General Business Terms and Conditions
for the Use of the Cognitio – scan System
operated by Cognitio – scan s.r.o.
in force and effect from 20 May 2018
version No.: 2018.01
1. Introductory provisions
- 1.1.1 The Provider is Cognitio – scan s.r.o., Company ID No. 071 52 469
- 1.1.2 Contact details of the Provider:
- a) e-mail address: email@example.com
- 1.1.3 The Provider is a legal person which inter alia operates the Cognitio – Scan system as defined below in Section 1.2 hereof.
1.2 Cognitio - scan system
- 1.2.1 The Cognitio - scan system is a software service enabling the monitoring, supporting and managing of people and teams on the basis of a unique method. The system is described at the Provider's website.
- 1.2.2 The Provider allows third parties to use the Cognitio - scan system in the form of remote access to the Provider's website via a web interface on which the Cognitio - scan system is located.
2. Definition of terms
- 2.1.1 Application – the Cognitio - scan system as specified in Section 1.2 hereof;
- 2.1.2 Price – the price charged by the Provider for the use of the Application; individual components, the amount and the method of determination of the Price are specified in the Pricelist;
- 2.1.3 Pricelist – the pricelist of the Provider's services the latest version of which is published at www.cognitio-scan.com.
- 2.1.4 Duration of Application Use – the period for which all agreed functions of the Application, as specified at www.cognitio-scan.com, are available to the Client.
- 2.1.5 Client's E-mail Address – the e-mail address as entered by the Client when filling in the order and as specified in the My Account Section where it may be changed by the Client;
- 2.1.6 Provider – Cognitio - scan s.r.o., a company specified in Section 1.1 hereof;
- 2.1.7 Client/Host – a natural or legal person who entered into the Contract for Use of the Cognitio - Scan System with the Provider;
- 2.1.8 Order – a proposal for the conclusion of the Contract made electronically by the Client;
- 2.1.9 Conditions – General Business Terms and Conditions for the Use of the Cognitio - scan System;
- 2.1.10 My Account Section – an administration interface made available to the Client with whom the Contract has been concluded, via which the Client may particularly log in to the Application, perform the setting, save changes to contact or invoicing details and process data;
- 2.1.11 Contract – the Contract for Use of the Cognitio - scan System entered into by and between the Provider and the Client in electronic form;
- 2.1.12 Parties – a collective term for the Provider and the Client who have entered into the Contract.
- 2.1.13 Person Interested in Cooperation – a natural person who enters specific contact details by filling in the demand form at the company’s website.
- 2.1.14 Website www.cognitio-scan.com – the website itself, and the website cognitio-scan with the use of national first-level domains and the subdomain to the website.
- 2.1.15 End User – a person using the Cognitio Scan application on the basis of a contractual relationship with the Client.
- 1.1.16 Customer – a person whom the services of Cognitio – Scan are provided directly by Cognitio scan.
3. Licence provisions
3.1. Content of the licence to the Application and limits to the scope of the licence
3.1.1 The Provider hereby grants the Client a licence, i.e. right to exercise the right to use the Application, under the following conditions:
- a) the licence is agreed as a non-exclusive one;
- b) duration of the licence: for the term of the Contract, the licence being subject to proper payment of the Price and compliance with the licence conditions, i.e. the quantity covered by the licence, and to fulfilment of the Client's obligations under the Conditions;
- c) territory covered by the licence: unlimited.
3.2. Protection of the Provider's copyright
- 3.2.1 The Provider shall place the Application in the form of implementation on its own server or on a server of the hosting centre. The Provider shall not give the Client any copies of the Application. The Client is not entitled to the source codes of the Application.
- 3.2.2 Royalties for the licence granted are included in the agreed price.
- 3.2.3 The Client is not entitled to grant a sublicence, assign rights to the Application or make the Application accessible in a manner different from the one following from its normal use, not even to a party forming a concern with the Client in accordance with Section 79 of Act No. 90/2012 Sb., on business corporations, without the express consent of the Provider.
- 3.2.4 The Client is not entitled to decompile the Application or individual computer programs included in the Application, to process, translate, reproduce or alter the Application or to carry out decompilation or disassembling in a way other than to which it is entitled under Section 66 of the Copyright Act.
- 3.2.5 The service, including all parts thereof such as texts, code, design, user interface, applications, website or information architecture, are the exclusive property of the Provider and may not be used, copied, misused, resold or reproduced without the express written consent of the Provider.
- 3.2.6 In case of an illegal interference with the Provider's copyright, the licence will expire no later than on the date as of which the Client fails, despite a prior written request of the Provider, to refrain from illegal interference with the copyright by the deadline specified in the request or, where no deadline is given, without delay.
- 3.2.7 The Client is not entitled to manipulate the application in any way other than in the way enabled by the user interface of the application.
3.3. Other copyright works
- 3.3.1 These conditions apply also to the copyright works provided to the Client for use or made on the basis of the Contract (user documentation, processing of or adjustments to the Application, development of other software).
4. Term of the Contract, Price and terms of payment
4.1. Duration of Application Use and term of the Contract
- 4.1.1 Duration of Application Use means the period for which the Application is fully available to the Client subject to proper payment of the Price.
- 4.2.1 The Price for use of the Application, including provision of service support, is specified in the latest Pricelist which is available at www.cognitio-scan.com. The Price includes the Provider's royalty for granting the licence.
- 4.2.2 The amount of the Price is based on the number of Application users.
- 4.2.3 Unless expressly agreed otherwise, the prices and fees specified in the Contract, these Conditions and other annexes to the Contract are stated net of VAT which shall be charged separately at the rate laid down by the legislation in force.
4.3. Invoicing and terms of payment
- 4.3.1 The Client shall pay the Price by cashless payment for the previous calendar month.
- 4.3.2 No later than by the 15th day of the calendar month, the Provider shall generate an invoice for the previous month and send the invoice to the Client's E-Mail Address. The invoice shall be due in 14 days from the date of issue of the invoice.
4.4. Common provisions
- 4.4.1 The Client shall pay the Price on a due and timely basis by cashless payment to the Provider's bank account specified in the invoice. The pecuniary obligation of the Client is fulfilled on the date on which the payment credits the Provider's account (i.e. not on the date on which it debits the Client's account).
- 4.4.2 The Client shall keep its invoicing details up to date.
4.5. Client's default
- 4.5.1 The Client acknowledges that the Provider sends invoices for the service in electronic form and with a maturity of 14 days from the date of sending the invoice.
- 4.5.2 Where the Client is in default in payment of the Price or its part, the Provider is entitled to suspend the Client's access to the Application until the outstanding amount is paid, the Client having no right to damages and/or contractual penalties on the basis of such action of the Provider which is not considered a delay of the Provider or an operational incident. This provision shall be without prejudice to the Provider's right to the price for the period concerned and to default interest.
- 4.5.3 Where the Client's access to the Application is suspended, the Provider shall restore the Client's access to the Application and all agreed functionalities of the Application.
5. Liability, confidentiality
5.1. Liability for legal defects
- 5.1.1 The Provider is responsible for ensuring that the Application or individual parts or components of the Application installed in computers (client stations) can be used properly and safely.
- 5.1.2 The Provider is not responsible for the conformity of the required features of generated data and print reports with the legislation in force and effect and it is only up to the Client to make sure that they are complete and correct.
5.2. Liability for damage
- 5.2.1 The Client acknowledges that the Provider is not liable for any special, indirect, incidental or consequential damages, including inter alia lost income or lost profit, damage to privacy or reputation, caused by the use and/or unavailability of the Service.
- 5.2.2 The Service is provided as is. Its provision depends on availability of many third-party services. In case of a failure of the Service caused by non-functioning third-party services, the situation shall be considered Force Majeure. The Provider is not able to assume responsibility for such failures.
5.2.3 The Provider is not liable for damage caused by unavailability of the Application or by operational incidents of the Application if those were caused by the Client, third parties or circumstances which exclude liability. The Provider is not liable for damage caused particularly by
- a) operational incidents caused by changes to the system environment made by the Client or a third party;
- b) entering incorrect data in the Application by the Client or by the Client's incorrect actions when entering information or files in the Application;
- c) a failure to meet the minimum system or other requirements for the operation of the Application;
- d) infecting the Client's local network or computers with computer viruses (spyware, malware etc.), or by hacker attacks or other similar attacks from the outside;
- e) damage caused by incorrect functioning of the Client's technical equipment, operating system or network;
- f) infringement by the Client of the legislation providing for the handling of personal data, method of controlling employees and other legislation related to the use of the Application;
- g) provable leak of access passwords to third parties caused by the Client;
- h) unavailability of data and suspension of access to the Application as a result of the Client's delay in meeting its financial obligations or in other cases agreed in these Conditions;
- i) incorrect use of the Application or handling the Application in conflict with the licence conditions.
6. Personal data
6.1. The Provider processes personal data 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 (hereinafter referred to as “GDPR”). Information on the principles and procedures of personal data processing is contained in Personal Data Protection Rules which are published at the Provider's website.
6.2. In the light of the fact that the Provider provides the Client with a data space for storage of data via the Application, the Client acknowledges that in relation to personal data stored by the Client on the Provider's servers, the Client acts as a controller of personal data and the Provider acts as a processor of personal data. The Client is obliged to handle the personal data described in the foregoing sentence hereof in accordance with the legislation providing for the protection of personal data, particularly in accordance with GDPR.
6.3. Agreement on the Processing of Personal Data
By conclusion of the Contract for the Provision of the Cognitio - Scan System, the Agreement on the Processing of Personal Data is concluded in accordance with Article 28 GDPR with the following content:
Subject of processing: The subject of processing means the personal data which the Client or end users, via the Client, store on the Provider's servers or in the hosting centre in accordance with the rules contained in these Conditions.
Duration of processing: The Provider shall process personal data for the term of the Contract. Upon expiration of 1 year from termination of the Contract, the Provider shall delete (remove) all Client's data which are stored on the Provider's servers (also in hosting centres) or other data media as of the date of termination.
Nature and purpose of processing: The purpose of processing is carrying out the obligations under the Contract, particularly providing a data space for the purposes of storing the Client's data via the Application.
Type of personal data which are being processed: They will usually include the first name, surname, name, date of birth, identification number, residence/registered office, telephone, e-mail, access details for Cognitio - Scan applications, job, sex, professional sector, profession, education, marital status and other information provided by other parties in the provision of services. The Provider does not process personal data concerning judgments in criminal matters and offences. With the exception of those specified above, the Provider does not process any special categories of personal data under Article 9 GDPR.
Categories of data subjects whose personal data are processed: Clients and other natural persons with whom the Client is in a contractual relationship.
Obligations of the Provider as a processor of personal data: The Provider undertakes to:
- a) process personal data only on the basis of documented instructions of the Client;
- b) ensure that authorized employees of the Provider who come into contact with personal data are bound to confidentiality;
- c) implement appropriate technical and organisational security measures to ensure a level of security appropriate to the risk concerned. In assessing the appropriate level of security the Provider shall take account in particular of the risks that are presented by processing, in particular form accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data transmitted, stored or otherwise processed. Technical security of data is described in Personal Data Protection Rules;
- d) take account of the nature of the processing and assist the Client by appropriate technical and organisational measures for the fulfilment of the Client's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III GDPR (Rights of the data subjects);
- e) assist the Client in ensuring compliance with the obligations pursuant to Article 32 to 36 GDPR (Security of personal data) taking into account the nature of processing and the information available to the Provider;
- f) notify the Client of personal data breaches without undue delay;
- g) make available to the Client all information necessary to demonstrate compliance with the above-mentioned obligations and allow the Client to check compliance with the obligations. In case of a check, the Provider shall cooperate with the Client.
Other processors: The Client gives its consent to the Provider to engage other processors in the processing of personal data stored by the Client on the Provider's servers or in the hosting centre. The Provider shall inform the Client of any intended changes concerning the engagement of any other processors or their replacement and it shall give the Client an opportunity to object to the changes. A list of processors is contained in Personal Data Protection Rules at www.cognitio-scan.com.
7. Termination of the Contract
7.1. Methods of terminating the Contract
7.1.1 The Contract is cancelled or terminated:
- a) by a notice of termination with a period of notice of up to 1 month; the period of notice shall start on the date of receipt of the notice. The notice shall be sent in writing by a letter or e-mail from the address specified in the Contact persons section to the Provider's address;
- b) by withdrawal from the Contract.
7.2. Withdrawal from the Contract
7.2.1 Each Party may withdraw from the Contract due to a serious breach of obligations by the other Party, particularly due to:
- a) the default of the Client in payment of the Price or its part for more than 14 days;
- b) the Client's failure to provide the required cooperation provided that this failure makes the fulfilment of Provider's obligations under the Contract impossible or endangers the safety of the operation of the Application and provided that the Provider informed the Client in writing and granted the Client a reasonable period for remedy;
- c) the Provider reserves the right to immediately suspend the provision/use of the Service or to withdraw from the Contract without notice, particularly in but not limited to cases of suspected overload of any part of the Service, security breach, infringement of the running of applications, attempts at reverse engineering, obtaining third part data or any threat to the Service;
- d) violation of any part of the Conditions by the Client;
- e) any of the Client's accounts remaining inactive for 6 months;
- f) the Provider reserves the right to suspend the operation of any user account or to withdraw from the Contract 30 days after sending a notice to the e-mail address specified in the My Account Section.
- 7.2.2 The notice of withdrawal shall be sent to the other Party by e-mail from or to the address specified in the My Account Section and it shall take effect on the date of sending or on a later date stated in the written notice of withdrawal.
7.3. Settlement of the Contract
- 7.3.1 Where the Contract terminates by withdrawal, the Client will not become entitled to repayment of any amounts paid for the Provider's performance duly provided under the Contract.
- 7.3.2 In the light of the fact that the Client has access to all data stored in the Application which are in commonly used formats, the Provider is not obliged to cooperate in the migration of those data to a new information system of the Client or to cooperate with the Client in relation to the switching to a new system.
- 7.3.3 The Parties agree that upon expiration of the Additional Period of 30 days, the Provider will delete (remove) all data of the Client which are stored on the Provider's servers (also in hosting centres) or other data media as of the date of termination. The Client acknowledges this fact and notes that it will be impossible to recover the removed data.
- 7.3.4 Where the Client wishes to retrieve the data stored in the Application, it has to place an order for data migration with the Provider no later than within 15 days from the date of termination of the Contract. The Provider charges a fee for this service.
8. Final provisions
- 8.1. The contractual relationship established by the Contract shall be governed by Czech law, particularly by Act No. 89/2012 Sb., the Civil Code, and Act No. 121/2000 Sb., the Copyright Act. All disputes, discrepancies or claims arising from or in connection with these Conditions shall be subject to the jurisdiction of the courts of the Czech Republic.
- 8.2. The Contract is concluded electronically. The Conditions are available at the website www.cognitio-scan.com. Concluded Contracts are archived by the Provider in electronic form and they are not accessible.
- 8.3. The Provider is entitled to unilaterally amend the Conditions, including the Pricelist, to a reasonable extent. The Provider shall notify any amendment to the Conditions by e-mail to the Client's e-mail address at least 15 days before the date on which the new version of the Conditions takes effect. The Client is entitled to reject any amendment to the Conditions by sending a notice of termination in the form of a letter or e-mail sent to the Provider's address; the agreed period of notice shall be equal to the number of days remaining until the expiration of the Duration of Application Use. Where the Client does not reject the properly notified amendments to the Conditions, the relationship established by the Contract shall be governed by the new version of the Conditions as notified to the Client.