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Terms and Conditions

Contractual terms and conditions for the provision of Signi service

1.          INTRODUCTORY PROVISIONS

1.1        These Terms and Conditions govern the provision of Services and related performance by the Provider to the Customer.

2.          DEFINITION OF TERMS

2.1        Capitalised terms used in these Terms and Conditions shall have the meanings set out in these Terms and Conditions, the Contract or other documents to which these Terms and Conditions expressly refer.

2.2        These Terms and Conditions define the following terms:

a)      2FA authentication: authentication based on a combination of the User’s or Signatory’s email address, to which a unique link is sent or used to log in to the Service, and a one-time generated four-digit password (called OTP), which is sent to the User’s or Signatory’s phone number.

b)      AML identification: identification of the Signatory according to the AML Act.

c)      AML Act: Act No. 253/2008 Coll., on Certain Measures against the Legalization of Proceeds of Crime and Terrorist Financing, as amended.

d)      Application: cloud application Signi operated by the Provider on the website www.signi.com.

e)      BankID authentication: authentication based on verification of the identity of the Signatory using an electronic identification device issued by a bank or a branch of a foreign bank within the electronic banking identity system.

f)      Basic Support: free support consisting of answering Customer and User questions without guarantee of support availability and response time.

g)      CC: Act No. 89/2012 Coll., the Civil Code, as amended.

h)      Contract: the contract concluded between the Provider and the Customer, referring to these Terms and Conditions.

i)      Contracting Parties: both the Provider and the Customer together; the term Contracting Party refers to the Provider and the Customer, or to either of them, depending on the context of the provision.

j)      Customer: the person who enters into the Contract with the Provider.

k)      Customer Administrator: a User with extended rights under paragraph 4.3these Terms and Conditions.

l)      Extended support: professional consultancy consisting in handling the Customer’s requests within a specified response time, the variants and price of which are listed in the Price List.

m)      GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

n)      Implementation Price: a one-off non-refundable payment for preparatory work aimed at integrating the Services into the Customer’s internal processes, the amount of which is specified in the Contract.

o)      Invoice: a tax document complying with the relevant tax and accounting legislation of the Czech Republic.

p)      Invoicing period: the period for which the Invoice is issued for the Services provided. Unless otherwise specified in the Contract, the Invoicing period is one calendar month.

q)      Personal data: personal data within the meaning of Article 4 (1) of the GDPR.

r)      Price List: an appendix to the Contract setting out the prices for the Services and the price of Extended Support, published on the https://signi.com/cenik/ website.

s)      Provider: Digital factory, s.r.o., with registered office at Pražákova 1008/69, Štýřice, 639 00 Brno, ID No.: 06988377, VAT No.: CZ06988377, registered in the Commercial Register maintained by the Municipal Court in Brno, Section C, Insert 292620.

t)      Registered trade mark: a sign registered in the Register of Trade Marks which fulfils the characteristics of a trade mark pursuant to Section 1a of Act No 441/2003 Coll., on Trade Marks and on Amendments to Act No 6/2002 Coll., on Courts, Judges, Judges and the State Administration of Courts and on Amendments to Certain Other Acts (Act on Courts and Judges), as amended (Trade Marks Act).

u)      Services: services of creating, managing, concluding and storing contracts and other documents in electronic form, provided through the Application and other services of the Provider defined in the Price List.

v)      Signatory: a person who enters into a contract or signs another document through the Application without being a Customer or User.

w)      Support Centre: the Provider’s contact point where Users can request Basic Support and Extended Support.

x)      Template: a template of a contract or other document that can be edited and electronically signed in the Application.

y)      Terms and Conditions: these Terms and Conditions for the provision of Signi services.

z)      User: a natural person designated by the Customer who is authorized to access the Application.

aa)      Working day: any day from Monday to Friday, except working days in the Czech Republic.

bb)      Working hours: hours between 8:00 – 18:00 CET / DST on a working day.

3.          SUBJECT OF THE CONTRACT

3.1        Based on the Contract, the Provider is obliged to:

a)      make the Application available to the Customer;

b)      provide the Customer with the Services agreed through the Application or in the Contract; and

c)      provide the Customer with Extended Support if the Customer has agreed to it in the Application or the Contract .

3.2        The Customer is obliged under the Contract to:

a)      pay the Implementation Fee, if implementation of the Services is agreed; and

b)      to pay the agreed remuneration according to the Contract and Price List for the Services and Extended Support provided by the Provider;

3.3        The Contracting Parties undertake to provide mutual cooperation necessary for the proper performance of the Contract and related contractual and legal obligations.

4.          COMMENCEMENT OF SERVICE PROVISION

4.1        A Contract between the Provider and the Customer may be concluded:

a)      as a separate document to these Terms and Conditions; or

b)      by registering as a user on the Application and agreeing to these Terms and Conditions.

4.2        The Provider shall make the Application available to the Customer after the conclusion of the Contract by:

a)      creates a user account for one Customer Administrator in the Application under
the email address specified in the Contract, to which he/she shall then send the access data to the Application if no user account in the Application exists under the email address specified in the Contract; or

b)      for the user account under the email address specified in the Contract, set the Customer’s Administrator rights if a user account exists in the Application under the email address specified in the Contract.

4.3        The Customer Administrator can assign permissions to other Users in the Application. The Customer is responsible for and bound by all actions of Users and Customer Administrators in the Application.

4.4        The Customer is obliged to ensure that Users, Customer’s Administrators, Customer’s employees and any other persons who will be involved in the use of the Services use the Services and the Application in accordance with the Contract , these Terms and Conditions and the instructions that the Provider will demonstrably make available to the Customer, including through the Application.

5.          SERVICES AND SUPPORT

5.1        The basic variant of the Service consists in enabling electronic signing of a document based on 2FA authentication.

5.2        Extended variants of the Service pursuant to paragraph 5.1these Terms and Conditions are Services based on:

a)      BankID authentication; or

b)      AML identification.

5.3        Other Services provided by the Provider to the Customer may consist of:

a)      Retention of signed documents and copies of identity documents for the extended period of time set out in these Terms and Conditions;

b)      disclosure of Templates provided by the law firm; or

c)      other services defined in the Price List or the Contract.

5.4        The Provider shall provide Users with the following services through the Support Centre:

a)      Basic support and

b)      Extended support, if agreed.

5.5        Extended support, if not agreed in the Contract, can be agreed upon after the conclusion of the Contract on the basis of a separate addendum to the Contract concluded by e-mail communication.

5.6        The Support Centre is accessible via
the email address listed on the website www.signi.com.

6.          TERMS OF USE OF THE APPLICATION

6.1        The Customer and the Users are obliged to comply with the effective legislation of the Czech Republic and these Terms and Conditions when using the Services.

6.2        When using the Services and the Application, the Customer and Users are obliged in particular to:

a)      not to use the Services in a manner that would in any way infringe the Provider’s rights, these Terms and Conditions or other arrangements referred to in these Terms and Conditions, or that would be contrary to law or good morals;

b)      not to use the Services in a way that could damage the provision of the Services or the Application in any way, prevent their operation or overload them, as well as otherwise harm or restrict other Customers of the Provider;

c)      not to distribute through the Application any malicious or otherwise unlawful software or other code containing a computer virus, spyware or malware, or upload files or other programs that may damage, monitor or alter the operation of the network or equipment on the Provider’s property or on the property of a third party;

d)      not attempt to interrupt or disrupt the security of the Service and Application, their appearance, integrity or availability, or otherwise damage the Service, Application, Provider’s administrator accounts, access passwords, servers or network elements;

e)      not attempt to gain unauthorised access to the Service, the Application and other computer systems, in particular through hacking or phishing;

f)      to inform the Provider immediately about technical, security, legal and other problems related to the provision of the Services, if the Customer or User finds such problems and to provide reasonable assistance to the Provider in their analysis and correction.

6.3        The Provider shall not be liable for failure to provide the Services or for failure to comply with the parameters or otherwise reduced quality of the Services in the event of a breach of the obligation under paragraph 6.2these Conditions by the Customer or the User.

7.          SIGNING DOCUMENTS

7.1        Signing of documents by the Customer or Signatories using the Application is done by:

a)      The User inserts their own document from their computer or storage into the application or selects a Template;

b)      The User edits his/her own document or Template in the Application to create a draft document for signing;

c)      after inserting a custom document or selecting a Template, the User enters the name of the document, sets a deadline for signing the draft document created in this way, enters other parameters available in the Application and signs the document according to the procedure offered in the Application;

d)      The User sends a draft document to the other Signatories for signature via the Application;

e)      The Signatories will authenticate based on 2FA authentication, BankID authentication or AML identification according to the User’s previous choice of authentication method;

f)      The Signatories will sign the contract or document as instructed in the email or Application received;

g)      after signing by all contracting parties, a unique PDF document with electronic signatures and a recognized electronic seal of the Provider is created and sent to the contracting parties by e-mail or stored in the Customer’s account in the Application.

7.2        The Provider shall ensure that the signed document is stored and accessed by the Customer in the Application for a period of 6 months from the date of signing, provided that the Contract is valid for the duration of the Contract. In case of termination of the Contract, the Provider is not obliged to keep the signed document any longer.

7.3        The Customer may arrange for an extended period of retention and access to the document in accordance with paragraph 5.3(a)these Terms and Conditions. In this case, the Provider shall ensure the preservation of the document for up to 30 years from the date of its signing, even in the event of termination of the Contract.

7.4        The Provider shall also ensure that the metadata of the signed document is retained for up to 15 years from the date of signing and shall provide the Customer with the metadata of the signed document within 15 days of the request in writing.

7.5        In the case of payment of the price of Services in the form of credits pursuant to paragraph 10.3these Terms and Conditions, the Customer’s credit account shall be reduced by 1 credit at the time of creation of the draft document pursuant to paragraph 7.1(b)these Terms and Conditions. In the event that the document is not signed by all parties, no credit shall be refunded.

7.6        The Provider is entitled to suspend the provision of the Services if:

a)      the terms and conditions for the provision of the Service under Article 6these Terms and Conditions are breached; or

b)      The Customer is in breach of the restrictions set out in Article 9these Terms and Conditions.

7.7        The Provider shall be entitled to suspend the provision of all Services and Extended Support if the Customer is in arrears with the payment of the Invoice for more than 10 days and fails to remedy this fact upon a written request with an additional period of 15 days or it is obvious that the Customer is unable to meet its payment obligations to the Provider.

8.          AML IDENTIFICATION

8.1        If the Customer so agrees, the Provider may enable the Customer to perform AML identification of the Signatory in the Application in accordance with the procedure under Section 11(7) of the AML Act.

8.2        The Provider hereby declares and the Customer acknowledges that the Provider is not an obliged person under Section 2 of the AML Act and is not responsible for the compliance of the AML identification made by the Customer through the Application with the AML Act, but only for the following actions:

a)      acceptance of 2 documents that the Signatory identifies as the Signatory’s identity documents and reasonable verification that they are identity documents;

b)      proportionate verification that the Signatory’s device camera is capturing a person’s face;

c)      proportionate verification of the match of the face captured by the Signatory’s device camera with the photographs on the identity documents presented by the Signatory;

d)      credible verification of the existence of a payment account held in the name of the Signatory with a credit institution or a foreign credit institution operating in the territory of a Member State of the European Union or a State forming the European Economic Area and the receipt of a payment made by the Signatory from this payment account.

8.3        Acceptance or rejection of AML identification made in accordance with paragraph 8.2these Terms and Conditions in relation to a given Signatory is solely at the Customer’s discretion. The Provider shall not be liable for non-compliance of the AML Identification with the AML Act in the event that the Customer accepts the AML Identification although the Provider has been informed in the Application that any of the steps set out in paragraph 8.2these Terms and Conditions and Conditions have not been fulfilled by the Signatory.

8.4        In the case of AML identification through the Application, the Customer is responsible for compliance with the requirements arising from the AML Act, in particular for:

a)      verification and recording of the Signatory’s details and their retention for the period prescribed by law;

b)      storing copies of the Signatory’s identity documents on the Customer’s own data storage and retaining them for the period of time specified by law, unless their storage is agreed pursuant to paragraph 5.3(a)these Terms and Conditions;

c)      the application of the first verification payment of the Signatory as a payment on the concluded contract;

d)      verification of information pursuant to Section 11(7)(g) of the AML Act;

e)      take appropriate steps and measures in the event that the conditions under Section 11(7) of the AML Act are not met, in particular in the event that the Customer has doubts as to the identity of the Signatory.

8.5        The Provider shall retain copies of the Signatory’s identification documents for a period of 6 months after the AML identification of the Signatory has been made. The Customer may arrange an extended retention period for copies of identity documents pursuant to paragraph 5.3(a)these Terms and Conditions. In such case, the Provider shall ensure the retention of copies of identity documents for a period of 10 years from the date of AML identification of the Signatory, even in the event of termination of the Contract.

8.6        The Provider is only responsible for providing the technical solution of AML identification in the Application in the scope of paragraph 8.2these Terms and Conditions. The Provider shall not be liable for the suitability of the selection of the AML identification method for the specific case of the Customer’s use of the Service, for the failure to perform AML identification in cases where it is required by the AML Act, or for the incorrect evaluation of the Customer’s compliance with the AML Act.

8.7        The Provider shall display information to the Customer in the Application in relation to the Signatory that the AML identification of the Signatory has been performed in the last two years in accordance with paragraph 8.2these Terms and Conditions. The Customer acknowledges that the information about the AML identification made pursuant to this paragraph 8.7the Terms and Conditions is for information purposes only and the decision as to whether to make an AML identification of the Signatory rests solely with the Customer.

9.          RESTRICTIONS

9.1        The Customer is not entitled to provide or resell the Services or their outputs to third parties, whether in their original or modified form, unless the Contracting Parties agree otherwise.

9.2        The Customer is not entitled to provide to third parties, on the basis of data obtained through the Services, performance similar to the Services under these Terms and Conditions, unless the Contracting Parties agree otherwise. For the purposes of this paragraph, neither Users nor Signatory shall be deemed to be third parties.

10.        PRICE AND INVOICING

10.1     The price of Services and Extended Support are set out in the Price List. The Price List includes prices inclusive of value added tax (VAT). The amount of the Implementation Price is set out in the Contract.

10.2     The Customer may choose to pay for the Services by credit or subscription. These forms of Payment Method are determined by the Customer by negotiation in the Contract or by settings in the Application.

10.3     In case of payment in the form of credits, the price of the Services shall be determined according to the price of credits set out in the Price List.

10.4     In the case of payment by subscription, the price of the Services for the Invoicing period shall be determined according to the variant of the subscription purchased at the price set out in the Price List.

10.5     The price for the provision of Extended Support for the Invoicing period shall be determined according to the variant of the Extended Support purchased as set out in the Price List.

10.6     The Contract may provide for a different credit price, subscription rate and Extended Support price.

10.7     In the event of termination of this Contract during the term of the Subscription pursuant to paragraph 10.4these Terms and Conditions or the term of the Extended Support pursuant to paragraph 10.5 these Terms and Conditions, the price for such Subscription or Extended Support for that Invoicing period shall not be refunded.

10.8     The Provider shall be entitled to payment of the Implementation Price at the moment of conclusion of the Contract.
Until payment of the Implementation Price, the Provider shall not be obliged to make the Services available and provide them to the Customer.

10.9     The price for the provision of the Service will be charged from the date the Service is ordered by the Customer.

10.10   The price for the Extended Support is set as a flat rate per Invoicing period.

10.11   Invoices for the provision of the Services paid in the form of credits are issued at the time of ordering the Services on the Application. Invoices for Subscription Services and Extended Support are issued in advance for Services and Extended Support provided in the upcoming Invoicing period, generally by the 15th day of the preceding Invoicing period.

10.12   All Invoices are due within 14 days of their issue by the Provider.

10.13   Invoicing shall be performed electronically and the Provider shall immediately make the issued Invoices available to the Customer via the Application and at the same time send them by e-mail via the addresses of the Contracting Parties specified in the Contract.

10.14   All payments under the Contract shall be paid by bank transfer to the Provider’s bank account indicated on the Invoice.

10.15   The amounts are deemed to be paid from the moment they are credited to the bank account indicated on the Invoice.

10.16   In the event that, after the invoice is issued, the Customer discovers a discrepancy between the value of the volume of Services provided and the value stated in the Invoice, the Customer is entitled to reproach the Provider without undue delay via the Application.

10.17   In the event that the Customer is in default with the payment of the Invoice, the Provider is entitled to contractual interest on late payment at the rate of 0.05% of the unpaid amount for each day of delay.

10.18   The price of Services and Extended Support may be changed based on a change to the Price List pursuant to Article 17these Terms and Conditions. The Provider is entitled to change the Price List upon at least 1 months’ notice.

11.        DATA AND PERSONAL DATA PROTECTION

11.1     The Provider shall process the following categories of Personal Data (including automated processing) for the Customer in the performance of the Contract only to the extent necessary to achieve the following purposes:

a)      identifying Users and enabling the use of the Application; for this purpose, Personal Data is processed pursuant to paragraph 11.2(a)and b)these Terms and Conditions;

b)      completing the headers of documents created and closed; for this purpose, Personal Data is processed pursuant to paragraph 11.2(b)these Terms and Conditions;

c)      authentication of Users and Signatories and signing of documents; for this purpose, Personal Data is processed pursuant to paragraph 11.2(a), (b), (c)and (d)these Terms and Conditions;

d)      archiving documents and other data for the Customer; for this purpose, Personal Data is processed in accordance with paragraphs a), b), c)and d)of these Terms and Conditions.

11.2     The categories of Personal Data are:

a)      identification data, in particular name, surname, date of birth, year number or registration number;

b)      contact details, in particular an email or delivery address;

c)      bank account details, in particular account number or credit card information; and

d)      Personal data contained in signed documents.

always according to the nature of the Services used and to the minimum extent necessary.

11.3     Data Subjects are Users, Signatories or other persons whose Personal Data is contained in the signed documents.

11.4     The Customer acts as the controller of the Personal Data and the Provider as its processor.

11.5     The Provider shall process Personal Data solely on the basis of the Customer’s instructions given in these Terms and Conditions and through the use of the Application, including with respect to the transfer of Personal Data to a third country or an international organization, unless such processing is already required by the law of the Union or a Member State applicable to the Provider; in such case, the Provider shall inform the Customer of this legal requirement before processing, unless such legislation prohibits such information for important reasons of public interest; for the avoidance of doubt, the Customer hereby instructs the Provider to process the Personal Data in accordance with this Contract.

11.6     The Provider shall ensure that its employees or other persons authorised to process Personal Data are trained on the Provider’s obligations and shall oblige them to maintain confidentiality in relation to Personal Data.

11.7     The Provider further undertakes to:

a)      taking into account the nature of the processing, to assist the Customer through appropriate technical and organisational measures, where possible, to comply with the Customer’s obligation to respond to requests to exercise the rights of data subjects;

b)      assist the Customer in ensuring compliance with the Customer’s obligations, ensure the level of security of processing, report personal data breaches to the supervisory authority and, where applicable, to data subjects, assess the impact on the protection of personal data and carry out prior consultation with the supervisory authority, taking into account the nature of the processing and the information available to the Provider;

c)      enable the Customer to audit the technical and organizational measures implemented by the Provider to secure personal data, not more than once per calendar year for a maximum of 2 person-days;

11.8     For the provision of assistance according to paragraph 11.7, the Provider is entitled to payment for the time spent at an hourly rate of CZK 2,500 excluding VAT.

11.9     A list of other processors used by the Provider to process personal data for the Customer is available on the Provider’s website. The Customer grants the Provider general consent to the involvement of other additional processors.

11.10   In the case pursuant to paragraph 11.9of these Terms and Conditions, the Provider undertakes to inform the Customer of any intended changes regarding the acceptance of additional processors and thus provide the Customer with the opportunity to object to such changes. The Provider shall notify the Customer of the intended changes or substitution of additional processors in the manner set out in paragraph 17.1these Conditions and the Customer shall have the same rights as in the case of changes to the Conditions to exercise its right to object to the involvement of such processors. Any additional processor will be subject to the same obligations to protect Personal Data as set out in these Terms and Conditions, in particular to provide sufficient guarantees to put in place appropriate technical and organisational measures so that the processing complies with the requirements of the applicable law

11.11   In the event of termination of the Contract, the Provider is obliged to delete all Personal Data in electronic form processed by the Provider for the Customer within a reasonable time after termination of the Contract, unless the Contracting Parties agree otherwise. The Provider shall not be obliged to destroy the Personal Data if the law of the Union or a Member State requires the storage of the Personal Data in question, of which the Provider shall inform the Customer without delay. For the avoidance of doubt, the Contracting Parties state that the obligation to destroy Personal Data pursuant to this paragraph shall not apply if the Provider has another legal ground for processing in relation to such Personal Data.

11.12   The Provider declares that, based on its obligations under data protection legislation, it has adopted and will maintain adequate technical and organisational measures to ensure the security of Personal Data to prevent unauthorised or accidental access to Personal Data, accidental or unlawful destruction, loss, alteration or unauthorised disclosure, at its discretion and taking into account the state of the art.

11.13   In particular, the Provider has adopted and maintains the following measures to ensure the level of security:

a)      ensuring that natural persons authorised to use systems for automated processing of Personal Data have access only to Personal Data corresponding to the authorisation of such persons, on the basis of a user authorisation established exclusively for such persons;

b)      performing encryption and/or anonymisation of Personal Data;

c)      the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;

d)      the ability to restore the availability of Personal Data;

e)      a process for regularly testing, assessing and evaluating the effectiveness of the processing security measures in place;

f)      the ability to protect the integrity of communications networks;

g)      antivirus protection and unauthorised access control;

h)      secure data transfer;

i)      only authorized persons of the Provider have access to the Personal Data;

j)      the physical security of the Personal Data processed and stored is ensured.

11.14   The Customer declares that it has familiarised itself with the measures referred to in this Article and that, taking into account the state of the art, the cost of implementation, the nature, scope, context and purposes of the processing, as well as the differently likely and differently serious risks to the rights and freedoms of data subjects, these measures constitute sufficient safeguards appropriate to the risk involved.

11.15   In the event that the Provider detects a breach of security of Personal Data, it shall report it to the Customer without undue delay, no later than within 36 hours. The Provider is further obliged to keep records of all Personal Data breaches and the corrective measures taken.

11.16   The Provider may also, as an independent controller, process Personal Data of Users, Signatories or other persons on the Customer’s side for its own purposes. This includes, in particular, maintaining and managing the User Profile, ensuring the functionality, stability and development of the application, keeping internal records and managing the database of User Profiles, sending service and marketing communications and protecting the Provider’s rights. The Provider processes Personal Data for these purposes only on the basis of sufficient legal grounds and also fulfils other obligations arising from generally binding legal regulations.

12.        MILKING

12.1     The Contracting Parties hereby declare and confirm that the information contained in the Contract, these Conditions and any other technical and commercial information obtained from the other Contracting Party or cooperating third parties in connection with the performance of the Contract, whether during the performance of the Contract, prior to the conclusion of the Contract or after the termination of the Contract, is of a confidential nature and therefore the Parties shall keep such information confidential and shall not disclose or make such information available to any third party.

12.2     Irrespective of the form in which the information is expressed, Confidential Information includes all information provided by the Parties relating to the Contract and its performance or to either Contracting Party, in particular:

a)      information about its business, financial condition, products, services and prospects, technical data, procedures and methodologies, in particular security procedures and methodologies, or employees;

b)      information that is protected by generally binding legal regulations, in particular as trade secrets or intellectual property;

c)      information that a Contracting Party designates as confidential; and

d)      information which, if disclosed or otherwise made available to third parties in an unauthorised manner, could be prejudicial to the Contracting Party providing the information.

12.3     A Contracting Party may use Confidential Information of the other Contracting Party and disclose it to third parties used in the performance of the Contract or to attorneys, employees, corporate bodies or members thereof, provided that the person or entity to whom the Confidential Information is to be disclosed is bound by a sufficient contractual or legal duty of confidentiality with respect to the information disclosed, at least to the extent that the Contracting Party is bound by these Terms and Conditions, and by the obligation to use it only for the purposes set forth in these Terms and Conditions.

12.4     In particular, each Contracting Party undertakes in relation to Confidential Information:

a)      to protect all confidential information of the other Contracting Party of which it is aware;

b)      not to use confidential information for your own benefit or for the benefit of a third party;

c)      handle all data carriers containing Confidential Information in such a way as to prevent the leakage of the Confidential Information contained therein and take appropriate technical and organisational measures to this end;

d)      bring to the attention of the other Contracting Party facts indicating a possible leakage of confidential information or inadequate measures to ensure the security of such information.

12.5     The protection of information does not apply where:

a)      The Contracting Party shall demonstrate that such information is publicly accessible without such accessibility being caused by the Contracting Party itself;

b)      A Contracting Party shall demonstrate that it had access to such confidential information prior to receiving it from the other Contracting Party, even if prior to the effective date of the Contract, and that it did not obtain access to the relevant information by unlawful means;

c)      a Contracting Party obtains the written consent of the other Contracting Party to whom the information relates to disclose the information; or

d)      the disclosure of such confidential information is required by law or by a binding decision of a competent public authority. If so, the disclosing Contracting Party shall inform the other Contracting Party that the confidential information is to be or has been disclosed, unless prevented by a legal obligation or a binding decision of an authorised authority.

12.6     The obligation to maintain the confidentiality of information within the meaning of this Article 12of these Terms and Conditions shall survive the termination of the Contract and shall continue for a period of 5 years from the date of termination of the Contract.

12.7     Notwithstanding any other provisions of this Article 12Terms and Conditions, the Provider is entitled to refer to the provision of Services to the Customer as its reference within the scope of the Customer’s designation, its logo and the scope of the Services provided.

13.        COMMUNICATION AND DATA PROVISION

13.1     After the conclusion of the Contract and making the Application available to the Customer, communication between the Parties may take place electronically via the Provider’s e-mail address listed on the website www.signi.com and the Customer’s e-mail address listed in the Contract or when registering in the Application.

13.2     The Contracting Parties shall notify each other of any change in the contact persons or their contact details through such contact persons or the Support Centre.

13.3     The Contracting Parties shall communicate and the Basic Support, Extended Support and Services shall be provided in Czech and English.

14.        LIABILITY AND COMPENSATION

14.1     Each of the Contracting Parties shall be obliged to compensate the other Contracting Party for the damage caused, within the framework of the applicable legislation and the Contract.
Both Contracting Parties undertake to use their best endeavours to prevent damage and to minimise the damage incurred.

14.2     The Contracting Parties agree that the liability of a Contracting Party for any damages resulting from any breach of the Contract by a Contracting Party shall be limited to an amount equal to 100% of the amounts paid by the Customer during the preceding 12 months of the Contract (or 100% of the amounts paid during the Contract if the Contract has been in force for less than 12 months), but not to exceed 200,000 CZK, and that the aggregate liability of the Contracting Party for damages arising from all breaches of the Contract by the Contracting Party shall be limited to 100% of the amounts paid by the Customer during the term of the Contract, up to a maximum of 200,000 CZK.

14.3     The Provider shall not be responsible for the Customer’s proper selection of Services from its portfolio, the suitability of the relevant Services for the Customer, the suitability of such Services for the Customer’s needs, the suitability of the Services for the purposes intended by the Customer or the fulfilment of the Customer’s requirements or expectations.

14.4     The Provider is not responsible for:

a)      the content and the content and formal correctness of the documents uploaded to the Application by the Customer or User;

b)      the content of the Templates, which the Customer is always obliged to independently review and verify its suitability;

c)      the adequacy and correctness of the User’s modification of the Templates, nor for the fact that the User uses a Template adequate for the given business case;

d)      the information contained in the imported documents and for the information added to the Templates by the User or for any changes made by the User to the Templates;

e)      the correctness of the Templates integrated into the Application at the express request of the User and supplied by the User to the Provider;

f)      Users’ capacity to enter into any contract with a counterparty or for the capacity to sign a document, and the User acknowledges that before entering into any contract or signing a document, the User shall sufficiently verify the other party’s capacity to enter into such contract or sign such document.

14.5     The Provider shall not be liable for achieving performance parameters of the Services, outputs or results other than those expressly agreed in the Contract or these Terms and Conditions. Similarly, the Provider shall have no obligations to the Customer or any third party involved on the Customer’s side unless expressly stated in the Contractor these Terms and Conditions.

14.6     The parties shall not be liable to each other for loss of profit, non-pecuniary damage or loss of income.

14.7     The limitations in paragraphs 14.2to 14.6of these Terms and Conditions do not apply to damage caused intentionally and through gross negligence, as well as damage caused to natural rights.

14.8     Neither Contracting Party shall be obliged to compensate for damage caused by the breach of its obligations under the Contract if it has been prevented from fulfilling them by any of the obstacles precluding the obligation to compensate for damage within the meaning of Section 2913(2)OZ.

14.9     The Contracting Parties undertake to notify the other Contracting Party without undue delay of any impediments to the proper performance of the Contract that preclude the obligation to compensate for damages. The Contracting Parties undertake to make reasonable efforts to avoid and overcome the obstacles to the obligation to indemnify.

15.        DURATION AND TERMINATION

15.1     The Contract shall enter into force and effect on the date of its signature by the last Contracting Party.

15.2     The contract is concluded for an indefinite period.

15.3     The Contracting Parties may terminate the Contract without giving any reason, with a notice period of one month starting from the first day of the calendar month following the month in which the notice was delivered to the other Contracting Party.

15.4     The Provider may withdraw from the Contract only in the event of a material breach of the Contract by the Customer, in particular if:

a)      The Provider shall suspend the provision of the Service in accordance with paragraph 7.6of these Terms and Conditions and the reasons for such suspension shall not cease within 15 days;

b)      The customer is in default on its outstanding obligations for more than 30 days; or

c)      the Customer’s statement made under paragraph 18.6of these Terms and Conditions is false or if the Customer’s undertaking set out in paragraph 18.7of these Terms and Conditions is breached.

15.5     The Customer may withdraw from the Contract only in the event of a material breach of the Contract by the Provider. The Provider shall send a notice to remedy at least 30 days before the third occurrence of such breach.

15.6     The parties have agreed to exclude the application of Section 1978(2) CC, which provides that the expiry of the additional time limit for performance shall result in the withdrawal from the Contract without further delay.

15.7     Termination of the Contract shall not relieve either Contracting Party of its obligation to settle its obligations arising from the default and liabilities incurred during the term of the Contract.

16.        SANCTIONS

16.1     In the event of a breach of the restrictions set out in Article 9of these Conditions by the Customer, the Provider shall be entitled to a contractual penalty of CZK 100,000 for each individual breach of such obligation.

16.2     In the event of a breach of the obligation of confidentiality by one of the Contracting Parties pursuant to Article 12hereof, the other Contracting Party shall be entitled to a contractual penalty of CZK 200,000 for each breach of such obligation.

16.3     Contractual penalties and/or interest on late payment shall be due on the 15th day following the date of receipt of a written demand for payment by the obliged Contracting Party, unless a longer period is specified in the demand.

16.4     Unless otherwise specified below, payment of any agreed contractual penalty shall not relieve the obliged Contracting Party of its obligation to fulfil its obligations, including the obligation to compensate for damages.

17.        ADJUSTMENTS TO THE SCOPE OF SERVICES AND THE CONTRACT

17.1     The Provider shall have the right to update or modify these Terms and Conditions and any other attachments to the Contract. The Provider is obliged to notify the Customer of such changes, including the effective date of such changes, in writing no later than 1 month before the change becomes effective.

17.2     If the Customer does not agree to a change to the Terms and Conditions or to a document referred to in the Terms and Conditions which is not justified by a corresponding change in legislation that has occurred during the term of the Contract, the Customer shall be entitled to terminate the Services affected by such change; such termination shall be effective on the date on which the change becomes effective pursuant to paragraph 17.1the Contracting Parties agree otherwise. If the Customer fails to properly inform the Provider of its disagreement with a change that has been duly notified to it, then by its failure to do so the Customer accepts the change.

17.3     The Provider is entitled to change the Application. The Provider shall inform the Customer about changes to the Services Interface.

18.        FINAL PROVISIONS

18.1     The retention period of the signed document in the Application pursuant to paragraph 7.2these Terms and Conditions shall apply from 1 September 2021. In the case of Contracts concluded before the effective date of these Terms and Conditions and signed transactions executed before 1 September 2021, the two-year retention period of signed documents in the Application shall apply.

18.2     The Customer declares that if he/she is a natural person, he/she concludes the Contract in connection with his/her business.

18.3     Any amendments and additions to the Contract beyond Article 17of these Terms and Conditions may be made only after full agreement has been reached on the content of the amendment or supplement. The Contracting Parties exclude the possibility of concluding an addendum without agreement on all the particulars pursuant to Article 1726 CC. The Parties also exclude the application of the provisions of Section 1740(3) CC and Section 1757(2) CC.

18.4     The Contract and all rights and obligations under or in connection with the Contract shall be governed by the laws of the Czech Republic.

18.5     In the event that the Contract, these Terms and Conditions and any other document referred to in the Contractor these Terms and Conditions are inconsistent to any extent, then the following order of priority of documents shall apply:

1.  Contract;

2.  these Terms and Conditions;

3.  other documents.

18.6     The Customer declares that it is not bankrupt or in liquidation or subject to insolvency proceedings as of the date of conclusion of the Contract.

18.7     The Customer is obliged to inform the Provider of its bankruptcy or threatened bankruptcy, the commencement of insolvency proceedings against it or the execution or judicial enforcement of a decision ordered in relation to its property or the threat of such a state (the issuance of a decision that in all likelihood will not be complied with by the Customer), within 5 days of the moment when the Customer became or could have become aware of this fact.

18.8     The Contract shall be binding on both Contracting Parties and their successors in title.

18.9     The Contracting Parties shall not be entitled to assign their claims under the Contract to third parties without the prior written consent of the other Contracting Party.

18.10   If any provision of the Contract, these Terms and Conditions or any other document referred to in the Contract or these Terms and Conditions is or becomes in the future invalid, ineffective, void or unenforceable, or is found to be so by any competent authority, the remaining provisions shall remain in full force and effect, unless by the nature of such provision or its contents or the circumstances, in which it is made, that it cannot be severed from the other contents of the Contract, these Terms and Conditions or any other document, the Contracting Parties shall replace the invalid, ineffective or unenforceable provision without undue delay by another provision which corresponds in substance and intent most closely to the original provision and to the Contract, these Terms and Conditions or any other document as a whole

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