Company: Search Ready, s.r.o.
Company ID: 06979840
Registered office: Žerotínova 1133/32, 13000 Prague 3, Czech Republic
Registered in the Commercial Register maintained by the Municipal Court in Prague under file number C292448
(hereinafter referred to as the "Provider")
1. These Terms and Conditions of Sale and License (hereinafter referred to as the “Terms and Conditions”) govern, in accordance with Section 1751(1) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”), the mutual rights and obligations of the contracting parties arising in connection with the creation, provision, and use of the Provider’s software tool consisting of data indexing and search technology, linguistics, and customer behavior analytics (hereinafter “Search Ready”), and the performance of related implementation and other tasks and services, including additional software development and consulting services (collectively referred to as the “Search Ready Services”) for the recipient, who is the Provider’s customer (hereinafter the “Customer”).
1. A contract is concluded between the Customer and the Provider, the subject of which is in particular the delivery and use of the Search Ready Service as a software solution created by the Provider for the Customer (including the provision of related services), and the Customer's obligation to pay the agreed price to the Provider. This contractual relationship between the Provider and the Customer, including its content and scope, shall be based on the Provider’s “Offer” sent to the Customer, which has been duly accepted by the Customer (hereinafter referred to as the “Agreement”), as well as these Terms and Conditions.
1. The amount of remuneration for the provision and use of the Search Ready product shall be determined as a monthly flat-rate fee in accordance with the Search Ready product price list, which forms an annex to the Agreement (hereinafter referred to as the "Price List"). The flat-rate fee shall consist of two components: a flat license fee and a performance-based component (price based on the number of clicks) (hereinafter the “Flat Fee”).
2. The prices for additional services provided by the Provider under the Agreement are specified in the Price List. The Customer is obliged to pay the Flat Fee and any remuneration for additional services based on regular tax documents (invoices) issued by the Provider. Value-added tax (VAT) will be added to the remuneration in accordance with applicable legal regulations.
3. The Provider shall issue invoices on a monthly basis; the invoices must contain all the requirements of a tax document under applicable law. The payment term is agreed by the contracting parties to be 14 days, unless otherwise specified on the invoice. In the event of late payment of the invoice or any part thereof, a contractual late interest of 0.05% of the outstanding amount shall be charged for each day or part thereof of the delay.
4. The Provider shall send invoices to the Customer electronically to the email address specified in the Agreement, or to another address if requested in writing by the Customer and confirmed by the Provider.
5. The Provider is entitled to unilaterally update the Price List, particularly in view of inflation or in connection with the expansion of the Search Ready tool’s features. The Provider is obliged to notify the Customer of any update to the Price List in advance, at least 3 (three) months prior to the effective date of the updated Price List. If the Customer does not agree with the updated Price List, they are entitled to notify the Provider of their disagreement; in such case, the Agreement shall terminate on the effective date of the update. If the Customer does not communicate their disagreement by the effective date of the Price List update, it shall be deemed that they agree with the update and accept the new Price List as part of the Agreement.
1. The delivery date and method of providing the Search Ready Services shall be further agreed upon by the contracting parties in the Agreement. In the event of a delay on the part of the Customer in providing the necessary cooperation for the provision and delivery of the Search Ready Services, the delivery period shall be extended by the duration of such delay.
2. The delivery of Search Ready is deemed completed upon the activation and launch of the Search Ready tool, which the Provider shall demonstrably notify to the Customer. If the Customer does not communicate any objections regarding the functionality of Search Ready to the Provider within 3 (three) business days from the notification of its launch, it shall be deemed that the Customer has accepted the delivery of the Search Ready tool from the Provider.
1. As part of the Search Ready Services, the Provider undertakes to provide technical support to the Customer. Unless otherwise agreed between the contracting parties, the Provider's technical support is available to the Customer:
1. If the contractual relationship between the Provider and the Customer is agreed for a fixed term and unless otherwise stated in the relevant contractual provision, the contractual relationship shall automatically renew under the same conditions after the expiration of the agreed period, for the same duration as originally agreed, and this renewal may occur repeatedly. If either the Customer or the Provider does not wish to renew the contractual relationship, they must notify the other party in writing no later than one (1) month before the expiration of the agreed term. Otherwise, the contractual relationship will be automatically renewed, and the Customer shall be obligated to pay the agreed fee in accordance with the Price List. Written notice delivered later than one (1) month before the expiration of the agreed term shall not be taken into account.
2. The Provider has the right to terminate this Agreement with immediate effect in the event of a material breach of the Agreement by the Customer. A material breach of this Agreement shall include, but is not limited to, a violation of the license terms under Article VIII of this Agreement or a delay in payment of the Provider’s invoices by the Customer exceeding ten (10) business days.
1. By entering into the Agreement, the Provider grants the Customer a non-exclusive, territorially unrestricted license to use the Search Ready software tool for the term agreed in the Agreement.
2. In the event of modifications, updates, enhancements, or other changes to the Search Ready software tool, the license also applies to the modified version of the software.
3. If the license term specified in the Agreement is for a fixed period (time-limited license), the license shall be renewed together with the renewal of the Agreement pursuant to Article VII, under the same terms and for the same period as originally agreed, and this may occur repeatedly.
4. The Provider declares that it is the authorized holder of proprietary rights to Search Ready and that these rights are not affected or limited by any third party, and that it is entitled to grant the license under these terms.
5. The Customer is authorized to use the Provider’s Search Ready software tool exclusively for the purposes defined in these Terms and the Agreement. The Customer agrees not to engage in any activity that could disrupt the Provider’s infrastructure or other customers, including but not limited to using the Search Ready tool via automated systems that generate higher loads than a normal user operating via a web browser. The Customer is not authorized to sublicense the Search Ready software tool to third parties or otherwise transfer any rights or obligations arising from the granted license.
6. The Customer shall refrain from any activity that could directly or indirectly cause harm to the Provider, especially by granting access to the Search Ready tool to third parties, infringing the rights of third parties through the use of Search Ready, or violating the Provider’s intellectual property rights in connection with the Search Ready tool. Tampering with or copying the Provider's software and deriving program versions is strictly prohibited.
7. The Customer is the owner of all content processed through the Search Ready Service and is responsible for such content in accordance with applicable legal regulations (especially copyright law, data protection regulations, GDPR, etc.).
1. The Provider undertakes to ensure the proper functionality of the Search Ready tool. In the event that the service is unavailable for more than 60 (sixty) minutes during a single day, the Customer is entitled to a discount amounting to 1/30 of the agreed monthly fee under the Agreement for each day on which such unavailability occurred.
2. The Provider is entitled to collect analytical data on user traffic and customer behavior within the Search Ready tool for the purposes of proper service provision, license administration, as well as for the collection of statistical data for the development and marketing of the Search Ready tool.
3. The Customer and the Provider agree to maintain confidentiality regarding all information disclosed by the other contracting party in connection with this Agreement. They shall not disclose such information to any third party without prior written consent from the other party, nor shall they use the information for any purpose other than fulfilling this Agreement. The parties agree that all technical, commercial, or other non-public information shall be considered confidential.
1. Personal data voluntarily provided by the Customer for the purpose of fulfilling the Agreement or in an order for the preparation of an offer is collected, processed, and stored by the Provider in accordance with the applicable laws of the Czech Republic, in particular Act No. 110/2019 Coll., on the Processing of Personal Data, as amended, and also in accordance with 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 – GDPR).
2. Information about the processing of personal data is available on our website: https://www.searchready.cz/en/personal-data-protection-policy.
1. The relationship between the contracting parties and the Agreement itself shall be governed by and interpreted in accordance with the laws of the Czech Republic, regardless of any conflict of laws rules.
2. The parties agree that any disputes arising between them shall be resolved before the competent courts in the Czech Republic. The local jurisdiction shall be determined based on the registered office of the Provider.
3. The contracting parties undertake to resolve any disputes arising from or in connection with the Agreement primarily through mutual agreement. To this end, the parties agree to initiate out-of-court negotiations between the authorized representatives of both parties before commencing proceedings before a competent court or any other governmental authority. Only if the dispute cannot be resolved amicably, shall the parties be entitled to submit the dispute to the competent court in the Czech Republic.
1. The Terms and Conditions must be interpreted together with the Agreement and all related written documents referred to by the Agreement, and which may be concluded in connection with the Agreement.
2. These Terms and Conditions supplement the provisions of the Agreement and form an integral part thereof. In the event that a provision of the Agreement explicitly excludes the application of a certain provision of these Terms and Conditions, that provision shall not apply to the contractual relationship established by the Agreement. In the event of any conflict between the provisions of the Agreement and these Terms and Conditions, the provisions of these Terms and Conditions that are in conflict with the Agreement shall not apply to the extent of such conflict.
1. The Provider is entitled to supplement or modify the Terms and Conditions by publishing the latest version on the website at www.searchready.cz/obchodni-podminky. The new version of the Terms and Conditions shall become effective on the date of publication, unless a later date is specified in the new version.
2. This provision does not affect rights and obligations arising during the validity of the previous version of the Terms and Conditions.
3. The Provider is obliged to inform the Customer about the change in the Terms and Conditions via the Customer's email address. The Customer is entitled to reject the change in the Terms and Conditions within 5 (five) working days and terminate the contractual relationship effective as of the date of the change.
4. These Terms and Conditions are effective as of May 1, 2023.
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