These Terms of Service define the rights and responsibilities of the User and the Supplier in relation to the Service and constitute an integral component of the binding agreement between the User and the Supplier.
Before using the Service, please carefully read the Terms and Conditions. You consent to be bound by these Terms of Service by using any portion of the Service.
The Service is not for you if you are not of legal age, which is likely to be the case if you are under the age of eighteen, or if you do not otherwise possess the full active legal capacity.
If you find anything in these Terms of Service that you do not agree to, please do not use any of the Service Features, close your User Account, and delete from your programs, computers, storage media, and repositories any things forming part of the Service.
Under no circumstances shall the Supplier and the Service team be liable for any direct, indirect, special, incidental, or consequential damages, including, but not limited to, loss od data or profit, arising out of the use, or the inability to use, the Service material or the material on this site, even if the Supplier and the Service team or an authorized representative has been advised of the possibility of such damages. If your use of the Service or materials of this site results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.
The definitions of the following terms are ascribed to them:
- “Customer” – Anyone with a User Account other than the Supplier. Each Customer is also a User and the term “Customer” should be interpreted as referring directly to him unless the context needs otherwise.
- “Feature” – A component, property, or an aspect of the Service.
- “Intellectual Property” – Any and all service marks, domain names and trade names, marks, inventions, designs, databases and proprietary knowledge rights, copyrights, including economic as well as moral rights, and any and all other items treated under the relevant legislation as intellectual property or rights thereof.
- “Party” – Each of the User and the Supplier – collectively, “the Parties”.
- “Personal Data” – Any details relating to a known or identifiable individual or natural person.
- “Relevant Data” – Personal Data that is stored or otherwise processed by or through a given User Account.
- “Representative” – Anyone representing the User upon entering into the Agreement or in any transaction linked to it.
- “Service”- Depending on the context, either: the Supplier´s providing the Software and/or one or more resources or other benefits for use in conjunction with the Software and/or technical support services concerning the foregoing; or the above items collectively, any of them separately or any combination of any of them.
- “Service Plan” – A subscription, on the Terms of Service hereof, to a particular set of Features offered by the Supplier. A Service Plan may but need not have a specific name such as for example “Free”, “Starter” or “Premium”.
- “Software” – The Supplier´s data collecting and reporting software branded as AutoROICalc and such other Supplier developer computer programs as the Supplier may make available in conjunction therewith, including such patches, updates, upgrades, other modification and replacements thereof as the Supplier may from time to time provide. Each of the listed items may take the form of an on-demand service, a local installation, or a combination thereof.
- “Sub-processor” – a third party engaged by the Supplier to process Relevant Data in connection with the Service.
- “Subscriber” – The Customer to whom the Service Plan belongs with respect to each Service Plan. Typically, if allowed hereunder, means the Customer who purchased the Service Plan unless he has transferred the same to another Customer.
- “Supplier” – Ing. Jozef Bašnák – Real Marketing Strategy, registered in the trade register, file no. 570-15380, Ružomberok District Office, with registered office: 94901 Nitra, Trieda Andreja Hlinku 616/36 Slovak Republic, business ID: 51659581, tax ID: 1120333192, e-mail: firstname.lastname@example.org.
- “Terms” – these Terms of Service.
- “Third-party service” – An individual or organization that provides the requisite service to complete a particular transaction.
- “User” – Anyone other than the Supplier who, directly or indirectly, accesses, communicates with, or is the consumer of the Service or owns or controls any item which forms part of the Service, including without limitation: the Customer; any person who performs any of the above actions on behalf of or through the Customer’s User Account, whether or not allowed to do so; any person who accesses a resource, e.g. each consumer, unless otherwise specified by the context, should interpret this term as referring specifically to him.
- “User Account” – a Service user account whose purpose is to allow its holder to use one or more Features.
- “User Data” – any data, including Personal Data that the User processes, e.g. collects, enters, records, stores, alters, arranges, deletes, uses, transmits, discloses or makes available through User Account or otherwise by means of the Service.
In these Terms the words “herein”, “hereto”, “hereof”, “hereunder”, “hereby” and “herewith” refer to the Agreement.
This Agreement represents the entire agreement between the Contracting Parties relating to the subject matter of this Agreement, superseding all previous agreements and understandings of the Contracting Parties relating to this matter. The provision of the Agreement shall prevail if any provision of the Agreement clashes with any service-related information given elsewhere.
Contracting parties and formation of the contract
The identity of the Supplier, i.e. of which the User is contracting, of the persons defined under the concept of “Supplier”, depends on the type of User and the domicile of the User or, upon ordering a paid Service Plan, the domicile of the party paying for the Service Plan and shall be determined separately as follows:
- The Agreement in so far as it does not concern any Service Plan specifically.
- The Agreement in relation to each Service Plan specifically, i.e., the Parties´ relationship in the context of a particular Service Plan.
The Service is designed to be used as a data collection and reporting tool for business users. It is not intended for personal or household users or any other application for the consumer. The Service is intended for those who have full active legal capacity.
Forfeiture of the withdrawal right
The User demands that the performance of the Agreement be started immediately by the Supplier and that the benefits to which the User is entitled under this Agreement, including, where appropriate, the Features approved under its Service Plan, be made immediately available to the User. The User accepts and recognizes that he loses the right to withdraw from the Agreement and, where appropriate, the right to withdraw from the Service Plan in question by making the above requests.
In addition, the User demands that the Features to be authorized under any future Service Plan that it can receive be made available to the User immediately upon the launch of the Service Plan. The User accepts and recognizes that he loses the right to withdraw from the Service Plan by demanding this (and the respective features being made available to the User).
The Supplier grants to the Party below, subject to the terms set out herein, and the latter acknowledges the following limited non-exclusive and restrictedly transferable right:
- To the Subscriber – the right to use, during the term of the User´s Service Plan, the Features available under that Service Plan.
- To the Customer – the right to access and to use his User Account during the term hereof in a manner and by such means as consistent with the Service Plans whose benefits he is entitled to enjoy.
Each of the above rights shall be exercised solely for the internal legitimate purposes of the Party concerned and none of these rights shall be sub-licensed, delegated, encumbered, or otherwise disposed of.
The Service is intended for normal end-use in accordance with the rights, freedoms, and legitimate interests of others and may be accessed only through the interfaces provided or authorized by the Supplier.
Where Documentation with respect to a specific Feature is available, the Feature should be used in accordance with the Documentation.
The intellectual property related to the Service is vested in and retained by the Supplier. With the exception of the limited rights of use expressly provided for in this Agreement, the User shall not acquire any right therein or otherwise in connection with the Service.
The Supplier shall make commercially reasonable efforts to benefit the Subscriber from all the Features permitted under its Service Plan.
The level of Service to which the Customer is entitled (including the nature, scope, availability, means of access and provision, and other particulars of the technical support services related to the Software of the Supplier) may depend on the Service Plan chosen.
The Customer may contact the Supplier for technical support at the e-mail address specified in the Supplier definition unless otherwise provided in the Documentation or specifically agreed between the Supplier and the Customer. Within 48 business hours, the Supplier aims to respond to support requests and attempts to resolve software errors and Service defects within a reasonable time but makes no commitment as to how quickly support is provided or such issues are resolved.
The User agrees and acknowledges that:
- The Service was not intended to fulfill his specific requirements.
- The Service may suffer interruptions from time to time and may be occasionally unavailable.
- The Service has and will continue to have certain bugs and vulnerabilities and should not be relied upon in inherently dangerous circumstances.
- The Software, the Service, and anything else that is offered or delivered as part of, in conjunction with, or through any Feature is provided on the basis of as is” and as available.
- It is at his own risk that he chooses a Service Plan and uses any of the Features, as is his exposure to, downloading and uploading of as well as transmission, receipt, storage, possession, disclosure and another handling of, data, computer programs, software code or other items through or due to the Service.
- Links, references, or access to websites, resources, or services of third parties may be provided by the Service, and the Service may provide the same with respect to the Service. The supplier shall not be liable for, endorse, or be liable for any loss, damage, expense, or other undesirable consequences attributable to the existence or characteristics, including the availability, reliability, and security of such external sites, resources, or services.
- The Supplier is under no obligation to improve, modify, or replace any part of the Service or to continue to develop or to make available new versions of the Service.
The Supplier may:
- Discontinue or cease to provide the same Service on a 30-day notice to any Customer.
- Stop providing the Service without notice to any User other than a Customer.
- Suspend or limit access to the Service to any person whose payment is more than 14 days overdue or whose use of the Service conflicts with the Agreement.
- Suspend, limit or terminate the availability of Features whose properties do not conform to its then-current Service Plan or replace the Service Plan with one to which the Service Plan conforms.
- The Supplier also may if legally required to do so, suspend performance under the Agreement, in whole or in part, with immediate effect.
Anyone who orders a Service Plan or authorizes or causes one to be ordered on his behalf shall be deemed to have agreed and accepted responsibility for the payment of all fees and charges associated with the Service Plan and to have consented to the calculation, billing, revision, and adjustment of the Service Plan in accordance with the rules established by the Supplier. The same applies to anyone who authorizes or causes a Service Plan payer to be designated or otherwise assumes responsibility for incurring fees and charges associated with the Service Plan.
Unless otherwise expressly agreed upon:
- Service Plan subscription fees for any billing period will be determined on a single User Account and a monthly amount, i.e. a specified monthly amount multiplied by the Service Plan charge. E.g. if the monthly charge per User Account is 9€ and the billing period is one year then the subscription fee for that period will be 9€*12=108€.
- The billing cycle is either monthly or annual in relation to a Service Plan, as selected upon subscription, beginning on the day the Service Plan begins.
- The payment for the Service Plan shall be due by the first day of the relevant billing period in advance.
Payments for the Service Plan shall be made in the agreed currency using the payment method accepted by the Supplier, including credit card and wire transfer unless otherwise specified in the Documentation.
Upon a month’s notice, the Supplier may vary the fees, rates, and billing cycle applicable to the Customer Service Plan. If the Customer does not agree with the change or modification concerned, the sole remedy of the Customer shall be to cancel the Agreement or the Service Plan in question, failing to do so by stating that the customer agrees to the change or modification.
The Supplier’s charges are non-refundable. For example:
- Where the Service Plan Agreement is terminated or the mid-billing period varies, the Customer shall not be entitled to any refund, including any partial refund, in respect of that billing period.
- Unless otherwise explicitly agreed, the payments attributable to future billing periods will not be refunded.
The amounts prepaid by the Customer for the original Service Plan will be applied against the amounts payable for the new Service Plan upon upgrading or downgrading from one paid Service Plan to another.
The Supplier’s fees and rates shall be exclusive of value-added and sales taxes and other public dues, with the exception of those based on the Supplier’s revenue, unless otherwise explicitly stated by the Supplier. The User is solely liable for all public dues which may be levied on the purchase, receipt, importation, export, use, or use of anything provided for hereunder.
All sums owed to the Supplier must be paid in full without deducting any conversion of currency or payment-related fees.
The User acknowledges that:
- His payments are handled by Third-party service providers.
- The Supplier is not responsible for these parties and their services and has no responsibility for the processing of payments.
- The suspension of the Service, the restriction of access to certain or all of the Features, or the termination of the Agreement may result, in case of late payment.
Undertakings of the User
The Customer must be a natural or legal person or an entity with a legal capacity.
The User shall use his true legal name when opening a User Account, ordering a Service Plan, and otherwise when transacting with the Supplier, and shall provide such true and accurate contact and other information as requested. The Supplier only requests information which is justified by the circumstances.
The User and the Customer shall comply with all legal requirements relating to their use of the Service, the handling of their User Account Data, and other activities hereunder, including the processing of Personal Data requirements.
The User and the Customer warrant that their User Data is lawful and properly acquired and that their processing operations are legal.
Furthermore, the User and the Customer warrant that the Service will not be used to send unsolicited communications or to upload, transmit, deliver, operate, control, or store harmful code, malware, or illegal content.
If the Supplier reasonably believes that the User Data or data processing activities of the User are in breach of the law or otherwise conflict with the Agreement, the Supplier may in its absolute discretion:
- Ask the User to take such action as is deemed necessary by the Supplier to correct the matter.
- Remove, disable, restrict access to or delete the data concerned without any liability for any loss, damage, or other undesirable consequences resulting from it to the User or anyone else.
The User and the Customer undertake, without prejudice to any of their statutory obligations, that they will not:
- Interfere with the proper functioning of the Service.
- Impose an unreasonable burden on the Service or the infrastructure of the Service.
- Consume any resource or otherwise use any item hereunder in a way or to an extent that prejudices the enjoyment of the Service by another User.
- Reproduce the Software except as expressly permitted herein.
- Translate, adapt, arrange or otherwise alter the Software or reproduce the results of any such activity.
- Distribute or redistribute the Software or any other part of the Service, including selling, leasing, leasing, lending or otherwise making it available.
- Decompile, disassemble or otherwise reverse engineer the Software.
- Remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to any part of the Service.
- Cause anyone else to do any of the foregoing.
Undertakings of the Representative
The Representative personally warrants to the Supplier that:
- His principal is a legal or natural person or entity with legal capacity when he becomes a Customer and while he is a Customer.
- He is authorized to act on the User´s behalf.
- The transactions he makes on the User´s behalf including, if applicable, this Agreement, are binding on the User.
The User and the Customer shall be fully liable for the activity taking place under his User Account, including all data processing (including Rekevant Data) and other acts carried out by or through his User Account, and shall promptly notify the Supplier upon learning of any breach of security relating to or unauthorized use of his User Account.
It is the responsibility of the User and the Customer to maintain the confidentiality of their usernames, passwords, access tokens, and similar credentials.
The Supplier is under no obligation to monitor or access any User Account but may do so if reasonably warranted, such as providing technical assistance, preventing illegal or harmful activity, performing its duties hereunder, or fulfilling a legal obligation.
In its sole discretion, the Supplier may temporarily or permanently disable, close, or restrict access to any User Account used for infringement of or infringement of any intellectual property or proprietary or personal rights of any person and shall not be liable for any loss, damage or other undesirable consequences resulting from such infringement.
The allocation of roles and responsibilities in the processing of Relevant Data is as follows:
- The User or the Customer is the controller of these data.
- The Supplier is the processor thereof.
The terms ‘controller’ and ‘processor’ have the meanings assigned to them in the GDPR.
Any warranty not expressly stated by the Supplier herein shall be deemed to be withheld. The Supplier disclaims all statutory and implied warranties and course of performance, course of dealing, and use-related expectations with respect to the Service to the maximum extent allowed by applicable law.
In particular, without prejudice to the generality of the foregoing, the Supplier makes no representation and gives no warranty or guarantee:
- That the Service is appropriate for any specific purpose, accurate, timely, of satisfactory quality, enjoyable, accessible, irrespective of the jurisdiction or non-infirmation of the rights of third parties, or in any particular jurisdiction.
- There will be uninterrupted, secure, or error-free access to or operation or use of the Service.
- Correction of any error or defect in the Service.
- That the Service or any means by which it is accessed or used is free of malware or other harmful components.
- With respect to any third-party item.
- To anyone who is not a Customer.
In connection with the Service, the disclaimer of the Supplier applies to both the Service as a whole and each component thereof.
Limitation of liability
With all faults and defects, and in any event, the service is provided “as is and “as available”.
Under no liability theory whatsoever the Supplier shall not be liable, either to the User or to anyone else, for any undesirable consequences, including any loss or damage of any kind, whether or not foreseeable, and even if the risk of such loss is advised, resulting from:
- Any installation, implementation, upgrade, downgrade, modification or customization of the Software not carried out by the Supplier.
- Failure to use a Feature in accordance with the Documentation, the Agreement or applicable law.
- Using a Feature in conjunction with an item not provided or approved by the Supplier.
- Using a third-party item in conjunction with a Feature not in accordance with the relevant third-party documentation or instruction.
- Not applying an available fix, patch, update, service pack or upgrade that would have avoided the harmful event.
- Inherently dangerous application of any of the Features or anything else provided hereunder.
- Any unauthorized accessing or use of a Customer´s User Account.
- Any unauthorized use of any User´s credentials.
- Any communication received or transaction entered into through or by means of the Service.
- Anyone´s statement or conduct on any site, page or other medium forming part of the Service.
- Anything attributable to anyone other than the Supplier.
In the absence of the provisions of the preceding subsection, the Supplier shall not be liable under any theory of liability, either to the User or to any other person, for any loss of profit, business or opportunity or for any special, consequential, incidental, indirect, punitive or non-patrimonial loss or damage, foreseeable or unforeseeable, and even if the risk of such loss or damage is advised. The Supplier can be held liable only for the direct financial loss of the User.
Neither party shall be liable for infringement of its obligations on account of circumstances beyond its control which it reasonably could not have foreseen or avoided and which it cannot reasonably be expected to overcome, or whose consequences, such as the force of nature, conduct by public authorities, war, civil unrest, acts of terror, non-trivial cyber-attack, failure of a third party, failure of a third party, etc. In order to avoid doubt, this section shall not restrict the amount or excuse payable by the User, any fee, or any other sum owed by the User.
Notwithstanding anything to the contrary herein, at any time and for any reason, with or without notice, the Supplier may modify the Service or any part thereof. The use of any new features, versions, releases, updates, or other modifications that may be made available by the Supplier in connection with the Service is subject to the Agreement, unless otherwise expressly agreed. The continued use of the Service by the User shall constitute his consent to the respective modification(s) after any such modification.
If the User does not agree with the Supplier’s amendments (whether to the Agreement or to the Service), the termination of the Agreement and the cessation of use of all the Features shall be his sole remedy.
The Supplier-Customer or Supplier-User Agreement may only be terminated by closing the User Account of the Customer. In order to avoid doubt, if the Customer has more than one User Account, only the agreement relating to that User Account will be terminated by the closing of the subjected User Account. The Supplier’s agreement with a User other than a Customer may be terminated by notice to the other party.
The Customer must log in to the User Account to close his User Account, choose “Close Account” under “Account Settings” and confirm that he wants the User Account to be closed. It should be noted, however, that features (including the appearance, titles, and location of menus, tabs, fields, buttons, icons, and other objects displayed on the Service) are subject to change, which means that the steps required to close the Customer’s User Account may vary from time to time. The Supplier will try to keep this procedure as simple as possible and will update the Documentation if any modifications are made to it. If it is difficult for the Customer to close his User Account, he should contact the Supplier and follow his directions.
Effects of termination
Upon any termination of this Agreement, the User understands and agrees that:
- All of his rights hereunder shall be terminated, and all activities authorized by the Agreement shall cease.
- All amounts that the Supplier is entitled to be paid hereunder become due, except sums that already are.
- All of its User Data and any other information relating to its User Account may be removed or unavailable.
- To the extent applicable, no refund or other compensation will be received for any unused time or subscription credit for any license or subscription fee.
- All of his Software-related obligations hereunder will survive until he removes all the software from his systems, devices, storage media, and repositories completely and permanently.
- This shall apply, respectively with respect to any item which forms part of the Service and which is retained by the User after termination thereof.
The Supplier may give notice to the User:
- Through a Feature, e.g., by posting the notice on a web page that forms part of the Service.
- By the e-mail address associated with his User Account.
All notices, requests, inquiries, complaints, and other communications to the Supplier should be sent under the definition of “Supplier” to the appropriate e-mail address.
A notice is deemed to have been received as follows:
- The same day if given through a Feature.
- The next day if given by e-mail.
The law applicable to the Agreement and the relations of the contracting parties, the venue for the settlement of disputes, and the forum responsible for hearing such disputes shall be governed by the laws and the courts of the Slovak Republic shall decide.
The Customer may submit to the respective alternative dispute resolution body, a legal entity registered in the registry kept by the Ministry of the Interior of the Slovak Republic or the Slovak Trade Inspection Office (https:/www.soi.sk/), a proposal to initiate an alternative dispute resolution. The EU Customer may also file a complaint using the EU-operated RSO alternative dispute resolution platform, where the complaint may be lodged at https:/ec.europa.eu/.
We shall have the right to refuse or cancel any orders placed for the product and/or Service listed at an incorrect price in the event that the product and/or service is listed at an incorrect price or with incorrect information due to typographical error. Whether or not the order has been confirmed and your credit card has been charged, we have the right to refuse or cancel any such order. If your credit card has already been charged for the purchase and your order has been canceled, we will issue a credit in the amount of the charge immediately to your credit card account or other payment account.
If any provision of the Agreement proves to be null and void by reason of its infringement of compulsory law, and unless the Supplier chooses otherwise in its absolute discretion, in which case the following provision is not applicable, that provision shall be deemed to have been amended to a provision which is valid, the purpose of the original provision shall be achieved as nearly as possible and the balance of obligation shall be preserved to the maximum. The amendment shall be effective at the time of invalidation of the original provision.
Last update: November 15th 2020