Allgemeine Geschäftsbedingungen für Projekte

1. Introductory provisions
1.1 Zooza s. r. o. with registered office at Horská 1311/12, Partizánske 958 06, ID No.: 55 083 218,
registered in the Commercial Register of the District Court of Trenčín, Section: Sro, Insert
44567/R (hereinafter referred to as the “Provider”) issues these General Terms and Conditions
for projects, which apply to contractual relations between the Provider and entrepreneurs in
connection with the use of the Zooza web application (hereinafter also referred to as the
“Application”) and the provision of the Services, as these terms are further defined below.
1.2 Terms used in the text of these GTC have the following meanings:
(i) Application: web application under the name Zooza containing the Provider’s
administrative system, which is operated by the Provider and through which the
Provider provides Services to its Clients; the Application is operated in the form of a
website, available at http://app.Zooza.sk,
(ii) Service: any service offered and provided by the Provider to the Client within the
Application or in connection with its use, in particular any of the services listed in Article
2 of these GTC,
(iii) Client: the entrepreneur who enters into the Contract with the Provider,
(iv) Contract: The contract for the use of the Zooza application and the provision of services
concluded between the Provider and the Client, in any form (including paper, e-mail or
electronic order), on the date on which the confirmation of receipt of the order was
delivered to the Client by the Provider; for this purpose, the Provider is entitled to
deliver the confirmation to the Client’s e-mail address specified in the order. In the case
of a paper order or an e-mail order, the Client is obliged to provide at least the following
information: the type and scope of the ordered service, or the duration of the service,
the designation of the Client’s business name, the Client’s ID number, VAT number, VAT
number (if available), its registered office, e-mail address and, if available, telephone
contact, as well as the website(s) (if available) on which the Application is to be
implemented. In the case of an electronic order, the Client is obliged to fill in all
mandatory fields correctly and submit the order. Submission of a properly completed
order is considered a proposal by the Client to enter into a Contract for the use of the
Zooza Application and provision of services with the Provider and becomes binding on
the Client upon delivery to the Provider.
The contract is concluded:
a) by entering into a written Contract,
b) confirmation of the Client’s electronic order by the Provider.
The Provider has the right to refuse the Client’s proposal to conclude a Contract for the use of the Zooza
application and provision of services, in particular for the following reasons:
a) temporary unavailability of the provided services or failure of the Client to comply
with the conditions for the provision of the Services,
b) if the Client or the Client’s legal successor has previously breached its obligations
under the Contract or the GTC,
c) if the execution of the order would be contrary to the Provider’s business policy,
d) if the execution of the order would be contrary to good morals, public policy or the
principles of fair business conduct.
The Client has no legal right to conclude the Zooza Application and Service Agreement.
(v) Parties: the parties to the Contract, i.e. the Provider and the Client,
(vi) GTC: these General Terms and Conditions of Business; the documents linked to these
GTC by the respective references are an integral part of these GTC,
(vii) GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 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),
(viii) User: a natural person who is in a contractual relationship with the Client and who uses
the Application through a user account.
1.3 The legal relationship between the Provider and the Client arising under the Contract shall be
governed by:
(i) these GTC, available at: www.zooza.sk,
(ii) Terms and Conditions for Processing Personal Data,
(iii) other documents referred to in these GTC,
(iv) the relevant legislation.
1.4 The Provider is entitled to request consent from the users of the Application for the processing
of personal data, whenever the Provider is unable to process the personal data of the users
without consent, i.e. on one of the legal bases under Article 6 of the GDPR. The Provider may
exercise other rights and obligations arising from its status as a controller or processor. Relevant
information on the processing of end-users’ personal data, access to such data and the
conditions for processing such data is available in the Provider’s Privacy Policy.
2. Overview of the Services and Terms and Conditions of Provision of the Services
– 2 –
2.1 In particular, the Provider provides the following services to the Clients within the Application or
in connection with its use:
2.1.1. Implementation and commissioning of the Application on the Client’s required website;
2.1.2. The Client’s access to the Application and use of the functionality of the Application set out
below in these GTC,
(i) the possibility to create client account(s), including accesses with the possibility
to regulate access rights and to manage these accounts,
(ii) management of lecturers and calculation of remuneration according to hourly
rate,
(iii) the possibility of updating registration data,
(iv) entering and accessing information,
(v) creating user accounts for Users, allowing Users to manage these accounts,
allowing Users to use the relevant Services,
(vi) site management,
(vii) sharing documents with Clients,
(viii) use of reports;
2.1.3. Creating course registration offers:
(i) allowing Users to register,
(ii) Creating a User profile to allow individual Users to view course or product purchase
history, enroll in courses, log out of courses, perform other course or attendance
management, and/or communicate with the Client, make payments, receive shared
documents, and more;
2.1.4 Administration of regular meetings and courses, administration of Users:
(i) access to the database of logged-in Users,
(ii) organization of attendance of logged-in Users,
(iii) sending email reminders or bulk messages, including via SMS,
(iv) organisation of spare hours, advanced management of spare hours,
(v) the possibility to transfer between different groups,
(vi) the ability to modify and update data relating to Users,
(vii) filter function with the ability to filter User searches according to specified criteria,
2.1.5 Arranging the sale of products or other creative (digital) content through an order form:
(i) creating an order form in the Application and linking it to the Client’s website,
– 3 –
(ii) making the purchased content available to Users,
(iii) sending confirmation of purchase and payment, sending invoices to Users;
2.1.6 Payment gateway intermediation;
2.1.7 Manage Client invoices;
2.1.8 Using learning assessments and obtaining feedback from customers based on defined
questions.
2.2 The provision of the Services to the Client and the use of the Services by the Client shall be
made through the client account created by the Client in the Application. In order to use the
Services, the Client is obliged to create a registration in the Application and a Client Account by
filling in all mandatory fields and providing true, accurate and complete information.
Registration cannot be completed without completing the mandatory fields of the registration
form. The Client acknowledges that the provision of the Services is conditional upon the Client’s
proper registration and creation of a Client Account on the Application. Without said
registration, the Services cannot be provided. Therefore, the Provider shall not be liable for the
Client’s inability to use the Services due to the Client’s failure to register or incorrect
registration in the Application. The Client is entitled to create his/her client account in the
Application at the earliest on the date of conclusion of the Contract. The Client is entitled to
create additional user accounts, in particular accesses in accordance with these GTC.
2.3 The Provider shall commence the provision of the Services immediately upon the cumulative
fulfilment of the following conditions:
(i) conclusion of the Contract,
(ii) payment of the price for the Services provided, if the Service is subject to a fee under
the Contract and these GTC,
(iii) registration in the Application and creation of a client account.
In the event of the Client’s delay in fulfilling the obligations under the points above, the date of
commencement of the provision of the Services shall be extended by this period of delay.
2.4 By entering into the Agreement, the Client also gives consent to implement the Application on
the Client’s website specified in the order, which is operated by the Client. The Provider is not
responsible for the content and functionality of the Client’s website on which the Application is
implemented in accordance with the Contract, nor is it responsible for any malfunctioning of
the Application caused by the malfunctioning of the Client’s website. The implementation may
be carried out depending on the agreement of the Parties, either by the Client alone or with the
support of the Provider, or in any other agreed manner. The Client acknowledges that the
aforementioned service may be subject to a fee.
2.5 The Client is solely responsible for the content offered on the Client’s website, to which the
Application has been linked in accordance with the Agreement and these GTC. In particular, the
Client is obliged to ensure that the content offered by the Client does not cause harm to third
parties or give a misleading impression of the nature of the products. Likewise, the Client, in its
– 4 –
capacity as operator, is responsible for the accuracy and timeliness of the personal data entered
into the Application by Users. It is obliged to process this personal data in accordance with the
relevant legislation.
2.6 The Provider is entitled to use the information obtained in accordance with the Contract to
resolve any dispute with the Client in connection with a breach of the Contract and these GTC.
2.7 Data or information provided to the Provider in accordance with the Contract and these GTC
may be publicly accessible, by mutual agreement of the Parties. If the Client does not respond
to the Provider’s request to disclose the relevant information or data even within seven (7)
days, the consent shall be deemed to have been given.
2.8 The Provider is entitled to restrict or suspend the provision of Services to the Client who has
repeatedly (at least twice) or substantially violated the Agreement. The Provider’s right to
withdraw from the Contract in accordance with these GTC is not affected.
2.9 The Client is entitled to use the Services solely for the purposes of its business activities.
2.10 The Client acknowledges that the Provider may have access to the information provided by the
Client in the Client’s account.
2.11 The Client declares and undertakes to ensure that:
a) the Provider is entitled to handle the personal data of the Users entered by the Client
or the User into the User Account within the framework of the performance of the
Contract, in accordance with the relevant legal regulations,
b) will comply with all provisions of the relevant legislation when handling Users’ personal
data.
2.12 The Client acknowledges that the Services, to the extent specified, may be provided to the User
only under the following conditions:
(i) The User has successfully completed the registration to his/her user account, on the
basis of which a user account has been created in the Application; the registration and
creation of the user account is carried out on the Client’s website, to which the
Application has been linked in accordance with the Agreement and these GTC; the
confirmation of the registration by the Provider also leads to the conclusion of the
Agreement on the use of the Zooza Application and the provision of services between
the Provider and the User;
(ii) Before creating a user account, the User has expressed his/her consent to the “General
Terms and Conditions for Users” and has taken note of the “Provider’s Privacy Policy”,
or other documents specified in the registration form, by ticking the appropriate box in
the registration form,
(iii) if the User loses access to his/her user account, this can be restored by generating a
unique login key using the access email,
– 5 –
(iv) The User is entitled to use the Services within the specified scope from the date of
registration and creation of the User account,
(v) The User is entitled to use the Services exclusively within the scope of the “General
Terms and Conditions for Users” issued by the Provider and published on the Provider’s
website www.zooza.sk.
2.13 The Client undertakes to ensure that Users comply with and fulfil the terms and conditions of
clause 2.12 of these GTC and that the User uses the Application only for his/her own use or for
the purpose of performing the contractual relationship with the Client.
3. Terms of Use of the Application
3.1 The use of the Application by the Client is subject to its implementation on the Client’s website(s)
in accordance with clause 2.4 of the GTC and the creation of the Client’s registration pursuant to
clause 2.2 of these GTC, on the basis of the concluded Contract. The prerequisite for the use of the
Application, in addition to the conditions set out in clause 3.1, is access to the Internet and a web
browser.
3.2 The Client becomes a user of the Application by creating a Client Account pursuant to clause 2.2 of
these GTC. If other persons have created their accesses within the Client Account with the Client’s
consent, or have been created directly by the Client, the terms and conditions of use of the
Application shall also apply to these persons accordingly and the Client shall inform these persons
of the terms and conditions of use of the Application set out in these GTC and oblige these persons
to comply with them.
3.3 The application has no additional requirements beyond those of the operating system itself for the
computers on which it will be used. Reliable hardware is required for the smooth operation of the
Application. It is also essential that the computer on which the Application will be used has virus,
spyware and other malware protection software installed and regularly updated. The Provider
does not provide for the installation of software or the updating of anti-virus, anti-spyware and
anti-malware software on the computers on which the Application will be used.
3.4 The Client is entitled to use the Application solely in connection with the use of the Services and in
accordance with these GTC and applicable law. The Client is not entitled to use the Application for
any purposes other than the purposes of the Agreement set out in these GTC.
3.5 The Client is no longer entitled to:
(i) process the data contained in the Application in an automated manner or otherwise use
the Provider’s database in a similar manner beyond the scope necessary to fulfill the
purpose of the Agreement,
(ii) attempt to access parts of the Application to which access has not been expressly granted
by the Provider,
– 6 –
(iii) remove or alter any trademarks, trade marks, the name of the Provider or the name of the
Application from the generated emails or forms or other deliverables provided by the
Provider,
(iv) attempt to log into the App as another App user or other person or otherwise harm other
App users or other persons,
(v) in any way damage the Provider’s reputation and/or goodwill,
(vi) advertise the services of others through the Application, whether or not they are in
competition with the Provider,
(vii) in the context of and/or in connection with the use of the App, behave in a manner
contrary to the rules of morality and decency, and in particular shall not:
i. promote violence and incite hatred based on sex, race, colour,
language, religion, political or other opinion, national or social origin,
or membership of a nationality or ethnic group, openly or covertly,
ii. promote war or describe cruel or otherwise inhumane acts in a way
that improperly minimises, condones or approves of them,
iii. overtly or covertly promote alcohol, alcoholism, smoking, the use of
narcotic drugs, poisons and precursors, or downplay the
consequences of the use of these substances,
iv. use vulgarisms, phrases or other verbal or figurative expressions, the
direct or indirect meaning of which is contrary to generally accepted
social morals and ethics; promote child pornography,
v. endanger the physical, psychological or moral development of minors,
or interfere with their mental health and emotional state,
vi. posting posts with erotic content,
vii. openly or covertly promote a political party or its representatives,
viii. openly or covertly advertise, to any person or entity, any products or
services,
ix. provide false, unverified, misleading or deceptive information about a
third party
x. interfere with, disrupt or harass other users of the App.
3.6 The client is obliged to:
(i) notify the Provider of any security flaws in the Application of which it has become aware,
(ii) set up a separate user account (“access”) for each of your employees or other authorised
persons within your client account and set up unique login credentials for such account,
– 7 –
(iii) prevent any sharing of login credentials between Client’s employees or others who have
been granted access to the Application.
3.7 The Client declares that:
(i) has legal capacity and has been established and/or is doing business in accordance with
applicable law,
(ii) its ability to perform its obligations under these GTC is in no way affected,
(iii) has not created a user account in the Application, which would be cancelled by the
Provider due to the use of the Application in violation of the Contract or legal
regulations.
3.8 The Client is responsible for the accuracy and timeliness of the registration data provided in the
Client’s account as well as all information entered into the Application within the scope of its use.
The Client is obliged to update the registration data in his/her Client Account immediately after
each change of the registration data. The Provider is entitled to control the content of any
information provided by the Client within the use of the Application, in particular, the Provider is
entitled to warn the Client of a violation of Clause 3.5 and these GTC, to demand immediate
correction or to remove such information from the Application, without the Client’s consent and
without prior notice to the Client. This is without prejudice to the Provider’s right to withdraw
from the Contract pursuant to these GTC and any claim for damages caused by such breach.
3.9 The client account is protected by a login email and a specific identification number, called a token
– unique for a specific email. The Client is responsible for the confidentiality of his/her login
credentials and for the security of the computer system he/she uses when using the Application.
The Client is also obliged to oblige all persons who, with the Client’s consent, have created their
access within the Client’s account, or to whom such access has been created directly by the Client,
to protect their login data. Otherwise, the Client is also responsible for the confidentiality of the
login data of these persons. The Provider shall not be liable for the use of the Client’s login
credentials, the use of the Client Account or access(es), the content of the Client Account or
access(es), or for activities within the Client Account or access(es) that result from misuse of the
login credentials. In the event that the Client or the person who has established access with the
Client’s consent believes that the confidentiality of the login credentials may have been
compromised, they are obliged to immediately notify the Provider by email to podpora@zooza.sk.
The Provider shall not be liable for any misuse of the Client’s login data or persons who have been
granted access to the Application, nor for any possible damages or claims of third parties arising as
a result of a breach of the above obligations.
3.10 The Client acknowledges that the data and information contained in the Client’s Client Account
resides on the EU servers, and that such data may be viewed on any medium through which the
Client can log into their Client Account within the Application. With respect to the security and
protection of such data, clause 3.9 of these GTC applies mutatis mutandis.
3.11 A client account may be unilaterally cancelled under the following conditions:
– 8 –
(i) The Client is entitled to cancel their Client Account at any time free of charge by
contacting support at podpora@zooza.sk.
(ii) The Provider is entitled to cancel the Client’s account at any time after prior notice to the
Client if:
i. there is any of the grounds for withdrawal from the Contract by the Provider,
ii. the Client using the “Free” Services subscription has not logged in to his/her
Client Account for more than 6 months since the last login,
iii. the Client is in arrears with the payment of the subscription fee for more than
three (3) months.
3.12 The Provider is obliged to notify the Client by e-mail at least three (3) business days in advance
of its intention to terminate the Client’s account for the reasons set out in clause 3.11 (ii) of these
GTC.
3.13 The Client acknowledges that cancellation of the Client’s account is irreversible. Clause 6.8 of
these GTC is not affected. The Client shall not be entitled to any compensation from the Provider
in connection with the cancellation of the Client Account.
3.14 Cancellation of the Client’s account by the Client or the Provider shall also result in the
cancellation of the Contract in accordance with clause 6.2(d) of these GTC without any right to
compensation. Cancellation of the Client Account shall not affect the Provider’s right to payment
of the price under these GTC for the Services provided to the Client up to the moment of
cancellation of the Account.
3.15 Cancellation of the Client’s account also results in the termination of the processing of
personal data of natural persons on the part of the Client and personal data of Users, which the
Provider processes in accordance with these GTC in the capacity of an intermediary.
3.16 The Application also includes the operation of a database of Clients and Users, in accordance
with these GTC and for the purpose of implementing contractual relations with the Client and
User.
4. Licence and copyright
4.1 By entering into the Agreement and completing the registration in the Application in accordance with
these GTC, the Provider grants the Client a non-exclusive, non-transferable license to use the Application
(hereinafter referred to as the “License”), exclusively:
(i) for the purposes of the Contract and these GTC,
(ii) to the extent necessary to achieve the purpose under (i) above,
(iii) in connection with the Client’s business activities,
– 9 –
(iv) to the extent of the functionalities of the Application that have been made available to the
Client under the Agreement,
(v) for the territory of the European Union,
(vi) for the duration of the Contract.
4.2 Client does not acquire any ownership or other rights to the Application or any part thereof by the
License Agreement. The Provider reserves all rights not expressly granted to the Client.
4.3 The Client is not entitled to use the Application other than in accordance with these GTC, in
particular it is prohibited:
(i) interfere with the technical or factual content of the Application,
(ii) Distribute, copy or further process the application in any way,
(iii) provide, sell, rent, lease, transfer or distribute any portion of the Application;
(iv) circumvent, disable or otherwise interfere with security-related features of the App that
prevent or restrict the use or copying of any Content or that enforce restrictions on the use of
the App;
(v) view, copy, modify and/or decrypt the source code of the Application;
(vi) copy, modify, adapt, translate, correct, improve, alter or create any derivative works of the
Application and/or any part thereof;
(vii)use any automated means to access or monitor the Application for any purpose;
(viii) take any action that imposes or may impose an unreasonable burden on the infrastructure
of the Application;
(ix) interfere or attempt to interfere with the integrity or proper functioning of the Application or
any related activities;
(x) remove, delete, obscure or alter any identification, copyright or other proprietary notices
attached to the App,
(xi) use or display the logos or trademarks of the App;
(xii) use the App to develop a competing service or product;
(xiii) use the App to send unsolicited or unauthorised notifications; and/or
(xiv) use the App in violation ofthese GTC and/or the law.
4.4 The Client is obliged to obtain the necessary licenses for the use of all works provided or presented
on the Client’s website, the sale or presentation of which, in accordance with these GTC, is mediated
through the Application, or which will be used in connection with the provision of the Services by the
Provider. The Client shall also be obliged to pay the relevant remuneration for the granting of such
licenses as well as any other costs associated therewith. The Provider shall not be liable for any
infringement of copyright or other rights of third parties in connection with the use of the Application.
– 10 –
The Client undertakes to indemnify the Provider for all damages incurred by the Provider in connection
with the claims of third parties, including the persons concerned, in connection with the execution of the
Agreement and/or the use of the Application. The aforementioned also applies to the case of any media
inserted by the Client into the Application as well as the making available of digital content by the User
and the related infringement of the rights of third parties.
4.5 These GTC do not in any way interfere with or intend to control any intellectual property rights
belonging to the Client. The Provider shall be entitled to use the Client’s logo, trademark or trade mark
solely for the purpose of carrying out the contractual relationship with the Client under the Contract.
5. Price, payment terms and compensation
5.1 The Provider generally provides the Services for a fee.
5.2 For the provision of the Services, the Client is obliged to pay the Provider the price according to
the valid Price List, available at www.zooza.sk, on the basis of an invoice issued by the Provider,
which is payable immediately (in case of payment by credit card) or within the due date
indicated on the invoice, unless otherwise agreed. The Client agrees to issue and send the
invoice in electronic form. The current and valid price for the Services is also displayed in the
Client’s account.
5.3 The Client shall not be entitled to a refund of the price paid or a discount on the price in the
event that the ordered Services are not used or for other reasons not caused by the Provider.
5.4 In case of delay of the Client with payment of the price or its part for more than 14 days, the
Provider is entitled to suspend the provision of the Services until the Client has paid the price in
full. The Client shall not be entitled to an extension of the period of provision of the Services by
the period for which the provision of the Services has been interrupted for the reason under this
clause, nor shall the Client be entitled to a discount or any other reduction of the agreed price.
5.5 In the event of the Provider’s provision of Services with defects lasting more than 24 hours, the
Client shall be entitled to the following against the Provider:
a) compensate you by providing replacement Services of an equivalent value,
b) the provision of other compensation as agreed by the parties, in particular a price reduction.
For the avoidance of doubt, the Parties agree that in the event of a defect in the Services within 24
hours or a defect caused by an obstacle that has occurred independently of the will of the obliged party
(Provider) and prevents it from fulfilling its obligation, if it cannot be reasonably foreseen, that the
obliged party would have averted or overcome this obstacle or its consequences, and furthermore, that
the obliged party would have foreseen this obstacle at the time of the obligation (hereinafter referred to
as “circumstances precluding liability”), the Client is not entitled to assert any liability claims against the
Provider for defects. The effects excluding liability shall be limited to the duration of the obstacle to
which they are related.
– 11 –
5.6 The Client is obliged to notify the Provider of any defects in the Services provided without undue
delay after the defects could have been detected with due diligence (in particular after the User
has reported the defect). Otherwise, the User shall not be entitled to compensation pursuant to
clause 5.5, if such entitlement has arisen pursuant to these GTC. The Client may make a
complaint about the Services provided at the following e-mail address: podpora@zooza.sk.
5.7 The Provider shall not be obliged to compensate the Client for any damage that could not have
been foreseen at the time of conclusion of the Contract.
6. Duration and termination of the Contract, penalties
6.1 The Contract is concluded for an indefinite period of time, unless the Parties agree otherwise
6.2 The Contract shall terminate:
a) the expiration of the period for which the Contract was concluded, if such period
results from the agreement of the Parties in the Contract or is part of the order,
b) by written agreement between the Client and the Provider,
c) by written notice from the Client pursuant to clause 10.2 of the GTC,
d) cancellation of the Client’s account by the Client or the Provider in accordance
with these GTC,
e) withdrawal from the Contract by the Client or the Provider in accordance with
these GTC,
f) termination of the Client or Provider without legal successor.
6.3 The Provider is entitled to withdraw from the Contract if:
a) the Client is more than 30 days in arrears with the payment of the price for the Services, even in
part, and has been requested by the Provider to pay it in vain,
b) The Client damages the good name and/or reputation of the Provider or its brand(s),
c) The Client uses the Application or uses the Services in breach of these GTC,
d) The Client shall lose the authority to conduct the business in connection with which he/she uses
the Services and/or the Application,
e) The Client uses the Services or uses the Application in such a way that the Provider suffers
damage or suffers from such use,
f) if the Client or a person who creates access with the Client’s consent provides false, misleading
or deceptive information when registering for the Application,
– 12 –
g) if the Client does not create his/her Client Account for more than 30 days from the conclusion of
the Agreement,
h) The Client breaches the obligation of confidentiality pursuant to Article 8 of the GTC,
i) The Client breaches the Contract in a material way.
6.4 The Client is entitled to withdraw from the Contract if:
a) The Provider breaches the Contract in a material manner; a material breach of the
Contract by the Provider is in particular such a breach as a result of which there is a
demonstrable complete interruption of the provision of Services by the Provider for more
than seven (7) consecutive days, except in cases where the interruption is caused by
circumstances precluding liability (Section 374 of Act No. 513/1991 Coll., the Commercial
Code).
6.5 Withdrawal from the Contract is without prejudice to the Provider’s right to compensation or
other penalty in accordance with these GTC.
6.6 event of termination of the Contract, the Client’s account will be terminated at the same time,
whereby clauses 3.13 to 3.15 of these GTC apply mutatis mutandis.
6.7 the Client’s delay in payment of the price for the Services pursuant to these GTC, the Provider is
entitled to apply interest on late payment to the Client at the statutory rate. The obligation to pay default
interest or any other penalty under these GTC is without prejudice to the Provider’s claim for damages.
6.8 The Provider shall, even after the termination of the Contract, comply with all obligations arising
from the relevant legislation on the protection of personal data, in particular to prevent any
unauthorised handling of personal data until such time as such personal data is handed over to the
Client or to a third party designated by the Client, or securely disposed of, as instructed by the Client. All
other information that was in the Client’s account on the date of termination of the Contract shall be
promptly deleted or otherwise disposed of by the Provider upon termination of the Contract.
7. Responsibility for data security
7.1 The Provider is obliged to adopt appropriate security standards in relation to the spread of computer
viruses and protection against such viruses in the context of the Client’s use of the Application. The
Provider acknowledges that it is obliged to comply with all legal regulations relating to the protection
of personal data processed and trade secrets.
7.2 The Provider declares that:
(i) uses updated anti-virus software at regular intervals to preemptively verify the integrity of
the installation files produced,
– 13 –
(ii) errors or defects of the Application that may arise in actual practice and which are pointed
out by the users of the Application shall be promptly addressed and eliminated and the
Provider shall make every effort to eliminate such defects.
7.3 Error messages and other similar manifestations that do not affect functionality and do not cause a
material deviation from the agreed features of the Application shall be considered a deficiency of the
Software that does not affect its use. The Provider undertakes to remedy such deficiencies within a
reasonable period of time.
7.4 The Provider shall not be liable for the display of information on the user’s device and for the
availability of the website at any time and place, unless the respective deficiency was caused by
reasons on the Provider’s side.
7.5 The Website may link the Client to other websites and the Provider is in no way responsible for the
content, availability or other aspects of such other websites. The information contained on such
other sites does not reflect the opinion of the Provider.
7.6 The Provider shall not be liable for any damage caused to the Client, which has been caused
otherwise than by a breach of the Provider’s obligations under the Contract, these GTC or applicable
law, which has occurred in particular:
(i) as a result of deletion, damage, theft and/or misuse of the database contained in the
Client’s client account in the Application,
(ii) due to incompatibility of the Application with the Client’s computer equipment,
(iii) due to computer infiltration, in particular when the Client fails to take reasonable care and
protect its computers with appropriate anti-virus programs,
(iv) as a result of misuse of the Client’s login data by an unauthorised person, by force and/or
by exploiting errors in the Client’s account settings and/or by copying, altering and/or
deleting the Client’s stored data; or
(v) obstructing the functionality of the Application as a result of a third party gaining
unauthorised access to the Client’s account and as a result of such third party inserting,
transmitting, corrupting, deleting, degrading, altering or suppressing computer data or
creating inauthentic data with the intention that it should be treated as authentic or
disposed of as such for legal purposes.
7.7 Clause 7.6 also applies mutatis mutandis to all accesses created by the Client or other persons with
the Client’s consent and also to the User Accounts of Users.
8. Obligation of confidentiality
8.1 The Parties undertake to maintain the confidentiality of any confidential information which
comes to their knowledge in connection with the implementation of the Contract. Confidential
information is all information and data, of whatever kind or form, which the Parties provide to
– 14 –
each other for the purpose of mutual cooperation. In particular, but not exclusively, any
information, data and documents (whether technical or financial in nature, relating to or in the
nature of intellectual property rights of any kind) provided by the disclosing Party, or its agents,
to the receiving Party, or its agents, shall be deemed to be Confidential Information, relating to
the disclosing party’s technology, products, inventions, business or financial models, operations,
services, methods, systems, processes, plans or intentions, know-how, design rights, trade
secrets, marketing, business or financial affairs (“Confidential Information”).
8.2 The parties are obliged to maintain the confidentiality of the Confidential Information, in
particular they must not communicate or otherwise disclose it to a third party, except with the
prior written consent of the disclosing party, and they are obliged to take measures to prevent
its disclosure to third parties. In addition, the Parties shall ensure that they do not use or exploit
the Confidential Information in any manner other than for the purpose of this Agreement and
also that they do not copy or otherwise store the Confidential Information except as necessary
to fulfill the purpose of this Agreement.
8.3 The obligation of confidentiality of Confidential Information under 8.2 shall not apply to any
Confidential Information which:
(i) are or become publicly known and available otherwise than as a result of a breach of the
Contract by the receiving party; or
(ii) was or became available to the receiving party without a request for confidentiality from a
person who, to the knowledge of the receiving party, is not bound by an obligation of
confidentiality to the disclosing party or otherwise restricted from disclosing the
information to the receiving party; or
(iii) was reasonably available to the receiving party before it was disclosed to it by the disclosing
party; or
(iv) are or were independently produced by the receiving party without the use of Confidential
Information; or
(v) the Parties agree in writing that they are not confidential or may be disclosed.
8.4 The Provider undertakes to hand over to the Client without undue delay all Confidential
Information with which it comes into contact beyond the scope of its work for the Client and, at
the time of its own handling of the Client’s Confidential Information, to ensure that it is
sufficiently protected against any loss, destruction, theft, unauthorized access, accidental
damage or other unauthorized use or processing. To the same extent, the obligation shall also
apply to the Client.
8.5 The obligation to maintain confidentiality of Confidential Information shall continue regardless of
the duration of the Contract, i.e. even after termination of the Contract.
9. Communication and technical support
– 15 –
9.1 The communication between the Provider and the Client shall take place preferably in electronic
form by means of e-mails communicated by the Parties at the conclusion of the Contract.
Notifications regarding the facts on the basis of which the Client or the Provider will assert any legal
claims must be made in writing and demonstrably communicated or delivered to the other Party, in
particular with regard to legal actions concerning the termination of the Contract. For these
purposes, the Parties shall be entitled to send documents to the address last notified to the other
Party. This is without prejudice to the right to send documents to the registered office address of the
Party as published in the public registers (e.g. Commercial Register, Trade Register, etc.).
9.2 The Provider provides technical support for the Application via e-mail: podpora@Zooza.sk.
10. Common and final provisions
10.1The Provider declares that it is not aware of any additional distribution channels and any affiliate
programs through which the Provider may market goods or services offered by the Client.
10.2The Provider is obliged to notify the Client of any proposed changes to these GTC by e-mail or other
appropriate form. The proposed changes must not be made before the expiry of the notification
period, which is 15 days from the date on which the Provider notified the Client of the proposed
changes. A longer notice period may be granted by the Provider if necessary to allow the Client to
make technical or business adjustments to accommodate the intended changes. The Client shall be
entitled to terminate the Contract with the Provider before the expiry of the notice period, such
termination to take effect on the 15th day following receipt of the notice under the first sentence.
The Client shall be entitled to waive the application of the notification period referred to above at
any time after receipt of the notification, either by written declaration or by an express expression
of intent confirming consent. The submission of new products or services via the Application during
the notification period shall be deemed to be an express expression of intent confirming the consent
to waive the application of the notification period, except where this period is longer than 15 days in
specific cases. In such cases, there will be no automatic waiver of the notification period if the Client
submits new products or services.
10.3The notification period referred to in clause 10.2 shall not apply if the Provider:
(i) is subject to a legal or regulatory obligation that requires it to
amend the GTC in a way that does not allow it to comply with the
notification period under clause 10.2,
(ii) must exceptionally change the GTC in order to address an
unforeseen and imminent danger in connection with the protection
of the Application, Client or Users from fraud, malware, spam, data
breach or other cyber risks.
10.4The Provider is obliged to ensure that the identity of the Client who provides products or services
through the Application is clearly visible.
– 16 –
10.5The Provider shall be entitled to restrict, suspend or terminate the provision of Services to the Client
only on the terms and conditions set out in these GTC, providing the Client with a justification on a
durable medium, in the case of restriction or suspension of the Services before or at the time such
restriction or suspension takes effect, and in the case of termination of the provision of the Services
at least thirty (30) days prior to the effective date of such termination of the provision of the
Services. The foregoing period shall not apply if Provider:
(i) is subject to a legal or regulatory obligation that requires it to terminate the provision of
Services to the Client in a manner that does not allow it to comply with that notice period,
(ii) asserts the right to terminate the provision of the Services for an urgent reason under
Slovak law, which is in accordance with EU law; for the purposes of this clause, an urgent
reason shall always be deemed to be a reason under clause 6.3 of these GTC,
(iii) can prove that the Client has repeatedly violated these GTC.
10.6 Legal relations between the Provider and the Client not expressly regulated by these GTC shall be
governed by the law of the Slovak Republic, in particular Act No. 513/1991 Coll., Commercial Code,
Act No. No. 18/2018 Z. z. on the protection of personal data and on amendments to certain acts and
EU law, namely Regulation (EU) 2019/1150 on the promotion of fairness and transparency for
commercial users of online intermediary services, as well as the GDPR.
10.7All disputes arising out of or in connection with the Contract shall be resolved by the Parties out of
court as a matter of priority. In any event, the Parties shall be entitled to resolve such disputes
through the courts of law, with the courts of the Slovak Republic having exclusive jurisdiction to
decide any disputes relating to this Contract, including contracts related thereto.
10.8These GTCs shall replace the GENERAL TERMS AND CONDITIONS FOR PROJECTS effective from
1.8.2022 in their entirety from the date of their entry into force. The right to terminate the Contract
pursuant to clause 10.2 of the GENERAL TERMS AND CONDITIONS FOR PROJECTS shall not be
affected thereby.
10.9 Changes and amendments to these GTC or the Contract will only be valid if approved in writing by
both Parties. Any changes to these GTC shall not affect individual arrangements agreed in writing
between the Parties which shall prevail over these GTC.
10.10 These GTC shall cease to have effect on the date of entry into force of the new GTC.
10.11 These GTC shall enter into force on 15.2.2023.
Pezinok 1.2.2023
Zooza s. r. o.
– 17 –