For services and related products provided by Disivo, pursuant to Section 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, to contracts for the provision of services using applications by Disivo s.r.o. (Disivo applications).
Smetanova 1022/19, 602 00 Brno, Czech Republic
registered in the Commercial Register maintained by the Regional Court in Brno under Case No. C 115814 (hereinafter referred to as „Disivo“).
Bank connection: 2066107002/5500
/hereinafter referred to as “Disivo” or “Provider”/
- These General Terms and Conditions /hereinafter also referred to as “Terms and Conditions”/ of Disivo regulate the mutual rights and obligations between the Provider and a third party in the course of their business or in the performance of their business /hereinafter also referred to as “Customer”/, arising in connection with or on the basis of individual service contracts and/or service specifications using the Provider’s applications /service contract and service specifications hereinafter referred to as “Contract”/.
- Provisions deviating from the terms and conditions may be agreed in the Contract. Deviating provisions in the Contract or other agreements between the parties shall prevail over the provisions of the Terms and Conditions.
- All contractual relations are concluded in accordance with the legal order of the Czech Republic. The provisions of the Terms and Conditions are an integral part of the Contract. The Contract and the Terms and Conditions are drawn up in the Czech language.
- The Provider may change or supplement the wording of the Terms and Conditions. The provider will publish the amended terms and conditions in an appropriate manner on the website www.disivo.com, as well as in its premises. This provision does not affect the rights and obligations arising during the validity of the previous version of the terms and conditions.
- By concluding the Agreement, the Customer confirms that he/she has read these Terms and Conditions and that he/she agrees to them. The Customer shall be sufficiently notified of the Terms and Conditions prior to the actual conclusion of the Contract and shall have the opportunity to become familiar with them. The concluded Contract is archived by the Provider for the purpose of its successful execution and is not accessible to third parties. These Terms and Conditions are published on the Provider’s website www.disivo.com.
Subject of contract
- The subject of the Contract is the obligation of Disivo to provide the Customer with the services defined and specified in detail in the Contract.
- The Contract is concluded at the moment of signing of the Service Provision Agreement by both parties, or at the moment of signing of the Service Provision Specification by both parties, or at the moment of e-mail confirmation of the draft Service Provision Specification by the Customer.
- To enable the start of the provision of services, the customer is obliged to provide the provider with the necessary data and information. The scope and type of such data and information is set out in a document marked “Disivo – Technical Documentation”, which is delivered to the Customer within 3 working days of the conclusion of the Contract.
- Poskytovatel po poskytnutí součinnosti ze strany zákazníka dle čl. 2 odst. 3 obchodních podmínek, tedy pod dodání nutných dat a informací, provede bez zbytečného odkladu nezbytné implementační práce vedoucí k zahájení poskytování služeb zákazníkovi.
Customer registration, user account setup
- For the correct provision of services, the Customer shall register an account in the application whose provision is requested and whose exact specification is expressed in the Agreement /hereinafter referred to as the “Application”/.
- By registering a customer account, the customer can access their user interface.
- Login is provided by user name and password, which the Customer shall receive in their e-mail.
Duration of the contract, termination of the contract
- The Services will be provided by the Provider to the Customer for the duration of the Contract. However, the provision of Services may be interrupted by the Provider:
- Services for the duration of an impediment on the part of the provider that objectively prevents the provision of any of the services specified in the contract, or
- in other cases where permitted by the Contract or these Terms and Conditions.
- The Provider has the right to unilaterally terminate the provision of services and withdraw from the Contract without further notice if the Customer’s default constitutes a material breach of the obligations arising from the Contract or the Terms and Conditions. In particular, the following shall be considered a material breach of the Contract:
- Customer is in default of any payment for more than 15 calendar days, or
- repeated non-performance of obligations under the Contract, the Terms and Conditions or other contractual documents, or
- use of the Services in violation of the Agreement, these Terms and Conditions or applicable law, good morals and generally shared ethical values.
- In the event of termination of the Agreement for the reasons stated in Article 4, Paragraph 2, Subsection 1 and/or 2) of the terms and conditions, the customer is not entitled to a refund of a proportional part of the paid price for the provision of services.
- In the event that the Contract is concluded for a fixed term, upon the expiration of the agreed term, the Contract is automatically extended for an indefinite period of time.
- The automatic extension of the Contract’s validity period, as stated in Article 4, Paragraph 4 of the terms and conditions, does not occur if the customer notifies the provider no later than 30 days before the expiration of the Contract’s validity period that they no longer wish to receive the services, thereby rejecting the automatic extension of the Contract’s validity period for an indefinite period.
- If a Contract is agreed upon for an indefinite period between the provider and the customer, whether as a result of its initial conclusion for an indefinite period or due to its automatic extension for an indefinite period according to Article 4, Paragraph 4 of the terms and conditions, both the provider and the customer have the right to terminate the Contract by giving notice, even without stating a reason. The notice period in this case is 2 months and begins to run on the first day of the month following the month in which the notice was delivered to the other contracting party. Neither the provider nor the customer are entitled to terminate a Contract concluded for a fixed term by giving notice during this fixed term (before any potential automatic extension of the Contract’s validity period for an indefinite period according to Article 4, Paragraph 4 of the terms and conditions).
Remuneration /price/ for the provision of services, payment terms
- After the Contract is concluded, the provider will issue the customer’s first invoice for the requested provision of services. The amount invoiced in this first invoice includes implementation work leading to the commencement of service provision to the customer, as well as the price for the first month of service provision. Payment of this invoice is a condition for initiating the provision of services to the customer.
- The price of the Services and the calculation of the price of the Services for invoicing purposes are determined on the basis of the Contract.
- The Customer undertakes to pay to the Provider the price for the provision of services under the Contract in the amount stipulated under the Contract.
- In the event that the Customer fails to provide the Provider with the cooperation pursuant to Article 2(3) of the Terms and Conditions, the Customer’s failure to provide the necessary cooperation shall not be a reason to postpone the invoicing of the ordered services.
- The Provider shall issue an invoice to the Customer for the provision of services for each given month of provision of services in the amount of the price for services determined on the basis of the Customer’s turnover for the previous month in accordance with the price list set out in the Contract.
- In the case of automatic extension of the Contract’s validity period according to Article 4, Paragraph 4 of the terms and conditions, the price for the services provided by the provider during the extended period of the Contract is always determined based on the customer’s turnover for the previous month, according to the price list specified in the Contract. This determination is made regardless of any differently agreed price for the services provided during the original validity period of the Contract.
- By entering into the Contract, the customer has granted consent to the provider for sending tax documents (invoices) in electronic form, electronically, in accordance with the relevant provisions of Act No. 235/2004 Coll. on Value Added Tax. Electronically issued invoices are considered by the contracting parties as fully valid invoices.
- The customer can claim the incorrect service bill within 5 days after receiving it. Otherwise, the customer acknowledges the amount of the invoice as his liability to the provider.
- In the event of default by the Customer in the payment of the price for services, the Provider shall have the right to suspend the provision of services to the Customer. The Customer shall not be provided with the services under the Contract by the Provider until the Customer has paid the payment, including any applicable fees, for which the Customer is in default. Restriction or interruption of the provision of services by the Provider as a result of a breach of the Customer’s obligations does not relieve the Customer of the obligation to make the agreed payments or entitle the Customer to compensation for any damages.
- The provider is entitled to increase the price for the provision of services each year on January 1st, in accordance with the growth rate of the inflation expressed by the increase of the average consumer price index, as officially announced by the Czech Statistical Office for the preceding year. The new price for the provision of services will be communicated to the customer by the provider no later than 30 calendar days from the announcement of the relevant inflation rate by the Czech Statistical Office. Failure to do so will result in the provider’s right to increase the price for services in the respective calendar year being forfeited. The customer is obliged to pay the increased price for the provision of services from the delivery of the provider’s notice of its increase. Up until this moment, the customer is not in default regarding the payment of the increased service price. The difference in the service price for the period from January 1st until the delivery of the provider’s notice of its increase will be invoiced to the customer in the nearest billing period.
- Mutual communication and delivery of documents will preferably take place by e-mail to the e-mail address email@example.com.
- Each e-mail message shall be deemed to have been delivered to the other Party on the date of its sending, unless the addressee of the message proves that it was delivered later. Personal delivery is also possible – in this case, a confirmation of receipt by the customer with the date, name, surname, company name, if applicable, and signature is required.
- If a writing requires the approval, confirmation or consent of, or an opinion from, a Party, the provision of the required action will not be withheld or delayed without objective cause.
- If the document is sent by registered mail and if the document is not received by the other party at the address specified in the Contract, or if the document is not collected within the storage period and the postal licensee returns the parcel, successful delivery shall be deemed to have taken place, with all legal consequences, on the third day from the date of proven dispatch of the document.
Obligations arising from defective performance
- The Customer is obliged to claim the performance of services provided by the Provider, which is defective, in writing to the Provider without delay, but no later than 4 days after the occurrence of the defect. In the written notification, the customer shall provide his/her identification data and clearly describe what he/she sees as a defect. Disivo shall process the complaint without undue delay within the shortest possible time limits corresponding to the complexity, technical and administrative complexity of the complaint, but no later than 30 days from the date of receipt.
- If the customer claims defects in time, he is entitled to claim an extension of the period of use by the period for which the performance was defective. If the customer fails to claim the defects in accordance with the preceding paragraph of this article, his claim shall be extinguished.
- The Customer is obliged to inform Disivo of any changes to his/her data regarding the services and related products. In the event that the Customer breaches this obligation, Disivo shall not be liable for any defects or damages caused to the Customer as a result of the Customer supplying inaccurate information based on the documents that the Customer has demonstrably provided to Disivo as the last valid.
Liability for damages, contractual penalties
- Disivo shall be liable to the Customer for damages caused by a breach of duty by Disivo to the extent set out in the following provisions, unless Disivo proves that the breach of duty was caused by circumstances excluding all or part of its liability.
- The aggregate foreseeable damage that could arise as a result of a breach of the provider’s obligations may amount to no more than an amount corresponding to the monthly average price of the services provided by the provider in respect of which the obligation has been breached.
- In the event that the customer fails to notify the provider in writing of the defects within the time limit within which the customer is entitled to claim the defects pursuant to Article 7(1) of the Terms and Conditions, the customer shall be deemed to have failed to comply with its legal obligation and Disivo shall not be obliged to compensate for any damage incurred in connection with such failure, in particular any damage incurred up to the time of compliance with the obligation to inform about the occurrence or possibility of the occurrence of a harmful event.
- Disivo shall not be liable for damages caused by the breach of its obligation if it was prevented from fulfilling the obligation by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will, the so-called force majeure. Force majeure means, for example, natural disasters, natural events, accidents, failures of public telecommunications networks, war or terrorist events, etc. Disivo shall not be liable for damages caused by service interruptions caused by power outages, server outages, etc.
- Disivo shall not be liable for damages resulting from the unavailability of services due to technical malfunction or server failure not caused by the provider. Furthermore, Disivo is not liable for damages caused by service interruptions or shutdowns necessary to update or change the services provided.
- Disivo is not responsible for the actions of customers or their manner of utilizing the provided services and related products, particularly in ways that are not in accordance with the Contract, these terms and conditions, or the law. Disivo is also not liable for any damages or losses arising from the incorrect interpretation and use of data or information in the services or related products provided by the provider. Disivo is not responsible for the temporary or permanent loss, destruction, or damage of data, except for the data that has already been obtained from monitored sources and backed up by the provider.
- The Customer is obliged to protect its access data to the Application (name and password). Disivo is not responsible for any misuse or loss of access data. Disivo undertakes to provide the Customer with email support at firstname.lastname@example.org on working days from 9:00 a.m. to 5:00 p.m.
- The Customer is liable for damage caused to the Provider in the event of a breach of the obligations contained in these Terms and Conditions within the scope of § 2913 et seq. of Act No. 89/2012 Coll., the Civil Code.
- In the event of the Customer’s default in payment of the price for services under the Contract, the Provider is entitled to charge the Customer interest on late payment at the rate of 0.05% of the amount due for each day of delay. The right to compensation for damages is not affected.
Consent to data processing and publication, changes to data.
- Personal data of customers are processed by the provider as a data controller in accordance with applicable legislation, in particular Regulation (EU) No 2016/679 of the European Parliament and of the Council 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 (General Data Protection Regulation – GDPR).
- The Customer as a data subject is obliged to provide his/her personal or identification data (personal and identification data hereinafter collectively referred to as “data”) truthfully and correctly and is obliged to inform the Provider without undue delay of any change to his/her data. Changes and updates to the data during and after the termination of the Contract may be made by e-mail at email@example.com.
- Detailed information on the processing of personal data by the Provider as a data controller is provided in a separate document entitled “Personal Data Processing Policy”, which is published on the Provider’s website www.disivo.com.
- When concluding the Contract, the Customer has the right to express that he/she does not wish to be contacted for marketing purposes.
- In the event that the Customer provides Disivo with access and access data to third party services and products for use in Disivo’s products or services pursuant to the Joint Agreement, such data and access to third party services and products and the information contained therein shall be deemed confidential and Disivo shall not be entitled to use such data and access except to the extent necessary to provide the services and related products to the Customer to the extent agreed.
- The Customer agrees to the use of the Customer’s logo and/or company name for advertising and promotional purposes for Disivo services and related products, in particular for the purpose of publishing references on the Internet. The Customer hereby grants Disivo an unlimited license in time, territory and quantity to use the Customer’s logo and company name for all uses permitted by the copyright law of the Czech Republic. Disivo is not obliged to use the licence.
Confidential information, duty of confidentiality
- The Parties are obliged to maintain confidentiality of the facts concerning the other Party that come to their attention in the course of performance under the Contract, namely commercial information, product concepts, service functionality, product prices, as well as all other facts and information, especially of a commercial and technical nature, which have been or will be disclosed to the other Party by the other Party in the course of or in connection with the Contract and which are not at the same time publicly known or available and which the disclosing Party may reasonably be expected to have an interest in keeping confidential /hereinafter referred to as “Confidential Information”/. All such information and data, whether provided in writing, verbally or in any other form, shall be confidential insofar as it cannot be considered a trade secret within the meaning of Section 504 of the Civil Code. Either Party also undertakes to maintain the confidentiality of facts and information which the other Party has expressly designated as Confidential Information by means of the notation “Secret”, “Confidential”, “Trade Secret” or similar. For the avoidance of doubt, it is provided that Confidential Information need not be expressly marked, but marking is appropriate to avoid doubt as to the nature of the information, particularly in cases where the nature of the information may not be readily apparent.
- Each of the Parties undertakes to ensure that the Confidential Information is not leaked, disclosed or disseminated and undertakes to protect the confidentiality of the Confidential Information. Each Party undertakes to use its best efforts, as may be reasonably required, to ensure that the confidentiality of the other Party’s Confidential Information is scrupulously maintained by its employees and by third parties it may use to carry out the purpose of the cooperation. If either Party uses a third party to perform, it shall be entitled to disclose Confidential Information to that third party only to the extent necessary for the performance to be provided and shall also be obliged to bind the third party to a duty of confidentiality to the extent of these Terms and Conditions. The party who disclosed the Confidential Information to the third party shall be liable for any breach of the third party’s obligations.
- The Parties undertake to use the Confidential Information exclusively for the performance under the Contract. The Parties further undertake to treat the Confidential Information in accordance with this Article of the Terms and Conditions not only for the entire term and effect of the Contract, but also for a period of 2 years from the date of termination of the Contract.
- The obligations contained in the Agreement or these Terms and Conditions do not apply to Confidential Information that:
- are publicly available at the time of their disclosure, or which become lawfully and without breach of this Agreement available to the public after their disclosure
- were independently created or acquired by the party that originally received them in confidence,
- the recipient of the information is obliged to disclose the information pursuant to legal regulations or pursuant to a decision of a competent public authority, provided that such party has, immediately after the legal obligation arose, notified the other party of the fact in question (unless prevented from doing so by applicable legal regulations or a decision of a competent public authority) and has taken such measures with respect to the information to be disclosed as to ensure that the information disclosed is protected to the maximum extent permissible by the relevant legal regulations or decision of a public authority.
- At the request of the Party whose Confidential Information has been disclosed, the other Party shall be obliged to demonstrate the existence of a reason for disclosure. Further, the Parties undertake to limit the dissemination of Confidential Information or data to only those employees and business partners who must be directly involved in the Parties’ mutual cooperation.
- In the event of a breach of any of the obligations set out in this Article of the Terms and Conditions, the party who has not breached the said obligation may claim from the party who has breached the obligation a contractual penalty in the amount of 50.000,- CZK (words: fifty thousand Czech crowns) for each case of breach of obligation. The contractual penalty is payable within fifteen days of the date of delivery of the demand for payment of the contractual penalty. Compensation for any damages shall not be affected by the agreement or payment of the contractual penalty.
- These terms and conditions come into effect on July 1, 2023, and supersede all previous provisions and practices.