1.1. These General Business Terms and Conditions (hereinafter also just “GTC“), issued inharmony with § 1751 et seq. of Act no. 89/2012 Coll., the Civil Code, as amended(hereinafter also just “CC“), lay down mutual rights and liabilities between the provider, Beecom Prague s.r.o., limited liability company, with registered offices at Pavla Beneše 775/2, Letňany, 199 00 Prague 9, entered in the Commercial Register under Section C and file number 289060, the CR maintained by the Municipal Court in Prague (hereinafter also just the “Provider“), and a user.
1.2. The user pursuant to the previous paragraph 1.1 hereof may be any natural person -businessman - or legal entity executing the contract with the Provider in relation to their trading or other business enterprising activity (hereinafter also just the “User“, the Provider and the User hereinafter collectively also just “Contracting Parties“).
1.3. These GTC relate to business contracts for the services defined in Art. 2 below herein, including complementary services, which contracts become integral parts hereof by the process described in Art. 3 hereof.
2.1. The Provider agrees by the Contract, in compliance herewith, to provide the following to the User:
2.1.1. A platform for Beecom web site administration, consisting in provision of service for development and management of web site templates, including complementary functionalities, in the scope and under the terms and conditions defined in detail in Article 5 below herein (hereinafter also just the “Service“)
2.1.2. Services comprising initial configuration of the Service and assistance in initial migration, under the terms and conditions defined in Article 7 below herein (hereinafter also just “Onboarding Services“)
2.1.3. User support, under the terms and conditions defined in Article 8below herein (hereinafter also just “User Support“)
2.1.4. Services of complementary cloud hosting, under the terms and conditions defined in Article 8 below herein (hereinafter also just “Complementary Services“) according to the selected tariff pursuant to Article 4 hereof
2.2. The User hereby agrees to pay the Provider the price pursuant to Article 12 hereof
3.1. The Contract shall be executed on the basis of a Demand submitted by the User by means of a web site reference https://www.beecom.io/request-pricing (hereinafter also just the “Demand“) and the related Offer e-mailed by the Provider, including delivery of the current version hereof (hereinafter also just the “Offer“). The Contract shall become effective at the moment of the Offer confirmation by the User (hereinafter also just the “Acceptance“ and the “Contract“).
3.2. The Offer shall also include specification of the particular tariff pursuant to Article 4, including details of Complementary Services, Onboarding Services or ComplementaryHosting.
3.3. To avoid any doubt, the Contracting Parties may also execute the Contract in a way other than as defined in this Article 3, provided that the agreement of the Contracting Parties about the scope of the provided Services and the Price of the Services clearly follow from the act (including but not limited to approval of the Provider´s Offer by the User through the User Account).
4.1. The Service is provided on the basis of tariffs pursuant to the following Table showing the binding parameters of the individual attributes of the Service:
4.2 if the User wishes to be transferred to another Tariff the Provider´s consent and the Contract amendment are required.
4.3. If the User exceeds any binding parameter of the Tariff in any of the attributes three times in succession, the Provider shall be entitled to transfer the User into a higher Tariff, or otherwise amend the terms of the Contract and/or of the Service provision, including but not limited to charges for further cases of parameter exceeding. The Provider hereby agrees to inform the user about this step in advance.
4.4. If the User exceeds any binding parameter of the highest Tariff in any of the attributes three times in succession, the Provider shall be entitled to transfer the User into an individualTariff, or otherwise amend the terms of the Contract and/or of the Service provision, including but not limited to charges for further cases of parameter exceeding. The Provider hereby agrees to inform the user about this step in advance.
5.1. Since the moment of the Contract execution the Provider shall make the User´s User Account operable (hereinafter just the “User Account“) and permit the User´s use of the Service according to the selected Tariff and the related parameters. The Provider may permit the User´s log in the User Account before permitting use of the Service, especially for the purpose of the Offer acceptance in the sense of Article 3 hereof.
5.2. The Provider shall be liable to assure operation of all its software and hardware needed for the Service provision. The User hereby agrees that the Services are operated and provided as"SaaS“ ("Software as a Service“); hence the liability of the Provider for operation of these software and hardware means for Service provision shall be limited to the scope pursuant toArticle 18 below herein.
5.3. The Provider shall also be entitled to change Service, its technical design and/or user interface of the User Account.
5.4. The Provider shall also be entitled to provide or operate the Service by means of third parties.
5.5. The Provider hereby agrees to secure the Service and the processed data against any unauthorized third party interference.
5.6. The Provider shall further be entitled to transfer its rights and liabilities following from this Contract or the Contract as a whole on to a third party with which the User hereby expresses its consent.
6.1. If so agreed between the Contracting Parties in the Contract, the Provider shall provide theUser with Onboarding Services, on the basis of the Onboarding Service Price List (hereinafter also just “Onboarding Price List“), on the basis of the selected Tariff specified in theOnboarding Price List.
7.1. Since the moment of the Contract execution the Provider shall permit the User to use theUser Support Service, consisting in the Provider´s assistance in the Service setting and use, by means of the User´s User Account.
7.2. Subject to the selected Tariff, the Provider shall permit the User to raise individual requests by means of a ticketing system (HelpDesk), phone contract or by means of a dedicated representative whose contact data shall be provided to the User in their User Account.
7.3. The Provider hereby agrees, in compliance with the selected Tariff, to respond to the User raised requests and assist the User with Service setting, within the response times specified in the respective Tariff definition.
7.4. The User hereby agrees that they can raise altogether 5 requests for User Support per calendar month. in the case of more raised requests the Provider shall be entitled to charge the response or provide the response in the following calendar month.
8.1. The User shall be entitled to order Complementary Services in addition to the Service consisting in the purchase of:
8.1.1. A complementary session;
8.1.2. A complementary repository and hosting services;
8.1.3. Connection to third party services via the Supplier.
8.2. Unless otherwise agreed the Complementary Service order shall be placed via the User Account or by email.
9.1. The Provider shall in the first place be entitled to restrict or suspend the functionality of theService and access to the Service for the minimum period necessary for maintenance or repair or for another reason on the side of the Provider or third parties. The provider shall further be entitled to restrict the Service if the User commits serious breach hereof, of the Contract or of applicable legislation, including but not limited to publication of highly objectionable content.
9.2. The Provider shall be entitled to amend these GTC, without effect on the rights and liabilities of the Contracting Parties constituted in the course of the effectiveness period of the previous version of the GTC. Amendments shall be notified by the Provider to the User by means of the user interface of the Service and/or by e-mail message to the e-mail address of the User provided on registration (or entered in the Provider´s database) and/or by publication of the new version of these GTC on the web site of the Provider.
10.1. The User shall be liable to pay the price of the Service to the Provider pursuant to Article 11 hereof.
10.2. The User hereby agrees to use the Services in the manner not infringing the rights of the Provider or other users, especially to use the Service in the intended manner, not to overload the Service and not to operate other activities that might restrict the Service or cause damage.
10.3. The User shall be liable to populate the Service order form with correct contact data for the purpose of billing and communication with the Provider and to keep these data up to date. Liability following from the statement of incorrect, incomplete or outdated information shall be borne exclusively by the User.
10.4. The User shall be liable to protect its Service access data against third party abuse.
10.5. The User hereby agrees to inform the Provider immediately of any failures of or defects using the procedure described in Article 18 hereof.
10.6. The User shall be liable to provide the Provider with the necessary assistance needed for the assurance of correct Service provision, including:
10.6.1. Provision of access/authorization for access to its systems containing source data processed in the context of the Service;
10.6.2. Provision of periodic data uploads from selected systems containing source data needed for correct Service provision.
11.1. The prices of the Service, Onboarding Services and Complementary Services shall be specified in the Offer on the basis of the Provider´s Price List to be sent by the Provider to theUser together with the Offer (hereinafter also just the “Price List“). To avoid any doubt, theContracting Parties may agree on other Prices or another Price List. To avoid any further doubt all price are V.A.T. Exclusive and net of any other regulatory charges.(hereinafter also just the “Price")
11.2. The Price can be paid:
11.2.1. On-line by payment card, through a payment gate (such as but not limited to GoPay);
11.2.2. Or in another way with prior written permit of the Provider granted to the User.
11.3. The price shall be charged monthly in ten days before the beginning of the following month. The Provider hereby agrees to confirm receipt of any payment by an e-mailed receipt confirmation.
11.4. Potential bank charges (costs of payment) shall be borne by the Contracting Party to which they arise (i.e. each Party shall pay its own bank charges). The costs of foreign transactions are always borne by the User in their full amount.
11.5. The Provider shall be entitled to changes of the Price List at any time. No change of the List Prices shall affect the currently agreed Price until the end of the respective ServicePeriod or change of the contracted Service, or Service Period extension pursuant to 12.2 hereof. The Price shall always be agreed on the basis of the Price List valid as at theAcceptance date, or as at the Service Period extension date pursuant to 12.2 hereof
11.6. The Provider can provide the User with a free trial period for the length specified by the Provider and under the terms and conditions of the Provider (hereinafter "Trial Period“).The Services shall be provided free of charge during the Trial Period, except for the Onboarding Services. The Trial Period shall start by the Contract execution date, unless otherwise specified by the Provider. The Trial Period shall be terminated after its period lapse. The Trial Period shall also be terminated by payment of the Price of the Service by the User.
11.7. If the User is dissatisfied with the Service and withdraws from the Contract pursuant to section 13.1.5 hereof before the end of the first paid period then the Provider shall return to the User the price paid for the first month of the Service use, except for the price of theOnboarding Services.
12.1. The Contract is executed for a fixed term of 1 year from its execution date, unless otherwise specified therein (hereinafter “Service Period“).
12.2. Unless the User notifies the Provider at least one month before the end of theService Period that the User is no longer interested in extending the Service Period then theService Term shall be extended automatically by the same length of the Service Period specified in the Contract. The price of the Service for the extended period shall be specified pursuant to the Price List of the Provider valid as of the last calendar month of the originalService Period.
12.3. The User shall be entitled to refund of the proportional part of the price of the relevant Service terminated for reasons on the side of the Provider before the expiry of theService Period. The amount of the refunded Price to the total Price paid shall correspond to the unused proportion of the Service as a percentage of the total Service Period.
13.1. The Contract can be terminated before the expiry of the Service Period by:
13.1.1. Agreement of the Contracting Parties;
13.1.2. Withdrawal notice of the Provider;
13.1.3. Withdrawal for regulatory reasons or for reasons defined hereby;
13.1.4. Withdrawal of the User before the Trial Period end.
13.1.5. Withdrawal of the User before the end of the first paid period pursuant to 11.7 hereof.
13.2. The Provider shall be entitled to withdraw from the Contract at any time with a 1-month notice period.The notice period shall start on the day following delivery of the withdrawal notice to the User. The notice may also be delivered electronically to the email address of the User specified in the Contract.
13.3. The Provider shall be entitled to withdraw from the Contract in the case of a substantial breach of the Contract by the User. Substantial breach includes but is not limited to the following:
13.3.1. Delay of the User in payment of a payable receivable of the Provider charged pursuant to the Contract for more than 14 days;
13.3.2. Repeated delays of the User in payments of payable receivables of theProvider charged pursuant to the Contract;
13.3.3. Violation of copyright of the Provider by the User;
13.3.4. Provision of the Service by the User to third parties without prior written consent of the Provider;
13.3.5. Repeated violations of any other liability of the User pursuant hereto or pursuant to the Contract.
13.4. Withdrawal from the Contract annuls all rights and liabilities of the ContractingParties except for:
13.4.1. Those whose nature or by will of the Contracting Parties makes them survive the termination, including but not limited to the rights and liabilities connected with damage compensation, contractual penalties, confidentiality or protection of the Provider´s copyright; and
13.4.2. The liability of the User to pay its payables, or the Price of the actually provided supply or its part.
14.1. The User hereby agrees with the fact that the Service is operated and provided as"SaaS“ (Software as a Service“), i.e. the User does not own or purchase the software comprising the Service itself, but only uses the Service for the Service Period for the agreedPrice of Service. As this procedure does not involve use of copyrighted work in the sense ofAct no 121/2000 Coll., on the copyright, the related rights and amendment to certain other acts (the “Copyright Act”), the User does not provide licence to the works represented by computer software. Considering this fact the User shall not be entitled to perform any amendments, reverse engineering, recompilation, transfer from the application source code, access to the source code or provision of the source code to any third party.
14.2. As concerns copyrighted works not meeting the condition defined in 14.1 above herein (hereinafter the “Work“), the Provider shall grant the User a non-exclusive licence for execution of the right of use in the scope necessary for proper use of the Service for theService Period (hereinafter also just the “Licence“), the charge for the Licence provision is included in the Price.
14.3. The User shall never be entitled to sublicense this right, and shall not be entitled to transfer the Licence, including to a member of its concern in the sense of the relevant provisions of Section 71 et seq. of Act no 90/2012 Coll., on Business Corporations andCooperatives, without prior explicit consent of the Provider.
14.4. The User shall not be entitled to reproduce the Work for the purpose of dissemination, disclosure, lease or lending to third parties unless the Provider has provided prior explicit consent. The User shall further not be entitled to exceed the scope of the licence agreed in the Contract or stipulated herein.
14.5. The User shall further be liable to observe all limitations applicable to the use of theService or its outputs and provided by law, the Contract or these GTC. The User further accepts that the databases accessible through the Service are further protected by special rights of the database author, which is the Provider. Unless otherwise agreed with theProvider in writing, authorized use of Copyright Protected Work or databases is limited by the scope and method specified herein. The User is particularly not allowed to use CopyrightProtected Work by reproducing (copying) it for the purpose of the achievement of direct or indirect economic or other benefit, and further by disseminating, lending, exhibiting or disclosing it in public (including on the Internet), or by unauthorized use of the database.
15.1. User personal data protection – i.e. where the Provider acts as the Controller of User personal data - is governed by the Principles of Personal Data Protection accessible on this link.
15.2. As the Service provision involves processing of personal data of customers or other persons, with the User as the Controller, the processing of these personal data is governed by the personal data protection conditions accessible on this link.
16.1. Data processed in the context of the Service (hereinafter "Data“) is placed on the server by the hosting provider.
16.2. The User agrees with Data upload, processing and storage by the Provider.
16.3. The User is fully responsible for the content of the Data processed in the context of the Service provision, as well a for the Data the industrial property rights to which are held by third parties. The User hereby agrees to only process Data in the framework of the Service for which they hold sufficient authorizations. Otherwise the User hereby agrees to fully compensate the Provider for damage caused by their violation of this commitment.
16.4. The User hereby agrees that any data provided to the Provider may be processed in the context of the Service. The Provider is entitled to use this Data any time in their depersonalized or aggregated form internally for further development of the Services or presentations of the Service and/or the Provider. Article 15 hereof is not affected by this.
17.1. The Contracting Parties are liable to keep confidential all facts forming proprietary information and private business information of the other Party. In this respect the User hereby agrees to assure that third parties shall not be acquainted with the scope and procedure of the Contract implementation and the related documents without the prior written consent of the Provider.
17.2. The User hereby agrees with the use of the logo and/or business name of the User by the Provider for the Service advertising and promotional purposes, including but not limited to publication of references on the Internet, etc. The User hereby grants the Provider time, place and quantity unlimited licence for the use of the logo and/or business name of theUser for all uses permitted by the Copyright Act of the Czech Republic. The Provider shall not be liable to use of this licence.
17.3. The Contracting Parties hereby exclude from the relationship between the Provider and the User acceptance of a proposal by the Provider for the execution of a contract (offer) with an addendum or deviation not significantly amending the conditions of the offer.
17.4. The Contracting Parties shall be liable to inform each other of all facts not included in the Contract that might affect the proper fulfillment of the contractual liabilities.
18.1. The issues of damage liability and compensation are governed by the terms of the Service Level Agreement, attached as annex hereto and available on this link (hereinafter “SLA“) and by this Article 18.
18.2. The Provider shall not be liable for damage caused by force majeure such as elements or natural disasters, accidents, public telecommunication network failures, war or terrorist attacks, Service interruptions caused by power cuts, server failures, etc. TheProvider shall not be liable for damage caused by failures of the Service or failures on the side of service providers and for damage caused by actions necessary for the assurance of the Provider´s Service operation (such as software updates, server configurations, etc.).
18.3. The Provider shall not be liable for services provided by third party subjects, their quality, quantity or any consequences, and for rights and liabilities connected with these services, accessory to them etc.
18.4. The Provider shall not be liable for the behavior of individual Users and their method of use of the Service, especially if not in compliance herewith or with the applicable legislation, and for damage or loss caused thereby.
18.5. The Provider shall not be liable for any payments, transactions or transfers performed by the User to pay the Price of the Service. The liability for these is with the providers of the payment (transaction) services and portals.
18.6. The Provider shall not be liable for the quality, availability and scope of the Service provided free of charge. The User shall not be entitled to withdraw from the Contract for the reason of any disagreement with the Service thus provided.
19.1. In the case of the Contract termination for any reason the User shall be liable to take the necessary steps to erase its Data, including but not limited to Data migration, and other steps connected with the Service use termination, in 10 days from the Contract termination.
19.2. If the User fails to comply with the above obligation pursuant to 19.1 hereof the Provider shall be entitled to charge the Price for the following months of use of the Service, including a penalty charge in the amount of half of the monthly Price for each commenced month (i.e. 150 % of the Price for each commenced month of the Service use after theContract termination).
19.3. To avoid any doubt, the Provider is entitled to limit the Service functionality after theContract termination.
20.1. In the case of the User´s delay in any payment pursuant to the Contract and pursuant hereto or the SLA the Provider´s right to charge a contractual penalty in the amount of 0.05% of the amount due for each commenced day of the delay shall be constituted.
20.2. In the case of violation of the confidentiality clause pursuant to 17.1 hereof the other Contracting Party shall be entitled to charge a contractual penalty in the amount of CZK20,000 for each case of the violation.
20.3. All contractual penalties shall be payable in 10 days from their charging by the otherContracting Party.
21.1. The Contract, these GTC and the relationships following from them or constituted by them shall be exclusively governed by the law of the Czech Republic, including but not limited to the CC.
21.2. All disputes arising from the Contract (i.e. From these GTC) and in relation to it shall be decided with final effect at the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its rules by one arbitrator elected by the Head of Arbitration Court. Regardless the above the User hereby agrees that the Provider is entitled - at its sole discretion - to apply its rights in any other jurisdiction competent pursuant to international regulations.
21.3. All communication, including but not limited to notices, calls, reminders, commercial information, etc. will preferably be delivered by the Contracting Parties by electronic means, i.e. by e-mail or by means of the User Account (if allowed by its technical setting) or by other appropriate methods, including via HelpDesk.
21.4. If any of the provisions hereof is found to be or becomes invalid, ineffective or unenforceable, then instead of the invalid provision a valid provision shall be used, the intention of which shall be as close as possible to the invalid provision. This shall not affect the validity, effectiveness and enforceability of the remaining provisions hereof or these GTCas a whole.
21.5. These GTC are made in Czech. The User hereby agrees that where the Provider has a translation of the Czech language version of these GTC done the translation shall be for information only and the Czech version shall always govern in the case of any discrepancy between the original and the translated version.
21.6. These GTC form an integral part of the Contract. In the case of a discrepancy between the content of the Contract and these GTC, the Contract provisions shall govern.These GTC have been made in electronic as well as printed format and are available on theUser Account and/or the web site of the Provider.
21.7. To avoid any doubt the Contracting Parties hereby exclude application of § 1751 (2)of the CC, whereas if the User tries to apply any other User terms and conditions the reference to them shall be invalid and solely these GTC shall apply.
21.8. These GTC come into effect as of 1 June 2019.