General Terms and Conditions

General Terms and Conditions for Projects

  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.

  1. Overview of the Services and Terms and Conditions of Provision of the Services

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,

(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 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,

(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.

  1. 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,

(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,

(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:

(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.

  1. 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,

(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,ň

(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 of these 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. 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.

  1. 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.

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.

  1. 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,

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. 

  1. 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,

(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.

 

  1. 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 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.

 

  1. Communication and technical support

 

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.

 

  1. Common and final provisions

 

10.1. The 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.

10.2. The 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.

10.3. The 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.

10.4. The Provider is obliged to ensure that the identity of the Client who provides products or services through the Application is clearly visible.

10.5. The 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.

10.7. All 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.

10.8. These 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 2.2023.

Pezinok 1.2.2023

Zooza s. r. o.