General Terms and Conditions of Use of the Conviu System
operated by Conviu s.r.o.
valid from 1 January 2020
1. Introductory provisions
1.1.1 The Provider is Conviu s.r.o. with its registered office at Havlíčkova 1053, Chrudim II, 537 01 Chrudim, ID No. 08419230, incorporated in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 318741
1.1.2 Provider’s contact details:
a) mailing address: Ivana Broklová, Čavisovská 696, 53701 Chrudim
b) e-mail address: firstname.lastname@example.org
1.1.3 The Provider is a legal entity which, inter alia, operates the “Conviu” service, generally defined below in Art. 1.2 of these Terms.
1.2. Conviu service
1.2.1 Conviu provides a comprehensive solution for the complete editing of xml files - product, supplier. For the price comparison website Heureka.cz, Heureka.sk and Zboží.cz, it uses an automatic bidding tool, which is a software service that enables automatic checking of product positions, calculation of the most suitable max CPC for topping products and transmitting of information about product prices at competing e-shops. It also offers alerts and reports according to your requirements and defined conditions.
2. Definition of terms
2.1.1 Service - the Conviu Service specified in Art. 1.2.1 of the Terms;
2.1.2 Website - website available at https://www.conviu.de/
2.1.3 Customer’s e-mail address - the e-mail address entered by the Customer during registration on the Provider’s Website and listed in the My Account Section;
2.1.4 Provider - Conviu s.r.o., specified including contact details in Art. 1.1 of the Terms;
2.1.5 Customer - a natural person or legal entity that has concluded a Contract, electronically or in writing, with the Provider for use of the Conviu service;
2.1.6 Order - a proposal for conclusion of the Contract, made in electronic form by the Customer;
2.1.7 Registration - registration for the Service, made in electronic form by the Customer on the Provider’s Website;
2.1.8 Package - a list of specific sub-services provided by the Provider within the Service to the Customer;
2.1.9 Terms - the General Terms and Conditions for Use of the Conviu System;
2.1.10 My Account Section - the administration interface made available to a Customer that has performed Registration, through which the Customer can, in particular, log in to the Application, configure settings, save changes to contact or billing data or withdraw from the Contract;
2.1.11 Authorized Person - the person who performed Registration and is authorized to act on behalf of the Customer;
2.1.12 Contract - the Contract for the use of the Conviu system concluded in electronic or written form between the Provider and the Customer;
2.1.13 Contracting Parties - the collective term for the Provider and the Customer who have concluded the Contract.
2.2. Customer Registration and access to the My Account Section
2.2.1 Use of the Service is conditional upon the conclusion of the Contract and Registration of the Customer. When filling in the Registration form, the Customer is obliged to enter the mandatory data, without which Registration cannot be completed.
2.2.2 The Customer enters their e-mail and password.
2.2.3 After completing and submitting the Registration, the Customer will have access to the My Account Section.
2.2.4 The Customer is obliged to inform the Provider of any change in data immediately after such change occurs. The Customer is not authorized to remove their contact details entered during registration or to provide false or misleading details. If the Customer fails to comply with this obligation, access to the My Account Section may be blocked (made inaccessible). The Provider’s claim to compensation of damages under applicable Czech law remains unaffected.
2.2.5 The Customer has access to their data and can change or supplement them.
2.2.6 In order to ensure the highest level of legal certainty for Customers and third parties, newly registered Customers are verified and contacted on the basis of their Registration and proposal for the conclusion of a Contract on the basis of the data they have provided. Similarly, the contact details of existing Customers are verified to ensure they are up-to-date.
2.2.7 The Customer acknowledges that to ensure the security of the service provision, the Provider will require communication from the contact details provided during Registration or changes in Registration - i.e. the provision of valid contact details - for any request or communication from the Customer. The Provider shall not deal with unauthorized persons (i.e. persons not indicated by the Customer at the time of Registration or later) or respond to their inquiries, requests for information and shall not be in default due to its refusal to communicate with an unauthorized person; nor shall the Provider be liable for damages incurred by the Customer in this connection.
2.2.8 Via the My Account Section, the Customer will receive:
a) an implementation module for implementation of the Service, including instructions - implementation procedure;
b) Package settings;
c) technical support interface (Helpdesk support).
3. Concluding the Contract, activation and operation of the Service
3.1. Order, Contract for provision of the Conviu system and General Terms and Conditions
3.1.1 The Contract for provision of the Conivu system is concluded between the Customer and the Provider electronically or in writing. The Customer completes the Order by selecting a Package in the My Account Section, which results in the sending of a proposal to conclude the Contract.
3.1.2 A condition for sending the Order is the approval of these Terms, which are an integral part of the Contract concluded between the Provider and the Customer and regulate the mutual rights and obligations of the Contracting Parties under the Contract.
3.1.3 The Provider sends a confirmation of receipt of the Order or other information related to the activation of the Service to the Customer’s e-mail address. The sent confirmation of receipt of the Order does not constitute acceptance of the proposal to conclude the Contract.
3.1.4 The Contract is concluded only at the moment when the Provider activates the Service for the Customer and informs the Customer about this via confirmation of activation of the Service delivered to the Customer’s e-mail address.
Information about sub-services in the Package is available in the My Account Section.
3.1.5 The Provider reserves the right to:
a) contact the Customer by telephone before activating the Service to verify the information provided in the registration form, and/or
b) refuse to conclude the Contract, even without giving reasons.
3.1.6 If the Provider refuses to conclude the Contract, the Customer loses the right to access the Service.
3.1.7 The Customer has a period of 30 days from Registration to set up all necessary connections to Conviu and its e-shop so that the Service can be activated. If this deadline is exceeded, the Provider may refuse to conclude the Contract and the Customer loses the right to access the Service.
3.1.8 Unless the Contract expressly contains a deviating provision or the validity of certain provisions of these Terms is precluded or otherwise modified by the Contract or other express agreement between the Provider and the Customer, these Terms shall apply to the mutual relations of the Contracting Parties.
3.2. Subject of the Contract
3.2.1 The Provider undertakes under the conditions set forth in the Contract and these Terms:
a) to activate and perform the Service for the Customer and further provide the operation of the Service and the automated tools as defined by the selected Package and the selected additional services,
b) during the term of the Contract, to perform the localization of any operational incidents of the automated tools and their troubleshooting and resolution.
3.2.2 The Provider does not provide and the subject of the Contract does not include activities and services not expressly mentioned in the Contract or the Terms.
3.2.3 The Customer undertakes to pay the Provider the financial remuneration and to provide the agreed cooperation under the conditions specified in Art. 5 of the Terms.
3.3. Activation of the Service
3.3.1 If the Provider accepts the proposal to conclude the Contract sent electronically by the Customer (which will result in the conclusion of the Contract), the Provider will send the Customer an e-mail notice on conclusion of the Contract, including any instructions for further action by the Customer.
3.4. Implementation and conditions of operation of the Service
3.4.1 The Provider is obliged to perform the Service for the Customer and to make all the necessary settings for the proper running of the automated tools, in particular to set up the generating of correct data files on the Provider’s server.
3.4.2 The Customer is obliged to perform implementation and all the necessary settings for the proper functioning of the automated tools that are part of the Service according to the Provider’s instructions.
3.4.3 If the Customer is unable to perform implementation of the Service itself, it may order implementation as a paid service from the Provider. In this case, the Customer is obliged to provide the necessary cooperation, in particular to provide the Provider with remote access to the relevant servers so that the Provider can install the Service.
3.4.4 The Customer’s obligation and a condition for the proper operation of the Service is to ensure the functional interconnection of the automated tools with the Customer’s systems.
3.5. Provision of data space, access passwords
3.5.1 The Provider undertakes to provide the Customer with sufficient data space for the purpose of storing the data operated within the Service on the Provider’s servers (also in the hosting centre).
3.5.2 The Customer is obliged to keep the access passwords to the My Account Section confidential and treat them as confidential information. The Provider is not responsible for the disclosure of access passwords that are stored in the Service in an encrypted state.
3.6. Data backup, data handling, personal data
3.6.1 The Provider performs backup of data stored on its servers, or restoration of data from the created backup, which means returning the data to the last restored status that is no more than 1 business day old. After 30 days, the oldest backup is overwritten by the newest backup. The Provider performs this backup only for the duration of the Contract. After its expiration, the Provider is no longer obliged to perform such backup. However, the Provider does not perform data archiving or storage on external media (DVD, backup disk) as part of the backup. Conviu processes personal data provided during registration (name, surname, e-mail address and phone number). IP addresses and geolocation of the logged-in user are also saved in Conviu for the purpose of evaluating traffic in application.
3.6.2 The Provider shall not perform any operations with the Customer’s data, except for their storage and evaluation on the Provider’s servers or in the hosting centre. In particular, the Provider shall not interfere with them, modify them, make them available or transfer them to third parties (except for their disclosure to state authorities in accordance with the law).
3.6.3 In order to secure the Customer’s data against unauthorized or accidental disclosure, the Provider shall apply reasonable and appropriate technical and organizational measures, which shall be updated on an ongoing basis. Technical measures consist of the deployment of technologies preventing unauthorized access to the Customer’s data by third parties. Organizational measures are a set of rules of conduct of the Provider’s employees and are part of the Provider’s internal regulations, which are considered confidential for security reasons. If the Provider’s servers are located in a data center operated by a third party, the Provider shall ensure that technical and organizational measures are also implemented by this provider.
3.6.4 The Provider undertakes to place all the Customer’s data only on servers located in the European Union or in countries ensuring personal data protection in a manner equivalent to the protection provided by the legislation of the Czech Republic (safe harbor). Other obligations of the Provider arising from the relevant legal regulations concerning personal data protection or other data regulated by law are not affected by this provision.
3.6.5 The Provider hereby declares that it adheres to 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.
3.7. Miscellaneous provisions
3.7.1 The Customer undertakes to provide the Provider with all the cooperation and information required for the fulfilment of the obligations arising from the Contract.
3.7.2 The Customer undertakes to provide the Provider with all the necessary documents for implementation of the Service.
3.7.3 The Provider undertakes to act with professional care in the performance of the subject of the Contract. In doing so, it is obliged to comply with the Contract, generally binding legal regulations and the Customer’s instructions, provided these do not deviate from the law.
3.7.4 The Customer is authorized to request changes to the parameters of marketing campaigns, but the Provider is authorized to refuse the requested changes if they are contrary to generally binding legal regulations, principles of fair business dealings, good morals, if they threaten the rights and interests of third parties, the reputation or business interests of the Provider or the Advertising System Operator, or if they constitute a violation of the Advertising System Operator’s terms and conditions or affect the efficacy of advertising campaigns.
3.7.5 The Customer assumes full legal responsibility for the content of its Website or E-shop, in particular if the Website or E-shop is in contradiction of generally binding legal regulations, good morals, or for endangering or violating the rights and interests of third parties or the Provider or the Provider’s price comparison sites.
3.7.6 The Customer assumes full legal responsibility for the compliance of the delivered documents with legal regulations, in particular with legal regulations governing the protection of intellectual property rights (e.g. copyright, trademark rights). The Provider considers all documents submitted by the Customer to be the property of the Customer, which is in full compliance with the law.
3.7.7 The Provider is authorized to refuse to perform work beyond the scope of the subject of performance agreed in the Contract.
3.7.8 The Customer is obliged to consult with the Provider about any interference in the configuration of product comparison engines. The Provider is not liable for any interference by the Customer in the configuration of the product comparison engines that was not authorized by the Provider, and the Customer is obliged to pay the costs incurred by such interference. If such interference require action on the part of the Provider, the Provider is authorized to charge the Customer for work beyond the scope of the subject of performance.
3.7.9 The Customer is obliged to respect the Provider’s recommendations regarding product comparison engines. If the Customer does not follow these recommendations, the Provider shall not be liable for any reduction in the efficacy of product comparison engines.
3.7.10 The Provider is not liable for the Customer’s failure to achieve the expected profit.
3.7.11 The Customer undertakes not to enter into any other contract relating to the product comparison engine management Service with a third party during the term of the Contract without the written consent of the Provider (in this case, fax and e-mail sent to the Customer’s contact e-mail address specified in the Contract shall also be deemed to be in writing). Otherwise, the Provider is authorized to withdraw from the Contract immediately for material breach of contract.
3.7.12 The Customer shall grant the Provider and its employees access to all equipment, its own software and information system to the extent necessary for the proper performance of the Contract.
3.7.13 The Provider is not liable for any third-party claims vis-a-vis the Customer, which could be directly or indirectly related to the administration of the product comparison engines carried out for the Customer.
3.7.14 The Provider is not liable for services provided to the Customer by a third party, in particular for server outages and failures or unavailability of the Customer’s Website or E-shop, etc.
3.8.1 The Provider is entitled to publish information about the fact that the Customer has used or uses the Provider’s products or services in its information and advertising materials or reference sheets.
3.8.2 The use of the Reference must not bring the Customer into disrepute.
4. Helpdesk support
4.1. Helpdesk support
4.1.1 The Contracting Parties agree that communication between them will be carried out via the Provider’s web interface, i.e. Helpdesk Support, in the My Account Section. The option of communicating also from the Customer’s e-mail address to the Provider’s e-mail address email@example.com is not excluded.
4.1.2 The Customer acknowledges that all operational incidents and other requests must only be resolved via Helpdesk Support, by e-mail or with a marketing specialist as part of individual care. All incoming requests are processed on working days from 8:00 AM till 17:00 PM excluding weekends and holidays. The reaction time for a request is a maximum of 24 hours from its sending. Potential outages with significant system disruption they are also dealt with outside working hours (evenings, nights and weekends).
4.1.3 Both Parties are obliged to notify the other Party in writing without undue delay of any changes in the contact details specified in the Contract or the Terms.
5. Packages and Price
5.1.1 The current offer of Packages and Services and the price list are available on the Provider’s Website.
5.1.2 The price of each Service/Package is defined as the price for the management of one product per month. The resulting monthly price of the Service is determined by multiplying the number of products and the price for managing one product in the selected Package.
5.1.3 Each Package has a defined minimum Package price. If the multiple of the number of products and price per product does not reach the minimum price of the Package, the final price is determined according to the minimum price of the Package.
5.1.4 There is no limit to the number of products in the Package.
5.1.5 The price shall be paid by wire transfer to the Provider’s bank account indicated on the invoice. The maturity date of individual invoices is 14 days from the date of their delivery to the Customer. The price is paid only when the amount is credited to the Provider’s account.
5.1.6 In the event of withdrawal from the Contract by the Customer, the price for the month already started shall not be refunded.
5.1.7 The Provider is authorized to suspend the Service if the Customer is in arrears with payment for more than 14 days.
5.1.8 The Provider is not liable for the service outages of banking institutions and other payment service providers, as a result of which the Customer is prevented or impeded from paying the Credit.
5.1.9 Unless expressly agreed otherwise, the prices and fees quoted in the Contract, these Terms, on the Provider’s Website and other annexes to the Contract are exclusive of VAT, which is charged separately at the rate determined by applicable law.
5.1.10 The Customer is obliged to keep its billing data up-to-date via the My Account Section.
6. Confidentiality, nondisclosure obligation
6.1. Liability for legal defects
6.1.1 The Provider is responsible for ensuring that the Service and its individual parts are not encumbered by third-party rights.
6.1.2 If it becomes apparent that any copyrighted work provided to the Customer or produced under the Contract has been encumbered by a third-party right, the Provider is obliged to settle such claims on its own behalf at its own expense. The Customer is obliged to notify the Provider without undue delay of any third-party claim on the grounds of a legal defect; in the event of litigation, the Customer is obliged to ensure the proper and conscientious conduct of such litigation and to take all necessary actions so that its rights are not challenged due to insufficient procedural defense. In the event of a legal dispute, the Provider undertakes to provide all necessary assistance at the Customer’s request.
6.1.3 The Customer is not authorized to enter into a conciliation, settlement agreement or similar agreement relating to third-party claims on the grounds of legal defects or to take any action recognizing such third-party claims without the express consent of the Provider. The Provider undertakes to provide the necessary assistance in the course of negotiating any agreements or conciliations.
6.2. Liability for damages
6.2.1 Each Contracting Party is liable for damages caused by a culpable breach of its obligations under the Contract and the Terms. The Contracting Parties agree to limit the right to compensation for damages caused by breach of the obligations under the Contract in each case of damage, whereas the total value of compensation is set as the sum of the price paid for the last 3 months before the damage occurred. Neither party is obliged to pay for damages beyond this limited scope of compensation, unless the damage was caused intentionally or through gross negligence.
6.2.2 The Provider is not liable for damage caused by unavailability of the Service or operational incidents of the Service if this was caused by the Customer, third parties or circumstances precluding liability. The Provider is not liable for damage caused in particular by:
a) operational incidents caused by changes to the system environment made by the Customer or a third party;
b) by the Customer by entering incorrect data into the My Account Section, by the Customer’s incorrect procedure when entering information;
c) infection of the Customer’s local network or computers with computer viruses (spyware, malware, etc.), or by hacking or other similar external attacks;
d) damage caused by the improper functioning of the Customer’s technical equipment, operating system or network;
e) breach of legal regulations governing the handling of personal data, the manner of controlling employees and other legal regulations relating to the use of the Service by the Customer;
f) demonstrable leakage of access passwords to third parties caused by the Customer;
g) unavailability of data and suspension of access to the Service as a result of the Customer’s default in meeting financial obligations or in other cases agreed in these Terms.
6.2.3 The Provider shall be exempted from the obligation to compensate damages if it was temporarily or permanently prevented from fulfilling its obligations under this Contract by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (Section 2913 of the Civil Code); if such an obstacle occurs, the Provider is obliged to notify the Customer thereof without undue delay. For the purposes of this Contract, extraordinary unforeseeable and insurmountable obstacles refer in particular to:
a) penetration of viruses into the Provider’s or Customer’s information system, or other similar attack;
b) natural disaster;
c) widespread power or internet outages caused by a natural disaster, terrorist or other attack or strike.
6.2.4 Circumstances precluding liability are limited to the duration of the obstacle to which they are related, unless such circumstances result in programming equipment defects, faults or complete destruction of the technical equipment or software required for operation of the Service, or faults in the technical equipment or software of third-party manufacturers.
6.2.5 The Provider is liable if activities are carried out in violation of legal regulations or in an obviously and demonstrably defective manner.
6.2.6 The Provider is be liable for defects or damages caused by the unprofessional activities of the Customer’s employees.
6.3.1 The Contracting Parties mutually undertake to maintain the confidentiality of all material facts obtained in the course of their activities under this Contract, in particular those which constitute their trade secrets and confidential information.
6.3.2 The Contracting Parties shall treat as confidential information those facts of an operational or commercial nature which come to the knowledge of either Contracting Party in connection with the activities under the Contract, unless such information is publicly available.
6.3.3 A breach of trade secrets and confidential information shall be defined as an act by which one Contracting Party wrongfully discloses, makes available to another party, uses for itself or for another party the trade secrets or confidential information obtained in the course of its business from the other Contracting Party, if this is contrary to the interests of the other Party, and does so without its consent.
6.3.4 It is not a breach of confidentiality to:
a) disclose protected information to the extent necessary to the authorities or parties legally entitled to obtain such information and control of the activities of the Parties;
b) disclose protected information to parties bound by law to confidentiality (e.g. notary, lawyer, tax advisor);
c) use protected information in accordance with this Contract or any successor agreements in connection with the performance of the obligations under this Contract;
d) provide the Customer’s data or allow access to these data to third parties for the purpose of troubleshooting, etc. or extend the Customer’s Services, but only to the extent necessary, whereas the Provider is obliged to inform these parties that this is the Customer’s confidential information;
e) otherwise use the protected information with the prior written consent of the other Contracting Party.
6.3.5 The Contracting Parties are bound by this nondisclosure obligation for the duration of the facts giving rise to this nondisclosure obligation, unless the confidentiality is waived or the information in question becomes publicly available.
6.3.6 In the event of a breach of the nondisclosure obligation, the Contracting Party that breached the obligation undertakes to pay the other Contracting Party a contractual penalty of CZK 50,000 for every such breach.
The contractual penalty is payable at the request of the aggrieved Contracting Party within 14 days from the date of its delivery. The Contracting Party is entitled to claim the contractual penalty in full, in part or not at all.
7. Termination of the Contract
7.1. Means of terminating the Contract
7.1.1 The Contract may be cancelled or terminated by withdrawal from the Contract.
7.2. Withdrawal from the Contract
7.2.1 The Customer may withdraw from the Contract without giving any reason. Withdrawal is effective on the date of its execution. Withdraw from the Contract can be effectuated in the My Account Section.
7.2.2 The Provider may withdraw from the Contract for a material breach of obligations by the other Contracting Party, in particular:
a) for the Customer’s delay in payment of the Price or part thereof for more than 14 days;
b) for the Customer’s failure to provide the necessary cooperation, if this prevents the fulfilment of the Provider’s obligations under the Contract or threatens the security of operation of the Service, and if the Customer has been notified in writing and given a reasonable period of time to remedy the situation.
7.3. Settlement of the Contract
7.3.1. The termination or cancellation of the Contract does not prejudice claims for compensation, a contractual penalty and/or other provisions that should, according to the expressed will of the Contracting Parties or with regard to their nature, continue after the end of the Contract.
7.3.2 If the Contract is terminated by withdrawal, the Customer shall not be entitled to reimbursement of monetary performance for the Provider’s duly provided services under the Contract.
7.3.3 The Provider is not obliged to provide assistance in the migration of data to the Customer’s new information system or to provide other assistance related to transition to the new system.
7.3.4 The Contracting Parties have agreed that the Provider will delete (remove) all of the Customer’s data stored on the Provider’s servers (including hosting centres) or other data carriers as at the date of termination by the end of an additional period of 20 days. The Customer acknowledges this and understands that the data removed in this way cannot be restored.
8. Final provisions
8.1. The contractual relationship arising from the Contract is governed by Czech law, in particular the provisions of Act No. 101/2000 Coll. on Personal Data Protection, Act No. 89/2012 Coll., the Civil Code and Act No. 121/2000 Coll., the Copyright Act, all as amended and effective. Settlement of potentional disputes can be resolved in any competent court in the Czech republic.
8.2. The Contract is concluded electronically or in writing. The provisions forming part of the Contract are sent to the Customer by e-mail in the manner specified in Art. 3 of the Terms.
8.3. The Terms are available on the Provider’s Website at https://www.conviu.de/allgemeine-geschaftsbedingungen. The Customer can print or save the Terms using the relevant functions of the internet browser. The concluded Contracts are archived by the Provider in electronic form and are not accessible.
8.4. The Provider is authorized to amend the Terms unilaterally to a reasonable extent, in particular due to changes in legal regulations, technological changes affecting the functions of the Service or the handling of the Customer’s data, but also due to extensions or changes to the Service or related services of the Provider. The Provider is also authorized to change the Terms if market conditions or the commercial or licensing conditions of third parties, whose system or application software or services are used by the Provider to operate the Service, change.
8.5. The Provider is obliged to report the fact that the Terms have been amended by sending them in text format to the Customer’s e-mail address at least 10 days before the effective date of the new version of the Terms. The Customer has the right to reject the changes to the Terms by sending a written notice in the form of a letter or an e-mail with an electronic signature to the Provider’s address; the Contract shall be terminated on the date of delivery of the notice to the Provider and the Customer shall be entitled to a refund of the current balance of the cash Credit. If the Customer does not reject changes to the Terms that have been duly reported to it, the relationship under the Contract shall be governed by the new version of the Terms as disclosed to the Customer.