General Terms of Service

1.1. These General Terms of Service are an integral part of the Agreement concluded between the Client and the Provider, governing the binding rules and conditions for the use of the Provider's Services and Products. These ToS govern the relationship between the Provider of Services and Products and the Client.

1.2. The definitions listed below have the following meaning for the purposes of these ToS:

ToS – means these General Terms of Service; Agreement – means the Agreement for the provision of Services and Products concluded between the Provider and the Client; Client – means a natural person consumer or entrepreneur and a legal entity entering into an Agreement with the Provider; Client Server – means a server or HW equipment that is not owned, controlled or managed by the Provider; Provider – means the company Apertia s.r.o., registered office at Slikova 549/4; Prague 6 – Brevnov; Czech Republic; Product – means any Service or part thereof delivered by the Provider under a specific trade name of the Provider in accordance with the Provider's trademark usage policies. The Client purchases the Product as is. Support and other services are provided separately, i.e. their provision must be agreed between the Client and the Provider separately; Price List – means a document or web page that determines the prices of Services and Products, unless stated in the Agreement; Provider's Server – means a server and other HW equipment that is owned, controlled or managed by the Provider. The Provider may use a third party to provide suitable server resources or capacity; Service Implementation Specification – means the conditions of Service implementation set by the Provider and/or individualized by the Client in the Agreement. No implementation of the Service is guaranteed in the price of the Service or Product, unless expressly stated; Service Support Specification – means the conditions of Service support set by the Provider and/or individualized by the Client in the Agreement. No support of the Service is guaranteed in the price of the Service or Product, unless expressly stated; Service – means a specific Service provided by the Provider to the Client under the Agreement, which may include Service maintenance, Service support and other services to the extent agreed in the Agreement; Trial Version of the Service – means the trial version of the Service that is made available to the Client free of charge and in a limited scope; Administrator – means a person authorized by the Client to administer their User Account; User – means a natural person who works for the Client (as an employee, partner, executive director, or a person cooperating with the Client on a long-term basis under a legal services agreement) for whom the Client creates a User Account; User Account – means a user account with a unique access code and password; Data Security System – means a document describing the methods securing data stored in the Service application; Parties – means the Client and the Provider collectively.

2.1. The Service is provided to the Client after the conclusion of the Agreement. These ToS are an integral part of the Agreement.

2.2. The Agreement is concluded on the day of signing by both contracting parties. In the case of concluding the Agreement via the web interface, the moment of concluding the Agreement is the payment of the Service price (in the case of payment via wireless transfer, the moment when the amount corresponding to the Service price is credited to the Provider's bank account) in the amount specified for the first billing period.

3.1. The Provider provides the paid Service at the internet address specified in the Product Specification and its subdomains or on the Client Server in accordance with the Agreement and the technical specifications stated in the Product Specification.

3.2. The scope of Services is defined in the Product Specification, which is an appendix to the Agreement. The Product Specification defines in detail the individual sub-Services in terms of content, price, and method of their activation.

4.1. Trial option: Before you decide on our service, we may offer you to try it in a Trial version. We provide this option at our discretion and to a specified extent.

4.2. How to start: If you are interested in trying it out, just fill in the order form on our website. By doing so, you agree to the trial version terms.

4.3. Trial period duration: The Trial version is available for the period specified in the Product Specification or as determined by us.

4.4. Working with data: During the trial period, you can store data, but only for testing functionality. Please note that we are not responsible for data stored during the trial period.

4.5. Transition to paid version: Before the end of the trial version, we will give you the option to switch to the paid version, including providing payment details. If you make a payment, we will transfer your data to the paid version. If you decide not to continue, the trial version will end after the specified period.

4.6. Data deletion after termination: After the trial period ends, your data will be deleted. We will notify you of the approaching end of the trial version and data deletion by email or through our portal.

5.1. Contract duration: Our contracts for SaaS solutions (services provided through a web interface) are standardly concluded for an indefinite period. This means you can use the service for as long as you need, with the option to terminate the service at any time with a pre-determined notice period.

5.2. Alternative solutions: If you would prefer a different model, such as a fixed-term commitment, we will be happy to discuss options and potentially conclude a fixed-term contract.

6.1. Payments for services: The Client undertakes to pay for the use of the Service according to tax documents issued by the Provider. These invoices will be sent electronically. Prices for Services are set in the Offer or Price List, unless otherwise stated in the Agreement.

6.2. Exceeding storage capacity: If the capacity used by the client within their plan (Basic, Standard, Maxi, Premium) is exceeded, an automatic price increase will be charged as follows: Basic: CZK 150 for each additional 10 GB above 30 GB. Standard: CZK 150 for each additional 10 GB above 50 GB. Maxi: CZK 150 for each additional 10 GB above 80 GB. Premium: The price is set individually and the client will be notified of the change by email.

6.3. Storage capacity changes: All changes regarding storage capacity will be notified to the client by email. If the client increases storage capacity, their plan will automatically adjust.

7.1. License terms: The system and all its modules are developed and provided under the GPL v3 license. Clients are allowed free access and modifications within the terms of this license.

7.2. SaaS platform solution: Clients who use the system as SaaS are allowed to export their data at any time. If the client is interested in transitioning to their own server and purchasing the system for their own use, such an option is possible by mutual agreement and adjustment of financial terms.

7.3. Custom system: When developing a custom system, where it is agreed in advance that the system will be deployed on the client's own server, the price of this solution is set individually.

7.4. Additional price adjustments: If during development or after its completion the client changes the requirement regarding where the system will be deployed, and transitions from SaaS to their own server, additional financial settlement may be required to account for the change.

https://www.gnu.org/licenses/gpl-3.0.html

8.1. Invoicing for SaaS services: For services provided in SaaS form, where there is no individually negotiated contract, billing terms are governed by these ToS. The billing period is generally monthly, unless otherwise stated in the Offer. The Provider will issue invoices with a due date of 14 calendar days, and invoices may be sent electronically via email.

8.2. Invoicing for services with SLA: For clients who have an individual contract with an agreed SLA, the billing period and payment terms are governed by the specifications stated in that contract.

8.3. Subscription and automatic renewal: Before the end of the billing period, the Provider will provide the client with new non-binding payment details for service renewal. By paying the invoice in accordance with these details, the service is automatically extended for another billing period.

8.4. Consequences of late payment: In the event of late payment, the Provider is entitled to charge interest at the rate of 0.5% for each commenced day of delay. If the client fails to make payment on time, the Provider may suspend or restrict the provision of the service until full payment of the outstanding amount. During this period, the client is still responsible for payments according to the received tax documents. Repeated late payments may be considered a material breach of these terms.

9.1. Service changes: The Provider may make changes to the scope or type of Services. The client will be informed of such changes through the web interface. Clients may terminate the Agreement if they refuse fundamental unilateral changes in these ToS, provided that such conditions are agreed upon.

9.2. Ensuring availability: The Provider will, within its technical capabilities, ensure that the Services are functional and available, provided the client meets basic system requirements. In non-standard situations, the procedure is governed by the agreement.

9.3. Monitoring and response: The Client is obliged to report problems with the speed or availability of Services immediately. Some events beyond the Provider's control may affect functionality, and the Provider is not responsible for those.

9.4. Temporary suspension of services: The Provider may temporarily suspend services for serious reasons, such as prevention of cyber attacks. The client will be informed of the interruption as soon as possible. The Provider is obliged to minimize the impact on services.

9.5. User data privacy: The Provider undertakes not to interfere with user data or share it with third parties. The Provider will not modify or monitor user content.

9.6. Data ownership: The Client retains ownership of all data stored on the client's server or the Provider's server. The Client is responsible for the data.

9.7. No-code and low-code responsibility: The Client acknowledges that changes made on the platform may lead to errors for which the Provider is not responsible.

9.8. Support: If support or system expansion is needed, the client contacts the Provider at podpora@apertia.cz.

9.9. Bug and discrepancy reporting: If the client discovers a bug or discrepancy in the system, they are obliged to report it immediately to the email address podpora@apertia.cz. The Provider undertakes to work immediately on eliminating reported bugs.

9.10. Bug categorization and resolution: Critical bugs: Bugs that have a fundamental impact on system functionality or cause complete service unavailability. These bugs will be resolved with the highest priority and the provider undertakes to begin remediation immediately after their reporting. Severe bugs: Bugs that affect important system functions but do not lead to complete unavailability. The Provider will begin remediation within 24 hours of their reporting. Minor bugs: Bugs that do not affect basic system functionality and have minimal impact on the user experience. These bugs will be resolved as part of regular system updates.

9.11. Progress communication: The Provider undertakes to inform the client about progress in resolving reported bugs and about expected remediation timelines.

10.1. Lawful use of the service: The Client undertakes to use the Service in accordance with generally binding legal regulations and not to misuse it for any illegal purposes.

10.2. Providing information: To gain access to the Service, the Provider may require certain identification data. The Client must ensure that the information provided is truthful, accurate, and up-to-date. The Client is also obliged to update this data in case of any change.

10.3. Cooperation during modifications: At the Provider's request, the client is obliged to provide necessary cooperation in resolving faults or making modifications that are necessary for the functionality of the Service. Specific instructions for cooperation will be provided in a timely manner via email or telephone.

10.4. Functionality extensions: If the client requires the development or implementation of new functionality, they are obliged to cover the costs according to pre-agreed terms. Both parties must confirm the scope and costs of the requested modification before commencing work, including the estimated timeframe.

10.5. Protection of access credentials: The Client bears responsibility for the confidentiality of their access credentials. They are obliged to protect them from misuse, among other things by using strong and unique passwords. The Client should regularly check and update security measures on their devices.

10.6. Liability for breach: If the client fails to comply with their obligations regarding access security, the Provider bears no responsibility for subsequent damages. The Client is also responsible for any damages caused to the Provider or third parties due to breach of these obligations. In the event of detecting a data leak, the client is obliged to immediately inform the Provider by email at podpora@apertia.cz.

10.7. Bug reporting and support needs: The Client is obliged to contact the Provider's support (podpora@apertia.cz) upon detecting a potential bug in the Service or if they require expansion of system modules. The Provider bears no responsibility for damage or defects caused by unauthorized modifications of the system by the Client.

10.8. Security incidents: The Client should immediately report any suspicion of security incidents. The Provider will provide instructions and support to minimize risks and protect data. The Client should have procedures in place for rapid response to potential incidents.

11.1. Administrator role: Each Client may designate one or more User Accounts with Administrator rights. The Administrator is authorized to perform the following activities: Add, modify, and remove User Accounts and set access rights to these accounts (e.g., access to reports, file creation, etc.). Have access to all Client data regardless of individual user access settings. Designate other User Accounts as Administrators.

11.2. Client responsibility: The Client bears full responsibility for all activities performed by Users within the Service and for all data uploaded to the Client's Account. The Client is obliged to ensure that all their Users comply with the provisions of these ToS and are aware of the importance of account security.

11.3. Security and Training: The Client should implement procedures for training Administrators and users so they fully understand their functions and responsibilities. Emphasis should be placed on compliance with security rules, such as regular password updates and monitoring access to accounts.

11.4. Support and problem escalation: In the event that the Administrator cannot find a solution to a problem, users should contact technical support at podpora@apertia.cz for further assistance.

12.1. Protection against harmful content: The Client must not upload, send, or otherwise store content on the Service portal that contains software viruses or other harmful files and programs that may damage or limit the functionality of the Provider's or other Clients' equipment.

12.2. Illegal and unethical content: The Client must not upload content whose possession or distribution is illegal, content that infringes the copyright of a third party, or that participates in criminal activity, such as spreading spam.

12.3. Unauthorized access: The Client must not attempt to gain unauthorized access to user accounts of other clients or to the Provider's servers.

12.4. Consequences of breach: Breach of the above obligations is considered a serious breach of contractual terms and establishes the Provider's right to immediately terminate the Agreement. The Provider is also entitled to demand payment of a contractual penalty of EUR 10,000 for each breach. In addition, the Provider may claim damages in full.

12.5. Prevention and training: Clients are recommended to familiarize themselves with best practices in the field of cybersecurity to prevent unintentional violation of these terms.

13.1. Methods of termination: The contractual relationship may be terminated by withdrawal from the Agreement, by expiration of the agreed duration of the Agreement, by dissolution of a legal entity (Provider or Client) with liquidation, by termination of the Agreement, or by written agreement between the Parties.

13.2. Termination of indefinite-term agreements: If the Agreement is concluded for an indefinite period, the Client is entitled to terminate the Agreement at any time without giving a reason. The notice period is one month and begins on the first day of the calendar month following delivery of the notice to the Provider.

13.3. Termination by the Provider: The Provider is entitled to terminate the Agreement at any time without giving a reason. The notice period is three months and begins on the first day of the calendar month following delivery of the notice to the Client.

13.4. Withdrawal by the Client: The Client is entitled to terminate the Agreement in the cases specified in Article 9.1 of these ToS.

13.5. Breach of obligations by the Client: If the Client materially or repeatedly breaches their obligations under these ToS or the Agreement and does not remedy the breach within 14 days from the date of delivery of a warning by registered letter or from the date of sending an email notice, the Provider is entitled to withdraw from the Agreement. The withdrawal takes effect on the day following delivery of the notification to the Client.

13.6. Immediate termination: If the Client breaches obligations in a particularly serious manner, the Provider is entitled to withdraw from the Agreement and terminate the provision of the Service with immediate effect upon discovery of such breach. The Client will be informed of this step in writing.

14.1. Maximum Provider liability: The total liability of the Provider for any claim arising from the legal relationship under the Agreement is limited to an amount equal to a maximum of the payment for the provision of the Service in the previous calendar year. If this cannot be determined, the maximum compensation is limited to the current quarterly fee for Services provided through the web interface.

14.2. Indirect damages and force majeure: The Provider is not liable for indirect damages, such as loss of profit, revenue, or data, nor for special or consequential damages. In the event of force majeure, the parties are not liable for non-compliance with their obligations under this Agreement. Force majeure includes natural disasters, wars, or legislative changes that prevent the exercise of rights and obligations.

14.3. Service availability: The Client acknowledges that despite the Provider's maximum efforts, temporary unavailability of the Service may occur for reasons beyond the Provider's control (e.g., internet connection failure). The Client agrees that all data must be backed up at another geographic location for increased security.

14.4. Use of service and compatibility: The Client uses the Service as is. Incompatibility with other software or hardware does not entitle the Client to cancel the order or to a refund.

14.5. Platform usage responsibility: The Provider is not responsible for loss or damage to data caused by changes made by the client on the no-code or low-code platform. The Client is aware that such modifications are at their own risk.

15.1. Controller responsibility: The Client is responsible for their legal obligations as the controller of personal data of users and clients. The Client determines the manner and scope of personal data processing and bears full responsibility for it. The Provider is not responsible for fulfilling the Client's legal obligations as a personal data controller.

15.2. Data processing by the Provider: The Provider collects data from the Client for the purposes of providing the service, improving quality, and sending commercial and marketing notifications. If the Client is a natural person, the following data is processed: name, surname, billing address, email, telephone number, and information about service usage. Data collection and processing takes place only with the express consent of the data subject under GDPR.

15.3. Data security: All communication within the service is encrypted using the SSL protocol. The Provider also uses other security measures to protect data and its integrity. The Client agrees that this method of security is sufficient.

15.4. Data confidentiality: The Provider undertakes not to provide any information regarding the Client or user account to third parties without the express consent of the Client, with the exception of legal obligations.

15.5. Data retention and use: Client data is stored in the Provider's systems for the duration of the contractual relationship. After its termination, only data necessary for compliance with legal obligations is retained. The Client agrees to the use of their name and logo in the Provider's client list during and after the duration of the contract, unless otherwise agreed.

16.1. Confidentiality: The contracting parties undertake to maintain confidentiality regarding all confidential information obtained within the contractual relationship. In the event of a breach of this obligation, the party that breached confidentiality may face legal consequences and possible sanctions, including compensation for damages.

16.2. Assignment of rights: The Client's rights arising from the Agreement and these ToS may not be assigned without the prior written consent of the Provider. This consent may not be unreasonably withheld.

16.3. Business activity: The Parties hereby expressly confirm that they act as entrepreneurs within the scope of their business activity when entering into this Agreement.

16.4. Invalidity of provisions: If any provision of the Agreement or ToS is invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties undertake to prepare an amendment replacing the invalid or unenforceable provision with an effective provision corresponding to the original intent, without undue delay.

16.5. Document priority: In the event of a conflict between different documents, the individual parts have the following priority: (i) Offer, (ii) Service Implementation Specification, (iii) Service Support Specification, (iv) Product Specification, (v) ToS, (vi) published information.

16.6. Dispute resolution: These ToS are governed by the law of the Czech Republic. Any dispute that cannot be resolved amicably shall be finally resolved by the arbitration court at the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic by three arbitrators. Each party appoints one arbitrator, and both agree on a third arbitrator. The arbitration award is final and binding on both parties, who will not challenge it in any jurisdiction.

17.1. Availability guarantee: The Provider guarantees the required level of Service availability, as specified in the relevant Service Support Specification. In the event of failure to achieve this level, clients are entitled to appropriate compensation, as stated in the relevant SLA.

17.2. Maintenance and updates: The Provider performs regular maintenance and updates to ensure optimal functioning of the Service. Clients will be informed of planned maintenance well in advance to minimize any impact on availability.

18.1. End of provision: After termination of the Service provision, the Provider will provide the Client with access to their data for migration purposes. Data will be retained for a defined period so the client can ensure its transfer to other platforms in accordance with the relevant agreements and legal regulations.

19.1. Right to change: The Provider reserves the right to change these ToS, informing Clients at least 30 days before the changes take effect. Clients have the right to refuse these changes and terminate the Agreement in accordance with the established procedures.