Terms and Conditions

1. Introductory Provisions

The agreement governs the relationship between CodeNOW and Customer regarding provided Services.

2. Definitions

This document defines 30+ terms including: Additional Service, Applicable Data Protection Legislation, Business Day/Hours, CodeNOW User, Technical Support, Contract, Customer, Fee(s), GDPR, HelpDesk, Platform, Service(s), SLA, Software, Trial Period, and User.

3. General Terms

• Services governed by Order Form and these Terms
• Customer must order Control Plane and Data Plane Services
• Agreement formed by checkbox acceptance or email confirmation
• CodeNOW not obligated to accept offers
• Requires complete, truthful information

4. Platform Access

• Login credentials provided on Service Enabled Date
• Customer must change password immediately
• Communication via Platform constitutes written legal acts
• English or Czech language supported

5. Trial Period

• 14-day free trial available
• One trial per 12-month period
• Data erased upon termination
• Service fees begin post-trial

6. Service Prerequisites

CodeNOW not liable if prerequisites unfulfilled; Customer still owes fees.

7. Customer Obligations

• Comply with Contract and legal regulations
• Maintain IT infrastructure
• Report unauthorized access
• Backup own data (repository backups made regularly)
• Monitor Platform for notifications

8. Service Quality

• Professional, workman-like provision guaranteed
• Customer must notify of deficiencies
• Service information monitored by CodeNOW

9. Pricing and Invoicing

• Monthly or annual payment options
• Fees non-cancellable, non-refundable
• Late payment penalty: 0.05% of the outstanding amount for each day late
• Service suspension after 10+ days non-payment
• Electronic invoice delivery

10. Licenses

• Non-exclusive license for development/testing/operation
• No sublicensing, transfer, or commercial exploitation
• No intellectual property rights granted
• Customer prohibited from copying, modifying, or reverse engineering

11. Content

• Customer responsible for all content
• CodeNOW may remove rights-violating content
• Customer must comply with takedown notices
• CodeNOW not liable for deletion or storage failure

12. Service Modifications

• CodeNOW may unilaterally update Services
• One-month advance notice required via Platform
• Customer may dispute non-legislation-driven changes within 14 days
• Silence indicates acceptance

13. Disclaimers and Liability

• CodeNOW liable only for contractual obligations
• No warranties beyond professional provision
• Liability capped at 100% of the sums paid to CodeNOW during the previous 12 months
• No liability for lost profit, lost data, or indirect damages
• Customer responsible for Service selection suitability

14. Technical Support

• Second-level support during Business Hours (9-18 CET/CEST, Monday-Friday)
• Best-effort response by next Business Day
• Planned Maintenance excludes 24/7 guarantees
• Premium Support available separately

15. Confidential Information

• Both parties must maintain confidentiality
• CodeNOW may disclose to third parties if bound by confidentiality
• Confidentiality survives termination for 3 years
• CodeNOW may use Customer name as reference

16. Personal Data

• Processing occurs for contract performance, legal compliance, and rights protection
• Legal grounds: legitimate interest and legal obligation
• Data subjects have access, rectification, erasure, and restriction rights
• Data Processing Agreement (Appendix 1) incorporated

17. Term and Termination

Indefinite term unless specified otherwise. Either party may terminate with three-month notice.

CodeNOW may immediately terminate for:

• Abusive use or legal violations
• Third-party rights violations
• Payment default (30+ days)
• Failure to cooperate
• Force majeure
• Confidentiality breaches

Customer may terminate for substantial CodeNOW breaches (below 80% service performance for 3+ months, or missing functionality 30+ days).

18. Exit Procedures

• CodeNOW deletes Customer data within 1 month post-termination
• Exception: data required by law or for CodeNOW rights enforcement

19. Governing Law

• Czech Republic law governs
• Excludes conflict-of-laws rules

20. Dispute Resolution

• Negotiation required first
• Final arbitration via Czech Chamber of Commerce arbitration court
• Three arbitrator panel

21. Final Provisions

• Document priority: Order Form > Terms > Service Datasheet > Other documents
• Contract binding on successors
• Customer cannot assign receivables without written consent
• Void provisions don't invalidate others

Appendix 1: Data Processing Agreement

Establishes CodeNOW as data processor, Customer as controller under GDPR. Key obligations:

• Processing only per Customer instructions
• Personnel confidentiality requirements
• Technical/organizational security measures implemented
• Assistance with data subject rights requests
• Personal data breach notification without undue delay
• Audit rights (independent auditor minimum every 3 years)
• Subprocessor approval (general approval granted)
• Data deletion/return within 30 days post-termination
• Customer bears costs of compliance changes
• Customer compensates CodeNOW for GDPR-related damages including supervisory authority fines