Belinda CZ s.r.o 
support@belinda-cz.com
+420 228 887 715
en

Terms and Conditions

Article 1 DEFINITIONS

The "Copyright Act"

shall mean Act No. 121/2000 Sb. on copyright, on rights associated with copyright, and amending certain laws (Copyright Act), as amended

The "Provider"

means the company BELINDA CZ, s.r.o., having its registered office at: U garáží 1611/1, Holešovice, 170 00 Praha 7, Company Number: 25710699, entered in the Commercial Register maintained at the Metropolitan Court in Prague, file C 63302;

"Price" or "Prices"

shall mean the price of Services and/or Products arranged in a Contract. Price within the meaning of these Commercial Terms and Conditions is also understood to be a license fee within the meaning of Article 5 of these Commercial Terms and Conditions and/or a payment for IT infrastructure maintenance and user support within the meaning of Article 6 of these Commercial Terms and Conditions.

"Website"

means the Provider's website https://www.belinda-cz.com/

"Final Customer"

shall mean a person who purchases or has purchased Services and/or Products from the Partner, not directly from the Provider.

The "Regulation"

shall mean 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, and repealing Directive 95/46/EC (General Data Protection Regulation).

The "Civil Code"

shall mean Act No. 89/2012 Sb., the Civil Code, as amended.

"Order"

shall mean an order of Services and/or Products addressed to the Provider and made by a Customer in any format, in particular in writing, electronically (by e-mail), verbally (for example, by telephone), or tacitly.

The "Commercial Terms and Conditions"

The "Commercial Terms and Conditions" shall mean these Commercial Terms and Conditions of the Provider.

"Personal Data"

shall mean data through which it is possible to directly or indirectly identify a Subject.

"Partner" or "Partners"

shall mean business undertakings that, on the basis of a contractual arrangement with the Provider, offer Services and/or Products to (Final) Customers, in particular, although not exclusively, in their e-shops or using other platforms.

"Partner-Customer" or "Partners-Customers"

shall mean Partners that, when offering Services and/or Products to (Final) Customers, enter into a contract on the provision of Services or the delivery of Products with a Final Customer.

"Product" or "Products"

shall mean all products (including software programs and their part functionalities and updates) which the Provider sells or offers for sale, whether on the Website, through Partners, or otherwise.

"Service" or "Services"

shall mean all services (including the construction and maintenance of IT infrastructure and user support) which the Provider provides or offers to provide, whether on the Website, through Partners, or otherwise.

"Contract"

shall mean a contract on the provision of Services or the delivery of Products entered into under the terms and conditions specified in more detail hereunder in these Commercial Terms and Conditions by and between the Provider and a Customer, irrespective of whether the Customer itself or its Users intend to draw and/or use the Services and/or Products themselves or the Partner intends to sell them onwards to Final Customers.

"Contracting Party" or "Contracting Parties"

shall mean the Provider and/or the Customer.

"Related Party" or "Related Parties"

shall mean a company or other business grouping which comes under the business grouping of the Customer.

"Subject" or "Subjects"

shall mean the natural persons (individuals) whose Personal Data the Customer processes.

"User" or "Users"

shall mean any persons (in particular, representatives, employees, or colleagues of the Customer and/or of Related Parties) whom that Customer and/or those Related Parties allow to draw Services and/or use Products or have access to such Services and/or Products.

"Vis major"

shall mean the period of time for which circumstances persist which preclude liability by law or according to these Commercial Terms and Conditions, in particular in cases such as: strike, epidemic, fire, natural disaster, mobilisation, war, uprising, embargo, prohibition of transfer, administrative restriction for which a Contracting Party is not culpable (for example, the revocation of a licence or attestation), terrorist, cybernetic, or hacker attack, internet outage, etc.

"Customer"

shall mean a business undertaking with which the Provider intends to enter into, enters into, or has already entered into a Contract.

"PDPA"

shall mean Act No. 110/2019 Sb. on personal data processing, as amended.

Article 2 APPLICABILITY OF THE COMMERCIAL TERMS AND CONDITIONS

2.1. These Commercial Terms and Conditions regulate the obligations which arise from Contracts, whereby they apply to all relationships established in them.

2.2. These Commercial Terms and Conditions also regulate certain obligations arising from contractual arrangements negotiated between the Provider and its Partners.

2.3. These Commercial Terms and Conditions further regulate the rights and obligations of all persons in relation to the use of the Website.

2.4. All provisions of these Commercial Terms and Conditions are a constituent part of the Contract, unless arranged otherwise. Variant arrangements in the Contract prevail over the provisions of these Commercial Terms and Conditions. The wording of the Commercial Terms and Conditions which is valid and effective at the time of submitting an Order applies to the contractual relationship between the Provider and the Customer, unless these Commercial Terms and Conditions provide otherwise (in particular, Article 14).

Article 3 ENTERING INTO AND THE CONTENT OF A CONTRACT

3.1. A Customer may request Services and/or Products directly from the Provider (for example, on the Website) or from a Partner (for example, using the Microsoft Azure Marketplace platform).

3.2. A Contract is concluded at the time at which the Provider accepts an Order. Unless otherwise provided in these Commercial Terms and Conditions or unless otherwise agreed between the Contracting Parties, an Order must comprise the following particulars:

  • a) The trade name/first name and surname and/or company name of the Customer;
  • b) The address of the Customer's registered office;
  • c) A delivery address for the Customer, if this differs from the address of its registered office;
  • d) A contact person at the Customer;
  • e) A telephone number to the Customer;
  • f) The Customer's e-mail address;
  • g) The Customer's billing address;
  • h) The Customer's Company Number;
  • i) The Customer's Taxpayer Identification Number, if a VAT payer;
  • j) A specification of the requested Services and/or Products (in particular, their designation and the number of units).

3.3. The Provider reserves the right to reject an Order (for example, in the case that it does not comprise all the particulars specified above). The Provider may accept an Order as a whole or only in part. Should the Provider accept only part of an Order, such acceptance is deemed to be a new offer, which the Customer may accept within a time limit of seven calendar days; should the Customer do so in time and without reservations, a Contract is concluded within the parameters of that new offer. Otherwise, such new offer is deemed to have been rejected.

3.4. By entering into a Contract, the Provider undertakes to provide the Customer with the arranged Services and/or Products, in exchange for which the Customer undertakes to pay the arranged Price to the Provider.

Article 4 TERMS AND CONDITIONS OF PRICE AND PAYMENT

4.1. Prices

4.1.1. When entering into a Contract, the Customer is under obligation to pay the arranged Price to the Provider, and to do so before the provision of the Service and/or the delivery of the Product, unless expressly otherwise arranged.

4.1.2. Unless otherwise arranged, the Prices arranged at the time of entering into a Contract shall apply to the single-time provision of Services and/or delivery of Products, whereby for other Services and/or Products (for example, in the case of recurring activity), the Prices effective at the time of providing the Services and/or delivering the Products shall apply.

4.1.3. Unless otherwise arranged, all Prices are stated in Czech koruna (CZK) including VAT.

4.1.4. In the case of delay in the payment of the Price, the Provider may demand that the Customer pay interest on late payment of 0.05% for day for each day of delay.

4.2. Payment of Prices

4.2.1. Unless otherwise arranged, Prices may only be paid by way of credit transfer into the account specified in the issued tax document.

4.2.2. In the case of a single-time delivery of Products and/or provision of Services, Prices are payable as of the time of delivery of any part of the Product or Service to the Customer, into the account specified in the issued tax document.

4.2.3. Unless otherwise arranged and unless a case of a single-time provision of Services and/or delivery of Products, Prices are invariably paid on a monthly basis and in advance, whereby the date of the chargeable event is invariably the final day in the month for which those Prices are paid.

4.2.4. The Customer's obligation to pay the Price is fulfilled at the time at which the relevant amount is credited to the Provider's bank account.

4.3. Rectification of incorrect Prices

4.3.1. The Provider reserves the right to correct Prices before the provision of a Service and/or the delivery of a Product should it ascertain that the Prices are incorrect. In such case, the Provider must inform the Customer of the correct Price, and the Customer must agree with the correction of the Price. Otherwise, the Order is not taken into consideration, and the Provider has the right not to carry out the requested Service and/or not to deliver the requested Product.

4.4. Unilateral adjustment of Prices

4.4.1. The Provider reserves the right to adjust Prices. The Provider may therefore unilaterally change Prices (hereinafter referred to as "New Prices"), whereby it must inform the Customer of such a change in time, meaning a minimum of 30 calendar days before the effective date of the relevant New Prices, on the Website and, at the same time, by sending the New Prices to the Customer's e-mail address. The New Prices replace the previous Prices in full on the date on which they become effective, and become binding on the Customer from that moment. If the Customer does not agree with the New Prices, it may terminate the Contract in writing, without giving any reason, but must do so before the New Prices become effective. Should the Customer terminate a Contract in accordance with the preceding sentence, the Contract is extinguished at the time at which the New Prices become effective.

Article 5 INTELLECTUAL PROPERTY AND THE GRANTING OF LICENCES

5.1. The Customer acknowledges that:

  • a) all Products and other works of copyright used by the Provider in the performance of the Contract (hereinafter collectively referred to as the "Works") are the subject of intellectual property rights, specifically copyrights, and are consequently protected by the relevant legal regulations, in particular the Copyright Act.
  • b) Works might include elements which are the subject of an open-source license; consequently, other terms and conditions over and above these Commercial Terms and Conditions might apply to their use, whereby the Customer agrees that in such case, such other terms and conditions are incorporated into the Contract by way of a simple reference made unilaterally by the Provider.

5.2. The Customer may not use Works if not otherwise specified in these Commercial Terms and Conditions and/or in the Contract.

5.3. By entering into a Contract, the Provider provides the Customer with a (sub-) license (hereinafter referred to as the "License") to use the arranged Products and also, within the scope of the License provided to it, to use other Works, to the following extent:

  • a) a License is provided with unlimited geographical scope, i.e. for the whole world, save countries to which UN Security Council sanctions or European Union sanctions apply;
  • b) a License is only provided for the use of the Works by the Customer and/or its Final Customers or Users;
  • c) a License is provided as non-exclusive;
  • d) a License is provided for a fixed term, namely the duration of the Contract;
  • e) the Provider is due a license fee under the terms and conditions of these Commercial Terms and Conditions for the provision of the License;
  • f) unless otherwise provided in these Commercial Terms and Conditions, the Customer may not, either in full or in part, transfer, assign, sublicence, and/or otherwise provide to any other persons, save its Final Customers or Users in accordance with the Contract and these Commercial Terms and Conditions, the rights which constitute a part of the License.
  • g) The Customer may only use the Works for its own business activities and for the purpose for which the Works are intended, exclusively in accordance with the Contract, whereby the Customer may not change the Works in any way or encroach in any way on any part thereof or on the name or designation of the Provider or the authors and/or the originators of the Works. In particular, the Customer may not reproduce, make public, present in public under its own name, edit, modify, rework, process, complete, combine with another work, and/or incorporate in a collective work the Work and/or any part thereof.

5.4. The Provider reserves the right to block the Customer and/or its Final Customers or Users from access to the Works in the case that they are being used contrary to the Contract, the Commercial Terms and Conditions, or legal regulations. Use of such Works contrary to the Contract, the Commercial Terms and Conditions, or legal regulations is substantial breach of the Contract by the Customer within the meaning of the provisions of Section 2002(1) of the Civil Code.

Article 6 MAINTENANCE OF IT INFRASTRUCTURE AND USER SUPPORT

6.1. If, on the basis of a Contract, the Contracting Parties have arranged maintenance of the IT infrastructure of the (Final) Customer, this shall primarily involve the optimization of its performance, improving its security, and updating it in order to keep it functional. In such case the Provider shall, on the basis of the Contract, provide support to the (Final) Customer or to its Users on business days from 9:00 a.m. to 5:00 p.m. in relation to the use of IT infrastructure, including making minor adjustments in the IT infrastructure, for example texts, and eliminating operational malfunctions of the IT infrastructure.

6.2. The Provider shall carry out maintenance of the IT infrastructure of the (Final) Customer automatically, meaning without any prior request by the (Final) Customer.

6.3. The Provider shall provide user support to the (Final) Customer solely on the basis of a prior request by the (Final) Customer, or Users, whereby all such requests must be reported to the Provider by e-mail at contact address support@belinda-cz.com.

6.4. The (Final) Customer, or User, must invariably state the following in making a request for the provision of user support:

  • a) the specifications of the request;
  • b) the preferred way of dealing with the request;
  • c) when reporting a fault in IT infrastructure also:
    • (i) a detailed description of the fault specifying how and when the fault is manifested;
    • (ii) screen shots of manifestations of the fault;
    • (iii) specification of the User with whom such a defect has been manifested;
    • (iv) the steps which preceded the fault.

6.5. The Provider is not under obligation to fulfil its obligations according to this article of the Commercial Terms and Conditions when a request for the provision of user support is not made in accordance with the preceding paragraph of these Commercial Terms and Conditions.

6.6. The Provider is due remuneration for the maintenance of IT infrastructure and user support under the terms and conditions of these Commercial Terms and Conditions.

Article 7 PERSONAL DATA PROTECTION

7.1. The Customer declares that:

  • a) it is, in relation to Personal Data, a controller within the meaning of paragraph 4(7) of the Regulation and/or a processor within the meaning of paragraph 4(8) of the Regulation and/or another processor within the meaning of paragraph 28(2) and (4) of the Regulation, and therefore bears all liability for the fulfilment of the obligations of a controller or (other) processor of Personal Data within the meaning of the Regulation and PDPA;
  • b) it processes Personal Data in accordance with legal regulations.

7.2. The Contracting Parties declare that, with a view to providing services comprising the provision and management of a data storage site, the Provider shall process Personal Data for the Customer. By entering into a Contract, the Customer and the Provider also enter into a Personal Data Processing Contract, in the wording appended in Annex 1 to the Commercial Terms and Conditions (hereinafter referred to as the "Personal Data Processing Contract").

7.3. The Provider hereby further informs the Customer that, with a view to entering into and performing the Contract, it shall, in accordance with the Regulation and PDPA, process, as a controller, the Personal Data of (i) the Customer, if a natural person (individual), (ii) the Users, employees, and/or other contact natural persons of the Customer (hereinafter collectively referred to as "Contact Persons"), and in certain cases (iii) Final Customers. More detailed information about such Personal Data processing according to Article 13 and Article 14 of the Regulation, including information about the rights of the concerned data subjects, is found in the declaration of the Provider on personal data processing, the current wording of which is published on the website (hereinafter referred to as the "Personal Data Declaration"). The Customer is under obligation to inform its Contact Persons and Final Customers that the Provider shall process their Personal Data in accordance with this provisions of the Commercial Terms and Conditions and the Personal Data Declaration, and to acquaint them with the Personal Data Declaration.

Article 8 LIABILITY IN THE PERFORMANCE OF THE CONTRACT

8.1. The interruption or restriction of performance of the Contract for the reasons specified in the Contract, the Commercial Terms and Conditions, or legal regulations and/or arising from trade practices is not defective performance of the Contract, and in such cases the Customer does not have the right to exercise rights relating to defective performance.

8.2. The Provider shall make reasonable efforts to ensure that its Services and/or Products are continually available, secure, and faultless. However, the Provider does not guarantee the Customer that such Services and/or Products and any individual functionalities or updates thereof shall invariably work without fault, that they shall be continually available, and that their security shall not be compromised, in particular as a result of the intervention of Vis Maior, technical defect, or regular maintenance. The Provider reserves the right to update Services and/or Products, as a result of which they might be temporarily unavailable.

8.3. The Provider reserves the right to arbitrarily change Services and Products at any time or to end their provision and/or delivery. The Provider does not, therefore, bear any liability for loss or damage which the (Final) Customer might incur in consequence of this. The Provider shall inform the Customer of any significant change of or end of Services and/or Products sufficiently in advance, a minimum of 14 calendar days before such a step.

8.4. The Customer assures the Provider that its Final Customers and Users shall also adhere to and fulfil all obligations and commitments to concern the subject-matter of the Contract, and that its Final Customers and Users shall make all declarations in relation to that subject-matter which the Customer makes within the bounds of these Commercial Terms and Conditions and/or the Contract.

8.5. Unless otherwise provided in the Commercial Terms and Conditions or in the Contract, the Provider and the Customer shall cover any loss or damage caused by one Contracting Party to the other Contracting Party during the implementation of the Contract, whereby it stands that invariably only actual, proven loss or damage is covered.

8.6. The obligation of the Provider to pay compensation for damage or loss caused to the Customer and/or to its Final Customers, Users, or other persons in connection with the Contract, including loss or damage arising from the liability of the Provider, is limited to the sum of CZK 100,000 in total (hereinafter referred to as the "Liability Limit"). Any loss or damage (whether actual damage or lost profit) or other claims of the Customer or other persons against the Provider over and above the Liability Limit shall not be covered.

8.7. The obligation of the Provider to pay compensation for damage or loss caused to the Customer and/or to its Final Customers, Users, or other persons in connection with the Contract does not exist:

  • a) should the Customer and/or to its Final Customers or Users fail to fulfil the obligations or commitments arising from these Commercial Terms and Conditions or the Contract;
  • b) when Services and/or Products are used or misused by third parties in an unlawful way or in a way which is contrary to their specification, if the Provider is not culpable for such encroachment and/or access;
  • c) in the case that the Customer becomes obliged or liable as a result of infringement of copyrights to concern the Works.

8.8. The Provider is not under obligation to pay compensation for indirect or subsequent damage or loss caused to the Customer and/or its Final Customers or Users as a result of drawing Services and/or using Products.

8.9. The Customer is liable for loss or damage caused to itself, to the Provider, or to a third party as a result of the fact that it and/or its Final Customers or Users have not provided truthful information and/or provided misleading information.

Article 9 LIABILITY FOR THE USE OF THE WEBSITE

9.1. The content of the Provider's Website (all texts, including Commercial Terms and Conditions, photographs, images, logos, software, etc.) is protected either by the Provider's copyrights or by the rights of other parties. This content may not be altered, copied, reproduced, disseminated, or used for any other purpose by any person without the consent of the Provider or of the holder of copyrights. Primarily, it is prohibited to make the photographs and texts located on the Website accessible, for free or in exchange for payment, without the consent of the Provider.

9.2. The Provider is not liable in any way for errors arising in consequence of encroachments by third parties on the Website or in consequence of the use thereof by such parties contrary to their specifications.

9.3. Should the Customer and/or its Final Customers or Users commit any unlawful or unethical action when using the Website or breach the Commercial Terms and Conditions, the Provider may restrict, suspend, or end their access to the Website, without any compensation. In such case the Customer is further under obligation to duly satisfy the Price conditions arranged in the Contract and to pay full compensation for loss or damage provably incurred as a result of the action of the (Final) Customer or the Users according to this paragraph.

Article 10 CONTRACTUAL PENALTY

10.1. Should the Customer and/or its Final Customer or User breach any of the obligations or commitments specified in Article 5 of these Commercial Terms and Conditions, the Provider of the service may demand that the Customer pay a one-off contractual penalty of CZK 100,000 for each individual breach, and another contractual penalty of CZK 100,000 for each commenced calendar day for which such breach lasts. This provision does not affect the right of the Provider of services to compensation for loss or damage in an amount which exceeds the contractual penalty.

Article 11 SPECIAL PROVISIONS TO CONCERN PARTNERS-CUSTOMERS

11.1. Should a Partner-Customer enter into a contract on the provision of Services and/or the delivery of Products with a Final Customer, it is, within the bounds of that contract, under obligation to contractually bind that Final Customer to fulfil all obligations and commitments of (Final) Customers arising from these Commercial Terms and Conditions, in particular, although not exclusively, the licensing conditions specified in Article 5 of these Commercial Terms and Conditions.

11.2. A Partner-Customer may, in full or in part, sublicence the rights constituting part of a License within the meaning of Article 5 of these Commercial Terms and Conditions to Final Customers, whereby such Final Customers may not, either in full or in part, transfer, assign, or sublicence the rights constituting part of that License to another person and/or provide them to another person, save its Users in accordance with the Contract and these Commercial Terms and Conditions.

11.3. If payment of the Price of Services and/or Products into the Provider's bank account has been arranged in the contract entered into by and between a Partner and a Final Customer within the meaning of the provisions of paragraph 11.1 of these Commercial Terms and Conditions, it stands that such payment entails the Price paid to the Provider by the Partner-Customer in accordance with the Contract entered into by and between the Provider and that Partner-Customer as of the instant of crediting into the Provider's bank account.

Article 12 CONFIDENTIALITY

12.1. The Contracting Parties undertake that all information of a fundamental nature which they obtain in connection with the Contract and which is of a technical, financial, or other commercial nature is subject to the obligation of confidentiality and may not be provided to third parties. Further, the Contracting Parties may not use such information for purposes other than those specified in the Contract. The arrangements regarding confidentiality contained in this paragraph do not apply to information of which, in accordance with statutory regulations, the Contracting Parties learned from third parties or which is publicly available or to information which is provided to persons to which the obligation of confidentiality applies directly by law.

12.2. The Contracting Parties shall ensure that their colleagues, representatives, advisors, or other persons having access to the information specified in the preceding paragraph are also subject to the obligation of confidentiality specified in the preceding paragraph.

12.3. A Contracting Party may make public any press release or any public announcement, declaration, or advertisement to concern the content of the Contract only with the prior written consent of the other Contracting Party.

12.4. The Contracting Parties are bound by the obligations specified in this article even following the expiration of the Contract.

Article 13 E-MAIL DELIVERY

13.1. The address for the delivery of electronic mail to the Provider in connection with the Contract and/or its Website is: support@belinda-cz.com.

Article 14 COMMON AND FINAL PROVISIONS

14.1. A Contract is entered into for a term of 12 months, unless otherwise arranged (for example, in the case of a single-time provision of Services and/or delivery of Products). If a Contract has been entered into for a fixed term and neither of the Contracting Parties notifies the other Contracting Party a maximum of 14 days prior to the passing of the time for which the Contract has been entered into that it insists on the termination of the Contract, the Contract is automatically prolonged by 12 months, repeatedly. A Contract for the delivery of Products may be concluded for no longer than the duration of the rights of the Provider and/or its legal successors to those Products within the meaning of the provisions of Section 27(1) of the Copyright Act.

14.2. A Contract may be terminated prior to the passing of the arranged period of time only in the case that generally binding legal regulations, the Contract, and/or these Commercial Terms and Conditions specify as such.

14.3. The Provider may terminate a Contract at any time, with a period of notice of 14 calendar days, commencing on the day which follows the date of delivery of notice of termination to the Customer.

14.4. The Provider may terminate a Contract immediately, without any period of notice, in the case of a final judgment on the bankruptcy of the Customer or in the case that the Customer goes into liquidation, or in the case that a writ of execution or enforcement is ordered on the assets of the Customer.

14.5. The Customer may also terminate a Contract in the case that a Contracting Party terminates a Personal Data Processing Contract, if one has been concluded; in such case the Contract expires at the time at which the Personal Data Processing Contract expires on the basis of the notice of termination referred to.

14.6. A Contract is governed exclusively by Czech law, in particular the Civil Code and the Copyright Act.

14.7. Within the meaning of the provisions of Section 89a of Act No. 99/1963 Sb., the Civil Procedure Code, as amended, the Contracting Parties have expressly agreed that the ordinary court of the first instance according to the registered office of the Provider has venue jurisdiction over the resolution of all disputes arising from a Contract.

14.8. A Contract may only be amended with the agreement of both Contracting Parties; it may be amended in a way other than in writing.

14.9. The Provider may assign a Contract and/or any of its rights or claims arising from a Contract to another person or may pledge such rights or claims, whereby the Customer, by entering into a Contract, agrees with this.

14.10. The Customer may not, without the prior written consent of the Provider, assign a Contract and/or any of its rights or claims arising from a Contract to another person or pledge such rights or claims.

14.11. The Customer assumes the risk of a change of circumstances according to the provisions of Section 1765 of the Civil Code and shall not seek the renewal of negotiations regarding a Contract, not even when a change of circumstances is so fundamental that the change creates a particularly gross disparity in the rights and obligations of the Contracting Parties by disadvantaging one of them either by disproportionately increasing the costs of performance or by disproportionately reducing the value of the subject-matter of performance.

14.12. The Provider may unilaterally offset all of its claims against the Customer, even those which are not yet due, against the claims of the Customer against the Provider, even those which are not yet due.

14.13. Failure to exercise or a delay in exercising any right arising from a Contract does not mean the waiver of that right. No waiver of the rights of either Contracting Party established as a result of any infringement or failure to perform according to a Contract is deemed to be the waiver of rights established as a result of any other infringement or failure to perform a Contract.

14.14. The Customer agrees to electronic communication between the Contracting Parties.

14.15. These Commercial Terms and Conditions are available at the address of the registered office of the Provider and electronically on the Website using the link www.belinda-cz.com.

14.16. The Customer agrees that the Provider may unilaterally amend or supplement the wording of these Commercial Terms and Conditions, in accordance with the provisions of Section 1752 of the Civil Code. An amendment to the Commercial Terms and Conditions according to the preceding sentence is announced to the Customer by way of publication of the new wording of the Commercial Terms and Conditions electronically on the Website, and is valid as of the effective date of the new wording of the Commercial Terms and Conditions.

14.17. Should an individual provision of these Commercial Terms and Conditions and/or a Contract become ineffective, invalid, or impracticable or should these Commercial Terms and Conditions and/or a Contract contain gaps, this shall not affect the effectiveness, validity, or practicability of the other provisions of the Commercial Terms and Conditions and/or the Contract. An ineffective, invalid, or impracticable provision shall be replaced with regulation which matches the economic purpose of these Commercial Terms and Conditions and/or a Contract. The same stands in the case of gaps in these Commercial Terms and Conditions and/or a Contract.

14.18. These Commercial Terms and Conditions enter into force and effect on 01 July 2024.

APPENDIX 1: COMMERCIAL TERMS AND CONDITIONS - PERSONAL DATA PROCESSING CONTRACT

Article 1 The subject-matter, purpose, nature, and duration of processing

1.1. The Customer (hereinafter referred to as the "Controller") and the Provider (hereinafter referred to as the "Processor") have, in accordance with paragraph 28(3) of the Regulation, entered into this Personal Data Processing Contract (hereinafter referred to as the "Processing Contract"), since, on the basis of a Contract, the Provider shall provide the Customer with, inter alia, Services within the bounds of the System; comprising the provision of a customer portal with self-service function for the administration of a data storage site to store data and documentation, including Personal Data, and the provision thereof.

1.2. On the basis of this Processing Contract, the Controller entrusts the Processor with the processing of all Personal Data with a view to performing the Contract.

1.3. Personal Data shall, according to their nature, be processed manually and in an automated manner by the Processor for the period of time specified in Article 9 hereunder.

Article 2 Technical and organizational measures, the bindingness of instructions

2.1. The Processor shall process Personal Data only on the basis of the documented instructions of the Controller, unless the processing of Personal Data is imposed on it by legal regulations.

2.2. The Processor is under obligation to take technical and organizational measures within the meaning of Article 32 of the Regulation, and to do so without delay, in order to ensure the protection of the Personal Data processed pursuant to this Processing Contract, and in accordance with this undertakes to take the following to ensure the protection of Personal Data:

2.2.1. technical measures:

  • a) securing data carriers and data files with Personal Data with a password;
  • b) using legal software and hardware (including authorized data carriers such as USB keys, etc.);
  • c) the protection of the external and the internal environment with network security tools (firewall);
  • d) protection against threats coming from publicly-accessible computer networks (antivirus, protection against hacking);
  • e) the secure storage of physical carriers of Personal Data and preventing unauthorized persons from accessing them;
  • f) the use of encrypted data carriers;
  • g) protection against hacking using the just-in-time approach, delegated authorizations, Multi-factor Authentication (MFA), reliable location, VPN, and encrypted network connections; and

2.2.2. organizational measures:

  • a) the written instruction of authorized persons before execution of the first processing operation with Personal Data; signature of a non-disclosure agreement (NDA);
  • b) determining the procedures which an authorized person is under obligation to follow when processing Personal Data and defining prohibited procedures or operations with Personal Data (for example, creating copies of Personal Data);
  • c) determining the procedure involved in destroying Personal Data (the secure erasure of Personal Data from data carriers, as the case may be the destruction of data carriers and physical carriers of Personal Data);
  • d) recording all security incidents and reporting them to the Controller;
  • e) control work by the Processor aimed at adhering to the security measures taken;
  • f) regulating authorization using the just-in-time approach, which automatically cancels authorization after a certain period of time.

Article 3 The duty to inform

3.1. Should the Processor identify a Personal Data breach, it is under obligation to report this to the Controller without undue delay.

3.2. The Processor is under obligation to notify the Controller in writing without delay when:

  • a) a particular instruction given by the Controller is contrary to legal regulations, in particular those which concern Personal Data protection;
  • b) it ascertains that the Controller is in breach of the obligations imposed on it by legal regulations, in particular those which concern Personal Data protection;
  • c) the technical and/or organizational measures specified above prove to be insufficient, whereby it shall invariably suggest appropriate measures for rectification;

whereby the Processor shall also in such cases cease the processing of Personal Data which would be contrary to legal regulations.

Article 4 The obligation of confidentiality

4.1. The Processor is under obligation to maintain confidentiality with regard to Personal Data and is under obligation to bind all persons that come into contact with Personal Data during the processing of Personal Data on the basis of this Processing Contract (in particular, its employees and person in a similar position) to such confidentiality. The obligation of confidentiality remains in place even following the expiration of this Processing Contract.

Article 5 Sub-processors

5.1. The Processor may involve other processors in the processing of Personal Data (hereinafter referred to as "Sub-processors"). The involvement of each Sub-processor and the replacement of a Sub-processor that is already involved with a new Sub-processor is conditional on the prior discussion of such an intention with the Controller, whereby the Processor shall simultaneously provide the Controller with sufficient opportunity to express objections to such changes. The Controller expressly agrees that the Processor shall, in the case that a Contract concerns the Products or Services of the company Microsoft Ireland Operations Limited, having its registered office at One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, Ireland (hereinafter referred to as "Microsoft"), or other companies from the Microsoft group, involve those companies from the Microsoft group in the processing of the Personal Data of Subjects according to this Processing Contract.

5.2. The Processor is under obligation to ensure that a Sub-processor fulfils obligations when processing Personal Data to the same extent as ensuing for the Processor from this Processing Contract.

Article 6 Ensuring compliance with legal regulations

6.1. The Processor may only process Personal Data for the purposes and to the extent required for the performance of a Contract and of this Processing Contract.

6.2. The Processor is under obligation to prove to the Controller at any time that it is adhering to all obligations imposed on it by this Processing Contract and by the Regulation and PDPA when processing Personal Data.

Article 7 The right of inspection, coaction

7.1. The Processor shall allow the Controller, or a person entrusted by the Controller, to inspect adherence to these obligations on the premises of the Processor. The Controller is under obligation to inform the Processor of its intention to conduct an inspection a minimum of 20 business days in advance.

7.2. The Processor is under obligation to provide all coaction to the Controller or to the person entrusted by the Controller in verifying the processing of Personal Data and the organizational and technical measures used to protect Personal Data.

7.3. The Processor undertakes, to the extent possible, to provide the Controller with coaction in order that the Controller may fulfil its obligation to respond to the requests of Subjects by way of which Subjects exercise their rights, as laid down for them by the Regulation, and to ensure fulfilment of the obligations of the Controller according to Article 32 through 36 of the Regulation.

Article 8 Responsibility and liability for processing

8.1. The Controller is responsible for the processing of Personal Data and is also liable for loss or damage caused by such processing. The Processor is only liable for loss or damage caused by the processing of Personal Data in the case that it has failed to fulfil an obligation imposed on it, as a processor, by legal regulations, or if it has acted beyond the scope of the statutory instructions of the Controller or contrary to them.

8.2. If both the Controller and the Processor are involved in the same processing of Personal Data, the regulation contained in paragraph 82(4) of the Regulation applies, whereby any return of a portion of compensation according to the share of liability of the Contracting Parties for loss or damage proceeds according to paragraph 5 of the same article of the Regulation.

8.3. The Processor is liable to the Controller for fulfilment of the obligations of an involved Sub-processor.

Article 9 The duration and expiration of the Processing Contract

9.1. This Processing Contract has been entered into for the duration of the Contract.

9.2. This Processing Contract may be terminated by agreement or by way of written termination for any reason, or without giving any reason. The period of notice is 2 months, commencing on the first day of the calendar month which follows the calendar month in which notice of termination is delivered to the other Contracting Party.

9.3. In the case of the expiration or termination of this Processing Contract, the Processor is under obligation to surrender all Personal Data to the Controller, or to erase those Personal Data at the instruction of the Controller, unless special law specifies otherwise. The Processor must also erase existing copies of Personal Data, unless legal regulations dictate that it must store the relevant Personal Data.

Article 10 Final provisions

10.1. This Processing Contract is governed by the Regulation, PDPA, and the associated legal regulations of the Czech Republic.

10.2. Any notification and communication according to this Processing Contract shall be done in writing and in the Czech language.