The Business Terms and Conditions
In force and effect from 28 January 2015
The Business Terms and Conditions (BTC) for the services and products provided by Effectix.com, s.r.o.
1. GENERAL PROVISIONS
1.1. Effectix.com, s.r.o., seated at U Nesypky 1255/3, 150 00, Prague 5, ID 28512669, registered in the Commercial Register maintained by the Municipal Court in Prague, section C, file 147031 (hereinafter referred to as the “Provider”) is a provider of services in the field of internet and advertising and other services stated on the website www.kookai-web.com.
1.2. The Customer is a natural person or legal entity that is either a direct customer (the end recipient of services) or an advertising or media agency requesting any of the Provider’s services.
2. ORDERING OF SERVICES
2.1. The services shall be provided on the basis of a written, fax or e-mail order or contract. If services are provided under a contract made otherwise than in writing, the contract is deemed made only at the time of payment of the advance (pro-forma) invoice issued by the Provider. The minimum amount of an order is CZK 500.00 net of VAT.
2.2. The order becomes binding on the Provider at the moment of its written acceptance. Acceptance in the form of an e-mail or fax message is also deemed to be written acceptance. Upon the Provider’s acceptance of the order or, where the contract was not made in writing, upon the Customer’s payment of the advance invoice, the service contract is made between the parties. Commencement of the provision of services is subject to the fulfilment of the agreed payment terms and conditions or other conditions stated in the contract.
2.3. Each order must contain: ID of the Customer; VAT ID of the Customer; address of the registered office of the Customer; postal address of the Customer if different from the address of the registered office; contact person; telephone; fax; e-mail; service specification; service type, date of the service provision, and price.
2.4. All documents and materials necessary for the provision of services must be provided by the Customer to the Provider no less than 3 business days prior to the date of commencement of the service provision. In the period from making the contract between the Provider and the Customer to the end of the provision of services, the Customer is obliged to provide the Provider with every assistance necessary for due provision of the agreed services.
2.5. The Provider reserves the right to refuse, suspend and/or cancel the provision of services if:
2.5.1. the documents provided do not comply with the Provider’s requirements or do not comply with these General Business Terms and Conditions;
2.5.2. the documents were not provided at least 3 business days prior to the commencement of the service provision;
2.5.3. the Customer’s requirements are inconsistent with good morals or ethical principles and/or pose a threat to the public order;
2.5.4. the quality, form or content of the required service does not comply with the standards or legitimate interests of the Provider;
2.5.5. the Customer’s payment of the price for the provision of the Provider’s services is delayed.
3. PROVISION OF SERVICES
3.1. When performing a contract, the Provider may use third parties (subcontractors); however, the Provider shall hold liability for the performance of the contract as if the Provider performed the contract by itself.
3.2. When providing services, the Provider may act even without instructions from the Customer. However, the Provider may request instructions from the Customer at any time. In such case, the Provider may interrupt the provision of services until receiving the instructions. The Provider’s liability for damage or non-material harm incurred by the Customer is excluded if the Provider acted in accordance with the Customer’s instructions.
3.3. All copyrights to the works created while performing the contract shall belong to the Provider. The Provider shall provide the Customer with a non-exclusive and non-assignable licence to use such works for the Customer’s internal purposes. If the price of the licence is not stated separately in the order or contract, it is included in the price for the provision of services.
3.4. The Customer gives consent to the publication of the company’s name and logo, examples of outputs of the Provider’s activity or URL address in the Provider’s references. If the Customer requests its exclusion from references for serious reasons, the Provider shall do so.
3.5. The Customer undertakes to comply with the rules of secure computer use when working with products of the Provider and the Provider’s subcontractors. If the Customer fails to comply with such rules, the Customer will lose the entitlement to exercise rights arising from defective performance and will not have the right to demand any compensation for damage or non-material harm from the Provider.
3.6. The total liability of the Provider for damage or non-material harm arisen in connection with the provision of services is limited to the sum equal to twice the price of such services (net of VAT). However, the Provider shall not hold liability for any loss or distortion of data, loss of profit, loss of business opportunities and for any indirect or consequential damages.
3.7. The right to claim compensation for damage or non-material harm shall become time-barred one (1) year after the day when the right could have been exercised for the first time.
3.8. Unless expressly agreed otherwise, the Provider shall provide services solely to the Customer. The Provider shall not hold liability for any harm incurred by third parties. If any claims are raised by a third party against the Provider in connection with the provision of services, the Customer is obliged to compensate the Provider for all damage and other harm incurred by the Provider in connection with such claims.
4. FINANCIAL TERMS AND CONDITIONS
4.1. The Provider may require an advance or full prepayment of the price. The amount concerned must be credited to the Provider’s account no later than five (5) business days prior to the commencement of the service provision. If the payment is not credited to the Provider’s account in a due and timely manner, the Provider is not obliged to provide the service.
4.2. Where payments have been duly made under a payment schedule (which is not a tax document under Section 31 of the VAT Act) that forms part of the contract, the tax documents (invoices) shall be issued within 14 calendar days from the date of the payment receipt. The date of service delivery and the date of taxable performance shall mean the date of the payment receipt or the last day of the service provision under the contract, whichever comes first.
In accordance with Section 21(8) of the VAT Act, in cases when the Service Contract is made for a period exceeding 12 months, the last day of the 12th calendar month shall be deemed to be the date of the service delivery and the date of the taxable performance. The invoice (tax document) shall be issued within 14 calendar days from the date of the taxable performance.
4.3. A payment is deemed duly made if it was made in the amount set forth in the respective contract (order) and under the variable symbol stated in the respective contract (order).
4.4. The prices of services are stated net of VAT. VAT in the amount according to the legal regulations in effect shall be added to the prices of services.
4.5. A usual term for payment of invoices is 14 days. In the event of a delayed payment of invoices, the Provider may charge to the Customer the interest on late payment in the amount of 0.05% of the sum due for each day or fraction thereof of delay.
5. TERMINATION OF THE CONTRACT
5.1. Termination of the contract: If the Customer wishes to cancel an order already confirmed or a contract already signed, the Customer may terminate the contract upon a one-month notice. The notice period shall begin on the first day of the month following the Provider’s receipt of the termination notice.
5.2. Withdrawal from the contract: If the Customer’s payment of the price for the services or any other payment is delayed, or if the delivery of necessary documents or the provision of any other assistance by the Customer is delayed, the Provider may withdraw from the contract at any time.
5.3. Any contracting party may withdraw from the contract at any time in the event of bankruptcy or imminent bankruptcy of the other contracting party, in the event of insolvency proceedings against the other contracting party or in the event of entry of the other contracting party into liquidation.
5.4. Termination of the contract does not affect the Provider’s right to be paid for the services provided during the term of the contract. If the contract is terminated by the Customer or for reasons on the Customer’s part and the Provider has not become entitled to be paid the price of some services, the Provider may also require reimbursement of the costs incurred for the provision or the preparation for the provision of such services.
5.5. Termination of the contract shall not affect the effect of such provisions that, given their nature, are to bind the contracting parties even after termination of the contract.
6.1. Where the defective provision of services results from reasons on the Provider’s part, the Customer may require a reasonable discount in the complaint procedure. The Customer shall not be entitled to a reasonable discount if the Customer was aware of the defect of the service as early as before the provision of the service or if the defect of the service was fully or partially caused by the Customer, e.g. by giving inappropriate instructions or failing to provide necessary assistance.
6.2. The Customer must file a complaint in writing to the address of the Provider’s registered office, Provider’s fax or Provider’s contact e-mail (firstname.lastname@example.org). The complaint must be filed within 3 days from the day when the defect could have been detected by the Customer if exercising due care, but no later than within 6 months from the service provision. Upon expiry of any of such terms the Customer’s right to complain about defects of services shall cease to exist.
6.3. The warranty is provided with respect to each product and service for a period under the law. The Provider shall decide on the complaint within 30 days.
6.4. When filing the complaint, the Customer is obliged to state the following information, in particular: the name of the Customer and, as the case may be, the end customer as well, name of the service, order number, agreed date of the service provision, and a detailed description of the defect under complaint.
6.5. If a service outage occurs, only such service outage that was caused by the Provider and lasted more than 24 hours is deemed to be a defect of the service.
6.6. Any objections against issued invoices must be sent by the Customer in writing to the address of the Provider’s registered office within 7 days from the delivery of the invoice, and any uncontested amounts shall remain payable. Upon expiry of this term the right to raise objections to invoicing defects shall cease to exist.
7. FINAL PROVISIONS
7.1. The Business Terms and Conditions are supplemented by the conditions set forth for individual products in the “Definition of services offered” on the website http://www.kookai-web.com/en/terms-and-conditions/ or any other website of the Provider.
7.2. The contracting parties undertake to protect all facts and information concerning the other contracting party that will be disclosed to them or that they will learn otherwise in the scope of their mutual relationship (confidential information). The contracting parties undertake, in particular, not to disclose and not to allow disclosure of confidential information to any third party and not to use confidential information for themselves or for a third party otherwise than in connection with the performance of the contract. This shall not apply to the disclosure of confidential information to an extent necessary for the fulfilment of an obligation imposed by a legal regulation or public authority and in cases when confidential information is disclosed to a necessary extent to legal, tax or other expert advisors or subcontractors if necessary for the performance of a contract or for the protection of interests of a contracting party.
7.3. These conditions are drawn up in Czech language.
7.4. The Customer holds full liability for the contents of all documents provided by the Customer and for their compliance with legal regulations and good morals. If the documents provided do not comply with legal regulations and good morals, the Customer shall hold liability to the Provider for all damage and non-material harm caused. The Customer shall also hold liability for the accuracy and completeness of the documents provided.
7.5. The Customer agrees that the statistical data concerning individual elements of its internet marketing may be used by the Provider for the purpose of further anonymous processing. Such data are, in particular, the data from the Google Analytics account, PPC systems, etc.
7.6. Any change of the contract or any agreement that deviates from these General Business Terms and Conditions may only be made in writing. Fax or e-mail messages are also deemed to be in writing.
7.7. These Business Terms and Conditions form an integral part of the contract made between the Customer and the Provider (or the confirmed order, as the case may be). In case of any discrepancy between the contents of the contract (or the confirmed order, as the case may be) and the Business Terms and Conditions, the contract (or the confirmed order, as the case may be) shall always prevail.
7.8. Among other things, all links in the form of click-through links contained in the text of these Business Terms and Conditions form an integral part of these Business Terms and Conditions.
7.9. The contractual relationship between the Provider and the Customer is governed by the laws of the Czech Republic. If Special Contractual Arrangements or Special Business Terms and Conditions are drawn up for any services, the wording of these Business Terms and Conditions shall apply in a subsidiary manner.
7.10. The Provider may amend these Business Terms and Conditions at any time. The Provider is obliged to notify the Customer of such change no less than 15 days prior the effective date of the change. In such case, the Customer may terminate the contract upon a 30-day notice. The termination notice must be delivered to the Provider no later than on the day preceding the effective date of the change. The original wording of these Business Terms and Conditions shall apply until expiry of the notice period.
7.11. These Business Terms and Conditions are in effect from 28 January 2015 and replace the preceding General Contractual Terms and Conditions.