GENERAL TERMS AND CONDITIONS
Last updated: November 1, 2023 

In case of any ambiguities, the Czech version of the Terms and Conditions shall prevail.
C26 s.r.o.., Company ID: 005 25 952 (hereinafter referred to as "the Supplier")

The content of any contract concluded between the Supplier and another party (hereinafter referred to as "the Customer") in the course of the Supplier's business activities is determined by the content of the contract and these Terms and Conditions (TC). Any differing written agreement in the contract takes precedence over the wording of these TC.

These TC form part of the contract between the Supplier and the Customer, unless the content of the legal actions of the parties at the time of conclusion of the contract indicates that the parties have excluded the use of these TC for their legal relationship.

If the subject of the contract is the Supplier's obligation to provide repeated performance of the same type, the Supplier may change these TC to a reasonable extent; such changes will be notified to the Customer by referencing the new TC in any legal action between the parties or by publishing the amended TC on the Supplier's website. If the TC are changed, the Supplier has the right to refuse the changes and terminate the obligation under § 1752 of the Civil Code.

If the obligation of the Supplier is to deliver bespoke software (computer program designed for the exclusive needs of the Customer), it is agreed that:

The Supplier is not liable for inaccuracies, logistical discrepancies with the Supplier's needs, and incompleteness of input data (documentation) provided by the Customer.
If during the development, modification, or testing of the software there is a change of specifications by the Customer, all work required to implement such requests is considered additional to the original specifications and will be priced according to the hourly rates, may affect the deadlines set by the contract, and increase the final price of the software.
The Customer commits to cooperating effectively with the Supplier throughout the development and testing process of the software – particularly by providing clarifying information and test results correctly, accurately, and without delay. Delays or the provision of inaccurate or incomplete information by the Customer may lead to shifts in timelines and changes in the price set in the contract. If such delays cumulatively amount to more than half the time designated in the contract for development, the Supplier is entitled to withdraw from the contract and demand payment of the contractual price including additional work and other incurred costs.
The subject of the Supplier's obligation is software that has been fully tested by the Customer under operational conditions and adjusted according to the test results and the Customer's requirements.
By accepting the production version of the software or paying the price according to the invoice issued by the Supplier, the Customer confirms that the software has been tested as per the above, the performance from the Supplier is without defects and meets the contract specifications; unless otherwise agreed in the contract, the agreed price is the amount stated on the tax document of the Supplier.
The Supplier is not liable for the malfunction or defects of the software if they originate from incorrect or incomplete specifications provided by the Customer; it is agreed that a software defect is caused by faulty or incomplete specifications from the Customer, unauthorized intervention by the Customer or another person, or a fault or incompatibility in the system or operating environment of the Supplier, unless the Customer proves otherwise.

It is agreed differently from the provisions of § 2942 of the Civil Code that the Supplier is relieved from liability for damage unless the Customer proves that the damage was caused by the Supplier; if the Supplier is not relieved from the liability for damages, it is agreed that the liability of the Supplier for compensating material damage is limited to the amount of the payment made by the Customer for the software license (if the damage occurred during the warranty period), or double the maintenance fee paid by the Customer (if it includes error removal) for the period in which the damage occurred.

The Customer has full professional knowledge and skills to assess all aspects of the software and its testing. If the Customer lacks full professional knowledge and skills to assess all aspects of the software or its testing, they may secure the cooperation of a third party to the necessary extent before taking over and paying for the software. The Supplier must be informed about the extent of the third party's involvement in such cases. It is the Customer's responsibility to bind the third party, especially to confidentiality and secrecy to the necessary extent. The Customer is fully responsible for any damages (especially the risk of leakage of source codes, know-how, etc.) incurred by the Supplier in any connection with the involvement of a third party as per this clause.

If the Supplier's obligation includes the delivery of bespoke software and its service, it is also agreed that:

Unless otherwise agreed between the Supplier and the Customer in the contract, the Supplier provides software service upon the Customer's order.
The service includes modification of the software to adapt to the Customer's modified needs or to adapt the software to changes in the operating environment.
It is agreed that the price for the service is charged at the hourly rate listed in the Supplier's price list, published on its website: www.c26.cz/prices according to the price list valid on the day the service activities are performed.
If the parties agree on a flat fee for the performance of the service and the service activities exceed the time frame of the flat rate, the price of the service activities exceeding the service flat rate is governed by the provision of clause 5.3.
Common provisions for clauses 4 and 5:

The Customer is not authorized to distribute the software, allow its use by unauthorized persons, interfere with or modify it, even after the end of the contractual relationship with the Supplier.
The Customer undertakes to use the software in proven ways, in accordance with its purpose, and in accordance with the law.
The Customer undertakes to prevent the software from being used by other persons. It is agreed that if the Supplier finds that a third party is using the software, it is considered that this occurred as a result of the Customer's breach of obligations from these agreements. It is also agreed that the Customer will pay the Supplier a contractual penalty in the amount of five times the price of the software for each case of breach of the Customer's obligations from the provision of this clause 6.
The moment the Customer pays all its obligations to the Supplier, the Supplier provides the Customer with a non-exclusive license to use the relevant software, or parts of the software for which it is the author / holder of copyright, in accordance with the purpose for which the software was delivered. Unless otherwise stated in the contract, the non-exclusive license granted is unlimited in time.
If the Supplier's obligation includes the creation of websites or an e-shop, it is agreed that:

By delivery, the Supplier grants the Customer a non-exclusive license to use all software necessary for the operation of the websites or e-shop subject to the Supplier's copyrights;
The granted non-exclusive license is always valid for the purposes for which it was provided (usually therefore for the operation of the website/e-shop on a specific domain).
Provisions of clauses 4, 5, and 6 of these TC apply accordingly.
If the subject of the Supplier's obligation is hosting (use of software on a server operated by the Supplier, web hosting, mail hosting), it is agreed that:

The Supplier commits to ensuring the operation of the server to the extent of 99.5% of the time over 12 consecutive months. The Customer is entitled to compensation for damages only if the server operation was interrupted due to circumstances on the part of the Supplier.
The Supplier continuously ensures server updates, primarily with regard to security. The Supplier cannot guarantee the functionality of the Customer's SW and systems in communication with the server and its systems if such SW or system of the Customer does not support current standards (e.g., protocols, security standards, encrypted communication, etc.).
The Supplier ensures the security of the server using standard options (firewall, public blacklists, anti-spam filter, etc.) so as to reasonably minimize negative phenomena (DDOS attacks, SPAM, etc.) while also minimizing negative accompanying phenomena (false positive) so that false positives over a long-term measure (12 months) do not represent more than 1% of the total traffic.
The parties agree that the Supplier is relieved from the obligation to compensate for damages unless the Customer proves that the damage was caused by the Supplier; if the Supplier is not relieved from the obligation to compensate for damages, it is agreed that the obligation of the Supplier to compensate for material damage is limited to the amount of the payment made by the Customer for hosting for the period in which the damage occurred.
If the Customer in any way uses the means, systems, or infrastructure of the Supplier for handling any data protected by contract or law (for example, trade secrets, contracts, personal data, etc.), the Customer bears full responsibility for handling them. In the event that the Supplier according to the law, contract, or any other title had to bear responsibility (or part of the responsibility) for this data and handling them, it is the duty of the Customer to inform the Supplier in writing in time and to conclude a written contract with the Supplier, which clearly sets out the obligations of the parties.

If the subject of the contract is the rental of software (provision of a license), it is agreed that:

Unless the contract states otherwise, the license is provided only to the Customer. After the end of the agreed rental period, the Customer is not authorized to use the software and the Supplier may at its discretion remove all user accounts and data of the Customer at any time.
Provisions of clauses 4, 5, 6, and 8 of these TC apply accordingly.
The K-actus Online system may, in the interest of smooth use of the system, allow self-service settings of a higher number of users from the user interface than according to the contract - in the case of the Customer using this option, the invoiced/contractual maximum number of users is automatically adjusted according to the actual number of users in the K-actus system at the time of detection.
Unless agreed otherwise, the duration of the contract for the provision of a license/rental of software is determined by the period for which it is invoiced (usually 1 month or 12 months). Unless agreed otherwise, the contract is automatically extended for another period. Unless agreed otherwise, either party may terminate this automatic extension at any time for any reason, always however before an invoice for the next period is issued.
Processing of personal data by the Supplier in the position of processor:

It is the Customer's duty to notify the Supplier if the Customer's activity (for example, using systems located on the Supplier's servers for storing personal data) puts the Supplier in the position of a processor of personal data. Without this notification, the Supplier assumes that no processing of personal data by the Customer in the systems or infrastructure of the Supplier takes place.

When providing the service, personal data may be processed by the Supplier as a processor, in which case the categorization of the processed personal data depends on the type of service provided by the Supplier to the Customer. These terms and conditions regulate the obligations of the Supplier, in the position of processor, and the Customer, in the position of controller, arising from the processing of personal data in accordance with Article 28 GDPR.

The Supplier as a processor processes only the personal data of data subjects with which the Customer in the position of controller handles during the use of the service.

The processing of personal data will be carried out by the Supplier especially in the form of viewing, collecting, using, backing up, storing, and deleting, always according to the type of service provided and for the purpose of providing the service and throughout the duration of its provision.

The Supplier is authorized to involve other processors in the processing, but always informs the Customer about all intended changes concerning the acceptance of other processors or their replacement, and provides the Customer with the opportunity to object to these changes, if the user does not express objections without undue delay, it is considered that they agree with the change.

Processing will always be carried out only based on documented instructions given to the Supplier by the Customer, which arise from the nature of the service provided or are contained in these conditions and contractual arrangements.

When providing the service, there will be no processing of special categories of personal data. The Customer is obliged to ensure that no personal data of special categories are transferred to the Supplier for processing.

The Supplier as a processor commits to the processing of personal data:

process personal data only for the purposes and methods arising from the conditions and contractual arrangements,
ensure that persons authorized to process personal data have committed to confidentiality,
adopt all appropriate technical and organizational measures that are necessary to secure the processing of personal data and correspond to the nature of the processing and the associated risk,
after the end of the provision of the service, delete all processed personal data or return them to the Customer, delete any existing copies thereof,
be helpful to the Customer through appropriate technical and organizational measures, if possible, to fulfill the controller's obligation to respond to requests for the exercise of the rights of the data subject,
be helpful to the Customer in ensuring compliance with the obligation to secure processing, in notifying the Office for Personal Data Protection of cases of personal data security breaches, in notifying the data subject of cases of personal data security breaches, in assessing the impact on personal data protection and in prior consultation with the Office for Personal Data Protection,
promptly inform the Customer in case that according to his opinion a certain instruction violates the provisions of the GDPR or other regulations of the European Union or member state concerning data protection,
be helpful to the Customer in ensuring compliance with the obligations according to Articles 32 to 36 of the GDPR, all this taking into account the nature of the processing and the information that the Supplier has available,
provide the Customer, based on his written instruction, with all necessary information needed to demonstrate that the obligations of the provider arising from Article 28 GDPR have been met, and allow audits, including inspections, conducted by the controller or another auditor appointed by the controller, and contribute to these audits with his activity,
provide the Customer, upon his written request, with all information needed to demonstrate that the obligations set by these conditions and Article 28 GDPR have been met,
immediately after detecting it, notify the Customer in case of a security breach of the processed personal data, with the notification including a description of the nature of the case of the personal data security breach, a description of the likely consequences of the security breach, and a description of the measures that the Supplier has taken or proposes to take, and measures that he recommends the Customer to take, always with the goal of resolving the given security breach and mitigating the possible adverse effects.
The Customer hereby expressly commits to the provider to comply with all obligations that apply to him if he gets into the position of a controller of personal data under the GDPR, arising from these conditions, contractual arrangements, provisions of the GDPR, applicable laws and other generally binding legal regulations. The Customer's commitment according to the previous sentence includes, among other things, his obligation to pass on to the Supplier through the service only such further personal data to which he has a valid legal title in the sense of Article 6 GDPR, while complying with all principles regulated in Article 5 GDPR and related legal obligations. For this purpose, the Customer commits to ensure, among other things, that for the processing of personal data in the form of their storage, he will have a valid legal title that meets the requirements of the GDPR and other legal regulations for the entire duration of the processing.

Regardless of the legal title on the basis of which the processing of personal data takes place, the Customer undertakes to fulfill, in case he acts as the controller in relation to certain personal data, his information obligation to the affected data subjects arising from Article 13 and following. GDPR including informing about automated processing of personal data in the form of profiling.

In case of violation of any obligation set by this article of the conditions, the Customer undertakes to compensate the Supplier for any (material and non-material) damage that occurs to him as a result of the said violation or in connection with it.

The contractual parties undertake to ensure the fulfillment of the obligations arising from the GDPR and this article of the conditions, no later than the date of effectiveness of the GDPR. However, obligations that are required by valid and effective legal regulation even before the date of effectiveness of the GDPR, the contractual parties are obliged to comply with them from the date of effectiveness of these conditions

It is agreed that for the contractual relationship of the Supplier and the Customer, it applies that:

If the Supplier provides performance that the Customer pays based on tax documents issued progressively by the Supplier, and if the Customer is more than 15 days late with the payment, the Supplier may terminate the contractual relationship with the Customer by immediate termination.

If the Customer violates other obligations from the contract with the Supplier or in the use of the performance delivered by the Supplier his obligations given by legal regulations, and does not remedy such violation even despite the Supplier's call, the Supplier may terminate the contractual relationship with the Customer by immediate termination.

If the Customer is in delay with the payment of the performance provided by the Supplier, he undertakes to pay the Supplier a contractual penalty of 0.5% of the outstanding amount for each day of delay.

Unless otherwise provided in the contract, an advance payment of 50% is required before the commencement of work and the final invoice will be issued after the completion of work performed under the contract.

If a written contract is not concluded, the content of the contract is determined by the text of the offer accepted by the client (payment of the advance is considered primarily as acceptance of the offer) and these TC.

The court with local jurisdiction to resolve disputes between the Supplier and the Customer, who is an entrepreneur, is the District Court in Jablonec nad Nisou.