly exclude the application of the UN Convention on the International Sale of Goods (Vienna Convention, 1980).
13.9. If any provision of the Contract or the Conditions proves to be apparent (null and void), the effect of this defect on the other provisions of the Contract shall be assessed in accordance with Section 576 of the Civil Code.
13.10. The Customer and/or Client hereby acknowledges that it is aware of the following important provisions contained in these Terms and Conditions, that it understands and expressly accepts all such provisions: (i) authorization to set off any claims, (ii) the limitation of the right to compensation, (iii) the exclusion of the protective provisions relating to the adhesion contract regime, the exclusion of any interpretation against the claimant and the exclusion of the limit on default interest, (iv) assuming the risk of a change in circumstances, (v) the exclusion of the rule on the conclusion of the Contract in the event that an immaterial deviation is made in acceptance.
13.11. Neither party may assign its rights and obligations under the Contract without the prior written consent of the other party.