General Terms & Conditions of the FaceOffice s.r.o. company
1. Introductory provisions
1.1. In accordance with the § 273 of Act no. 13/1991 Coll. of the Commercial Code, as amended the FaceOffice s.r.o company issues the following General Terms and Conditions for the provision and utilization of services and operation of the FaceOffice website application.
FaceOffice s.r.o. company
Registered address: Primátorská 296/38, Praha 8, 180 00
company ID: 24817023
Registered in the Commercial Register at the Commercial Court in Prague
Registration number: Section C, Insert 177003
Banking account: Citibank 8900176999/2600, IBAN CZ31 2600 0000 0089 0017 6999
A term „Customer" means a natural or legal person, which is granted the FaceOffice website application, in other words the „Customer" shall be understood any entity that executes orders of the Czech web hosting services through the website presentation, by mail, telephone, in person or by other mean accepted by the Provider (hereinafter referred to as "Customer").
(Collectively hereinafter referred to as the "Parties")
3. Definition of terms
3.1 Application - a computer software program (hereinafter also referred to as the „Work") located on the FaceOffice s.r.o. company´ s server, designed for management of a model agency or casting agency.
3.2 Server means a computer permanently connected to the Internet network to provide services to the Customer by its means.
3.3 Lease of capacity, computer and software server resources - shared lease of hardware and software server resources by the Customer in order to process requirements by applications used. The rate of possible utilization of server resources by one Customer at a given time is limited by the rate of utilization of the server by other Customers at a time.
3.4 The Server Operation means running the Server in order to transfer data to and from the Server over the Internet network.
3.5 Operation of the FaceOffice application means application's traffic through the Server resources for the benefit of the Customer and third parties. The operation of software applications enables the Customers to use server software resources provided within the service given.
3.6 Failure of the Server means any interruption of basic services of the Server, causing its complete dysfunction.
3.7 Objectionable content means in particular the content that is in contradiction:
3.7.1. with the legal order and policy of the Czech Republic,
3.7.2. with an international treaty, the Czech Republic is bound by and which was published in the Collection of Laws or in the Collection of International Treaties.
3.7.3. with good manners or the principles of a fair trade.
3.8. An expression of free will to entering into the contract means a conclusion of the Contract or Contract for Services in writing by providing contact and billing details by the Customer to the extent required by the Provider, along with the Customer´ s expression of content to the General Terms and Conditions of the FaceOffice s.r.o. company and to the price list of the service in question, which may be carried out also in the electronic form via the Internet means or in another way accepted by the Provider (hereinafter referred to as the "Order") with a subsequent confirmation, which shall be e-mailed to the Customer by the Provider.
3.9. The contact address means the mailing address.
A service means the utilization of computer and Internet FaceOffice application and operation of the website application for the Customers. The service includes the lease of capacity, computing and software program resources of the Server.
3.10. The time of utilization of the service means the time from the beginning to the end of the service enabled to the Customer by the Provider.
3.11. The commencement of a utilization of the service means a moment when the Customer started or could start using a paid service.
3.12. The end of the utilization of service means the moment when a termination of using the service took effect or when the Provider has made an immediate termination of utilization of the service for the following reasons.
3.13. While maintaining the service operation the Provider shall require the Customer´ data, which are necessary for the operation of services and Customers´ communication. The Customer shall grant its consent to the processing of its personal details for purposes of the operation of ordered services, especially for a communication with the administrators of domain names. While processing the Customer´ s data the Provider shall be governed by the Act No. 101/2000 Coll. on the protection of personal data.
4. Rights and obligations of Parties
The contractual relationship between the Provider and Customer arises from the expression of free will to entering into the contract (see above).
4.1. A subject of the contractual relationship is to enable the Customer to use the FaceOffice web application under the conditions specified in these General Terms and Conditions.
4.2. The FaceOffice´ s web application is the intellectual property of the FaceOffice s.r.o. company, which reserves all rights to its use, distribution and sale. The web application is protected by copyright laws and international copyright treaties as well as by other laws and conventions on intellectual property rights. All copyrights to the application are the sole property of the FaceOffice s.r.o. company. It is not allowed to copy, rent, lease, sell, modify, or otherwise decrypt or transfer the application or a part thereof. Any such unauthorized use shall result in an immediate and automatic termination of the user´ s license and may result in a criminal and / or civil legal action. Any rights, not expressly acknowledged hereinafter to someone else, are the property of the FaceOffice s.r.o. company.
4.3. The source codes are the property of the FaceOffice s.r.o. company and are protected by the Copyright Law. The source codes are neither subject of the provision and utilization of the Work nor a part of the documentation to the Work and thus are not subject to transfer. A subject of the Work means the web software programs in the electronic form of non-source components.
4.4. The FaceOffice s.r.o. company grants the Customer a consent to the utilization of the Work for the duration of the license to use (see above), however, neither for its further resale nor for its provision to third parties regardless of whether for a consideration or for free. The source codes and web support scripts of the above Work are configured for the full functionality in the Provider´ s web server environment. Terms such as web support and www presentation shall be understood as usual in the field of computer, telecommunications and Internet terminology and by the Copyright Law.
4.5. All services enabled by the Provider shall be used solely for lawful purposes. The Provider shall be responsible for technical content and accuracy of the FaceOffice web application. A transmission, storage or any presentation of an objectionable content or data that are contrary to the Czech law order, public order or good manners shall be prohibited. A breach of this provision by the Customer shall constitute its full responsibility, including any financial liability and shall entitle the Provider to the immediate termination of the Customer's licence to use. The Customer declares that the Provider assumes no legal responsibility both to the Customer and / or to any third parties for the damages caused by the breaching the above provision by the Customer.
4.6. Any attempt to damage the operation of the FaceOffice web application by the Customer is prohibited and shall be the reason to terminate the Customer's licence to use and deactivate its user's account, fining the Customer in the amount of 1.000.000, - CZK, without ceasing the entitlement to compensation for damages incurred.
4.7. The delivery and updating of the FaceOffice´s web application shall be made solely by the Provider throughout the duration of the Customers´ license to use the Work.
4.8. The FaceOffice s.r.o. company reserves the right to include the information notice about the producer ("Powered by FaceOffice s.r.o.") in all the outputs from the application, linking to the http://www.faceoffice.eu website. Information on the producer may be modified by the Provider in its sole discretion and shall not exceed the size of 20x4 cm.
4.9. The Customers is entirely responsible for the accuracy and completeness of information provided in the Order of services.
The Provider shall be responsible for a proper operation of the Application and the Server, except as specified below:
5.1. The Warranty does not apply in particular to damages caused by a server glitch that occurred due to:
5.1.1. viruses and hackers,
5.1.2. external influences, natural disasters, failures of the telephone connection and power
5.1.3. discontinuation of service provision to the Customers under the General Conditions and Terms in the event of a third party intervention or force majeure (especially flood, fire, wind, war, earthquakes etc.) or in the event of failure on suppliers´ equipment (especially a large and prolonged failure of electricity supply and telecommunications or Internet connections, etc.) provided that these factors arguably could not be avoided or have not been caused by the negligence of the Provider and / or have been caused by unavoidable events, having no origin in the operation of the service. Given the nature of the services provided under this contract, the provisions of § 421a of the Civil Code shall not be applied.
5.1.4. unauthorized or unprofessional interventions into the server by any party except from the staff of the Provider or persons authorized to such interventions in writing,
5.1.5. defects that occur after a prior written notice and which might be prevented by the Customer in the event that the Provider could not know about or foresee such effects, has not been informed about them or could not prevent them by the existing technical equipment of the Customer and about which the Provider gave a prior notice to the Customer.
5.2. The Provider guarantees 98% rate of the monthly service availability.
5.3. In the event of an arguable failure to achieve such availability, the Customer shall be entitled to 10% discount for the service provided.
5.4. The Provider is not liable for damages arising from an excess of capacity constraints, breakdowns, repairs and network maintenance, damage incurred through the fault of the Customer, any damage arising from circumstances excluding liability according to the Czech laws, loss of profits, any damages caused to the Customer due to the Internet network failure or any damage to data during the data transmission. In the absence of services under these circumstances, the Provider's liability is limited merely to the obligation to promptly remove the defect and return paid amounts charged without a justification or to grant a discount to the Customer pursuant to the previous paragraph. The Provider therefore shall not be obligated to reimburse the Customer or its internal service users for damages due to the failure of service or faulty service provided.
5.5. The Provider shall not be liable for damages suffered by an inadequate user´ s intervention or as a result of malfunction of any applications that relate to the work with data uploaded by the Customer into the FaceOffice web application such as export interfaces to other web communication interfaces, servers, portals and third parties, which are not a part of the FaceOffice web application.
6. Payment Terms
6.1. The Customer undertakes to pay fees for services provided within a specified time. The price for services is billed monthly, quarterly, semi-annually or annually, depending on the Customer´ s requirement and the Provider's approval.
6.2. The price of services is set out by the Provider's offer on the http://www.faceoffice.eu/price-list website, which is valid in the time of the order acceptation.
6.3. The Provider shall send the Customer a call for payment on the basis of its order. A call for payment shall be sent to the e-mail address specified by the Customer in the order and shall include all the details needed for payment for services ordered. Further call for payment shall be automatically repeated throughout the duration of the Customer's licence to use services.
6.4. The Customer shall pay an amount specified in the call for payment on the basis of service ordered within a specified time. A date of crediting the respective amount to the account of the Provider or a date of the cash payment shall be regarded both by the Customer and the Provider as the date of the remittance
6.5. Unless the Customer contradicts a call for payment within four days of its receipt, it shall be understood that the Customer recognizes the amount billed in full as its liability to the Provider, in particular because the Provider started or extended a provision of the service upon receipt and authorization of the Order.
6.6. Payments shall be effected on the basis of a call for payment carried out by the Provider.
6.7. A non-payment of the amount specified in the call for payment shall neither terminate a contractual relationship nor the obligations both of the Provider and the Customer.
6.8. In the event of a failure to pay liabilities within the prescribed period (i.e. due date) the Provider has the right to disable the user´ s account of the Customer in the paid version and discontinue the Customer´ s licence to use the services.
6.9. Every reminder (mainly by phone, in writing or by e-mail) to make a payment shall be treated by both parties as an attempt for conciliation in accordance with generally binding legal regulations and rules of the Czech Republic. The Provider shall be entitled to terminate the user´ s account to the Customer without a prior written consent of the other Party in the event that the Customer does not respond by remitting the amount in full within 7 days upon the dispatch of such a reminder.
7.1. The Contracting Parties shall consider confidential all the information within the meaning of § 271 of the Commercial Code about the other Party, arising from the contract or obtained in connection with its performance, and shall not communicate, disclose or make them available to any third party without a prior written consent of the other Contracting Party. This confidentiality obligation shall be valid for one-year period after a termination of the contract. Files uploaded on the Customer´ s website, which are moreover protected by the Copyright Law (Act No. 121/2000) shall also be treated confidential.
7.2. The obligation of confidentiality shall not apply to information in terms of the contract negotiation, General Terms and Conditions and information that are publicly available, identification and operational documents that are or may be a subject to business confidentiality, which are provided to law enforcement authorities or to the court for judicial proceedings conducted between the Provider and the Customer, information requested by courts, state administrative bodies, law enforcement authorities, auditors for the statutory purposes or tax advisers of the Parties.
7.3. Unless otherwise specified in the contract, the Provider is entitled to list the Customer in the Reference List of customers.
7.4. The Customer shall be obliged to act within the contractual relationship so that to protect the rights of intellectual property of the Provider and other entities, the utilization of which has been granted to the Customer by the Provider under the Contract.
8. Final Provisions
8.1. The contract shall be concluded for the two years period with the possibility of a withdrawal without a cause by either Party with a notice period of three months. In the event of a contract extension, which must be implemented by a new expression of free will to entering into the contract, the Provider reserves the right to change the price for a service enabled.
8.2. A form of a withdrawal by the Provider shall not be anyhow limited and may be carried out for example via e-mail sent to the mailbox of the Customer as specified in the order of services.
8.3. A form of a withdrawal by the Customer shall solely be carried out by a registered letter sent to the registered address or business premises of the Provider, which is currently listed on the http://www.faceOffice.eu website. Another form of a withdrawal by the Customer (such as by telephone or e-mail without an electronic signature) shall neither be effective nor valid; it shall not be taken into account and the utilization of service shall not be terminated. The reason is to protect the interests of the Customer and the elimination of any unauthorized termination of services.
8.4. The Customer takes into account that any withdrawal made by the Customer is subject to a notice period of three months and that this period shall be paid in the full amount, even if the service is not provided in the full extent.
8.5. A contractual relationship between the Customer and the Provider shall be terminated on the basis of a proper notice of withdrawal and upon the expiry of a three-month notice period.
8.6. The Provider reserves the right to immediately deactivate the user's account of the Customer and terminate the Contract concluded between both Parties in the aforesaid cases and for a substantial breaching of contractual terms by the Customer or its continued or repeated failing to meet properly and timely its obligations to pay for the services enabled by the Provider. In this manner, the Customer neither shall be free from the liability for a damage caused to the Provider in connection with the termination of the provision of services nor shall get rid of the obligation to pay for a service provision to the Provider until the date of the termination of the operation. An immediate termination of utilization of the service constitutes a cessation of the contractual relationship between the Provider and the Customer.
8.7. A cessation of the Contract and contractual relationship between the Provider and the Customer shall neither affect the Customer's obligation to pay the price for services to the Provider, which were used prior to such termination of the Contract, nor affect the Provider's right to bill the penalty fees under these conditions and for compensation for damage incurred.
8.8. These General Terms and Conditions shall be construed in accordance with applicable laws and other legislation of the Czech Republic and on the basis of free will and agreement between the Provider and the Customer.
8.9. The Parties agree to the aforesaid terms and conditions for the provision of services on the http://www.faceoffice.eu/terms website. By ordering services on the website both the Customer and the Provider express and confirm their commitment to abide by the above terms and conditions as if these terms and conditions were printed and signed in the form of a written contract.
8.10. The Provider reserves the right to change these operating conditions. The Provider shall notify the Customer prior to such a change by e-mail to the e-mail address as specified in the Customer's order of services.
These General Terms and Conditions have more legal power than any other arrangement for the provision of services concluded between the Client and the Provider, except for a legal relationship established under another arrangement, where it shall be explicitly stated that such a relationship does not follow these general terms and conditions. A priority shall be given to resolving any dispute under these general terms and conditions; solely the matters that are not treated hereinbefore shall be governed by other arrangements between the Provider and the Customer.
The Contracting Parties declare that any disputes shall primarily be resolved by an agreement. In the event that the Parties fail to agree to solve any disputes, all disputes arising under this Contract and in connection therewith shall finally be decided by the Arbitration Court at the Czech Chamber of Commerce and Agricultural Chamber of the Czech Republic pursuant to its regulations and rules by one Arbitrator, which shall be appointed by the Chairman of the Arbitration Court.
These conditions are effective as of March 1, 2011.
FaceOffice s.r.o. company