Allgemeine Geschäftsbedingungen

General Terms of Business: Online Shop of ČESKÁ INFORMAČNÍ AGENTURA, s.r.o.



1.     Preamble

1.1    These General Terms of Business of ČESKÁ INFORMAČNÍ AGENTURA, s.r.o., ID: 251 28 337, whose registered office is at Prague 1, Klimentská 52, postcode 110 00, registered in the Commercial Register maintained by the Metropolitan Court in Prague, Section C, File 52059 (the ‘Provider’), are issued pursuant to section 1751 of Act No. 89/2012 Sb. (Coll.), Civil Code (the ‘Civil Code’) and are an integral part of the Contract made between the Provider and the person to which the Provider provides its services under the Contract (the ‘Customer’ and the ‘GTB’).

1.2    Under the Contract, the Provider provides the Customer with processed digital content – an information, news or another similar summary in electronic form whose content (in particular its focus, content arrangement, territorial coverage, periodicity, availability) is determined by the Customer within the parameters provided by the Provider (the ‘Product’). The term Product refers primarily to Standard Products (Sector Profiles, Czech AM) and Tailor-made Product (Index: Tailor-made Product) or other Products as currently offered by the Provider. The Product also means an information or news database acquired by the Provider and updated on a continuous basis and operated on a website arranged by the Provider which is designed for use by the Customer in the scope and extent determined by the Customer (in particular in terms of its focus, composition, territorial coverage, availability).

 

2.     How the Contract is formed

2.1    By producing and placing a Purchase Order to the Provider, the Customer submits a proposal to enter into a contract with the Provider for the performance specified in the catalogue of the Provider's products as selected by the Customer. The Provider will provide such performance to the Customer in the agreed scope and extent and subject to the terms and conditions specified in the Purchase Order received and these GTB (the ‘Service’ and the ‘Contract’), with the condition of compliance with these GTB. The proposal contains in particular the scope of the Service required, Product’(s)’ parameters, fee, subscription period (term), periodicity of Service provision, Customer’s identification and contact information and consent to the GTB.

2.2    The Provider’s order system enables simultaneous realization of the payment of the Fee (as defined in clause 3 of these GTB) by means of reimbursement with a payment card in a method offered for the selected Service by the Provider’s online shop and payment gateway, at the moment of the sending of the proposal. Immediately after receiving the proposal and the payment of the Fee, the Provider will confirm the execution of the Contract to the electronic contact provided by the Customer and start providing the Service. From this moment, the contract is valid, duly entered into and effective for the parties. If the Fee is not paid to the Provider’s account, the Contract is not entered into and the Provider is not obliged to provide the Service or other performance to the Customer.

2.3    The Customer expressly agrees to start providing the Service immediately after the conclusion of the Contract and performance of the terms and conditions of these GTB (in particular clause 3.5 of the GTB) and the Customer acknowledges that in such event the Customer is not entitled to withdraw from the Contract pursuant to clause 10.7 of the GTB.

3.     Price and Payment Method

3.1    For providing the Service or Product, the Provider is entitled to a fee agreed in the Contract (the ‘Fee’). The statutory VAT will be added to the Fee. The Customer is always kept informed on the final price of the Services ordered.

3.2    The Fee is based on Product prices valid at the time the Contract proposal is forwarded to the Provider. The Fee amount depends on the scope of the Service ordered, the subscription period chosen (Contract term) and the nature or the scope of the rights of use (licences) granted to the Customer. In justified cases, the Provider is entitled but is under no obligation to provide the Customer with a discount on the usual price of the Products.

3.3    Unless otherwise agreed by the Parties, the Fee is charged to the Customer as a Service subscription for a certain agreed period (normally one month, six months or 12 months). If the Fee is paid online, the Customer grants the payment service provider its consent – by providing the relevant data (payment card number, validity, etc.) to repeated use of the data for the purpose of other payments resulting in the extension of the Contract for another period subject to the terms and conditions specified in clause 10.1 of the GTB.

3.4    Immediately after receiving the payment of the Fee, the Provider must issue a proper tax document and deliver it to the email address provided by the Customer. For this purpose, the Customer expressly agrees with electronic form of the tax document.

3.5    The Provider is entitled to start providing the Service only once the subscription amount for the agreed period is paid by the Customer in full.

3.6    The Customer has no right to set off its claims from the Provider against the Provider’s claims in respect of the Customer.

3.7    During the term of the Contract, the Provider is entitled to modify the agreed Fee amount by the inflation rate over the previous 12 calendar months based on the inflation data expressed as an accrual in the consumer price index as of the same month of the previous year published by the Czech Statistical Office or by a similar authority if the Czech Statistical Office ceases to exist.

3.8    If the cumulated consumer price index as of the previous months grows during the course of the year by 5% and more compared to the month in which the Fee under the Contract was mostly recently fixed, the Provider has the right to adjust the agreed price for this inflation rate at any time for the next subscription term once the abovementioned level is reached. 

3.9    The Provider must notify the Customer in writing of the new Fee amount adjusted in accordance with clause 3.7 and 3.8 of the GTB for the next subscription period. The new Fee will be valid from the first day of the month following after the delivery of the notification to the Customer. If the Customer is a consumer, he/she may withdraw from the Contract in the case of a significant increase in the Fee.

4.     Legal and Actual Nature of the Product and Licence

4.1    The Provider represents and warrants that

a.       the Provider makes every effort to keep the Product content up-to-date, factually accurate and corresponding to the parameters specified by the Customer;

b.      each Product provides the basic, descriptive and uncommented information on a certain event or fact and does not basically express any opinion, view, evaluation or conclusion of the Provider;

c.       the Provider obtains the information described above from available external sources where it relies on the truthfulness, completeness and accessibility (not subject to any classification) of the data obtained which the Provider has no obligation to verify;

d.      the specific Product outcome need not be complete at the given time, i.e. it need not contain information on all events which satisfy the parameters determined by the Customer for the given period. It cannot be ruled out that it will be impossible to prepare the Product output owing to non-existence, unavailability, unreliability and/or unpredictability of the information satisfying the parameters determined by the Customer;

e.       each Product is protected in accordance with Act No. 121/2000 Sb. (Coll.), on Copyright, Copyright-related Rights and Amendment to Certain Laws (Copyright Act), as amended (the ‘Copyright Act’); this also applies to, with the necessary modifications, the relevant parts of the Product (e.g. metadata created through data indexation in the Provider’s database);

f.       each Product was produced as an original work through creative activities of the Provider’s employee and/or contracted partner; this does not apply to works or parts thereof used within the legitimate licence to the news coverage use (in particular taken over daily news);

g.       each Product is the result of creative activities consisting in, whether fully or in part, the literary representation of information, data, events and facts independently obtained by the Provider, and in an absolutely unique method of collection and arrangement of the content, and the Provider exclusively exercises property rights to the Product; as for databases, the Provider is the purchaser of such a database;  

h.      each Product is part of the Provider’s trade secret and only the Provider has the exclusive right to decide whether, in what extent, form and under what conditions the Provider’s trade secret will be made available to third persons;

       For the purposes of this clause, the Product also means any freely available part of the Product (sample, extract, summary, etc.).

4.2    Under the Contract, the Provider grants the Customer non-exclusive right to exercise the right to use the Product (the ‘Licence’) solely for the Customer’s personal needs. Any other methods of use pursuant to section 12 (4) (b)-(f) of the Copyright Act are excluded during the term of the Contract, without any territorial limitation and for a fee which is part of the Fee.

4.3    The Customer must use the Products solely for its own needs. The Customer has no right to make the Product or any part thereof available, to deliver it, forward it, provide it to a third person or allow the third person to get access to the product or any part thereof. Also, the Customer is not entitled to make available the metadata produced, among other things, through data indexation in the Provider’s database, to deliver them, forward them, provide them to a third person or allow the third person to get access to the product or any part thereof, or use such metadata for oneself except for the purposes of use corresponding to the Product.

4.4    Any use of the Product which is enabled through an available functionality within the web interface is not in conflict with the Licence provided.

5.     Rights and Duties of the Customer

5.1    As of the date of the commencement of the provision of the Service, the Customer is obliged to be equipped with the usual hardware and software equipment, supporting Internet access, HTML e-mail reception and sending and JavaScript utilisation.

5.2    The Customer must immediately notify the Provider in writing as soon as the Customer identifies any delay of the Provider with the delivery of the Product under the Contract which consists in the failure to deliver the Product when agreed, in a timely delivery, yet with incomplete or incorrect content, delivery to an incorrect email address. Based on this notification, the Provider will examine the circumstances of the delay and forward its conclusion to the Customer. If the delay were caused for reasons beyond the Provider’s control and/or if the Customer reported it without undue delay, the Customer is not entitled to any facultative compensation, to any discount on the Fee or to termination hereof. The Customer must provide any and all necessary assistance.

5.3    The Customer grants to the Provider its express consent to the sending of commercial communications regarding the products and services of the Provider and/or third parties via electronic means using the electronic contact provided by the Customer. The Customer is entitled to revoke its consent at any time by notice in writing sent to the Provider’s email address at helpdesk@cianews.cz or using a procedure specified in the instructions contained in the footer of the commercial communication delivered. For the avoidance of doubt, electronic communication of the Provider containing operating information relating to the Service provided to the Customer is not regarded as a commercial communication.

5.4    For the purposes of communication with the Provider, sending suggestions and observations or correcting the registration data, the Customer must use the Provider’s contact form available from the Provider’s web interface.

5.5    Information about the collection and processing of personal data are available to the Customer and third parties on the Provider’s website at all times (Privacy Policy).  

6.     Liability of the Provider

6.1    The Parties have agreed to exclude the Provider’s liability for damage to the maximum extent permissible by law if such damage could have been caused, could be caused or was caused to the Customer in connection with (i) any failure to provide the Service or deliver the Product to the Customer; (ii) any inaccurate, biased, untrue, incomprehensible, not topical, incomplete or brief, mistakable, confusing content of the Products; (iii) technical problems of the Internet access provider or webhosting provider affecting the provision of the Service; (iv) the condition and/or functionality of the Customer’s IT infrastructure affecting the Product’s delivery to the Customer or (v) actions by the Customer being in conflict with the purpose of this Contract.   

7.     Design and method for the provision of Product

7.1    The Provider is obliged to supply to the Customer the Product that complies with the parameters defined by the Customers (primarily focus, content arrangement and/or territorial coverage, times of provision etc.) in line with clause 3 of the GTB.

7.2  The Product may be supplied to the Customer electronically by e-mail to the e-mail address provided by the Customer to the Provider for the purpose, through the Provider’s web interface or a mobile reader, always depending on the current offer and the nature of the Product. If available for the relevant Product from the Provider, the Customer has access to the Product archive on the Provider’s website via user account login data. Unless agreed otherwise, the archive stores the provided Products from at least the previous 24 hours. The archive of older Products is available for the Customer only if agreed with the Provider. The Customer will lose access to the archive after the termination of the Contract.

7.3  If the Customer is in default with the payment of the Fee, the Provider is not obliged to provide the Service.

8.      Confidentiality

8.1    The Customer must maintain confidentiality about the Provider’s trade secrets as well as any and all confidential information which the Parties disclose to each other in connection with the Contract (the ‘Confidential Information’) and must not disclose such information to any third party and must protect such information against any unauthorised use.

8.2    Confidential information means in particular the following information:

a.       technical or commercial data or other information which is not part of the public domain, in particular know-how, computer programs, processes, designs, concepts, specifications, news, data, metadata, analyses, documents, price information, business, financial and marketing plans, inventions and discoveries;

b.      any additional information which the Provider expressly and apparently marks as ‘confidential’.

8.3    Any disclosure of the Confidential Information in the necessary extent to bodies or persons which are by law entitled to such information, any provision of the Contract to persons bound by law by the non-disclosure duty at least in the extent of this Contract or any other use of the Confidential Information by the Customer with the prior and express written consent of the Provider is not deemed to be a breach of the non-disclosure duty.

8.4    Each Party must immediately notify the other Party of any occurred or imminent cases as described above as well as of any identified cases of the risk of disclosure or breach of the Confidential Information. 

9.     Sanctions

9.1    In the event that the Customer is in default with the payment of the Fee, the Provider is entitled to request a contractual penalty at the maximum of a double of the agreed monthly Fee for each month of default until the Fee is paid in full. If the Customer is in delay with the payment of the Fee for more than thirty (30) days, the Provider is also entitled to withdraw from the Contract.

9.2    For any breach of the non-disclosure duty specified in clause 8 of the GTB or in cases of any breach of the Licence by the Customer, the Provider is entitled to request a contractual penalty at the maximum of a double of the agreed annual Fee for all provided Products.

9.3    The claims of the Parties hereunder cumulate, i.e. they do not mutually rule out each other. The claim to the payment of damages in full remains unaffected by the payment of the contractual penalty. 

9.4    The contractual penalty is due and payable within ten (10) days of the written notification of the contractual penalty with due justification for the defaulting party.

10.    Contract Termination

10.1   In principle, the Contract is made for a definite period of time and its term corresponds to the Service subscription period (typically one month, six months or 12 months). When making the Contract, the Customer may choose automatic extension of the Contract for the same period (the 'Extension'); clauses 3.7 and 3.8 of the GTB remain unaffected. The Extension is subject to a condition that the price of any Product delivered within the Service remains unchanged during the course of the respective Service subscription period; clauses 3.7 and 3.8 of the GTB remain unaffected. The Provider will notify the Customer of the upcoming expiration of the subscription period and state where and how the Extension may be cancelled.  

10.2 The Contract may be terminated at any time by a written agreement between the Parties.

10.3 The Parties may withdraw from the Contract in cases specified in these GTB or in the Civil Code. The Provider may also withdraw from the Contract or suspend Service provision if it is established that the Customer has provided incorrect or non-functional identification and contact data to the Provider upon execution of the Contract.

10.4 A Party’s withdrawal comes into effect if executed in text format and containing a reason for withdrawal and if delivered to the other Party.

10.5 If the Contract ceases to exist, the Provider is entitled to cancel the Customer’s user account on its web interface or limit the Customer’s access to the archive.

10.6 The Provider has the right to cancel any and all duties in respect of the Customer arising from the Contract, in particular the duty to provide the Service, at any time during the term of the Contract and without stating any reason if the Provider pays compensation to the Customer in the amount of the monthly Fee. Cancellation of the Provider’s duty arising from the Contract is effective at the moment such compensation is paid.  

10.7 The Customer acknowledges that considering the character of the Product and Service provided, the Customer is not entitled to withdraw from the Contract within the time limit of fourteen (14) days as specified in section 1829 of the Civil Code, due to the reason described in section 1837 (l) of the Civil Code.

11.    Amendments to the GTB

11.1   The Provider reserves the right to amend the General Terms of Business at any time, in particular in the following extent: Rights and Duties of the Customer (clause 5 of the GTB), Exclusion and Limitation of Liability (clause 6 of the GTB), Sanctions (clause 9 of the GTB) and Contract Termination (clause 10 of the GTB).

11.2 The Provider must notify the Customer of any amendment to the GTB at least seven (7) days before such amendment takes effect to the Customer’s electronic address recorded in the Provider’s database. 

11.3 The Customer is entitled to reject the amendment to the GTB in written notification sent to the Provider together with the termination of the Contract with 14-day notice period which starts to run on the day following the notice delivery to the Provider.

12.    Final Provisions

12.1   If the Customer is a consumer, the provisions laid down by clauses 3.6, 5.3 and 9 of the GTB do not apply.

12.2  If the Customer who is a consumer believes that the Provider has breached its duties laid down by applicable laws and regulations, these GTB or the Contract when offering or selling the Services, the Customer may turn to the Provider via a contact form. If the Customer does not agree with the solution proposed, the Customer may turn to a court with the claim or the Czech Trade Inspection Authority or the Czech Trade Inspection Authority (www.coi.cz).

12.3  The Customer, who is a consumer, also has the right of out-of-court settlement of a potential dispute arising out of the Contract with the Provider initiated via the European Online Dispute Resolution platform (http://ec.europa.eu/consumers/odr).

12.4  These GTS are executed in the Czech language and in an informative English version with the Czech wording being prevalent