Version 2, valid from 6 June 2023
- Ofisly.com, s.r.o. is a company with its registered office at Hlinky 995/70, 603 00 Brno, identification number 047 79 568, registered in the Commercial Register maintained by the Regional Court in Brno under file number C 91854 (Operator).
- The Operator operates the web application Ofisly.com for sharing company resources (Ofisly), which is available at https://ofisly.com/ (Website).
- Client means anyone who registers for free access to a trial version of Ofisly as described in Section 2 (Trial Version of Ofisly) or subscribes to a paid version of Ofisly from Operator pursuant to Section 3 (Paid Version of Ofisly) (Client).
- The Operator provides the Paid Version of the Ofisly exclusively to Clients who are entrepreneurs in connection with their business activities.
- This document constitutes the General Terms and Conditions within the meaning of Section 1751 of Act No. 89/2012, Civil Code, as amended (Civil Code), and applies to Clients who choose to use the Website or Ofisly.
- Unless the context otherwise requires, any reference in these Terms and Conditions to an Article is a reference to an Article of these Terms and Conditions.
- The Website contains up-to-date information about the features of Ofisly and the pricing and payment terms of the Paid Version of Ofisly, which the Client may order from the Operator by using the order form in the Ofisly application or by sending an indicative inquiry to the Operator’s email address listed on the Website.
- These Terms and Conditions do not restrict the Operator’s ability to allow Clients to use Ofisly on individually agreed terms.
2. Trial version of Ofisly
- The Provider allows Clients to try a free time-limited trial version of Ofisly (Trial version of Ofisly), which is used exclusively to familiarize themselves with the features and user environment of Ofisly, bearing in mind that the scope of features of the Trial version of Ofisly may be different from the Paid version of Ofisly and may change over time.
- Access to and use of the Trial Version of Ofisly will be obtained by registering free of charge in accordance with the instructions on the Website. As part of the registration process, the Client will provide the required information (including a contact email address and telephone number). Before completing the registration, the Client confirms that he/she has read and agrees to these Terms and Conditions.
- Upon completion of registration for the Trial Version of Ofisly, a trial user account of the Client (Trial Account) will be established.
- The Trial Account shall, to the extent permitted by the current functionality of the Trial Version of Ofisly, have the same or similar user rights as the Administrator Account in the Paid Version of Ofisly pursuant to paragraph (b)(i) of Article 6.2 (User Accounts).
- The trial version of Ofisly may be used by the Client for a limited period of 30 days from the date of registration (Trial Period).
- After the expiry of the Trial Period, the Client will retain access to the Trial Account for a further 10 days for the purpose of exporting User Data and, if applicable, upgrading to the Paid Version of Ofisly. However, the Client will no longer be able to enter new data or change the data already entered. If the transition to the Paid version of Ofisly is not made within this period by concluding the Agreement between the Client and the Operator, the Trial Account and the associated user data will be deleted.
- The use of the Trial Version of Ofisly is subject to all obligations and restrictions set out in these Terms and Conditions, except for those obligations and restrictions which by their nature apply only to the use of the Paid Version of Ofisly.
3. Paid version of Ofisly
- Ofisly can be used as a paid service (Paid version of Ofisly) on the basis of a service contract (Contract).
- By entering into the Agreement, the Operator undertakes to supply the Client with services consisting in enabling access to and use of Ofisly by the Client and the Client undertakes to pay the Operator a Fee for the services provided in the amount and manner described in Article 4 (Fee and Payment Terms).
- In case of interest in using the Paid version of the Website, the Client sends the Operator a request for the conclusion of the Contract (Order):
- by completing and submitting the order form in the Ofisly app; or
- by sending a request to conclude the Agreement in writing to the Operator’s e-mail address listed on the Website.
- The order always contains at least the following information:
- identification and billing data of the Client;
- the name and surname of the contact person, including contact email and telephone number;
- number of users of Ofisly;
- the version of Ofisly you want;
- The Client is obliged to provide complete and truthful information in the Order. In the event of a breach of this obligation, the Client shall be liable for any damage caused by this breach to the Operator or third parties. The Operator is not obliged to check or verify the accuracy and truthfulness of the data provided.
- The Agreement, of which these Terms and Conditions form an integral part, is entered into upon the submission of an Order pursuant to paragraph (c)(i) or (c)(ii) above and becomes effective upon payment of the applicable Fee for the first Licensing Term pursuant to paragraph (b) of Article 4 (Fee and Payment Terms).
- In the event that the Client wishes to enter into a Contract in writing pursuant to paragraph (c)(ii) above, such Contract shall be concluded by the Operator and the Client signing it on individually agreed terms.
- The Contract is concluded for an indefinite period from the date of conclusion of the Contract (Validity Period).
- The billing period of the Contract is:
- 1 month (License Period),
- or 12 months (Licensing Period).
- After the expiration of the Licensing Period, the Paid Version of Ofisly will enter the so-called Migration Period, the operation of which is described in Section 6.4.
4. Reward and payment terms
- The amount of remuneration for the Paid version of the Ofisly is determined depending on the scope of services ordered by the Client (Remuneration). The current price list is published on the Website at https://ofisly.com/pricing/.
- In the event that a Contract is entered into pursuant to paragraph (c)(ii) of Article 3, the Fee shall be determined in accordance with the individually negotiated price list forming an integral part of such Contract.
- Upon conclusion of the Agreement, the current price list or individually negotiated price list shall become the Client’s applicable price list (Price List).
- The Operator reserves the right, upon prior notice to the Client, to change the Price List due to the introduction of new features or inflation.
- The Fee is always payable in advance on the basis of an invoice issued by the Operator and sent to the Client’s contact email address. The Fee is deemed to be paid only when the relevant amount is credited to the Operator’s bank account specified in the invoice.
- In the event that the Client wishes to extend the scope of services provided within the Paid Version of the Website during the current Licensing Period, the Client may do so by submitting the relevant request within the Website user interface or to the Operator’s email address provided on the Website. Subsequently, the Client will receive an invoice from the Operator, in which the amount of the Fee for the additional services ordered until the end of the current Licensing Period will be quantified. Upon payment of the relevant amount, the Client will be activated the new scope of the ordered services.
- If the Client is an entrepreneur and the purchase of the Paid Version of the Ofisly is exempt from tax or other levies due to a certain status or status of the Client and the Client subsequently loses such status or status, or it turns out that the Client did not have such status or status at the time of the conclusion of the Agreement, or for any other reason the Client is assessed by a competent authority against the Operator, the Client shall pay the Operator an amount equal to the tax or levy so assessed.
- The license to use the Trial Version of Ofisly and the Paid Version of Ofisly granted by the Operator to the Client on the basis of these Terms and Conditions is:
- limited in time, with the Trial version of Ofisly limited to the Trial Period and the Paid version of Ofisly limited to the License Period;
- intended for the exclusive needs of the Client directly related to the management of data on the operation of the office.
- The Client is not entitled to allow other persons to use the Ofisly without the Operator’s prior written consent, with the exception of authorised Users pursuant to Article 6.2 (User Accounts).
- Without the Operator’s prior written consent, the Client may not assign the license granted to a third party (including assignment of the license as part of the transfer of the Client’s business establishment or part thereof) or sublicense the license.
6. Providing services
6.1 General information
- The current range of features, versions, and services provided within the Trial Version of Ofisly and the Paid Version of Ofisly is listed on the Website. As we are constantly developing and improving Ofisly, the range of features available may change over time.
- The Client acknowledges that the Trial Period for the Trial Version of Ofisly and the License Period for the Paid Version of Ofisly run continuously and uninterrupted and cannot be unilaterally interrupted or otherwise modified. If the Client decides not to use the Paid Version of Ofisly for any reason throughout the entire Licensing Period, the Fee already paid for the relevant Licensing Period shall not be refunded.
6.2 Users accounts
- The paid version of Ofisly can be used exclusively through user accounts (User Account) established on the Client’s instruction for authorized users (User).
- The following types of User accounts are distinguished in the Paid version of Ofisly:
- Administrator Account, whereby the User authorized to access the Administrator Account is referred to in these Terms and Conditions as the Administrator;
- Operator Account, whereby the User authorised to access the Operator Account is referred to in these Terms and Conditions as the Operator;
- Regular User, whereby a User entitled to access the Current Account is referred to in these Terms and Conditions as a Regular User.
- The range of permissions associated with each type of User Account can be found on the Website or directly in Ofisly.
- A User Account may only be used by one User, i.e. a specific natural person designated by the Client or the Administrator in the administration of User Accounts. The Client is fully responsible for the proper use of the Ofisly in accordance with the Agreement and these Terms and Conditions by individual Users. The Client is also responsible for the security of the login credentials to the User Accounts and the Operator shall not be liable for their misuse by unauthorized persons.
6.3 Availability of Paid version of Ofisly
- The Provider guarantees to the Client the availability of the Paid version of Ofisly, i.e. enabling access to Ofisly via the Internet to all authorized Users on the Client’s side and the possibility of full use of all currently available features of Ofisly by these Users, to the extent of 99% per calendar month.
- In the event that the availability of the Paid Version of the Ofisly falls below 99% in a calendar month, the Client will be entitled to apply a discount on the Fee for that calendar month in the following amount:
- in case of availability in the range of 95-98.99%, the Client is entitled to apply to the Operator a 10% discount on the Fee attributable to a given calendar month;
- for availability in the range of 90-94.99%, the Client shall be entitled to apply to the Operator a 25% discount on the Reward attributable to that calendar month; and
- if the availability is lower than 90%, the Client is entitled to apply to the Provider a 50% discount on the Fee for a given calendar month.
- For the purposes of calculating guaranteed availability, interruptions in availability resulting from scheduled maintenance of the Ofisly by the Operator are not included. The Operator shall inform the Client and the User of planned maintenance at least 5 days in advance and shall not carry out planned maintenance on working days between 6:00 am and 11:00 pm.
- The guarantee of the availability of the Paid Version of the Ofisly pursuant to this Article 6.3 is conditional upon the Client and all Authorised Users meeting the technical requirements for hardware and software for access to the Ofisly as set out on the Website.
- The Operator shall not be liable, and therefore the provisions of this Article 6.3 on the guaranteed availability of the Paid Version of the Ofisly shall not apply, for interruptions in the availability of the Ofisly resulting from the actions of third parties, as a result of force majeure, i.e. events beyond the Operator’s control (such as natural disasters, failures of distribution or telecommunication networks, international sanctions, states of war, terrorist attacks, etc.) or as a result of such circumstances that the Operator could not reasonably foresee.
6.4 Migration period, export of user data, deletion of user data and accounts
- If the License Period is not extended, the User Accounts will be locked upon expiration of the License Period. This means that it will no longer be possible to enter or change User Data in Ofisly. However, access to User Accounts will be maintained for the following 30 days (Migration Period), during which Users will be able to export User Data from Ofisly.
- Upon expiration of the Migration Period, all of the Client’s User Accounts and User Data will be automatically deleted.
- The Operator shall not be liable for the loss or damage of user data or damage resulting from the loss or damage of such data during migration, regardless of the reason and extent of the loss or damage.
- The Operator shall not be liable for the loss or damage of any User data, including documents uploaded to the Ofisly, or damage resulting from the loss or damage of such data and documents if caused by third parties or Users.
6.5 Termination of services
- The Operator shall be entitled to suspend performance under the Agreement and restrict Users’ access to the Ofisly without further delay if the Client or any User seriously breaches the Agreement or these Terms and Conditions. A material breach shall be deemed to be a (Serious Breach):
- use of the Ofisly License in violation of the license agreement in Article 5 (License); and/or
- posting content that infringes the rights of third parties, in particular, intellectual property rights under Article 8 (Uploaded Content); and/or
- by posting content that the Operator finds to be indecent, unethical, or otherwise violates public policy or the reputation of the Operator; and/or
- deliberately damaging the reputation of the Operator or the Ofisly;
- The Operator shall additionally notify the Client of the Serious Violation to the contact e-mail specified in the registration form for the Trial Version of the Ofisly or in the Order.
- As a result of the Operator’s justified suspension of the provision of services due to a Serious Violation, the Client shall not be entitled to a refund of the Fee paid for the relevant Licensing Period or part thereof.
7. Operator’s responsibility
- Therefore, the Operator shall not be liable for any damages incurred by the Client as a result of or in connection with the failure, unavailability, interoperability, or limited functionality of Ofisly or the loss of user data uploaded to Ofisly. This is without prejudice to the Client’s right to claim from the Operator a discount on the Fee in the amount and under the conditions set out in Article 6.3 (Availability of the Paid Version of the Ofisly).
- The Users or the Client are responsible for the accuracy, completeness, and truthfulness of the User Data uploaded to Ofisly. The Operator does not and cannot control the correctness, completeness, and truthfulness of User Data, including documents entered by individual Users, and therefore is not liable for damages resulting from the incorrect or incomplete output from Ofisly based on incorrect, incomplete, or false User Data.
- Furthermore, the Provider is not liable for any harm resulting from any misconduct, or errors in the administration and setup of User accounts by the Administrator, nor for the manner and purpose of use of the Ofisly.
If for any reason any preceding provision of this Article proves invalid and/or ineffective (condition precedent), the Operator’s liability for damages to the Client shall be limited to an aggregate maximum amount equal to the Fee paid to the Operator by the Client for the applicable Licensing Period in which such damages occur.
8. Uploaded content
8.1 Passivity and neutrality of the Operator in relation to uploaded content
- The Operator does not control or edit the content uploaded by the Client or the User to the Ofisly and is not responsible for any defective content or the appearance of the content uploaded by the User.
- Furthermore, the Operator is not responsible for the completeness, accuracy or truthfulness of the content published in the Ofisly, nor for any illegal actions of the User through the Ofisly, including violations of personality rights or intellectual property rights.
8.2 Notification of illegal content
- The Operator, in order to prevent infringement or threatening the rights of third parties by the operation of the Ofisly, will accept any notifications from third parties that contain information that the operation of the Ofisly infringes the copyright or other intellectual property rights of third parties (Notifications).
- The Operator shall receive Notices at the email address firstname.lastname@example.org.
- A Notification shall be deemed to have been received if its receipt is confirmed by the Operator by an e-mail message sent to the Notifier’s address and containing at least the following information:
- details of the person making the Notification, including their contact details, in particular, their email address and name;
- a description of the activity that violates or threatens the rights of third parties or legal regulations in the Ofisly environment;
- disclosing how third-party rights or laws are being violated;
- details of the person whose rights are being infringed (if different from the whistleblower) and documentation showing the authority to dispose of the right being infringed.
- In the event that a document uploaded by the Client or User is suspected of infringing copyright, in addition to the information specified in paragraph (c) above, the Notification must also specify:
- to which copyright works those rights relate; and
- who is the authorized executor of these rights.
- The Operator is not obliged to inform the Client or the User whose uploaded content is the subject of the Notification about the delivery of the Notification, nor to request the Client’s comments.
8.3 Removing or making unavailable objectionable content
- If the Operator becomes aware that the content uploaded by the Client or the User infringes the rights of third parties, it shall immediately remove or make unavailable the defective content at its discretion, so that further operation of the Ofisly does not infringe the rights of third parties.
- The Operator shall not be liable for any damage caused to the Client or User in connection with the removal or making unavailable of the defective content pursuant to this Article 8.3.
- If the Client complains about the Paid version of the Ofisly, he/she has the right to withdraw from the Agreement only if the reason for the complaint is a material defect of the Ofisly.
- Substantial defects within the meaning of Section 2002(1) of the Civil Code shall mean in particular the non-functionality of the Ofisly to such an extent that it does not perform its basic functions, where it must have been obvious to the Operator already at the conclusion of the Contract that under such conditions the Client would not be interested in concluding the Contract at all, if he expected such a breach.
- For the avoidance of doubt, it is stipulated that no claim may be made for any defects in the trial version of Ofisly, which is provided to the Client solely for the purpose of testing the functions and user environment of Ofisly.
- The User acknowledges that the Operator processes his/her personal data for the purpose of providing its services and operation of the Website in accordance with the legal regulations concerning the processing and protection of personal data, in particular, but not exclusively, 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) (GDPR), Act No. 110/2019 Coll, on the processing of personal data, as amended, and any judicial or administrative interpretation of legislation relating to the processing and protection of personal data, any guidelines, codes of conduct or approved certification mechanisms issued by the Data Protection Authority. Details regarding the processing of the User’s personal data by the Operator are set out at: https://ofisly.com/privacy-policy/.
11. Termination of contract
- Unless otherwise expressly stated in the Contract or these Terms and Conditions, neither party is entitled to unilateral termination of the Contract, unless such prohibition would be contrary to mandatory provisions of law.
- The Client shall be entitled to terminate the Agreement by written notice delivered to the Operator if the Operator unilaterally amends, supplements, or otherwise modifies the Terms and Conditions in accordance with paragraph (b) of Article 12 (Final Provisions). The notice must be delivered to the Operator no later than the effective date of the new version of the Terms and Conditions, in which case it shall become effective on the effective date of the new version of the Terms and Conditions.
- The Contract may be terminated by giving 2 months’ notice, which shall commence on the first day of the month following the delivery of the notice.
- The Operator shall be entitled to unilaterally terminate the Agreement by written notice if the Client or any User commits a Serious Breach and the Client fails to remedy such breach even within an additional period of 5 working days from the date on which the breach was brought to the Operator’s attention. Termination of the Agreement by the Operator will always be in writing and will be sent to the Client’s contact email address. The termination shall be effective on the day following its dispatch by the Operator. In this case, the Client shall not be entitled to a refund of the Fee already paid for the relevant Licensing Period.
12. Concluding provisions
- The Agreement, including these Terms and Conditions, is archived by the Operator in electronic form and will be sent to the Client’s e-mail address upon written request.
- The Operator is entitled to unilaterally amend or supplement these Terms and Conditions. Upon the new version of the Terms and Conditions becoming effective, the original Terms and Conditions shall cease to be valid. The Operator may decide that the new Terms and Conditions shall not apply to the already concluded Agreements or that they shall apply only to some of them. The Operator shall inform the affected Clients about the changes to the Terms and Conditions at least 2 months before they become effective and shall also publish the new version of the Terms and Conditions on the Website. If the affected Clients continue to use Ofisly after the effective date of the new version of the Terms and Conditions, they shall be deemed to have accepted the new version of the Terms and Conditions. This is without prejudice to the Client’s right to terminate the Contracts pursuant to paragraph (b) of Clause 11 (Termination).
- In the event that any provision of these Terms and Conditions is or becomes invalid or ineffective, the remaining provisions of these Terms and Conditions and the Agreement shall remain valid and effective. The parties to the Contract shall replace the invalid or ineffective provision with another provision that is valid and effective and that best corresponds in content and intent to the content and intent of the original provision.
- The User and the Operator hereby assume the risk of change of circumstances within the meaning of Section 1765(2) of the Civil Code.
- Unless the Agreement provides otherwise, the Client is not entitled to assign its claim to a third party without the Operator’s prior written consent.
- Except as otherwise provided in the Agreement, the User is not entitled to set off any of its claims against any of the Operator’s claims (due or outstanding) without the Operator’s prior written consent.
- An exchange of email messages shall be deemed to be in writing for the purpose of paragraphs (e) and (f) above.
- By registering with the Application, the Client gives the Operator its consent to the publication of the Company’s written and graphic references on the Operator’s website. If the Client does not agree to the placement of the reference, it must notify the Operator in writing.
- Unless expressly stated otherwise, each party shall bear all costs and expenses incurred in connection with the conclusion and performance of the Agreement.
- The Contract, including these Terms and Conditions, and all rights of the Client and the Operator arising out of or in connection with the Contract or its termination shall be governed by the laws of the Czech Republic.
- Jurisdiction to resolve any dispute arising out of, in connection with or in connection with the Contract or its termination, shall be vested in the courts of the Czech Republic having subject matter and local jurisdiction.