General Terms and Conditions

General Terms and Conditions valid from 1 November 2024

1. Introductory Provisions

1.1. Dataweps

1.1.1. DATAWEPS services s.r.o. is a data company developing tools for the online retail segment, enabling the automation of work, where a tool makes its own decisions in favour of the Customer on the basis of rules set by humans and the available data.

1.2. Scope of the Terms and Conditions

1.2.1. These Terms and Conditions govern the mutual rights and duties between the Provider and the Customer arising from Contracts concluded between the Provider and the Customer, the subject of which is the provision of services by the Provider to the Customer through the Provider’s Applications.

1.2.2. The Specifications and these Terms and Conditions are an integral part of the Contracts concluded between the Provider and the Customer. Divergent provisions in the Specifications shall prevail over the provisions of these Terms and Conditions.

1.2.3. The Terms and Conditions are sent to the Customer in PDF format or in another format enabling the text of the Terms and Conditions to be displayed and their easy archiving, or in the form of a link to the Provider’s website where the text of the Terms and Conditions can be read, sent by e-mail together with the Specifications as part of the Contract.

1.2.4. By concluding the Contract, the Customer confirms that it has read these Terms and Conditions and the Specifications and agrees to their wording.

1.3. Interpretation of Terms

1.3.1. Applications – tools for the online retail segment provided by the Provider, e.g. Beed, TrendLucid, etc.;

1.3.2. Terms and Conditions – these General Terms and Conditions of DATAWEPS services s.r.o., available online at https://www.dataweps.com/cs/o-nas/vseobecne-obchodni-podminky;

1.3.3. Provider – DATAWEPS services s.r.o., with registered office at Nováčkova 401/53, 614 00 Brno – Husovice, business ID no.: 026 02 059, tax ID no.: CZ02602059;

1.3.4. Access Data – user name and password, which the Customer receives by e-mail when registering a user account in the required Application;

1.3.5. Contract – a contract concluded between the Provider and the Customer, the subject of which is the provision of services by the Provider to the Customer through the Provider’s Applications, including the Specifications and the Terms and Conditions, both of which form an integral part of the Contract;

1.3.6. Specifications – Specifications of the provision of services through the Applications containing the clarification of the terms and conditions for the provision of services through the Provider’s Applications;

1.3.7. Customer – a legal entity ordering the Provider’s services within the scope of its business activity or within the scope of its business.

2. Registration

2.1. For the correct provision of services through the Applications, an account is registered for the Customer in the Application whose services the Customer requests the provision of.

2.2. By registering a user account of the Customer, the Customer can access its user interface.

2.3. Access to the user account is secured by the Access Data that the Customer receives via e-mail from the Provider.

3. Rights and Duties under the Contract, Withdrawal from the Contract

3.1. The subject of the Contract is the Provider’s obligation to provide the Customer with the service defined and specified in detail in the Contract through the Applications.

3.2. The Contract is always agreed for a definite period of time, but for a maximum of 12 months from the date of conclusion of the Contract. If one Party does not notify the other Party by e-mail that it does not wish to continue the contractual relationship established by the Contract no later than 30 days prior to the expiry of the agreed term of the Contract, the Contract is automatically extended for an indefinite period.

3.3. The Contract is concluded at the moment the draft Contract is explicitly confirmed by the Customer via e-mail communication from the Customer’s contact e-mail address.

3.4. On the basis of the concluded Contract, the Provider is obliged to provide the Customer with access to the Application whose services are the subject of the Agreement.

3.5. On the basis of the Contract concluded, the Customer is obliged to pay the Provider the price for the services provided. Any payments under the Contract are deemed to be made on the date they are credited to the Provider’s bank account. If the Customer defaults on any payment under the Contract, the Provider is entitled to ask the Customer to pay interest on late payment in the statutory amount for each day of delay.

3.6. The current price of the service is always stated in the Specifications, which are part of the Contract. The price is always quoted in the Specifications excluding VAT, which will be added to it at the statutory rate.

3.7. The Provider reserves the right to unilaterally increase the price of the services by the average annual inflation rate published by the Czech Statistical Office, always by 1 April of the year following the year for which the average annual inflation rate is announced.

3.8. By concluding the Contract, the Customer agrees to send tax documents (invoices) in electronic form and electronically within the meaning of the relevant provisions of Act No. 235/2004 Coll., on value added tax. Invoices issued electronically are considered by the Contracting Parties to be credible and full-value invoices.

3.9. The price for the services provided is usually charged to the Customer on a monthly basis, unless the Contracting Parties agree otherwise, based on a tax document (invoice) issued by the Provider.

3:10. The Customer may make a claim against incorrect billing of services within 30 days after receiving it. Otherwise, the Customer acknowledges the invoiced amount as its payable to the Provider.

3:11. The Services will be provided by the Provider to the Customer for the duration of the Contract. However, the provision of services may be interrupted by the Provider:

  • for the duration of an obstacle on the Provider’s part that objectively prevents the provision of any of the services set out in the Contract; or
  • in other cases where permitted by the Contract or these Terms and Conditions.

3:12. The Provider has the right to unilaterally terminate the provision of services and withdraw from the Contract without further notice if the Customer’s action constitutes a material breach of its duties resulting from the Contract. The following in particular shall be considered a material breach of the Contract:

  • the Customer is in default of any payment for more than 15 calendar days; or
  • repeated failure to perform duties under the Contract, the Terms and Conditions or other contractual documents concluded between the Contracting Parties; or
  • use of the service provided in violation of the Contract, these Terms and Conditions or applicable law, accepted practices and/or generally shared ethical values.

3:13. If the Customer defaults on payment of the price for the services provided, the Provider shall have the right to cease providing services to the Customer under the Contract. The Customer shall not be provided with the services under the Contract by the Provider until the Customer has made paid the payment, including any applicable fees, with which the Customer is in default. Restriction or interruption of the provision of services by the Provider as a consequence of a breach of duties by the Customer does not relieve the Customer of the duty to pay the agreed price and does not give the Customer the right to compensation for any damages or a discount on the price of services for the next period.

3:14. In the event of withdrawal from the Contract pursuant to Article 3.12 of the Terms and Conditions, the Customer shall not be entitled to the refund of a proportionate part of the price paid for the provision of services.

3:15. Both the Provider and the Customer are entitled to terminate the Contract by written agreement or written notice, without having to give any reason. The notice period shall be one month and shall commence on the first day of the month following the month in which the notice is delivered to the other party.

4. Liability for Damages

4.1. The Provider shall be liable to the Customer for damages caused by the breach of duties by the Provider to the extent set out in the following provisions, unless the Provider proves that the breach of duties was caused by circumstances excluding its liability in whole or in part.

4.2. Prior to the conclusion of the Contract, the Contracting Parties agreed that the aggregate foreseeable damages that could arise as a result of a breach of the Provider’s duties may not exceed an amount corresponding to the two-month average amount agreed for the provision of services in accordance with the Contract in relation to which the breach of the specified duty occurred. Irrespective of the amount of actual damage, it is stipulated that the Provider is liable for any damage caused to the Customer up to a maximum of the amount corresponding to the average price for two months for the provision of services under the Contract in relation to which the breach of the specified duty occurred.

4.3. The Provider shall not be liable for damages caused by force majeure, such as natural disasters, natural events, accidents, failures of public telecommunications networks, war or terrorist events, or for product and service failures caused by interruptions in power supply, server outages, etc.

4.4. The Provider is not liable for damages resulting from the unavailability of the service due to technical malfunction or server failure not caused by the Provider. The Provider is also not liable for damages caused by interruptions or shutdowns of services necessary to update or change the services provided.

4.5. The Provider is not liable for Customers’ behaviour or their use of the supplied products and services, particularly for their methods of use that are not in accordance with these Terms and Conditions or the law, or for damages and injuries resulting from misuse of the Application or misinterpretation and misuse of data or information obtained from the Provider’s application. The Provider is not liable for temporary or permanent loss, destruction or damage to data beyond the data that has already been obtained from the monitored sources and backed up by the Provider.

4.6. The Customer is obliged to protect its Access Data to the Application. The Provider is not responsible for any misuse or loss of Access Data.

4.7. The Customer is liable for damages caused to the Provider in the event of a breach of the duties contained in these Terms and Conditions.

4.8. If the Customer defaults on payment of the price for the service under the Contract, the Provider is entitled to charge the Customer a contractual penalty in the amount of 0.05% for each day of delay in payment of the amount due. This is without prejudice to the right to reimbursement of costs.

5. Confidential Information, Duty of Non-disclosure

5.1. Confidential Information

5.1.1. The Contracting Parties are required to keep confidential all circumstances concerning the other Contracting Party that they come to know during or in relation to performance of the Contract, this being business information, product concepts, service functionalities, product prices and also all other circumstances and information, particularly that of a business and technical nature, which was or is disclosed to one Contracting Party by the other Contracting Party during or in relation to the Contract and which is also not public knowledge or publicly available, and which it can also be legitimately assumed that the disclosing Contracting Party is interested in keeping confidential (hereinafter the “Confidential Information”).

5.1.2. All such information and data, provided in writing, verbally or in another form, is of a confidential nature, in the event that it cannot be considered a trade secret within the meaning of the provisions of Section 504 NCC.

5.1.3. Both of the Contracting Parties also undertake to keep confidential circumstances and information that the other Contracting Party explicitly identified as Confidential Information by means of the comment “Secret”, Confidential”, “Trade Secret” or similar. In order to eliminate any doubt, it is stipulated that Confidential Information does not have to be explicitly identified; however, its identification is appropriate in order to eliminate any doubt regarding the nature of the information, particularly in cases when the nature of this information may not be clearly evident.

5.2. Handling Confidential Information

5.2.1. Each of the Contracting Parties undertakes to ensure that the Confidential Information obtained from the other Contracting Party is not leaked, published or disseminated, and undertakes to protect the confidentiality of Confidential Information in at least the same way as it protects its trade secrets, and always in the manner usual for protection of trade secrets.

5.2.2. Each of the Contracting Parties undertakes to make all possible effort that can justifiably be required of it to ensure that the confidentiality of the other Contracting Party’s Confidential Information is strictly maintained by its employees and third parties that it uses for fulfilment of the purpose of cooperation. If either of the Contracting Parties uses a third party for performance, it is authorised to disclose the Confidential Information obtained from the other Contracting Party to it in the extent essential for the performance it provides and is also required to bind the third parry under the duty of non-disclosure in the scope according to these Terms and Conditions. The Contracting Party that discloses Confidential Information to a third party is liable for breach of duties by it.

5.2.3. The Parties agree that the Provider, as a member of the Heureka Group, is entitled to disclose or otherwise make available the Confidential Information to companies belonging to the Heureka Group.

5.2.4. The Contracting Parties agree that the Confidential Information may be used not only for the purposes of performance of the Contract, but also for administrative, statistical and other similar or related purposes. The Contracting Parties undertake to handle the Confidential Information according to this article of these Terms and Conditions not only throughout the duration and effect of the Contract, but also after it is terminated, for the entire period for which the Confidential Information is not public knowledge or publicly available.

5.2.5. The duty of confidentiality under the Terms and Conditions continues after the termination of the Contract.

5.3. Disclosure of Confidential Information

5.3.1. The duties contained herein do not apply to Confidential Information that:

  • is public knowledge at the time it is disclosed, or which legitimately becomes public knowledge after it has been disclosed, without breach of the Contract.
  • originated independently, or was independently acquired by the Contracting Party that originally received it as confidential.
  • the recipient of information is required to provide in accordance with legal regulations or on the basis of a decision by the relevant public administration body, under the condition that this Contracting Party informs the other Contracting Party of the specific circumstances (unless it is prevented from doing so by the valid legal regulations or a decision by the relevant public administration body), immediately after this legal duty originates, and takes measures to ensure maximum protection of the information disclosed, as permitted by the specific legal regulations or decision by the public administration body.

5.3.2. At the request of the Contracting Party whose Confidential Information was disclosed in accordance with Article 5.3.1 of these Terms and Conditions, the other Contracting Party is required to prove the existence of reasons for disclosing this information.

5.3.3. The Contracting Parties also undertake to restrict dissemination of the Confidential Information and data to employees who must be directly involved in the mutual cooperation between the Contracting Parties.

5.4. Penalty Provisions

5.4.1. In the event of breach of any of the duties stipulated in Article 5 of the Terms and Conditions, the Contracting Party that did not breach the aforementioned duty may demand payment of a contractual penalty in the value of CZK 50,000 (fifty thousand Czech Crowns) for each case of breach of duties, from the Contracting Party that breached its duties.

5.4.2. The Contracting Parties have agreed that any contractual penalty according to these Terms and Conditions is payable within fifteen days of delivery of the request for its payment. Any arrangement or payment of any contractual penalty is without prejudice to compensation for any damages.

5.4.3. The Contracting Parties agree that the value of the contractual penalty is reasonable with regard to the value and importance of the Confidential Information provided and complies with accepted practices.

6. Final Provisions

6.1. Amendment of the Terms and Conditions

6.1.1. The Provider is entitled to unilaterally amend these Terms and Conditions to a reasonable extent, for example due to amendment of legal regulations, due to technological changes affecting, for example, the Provider’s communication with the Customer, the possibilities and methods of concluding Contracts, and also due to the expansion of or changes in the services provided by the Provider.

6.1.2. If the Provider makes changes to these Terms and Conditions, it is obliged to notify them to Customers at least 15 days before the effective date of the new version of the Terms and Conditions, in the form of an e-mail sent to their current e-mail addresses. This notification will also include the new text of the Terms and Conditions in PDF format, or in another format allowing the text form of the Terms and Conditions to be displayed and their easy archiving, or in the form of a link to the Provider’s website where the text of the Terms and Conditions can be consulted. No later than their effective date, the Customer is entitled to refuse changes to the Terms and Conditions, in writing, by letter sent to the Provider’s address or to the Provider’s data box, or in the form of an e-mail sent to the Provider’s contact e-mail address. If the Customer does not reject changes to the Terms and Conditions by the time the new version of the Terms and Conditions becomes effective, the Customer is deemed to have accepted the new version of the Terms and Conditions.

6.1.3. If the Customer notifies the Provider, in a manner in accordance with Article 6.1.2 of the Terms and Conditions, that it does not accept the new changes to the Terms and Conditions, the original wording of the Terms and Conditions shall apply to all legal relations originating between the Provider and the Customer until such time. In such case, such Customer’s registration automatically terminates on the effective date of the new version of the Terms and Conditions.

6.2. The relationship between the Provider and the Customer is governed by the Contract, these Terms and Conditions and the legal regulations of the Czech Republic, particularly Act No. 89/2012 Coll., the Civil Code.

6.3. In the event of any dispute arising out of or in connection with the Contract, the Contracting Parties agree that the venue for the resolution of such dispute shall be exclusively the District Court for Prague 3 (in the case of a district court as a court of first instance) or the Municipal Court in Prague (in the case of a regional court as a court of first instance).

6.4. In the event that any provision of these Terms and Conditions is invalid, ineffective or unenforceable for any reason, such fact will not render the remaining portions of these Terms and Conditions invalid, ineffective or unenforceable.

6.5. These Terms and Conditions are available at https://www.dataweps.com/cs/o-nas/vseobecne-obchodni-podminky/ . Customers are entitled to make copies of them for their own use, by copying the text, downloading the PDF from the Provider’s website or making printscreens.

6.6. These T&Cs come into force and effect on 1 November 2024 and supersede any previous T&Cs in full.