In these general terms and conditions (“Terms and Conditions”) we would like to inform you about the rules that will be applied between you as a business buyer and us as a seller in contractual relationships concluded through individual offers according to the information below.
All information about the processing of your personal data is contained in the Personal Data Processing Policy, which can be found HERE. If any part of the Terms contradicts what we have jointly agreed in writing as part of your purchase process, that particular agreement will take precedence over the Terms.
1. ACCEPTANCE OF THE TERMS
1.1. Please read these General Terms and Conditions, the Privacy Policy available at https://eo-security.com/privacy-policy/, and all other documents referred to herein (collectively, the “Terms“) carefully before entering into the Agreement. When the parties sign an order, or when Customer accepts the Provider’s offer without modification or deviations, this constitutes the entry into an agreement (the “Agreement”) which includes the Terms.
1.2. These Terms specify the rights and obligations related to the services offered by Provider, such as:
a.) Supply of the Products,
b.) Provision of the Services (e.g. security audits, trainings, consultations),
c.) Provision of the software or customized software as a service.
1.3. The following Annexes form an integral part of the Terms:
a.) ANNEX 1 – Special Terms for the Supply of Products
b.) ANNEX 2 – Special Terms for Cyber Security Audit,
c.) ANNEX 3 – Special Terms for Use of Software as a Service.
1.4. The Service and Products are offered to customers who are not a target of any sanction’s regime, and do not reside in, nor will access the Service from a country from which such access is prohibited under any applicable sanctions regime or export control laws. By using the Service or the Products, Customer represents that he/she meets all of the foregoing requirements. If Customer does not meet these requirements, Customer must not access or use the Services. Provider reserves the right to limit the availability of the Service or Products to any person, entity, geographic area, or jurisdiction at any time.
2. DEFINITIONS
2.1. ”Affiliate” of a person is any person that controls, is controlled by, or is under common control with, such person. The term “control” (“controlled by”) means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
2.2. ”Authorized Users” are the Customer’s employees, consultants, contractors, and agents who are authorized by Customer to access or use the Service under the rights granted to Customer pursuant to the Agreement.
2.3. “Customer” is the entity using the Service and/or purchasing the Products. If Customer is using the Service or purchasing the Products on behalf of a legal entity, then Customer, as an individual, represent that he/she has authority to bind that entity to the Agreement and the “Customer” also refers to that entity.
2.4. “Customer’s Data” are data, instructions, materials, and other content that is provided by the Authorized User, or that the Provider receives by or through the Service.
2.5. “Customer’s Systems” means the Customer’s information technology infrastructure, including computers, software, databases, and networks, whether operated directly by Customer or through the use of third-party services.
2.6. ”Documentation” are documents describing the features of the Service, requirements for its use, integration, configuration, support, or maintenance. Non-exhaustive list of documentation is available on the website https://eo-security.com.
2.7. “Product” refers to products specified in the offer (order form).
2.8. “Provider” refers to the company EO SECURITY s.r.o. with its registered office at Trnitá 500/9, 602 00 Brno, Czech Republic, VAT ID: CZ05182662, registered in the Commercial Register administered by the Regional Court in Brno, Section C, File No. 93979.
2.9. ”Resultant Data” is data related to Customer’s use of the Services that are used by Provider in an aggregate and anonymized manner, including statistical and performance information related to operation of the Services. Resultant Data is not part of Customer’s Data.
2.10. “Service” is any service specified in the offer (order form) provided by Provider to Customer.
2.11. ”Third-Party Materials” are materials, documents, data, products, services, or software that are not of the Provider, including open-source software.
2.12. “Working day” is any day of the week from Monday to Friday, except for public holidays as defined in Section 1 and Section 2 of the Czech Act No. 245/2000 Coll., on Other Holidays, Significant Days and Days of Rest.
3. SUBJECT OF THE AGREEMENT
3.1. Subject of the Agreement. The Provider shall provide Customer with the Service or the Product and Customer agrees to pay the agreed price for the Service or the Product.
3.2. Requests and offers. Customer may make request at any time for the provision of the Services or Products. The request shall include, at a minimum, a description of the Service or Product to be provided, the desired date of provision or length of the Service period, date of delivery of Products and quantity of Products. Provider may, upon receipt of the request, make clarifying enquiries and request the necessary supporting documents. Upon receipt of the requested documents or, where appropriate, after answering any clarifying questions, Provider shall draw up an offer. Unless otherwise stated, the offer shall be valid for 30 days from the date of preparation. Provider may also reject the request, in particular if the subject matter is outside its expertise or due to lack of capacity.
4. COMMISSIONING AND PROVISION OF SERVICES AND PRODUCTS
4.1. Place and time of provision. Unless the parties agree otherwise in writing:
a.) The place of provision of the Service shall be Provider’s registered office or such other location as may be designated by Provider, in which case Provider’s personnel shall provide the Service by remote access or send their deliverables to Customer remotely. If the Service is not to be provided at a location as set out in the preceding sentence, Provider shall be entitled to charge Customer for travel and accommodation costs for the provision of the Service to the extent documented by Provider, unless the parties agree in writing in advance to a different amount of compensation,
b.) If the Service is to be provided during a specific period of time, the Provider is entitled to provide it on working days from 9:00 to 17:00. The Provider is not obliged to provide the Service outside these days and times. The times quoted refer to the Central European Time (CET) time zone and take into account any daylight saving time/summer time.
4.2. Conditions. In order to perform the Service, Customer must arrange all organizational conditions necessary for provision of the Service in accordance with Provider’s recommendations and provide Provider with assistance required by these Terms and any other assistance necessary for the proper provision of the Service without undue delay, but no later than 5 days from request. By entering into the Agreement or, as the case may be, by creation of such data, Customer assigns to Provider all rights relating to the Resultant Data.
4.3. Supporting documents and instructions. Customer shall be responsible for the truthfulness, accuracy and legality of the submitted materials and for ensuring that no third party right attaches to the submitted materials that would prevent their use for the purpose of providing the Service. If improper materials or an instruction interferes with the proper provision of the Service, Provider shall suspend the provision of the Service until the materials are updated or the instruction is amended, during which time Provider shall not be in default. If Customer insists on the provision of the Services using the submitted documents or in accordance with the order, Provider shall have the right to require Customer to do so in writing or to terminate the Agreement with immediate effect.
4.4. Extra Work. If Customer requests any modifications to the Service or Product that are not specified in the order, this is a request for extra work. Upon receipt of such request, Provider will propose the terms and conditions for its delivery (in particular time, price, co-operation requirements, etc.). Unless Provider agrees otherwise, negotiations on extra work shall not affect Customer’s obligation to accept the Service or Product and pay the agreed price. If Provider and Customer agree on the terms and conditions, Customer will pay Provider the price for extra work based on an invoice issued before Provider starts the extra works.
4.5. Handover. Unless otherwise agreed by the parties, the Service outputs (e.g., a report on the outcome of the security audits, trainings and consultations or other written deliverable agreed to by the Parties) may be delivered by Provider in parts and shall be sent to Customer by email in electronic form.
4.6. Acceptance. Within 3 days of delivery of each individual output, Customer may inspect the Service or Product to ensure that it has been provided in good order. Within the same period, the Customer must report any defects. Customer shall accept the Service or Product with or without reservations. The Service or Product is properly provided as soon as any of the following occurs:
a.) Customer confirms receipt of the output by e-mail,
b.) 3 days have elapsed since the delivery of the agreed output, provided that Customer has not notified any reservations preventing its use within this period.
4.7. Suspension or Termination. Provider may suspend, terminate, or otherwise refuse to provide Service or Product to Customer, without incurring any resulting obligation or liability, if:
a.) Provider receives a judicial or governmental request or order that requires Provider to do so, or Provider becomes aware that a governmental authority or other authority with legal authority has enacted a new, or modified an existing, law, rule, regulation, interpretation or decision that would make Provider’s performance of any part of the Agreement unlawful or otherwise illegal,
b.) Provider believes that Customer or any Authorized User has failed to comply with the Agreement or that Customer has been, or is likely to be involved in fraudulent or unlawful activities, or
c.) Customer fails to pay payments or fees when due.
4.8. Service period. If the Service is agreed as a recurring service and unless agreed otherwise, the Service period for such Service is 1 year commencing on the entry into the Agreement. The Service period will be automatically extended by the same period, even repeatedly. Unless the parties agree otherwise, in the event of an extension of the Service period of recurring Service, the same provisional performance dates will apply and the price for the extended period shall be paid based on an invoice issued on or about 30 days before the expiry of the current Service period. There shall be no extension of Service period if either party notifies the other in writing at least 30 days before the anniversary date of such Service period that it wishes to no longer extend the Service period.
5. CUSTOMER’S OBLIGATIONS
5.1. Cooperation. Customer shall at all times during the Agreement term:
a.) Provide Provider’s personnel with such access to Customer’s premises and Customer’s Systems as is < necessary for Provider to commission or provide the Service, and
b.) Provide all cooperation and assistance as Provider may reasonably request to enable Provider to exercise its rights and perform its obligations under and in connection with the Agreement.
5.2. Delay. If Customer fails to provide Provider with cooperation or fails to fulfil any other obligation under the Agreement, this constitutes an obstacle which prevents Provider from performing its obligations under the Agreement and entitles Provider to suspend the performance of the Agreement. The duration of the obstacle for which Provider is unable to perform is calculated from the first day on which the obstacle occurs until the moment Customer informs Provider of its removal. The deadlines for performance of Provider’s obligations under the Agreement are automatically extended by the duration of the obstacle and the time necessary to restore continuity of Provider’s performance to Customer. The Customer’s failure to provide timely cooperation constitutes a material breach of the Agreement by Customer.
5.3. Non-Solicitation. During the term of the Agreement and for a period of 2 years thereafter, Customer must not, and must not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then or within the prior 6 months employed or engaged by Provider. In the event of a breach of the provisions in this section, Provider will be entitled to contractual penalty or liquidated damages (as chosen by the Provider) equal to the compensation paid by Provider to the applicable employee or contractor during the 6 months prior to the breach.
6. FEES AND PAYMENTS
6.1. Price. Customer shall pay Provider the agreed price. The obligation to pay the price or fees for Services is not tied to the actual use of the provided Services. If Customer does not use the provided Services, this shall not affect Provider’s right to payment of the price in full. Unless expressly agreed otherwise, all fees and payments for provided Services are non-refundable and noncancellable.
6.2. Increase. Unless the parties agree otherwise, in the event of an extension of the Service period and in case of Service provided for a period longer than 1 year, the price for the provision of the Service will be automatically increased each year on the anniversary date of the Service period or another date determined by Provider by the inflation rate expressed by the increase in the average annual consumer price index for the previous calendar year published by the Czech Statistical Office. If the Czech Statistical Office ceases to publish this figure, the figure that replaces it or comes closest to it shall be used. Provider shall be entitled to invoice the amount of the increase together with the price or by means of a separate invoice. Regardless of the foregoing, Provider may change the price, introduce new fees or increase fees for each extension of Service period of the recurring Service by written notice to Customer prior to the beginning of such period.
6.3. Taxes. All prices, fees and other payments payable by Customer under the Agreement are exclusive of VAT, other taxes, customs charges and similar assessments. Without limiting the foregoing, Customer is responsible for VAT, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder. If Customer is required to make any deduction from the payment of the fee (for example, to pay income tax withholding), Customer must notify Provider in advance. Unless Provider and Customer agree otherwise, Provider shall be entitled to increase the invoiced payments and fees so that Provider always receives the net amount due to Provider without any deductions or withholdings.
6.4. Payment. Unless otherwise agreed, Customer shall pay Provider the full price based on the invoice issued by Provider after the entry into the Agreement and with the due date stated on the invoice. Customer shall make all payments via wire transfer unless agreed otherwise in the Agreement. Provider may require payment of a deposit prior to the provision of the Services or Products. In such case, Provider shall not be obliged to provide the Service or Product to Customer until the deposit is paid. Price is paid by crediting to bank account of the Provider.
6.5. Late Payment. If Customer fails to make any payment when due, then in addition to other remedies:
a.) Provider may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law,
b.) Customer shall reimburse Provider for all costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and
c.) Provider may suspend provision of the Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other person by reason of such suspension.
7. CONFIDENTIALITY
7.1. Confidential Information. In connection with the Agreement each of parties as a “Disclosing Party” may disclose or make available Confidential Information to the other one as a “Receiving Party”. “Confidential Information” is any information consisting of or relating to the Disclosing Party’s technology, security measures, IT infrastructure, building and space plans, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.
7.2. Exclusions. Confidential Information does not include information that:
a.) Was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the Agreement;
b.) Was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with the Agreement;
c.) The Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
7.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:
a.) Not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with the Agreement; and
b.) Except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 7; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein.
7.4. Distribution of outputs. Provider shall not distribute, disclose to the public, lend, rent or exhibit the Service outputs (especially the reports) or the information contained therein, etc. without the consent of Customer.
7.5. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable Law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.
7.6. Term. Each Party’s obligations under this Section 7 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any confidential information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of the Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.
7.7. Separate NDA. If the parties have entered into a separate non-disclosure agreement with each other providing for the protection of Confidential Information to at least the same extent as in this Section 7, the provisions of Section 7 shall not apply.
8. REPRESENTATION AND WARRANTIES
8.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.
8.2. Customer’s warranties. Customer warrants that:
a.) The provision of the Service at the place of its provision will not infringe the rights of third parties, in particular intellectual property rights, privacy rights or obligations under the law,
b.) Customer owns the necessary rights and consents with respect to Customer’s Data so that Customer’s Data, as received by Provider and processed in accordance with the Agreement, does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law,
c.) Provider is entitled to enter the place of Service provision and is entitled to access all systems inspected as part of the Service provision, whether software, hardware, or networks, whether owned or operated by Customer or by a third party; and
d.) Third parties (in particular the building operator and other persons who may be affected by the provision of the Service) will not consider the provision of the Service to be a violation of their legally protected interests and will not take any action against Provider in this regard (e.g. not to call the police, not to file criminal charges against Provider, etc.).
8.3. Disclaimer of warranties. All services and products are provided “as is.” To the maximum extent permitted under the applicable law, the provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, the provider makes no warranty of any kind that the service, or any products or results of the use thereof, will meet customer’s or any other person’s requirements, be available or operate without interruption, achieve any intended result, be compatible or work with any software, system, or other service or product, or be secure, accurate, complete, free of harmful code, or error free. All third-party materials are provided “as is” and any representation or warranty of or concerning any third-party materials is strictly between customer and the third-party owner or distributor of the third-party materials. Service does not replace the need for customer to maintain regular data backups or redundant data archives. The provider has no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of customer’s data.
8.4. Data transfer issues. Provider is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and Customer acknowledges that the Services and Documents may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
9. LIMITATION OF LIABILITY
9.1. Disturbances caused by the Service and Products. Customer acknowledges that some of the Services and Products provided by Provider are invasive in nature and may cause interruption of operation, disruption of function, technical malfunction or failure of the equipment affected by the Service or Product, loss or disruption of data integration in the equipment affected by the Service or Product or in the equipment connected to it, in particular due to interference, overloading of the equipment or due to configuration of the equipment in violation of normal or best practice. Therefore, neither Provider nor its Affiliates shall be liable for any injury, damage, loss of profit, loss or damage to equipment or Customer Systems, interruption or limitation of operation or malfunction of equipment or software functionality, loss or corruption of data caused to Customer or any third party in connection with the provision of the Service or Products. This does not apply if the Service or Product was provided with intent to cause damage or with gross negligence.
9.2. Defects of Service. A Service is defective only if it does not meet the specifications set forth in the Agreement or its Annexes. It is not a defect if no wiretap or other device, method, incident, vulnerability, threat, risk or other fact or information the discovery of which was the subject of the Service provided is found during the proper performance of the Service. If Provider provides any warranty to Customer for the Service supplied, such warranty shall not apply to problems arising out of or relating to the use of the outputs of the Service other than as specified in the Service documentation or communicated in an instruction directed to Customer, changes made to the Service by the Customer or third party, nor to problems arising out of incorrect information provided by Customer or negligence or breach of the Agreement by Customer, or any other circumstance or cause beyond the Provider’s control.
9.3. Defective Service Performance Rights. Customer must report any defects within the acceptance period or the warranty period if a warranty has been agreed on. Provider shall not be liable for defects reported at a later date, and the rights arising from defects reported after the expiry of the period referred to in the previous sentence shall lapse. Defects confirmed by Provider shall be remedied by Provider by correcting them. Unless the parties agree otherwise, this period for correction shall be 30 working days. If, in the Provider’s opinion, the defect is irremovable, Provider may, instead of removing it, grant Customer a price reduction, provide the Service again or withdraw from the Agreement or its part.
9.4. Limits of Service outputs. To the maximum extent permitted by law, neither Provider nor its Affiliates shall be liable for any loss of profit, inability to use the output of the Service, delay in providing the output of the Service, or damage resulting from the failure to detect or discover any wiretap or other device, method, incident, vulnerability, threat, risk or other fact or information the discovery of which was the subject of the Service provided, including but not limited to the fact that such wiretap or other device, method, fact or information was unknown or little known at the time the Service was provided.
9.5. Exclusion of damages. To the maximum extent permitted under the applicable law, in no event will provider or any of its affiliates, licensors, service providers, or suppliers be liable under or in connection with the agreement or its subject matter under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) loss of production, use, business, revenue, or profit or diminution in value; (b) impairment, inability to use or loss, interruption, or delay of the services; (c) loss, damage, corruption, or recovery of data, or breach of data or system security; (d) cost of replacement goods or services; (e) loss of goodwill or reputation; (f) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages, regardless of whether the user was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
9.6. Cap on monetary liability. To the maximum extent permitted under the applicable law, in no event will the collective aggregate liability of the provider and its affiliates, licensors, service providers, and suppliers arising out of or related to the agreement, whether arising under or related to breach of contract, tort (including negligence), strict liability, or any other legal or equitable theory, exceed 10 % the amounts paid to the provider under the agreement in the 12 month period preceding the event giving rise to the claim or $1000, whichever is less. The foregoing limitations apply even if any remedy fails of its essential purpose.
10. INDEMNIFICATION
10.1. Customer’s Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its Affiliates, and each of Provider’s respective officers, directors, employees, and agents from and against any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys’ fees and the costs of enforcing any right to indemnification hereunder incurred resulting from any action by a third party that arise out of or result from, or is alleged to arise out of or result from:
a.) Customer’s Data, including any processing of it by or on behalf of Provider in accordance with the Agreement.
b.) Allegation of facts which, if true, would constitute Customer’s breach of any of his/her representations, warranties, covenants, or obligations under the Agreement; or
c.) Negligence or more culpable act or omission (including recklessness or willful misconduct) by Customer, any Authorized User, or any third party on behalf of Customer or any Authorized User, in connection with the Agreement.
10.2. Indemnification Procedure. Provider shall promptly notify Customer in writing of any action for which Provider believes it is entitled to be indemnified. Provider seeking indemnification (“Indemnitee”) shall cooperate with Customer (“Indemnitor”) at the Indemnitor’s cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate. Indemnitee’s failure to perform any obligations under this section will not relieve the Indemnitor of its obligations under this section.
11. TERM AND TERMINATION
11.1. Term. Unless otherwise agreed, the initial term of the Agreement commences on the date it is entered into. If a period of time (Service period) has been agreed for the provision of Services, the Agreement shall not terminate prior to the end of such period, unless the Agreement is terminated earlier pursuant the Agreement’s express provisions. This applies equally if an extension or renewal of the Service period is agreed.
11.2. Termination. In addition to any other express termination right set forth in the Agreement:
a.) Provider may terminate the Agreement, effective on written notice to Customer, if Customer: (i) fails to pay any amount when due hereunder, or (ii) breaches any of the obligations under Sections 6.3 or 7,
b.) Either party may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, and
c.) either party may terminate the Agreement effective immediately upon written notice to the other one, if the other one: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
11.3. Effect. Upon expiration or termination of the Agreement, except as expressly otherwise provided herein:
a.) Rights and licenses granted by Provider to Customer hereunder will immediately terminate,
b.) Provider may destroy and permanently erase all Customer’s Data and Confidential Information, provided that, for clarity, this obligation does not apply to any Resultant Data,
c.) Customer shall immediately cease all use of the Services and within 15 days, or at Provider’s written request permanently erase Provider’s Confidential Information from all Customer’s Systems, and certify to Provider in writing that Customer have complied with this obligation,
d.) Provider may disable Customer’s and Authorized User’s access to the Services,
11.4. Surviving Terms. The rights and obligation of the parties in the Agreement that, by nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.
12. FINAL PROVISION
12.1. Entire Agreement. The Agreement constitutes sole and entire agreement of Provider and Customer with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order: (i) the order form, (ii) Special Terms, (iii) General terms and conditions, (iv) remaining documents in order of their appearance in the Terms.
12.2. Assignment. Neither of the parties may assign or otherwise transfer any of its rights or obligations under the Agreement without prior written consent of the other party, provided that Provider may assign the Agreement as a whole without Customer’s prior written consent to any Affiliate.
12.3. Force Majeure. In no event will Provider be liable for any failure or delay in performance of the Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Provider’s reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Provider may terminate the Agreement or its part if a force majeure event continues for a period of 30 days or more.
12.4. Amendments. Either party may propose amendments to the Agreement, if applicable. In the event of a proposal by Customer, Provider shall consider whether it is feasible and what effect its implementation would have on the delivery time or price. Provider shall be entitled to refuse a request for amendment. The negotiation of amendments shall not affect the Provider’s obligation to continue to provide the Service unless Provider considers that continuing to carry out the work would be impractical, in which case it shall suspend the provision of the Service.
12.5. Changes of Terms. Provider may revise and update the Terms (including Annexes) from time to time in its sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Service thereafter. Changes in the Terms will be notified to Customer by email. If Customer does not agree to a change, Customer may terminate the Agreement effective on 30 days’ notice, which shall commence on the first day of the calendar month following the delivery of the written notice, provided that the notice must be delivered to Provider prior to the effective date of the change. In the event of notice under this section, the then current Terms shall apply for the duration of the notice period. Continued use of the Service following the date of effectiveness of the change means that Customer accepts and agrees to the changes.
12.6. Notices. The parties may change their contact persons, their number, contact details and competences. For these purposes, it is sufficient to send an e-mail message to the other party. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other Party, or by other electronic means agreed by the parties.
12.7. References. Provider may place Customer’s business name, logo, trademark, or any other designation on its website in the testimonial section and use it as a reference in its offerings and on social media.
12.8. Severability. If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, Provider and Customer shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.
12.9. Governing Law; Jurisdiction. The Agreement is governed by the law of the Czech Republic. The courts of the Czech Republic are to have jurisdiction to settle any disputes which have arisen or which may arise in connection with the Agreement. The court at the Provider’s registered office shall have local jurisdiction.
ANNEX 1
SPECIAL TERMS FOR THE SUPPLY OF PRODUCTS
1. APPLICABILITY
1.1. These Special Terms for Supply of Products (“Product Terms”) apply together with the General Terms and Conditions (“General Terms”) to the supply of Products by Provider to Customer.
1.2. The rights and obligations of the parties not governed by these Product Terms shall be governed by Provider’s General Terms. In the event of a conflict between the General Terms and the Product Terms, the provisions of the Product Terms shall prevail.
2. RESERVATION OF TITLE
2.1. Ownership of the Product is transferred to the Customer only after payment of total price is made and after delivery of the Product.
3. DELIVERY, TRANSFER OF RICK OF DAMAGE
3.1. The Provider will make a good faith effort to deliver the Products as indicated in the order. However, the dates stated in the order are not binding. The Provider has right to change the dates after order confirmation at any time by a written notification to the Customer stating new delivery dates (mainly in cases where there are delays or shortages in the Provider’s supply chain).
3.2. All Products are shipped based on agreed delivery parity under INCOTERMS 2020 conditions specified in the order. If no INCOTERMS conditions are specified in the order, Products will be delivered under EXW INCOTERMS 2020.
3.3. In the event that the Customer will continue to provide the Products delivered by the Provider to its customer, the Provider shall not incur any obligations from this relationship to a customer, except in cases where the Provider will be a direct party to the contract.
3.4. The risk of damage and of loss to the Product shall pass to the Customer under the conditions of selected INCOTERMS clause. If no INCOTERMS conditions are specified in the order, risk of damage and of loss to the Products shall at the time when the Provider hands over the Product to the carrier. From the moment of the transfer of the risk of damage and of loss to the Products means that from that moment, Customer bears all consequences related to the loss, destruction, damage or any deterioration of the Product.
3.5. If the transport of Products is arranged by the Customer, claims for Products damaged or lost in transit, shortage or errors in shipping should be made by the Customer to the carrier immediately upon receipt. The Provider bears no responsibility for damage during transport. If the transport of Products is arranged by the Provider, the Customer must made mentioned claims according to previous sentence to the Provider directly immediately upon receipt.
4. PACKAGING OF PRODUCTS, STORAGE
4.1. Unless otherwise expressly agreed in the order, any packaging supplied by the Provider is intended to be only sufficient to protect Products for all normal conditions of transit and for the normal period of transit. The cost of any special packing or special handling caused by the Customer’s requirements or requests shall be added to the price. The Customer is obliged to pay the cost of re-packaging of Products if there is a request to change the package (amount or method of packing) less than 2 days before expedition.
4.2. If the shipment is delayed due to reasons on the Customer’s side or if the Customer gives inaccurate, incomplete, or misleading information to the Provider and the Product cannot be delivered for any reason, or in case the Provider must store the Products for reason on behalf of the Customer, the Customer is obliged to pay for storage and all other additional costs connected with such a delay, failure to deliver or repeated delivery.
5. INSPECTION AND ACCEPTANCE OF PRODUCTS
5.1. The Products shall be deemed as being accepted upon unloading of the Products at the shipping address stipulated in the order, unless the Customer notifies the Provider, in writing via e-mail, to the contrary within 24 hours after unloading. After such 24 hours period, the Customer shall be deemed to have irrevocably accepted the Products, if not accepted previously, without defects. After such acceptance, the Customer shall have no right to reject the Products for any reason or to revoke acceptance. If the Customer timely notifies the Provider, within abovementioned period of 24 hours of any nonconforming Products, the Provider shall determine, in its reasonable discretion, whether the Products really are nonconforming. If the Customer fails to notify any defect within abovementioned period of 24 hours, he will lose the right to any claim for defective performance.
5.2. If the Provider determines that such Products are nonconforming, the Provider shall, in its sole discretion, either replace such nonconforming Products, repair them, or refund the price of such Products to the Customer.
5.3. If instructed to do so, the Customer shall ship all nonconforming Products to the Provider’s facility located at Londýnská 730/59, 120 00, Prague, Czech Republic or to such other location as the Provider may instruct the Customer in writing. If the Provider exercises its option to replace nonconforming Products, the Provider shall ship new/repaired Products to the shipping address as was specified in the relevant order.
5.4. In the event that the Customer wishes to return the Products delivered by the Provider (for example, in a situation where the Customer has ordered more Products than he will use), the Provider is not obliged to take back the Products from the Customer, unless previously agreed. It is solely at the Provider’s discretion whether to take back the Products from the Customer and on what terms.
5.5. As some of the Products can be very specific, the Customer is obliged to familiarise himself in advance with how the Products work. It is not considered a defect if the Products do not fully meet Customer’s expectations or do not have the characteristics Customer expected from the Products, although Customer wes explicitly warned during the communication that the Products only work, for example, within a certain distance, in combination with other products, etc. In these cases, it is also not a material breach of Agreement.
6. COPYRIGHTED WORKS
6.1. Some Products may contain software or other content that constitutes copyrighted work. In order for the Customer to be able to use such copyrighted works, in some cases their provider may require the Customer to agree to licensing and other conditions. By agreeing to General Terms, the Customer also express his consent to the terms of use of the provider of copyright works, which are listed in Appendix No. 1 to these Product Terms. The provider may also require agreement to such terms when using the Products. The Customer acknowledges that if he subsequently does not confirm your agreement to the terms of use or revoke it while using the Products, this will result in not being able to use the copyrighted works; the same consequence may occur if the provider changes the conditions for the use of copyrighted works and the Customer does not consent to the changes. In any such case, the Provider is not obliged to compensate the Customer for the damage that he incurs as a result, and the Customer does not have the right to return the Products.
7. WARRANTY
7.1. Provider is providing a warranty for the Products. Warranty length is 12 months from the date the risk of damage to the Products passes. Longer warranty can be agreed on between parties. In the event that batteries are included in the Product, the batteries are only warranted for a period of 6 months from the date the risk of damage to the Products passes. The warranty period shall be extended by the period between the exercise of the rights and the repair or replacement of Products.
7.2. The warranty covers defects arising from manufacture, including defects in the material used in manufacture of Products. However, the warranty does not cover cases where a defect has been caused:
a.) By installing the Products in contravention of the installation instructions provided,
b.) By using the Products outside the recommended areas of use,
c.) By handling the Products contrary to the instructions for the Products or contrary to the principles of ordinary skill or as a result of an accident or wilful misconduct by the Customer or a third party other than the Provider,
d.) By normal wear and tear resulting in the loss of the original characteristics of certain parts of the Products or the Products as a whole,
e.) As a result of using spare parts or accessories that the Provider or manufacturer of the Products have not marked as compatible or have been worn out,
f.) By the transportation of the Products or their improper storage,
g.) By modifying the Products if the Provider has not approved the modification, including the method of modifying or repairing the Products by a person other than the Provider, unless the Provider has recommended or approved that person.
7.3. If the Costumer makes claim under the warranty, he has the following rights arising from warranty:
a.) The right to have the Products repaired, where the place of repair will be at the choice of the Provider,
b.) The right to delivery of replacement Products, where the place of the delivery of the Products will be at the choice of the Provider. The Costumer is obliged to return the defective Products before the replacement,
c.) The right to delivery of the defective part of the Products, if the nature of the part allows it, where the place of the delivery of the part will be at the choice of the Provider. The Costumer is obliged to return the defective part before the replacement,
d.) The right to a refund of the price of the Products against the return of the Products,
e.) The right to a discount on the price of the Products corresponding to the extent of the defect in the Products.
7.4. The Provider shall have the right to choose how to resolve the claim and shall always endeavour to make the resolution as appropriate as possible in relation to the defect. The Provider will also determine the period for the performance of the asserted claim. If the Consumer incurs any damage during the course of the claim, the Provider is not obliged to compensate for it. The Provider shall also not be liable for any damage arising in connection with the Products that are defective within the meaning of this warranty.
7.5. If the Products in question are no longer manufactured or are not available on the market at the time of the claim under the warranty, or are not manufactured or are not available in the same design (in particular in colour or in the same finish or technical specification), the Provider is entitled, in the case of delivery of the new Products, to supply different Products that perform the same function as the original Product.
7.6. The rights under the warranty must be exercised at the Provider and in writing to the registered office address of the Provider, or by e-mail to office@eo-security.com.
7.7. Rights under the warranty must be exercised within the warranty period, but always without undue delay after the defect covered by the warranty has been discovered or can be discovered with ordinary care.
7.8. The exercise of rights under the warranty must be accompanied by all documents proving the existence of these rights, in particular the proof of purchase or other acquisition of the Products, the warranty certificate (if supplied with the Products), proof of maintenance and, if possible, proof of the absence of exclusions from the warranty. If the proof of purchase or other acquisition of the Products was not provided to the Provider, the claim may still be granted, but the warranty period will be calculated from the date of invoicing of the Products.
7.9. After the Products have been delivered to the Provider, the Provider will inspect the Products and store them in warehouse. If the Provider decides that the defect is not covered by the warranty and the warranty claim won’t be granted, the Provider shall be entitled to charge the Costumer an amount equal to 25% of the price of the Products for the storage and inspection. The Provider is also entitled to claim compensation for all costs incurred by the Provider in the event of an unjustified, invalid, late or unreasonable exercise of rights under the warranty.
7.10. The cost of transporting the Products to the Provider shall be borne by the Customer.
8. PRODUCTS FOR THE GOVERNMENT
8.1. The Customer can also purchase Products that are marked as “Products for Government”. Products so marked are not intended for use in the civilian sector. They are intended for use by entities with appropriate exemptions such as the Security Forces, Security Agencies, Ministry of Defense, Ministry of Internal Affairs and other branches of government. They may also be used by private entities that have received the appropriate exemption and permission. They can also be exported to countries outside the EU, provided that the operation of these Products complies with local regulations. However, those Products won’t be delivered to the countries or subjects, that are present on any sanctions list.
8.2. Products for government are in particular active equipment – transmitters using frequency bands on which these Products cannot be used in the territory of the Czech Republic or other countries of the European Union without the permission of the Czech Telecommunications Office or the competent authority of another country.
8.3. By ordering and purchasing the Products for government, the Customer acknowledges fully the nature of the Products. The Customer also declares that he is purchasing the Products for export outside the European Union or for the purposes set out in clause 8.1 of the Product Terms or that the Customer is a person referred to in clause 8.1 of the Product Terms. Under no circumstances will the Customer resell or use the Products in the European Union without proper authorisation.
8.4. If the Consumer does not fall under the scope set out in clause 8.1. of the Product Terms, and he buys the Products for a third party, the Customer is obliged to provide the Provider with the end-user confirmation that is proving that the end costumer is under the scope set out in clause 8.1. of the Product Terms.
8.5. If the Customer breaches terms in this article, he is solely responsible for the operation of such Products and he is the person responsible for marketing the Products in the EU. This means that the Customer will be liable for any penalties associated with the sale and use of the Products in the EU. If, as a result of use of the Products under this article in breach of the foregoing, any administrative sanction is imposed on the Provider, a fine is imposed by a court or other authority or the Provider is required to pay any damages, the Customer shall pay the Provider the full amount of such costs incurred by the Provider within 14 days of the date on which the Provider notifies the Customer of the existence of the claim or obligation to pay.
ANNEX 2
SPECIAL TERMS FOR CYBER SECURITY AUDIT
1. APPLICABILITY
1.1. These Special Terms for Penetration Testing and Vulnerability Scanning (“Special Terms”) apply together with the General Terms and Conditions (“General Terms”) to the cyber security audits provided by Provider to Customer.
1.2. The rights and obligations of the parties not governed by these Special Terms shall be governed by General Terms. In the event of a conflict between the General Terms and the Special Terms, the provisions of the Special Terms shall prevail.
2. DEFINITIONS
2.1. “Target” refers to the specific system, application or network or its part or interface for which vulnerabilities are assessed during penetration testing.
2.2. “Scan” is an asset discovery, vulnerability management and vulnerability scanning service provided as is by Provider to Customer.
2.3. “Service“ means, for the purposes of these Special Terms, exclusively penetration testing and vulnerability scanning.
3. THE SERVICE AND PROVIDER’S OBLIGATIONS
3.1. Execution Time. Unless otherwise agreed in writing by Provider and Customer, Provider is entitled to conduct:
a.) Manual processes at its discretion on Working days from 09:00 to 17:00. Provider may charge a surcharge for conducting testing outside above mentioned days and times.
b.) Automated processes at its discretion any day of the week any time from 00:00 to 23:59.
Provider is not obliged to provide the Service outside above stated days and times. The times quoted refer to the Central European Time (CET) time zone and take into account any daylight saving time/summer time.
3.2. Exceptions to testing. Unless otherwise agreed in writing by Provider and Customer, Provider shall not:
a.) Test targets of penetration testing that have not been agreed as Targets with Customer, or
b.) Conduct any intentional denial-of-service (DoS) testing at any time.
3.3. Test stop. Customer may choose to stop the test at any time and Provider will endeavor to stop the test as soon as reasonably practicable. Interruption of testing at Customer’s request does not relieve Customer of the obligation to pay the price for the entire testing.
3.4. Limits of Service outputs. Customer acknowledges that:
a.) Provider may provide Customer with an estimate of how many hours it will take to test a Target prior to testing commencing, but estimates are not guaranteed delivery times. Full and complete testing may require additional work not covered in the original price which Customer will have to purchase at the standard hourly rate.
b.) Provider shall only identify vulnerabilities that are already known at the date on which any tests are carried out, and which are capable of being exposed by the range of testing tools and methodologies deployed by Provider. Customer accepts that it is in the nature of IT penetration testing activities that there may be vulnerabilities which will be uncovered in the future or by the use of alternative tools and attack methodologies, none of which could normally be identified at the time of testing, and therefore agree that it shall not, now or in the future, hold Provider liable for undiscovered vulnerabilities or for not identifying all vulnerabilities.
4. VULNERABILITY SCAN
4.1. Since vulnerability scanning is a subset of the activities which take place during penetration testing; the terms set out in all sections of these Special Terms also apply to automated vulnerability scans performed on Customer Targets by Provider’s Scan. Customer further acknowledges the following:
a.) Customer hereby grants Provider the right to perform vulnerability scanning against any Target confirmed in writing by Customer for scanning by Scan.
b.) Vulnerability scanning performed by Scan can take place at any time, any day of the week. On-demand scanning, initiated by Customer, will take place as soon as reasonably possible.
c.) Customer assumes responsibility for the accuracy of the Targets provided to Scan for vulnerability scanning.
d.) Customer accepts any liability that may arise from the vulnerability scanning of Targets provided which are not the property of Customer, or that Customer did not have written consent to commence vulnerability scanning on.
5. CUSTOMER’S OBLIGATIONS
5.1. Right to perform the test. Customer grants to Provider the right to perform IT penetration testing activities, vulnerability scanning or any other security assessment related activities against Targets. Provider shall not be held responsible or liable for any incorrectly entered Target information.
5.2. Customer will:
a.) Cooperate with Provider as necessary under the Agreement including providing all necessary information to allow Provider to provide the Services including Customer’s Data and security accessing information,
b.) Except as otherwise expressly provided in the Agreement, be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Provider’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet.
5.3. Customer shall:
a.) Use all reasonable efforts to prevent any unauthorized access to, or use of, the Services. In the event of any such unauthorized access or use, immediately notify Provider on becoming aware of such unauthorized access or use,
b.) Ensure that, where Customer is aware that or suspects that its own network and systems have been compromised (including any attack on its systems such as a denial-of-service attack or ransomware), he/she shall notify Provider immediately,
c.) Identify and notify Provider of any third parties that may conceivably be affected by Provider’s Services, and any damages and/or loss of service caused by Customer’s failure to identify and/or disclose such third parties shall remain the sole responsibility and liability of Customer. Customer therefore indemnifies Provider against all costs or damages howsoever arising from such activities,
d.) Ensure the Targets provided to Scan (even those identified by Provider’s enumeration tools) are the property of Customer, or that Customer has written consent of the owner of the Targets to permit Provider to commence vulnerability scanning of the Targets,
e.) Immediately notify Provider in the case of any unexpected event or out-of-scope problem which may impact Provider or the delivery of the Services.
5.4. Breach of obligations. Failure to notify Provider of any event or circumstance or failure to comply with the obligation set out in Section 5.3 shall be considered a material breach of the Agreement.
5.5. Service Suspension. Where Provider has been notified of any of the events under Section 5.3 above, Provider shall be entitled to temporarily suspend the Services, without liability to Customer, until Provider is satisfied that it is able to provide the Services to Customer without the risk that:
a.) The Services may be accessed by an unauthorized person, or
b.) That Provider’s own network and systems could be compromised.
5.6. Customer’s responsibility. Customer shall have sole responsibility for:
a.) Procuring and maintaining its network connections and telecommunications links from its Targets on Provider’s testing devices, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet,
b.) The adequate protection and backup of data and/or equipment used or accessed in connection with IT penetration testing and vulnerability scanning and will not make a claim against Provider for lost data, re-run time, inaccurate output, work delays or lost profits resulting from the Services, and
c.) The legality, reliability, integrity, accuracy and quality of all such Customer Data which is not Personal Data.
ANNEX 3
SPECIAL TERMS FOR USE OF SOFTWARE AS A SERVICE
1. APPLICABILITY
1.1. These Special Terms for Use of Software as a Service (“Service Terms”) apply together with the General Terms and Conditions (“General Terms”) to the Software provided by Provider as a service to Customer.These Service Terms does not apply to software embedded in hardware provided by Provider to Customer.
1.2. The rights and obligations of the parties not governed by these Service Terms shall be governed by Provider’s General Terms. In the event of a conflict between the General Terms and the Service Terms, the provisions of the Service Terms shall prevail.
2. DEFINITIONS
2.1. “Service“ means, for the purposes of these Service Terms, exclusively software provided by Provider as a service to Customer.
3. COMMISSIONING
3.1. Conditions. To commission the Service, Customer must:
a.) Arrange all organizational conditions, HW and/or basic software necessary to operate the Service in accordance with Provider’s recommendations set forth in the Documentation. This is particularly important in case of self-hosted Service, and
b.) Provide Provider with assistance required by these Service Terms and any other assistance necessary for the proper provision of the Service without undue delay, but no later than 5 days from request.
3.2. Commissioning. Unless agreed otherwise, Provider will commission the Service in accordance with the Documentation by providing Customer with access details to use the Service. Customer may check that the Service has been commissioned correctly within 3 days from receiving the access details. Within the acceptance period, Customer must confirm that the Service has been commissioned correctly or report any detected defects. Once Customer confirms that the Service has been commissioned properly or if Customer does not report any defects within the acceptance period, this constitutes Customer’s acceptance of the proper commissioning of the Service. Further, acceptance of the proper commissioning of the Service occurs if Customer begins to use the Service beyond its testing.
4. SERVICES
4.1. Use. Subject and conditioned on Customer’s and Customer’s Authorized Users’ compliance with the Agreement, Provider hereby grant Customer a non-exclusive, non-transferable right to use the Service during the term of the Agreement, solely for use by Authorized Users in accordance with the Agreement. Such use is limited to Customer’s internal use.
4.2. Reservation of Rights. Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Service, or Third-Party Materials, unless otherwise stated in the Agreement. All rights to the Service and the Third-Party Materials are and will remain with Provider and the respective rights holders. Customer does not acquire any rights except as expressly set out in the preceding paragraph or in the applicable third-party license terms. Provider reserves the right to make changes to the Service that Provider deem necessary or useful to comply with applicable law, enhance the quality of Service, cost efficiency or performance.
4.3. Suspension or Termination. Beyond the rights and obligations set out in the General Terms, Provider may suspend, terminate, or otherwise deny Customer’s, Authorized User’s, or any other person’s access to or use of the Service, without incurring any resulting obligation or liability, if Provider believes that Customer or any Authorized User has used the Service beyond the scope of rights granted or for a purpose not authorized under the Agreement.
5. USE RESTRICTIONS
5.1. Use Restrictions. Customer may not, and may not permit any other person to, access or use the Service except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license terms. Customer shall not in particular, but not exclusively:
a.) Copy, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Service,
b.) Modify, create compilations or derivative works of the Service, remove, or alter trademarks, Documentation, disclaimers, or notices from Services,
c.) Bypass or breach any security used by the Service or access or use the Service other than by an Authorized User through the use of its own then valid access credentials,
d.) Upload, transmit, or otherwise provide to or through the Service, any information or materials that are unsolicited advertisements or content (i.e., “spam”), unlawful or contain or activate any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other customer or Authorized User from accessing or using the Service),
e.) Damage, disable, interfere with, or otherwise harm the Service, or Provider’s provision of Service,
f.) Access or use the Service for purposes of competitive analysis of the Service, development, provision, or use of a competing service or product or any other purpose that is to Provider’s commercial disadvantage,
g.) Access or use the Service in association with any safety-critical systems, or other systems in which the use or failure of the Service could lead to personal injury or physical or property damage, or
h.) Access or use the Service in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.
5.2. Free version. Provider may provide Customer with a free version of the Service. In such case, the Service shall be provided free of charge for a limited time and with limited functions. Within the trial period, Customer may not change the Authorized Users (termination of Authorized User within the free version of the Service does not make space available for another Authorized User). Provider is not liable for any defects in the Service or any damage caused by the use of the Service if Customer uses the free version.
6. CUSTOMER’S OBLIGATIONS
6.1. Cooperation. Beyond the rights and obligations set out in the General Terms, Customer shall at all times during the Agreement term maintain and operate Customer’s Systems in accordance with the Documentation and Provider’s recommendations.
6.2. Corrective Action. If Customer becomes aware of any actual or threatened activity prohibited by Section 5.1, Customer must, and must cause his/her Authorized Users to, immediately take all reasonable measures within their respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Service and erasing data to which any of them have gained unauthorized access) and notify Provider of any such actual or threatened activity.
6.3. Inspection. Provider may inspect or instruct a third party to inspect and Customer shall provide Provider with access to all relevant documents, premises, personnel, and other requested information to the extent Provider have reasonable grounds to suspect a breach of the Agreement by Customer. If an inspection reveals that Customer has used the Service in excess of that permitted by the Agreement, Customer will pay Provider the cost of such excessive use calculated pro rata in accordance with the current price list, including interest on such amounts, and any costs incurred in connection with the inspection within 15 days of the date of notification of the results of the inspection.
6.4. Customer’s Responsibility. Customer is solely responsible for:
a.) Customer’s Systems and the fact that they meet the requirements set out in the Documentation. If Customer does not meet these requirements, the Service may not function properly or at all,
b.) Legality of processing of Customer’s Data. In particular, Customer is responsible for ensuring that Customer is entitled to provide Provider with all Customer’s Data and that Provider’s use and processing of Customer’s Data for the purpose of providing the Service does not infringe any third-party rights, in particular intellectual property rights or privacy rights or obligations under any law or regulation. Customer is required to inform persons whose personal and other data Customer transfers to Provider of such transfer, and to obtain consent to such transfer of personal data where necessary,
c.) Use, security, and protection of access details from unauthorized use; and
d.) All access to and use of the Service through Customer’s Systems or the access details of Authorized Users, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.
7. FEES AND PAYMENT
7.1. Fees. The obligation to pay the fees is not tied to Customer’s actual use of the Service. If Customer does not use the Service, it shall not affect Provider’s right to payment of the fees in full. Unless expressly set forth herein, the fees are noncancellable and non-refundable.
These Terms and Conditions shall take effect on 01.06.2024.