General Terms and Conditions of Contesaur

1.  Introductory provisions

1.1. This document serves as the general terms and conditions of the Contesaur service and regulates the legal relations between the Customer and the Provider that arise in connection with this service.

1.2. An integral part of the GTC are the Terms and Conditions of personal data processing, which are available under the URL www.contesaur.com/privacy-policy.

2. Definition

2.1. For the purposes of these GTC, the following definitions apply:

        2.1.1. Price list means the price list listed on www.contesaur.com/pricing, which governs the individual prices for each Plan and the Company, or an appendix to the Agreement, if expressly agreed by the Parties. 

        2.1.2. The Customer shall be understood as a natural person doing business or a legal person who has concluded a Contract with the Provider. For the avoidance of doubt, the Service is not provided to consumers.

        2.1.3. Plan means the tariff and the specific conditions under which the Customer uses the Service. The Plans are listed on the Provider’s website at www.contesaur.com/pricing.

        2.1.4. The Provider is Pretty Much Nomads s.r.o., with registered office at Chudenická 1059/30, Hostivař, 102 00 Prague 10, registered under file No. C 330591, registered with the Municipal Court in Prague, ID No. 090 83 863.

        2.1.5. Service means the Contesaur service, which is used for strategic planning and implementation of marketing content, including the creation of statistics and reports. An overview of the functionality is provided at www.contesaur.com/features-overview.

        2.1.6. Contract means a contract for the provision of the Services which is concluded in accordance with the procedure set out in Article 3 of the Contract.

        2.1.7. The contracting parties are the Provider and the Customer.

        2.1.8. Company means a unit of environment in the Service that corresponds to the aggregate of marketing channels to a single entity, entity, project or brand.

        2.1.9. User means a natural person who is the Customer, represents the Customer or is designated by the Customer to operate the Service through the User Account, or any other person who cooperates with the Customer.

        2.1.10. User account means the interactive interface of the Service through which the User operates the Service.

        2.1.11. GTC means these General Terms and Conditions of the Contesaur Service, which form an integral part of the Contract.

3. Conclusion of the contract

3.1. The service is provided on the basis of a Contract concluded between the Provider and the Customer, through:

        3.1.1. e-mail;

        3.1.2. the registration form on the Provider’s website as part of the User account setup;

        3.1.3. order form, as part of the creation of the Company;

and which consists of these GTC.

3.2. Within the ordering process, or negotiation of the Contract, the Customer shall choose:

        3.2.1. under which Plan the Contract will be used, with more detailed information on the functionalities and differences between the individual Plans provided on the Provider’s website;

        3.2.2. for what period the Contract is concluded with regard to the frequency of payment of the price for the Service.

3.3. For the avoidance of doubt, the Provider is not obliged to enter into the Contract, and the Contract is concluded at the moment of receipt of the confirmation of registration by the Provider. The Parties also exclude the modified acceptance of the offer to conclude the Contract and the binding and validity of terms and conditions other than these GTC.

3.4. The Contracting Parties may conclude the Contract in a manner other than that set out in paragraph 3.1 of the Conditions, which implies an agreement on the content of the Contract and to which these GTC shall be an annex.

4. More information about the service

4.1. After creating a registration and setting up a User account, the Customer is entitled to create a Company or join an existing Company created by another User. The creation and use of the User Account is free of charge.

4.2. The Customer is entitled to create a Company, and after the creation of the first Company, the Company may be used within the Trial Version. Upon completion of the Trial Version, the Customer selects a Plan and upon payment of the price, the Contract relating to that Company is deemed to be concluded.

4.3. Within the framework of the use of the Service, namely within the Company established by the Customer, the Customer may assign different roles to Users. The Customer acknowledges that the Provider is not responsible for the consequences of incorrect or ill-advised assignment of a role to any User.

4.4. The Service is provided “as is” and the Customer acknowledges that the Provider does not guarantee the availability of the Service or its full functionality for the entire duration of the Agreement.

4.5. The software that is an integral part of the Service is provided in Software as a Service (“SaaS“) mode, whereby:

        4.5.1. such software is operated and run on the Provider’s infrastructure, and no executable copy of the software is made available to the Customer;

        4.5.2. No software license is provided to the Customer.

5. Trial verze

5.1. For a period of 7 days from the creation of the first Company, the Customer shall use the Service in Trial version mode, under the conditions specified in this Article 5 of the GTC. The Service in Trial Version mode is provided for the purpose of testing the functionalities of the Service, while the Provider does not guarantee the functionality or availability of the Service in Trial Version mode.

5.2. The Trial ends upon expiration of time or payment of the price for the selected Plan.

5.3. The Customer acknowledges that re-registration of the User under a different e-mail address or any other misuse of the Trial version shall be considered a material breach of these GTC and the Agreement.

6. User account

6.1. The Customer is entitled to use the Service through the User Account that it creates for this purpose or allows third parties who cooperate with the Customer to create. For the avoidance of doubt, actions performed by the User within the Company managed by the User shall be deemed to be performed by the Customer for the purposes of the GTC, and the Customer undertakes to ensure that all its Users are bound by the obligations under these GTC.

6.2. For the avoidance of doubt, in the event of default by the Customer on any claim under these GTC or the Agreement, the Provider is entitled to restrict the User Account. The same applies to situations where the User breaches the terms and conditions in these GTC. In the event of a serious breach of the terms and conditions of these GTC, which may be considered a material breach of the Contract or if such conduct causes damage to the Provider, the Provider reserves the right to cancel and delete the User Account without compensation.

6.3. The user undertakes to protect the access data against compromise and undertakes not to disclose it to any third party.

7. User obligations

7.1. The Customer undertakes not to use the Service in a manner that would be contrary to these GTC, the law or the legitimate interests of the Provider. In particular, the Customer undertakes not to:

        7.1.1. use the User Interface through robots, automated requests, or in a manner other than normal human operation;

        7.1.2. Use the Service to upload illegal content, including uploading or transmitting derogatory, offensive, discriminatory or racially hateful material;

        7.1.3. interfere with or in any way circumvent the security measures or security of the Service;

        7.1.4. Use the Service to commit any illegal act, including committing or participating in a crime or infringing intellectual property rights;

        7.1.5. use the Service to upload or transmit computer viruses or other types of malicious code that may compromise the operation of the Provider’s systems, third parties, other web services or computers and computer networks;

7.2. For the avoidance of doubt, the Customer shall be liable for all actions of the User as if he/she had performed the actions in question.

8. Price and payment terms

8.1. The price for the use of the Service is set as a price per Company established by the Customer, with the specific price being determined on the basis of the Price List and the period selected by the Customer. For the avoidance of doubt, the price for each Company established by the Customer shall be paid separately.

8.2. The price for the Company is paid upon its establishment, and the Provider is not obliged to make the respective Company operational until the price is credited to the Provider’s account. At the end of the Term, the Customer will have the option to extend the Contract for the Company for a further term of its choice, and upon payment of the relevant price, the Service will be commissioned for the further term.

8.3. Unless otherwise stated, all prices are exclusive of VAT, which will be added at the legal rate.

8.4. The price for the Service will be paid in cash, through:

      8.4.1. online payment or credit cards;

      8.4.2. recurring payments on the basis of automatic debiting from a payment or credit card, in which case the Customer grants an unlimited consent to the automatic payment of the agreed amounts by the operator of the respective payment portal at the respective interval according to the agreed Plan without the need for personal authorisation of payment by the Customer;

        8.4.3. by quick bank transfer.

8.5. For the avoidance of doubt, the Parties agree that the price for the Service will be recalculated according to the aggregate inflation coefficient (consumer price index) set by the Czech Statistical Office for the previous calendar year. The inflationary increase of the price according to the first sentence of this paragraph shall be carried out by the Provider depending on the publication of the said inflation rate. The Provider shall notify the Customer of such increase in accordance with the procedure set out in this Contract and shall account for it at the earliest price payment date.

9. Confidentiality and processing of personal data

9.1. The Parties undertake to maintain confidentiality of all information they learn in the performance of the Contract, in particular they undertake not to disclose such information to third parties unless it is important for the fulfilment of their obligations under these GTC and the Contract.

9.2. In the event that the Provider processes personal data within the Service, the Terms and Conditions of Personal Data Processing, available here: www.contesaur.com/privacy-policy, will apply.

10. Exclusion of liability

10.1. The Parties agree to exclude, to the maximum extent possible, their liability for damages incurred by the other Party in connection with the Contract. 

10.2. Paragraph 10.1 of the GTC does not apply to cases of intentionally caused damage. In such a case, the Parties agree to reimburse any damage up to the maximum amount of the Provider’s performance received from the Customer in the last 12 months preceding the damage event. 

11. Duration of the contract

11.1. The Contract under which the Customer creates the Company is concluded for a definite term, always for the period chosen by the Customer within the Contract in relation to a specific Company.

11.2. The contract regarding the creation of a User Account without a Company is concluded for an indefinite period of time. For the avoidance of doubt, in the event of a User Account being inactive for a long period of time, the Provider shall have the right to delete such account upon the User’s request, whereby such Agreement shall be deemed terminated.

12. Automatic contract renewals relating to the company longation

12.1. Upon expiration of the period for which the Contract for which the Customer created the Company was concluded, this Contract shall be deemed terminated. The Customer is entitled to conclude a new Contract for the use of the Company already created for a period of his choice, which the Customer will be invited to do via his User Interface.

12.2. In the event that the Agreement is terminated pursuant to paragraph 12.1. of the GTC and the Customer does not conclude a new Agreement for the use of the Company in question, the Company and the associated data will be deleted 90 days after the end of the period.

13. Termination of the contract

13.1. Apart from the cases specified in these GTC, the Contract may be terminated by mutual agreement of the Parties.

14. Reference

14.1. The Customer grants the Provider permission to use the Customer’s name and logo on its website and social media for appropriate promotion of the Service.

15. Change of GTC

15.1. The parties agree to the possibility of reasonable changes to these GTC. The Provider undertakes to inform the Customer of the change to the GTC at least 30 days before the change takes effect by e-mail. If the Customer does not agree with the change, it is entitled to terminate the Contract within 30 days of the notification of the change. 

16. Applicable law and dispute resolution

16.1. The rights and obligations of the Parties arising from this Agreement shall be governed by Act No. 89/2012 Coll., the Civil Code, as amended, and other relevant provisions of the Czech legal system.

16.2. The Contracting Parties agree on a court of the Czech Republic with local and substantive jurisdiction according to the Provider’s registered office for any disputes.

17. Salutatorial clause

17.1. If any provision of the Agreement, the GTC or other documents is or becomes invalid, ineffective or unenforceable contrary to the intent of the Parties, or such invalidity, ineffectiveness or unenforceability becomes inevitable (in particular as a result of a change in applicable law), the validity, effectiveness or enforceability of the remaining provisions of the Agreement, the GTC or other documentation shall not be affected. 

17.2. In the cases referred to in paragraph 17.1 of the GTC, the Parties undertake to provide each other with mutual assistance and to take appropriate legal action in order to replace the invalid, ineffective or inapplicable provision with another provision so as to preserve and fulfil the purpose of the Agreement, the GTC or the document in question.

18. Final provisions

18.1. The waiver by either party of a claim for breach of any provision of the Contract shall not constitute or be construed as a waiver of any other provision of the Contract, nor shall it be construed as a waiver of any other breach of that provision. No extension of time for the performance of any obligation or measure under the Contract shall be deemed an extension of time for the next performance of that obligation or measure or any other obligation or measure. Failure or delay in exercising any right or condition shall not be deemed a waiver thereof by the Party entitled thereto. No waiver of any right or condition will be effective unless in writing.

18.2. Neither Party shall be entitled to assign its rights and obligations under the Contract to a third party without the prior written consent of the other Party. All rights and obligations under the Contract shall, unless the nature of such rights and obligations so excludes, pass to the successors in title of the Parties. 

18.3. The following annexes are an integral part of these GTC:

        18.3.1. Terms and conditions for processing personal data

18.4. These terms and conditions are effective from 1 November 2022.

Terms of and use of personal data

1. Introductory provisions

1.1. This document is an Annex to the GTC and governs the legal relationships relating to the processing of personal data within the Contesaur Service (hereinafter referred to as the “Terms“).

1.2. Terms in these Terms that begin with a capital letter have the same meaning as the definitions set out in the GTC, unless otherwise expressly stated.

2. Definition

2.1. Further processor means the person referred to in Article 8 of the Conditions. 

2.2. GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

2.3. Terms and Conditions means this document as an appendix to the GTC.

2.4. The Controller is understood to be the Customer, even if the Customer is the processor and the Provider is its further processor.

2.5. Processor means the Provider, even if the Customer is the processor and the Provider is its further processor.

3. Milking

3.1. The processor undertakes to observe the obligation of confidentiality of all information related to the processing of personal data, in accordance with the GTC.

4. General processing parameters

4.1. The object of the processing under these Terms is the storage of content together with User data within the Contesaur Service.

4.2. The duration of the processing is set for the duration of the Agreement.

4.3. The purpose of the processing is to ensure the functionality of content storage.

4.4. The types of personal data processed include identification data (e.g. name, surname), contact data (e.g. email address, telephone) and data about the use of the Service.

4.5. The categories of data subjects are customers and employees of the Controller.

5. Documented instructions from the administrator

5.1. The Processor undertakes to process personal data only on the basis of documented instructions from the Controller, imposed on the Processor in accordance with the procedure set out in this Article 6 of the Terms and Conditions.

5.2. The administrator will impose documentable instructions as follows:

        5.2.1. taking into account that the Service is self-service by the Controller, the Controller grants the Processor an instruction to process personal data through the Service by concluding the Agreement;

        5.2.2. the Administrator undertakes to store other instructions to the Processor via e-mail or the User Interface. 

5.3. Outside of documentable instructions, the Processor is entitled to process personal data only if such processing is required by the law of the Czech Republic or the law of the European Union, and the Processor is obliged to inform the Controller in writing of such processing and to discuss such processing with the Controller, if possible taking into account the obligations of the Processor.

6. Taking security measures

6.1. The processor undertakes to take technical and organisational measures to avoid breaches of integrity and confidentiality and to prevent security incidents.

6.2. In order to respect the principle of confidentiality and integrity, the Processor has implemented the following measures:

        6.2.1. Ensuring the ongoing confidentiality, integrity, availability and resilience of the system, including performing regular backups; 

        6.2.2. carrying out regular testing of the security mechanisms and measures in charge of monitoring and securing processing;

        6.2.3. use of encryption including SSL certificate to ensure confidentiality of communication between the Controller and the Processor’s system

        6.2.4. Ensuring the security of database access, including protection against brute force attacks and activity monitoring;

        6.2.5. other technical and organisational measures that comply with best practice.

7. Reporting security incidents

7.1. The Processor undertakes to monitor the security of the personal data entrusted to it and to make the necessary efforts to detect any breach of confidentiality and integrity, and to inform the Controller in the event of a security incident.

7.2. The security incident notification shall contain the information necessary for the Controller to take appropriate action in relation to the supervisory authority and the data subjects.

7.3. The Processor shall send the notification of the security incident to the Administrator without undue delay after becoming aware of the security incident, but no later than 36 hours after the security incident has been detected.

8. Involvement of another processor

8.1. By entering into the Agreement, the Controller grants the Processor general prior consent to the engagement of the Additional Processor, provided that:

        8.1.1. The other processor shall provide the Processor with suitable and sufficient guarantees of compliance with the data protection rules in accordance with this Agreement;

        8.1.2. The Controller is entitled to object to the involvement of the Additional Processor in accordance with the procedure set out in paragraph 1 of the Terms and Conditions.

8.2. The involvement of the Additional Processor in the processing will take place as follows:

        8.2.1. The Processor shall send an e-mail to the Controller with information about the contemplated involvement of the Additional Processor in the processing, including the identification data of the Additional Processor and the reason for its involvement;

        8.2.2. The Controller shall be entitled to raise its reasoned objections within 5 working days after receipt of the notification pursuant to paragraph 8.2.1 of the Conditions, stating serious reasons for disagreeing with the involvement of the Additional Processor. For the avoidance of doubt, simple disagreement shall not be considered as serious reasons for not involving the Additional Processor.

8.3. If the Administrator fails to send the Processor its reasoned objections pursuant to paragraph 8.2.2 of the Conditions, or if the deadline for sending reasoned objections expires, or if the Processor evaluates the objections as unjustified, the Processor is entitled to make the contemplated change at that moment.

8.4. In the event of the involvement of an Additional Processor, the Processor undertakes to bind such persons with such obligations as the Processor has to the Controller and which are closest in meaning to the individual rights and obligations set out in these Terms.

8.5. For the avoidance of doubt, the Processor uses Hetzner Online GmbH as an additional processor, which provides cloud storage services to the Processor.

9. Assistance in exercising rights

9.1. The Processor undertakes to assist the Controller in dealing with requests to exercise the rights of data subjects in the following manner:

        9.1.1. in the event that the data subject exercises the right of access, the right to obtain a copy of the processed data, the right to rectification, the right to erasure, the right to restriction of processing, the right to portability, the right to withdraw consent, the right to object to processing for direct marketing purposes, the right to object to processing on the basis of legitimate interest, the Controller may comply with these requests without further assistance from the Processor through the functions included in the Service that allow this;

        9.1.2. in the event that the data subject exercises his/her opposition to the sending of commercial communications via an opt-out link, the Processor is obliged to allow this right, and will only make a record of this within the Service;

        9.1.3. in the event that the Processor receives a request for the exercise of rights other than those specified in paragraph 9.2.2 of the Terms and Conditions, it undertakes to forward such request to the Administrator without undue delay.

10. Assistance in ensuring compliance

10.1. The Processor undertakes to provide assistance to the Controller in the performance of its obligations by providing information requested by the Controller. 

10.2. In the event that the Administrator requires assistance other than the communication of technical information, in particular legal opinions, legal advice or information not available to the Processor, in order to fulfil its obligations, the Administrator undertakes to reimburse the Processor for the costs incurred in connection with the Administrator’s request.

10.3. The Controller undertakes to send the Processor its request by e-mail to the address specified in the GTC and the Terms and Conditions, indicating the scope of information or form of assistance required from the Processor. 

10.4. The Processor undertakes to send the Administrator a response within 15 days of receipt of a request under paragraph 10.3 of the Conditions by when it will comply with the Administrator’s request and, in the case of a request under paragraph 10.2 of the Conditions, a preliminary cost calculation. 

11. Post-processing procedure

11.1. If the Agreement is terminated, the Processor undertakes to allow the deletion of personal data in the following manner, in accordance with the decision of the Controller.

12. Disclosure and audit

12.1. The Processor undertakes to provide the Controller with the necessary cooperation to prove that it complies with all obligations under the GDPR and these Terms, all in accordance with the procedure set out in this Article 12 of the Terms.

12.2. Before entering into the Agreement, the Controller has verified that the Processor complies with all obligations under the GDPR and provides sufficient guarantees to this effect.

12.3. The Controller is entitled to require the Processor to provide information and conduct an audit in accordance with the following rules:

        12.3.1. The Controller shall send the Processor a request to the e-mail address specified in the Agreement and the GTC, indicating the scope of the information it wishes to clarify;

        12.3.2. The Processor undertakes to send the requested information to the Administrator without undue delay, no later than 15 days after receiving the request pursuant to paragraph 12.3.1 of the Conditions;

        12.3.3. In the event that the Administrator is not satisfied with the information provided pursuant to paragraph 12.3.2 of the Terms and Conditions, it shall send the Processor information that it requires the Processor to be audited and propose a date for the audit to be carried out within no less than 15 days of receipt of this request;

        12.3.4. Upon receipt of a letter pursuant to paragraph 12.3.3 of the Conditions, the Processor shall confirm the audit date to the Administrator or propose another date that is not more than 10 working days apart from the proposed date;

        12.3.5. The Administrator shall audit the Processor at the agreed time in accordance with paragraph 12.4 of the Conditions.

12.4. The Controller shall be entitled to carry out an audit once per calendar year, or whenever there is a gross violation of the obligations set out in the GDPR or these Terms and Conditions, or if the Parties agree on it.

12.5. During the audit, the Controller will verify at a location designated by the Processor whether the Processor is properly fulfilling its obligations under the GDPR and these Terms and Conditions, and the Processor undertakes to ensure the presence of a person authorised by the Processor who will be prepared to provide the Controller with the necessary documents and information at the given time. The Processor shall not be obliged to disclose databases, etc. if this would result in obligations regarding the protection of personal data or third party confidences.

12.6. The Administrator and the Processor shall each bear the costs of the audit, except where the audit was conducted on the basis of an alleged breach of the Processor’s obligations that is not proven during the audit, in which case the Processor shall be entitled to reimbursement of reasonable costs.

12.7. For the avoidance of doubt, the Administrator may commission a third party to carry out the audit. The Controller undertakes to send the contact and identification details of the person entrusted in good time and to bind him to the confidentiality to which he himself is bound.

12.8. For the avoidance of doubt, the Processor shall be entitled to refuse to provide assistance under this Article 12 of these Terms and Conditions in the event of a manifestly vexatious or unreasonable request.

13. Processor’s remuneration

13.1. Except as otherwise provided in these Terms and Conditions or as otherwise provided in the GTC, the Parties shall not be entitled to additional remuneration or reimbursement of costs for the performance of these Terms and Conditions.

14. Final provisions

14.1. The provisions of these Terms and Conditions may be amended in the same manner as if the GTC were amended.

Questions at info@contesaur.com
Support at support@contesaur.com

This project was implemented with the financial support of the Technology Incubation Programme.

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