General

• The company Offiseek s.r.o., with registered office at Na spojce 511/9, Vršovice, 101 00 Prague 10, ID number: 17731330 (hereinafter referred to as “Maintainer”) is the administrator of the web application running at www.app.offiseek.com (hereinafter referred to as “Platform”).
• These Terms govern the mutual rights and obligations of the Maintainer and the Customer arising in connection with or on the basis of the contract concluded between the Maintainer and the Customer, on the basis of which the Maintainer provides access to the use of the Platform (hereinafter referred to as "Bargain"). Unless otherwise agreed between the parties, the provisions of these Terms and Conditions are an integral part of the Agreement from the moment of its conclusion.
• The Maintainer undertakes to provide the Customer with a non-exclusive and non-transferable right to access the Platform (hereinafter referred to as "Access”) for the purpose of using the Services. Any use of the Services is permitted only for the purposes of the Customer's business and must be in accordance with these Terms, as well as other terms that may be specified in the Order. Provisions in the Order deviating from the provisions of these Terms and Conditions take precedence.
• The platform is an application available only via the Internet. The platform is not available in physical form.
• Access to the Platform exclusively includes Access to use the Services via the Internet. Any additional services will be governed by the individual conditions agreed between the Maintainer and the Customer in the Order.
• The Maintainer has the right to change the functionality of the Platform and any other changes to the Platform without notifying the Customer.
• The Customer agrees to use the Platform in an AS-IS condition. The Customer will not receive a copy of the Platform and the Customer can only access the Platform using remote access.

Services

1. The platform contains one part

   • Part 1 - Production Planning Module (hereafter referred to as “Part 1”)
2. Part 1 contains the order planning board, the transportation planning board, and the production activity planning boards.

Conclusion of the Agreement

• The Agreement is concluded based on the Customer's registration in accordance with this article.
• The Customer can register via the order form through the Platform, or via an e-mail sent to the Maintainer at the address offiseek@support.com. In the event that registration is performed by a natural person on behalf of a legal entity, this natural person confirms that he is authorized to act on behalf of the legal entity (Customer) that will use the Services. Otherwise, the natural person may not complete the registration.
• After receiving the e-mail from the Customer by the Maintainer, the Maintainer can send the access data to the Platform to the Customer. The contract between the Customer and the Maintainer is concluded upon receipt of access data to the Platform by the Customer or registration through the Platform, depending on the chosen method.
• By sending the order form through the Platform or e-mail for the purpose of registration, the Customer confirms that he has familiarized himself with these Terms and Conditions and that he agrees with their wording.

Customer Account

1. The Customer will receive access data to the Platform from the Maintainer upon conclusion of the Agreement. Based on the conclusion of the Agreement, the Customer is set up by the Maintainer with his user account, through which he will be able to access the Platform and use its functionalities.
2. The Customer is responsible for the truthfulness of the data identifying the Customer.
3. The Maintainer is not responsible for incorrect information regarding the Customer. The customer must not falsify his identity.
4. The Customer is responsible for all activity on their account.
5. The Customer may not transfer Access to a third party.

6. The Maintainer is entitled, without prior notice, to prevent the Customer from using the Platform, which can reasonably be believed to be in violation of the Terms, or in the event that the Customer uses the Platform in violation of binding legal regulations, good manners and recognized ethical and moral principles and recognized rules for the use of services provided via the Internet or to commit or facilitate criminal activity, misdemeanors or other offenses. Furthermore, the Maintainer reserves the right to limit the Customer's Access in the event of:

   • If the Maintainer reasonably believes that the Customer poses a security risk or if his activity will seriously affect the operation of the service, or
   • In case of insolvency or bankruptcy of the Customer.
7. The Maintainer is entitled to cancel the Customer's account without prior notice if the Customer has not logged in for more than 12 months.

Free trial

• After receiving access data to the Platform, the Customer has 14 days to try the Platform for free in the Free trial mode. 
• In this 14-day period for evaluating the Platform, the Customer can send a maximum of 3000 HTTP requests per day to the Platform's API. Otherwise, the Maintainer may prevent the Customer from using the Platform.
• Free Access may have limited functionality of the Platform.
• Each Customer is entitled to establish free Access only once. Otherwise, the Maintainer is entitled to deny the Customer Access to the Platform at any time.
• If the Customer does not extend the free Access to paid Access after the expiration of 14 trial days in accordance with Article 6, the contractual obligation between the Maintainer and the Customer is terminated and the Customer is denied Access to the Platform.
• The Customer acknowledges and agrees that the free Access is made available on an AS-IS basis and that the free Access is made available without user support, functionality guarantees, any right to damages or compensation and without an assigned sales representative of the Maintainer.

Paid Access and Pricing

1. After the period of free Access has expired, the Customer may request an extension of the Agreement, which will lead to the provision of paid Access to the Customer.
2. If the Customer is interested, the Customer will send the Order to the Maintainer. In the Order, the Customer specifies the required duration, the number of Accesses (by user accounts) and other essential information important for the provision of the offer by the Maintainer. 
3. The Maintainer can subsequently provide the Customer with an offer containing the duration of Access to the Platform, price, billing terms, bank account and other necessary parameters.
4. The order is accepted and the Contract is extended at the moment when all parameters of the offer are agreed between the Maintainer and the Customer.
5. By extending the Agreement, the Customer acquires the right to Access to use the Platform. The Platform is not sold to the Customer as a whole.
6. Following the extension of the Contract to the paid Access regime, the Maintainer will issue an invoice to the Customer containing all the requisites of a tax document in accordance with effective legal regulations. Unless otherwise agreed, the price will be due 15 days after the invoice is issued.

7. In case of delay by the Customer in payment of the price, the Maintainer is entitled to:

   • suspend the Customer's ability to Access the Platform or its sub-functions until the Customer has paid the price in full, and/or
   • demand from the Customer default interest in the amount of 0.05% of the owed amount per day for each day of delay, even if it has begun.
8. Prices are shown without value added tax. Value added tax will be added to the price at the legal rate.
9. During the Contract, the Maintainer may increase the price for Access to the Platform according to the inflation index maintained by the CNB. The Maintainer is obliged to notify the Customer in writing of the new price amount in accordance with this point as part of the call for payment of the price for the next period, while the increase already occurs with this notification.

Rights and obligations of the Customer

1. The Customer undertakes to use the Platform and all its content exclusively in accordance with these Terms. The Customer is not entitled to use the Platform or its content for any other purposes or in any other way than as set forth in these Terms. 
2. When using the Platform or in connection with this use, the Customer will not interfere with the rights of third parties or the Maintainer and will not use the Platform or its content in an illegal manner or for illegal purposes.
3. The Customer is obliged to protect his login data.
4. The Customer is obliged to cooperate with the Maintainer when using the Services if such cooperation is necessary. 
5. The Customer may not copy, decompile, republish or reproduce a derivative of the Service. Reverse engineering of the Platform is not permitted. The Customer can insert applications into his service (so-called embedding) if he receives written permission from the Maintainer.

6. The Customer is prohibited from uploading illegal content to the Platform that:

   • violates intellectual property rights,
   • infringes copyright,
   • is in violation of regulations regarding the protection of personal data, or
     
   • is against the law or good morals.
7. The Maintainer has the right at any time to suspend the Customer's ability to upload additional content to the Platform or to delete the Customer's content, by which the Customer would violate his obligation according to paragraph 6 above,
8. The Customer allows the Maintainer to acquire a non-exclusive, worldwide and royalty-free license to use the feedback provided by the Maintainer, for any purpose.

User and property rights to the Customer's content

• The Customer declares that the Customer Data is its property. The Customer's data will remain the property of the Customer even after uploading to the Platform. The Customer (and not the Maintainer) is responsible for the accuracy, quality, integrity, legality, reliability, suitability, intellectual property of or right to ownership of the Customer Data.  
• The Customer further understands and acknowledges that the Maintainer may generate derivative data from the Customer Data. Derived data is any data that is uploaded, collected or generated by the Maintainer from Customer Data in connection with the provision of Services to the Customer. The Customer understands and acknowledges that the Maintainer may use this derived data for internal purposes (including improving, testing, operating, promoting and marketing the Platform).

Warranties and Liability

1. The Customer is responsible for determining whether the Platform meets its requirements and needs and the Maintainer:

   • does not guarantee continuous and trouble-free Access to the Platform,
   • is not responsible for any delays, transmission errors or other damages or losses arising from the transmission of data over communication networks and devices, including the Internet, and the Customer acknowledges that the Platform may face certain limitations arising from the nature of the use of such networks and devices,
     
   • does not make any guarantees or assurances regarding the suitability of the Platform for the purpose of its use.
2. The Maintainer will make reasonable efforts to ensure accessible operation of the Platform. The Customer acknowledges that, despite the efforts of the Maintainer, the Platform may not always be available, especially, but not exclusively, due to the necessary maintenance of the hardware and software equipment of the Maintainer or third parties. The Maintainer is not responsible for damage caused by the unavailability and non-functionality of the Platform.
3. The Maintainer does not guarantee the correctness of the information provided in Part 1 of the Platform. 
4. The Maintainer may at any time change the content of these Terms and Conditions, which he will publish on the website www.offiseek.com.
5. Access to the Platform and the Services are provided AS-IS (ie, as is). The Customer thus waives all his claims from the Maintainer's defective performance in connection with the Platform, to the widest possible extent permitted by law.
6. The Customer undertakes to indemnify the Maintainer in connection with any claims of third parties that arise due to a breach of obligations or an incorrect statement by the Customer under these Terms. Indemnification is taken to be compensation for any harm, damage, costs and expenses (including reasonable legal representation costs) incurred or suffered by the Maintainer.
7. The Maintainer is not responsible for defects or damage or loss of data caused when using the Platform or its outputs, if they were caused by the user, third parties or obstacles arising independently of the Maintainer's will, in particular for defects or damage caused by improper use of the Platform or use in violation of the Maintainer's instructions, unauthorized intervention in the Platform, system software and environment, caused by insufficient security of the user's local network or his computers, or by a hacker attack or other similar external intervention, or caused by damage caused by the incorrect function of third-party programs installed on the user's device.
8. The Maintainer is not responsible for any indirect damage, including, but not limited to, a decrease in turnover, sales, customer base or damage to the Customer's reputation in connection with the use of the Services.
9. The maximum amount of the Maintainer's liability for damage shall not exceed the amount of all fees paid by the Customer for the Services in the 12-month period preceding the day on which the claim for damage compensation arose. This limit does not apply in the case of intentionally caused damage, damage caused by gross negligence or in other cases where liability cannot be limited by law.
10. The Maintainer will carry out irregular maintenance of the Platform. The Maintainer will inform the Customer about planned shutdowns. The Customer is not entitled to financial compensation for the period of non-functionality of the Platform due to maintenance.

Support

1. If the Platform is unavailable, the Customer informs the Maintainer at:

   • Email: support@offiseek.com
     
   • Tel: 00420 728 94 73 28
2. The Maintainer will inform the Customer about resolving the unavailability.
3. Support for the use of the Platform is provided only in electronic form (email communication, information on websites, etc.).

Protection of personal data

• The Maintainer protects personal data according to the principles for Protection of Personal Data, which form an integral part of these Terms and Conditions.
• The customer agrees to the processing of personal data sub-processors.

Protection of information

• The contracting parties are aware that in connection with the provision of the Services, information may be provided that will be considered confidential. Confidential information is, in particular, all information that is or could be part of the trade secret of the relevant contracting party, i.e. for example, information on the principles of the Platform's operation, data obtained through the Platform, data on business and marketing procedures and strategies, know-how, contracts with third parties, business partners, employees and internal relations, information on the individually negotiated terms of this Agreement and on the fulfillment of the Agreement, as well as all other information, the disclosure of which could cause harm (hereinafter referred to as "Confidential information”).
• All Confidential Information shall remain the exclusive property of the relevant party and the other party shall use the same efforts to maintain its confidentiality and to protect it as if it were its own Confidential Information. Except to the extent necessary for cooperation in the performance of the Agreement, each contracting party undertakes not to reproduce the Confidential Information in any way, not to transfer it to any third party or to its own employees, contractors and representatives, except for those who need to be acquainted with them in order to be able to perform the Agreement. At the same time, the contracting parties undertake not to use the Confidential Information other than for the purpose of fulfilling or exercising their rights under this Agreement.
• The provision of this article is not affected by the termination of the Agreement for any reason and its effectiveness will end 5 years after the termination of this Agreement.

Duration and termination of the contract

1. The contract is concluded for the duration of the free Access. In the event that the Customer extends the Agreement to paid Access after termination of the free Access, the Agreement will be extended for the duration of the paid Access.
2. In the event that the Agreement has been extended from the Free trial regime to paid Access, the Agreement shall automatically be extended for the same duration of paid Access after the expiry of the agreed duration of paid Access, unless any of the contracting parties notifies the other contracting party in writing no later than one (1) month before the expiry of the Agreement that it does not intend to continue the duration of the Agreement. If the Agreement is not extended according to the previous sentence, the Agreement is terminated as of the last day of the duration of the paid Access.

3. The Maintainer may terminate the Agreement without notice in the event of:

   • material breach of the Agreement by the Customer,
   • delay in the fulfillment of obligations on the part of the Customer, who does not rectify this situation within 30 days even after a call, or
     
   • breach of confidentiality regarding confidential information by the Customer.
4. Each of the contracting parties is entitled to terminate this Agreement without notice in the event of entry into liquidation or a valid declaration of bankruptcy of the other contracting party.

Common and Final Provisions

• The Customer allows the Maintainer to provide information about his use of the Platform to present reference customers (e.g. on the Maintainer's website).
• The Maintainer has the right to send the Customer information and commercial communications by email, and at the same time the obligation not to send commercial communications if the Customer does not agree to their sending.
• Neither party shall be deemed to be in breach of this Agreement and liable for delays or impossibility of performance during the period during which circumstances precluding liability (hereinafter referred to as “A higher power"). Force Majeure is considered to be an obstacle that occurred independently of the will of the obligated contracting party and prevents it from fulfilling its obligations, if it cannot reasonably be assumed that the obligated contracting party would avert or overcome this obstacle or its consequences, and further, that it would have foreseen this obstacle at the time of the conclusion of this Agreement. Cases of Force Majeure are mainly considered to be: strike, epidemic, fire, natural disaster, mobilization, war, rebellion, embargo, power outages, terrorist attack, operational malfunctions, etc. The contracting party affected by Force Majeure shall notify the other contracting party of this fact without undue delay after such facts occur and at the moment they cease. If an event of Force Majeure occurs and lasts for more than 90 days, either party may terminate this Agreement upon written notice to the other party. In such a case, the contracting parties are not responsible for fulfilling their obligations under this Agreement, with the exception of the Customer's obligation to pay for Services already provided.  
• These Conditions, as well as all legal relationships arising on their basis, are governed by the legal order of the Czech Republic. Czech courts are competent to resolve any disputes arising in connection with the Agreement. The provisions of § 2389a to § 2389u of the Civil Code do not apply and all rights and obligations of the contracting parties are governed by this Agreement.

Definitions

• “API” means the API of the Maintainer that provides Access to the Platform. 
• “Customer data” means data uploaded to the Platform by the Customer.
• “Confidential information” has the meaning given in Article 12 para. 1 of these Terms and Conditions.
• “Free trial” - Free use of the application for a predetermined period of time.
• “Order” means an order by the Customer for access to the paid functionality of the Platform.
• “Platform” means the application accessible on the Internet at www.app.officeek.com, defined by functionality according to Article 2 of these Terms.
• “Maintainer” has the meaning given in Article 1 para. 1 of these Terms and Conditions
• “Access” means enabling access to the Platform for the purpose of using the Services according to Article 2 of these Terms and Conditions without restrictions.
• “Conditions” means these terms and conditions, including all its articles, appendices and other documents referred to in these terms and conditions.
• “Services” means the services described in Article 2 of these Terms.
• “Bargain” has the meaning given in Article 1 para. 2 of these Terms.
• “A higher power” has the meaning given in Article 14 para. 3 of these Terms.
• “Customer” means a natural or legal person who has registered on the Platform using the registration form or for whom the Maintainer has created access data for the purpose of using the Services according to Article 2 of these Terms.