I. Introductory provisions
- Answer Institute s.r.o. (limited liability company), Reg. ID: 06618278, registered office at Purkyňova 649/127, 612 00 Brno – Medlánky, Czech Republic, registered in the Commercial register maintained by the Regional Court in Brno, file no. C 102990, (further in text referred to as a provider) hereby declares that it is a company established under the laws of the Czech republic whose scope of business is production, trade and services other than those listed in annexes 1 to 3 of the Trade Licensing Act. The provider hereby declares that along other activities it develops software solutions for its customers.
- Provider further declares that it is a developer and a sole owner of an online application Lumeer, available at www.lumeer.io which is suitable for creating charts and making analyses (further in text referred to as Lumeer). All economic and moral intellectual property rights are solely owned by the provider.
- These General commercial terms and conditions apply to all relationships created between the provider and its customers by using or in connection with using the Lumeer application.
II. Granting of a basic license
- Provider grants its customers – natural persons and companies (further in text referred to as recipients or recipient in singular) a right to use the Lumeer application on the grounds of a license. In order to become a recipient of a license a natural person shall be at least 18 years old and shall have full legal capacity.
- The license agreement granting a right to use the Lumeer application is concluded between the provider and the recipient in the moment when the recipient finishes its registration through the registration form available at lumeer.io and confirms its registration via its email address. On the grounds of conclusion of the license agreement and subject to these General commercial terms and conditions the recipient is granted a license for an unlimited period of time. The license is granted free of charge.
- The license is granted as non-exclusive, worldwide and perpetual. The license is only granted for the recipient and for an unlimited number of recipient’s devices while in this moment the application can only be used on two recipient’s devices and the recipient can upload up to 2,000 records in the database.
- Provider reserves the right to terminate anytime the license agreement to use the basic version of Lumeer application. In this case the notice period ends on the last day of the month following the month in which the termination notice was sent to recipient’s email address. In this case the recipient can decide to change to a paid version of the application or to no longer use the application.
- Provider also offers business versions of Lumeer application with advanced functions. Different types of business versions of the application are available at www.lumeer.io/pricing.html. Business versions are offered for a charge. In case the recipient decides to change to the business version he shall order the business version in the application and pay a monthly license fee. The business version is always provided for one month from the day of the payment of the license fee.
III. User account and the use of application
- In the moment of entering into the license agreement a user account is created for the use and access of the recipient. The recipient acknowledges that employees of the provider can log into recipient’s user account if it is necessary for administration, improving of the service or in order to help the recipient. Employees shall not in any way use or copy recipient’s data. Employees are bound by confidentiality obligation and by the Principles of Data Protection available here.
- Recipient shall keep the access data confidential and shall not disclose them to any third party. One user account shall be used by one person only.
- Recipient shall not reproduce, rent, lend, distribute or provide the Lumeer application to any third parties. Recipient shall not create any copies of Lumeer application and distribute such copies in any way.
- Recipient shall not use Lumeer in contrary with these licensing terms and instructions of the provider.
- Recipient shall not intervene with the source code of Lumeer in any way, unless agreed otherwise with the provider in each specific case. Lumeer application is designed to be used by businesses as well as consumers.
IV. Use of the software solution Lumeer
- Recipient shall ensure that the Lumeer application is used and operated with proper software and hardware. Provider is not responsible for functionality and availability of the software in case it is not operated on equipment that meets all the minimal requirements. The fact that the recipient does not possess proper equipment shall not affect recipient’s obligation to pay the license fee.
- While installing and using Lumeer application, recipient shall comply with all instructions given to him by the provider, otherwise the provider shall not guarantee functionality and availability of the software.
V. Recipient’s rights and obligations
- When entering into the license agreement subject to Article II. (2) of these General business terms and conditions, the recipient shall disclose only true and exact data. In case of change to the paid business version of the application the user is obliged to pay the license fee for every month of using of the application. The monthly fee is specified in provider’s valid price list available at www.lumeer.io/pricing.html. The license fee shall be due every month on the day which by its date reflects the day of entering into the license agreement (if there is no such day in the month, the license fee shall be due on the last day of the respective month). Payment of the license fee is always done by GoPay paywall.
- Payment of the license fee for the business version of the application can be made once for several months in advance. Provider offers a possibility to pay discounted yearly license fee. The price of monthly and yearly license fees is specified in provider’s valid price list available at www.lumeer.io/pricing.html. After the one-off payment is made, the recipient is granted a license for the respective pre-paid period.
- In case the license fee is not paid dully and on time the provider is entitled to limit or fully block recipient’s user account until all due payments are made. Provider shall not be liable for any damages in relation with the inability to access the saved data.
- Recipient shall use Lumeer logo on its website and in all marketing and advertising materials. Such use is allowed during the whole time the license agreement is in force. The abovementioned does not apply in case the logo is used contrary to good business practices or if false statements regarding cooperation were made. Recipient shall not delete any information regarding ownership, logos or marks from the outcomes of the application.
- Recipient shall not damage provider’s reputation in any way.
- Recipient shall not conduct any activity in contrary to the laws of the Czech republic or principles of morality, or to impede rights of third parties by the use or in relation with the use of Lumeer application. Further recipient shall not in any way disturb operation of the service.
- No other expenses or charges shall apply to recipient in relation with using Lumeer application except for the license fee. Recipient shall not pay any fees in relation to delivery or remote communication except for expenses related to the internet connection. Provider shall not be liable for any taxes or fees that can possibly arise from using the application.
- In case of account misuse or alleged account misuse by a third party or in case of any other security incident, recipient is obliged to notify the provider with no delay by sending an email to firstname.lastname@example.org.
VI. Provider’s obligations
- Throughout the whole license term the provider is obliged to enable the recipient to use Lumeer application if the recipient complies with all obligations defined hereunder.
- Provider shall not be liable for any damage caused by non-availability or defective function of the application due to the use of improper hardware or software, not providing necessary cooperation by the recipient, use of the application contrary to the provider’s instructions, intervention with the source code of Lumeer application, non-availability of sufficient internet access or due to a Force Majeure event. For the purpose of these license terms and conditions a hacker attack is also a Force Majeure event. Further, the provider shall not be liable for any damage caused by any viruses or any other damaging software present in recipient’s or its customers’ device.
- Provider is not liable for lawfulness of data saved by the recipient in the application. Provider is not liable for deletion, alteration, damage, loss or malfunction of saved user data.
- Provider only provides software solution. Provider shall not assume responsibility for processed or saved data by recipient.
- Provider guarantees availability of the service in 99,9% of cases. This guaranteed period does not include time of shutdowns necessary for administration and maintenance of the application and time of pre-planned shutdowns that the recipient was informed about in advance. Maximum shutdown time in one month that the recipient would not be informed about shall be 3600 seconds per month. In case provider exceeds this limit, recipient shall be eligible to 5% discount off the next month’s license fee for each hour of the shutdown or its elapsed part. Discount can be granted up to 100% of month’s license fee. To exercise this right the recipient shall contact the provider by sending an email. The right shall be exercised within 10 days of the incident otherwise it lapses. These guarantees shall not be applicable to licenses granted pursuant to article VII. herein.
- Article 5 shall not be applicable in situations when shutdown was caused by action of the recipient or by a person authorized by recipient, by outage of service necessary for running the application provided by a third party, pre-planned shutdowns announced to the recipient in advance, due to a hacker attack, Force Majeure event, etc. Shutdown is considered to be pre-planned and announced if announced to the recipient by email at least 24 hours before commencement.
- Provider reserves a right at any time to change, expand and update the Lumeer application even without a prior notification.
VII. Termination of a license
- Recipient shall pay the license fee in full amount on time in compliance with Article IV. 2 herein. In case the recipient fails to comply and does not pay the license expires automatically. From this moment the recipient shall no longer use the Lumeer application.
- Provider shall not repay the license fee or its part in case the recipient decides during the license term to no longer use the application – in this case the license fee or its part shall not be repaid to the recipient. If the recipient is late with some part of a license fee payment he shall still be obliged to pay the license fee in full.
- Provider reserves a right to terminate the license agreement in case the recipient infringes any provision herein, especially Article III. (2), (3), (4) and (5) herein or Article V. (2), (6) and (7) herein or if the recipient uses Lumeer logo contrary to the provisions herein. The termination is in effect from the moment of delivery of a termination notice to the recipient. From this moment the recipient shall no longer use the Lumeer application.
- The recipient – as a consumer, has a right to terminate the license agreement within 14 days of its conclusion. To terminate the agreement the recipient shall send a termination notice to the provider to email@example.com. The license is terminated in the moment the termination notice is delivered to the provider. In relation with the termination of the license agreement the consumer shall not incur any other costs besides the internet connection costs. In case the consumer paid the license fee he shall be remunerated by the provider with no delay after the termination is in effect.
- The recipient shall delete his user account anytime during the existence of the agreement. In this case the agreement is terminated on the last day of the month following the month in which the account was deleted – from this day the recipient has no more license rights. In this case the recipient is not eligible for any remuneration of the license fee or its part.
- In case the license rights cease to exist the provider shall use any available technical measures to prevent the recipient from further use of the application.
- In case the recipient uses the paid version of Lumeer application after the license expired, he shall pay a fine of CZK 10,000 for each such use. Payment of the fine does not affect provider’s right to claim damages in full. Paying of the fine does not entitle the recipient to further use the application in any way.
- In case the recipient violates Article III. (2,3,4 and 5) herein and Article V. (2, 6 and 7) herein or if he uses Lumeer logo in violation with these commercial terms and conditions he shall pay to the provider a 10.000 CZK fine for each such violation. Payment of the fine does not affect provider’s right to claim damages in full.
- In case of termination of the license agreement the provider shall keep recipient’s data for a maximum period of 6 months. During this period upon a recipient’s request the provider can renew the account including its content (this is only possible after all recipient’s obligations with the provider are settled). After this period lapses all content shall be deleted. After deletion of the account by the recipient all data shall be deleted within one month. After the lapse of these periods the provider shall only keep necessary data for the purpose of fulfilment of provider’s legal or assumed obligations.
- The provider reserves a right to delete unused user accounts. An unused user account is an account that had not been accessed by the user for a period longer than one year.
VIII. Beta version of the application
- Provider can grant selected users a license to use beta version of the application. The recipients acknowledge that a beta version is not officially released version of the application and it can contain bugs. No guarantees apply to beta version and no reliability of the application is granted.
- The recipient who was offered a beta version shall report all bugs and problems with no delay and cooperate on their removal.
- The recipient who was offered a beta version shall upon provider’s demand fill in a written evaluation of recipient’s experience with the beta version which can be used by the provider without limitation for further development of the application. Provider reserves a right to terminate the use of beta version at any time.
- All communication between the parties shall take place via email. Provider’s email address is firstname.lastname@example.org. Recipient’s email shall be the email address that the recipient provided at registration.
- Termination notice and a notice to pay fine shall be sent to parties’ email addresses. Termination notice and a notice to pay fine are considered to be delivered after 7 days of sending thereof to the email address of the other party.
- Provider declares that all organizational and technical measures that can be reasonably required from the provider in respect to the state of the art, investments to implementation, nature, scope and context of processing of data had been taken in order to secure recipient’s data which are saved to software solution Lumeer. All user accounts are encrypted.
- All rights arising from the defective performance can be exercised by the recipient to the provider. In case of any faults in Lumeer or in case of potential unavailability of Lumeer the recipient shall contact provider via email.
- Provider shall solve all incidents within the shortest possible time.
- If the unavailability or malfunction of Lumeer was caused by recipient’s breach of obligations, e.g. by intervention with the source code, improper software or hardware, etc., the provider shall charge the recipient for a fault diagnostics according to a valid price list.
XI. Personal data protection
- Provider hereby declares that processing of personal data shall be done without causing any harm to the rights of natural persons. In relation to that provider adopted Principles of Data Protection available here.
- Provider is aware that if personal data is processed in relation to the use of Lumeer, the provider is in position of a controller and therefore he shall comply with all legal obligations and the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (GDPR).
- Provider reserves a right to disclose data to a third party if required by law, injunction or by an order of a state authority allowed to regulate business of the provider.
XII. Final provisions
- Relationship between the provider and recipient shall be governed by the laws of the Czech republic, especially by the Act no. 89/2012 Civil Code, or Act no. 121/2000 Copyright Act. Any disputes between the parties shall be by decided by a competent court in the Czech republic.
- The authority competent to decide disputes between the provider and recipient out-of-court is the Czech Trade Inspection Authority, registered office at Štěpánská 567/15, 120 00 Prague 2, Czech Republic, www.coi.cz.
- If any of the provisions herein becomes invalid the rest of the license agreement and these commercial terms and conditions as such shall remain effective.
These commercial terms and conditions enter into force and effect on 25th May 2018.
In Brno on 20th May 2018
In case of any querstions or problems, please contact us at www.lumeer.io/contact.html.