Virtual aReception by ARTIN, spol. s r.o.
A legal entity established under the law of the Czech Republic, registered in the Commercial Register maintained by the Regional Court in Brno, Section C, File 30849
with its registered office at Purkyňova 670/142, Medlánky, 612 00 Brno,
Identification number (IČO) 25531115, Tax identification number (DIČ) CZ25531115 (hereinafter also referred to as “ARTIN“)
(hereinafter also referred to as “GT&C“)
TABLE OF CONTENTS
I. INTRODUCTORY PROVISIONS AND DEFINITIONS
II. SUBJECT OF PERFORMANCE
III. RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES
IV. LICENSING AGREEMENT
V. HARDWARE DELIVERY
VIII. PRICE AND PAYMENT CONDITIONS
IX. PROTECTION OF CONFIDENTIAL INFORMATION
X. PERSONAL DATA HANDLING
XI. LIABILITY FOR DAMAGE
XII. SANCTION ARRANGEMENT
XIII. TERMINATION OF THE AGREEMENT
XIV. FINAL PROVISIONS
I. INTRODUCTORY PROVISIONS AND DEFINITIONS
- For the purposes of these GT&C, the term:
- “Administrative Interface” means the administrative interface available to the Client online through a website with a specific address and authorized access, serving as part of the Product for setting or customizing the Product and its use to the needs of the Client to the extent that the Administrative Interface allows;
- “Copyright Act” means Act No. 121/2000 Coll., on Copyright, Related Rights and Amendments to Certain Acts, as amended;
- “GDPR” means 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;
- “Hardware” means the total of all computer, communication, and other devices supplied with the Product under the Contract, either through sale or rental to the Client by ARTIN;
- “Product Installation” means the set of processes and activities aimed at deploying or installing the Product at the Client’s site;
- “Client” means a business company or independent entrepreneur who is interested in the delivery of the Product from ARTIN; for the purposes of these GT&C, the Client is not a natural person in the position of a consumer;
- “Offer” means an individualized offer from ARTIN for the provision of the Product to the Client, including the scope of the provided Product, an overview of related services, hardware, implementation requirements, including the scope of all work and their prices. The preparation of an Offer is not a condition for concluding a Contract;
- “Civil Code” means Act No. 89/2012 Coll., the Civil Code, as amended;
- “Support” means reactive and proactive processes for removing defects and resolving incidents that cause or may cause interruptions in the provision of the Product or a reduction in the quality of the Product, in particular the service of the Product (application support, user support) and updates, to the extent agreed between the Contracting Parties, where Support is provided to the Client free of charge;
- “Product” means the “Virtual Receptionist aReception” product, which uses artificial intelligence, specifically natural language processing. It is a voice assistant – a chatbot with a human face, which performs the appropriate action or provides the requested information based on the recognized situation. The Product is a combination of hardware and software interconnected and cooperating to form a functional unit that can be used for specific activities. A more detailed specification of the product is available on the website www.areception.com. The specific variant of the Product, including extension modules, is specified in the Contract;
- “Contract” means the contractual relationship concluded between the Contracting Parties, which more specifically defines the scope of the provided Product, which was concluded between ARTIN and the Client in one of the ways defined in Article II, paragraph 6 of these GT&C, with these GT&C always being an integral part of the Contract, as well as any other approved annexes;
- “Contracting Parties” means ARTIN and the Client jointly as the contracting parties of the contractual relationship concluded on the basis of the Contract;
- “Websites” means the ARTIN websites available at the address: www.areception.com;
- “Value Added Tax Act” means Act No. 235/2004 Coll., on Value Added Tax, as amended;
- “Personal Data Processing Act” means Act No. 110/2019 Coll., on Personal Data Processing, as amended.
II. SUBJECT OF PERFORMANCE
- The purpose of these GTCs is primarily to regulate the rights and obligations related to the delivery of the Product to the Client and to set the rules of cooperation between the Contracting Parties.
- SUBJECT OF PERFORMANCE. The subject of performance under the Agreement is the delivery of the software product “Virtual Receptionist aReception” together with the necessary Hardware by ARTIN as the provider to its Clients as purchasers and the provision of Support, Installation, and any other services related to the Product to the agreed extent.
- FORM OF AGREEMENT. The Agreement between ARTIN and the Client may be concluded:
- in writing/paper form by signing the Agreement by both Contracting Parties, of which these GTCs are an integral part, or
- electronically, i.e., by expressing acceptance of ARTIN’s Offer to conclude the Agreement by the Client using remote electronic means of communication, via email or other verifiable electronic form, confirming the will of both Contracting Parties to conclude the Agreement and its content, or by electronic confirmation of ARTIN’s Offer on the Website.
- CLIENT’S INQUIRY. The Client may make a non-binding reservation of the Product or inquire about the Product either through the Website or via the email address firstname.lastname@example.org, based on which ARTIN will make an Offer to the Client.
- ARTIN’S OFFER. The Offer to conclude the Agreement by ARTIN may be made in writing in paper form, electronically, by an offer on the Website, or in any other objectively ascertainable form and will contain, in addition to the proposal of the content of the contractual relationship, information on all documents that are to be an integral part of the Agreement and regulate the rights and obligations of the Contracting Parties, in particular these GTCs.
- CONCLUSION OF THE AGREEMENT. The Agreement is concluded only after agreement on all its essentials by both Contracting Parties. The Agreement is concluded:
- at the moment of signing the Agreement in writing/paper form by both Contracting Parties, or
- by accepting the Offer by the Client (including acceptance by confirmation made by the Client online on the Website), which must not contain any additions, reservations, restrictions, deviations, or other changes, nor refer to any other terms and conditions than these GTCs unless expressly agreed otherwise by the Contracting Parties. In case of reservations by the Client to the Offer, the Contracting Parties may agree on its amendment to another version, even repeatedly, until the Contracting Parties reach an agreement on all the essentials of the contractual relationship.
By concluding the Agreement, the Contracting Parties declare that they have duly familiarized themselves with the text of all documents and annexes that are part of the Agreement and are aware of their meaning.
III. RIGHTS AND OBLIGATIONS OF THE CONTRACTING PARTIES
- The Contracting Parties undertake to act in mutual agreement and respect the rights of the other Contracting Party and to observe the rights and legitimate interests of the other Contracting Party when fulfilling the Agreement. The Contracting Parties are obliged to proceed with due professional care, according to their best knowledge, and to observe all rights and obligations stipulated by the Agreement when ensuring the subject of the Agreement.
- OBLIGATIONS OF ARTIN. ARTIN undertakes:
- to provide the Client with the Product, including the delivery of HW, Support, Installation of the Product, and possibly other agreed services in the term, scope, and quality agreed upon in the Agreement;
- to perform all professional work through qualified employees.
- OBLIGATIONS OF THE CLIENT. The Client undertakes:
- to pay ARTIN on time and properly the remuneration for the Product or other services related to the Product to the extent specified in the Agreement;
- to provide ARTIN with all information, documents, and data necessary for providing performance to the Client under the Agreement, which are free of legal and material defects and will not be encumbered by the rights of third parties;
- to provide ARTIN with the cooperation necessary for the Installation of the Product and its commissioning;
- to ensure access to the necessary workplaces and Client’s premises, if necessary, to ensure access to the operated application software and hardware equipment of the Client for the purpose of fulfilling the Agreement,
- to ensure compliance with all applicable laws, in particular those relating to intellectual property rights when using the Product or accessing the Product by its employees and third parties.
- USE OF THE PRODUCT BY THE CLIENT. The Client is entitled to use the Product or deal with it exclusively for the agreed purpose, i.e., as a virtual assistant to represent human power at reception, gatehouse, as a guide, or switchboard operator. The Client undertakes not to carry out any activity that could enable him or third parties to use the Product without authorization. The Client acknowledges that it is strictly forbidden:
- to perform any scraping, reverse engineering, or unauthorized modification of the Product;
- to decompile the Product, modify it at the code level (interfere with the binary code or source code), except for the anticipated user settings, or otherwise change its functionality, reproduce it, or process the code;
- to distribute or create copies of the Product;
- to examine, study, or test the functionality of the Product for the purpose of discovering the ideas and principles on which it is based with the potential goal of uncovering the principle of operation and creating a similar product.
- PLACE OF PERFORMANCE. Performance under the Agreement will be provided according to the suitability and nature of the given performance, usually at the Client’s headquarters, its branches, or another place agreed with the Client, and the Client undertakes to provide all necessary cooperation for such performance.
IV. LICENSING AGREEMENT
- STATEMENT. For the purposes of the Agreement, ARTIN declares that ARTIN has all the necessary authorizations, i.e., either is the exclusive executor of the copyright to the computer program representing the Product, or has the rights and consents to deal with the computer program, or it is a computer program whose licenses allow ARTIN to use this computer program even without a defined consent. ARTIN declares that the use of the Product is not in conflict with the copyrights or other rights of third parties, and that nothing prevents ARTIN from providing the Product to the Client in the scope specified in the Agreement.
- By the Agreement, ARTIN grants the Client a license to use the Product for the purpose defined by these GTCs, as a non-exclusive license, without territorial restrictions, and for the duration of the Agreement. The Client is not entitled to grant a sublicense to the Product to any third party.
- To eliminate any doubt, ARTIN is in no case obliged to provide, make available, or disclose any source codes to the Product. The Client declares that it will take all necessary measures to prevent unauthorized use, distribution, or copying of any part of the Product as a whole or its individual parts.
V. HARDWARE DELIVERY
- HARDWARE DELIVERY. As part of the Product, the related Hardware necessary for operating the Product at the Client’s location will also be delivered. The Client has the option to choose from two variants of Hardware delivery, either in the form of purchase of Hardware by the Client.
- PURCHASE. In case of purchase of Hardware by the Client, the ownership rights to the delivered Hardware pass to the Client upon delivery and full payment of the purchase price for the Hardware, and the risk of damage to the Hardware passes to the Client upon its receipt by the Client.
- Unless otherwise agreed by the Contracting Parties in the Agreement, the Installation will be performed as follows:
- setting up the Product;
- placement or delivery of the Product to a location specified by the Client, or personal pickup at the ARTIN company;
- basic training of the Client in the operation of the Product and handing over all necessary instructions for operating the Product;
- extended training of the client for creating and editing scenarios – so-called workshop, if agreed by the Contracting Parties in the Agreement;
and all this within the deadline agreed in the Agreement.
- It is considered that the Installation is provided on time if ARTIN enables the Client to use the Product, or to start verifying its functionality, no later than the deadline agreed in the Contract for the performance of the Installation.
- FUNCTIONALITY VERIFICATION. The Client is obliged to check the functionality of the Product immediately after the Installation, when ARTIN has enabled the use of the Product, and after the completion of the Installation and the functionality verification, to confirm (in writing in paper form or electronically) the handover protocol and submit it to ARTIN, or to inform ARTIN about the defects found during the verification in the handover protocol.
- HARDWARE RECEIPT CONFIRMATION. By signing the handover protocol, the Client also confirms the receipt of the Hardware into ownership or rental.
- USER SUPPORT. ARTIN provides the Client with basic user Support in case of Product malfunctions or defects for free, either through telephone support at the phone number or at the email address specified in the Contract, or by using the contact form available on the www.areception.com website, on working days from 9:00 to 16:00 CET. The user support also includes service support for Hardware. Free user support does not include Hardware support if the Hardware has been damaged by the Client or a third party other than ARTIN. In such a case, the Client will be charged a fee according to ARTIN’s price list. The Client is obliged to describe the detected Product defects to ARTIN immediately upon their discovery, along with a description of the situation and activity that led to the defect, and all known circumstances in a truthful and undistorted form. ARTIN undertakes to resolve the Product defects specified in the Support request on a “best effort” basis to ensure the flawless operation or use of the Product by the Client.
- EXCLUSIONS. ARTIN is entitled to modify the software part of the Product at any time for the purpose of its expansion, improvement, updating, or error removal. The Client is obliged to accept and respect these changes in the form of updates. If the implementation of these changes would require an exclusion of the Product, ARTIN is entitled to suspend its operation to the extent necessary to carry out these changes.
VIII. PRICE AND PAYMENT TERMS
- The price for the Product, Hardware, and any additional services provided with the Product will be agreed upon by the Contracting Parties in the Contract. Unless otherwise agreed between the Contracting Parties, the prices are agreed in EUR and are stated without VAT, to which VAT will be added in accordance with the current valid legal regulations.
- PRICE FOR THE PRODUCT. The Client undertakes to pay ARTIN a licensing fee for the Product agreed by the Parties as a monthly payment for using the Product. Unless otherwise agreed in the Contract, the Client will be invoiced the licensing fee for the Product for each month of provision, with invoicing being carried out on the first day of the following month, which corresponds to the month in which the Product will be provided to the Client. For the first month of providing the Product, the Client is only billed a prorated part of the month from the date the Product provision starts. The Client can pay the license fee for the entire year in advance, and in this case, they will receive a discounted price – twelve months for the price of eleven.
- PRICE FOR HARDWARE. The payment for the supply of Hardware provided together with the Product based on the Contract can be paid according to the chosen Hardware delivery option, i.e., either as a one-time purchase price for Hardware in the amount agreed by the Contracting Parties in the Contract.
- PRICE FOR ADDITIONAL SERVICES. The payment for any additional services related to the Product will always be agreed individually by the Contracting Parties in the Contract and will be invoiced to the Client in accordance with the agreement of the Contracting Parties.
- INVOICING. ARTIN is entitled to issue an invoice for the provision of the Product, Support, and possible Implementation in accordance with these GTC. The invoice must meet all the requirements of a tax document in the sense of the relevant legal regulations.
- DUE DATE. The due date of invoices is agreed at 14 days. The payment of the invoice will be made by bank transfer to the ARTIN account stated on the invoice. The decisive date for timely payment is always the day when the payment was credited to the ARTIN account. Payments received on the ARTIN account, regardless of the specified purpose, ARTIN is entitled to use according to its discretion first to cover the always oldest due receivable from the Client.
- ELECTRONIC INVOICING. In accordance with § 26 of the Value Added Tax Act, the Client provides ARTIN with consent to issue and use a tax document (invoice) in electronic form, whereby electronic invoices will be sent to the Client only electronically either to the Client’s email address or in another way approved by the Contracting Parties.
IX. PROTECTION OF CONFIDENTIAL INFORMATION
- The Contracting Parties jointly acknowledge that during the provision of the Product under the Contract, there will be mutual communication of information that the Contracting Parties consider confidential and have no interest in their disclosure.
- DEFINITION OF CONFIDENTIAL INFORMATION. The Parties consider as confidential information all information that meets the following criteria simultaneously:
- it is information or documentation provided by one Party (the “Disclosing Party“) to the other Party (the “Receiving Party“) in oral or written form, and
- it is information or documentation that can be considered a fact of competitive significance, identifiable, evaluable, and generally not available in relevant circles, which is to be kept confidential according to its originator or owner.
- For the avoidance of doubt, the Parties acknowledge that for the purposes of the Agreement, they also consider as confidential information:
- information on the rights and obligations of the Parties, as well as information on the prices agreed between the Parties by the Agreement;
- information relating to one of the Parties, its supplier or customer, in particular information about its activities, structure, financial results, know-how;
- all technical information, in particular information about products, product development, or descriptions of functions, performance, specifications, or tender documentation and other technical documents, including manuals, technical procedures and processes, and other professional knowledge, especially technical knowledge;
- all confidential information and data that the Client inserts on ARTIN servers through the Product.
- Information is not considered confidential if:
- it has become publicly accessible, provided that this has not occurred due to a breach of the obligation to protect it by the Party;
- obtained by the Receiving Party based on a procedure independent of the contractual relationship established by the Agreement or the other Party, provided that the Receiving Party is able to prove this fact;
- provided by a third party who has not obtained such information in breach of the obligation to protect it;
- it has been disclosed by the Receiving Party with the prior written consent of the Disclosing Party.
- HANDLING CONFIDENTIAL INFORMATION. The Parties undertake to protect, respect, and not disclose this confidential information to third parties, even as a result of negligence, not to use any confidential information of the Disclosing Party for their own needs, for the needs of their own business, or for the needs of any third party, without the prior written consent of the Disclosing Party.
- The Receiving Party undertakes to make all reasonable efforts to prevent access to the confidential information mentioned above by any unauthorized third party and to protect confidential information in at least the same manner as it protects its trade secrets, but always in a manner customary for the protection of such confidential information.
- The Receiving Party is entitled to disclose confidential information only to those employees, representatives, cooperating entities, consultants, or legal advisors who need to know this confidential information for the proper performance of their activities. At the same time, the Receiving Party is obliged to bind these entities to comply with the rules for handling confidential information at least to the extent specified in these GTC. The Receiving Party is fully responsible for any breach of obligations related to confidential information committed by a third party whom this Party has bound or should have bound to keep confidential information confidential.
- For the avoidance of doubt, it is stipulated that all confidential information remains the property of the Disclosing Party and no rights or other entitlements relating to this information are granted to the Receiving Party.
- The Disclosing Party acknowledges that the Receiving Party is obliged to disclose some of the confidential information to state authorities in exceptional cases expressly provided for by law. In such a case, the Receiving Party is obliged to inform the Disclosing Party immediately after being requested by the state authorities to disclose this information and about the scope of the requested disclosure.
- The Receiving Party undertakes to handle confidential information for the entire duration of the confidential information, even after the termination of the contractual relationship between the Disclosing and Receiving Parties, when this information could be used, unless this information is published or made available.
- EMPLOYEE TAKEOVER. The Parties also undertake not to directly or indirectly approach, attract, or offer employment to any person employed or cooperating with the other Party for the duration of the Agreement and for at least 12 months after the termination of the Agreement, without the prior written consent of the other Party.
X. PERSONAL DATA HANDLING
- ARTIN processes personal data in accordance with 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 (the “GDPR“) and Act No. 110/2019 Coll., on the processing of personal data, as amended. Information on the principles and procedures for processing personal data by ARTIN is provided in the Information on the Processing of Personal Data, which is published at [to be filled in], (“Information on the Processing of Personal Data“).
- If ARTIN provides the Client with data storage space within the Product for the purpose of storing the Client’s data, the Client acknowledges that in relation to personal data stored on ARTIN servers, the Client acts as the controller of personal data and ARTIN acts as the processor of personal data.
- ARTIN declares that the Service complies with the conditions for the security of personal data within the meaning of Article 32 and following of the GDPR. The Service complies with the conditions for:
- the ability to ensure continuous confidentiality, availability, and resilience of the processing system;
- the ability to restore the availability of personal data and access to them in a timely manner in the event of physical or technical incidents;
- regular testing, assessment, and evaluation of the effectiveness of the implemented technical and organizational measures to ensure the security of processing;
- security of access and security against unauthorized access to personal data.
- ARTIN declares that the data that the Client has or will have stored on ARTIN servers will be physically stored in the territory of the Czech Republic, or EU countries.
- ARTIN is not responsible for whether the Client as the controller of personal data has legal titles for the processing of personal data.
- ARTIN, as the processor of personal data, keeps records of all categories of processing activities carried out for the Client in a manner appropriate to Article 30(2) GDPR, to the extent specified in the cited GDPR article.
- The Client agrees that ARTIN processes and analyzes the Client’s data for the purpose of improving and expanding the Product and its quality for the Client.
- PERSONAL DATA PROCESSING AGREEMENT. By concluding the Agreement, these GTC automatically also conclude a Personal Data Processing Agreement under Article 28 GDPR with the following content:
Subject of processing: The subject of processing is personal data that the Client stores on ARTIN servers according to the rules contained in the Agreement.
Processing Time: ARTIN processes personal data for the duration of the Agreement and subsequently for a period of 30 days from the date of termination of the Agreement, unless the Contracting Parties agree otherwise.
Nature and Purpose of Processing: The purpose of processing is to fulfill obligations under the Agreement, in particular to provide data space for the purposes of storing Client’s data through the Product.
Type of Processed Personal Data: Cannot be specifically specified. It will be personal data for the possibility of contacting persons from the Client’s reception, i.e., mainly name, surname, phone, email.
Categories of Data Subjects whose Personal Data are Processed: Cannot be precisely specified. It will concern all natural persons who want to have the opportunity to be contacted from the Client’s reception, especially the Client’s employees, cooperating persons, etc.
ARTIN’s Obligations as a Personal Data Processor: ARTIN undertakes to:
- process personal data only on the basis of documented instructions from the Client;
- ensure that authorized ARTIN employees who come into contact with personal data are bound by confidentiality;
- implement appropriate technical and organizational security to ensure a level of security corresponding to the given risk;
- take into account the nature of the processing and assist the Client through appropriate technical and organizational measures in fulfilling the Client’s obligation to respond to requests for the exercise of data subject rights set out in Chapter III of GDPR (Data Subject Rights);
- assist the Client in ensuring compliance with the obligations under Articles 32 to 36 of GDPR (Personal Data Security), taking into account the nature of the processing of information available to ARTIN;
- promptly report to the Client cases of personal data security breaches, reporting on the case of personal data security breaches will be carried out in accordance with Articles 33 and 34 of GDPR;
- provide the Client with all necessary information to demonstrate that the above obligations have been fulfilled and allow the Client to control the fulfillment of these obligations. In case of control, ARTIN undertakes to provide the Client with cooperation;
- in accordance with the Client’s decision, either delete all personal data or return it to the Client after the termination of the provision of the Product and delete existing copies, unless the legal regulations stipulate the obligation to store the personal data;
- take such measures as to prevent unauthorized or accidental access to personal data, their alteration, destruction or loss, unauthorized transfers, their other unauthorized processing, as well as any other misuse of personal data.
OTHER PROCESSORS: The Client agrees that ARTIN may involve other processors in the processing of personal data. However, ARTIN is obliged to bind them to the same extent as this article of the T&C and GDPR.
XI. LIABILITY FOR DAMAGE
- ARTIN is responsible for ensuring that the Product has the features and functionality that allow its proper use and has no legal defects.
- PREVENTION OF DAMAGE. The Contracting Parties undertake to continuously make maximum efforts to prevent damage and minimize the damage incurred. The Contracting Parties undertake to notify the other Contracting Party without undue delay of the circumstances excluding liability for proper performance of the Agreement. The Contracting Parties undertake to make maximum efforts to avert and overcome the circumstances excluding liability.
- EXCLUSION OF LIABILITY OF CONTRACTING PARTIES. Neither of the Contracting Parties shall be liable to the extent permitted by applicable law for:
- damage resulting from materially incorrect or otherwise erroneous assignment received from the other Contracting Party if the party required to perform under such assignment could not, despite exercising all due care, recognize that it was an erroneous assignment;
- damage resulting from delay in performance of obligations by the other Contracting Party;
- lost profit of the other Contracting Party and claims of third parties against the other Contracting Party;
- for delay caused by circumstances excluding liability, where circumstances excluding liability are considered an obstacle that occurred independently of the will of the obliged party and prevents it from fulfilling its obligation if it cannot reasonably be assumed that the obliged party would have averted or overcome this obstacle or its consequences and further, that it would have anticipated the obstacle at the time of its occurrence. Liability is not excluded by an obstacle that arose only at the time when the obliged party was in delay in fulfilling its obligation or arose from its economic circumstances. The effects excluding liability are limited only to the duration of the obstacle with which these obligations are connected.
- EXCLUSION OF ARTIN’S LIABILITY. ARTIN is not liable for damage to the Client caused by reasons of temporary partial and/or complete unavailability of the Product to the extent permitted by applicable law and these T&C, and also for any direct or indirect damage caused in particular by:
- improper use of the Product;
- operational incidents caused by changes in the system environment made by the Client or a third party;
- technical or other limitations on the part of the Client or caused by a third party, which are the cause of the Product’s malfunction;
- non-compliance with minimum system or other requirements for the operation of the Product;
- infection of the Client’s local network or computers with computer viruses (spyware, malware, ransomware, etc.), or attacks by hackers or other similar external attacks;
- damage caused by improper functioning of technical equipment, operating system or network of the Client;
- objective impossibility of performance on the part of ARTIN and other circumstances that are not within the power of ARTIN (e.g. bandwidth and speed of the Internet network, quality or change in connection of third parties, etc.),
- breach of the Client’s obligation to provide cooperation or co-action;
- in connection with the content of communication within the Product with users or visitors of the Client’s web portal or third parties.
- LIMITATION OF LIABILITY. In the event of damage to the Client, the Contracting Parties have agreed to limit the compensation for any damage incurred by the Client so that the total compensation for damage is limited to the amount of the monetary performance received by ARTIN from the Client under the Agreement for the last calendar quarter.
XII. SANCTION AGREEMENT
- In case the Client does not pay the price for the Product, Support or Implementation within the due date, ARTIN is entitled to suspend the provision of the Product until the price for the Product, Support or Implementation is fully paid, without the suspension of the provision of the Product being considered as a breach of obligations on the part of ARTIN. ARTIN’s claim for payment of the price for the Product for the period of suspension of the provision of the Product according to the previous sentence of this paragraph is not affected.
- If the Client is in delay with the payment of any amount under the Agreement, ARTIN is entitled to claim payment of a contractual penalty of 0.05% of the due amount for each day of delay, even if started;
- In case of breach of the provisions on handling confidential information by the Receiving Party, the Disclosing Party is entitled to claim from the Receiving Party a contractual penalty of EUR 10,000€ for each individual breach.
- In case the Client does not return the Hardware in the agreed time, which is rented, the Client undertakes to pay ARTIN a contractual penalty of EUR 50€ for each day of delay.
- OBJECTIVE IMPOSSIBILITY OF PERFORMANCE. If the delay of either of the Contracting Parties occurred due to objective impossibility of performance, it is considered that the delay did not occur for the entire duration of these reasons. The Contracting Party to which the reasons for the objective impossibility of performance apply is obliged to inform the other Contracting Party without delay about the duration of the reason for the objective impossibility of performance.
- DAMAGE COMPENSATION. Payment of the contractual penalty under this article of the T&C or other provisions of the Agreement does not affect the right of the injured party to compensation for damage caused by breach of obligation, subject to the conditions set out in these T&C.
XIII. TERMINATION OF THE AGREEMENT
- DURATION OF THE CONTRACT. Unless otherwise agreed between the Contracting Parties, the Contract is concluded for an indefinite period with the possibility of its termination by notice, withdrawal from the Contract, or agreement of the Contracting Parties under the conditions specified below in these GTC.
- WAYS OF TERMINATING THE CONTRACT. Unless otherwise agreed between the Contracting Parties, the Contract may be terminated:
- Upon the expiration of the period for which the license fee for the Product is paid, unless the Contracting Parties agree on an extension;
- By notice from ARTIN, without stating a reason and with a notice period of 2 months, the notice period starting on the day of delivery of the notice to the Client;
- by withdrawal from the Contract. Each party may withdraw from the Contract for a substantial breach of obligation by the other Contracting Party, in particular:
- in case of non-fulfillment of the obligation under the Contract, provided that the breaching Contracting Party has not rectified the situation within 30 days of receiving a written notice specifying the breach of the contractual obligation;
- ARTIN is entitled to withdraw from the Contract in case of the Client’s delay in payment of monetary performance under the Contract for more than 30 days;
- ARTIN is entitled to withdraw from the Contract in case the Client uses the Product in contradiction with the Contract and does not remedy this defective situation even upon the request of ARTIN with a deadline for rectification of at least 7 days from the delivery of such request;
- in case a competent court has made a final decision on the insolvency of the other Contracting Party within the meaning of § 3 of Act No. 182/2006 Coll., the Insolvency Act, as amended; or
- the other Contracting Party enters into liquidation, either by a decision of the competent court or by the authorities of the other Contracting Party; in which case the withdrawal is effective on the day of its delivery to the other Contracting Party, or on a later date stated in the written withdrawal.
- by agreement of the contracting parties.
- CONSEQUENCES OF TERMINATION OF THE CONTRACT. The Client acknowledges that upon termination of the Contract, the termination takes effect ex nunc and the Client is not entitled to a refund of any monetary payments for the already provided Product or any other services under the Contract. In case the Contract between the Contracting Parties is terminated on a day other than the last day of the month, the Client will be charged only a proportional part of the month until the date of termination of the provision of the Product. The termination of the Contract does not extinguish provisions that, according to the law or the Contract, are to last even after the termination of the Contract. In particular, the termination of the Contract does not extinguish the claim for damages or contractual penalty under the Contract. The termination of the Contract also does not affect the agreement of the Contracting Parties on the handling of confidential information.
XIV. FINAL PROVISIONS
- COMMUNICATION. Communication between the Contracting Parties takes place at the level of contractual or authorized representatives of both Contracting Parties through e-mail to the contact e-mails approved by both Contracting Parties. This does not affect the possibility of the Contracting Parties to communicate through statutory bodies or by mail through the holder of a postal license.
- In case of any change in the data of the Contracting Parties, the Contracting Party in which such changes occur must send a notification of the change to the other Contracting Party within five (5) calendar days from the day of the relevant change. The Contracting Party that violates this obligation shall bear all adverse consequences and risks of the lack of relevant information of the other Contracting Party.
- REFERENCE. ARTIN has the right to use the Client’s trade name as a reference customer for informing third parties. The Client expressly agrees with this fact.
- DEVIATING AGREEMENTS FROM THE CONTRACT. In case the provisions of these GTC differ from the Contract, the provisions of the Contract, as an individual agreement between the Contracting Parties, take precedence over these GTC.
- GOVERNING LAW. The Contract is governed by and interpreted in accordance with the laws of the Czech Republic, regardless of the collision of legal orders.
- DISPUTE RESOLUTION. The Contracting Parties undertake to resolve any disputes arising from the Contract and in connection with it primarily by mutual agreement. For this purpose, the Contracting Parties undertake to initiate out-of-court negotiations between the Contracting Parties before initiating proceedings before the competent court or other state authority, i.e., negotiations of authorized representatives of the Contracting Parties. Only if the dispute concerning the Contract or related legal relationships is not resolved amicably within one (1) month from the occurrence of the dispute, the Contracting Parties are entitled to resolve this dispute in court. The Contracting Parties have agreed that all disputes arising from the Contract will be resolved exclusively by a court in the Czech Republic. Local jurisdiction will be determined according to the registered office of ARTIN.
- LANGUAGE. These GTC are made in the Czech language.
- CHANGE OF GTC. ARTIN is entitled to unilaterally change the GTC to a reasonable extent. ARTIN is obliged to announce the fact that the GTC will be changed in electronic form (e.g., by electronic e-mail communication) to the Client’s contact address, at least 2 months before the effective date of the new version of the GTC. The Client has the right to refuse the changes to the GTC by sending a notice in writing in paper form or by e-mail sent to the address of ARTIN; the notice period is agreed in the length corresponding to the number of days remaining until the effectiveness of the new version of the GTC. If the Client does not refuse the changes to the GTC that have been duly notified to him by the time the new version of the GTC takes effect, the relationship from the Contract is governed by the new version of the GTC in the wording in which it was notified to the Client.
- EFFECTIVENESS OF GTC. These GTC in the current version are valid and effective from June 20, 2023.