GENERAL BUSINESS TERMS AND CONDITIONS

GENERAL BUSINESS TERMS AND CONDITIONS OF UNIOSO S.R.O.

1.           Introductory Provisions

1.1         UNIOSO s.r.o., registered office Nádražní 344/23, Smíchov, 150 00 Prague 5, business ID No: 03379787, maintained by the Municipal Court in Prague under C 230143, also carrying on business under the trade name Orgis IT (UNIOSO), is a respected company providing various IT services.

1.2        These General Business Terms and Conditions (GBTC) apply within the meaning of Section 1751 of Act No 89/2012, the Civil Code, as amended (CC) and determine the rights and obligations of the Parties to an agreement for work or other, even unnamed, agreement (Agreement), in which UNIOSO appears as contractor or supplier (or a party labelled otherwise providing services or performing a work) and the other Party as client (or a party labelled otherwise purchasing services or a work) (Client); the Client and UNIOSO together the Parties) and the subject of which is the performance of a work or the provision of services. The GBTC are an integral part of an Agreement and an integral part of its content. The GBTC are an integral part of an Agreement even if the Agreement does not explicitly refer to them. The Client, by concluding an Agreement (which can also occur through the acceptance of its order by UNIOSO or its acceptance of an offer from UNIOSO), expresses his/her consent to the wording of these GBTC, which are valid and effective for the contractual relationship between the Client and UNIOSO as of the date of conclusion of the Agreement, and confirms that these GBTC form an integral part of it. These GBTC shall automatically also apply to any subsequent contractual relationships concluded between the Client and UNIOSO.

1.3          UNIOSO is entitled to unilaterally amend these GBTC. For a concluded contractual relationship, however, the wording of the GBTC valid on the date of conclusion of the contractual relationship shall apply.

1.4          In the event of a contradiction between the Agreement and these GBTC, the Agreement shall take precedence.

1.5       If UNIOSO issued special business terms and conditions for a specific contractual relationship (e.g. Special Business Terms and Conditions of UNIOSO s.r.o. for Hosting Services), then such contractual relationship shall be governed by (i) the special business terms and conditions; and (ii) these GBTC in matters not regulated by the special business terms and conditions. In the event of a contradiction between the GBTC and the special business terms and conditions, the special business terms and conditions shall take precedence. In the event of a contradiction between the Agreement and the special business terms and conditions and/or the GBTC, the Agreement shall take precedence.

2.          Conclusion of the Agreement

2.1      The UNIOSO offer is valid for one (1) month, unless expressly indicated otherwise. The UNIOSO offer is legally non-binding until the conclusion of the Agreement based on the offer (or the confirmation of an order of the Client based on the relevant offer from UNIOSO).

2.2         Without the explicit prior written consent of UNIOSO, UNIOSO is not bound by any of the conditions of the Client that are in contradiction to these GBTC or that supplement these GBTC in any way.

2.3     UNIOSO hereby explicitly excludes the possibility for the Client to accept an offer with an addendum or a variation pursuant to Section 1740(3) of the CC.

2.4        For the specification and scope of the work or service, the concluded Agreement and materials demonstrably provided by the Client not containing any defects are decisive. The Client shall hand over to UNIOSO all the relevant and materially correct technical specifications, familiarize it with all the required functions or qualitative parameters, familiarize it with the purpose of the work or service and with all the relevant circumstances (including the environment and operating conditions for which the work is intended or with which the service that should be provided by UNIOSO is connected.

2.5        If any materials additionally presented or modified by the Client for the performance of a work or provision of a service or additional changes to an order will mean or require a change to the scope of the work or service or the method for their performance, or if, during the performance of the work there appears a need for work that UNIOSO could not have anticipated from the materials and order presented at the time of conclusion of the Agreement even with the application of all due care, the Client undertakes to compensate UNIOSO for such work and supplies as additional work.

3.    Terms and Conditions for the Performance of a Work and Provision of a         Service

3.1     The Parties shall provide each other with the appropriate collaboration during the performance of a work and the provision of services to lead to the successful completion of the work or successful provision of the service.

3.2         Unless determined otherwise, the Client shall present UNIOSO with an order for the performance of a work or provision of a service in writing. Such order shall be binding for both Parties. If the Client does not deliver the order in writing or in another form that UNIOSO explicitly accepts, UNIOSO is entitled to refuse to perform the work or provide the service.

3.3     In the event of uncertainties or discrepancies resulting from the Client’s specifications, or in the event of unclear instructions from the Client provided to UNIOSO, UNIOSO is entitled to request the Client to elaborate the order or instruction or, if appropriate, to decide on the subsequent procedure. Until the receipt of the relevant elaboration or decision, UNIOSO is not obligated to continue with the performance of the work or provision of the service, and is not considered to be in default with its performances.

3.4         The Client is responsible for all materials submitted to UNIOSO for the performance of a work or provision of a service.

3.5         Unless an Agreement includes a binding deadline for the performance of a work or provision of a service by UNIOSO, the deadline for the preparation of a work or provision of a service is the usual deadline and failure to comply with it cannot be considered a serious breach of the Agreement.

3.6      The Client declares that he/she is competent to conclude an Agreement, that it has obtained all the necessary permits and agreements to conclude an Agreement and to comply with the commitments arising from it, and these permits and agreements are valid and effective in full as of the date of conclusion of the relevant Agreement.

4.          Handover and Takeover of a Work

4.1       The Client is not entitled to refuse to take over a work or service that has minor defects and unfinished work that do/does not prevent the normal use of the work or service.

4.2        The final handover and takeover of a work (and, if its nature permits, also the final handover and takeover of a service) is performed based on a written record.

4.3         If the Client refuses to take over a work or accept a service without a reason (if the nature of the service permits), or does not actually take over a work or service, or does not provide the necessary collaboration for the handover of a work or service, it shall be understood that the work was handed over or the service was delivered on the date that UNIOSO noted in the call to take over the work or the service as the date on which the handover of the work should have taken place. In such a case, UNIOSO is entitled to immediately bill the price of the work and/or service to the Client with a due date of fourteen (14) days from the sending of the invoice pursuant to Article 5.4, and further to bill to the Client the costs that UNIOSO incurred for storing the work.

5.           Fee

5.1     The fee for the performance of a work or provision of a service by UNIOSO shall be paid by wire transfer to the UNIOSO bank account indicated in the Agreement, based on tax documents issued by UNIOSO. The date of payment is considered to be the date the payment is credited to the UNIOSO bank account.

5.2        The fee, as well as any other financial amount indicated in the Agreement, is indicated without VAT. VAT shall be added to the fee pursuant to the relevant legislation at the amount valid as of the date of the taxable performance.

5.3       UNIOSO retains the right to change the prices in an appropriate manner and within a reasonable scope if the Client changes the specifications or scope of the subject of the work or service, or the deadline for the performance of the Agreement.

5.4       The Client shall pay the price for the work in the amount, using the method, and within the deadline arranged in the Agreement, otherwise within a deadline of fourteen (14) days from the sending of the invoice to the e-mail address of the Client that the Client has provided to it.

5.5      Invoices must comply with all the requisites of accounting and tax documents required by valid legislation for such documents. The Client agrees with electronic invoicing.

5.6          UNIOSO retains the right, if it has justified reasons, to require the payment of the price or part thereof in advance.

5.7      If the Client is in default with the payment of the price of a work or service or part thereof or a billed advance payment, UNIOSO is entitled to suspend work on the work or the provision of the service, to withhold any undelivered part of the work or service, or to refuse a new order, without UNIOSO being considered in default and without this meaning a breach of the Agreement by UNIOSO. The deadline for the completion and handover of the work by UNIOSO or the deadline for the provision of a service by UNIOSO shall be extended by the duration of the default by the Client.

5.8        UNIOSO retains the right to set off due and not-yet-due receivables of the Client against UNIOSO against due and not-yet-due receivables of UNIOSO against the Client that arise from the title of the provision of services or the preparation of a work. The Client explicitly agrees with such setting off of mutual receivables.

6.          Ownership Right to a Work

6.1         Unless explicitly determined otherwise in the Agreement, the ownership right to a work only transfers to the Client with the full payment of the price of the work. If, before the full payment of the price of a work, such work is handed over to the Client, UNIOSO consents that the Client may until full payment, and therefore until the transfer of the ownership right, use the work, but exclusively for its own needs, properly and in accordance with the purpose for which the work is intended and in accordance with other terms and conditions of the Agreement and with these GBTC, and may not allow the work to be used by a third party.

6.2        To exclude doubt, the Parties have agreed that if a service is provided by UNIOSO (in particular hosting), there shall be no transfer of ownership rights (or copyright rights or other intellectual property rights) to any result of the provision of the service from UNIOSO to the Client.  After the termination of the provision of the hosting service pursuant to the Agreement, the Client shall receive, upon request, an export of its database.

6.3       The risk of damage to the subject of performance transfers from UNIOSO to the Client at the moment of takeover of a work or any part thereof by the Client, to the extent of such handed over part of the work.

7.          Warranty and Liability for Defects  

7.1        Unless explicitly determined otherwise in the Agreement, UNIOSO does not provide the Client with a warranty for the quality of the work (“záruka za jakost”).

7.2         If, during a regular inspection (if provided, the inspection will be performed in a test environment in which the Client tests all the functionality of the work), the Client discovers defects in the work, it shall report them to UNIOSO in writing without undue delay, however at the latest within three (3) business days, while it shall describe the discovered defects in such a scope that the defect can be adequately identified. A later reporting of defects shall result in the preclusion of the right of the Client to claim UNIOSO’s liability for defective performance. The Client is also not entitled to exercise claims from defects in a work after the work was deployed in the production environment by UNIOSO upon an instruction from the Client.

7.3      UNIOSO is not liable for defects in a work that arise through unprofessional or unusual interference in the work by a person other than UNIOSO, through handling of the work contrary to the instruction manual or contrary to the training, for defects that arise through neglect of routine maintenance and repairs, and for defects that arise through damage to the work caused by a person other than UNIOSO.

7.4        UNIOSO is also not liable for defects resulting from erroneous or insufficient materials, information and documentation provided by the Client.

7.5     The Client shall report any hidden defects to UNIOSO in writing without undue delay after they are discovered, however at the latest within three (3) business days from their discovery. A later reporting of defects shall result in the preclusion of the right of the Client to apply UNIOSO’s liability for defective performance.

7.6          UNIOSO will propose a solution for the remedy of defects reported by the Client.

7.7         UNIOSO is not liable for damage and defects to a service and a work that arise as a consequence of force majeure. “Force majeure” means an event that is out of the control of UNIOSO and that occurred independently of UNIOSO. Such an event means e.g. a natural catastrophe, epidemic, war, terrorist attack, traffic blockade or strike in the relevant industry.

8.         Intellectual Property

8.1     Unless explicitly determined otherwise in the Agreement, all information, know-how and copyrights present in any manner in a work, in particular yet not limited to computer programs, technical drawings, sketches, plans, documentation, models, samples, protocols, preparations, delivered or made available to the Client by UNIOSO during the performance of the Agreement, remain the intellectual property of UNIOSO. UNIOSO retains the right to any intellectual and industrial property.

8.2      UNIOSO grants the Client a non-transferable, non-assignable, non-exclusive license to use such intellectual property exclusively for the normal use of the work within the scope of the purpose for which the work was created. In particular, the Client is not entitled to reproduce, alter or otherwise make this intellectual property available to a third party without the express written consent of UNIOSO. Any use (including any disclosure) of any intellectual property of UNIOSO outside the scope of the purpose for which a work has been created for the Client or beyond the scope expressly provided for in the Agreement is strictly prohibited.

9.          Nondisclosure Clause

9.1       The Client undertakes that confidential information relating to UNIOSO and its activities that become known to it during the performance of the Agreement will not be disclosed or made available to third parties and that it will not use it for its own benefit (other than in accordance with the purpose for which the confidential information of UNIOSO was made available to the Client) or to the benefit of third parties, and shall ensure that the confidential information is adequately protected from unauthorized disclosure. The Client shall keep the confidential information secret and communicate it only to the extent necessary and exclusively to its employees or subcontractors who are responsible for the performance of the Agreement and who need to know this information for this reason. Confidential information means, in particular, commercial, technical or legal information with which the Client is familiarized in any way in connection with collaboration with UNIOSO.

9.2      The obligation of confidentiality shall be survive the termination of the Agreement until the confidential information becomes generally known, provided that it does not become known through breach of the Client’s obligation to protect the confidential information.

9.3       The Client is not entitled to disclose information about its collaboration with UNIOSO, whether by disclosing UNIOSO information or logo through printing or advertising, presentation, sales materials or otherwise (Marketing Data) without the prior written consent of UNIOSO. UNIOSO is entitled to use the Marketing Data of the Client within the aforementioned scope.

9.4     For the duration of the contractual relationship and two (2) years after its termination, the Client undertakes to not contact (or enable a third party to contact) any employee of UNIOSO or a person collaborating with UNIOSO with an offer of employment or collaboration, nor will it conclude an employment relationship or any similar contractual relationship with such person without the prior explicit written consent of UNIOSO.

10.    Protection of Personal Data

10.1      UNIOSO se zavazuje chránit případné osobní údaje Objednatele dle platných právních předpisů.

11.    Insurance

11.1    UNIOSO declares that it has arranged liability insurance for damage caused by its operating activity or product defect to the Client or third parties under the terms and conditions common in the IT sector.

12.    Measures in the Event of a Breach of the Agreement by the Client

12.1    In the event of default by the Client in providing the necessary collaboration or giving the necessary instructions, as well as in the event of default by the Client in taking over a work or in the event of default in the payment of the price of a work or service or part thereof, UNIOSO shall be entitled to discontinue activity on the work or provision of the service until the Client arranges remedy. During this time, UNIOSO is not considered to be in default, and the deadline for completing the work or provision of the service shall be extended by the duration of the Client’s default.

12.2     If the obligation to perform a work or to provide a service is terminated as a result of withdrawal from the Agreement, the Client shall pay UNIOSO all the costs incurred and lost profit.

13.   Contractual Penalty and Compensation

13.1      The Client shall pay UNIOSO a contractual penalty:

(a)         in the amount of 0.05% of the price of the respective performance for each day of default if the Client is in default with the payment of the price of a work and/or service or part thereof,

(b)         in the amount of CZK 50,000 for each breach of a Client obligation under these GBTC, and

(c)           in the amount of CZK 200,000 for each breach of a Client obligation under Article 8 or 9 of these GBTC.

13.2    The application of any contractual penalty shall be without prejudice to the right of UNIOSO to compensation for the damage suffered, including compensation for damage exceeding the amount of the contractual penalty.

13.3     Compensation of damage that UNIOSO is obliged to provide to the Client is limited to CZK 1 000 000.

13.4     UNIOSO is not liable for any damage incurred by the Client that is unforeseeable in connection with a breach by UNIOSO, for insufficient economic success on the part of the Client, indirect or consequential damages (especially lost profit), while UNIOSO is similarly not liable for any damage resulting from third party claims.   

13.5       The Parties have agreed contractual default interest of 0.05% of the outstanding amount for each day of default.

14.    Term of the Agreement

14.1      Unless otherwise specified in the Agreement, the Agreement is concluded for an indefinite period of time.

15.    Termination of the Agreement

15.1    The Agreement may only be terminated in ways and for reasons expressly stated in these GBTC. The Parties hereby exclude the possibility of withdrawing from the Agreement for statutory reasons (in particular pursuant to Section 2002 CC). Withdrawal from the Agreement is thus only possible on the basis of the contractual reasons set out in these GBTC.

15.2     UNIOSO is entitled to terminate the Agreement (whether with a fixed or indefinite term) by written notice without giving a reason, delivered to the Client, with a notice period of one (1) calendar month commencing on the first day of the calendar month following the month in which the notice was delivered to the Client.

15.3     UNIOSO may withdraw from the Agreement for the following reasons on the basis of a written notice delivered to the Client and effective at the moment of delivery:

(a)           the Client is in default with any payment to UNIOSO for any reason, if the default is longer than 30 days and the Client does not remedy this delay even after an additional call by UNIOSO within 15 days of receipt of this call by the Client;

(b)       the Client does not provide UNIOSO with collaboration or binding instructions pursuant to these GBTC or the Agreement and does not remedy such delay even after an additional call by UNIOSO within 15 days of receipt of this call by the Client;

(c)          the Client is in default with taking over a work or accepting a service by more than 15 days;

(d)          the Client violates any provision of Articles 8 and/or 9 of these GBTC or any other of its obligations pursuant to the Agreement regarding the intellectual property or confidential information of UNIOSO;

(e)          a decision regarding a transformation of the Client or its business was sold;

(f)           the Client assigns its rights and/or obligations pursuant to the Agreement to a third party without the prior written consent of UNIOSO;

(g)          as soon as the Client‘s conduct undoubtedly shows that the Client is going to materially breach the Agreement or if the Client declares in advance that it does not intend to comply with its obligations pursuant to the Agreement or these GBTC; or

(h)      the Client enters into liquidation or files a debtor‘s petition to initiate insolvency proceedings, or insolvency proceedings are initiated with respect to the Client on the basis of a petition by a third party, and the Client does not, in UNIOSO‘s opinion, sufficiently prove to UNIOSO that the insolvency petition filed by such third party is unjustified.

15.4    The Client may withdraw from the Agreement for the following reasons on the basis of a written notice delivered to UNIOSO and effective at the moment of delivery:

(a)     UNIOSO enters into liquidation or files a debtor‘s petition to initiate insolvency proceedings, or insolvency proceedings with respect to UNIOSO are initiated on the basis of a petition by a third party, and UNIOSO does not, in the Client’s opinion, sufficiently prove to the Client that the insolvency petition filed by such third party is unjustified; or

(b)          UNIOSO is in default with the delivery of a work or provision of a service pursuant to the Agreement by more than 45 days, and UNIOSO does not remedy this delay even after an additional call from the Client within 30 days of receipt of this call by UNIOSO.

16.      Communication by the Parties

16.1      If, in the Agreement, the Client specifies any person as a person authorized to communicate on behalf of the Client with UNIOSO in certain matters (such as business, technical or contractual), any such person‘s conduct in the relevant matters is an act that legally binds the Client, unless explicitly arranged otherwise in the Agreement. Any change to such authorized person is effective as regards UNIOSO only at the moment of delivery of a written notice of change of the authorized person, and up to that moment any actions taken by the authorized person specified in the Agreement or the authorized person formerly reported by the Client to UNIOSO are binding upon the Client.

17.    Final Provisions

17.1    The Parties undertake that all disputes arising in connection with the Agreement or these GBTC, whatever their nature and cause, will be settled in a conciliatory manner. If such a conciliation agreement is not reached, disputes will be settled by the relevant courts of the Czech Republic, while the court with jurisdiction is UNIOSO’s court. Orders, offers, the Agreement and these GBTC are governed by the laws of the Czech Republic.

17.2   UNIOSO is entitled to transfer all rights and obligations pursuant to the Agreement, or the Agreement as a whole, to a third party, and the Client hereby gives its prior consent to this. The Client does not have this right.

17.3     The Client is not entitled to unilaterally set off any due or not-yet-due receivables against UNIOSO against any due or not-yet-due receivables of UNIOSO against the Client. 

17.4     In the event that any provision of the Agreement or these GBTC was or has become invalid, ineffective or unenforceable, such provision shall be deemed severable from the other content of the Agreement or the GBTC, and shall not affect the validity, effectiveness or enforceability of the Agreement or the GBTC as a whole. In such a case, the Parties undertake to replace such invalid, ineffective or unenforceable provision with another provision that is, as regards its content and purpose, as close as possible to the invalid, ineffective or unenforceable provision and that is not contrary to the other contents of the Agreement and the GBTC.

17.5     These GBTC are issued in Czech and English language versions. In the event of contradictions and discrepancies between these language versions, the Czech version is decisive.

17.6      These GBTC come into effect on  1.1.2018

17.7     As of the moment of conclusion of the Agreement (including its conclusion through confirmation of an order of the Client by UNIOSO or confirmation by the Client of an offer from UNIOSO), the Client declares that it has properly read these GBTC, fully understands them, and accepts all their provisions.

SPECIAL BUSINESS TERMS AND CONDITIONS OF UNIOSO S.R.O.  FOR HOSTING SERVICES

1.           Introductory Provisions

1.1       These terms and conditions (Terms and Conditions) have been issued by UNIOSO s.r.o., registered office Nádražní 344/23, Smíchov, 150 00 Prague 5, business ID No: 03379787, maintained by the Municipal Court in Prague under C 230143 (Provider) as the provider of the service of leasing capacity, computational and program resources of a computer connected to the Internet for the operation of internet applications and domain names through the Orgis hosting service (Hosting Service).

1.2       The Provider, under the Terms and Conditions indicated below, shall provide Users (as a User is defined below) with the Hosting Service for the following (defined below) applications: 

a)   the Odoo Community Application; and 

b)    the Odoo Enterpise Application.

2.           Definitions

2.1          The terms with capital letters below have the following meanings in these Terms and Conditions:

Odoo Community Application Is an open source ERP application called “Odoo”, which was developed by a community of developers and is available from the website www.odoo.com ; as of the date of effect of these Terms and Conditions it is published at: https://www.odoo.com/page/community . 
Odoo Enterprise Application is a higher standard (and not open source) Odoo Community Application; this Odoo Community Application superstructure is developed and provided for use by Odoo S.A. for a consideration. The Odoo Enterprise Application is available for Users after activation using a key provided by Odoo S.A. 
E-shop of the Provider is the e-shop of the Provider at the address www.odoois.com
Fair Use Policy these are terms and conditions that determine a limitation of capacity resources, the volume of transmitted data and other limitations for the Hosting Service that the Provider publishes in the Provider‘s e-shop.
Odoo S.A. Is the company Odoo S.A., VAT BE0477472701, registered office Chaussée de Namur, 40 1367 Grand-Rosière, Belgium.
Terms and Conditions have the meaning as set out in Article 1.1.
Odoo Community Application Terms and Conditions these are licensing terms and conditions applying to the Odoo Community Application and that are published on the website www.odoo.com ; as of the date of effect of these Terms and Condition they are published at: http://www.gnu.org/licenses/lgpl-3.0.en.html.
Odoo Enterprise Application Terms and Conditions these are licensing terms and conditions applying to the Odoo Enterprise Application and that are published on the website www.odoo.com ; as of the date of effect of these Terms and Condition they are published at: https://www.odoo.com/documentation/user/11.0/legal.html.
Provider has the meaning as set out in Article 1.1.
Server a computer permanently connected to the Internet through which the Hosting Service is provided.
Hosting Service has the meaning indicated in Article 1, and is further the provision of services designed for the operation of, and to ensure the operation of, Internet applications and services related to the operation of domain names through the Provider‘s resources. The content and subject of the Hosting Services is further defined by the Provider‘s current offer published in the e-shop of the Provider.
User is a customer of the Hosting Service for whom the Hosting Service has been properly established pursuant to these Terms and Conditions, or has been provisionally established pursuant to these Terms and Conditions for testing purposes.
GBTC are the General Business Terms and Conditions of the Provider available from the e-shop of the Provider.
Trial Period the period for which a future User may use the Odoo Community Application free of charge.

3.            Order for the Hosting Service and Operation of the Odoo Community         Application

3.1     The Hosting Service may only be ordered by persons registered with the Provider pursuant to these Terms and Conditions.

3.2      The Hosting Service is ordered by the User in the e-shop at the Provider’s website (www.odoois.com) by selecting the desired application (Odoo Community Application or Odoo Enterprise Application) and the parameters of the Hosting Service, primarily: (i) the number of users of the relevant application (while the minimum number of users is 5); and (ii) the duration of use of the Hosting Service (1 month or 1 year). Furthermore, the User selects the method of payment for the Hosting Service among the offered variants. The Hosting Service thus selected and confirmed in the e-shop of the Provider is a binding order with the Provider. If, after making a binding order, during the course of a purchased Hosting Service the User actually uses the relevant Odoo Community Application or Odoo Enterprise Application with a higher number of users than the number of users specified in the order, the Provider will bill the extra by increasing the price of the Hosting Service (or eventually another supplementary service) to the User for each month retroactively (irrespective of whether the relevant Hosting Service is for 1 month or 1 year). The calculation of the surcharge is governed by the Provider‘s price list current at the moment the tax document - invoice - is issued for the price for increasing the number of users. The User undertakes to pay this billed price to the Provider.

3.3      By confirming his/her order with the Provider pursuant to the previous Article 3.2, an agreement for the respective Hosting Service (and/or an additional service, if applicable) is concluded between the Provider and the User, and by confirming the relevant order the User concurrently confirms that he/she was familiarized with the GBTC and the Terms and Conditions, in both cases in their wording valid and effective on the date of confirmation of the order, while the wording of the current GBTC and Terms and Conditions is available to the User during the process of choosing the parameters of the Hosting Service and creating the order in the e-shop of the Provider, prior to the order confirmation actions. Any subsequent order of a Hosting Service or any other service of the Provider made by the User in the Provider‘s e-shop shall be governed by the GBTC and the Terms and Conditions valid and effective on the date the User confirmed his/her order for the respective service, and the GBTC and the Terms and Conditions fully supersede any previously accepted GBTC and Terms and Conditions on that date. 

3.4        The User explicitly agrees that if, during the order of a Hosting Service (or any additional service) he/she chooses and confirms “recurrent payment” as the electronic payment method, then the Provider and the GoPay payment gateway or other payment gateway identified in the Provider’s e-shop will store all the indicated payment data, and so the payments will be made automatically (without prior notification of the User) for each period of the Hosting Service (monthly or annually) and the Hosting Service will be automatically extended (for the same period - monthly or annually) until termination in customer administration through an action actively performed by the User. Payments for a subsequent (automatically extended) period will always be performed as of the last day of the month in which the relevant duration (monthly or annually) of the Hosting Service originally selected by the User ends. If, during this Hosting Service, at any time from the moment of performance of the original Hosting Service order there is a change to the Terms and Conditions, the GBTC or the Provider’s price, the Terms and Conditions and the GBTC and price list valid and effective at the moment of performance of the last payment connected with the connected Hosting Service will always apply to the Hosting Service.

3.5       The Provider, on the basis of a binding order from the User, will put into operation for the User the Odoo Community Application Hosting Service within 1 (one) business day from the full payment of the respective price of the Hosting Services by the User. Putting the Hosting Service into operation means the moment when the Provider makes the access data for the Odoo Community Application available in any form. If the User orders the Hosting Service for the Odoo Enterprise Application, the Provider shall proceed as follows, and the User hereby gives his/her consent to this: On the business day following the day on which the User paid the price for the Hosting Service pursuant to the relevant order, the Provider shall create an environment for the User for the subsequent use of the Odoo Enterprise Application, and inform Odoo S.A. that the User is interested in a license for the Odoo Enterprise Application. Subsequently, Odoo S.A. will send an offer of terms and conditions for obtaining a license to use the Odoo Enterprise Application and a draft order directly to the User. After the User concludes an Agreement to purchase a license for the Odoo Enterprise Application with Odoo S.A. based on a confirmation of his/her order with Odoo S.A., he/she will receive an e-mail from Odoo S.A. with an activation (license) key that he/she inserts into the environment the Provider has created for the User for the payment of the Hosting Service. If the User does not use the activation key in the system (environment) that the Provider created for the User for the purposes of the Odoo Enterprise Application within one month from the date on which the User paid for the respective Hosting Service, the system will automatically and without prior notice be blocked and will no longer be accessible by the User. In such a case, the User will not be entitled to a refund of the price of the respective Hosting Service.

3.6     After the Hosting Service is made operational, and after the User has been registered for the Odoo Community Application or the Odoo Enterprise Application, the User enters the Odoo Community Application or Odoo Enterprise Application environment, where he/she can download and then use the individual modules they selected. Some modules are offered as open source through the Odoo Community Application, and the User shall comply with the Terms and Conditions of the Odoo Community Application when using them. If some modules are designated as a product developed by the Provider, then the User shall, when using them, comply with all the Provider’s licensing terms and conditions relating to these modules and listed below in Article 8 of these Terms and Conditions. The modules offered within the Odoo Enterprise Application are governed by the Odoo Enterprise Application Terms and Conditions.

3.7       After the termination of provision of the Hosting Service, the User is only entitled to continue to use his/her database created from his/her own data and the open source modules of the Odoo Community Application, however is not entitled to continue to use the modules developed by the Provider or the modules provided as part of the Odoo Enterprise Application, and access to them will be lost with the termination of the Hosting Service. The User expressly agrees to this arrangement and confirms that the Provider is not liable for any damage, loss of data or any other harm the User may incur from loss of access to the modules indicated in this Article 3.7.

3.8      If the Provider offers on its website or otherwise provides the User with a trial version of the Odoo Community Application for a limited amount of time (Trial Period), these Terms and Conditions (and all their provisions, including references to these GBTC) shall mutatis mutandis to the trial version within a reasonable scope during the Trial Period.

4.             Registration

4.1        A User who wishes to register must truthfully fill in the information required for the registration on the Provider‘s website and must send these data via the Provider‘s website to the Provider.

4.2         No person is entitled to be or remain registered with the Provider if he/she no longer uses or has not yet used the Odoo Community Application or the Odoo Enterprise Application. The Provider is entitled to refuse to register a person and to cancel an existing registration (if he/she no longer uses or has not yet used the Odoo Community Application or the Odoo Enterprise Application) at any time without giving any reason, without such person gaining entitlement to any compensation for any damage thus incurred.

5.             Rights and Obligations of the User

5.1        The User orders the Hosting Service only for the operation of the Odoo Community Application or the Odoo Enterprise Application.

5.2         The domain name can be chosen by the User and the Provider will activate it after redirecting the domain name to the Provider‘s servers. The Provider does not bear any liability for the use of the domain name of the User and will not verify ownership of the domain name by the User or the period for which the User is entitled to use the domain name. The Provider is not liable for any deficiencies in the Hosting Service caused by the expiration or loss of the User’s ownership of a domain name in another way.

5.3       The establishment of the Hosting Service gives the User the possibility to use all the standard additional services and benefits offered by the Provider in relation to the Hosting Service. The User may order additional services according to the current offer, terms and conditions and price list of the Provider available in the e-shop of the Provider or based on a written or oral agreement with the Provider. Article 3.3 of these Terms and Conditions shall apply mutatis mutandis to additional services. 

5.4        The User acknowledges that the Odoo Community Application and the Odoo Enterprise Application are in English and that Czech translations, provided as an additional and/or optional benefit by the Provider, are not official translations. The Provider is not liable to the User for the accuracy of the Czech translation of any text or components of the listed applications, and the User acknowledges that the Czech translations (as an additional benefit) are provided only on an informative, non-binding basis. In the event of purchase of the indicated benefit of the Czech translation, the User agrees to use it at his/her own responsibility, that he/she bears the risk of inaccuracy of the translation and is not entitled to exercise any claims arising from any inadequacy or incompleteness of the translation against the Provider.

5.5         The Provider is not liable for ensuring that the additional billing module or other similar type of module provided by it complies in all respects with Czech legislation and the prerequisites of a tax document as required by legislation. If the User decides to use it, he/she does so at his/her own responsibility, bears the risk that it does not comply with legislation and related deficiencies, and expressly agrees that he/she is not entitled to exercise any claims against the Provider arising from the incompatibility of any part of the additional billing module (or other additional module of a similar type) and any of its templates or tools with legislation. He/she shall check its compliance with legislation.  If the User finds any inconsistency with legislation, he/she is entitled to notify the Provider of such non-compliance. The Provider shall provide the User with reasonable collaboration to remove a discovered deficiency, but is not obligated to remove it. 

5.6        The User undertakes to pay the fees for the Hosting Service, always according to the current price list published in the Provider‘s e-shop. The Provider is entitled to unilaterally modify the price list, however will inform the User in a suitable manner of this. Unless determined otherwise in these Terms and Conditions, a change to the price list has no impact on a Hosting Service already ordered.

5.7       The User may use Server resources provided to him/her based on the establishment of the Hosting Service for the agreed number of users and the agreed duration of the Hosting Service. The level of use of Server resources by the User (such as capacity, the amount of data transferred between the Server and the User, etc.) is limited by the Provider as set forth in the Fair Use Policy and also if Server administration and system tasks are being performed by the Provider. The connection speed between the Server and the User‘s computer is determined by the technical specification and can be ordered according to the current offer of the Provider. If the User exceeds the limit set in the Fair Use Policy, the Provider will warn him/her of such breach. In such a case, the Provider is also entitled, without prior notice to the User, to slow or completely block the API and to bill the User additional fees according to the Provider‘s current price list.  The User may not unnecessarily burden the API and is required to optimize API requests. 

5.8       The User is liable for the technical correctness and security of all applications, scripts, programs and files that he/she places on the Server, and also for all the methods he/she uses to communicate with the hosting Servers. This liability for security includes in particular the possibility of misuse of the Odoo Community Application or Odoo Enterprise Application, scripts or programs by a third party in relation to unauthorized use of Server resources, such as allowing third parties to run arbitrary SQL queries under the User‘s assigned identity or to allow third parties to send e-mails from the Server without disclosing of the origin of the e-mail (the www page/domain from which the e-mail was sent).

5.9         If the Provider calls the User in any way to remedy the deficiencies referred to in Article 5.8 above or similar deficiencies as defined by the Provider, the User shall remedy these deficiencies without delay, but no later than within 24 hours. The Provider has the right to unilaterally suspend the validity and operation of the Hosting Service for the period from the delivery of the call to the User to the remedy of the discovered deficiencies by the User. The Provider is not considered to be in default for the duration of the interruption of the Hosting Service. The User is liable for any damage or other loss caused by deficiencies referred to in Article 5.8 incurred by third parties and/or the Provider.

5.10     The User may not place content on the Server that is illegal or contrary to good morals. For example, he/she may also not publish pages with explicit content (such as pornography). Pages with such content are not allowed even if access is protected by a password. A breach of this article entitles the Provider to suspend or terminate the provision of all Hosting Services provided to the User (i.e., to withdraw from the Agreement with immediate effect). The Provider is not considered to be in default for the duration of such interruption of the Hosting Service. In the event of withdrawal from the Agreement, the Provider is not obliged to refund to the User any portion of the fee he/she has paid for the Hosting Service terminated by such withdrawal. This provision applies especially to publicly accessible pages of the system and portal access.

5.11     The User may not use Hosting Services in a way that would result in a breach of the rights of the Provider or third parties, or that could otherwise disadvantage other Users when using shared Server resources. The User may also not use the provided resources in a manner enabling him/her to acquire an unjustified advantage over other Users or in a manner that could result in interruption of or damage to the Server‘s operation. An attempt to breach the security and smoothness of operation of the Hosting Service is a serious breach of the User‘s obligations. A breach of this article entitles the Provider to suspend or terminate the provision of all Hosting Services provided to the User (i.e., to withdraw from the Agreement with immediate effect). The Provider is not considered to be in default for the duration of such interruption of the Hosting Service. In the event of withdrawal from the Agreement, the Provider is not obliged to refund to the User any portion of the fee he/she has paid for the Hosting Service terminated by such withdrawal.

5.12   The User shall provide correct, complete and true contact information when ordering the Hosting Services for the purpose of invoicing the provided Hosting Services, registering and operating the domain name, and communicating with the Provider. The User shall maintain and, if necessary, update his/her contact details for the purpose of communication with the Provider.

5.13      The User shall protect provided access names and access passwords to established services (including Hosting Services) and Server resources from misuse by a third party.

5.14      The User undertakes to immediately inform the Provider about a discovered technical or security defect in the operation of the Hosting Service by e-mail to support@orgis.cz.

5.15     The User is liable for all damage caused through the use of the provided Hosting Services. The Provider is entitled to seek compensation from the User for damage caused by the User, including lost profit. Compensation means in particular, but not limited to, the time and costs incurred by the Provider for the removal of a defective state resulting from unauthorized or improper use of Server resources by the User, damage occurred on Server operation, damage incurred by third parties and especially by other Users, damage incurred through the suspension of operation of the Server, or damage incurred by the operator of the Odoo Community Application or the Odoo Enterprise Application that such operator seeks against the Provider. Compensation for lost profit means, in particular, but not exclusively, compensation for the ordinary profit that the Provider would have achieved during the period of interruption of the continuous operation of the Hosting Service if it had not been interrupted, and the compensation of lost profit caused by damage to the Provider‘s reputation or loss of Users.

5.16      If the User requests from the Provider administrator access to the Odoo Community Application or the Odoo Enterprise Application, the Provider shall not be liable for damage resulting from unprofessional interference with the Odoo Community Application or Odoo Enterprise Application performed by the User‘s administrator.

5.17     The User shall pay and indemnify the Provider for any damage or loss incurred by the Provider as a result of a breach of the User‘s declarations and warranties contained in these Terms and Conditions or in connection with such breach or as a consequence of the breach of any of the User‘s obligations under these Terms and Conditions.

6.           Rights and Obligations of the Provider

6.1        The Provider shall ensure the continuous operation of the properly ordered and fully paid Hosting Services. Exceptions to this obligation are situations that the Provider cannot influence and that cannot be avoided (e.g., force majeure, accidents, outages of public telecommunication networks, etc.), or actions necessary to ensure the operation or security of the Hosting Services (e.g. hardware maintenance, software upgrades etc.). The Provider is not liable for outages of the Hosting Service caused by facts or events listed in the previous sentence, nor is it liable for any losses incurred by the User as a result of such outages.

6.2        The Provider shall continuously monitor traffic on the Server and ensure the continuous administration of the Server for optimal operation of the Hosting Service.

6.3        The Provider shall secure the Hosting Service against a breach of operation by a third party or against the abuse of the Hosting Service by a User, depending on the nature of the provided program resources. In the event of a situation resulting in a conflict between the security solution and the scope of the Hosting Services offered, the security of the Hosting Service shall take precedence.

6.4        The Odoo Community Application or Odoo Enterprise Application Hosting Service have automatically generated domain names. If a User requires the use of a non-automatically generated domain name, he/she shall ensure that the provider (different to the Provider) of such other domain name redirects the Hosting Services to such other domain name. The Provider does not bear any responsibility for the correctness and functionality of such redirection, and in the event of any deficiencies in the redirection, the Provider is not considered to be in default with the proper provision of the Hosting Services.

6.5        The Provider shall notify the User in a timely manner, but no later than 14 days in advance, of the fact that the period for which the User has subscribed to the Hosting Service will soon expire in the form of an e-mail message sent to the contact e-mail address provided by the User as part of the Registration.

6.6        The User is entitled to extend the Hosting Service prior to the expiration of the period for which it was arranged in the method for ordering the Hosting Services under these Terms and Conditions. The Provider is not liable for any loss incurred by the User as a consequence of forfeiture (non-renewal) of the User’s Hosting Services.

6.7      The Provider has the right to cancel a Hosting Service provided to a User (i.e. to withdraw from the agreement with immediate effect) who is in default with any payment for the Hosting Service or any other service provided by the Provider to the User. In the event of such cancellation of a Hosting Service (withdrawal from the agreement), the Provider is not liable for any loss resulting from loss of data of the User and/or loss of availability of the Odoo Community Application or Odoo Enterprise Application, or otherwise due to the cancellation of the Hosting Service.

6.8          The Provider is not liable for any infringement of rights connected to trademark, domain name, e-mail address, or any other marks used by the User. The Provider is in no way bound to review the User‘s authorization for such marks or any other content of the User.

6.9          The Provider has the right, unilaterally, immediately and without prior notice to the User, to suspend the provision of the Services to the User in cases where the operation of the Odoo Community Application or the Odoo Enterprise Application is leading or could lead to damage or a threat to other Users or the Provider, their property, data or legitimate interests, or a breach or the threat of breach of the security of the Provider‘s Server, and in cases of breach of the User‘s obligations under these Terms and Conditions.

6.10    The Provider is entitled, unilaterally and at any time, to change the functionality of the Hosting Service. In the event of a change to the functionality of the Hosting Service, the Provider will provide a description of this change on its website.

6.11     The Provider hereby notifies the User, and the User hereby acknowledges, that the Odoo Community Application and the Odoo Enterprise Application are not a system developed by the Provider and that the Provider is not in any way liable for any legal defects, errors, deficiencies or outages of these systems or for any detriment to the User caused by such defects, errors or deficiencies.

6.12     In the event of the use of the Odoo Website and Ecommerce module, the Provider has the right to modify the hosting fee, subject to Article 5.7, proportionally to the frontend visitor load.

7.             Special Arrangements Relating to the Odoo Enterprise Application

7.1        If the User has ordered the Odoo Enterprise Application within the Hosting Service, the following special provisions of this article apply, otherwise these Terms and Conditions apply.

7.2     The User shall order the Odoo Enterprise Application directly from Odoo S.A. When ordering and using the Odoo Enterprise Application, the User is in a direct contractual relationship with Odoo S.A., under the Terms and Conditions of the Odoo Enterprise Application. The Provider is not a party to this contractual relationship. The Provider shall provide the User with reasonably required assistance when dealing with Odoo S.A. to enable the User to order the Odoo Enterprise Application from Odoo S.A. and to obtain the activation key for the Odoo Enterprise Application from Odoo S.A. The Provider is not in any way responsible for the conduct of Odoo S.A. in relation to the User, or for Odoo S.A. making the Odoo Enterprise Application available to the User or making the activation key available. The Provider is also not responsible for the validity of the license or activation key for the Odoo Enterprise Application license. It is the sole responsibility of the User to maintain the contractual relationship with Odoo S.A. and to fulfill all its obligations under the contractual relationship with Odoo S.A. If the Odoo Enterprise Application license expires or the license is terminated for whatever reason, or if for whatever reason the User is deprived of the use of the Odoo Enterprise Application, the Provider shall not be liable for any such prevention of use of the Odoo Enterprise Application and any related consequences, including any loss incurred by any person, including loss of data.

8.             Licensing Arrangements

8.1          The following arrangements apply to the provision of the Hosting Services:

(a)           the licensing terms and conditions of the Odoo Community Application are governed by the licensing terms and conditions specified in the Odoo Community Application Terms and Conditions;

(b)           the licensing terms and conditions of the Odoo Enterprise Application are governed by the licensing terms and conditions specified in the Odoo Enterprise Application Terms and Conditions; and

(c)          if, as part of the Hosting Services, the Provider has developed modules or benefits labeled as a product developed by the Provider (or in another way that makes it apparent that this is a module or benefit developed by the Provider), the Provider grants a license to exercise the right to use the module or benefit, namely: (i) as non-exclusive; (ii) for a specified period of time, namely for the duration of the provision of the Hosting Services to the User, or for a shorter period of time depending on these Terms and Conditions; (iii) to all methods of use and without limitation to the quantitative scope of use; (iv) without territorial limitation, and (v) for the User‘s internal needs. The User is not authorized to modify or change these modules and/or benefits in any way or to connect them with other works or the results of any creative or other activity, whether their own of that of third parties, for any purpose. The User is not authorized to provide a sublicense, to assign a license to a third party either in whole or in part, or to transfer any authorization from the license to any third party in any way. The User is not authorized to use the indicated modules and/or benefits in any way for the development of other or similar modules for his/her own use or for the purpose of offering and selling them to third parties.

9.             Price and Payment for the Hosting Services

9.1          The price of the Hosting Service and any additional modules or benefits or other additional services is determined by the Provider‘s price list available in the e-shop on the Provider‘s website valid at the moment the order is made by the User in accordance with these Terms and Conditions. This is without prejudice to Article 3.2 in relation to the price for increasing the number of users compared to the original order from the User. The prices are set in CZK, USD and EUR, which the User can choose between. 

9.2          If the User, after the first order of any service (including the Hosting Service) in the e-shop of the Provider makes another order for identical or other services, the price of the ordered service is governed by the price list current at the time of confirmation of such subsequent order of the given service by the User. Prices that were related to previously ordered services (including the Hosting Service) are not applicable to services ordered later if the price list has changed in the meantime, and the current price list shall be applied at the time of the relevant order. This is without prejudice to Article 3.4 of these Terms and Conditions.

9.3          The User undertakes to pay the price of the Hosting Service it selects (or any additional service or module or benefit) in the way he/she chooses from the options offered when making his/her order in the e-shop of the Provider (for example, payment online via a payment gateway or cashless transfer). The Provider, when a service is ordered, shall issue and deliver an advance invoice to the User for the respective price in the respective currency by e-mail to the e-mail address for billing specified by the User. The invoice due date is 14 calendar days, unless determined otherwise. The date of payment is the date on which the payment is credited to the Provider‘s account.  

9.4.    Invoices for the price for an increased number of users pursuant to Article 3.2 of these Terms and Conditions are issued monthly retroactively on the first day of the month following the month of provision of the service being invoiced, with a due date of 14 calendar days.

9.5         The User agrees that the Provider is entitled to issue tax documents in electronic form.

10.    Fair Use Policy

10.1    Fair Use Policy (FUP) determine a limitation of capacity resources, the volume of transmitted data and other limitations for the Hosting Service. The FUP unit is equal to one worker per user. The table below specifies the parameters for one worker:

Worker

Trafic

Data storage

(1,5GB RAM; 1GHz CPU)

1GB

5GB

10.2  If the User exceeds the limit set in the Fair Use Policy, the Provider will warn him/her of such breach. In such a case,             the Provider is also entitled, without prior notice to the User, to slow or completely block the API and to bill the User             additional fees according to the Provider‘s current price list.  The User may not unnecessarily burden the API and is             required to optimize API requests.

11.     Personal Data

11.1     In order for the Operator to provide the Hosting Service to the User in accordance with these Terms and Conditions, it must process some of his/her personal data. The Operator further processes the personal data of the User to protect its legitimate interests. The details are contained in the terms and conditions of personal data protection that the User accepts when making an order for the Hosting Service or other services of the Provider in the Provider‘s e-shop. 

12.      Termination of Provision of the Hosting Service

12.1   The Parties are entitled to withdraw from an agreement whose subject is the provision of the Hosting Service or additional services or additional modules or benefits in cases when it is explicitly authorized to do so in these Terms and Conditions and/or the GBTC. The Parties exclude withdrawal from the Agreement for statutory reasons.

12.2     The Provider is entitled to terminate by notice an agreement to provide the Hosting Service or additional service or additional module or benefit and to cease providing the Hosting Service without giving any reason, with a three-month notice period for the Hosting Service with an annual duration and a one-week notice period for the Hosting Service with a one-month duration. The notice period starts running on the first day following the day the notice is delivered to the User.

12.3     The User is entitled to terminate by notice an agreement for the provision of the Hosting Service or additional services or additional module or benefit without giving any reason and with immediate effect. In such a case, however, the Provider is not obliged to return to the User any amount of the price paid by the User for the Hosting Service or additional service or additional module or benefit under the relevant agreement terminated prematurely by the User through giving notice.  

13.      Final Provisions  

13.1    The User undertakes to comply with these Terms and Conditions, the GBTC, the Odoo Community Application Terms and Conditions and the Odoo Enterprise Application Terms and Conditions.

13.2     Any matters that are not expressly governed by these Terms and Conditions are governed by the provisions of the GBTC.  In the event of a conflict between these Terms and Conditions and the GBTC, these Terms and Conditions take precedence..

13.3   The Provider is entitled to unilaterally modify these Terms and Conditions. For a concluded contractual relationship, however, the wording of the Terms and Conditions effective at the time of confirmation of the order of any Hosting Service or additional service or additional module or benefit in the e-shop of the Provider shall apply.

13.4    All legal relationships arising based on or in connection with these Terms and Conditions are governed by the laws of the Czech Republic. All disputes will be decided on before the courts of the Czech Republic.

13.5    If any provision of the Terms and Conditions becomes invalid or ineffective, a provision whose meaning is as close as possible to the economic purpose of the invalid or ineffective provision shall be applied instead of such invalid provision. The invalidity or ineffectiveness of any provision is without prejudice to the validity and effectiveness of the other provisions. The invalidity or ineffectiveness of any provision only in relation to a particular entity or a group of entities is without prejudice to the validity and effectiveness of such provision with respect to other entities.

13.6     These Terms and Conditions are issued in Czech and English language versions. In the event of contradictions and discrepancies between these language versions, the Czech version is decisive.

13.7     These Terms and Conditions shall become effective on  1.1.2018

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