General Terms and Conditions of LEGAL BROTHERS s. r. o.
- 1.1 The subject of these General Terms and Conditions (hereinafter referred to as "GTC") is the regulation of rights and obligations between the provider - LEGAL BROTHERS s. r. o, with registered office at Cesta poľnohospodárov 739/4, 971 01 Prievidza, ID No.: 54 791 961, registered in the Commercial Register of the District Court of Trenčín, Section: Sro, Entry No.: 54 791 961, registered in the Commercial Register of the District Court of Trenčín, Section: Sro, Entry No. 43991/R, registered in accordance with the legislation of the Slovak Republic (hereinafter referred to as the "Provider") and a natural person-entrepreneur or legal entity (hereinafter referred to as the "Customer") in the framework of the provision of services through the web interface, available at www.cookienovo.com (hereinafter referred to as the "Interface") under the terms of these GTC.
- 1.2 These GTC are directly applicable and form an integral part of any contract or legal relationship between the Provider and the Customer ("Contract"). By completing the form in the Provider's interface and concluding the contract, the subject of which is the provision of services, or by using the services themselves, the Customer agrees to the application of these GTC to the legal relationship with the Provider and the Customer declares that he/she has familiarised himself/herself with the contents of these GTC before concluding the contract.
- 1.3 The Provider is entitled to unilaterally make any changes to these GTC. If the customer does not agree with the change of the GTC, he/she is entitled to withdraw from the contract no later than within 3 days from the date of publication of the changes of the GTC on the provider's web address, otherwise this right expires and the customer is bound by the new version of the GTC.
- 1.4 Application of the terms and conditions or other arrangements by the customer is excluded.
- 2.1 Through the interface, the Provider provides the Customer with services consisting of a software solution designed in particular for the automated categorisation of personal data and information about the protection and processing of personal data of the Customer's end users (hereinafter referred to as the "End User") via a pop-up window, cookie wall/cookies bar (hereinafter referred to as the "Service").
- 2.2 The provision of the Services is subject to the Customer's obligation to create a Customer Account with the proper and correct completion of all required Customer details as set out below, to properly pay the price for the Services and not to breach any obligation under these Terms and Conditions.
- 2.3 The contract between the Provider and the Customer is created and the Customer Account is established by the Customer duly completing the form for ordering services in the Provider's interface (hereinafter referred to as the "Order") and confirming the receipt of the Order by the Provider to the Customer's email address specified in the Order.
- 2.4 An order shall be deemed to be duly completed if it contains at least the following information:
- 2.4.1 customer's business name;
- 2.4.2 address of the customer's registered office/place of business;
- 2.4.3 The Customer's registration number, VAT number and VAT number, if validly assigned;
- 2.4.4 the email address and telephone contact of the person authorised to act on behalf of the Customer;
- 2.5 A duly completed order shall be deemed to be a proposal for the conclusion of a service contract with the Provider.
- 2.6 The Provider is not obliged to confirm the order and is entitled to refuse the order, even without giving a reason.
- 2.7 Quotations, declarations and other terms and conditions made by the Provider prior to order confirmation are non-binding and the Provider is not obliged to enter into a contract with the Customer under such terms and conditions.
- 2.9 The Customer has the right to use the Services exclusively within the Provider's interface. The Customer is not entitled to modify, intervene, change or create derivative works and software or other solutions based on the services and software provided. The Customer is not entitled to provide, make available or enable the use of the services and/or software by third parties. Nothing in these GTC shall be construed to give the Customer the right to obtain the source code of the software included in the Services and to redistribute, modify or tamper with such source code.
- 2.11. Pending proper payment of the price for the Services and/or in the event of the existence of an outstanding obligation of the Customer to the Provider and/or in the event of a breach of any of the Customer's obligations under these GTC, the Provider shall not be obliged to provide the Services, shall be entitled to suspend the provision of the Services or terminate the Customer's Account until the breached obligation has been duly remedied by the Customer, and the Provider shall not be in default in the fulfilment of the relevant obligations at the same time.
- 2.12.The Customer undertakes to comply with all relevant applicable and effective national and international legislation and European Union legislation in the use of the Services and in relation to the exercise of rights and performance of obligations towards the Provider.
- 2.13. The Customer is obliged to immediately inform the Provider of any breach of obligations under these GTC, defect of the Software, Services, breach of the integrity of the source code of the Software, leakage of confidential information and other facts that may pose a risk of damage to the Provider or the impossibility of exercising its rights or fulfilling its obligations.
- 2.14. The Customer declares that it will not upload, post, publish, share or otherwise distribute any content that:
- 2.14.1 is unlawful, threatening, abusive, defamatory, harassing, humiliating, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of inappropriate or objectionable language;
- 2.14.2 infringes any trademark, patent, trade secret, copyright or other proprietary right of any party;
- 2.14.3 Contains any type of unauthorised or unsolicited advertising; or
- 2.14.4 Issued on behalf of any person or entity, including employees or agents of the provider.
- 2.15. The Provider shall have the right to remove, at its sole discretion, any Content that in its judgment does not comply with the terms of these GTC. The Customer acknowledges and agrees to the removal of the aforementioned content by the Provider without further claim.
3. PRICE FOR SERVICES
- 3.1 All prices for services and any other costs are quoted in EUR, excluding VAT. The price of the Services may not include all fees, taxes and charges.
- 3.2 The Provider provides the Services at the prices (subscription fee) published in the Provider's valid price list on the website www.coockienovo.com/pricing (hereinafter referred to as the "Price List"), in the Order or in any other valid price offer sent to the Customer. Prices for the Services are generally payable by way of a subscription for one month, and in the event of cancellation of membership, the contractual relationship shall terminate at the earliest on the date of expiry of the period for which the Services have been duly paid for by the Customer, unless otherwise provided. In the event that the price for the services is offered as a result of a technical error or other manifest defect, the price for the services so proposed shall be null and void and the provider shall be entitled to charge the price for the services in accordance with the price list in force, otherwise the price customary at the time, having regard to previous price developments.
- 3.3 The price for the services includes the provision of those services that are listed under the individual price items in the price list.
- 3.4 The amount of the price for services, agreed by acceptance of the order or otherwise agreed, shall be binding only provided that the Provider procures the services and energy necessary for the provision of services to the Customer in accordance with these GTC at a price corresponding to its calculation at the time of delivery of the service.
- 3.5 The Provider shall have the right to unilaterally change the price for services in the amount representing the change in input costs, in particular in the scope of their material components, wage components and components of indirect costs (e.g. energy prices, rent, depreciation, increase in taxes, duties and insurance prices) (hereinafter referred to as "input costs"). The relevant time for assessing price changes in input costs is the time of confirmation of the order for services and the time of delivery of the services to the customer.
- 3.6 The Provider is obliged to exercise the rights from the price clause under this Article with the Customer within one year at the latest from the date of the increase in input costs. The Provider shall be entitled to increase the price for the services pursuant to the aforementioned price clause even without the Customer's consent.
- 3.7 The Provider shall be entitled to increase the prices for the services even without stating a reason and shall notify the Customer of such change. If the customer does not agree with the increase in the price for services, he/she is entitled to withdraw from the contract with the provider within 3 days of notification of the new price, otherwise this right shall expire.
4. PAYMENT TERMS
- 4.1 The Customer shall duly pay the full price for the Services and any associated charges before using the Services, by the chosen non-cash payment method. The Customer hereby authorizes the Provider to take all actions related to the proper receipt or reimbursement of the price for the Services and/or any fees, including authorizing the Provider to set up payments for the Services, automatic payments from debit or credit cards for the Services, including making payments consisting of authorized unilateral credits pursuant to these GTC.
- 4.2 The Provider shall send an invoice to the Customer's e-mail address based on the received order and payment for the price of the Services. The Customer agrees to the electronic sending of invoices. The Provider shall deliver subsequent invoices to the Customer immediately after payment of the relevant price for the Services.
- 4.3 In the event of the Customer's failure to pay any outstanding amount owed by the Provider, the Provider shall be entitled to a contractual penalty against the Customer in the amount of 0.5% of the amount owed for each day of delay and the right to shorten the due date of future invoices for the Services.
5. INTELLECTUAL PROPERTY RIGHTS
- 5.1 All intellectual property and proprietary rights in the Services shall be vested in the Provider, the Licensor, as applicable, and the Subcontractor. No intellectual property right or title to any item, property rights or other assets shall be transferred to the Customer under this Agreement.
- 5.2 The Customer is responsible for the accuracy and legality of the data provided by him to the Provider.
- 5.3 The Customer shall not remove from the Services any advertising elements, logos, trademarks, brands, copyright notices or other elements that were not intended to be modified in accordance with these GTC.
- 5.4 The Customer grants a non-exclusive, non-transferable, royalty-free licence to use the Customer's data, the Customer's intellectual property rights and any third-party owned item used by the Customer from the Effective Date for the duration of the Provider Agreement for the purpose specified by the Provider, but in particular for the purpose of marketing, listing the Customer as a reference and for the purpose of improving the Services. The Provider shall not be entitled to use the Customer's intellectual property pursuant to this clause for commercial activities and unfair competition. The customer may revoke the licence under this clause in writing without giving any reason.
- 5.5 The Customer grants the Provider an unrestricted right to use statistical data and nothing in these GTC shall be construed as prohibiting the Provider from using statistical data for business, marketing and/or operational purposes. The Customer may revoke the right under this clause in writing without giving any reason.
- 5.6 The Provider may take and maintain technical measures to protect the Services from improper or unauthorised use, distribution or copying.
- 5.7 The Provider reserves the right to terminate any license at any time at its sole discretion and/or to withdraw from the contract with the Customer without any liability whatsoever, except for the refund of an aliquot part of the fees already paid relating to the post-termination period, without assigning any reason whatsoever.
- 6.1 The Customer is responsible for the content and setup of the Software and the use of the services provided by the Provider. The Provider shall not be responsible for any interference with the Software, its settings or compliance with any legislative requirements in relation to the Services, the Software and its settings.
- 6.2 The Customer is not entitled to use the software and services on the Site with content that violates generally binding regulations, in particular European Union and national laws, and not to use the software or otherwise use it in violation of generally binding regulations. For violation of any of these obligations, the provider is entitled to demand a contractual penalty from the customer in the amount of € 5,000 EUR for each individual violation of the obligation.
- 6.3 The Customer acknowledges and agrees that there may be interruptions in the provision of services by the Provider, in particular due to force majeure, technical impediments and other objective facts, for which reasons the Provider shall not be liable for damages incurred by the Customer and the Customer shall not be entitled to a refund of any part of the price paid for the services.
- 6.4 The Customer shall be solely liable for any direct and indirect damages and economic losses in connection with the performance of its business activities and in connection with the provision of services by the Provider.
- 6.5 Before creating an order under these GTC, the Customer shall check the compatibility of the software and the services provided with the website or interface within which the Customer intends to use the services. In the event of failure to comply with this obligation, the Customer shall not be entitled to withdraw from the contract and shall bear the damage caused thereby.
- 6.6 The Customer shall reimburse the Provider for any third party claims and penalties imposed on the Provider in connection with a breach of the Customer's obligations under these GTC.
7. FINAL PROVISIONS
- 7.1 The contractual relationship between the Provider and the Customer is governed by Slovak law. The court in the Slovak Republic is competent to hear the dispute.
- 7.2 The Customer is entitled to unilaterally terminate the contractual relationship with the Provider only for the reasons set out in these GTC.
- 7.3 The Customer is not entitled to unilaterally set off its claims against the Provider's claims. The Provider is also entitled to unilaterally set off outstanding receivables against the Customer's receivables.
- 7.4 The Provider is entitled to assign the rights and obligations under the Contract to a third party without the Customer's consent.
- 7.5 The agreements of the Parties are without prejudice to the Provider's right to compensation for damages and, in the case of an obligation secured by a contractual penalty, to an amount in excess thereof.
- 7.6 The Parties agree that in the event of a breach of an obligation by the Provider under these GTC, the Customer shall be entitled to compensation for damages in the maximum amount corresponding to twice the price for services duly paid by the Customer for the period in which the Customer is entitled to compensation for damages.
- 7.7 The Customer's monetary performance shall first be set off against the contractual penalty, compensation for damages, interest for late payment or any other accessory to the Provider's claim and then against the payment of the principal due first.
- 7.8 The Provider shall not be in default in the performance of its obligations under the Contract and shall not be liable for damages if the non-performance of the obligation was the result of an objective fact that the Provider was unable to foresee or avert, in particular due to force majeure, the decision of competent authorities and courts, the delay of contractors, the inability to ensure the continuous provision of services, manpower and other things or services necessary to fulfill the Provider's obligations under these GTC and the Contract.
- 7.9 These GTC come into force and effect on 01.12.2022.