TERMS AND CONDITIONS

num.: OBP/03/2018

1. The Seller undertakes to supply the Buyer with the PALSTAT CAQ software, including implementation and training according to the specification of quantity and type. The Buyer undertakes to pay the agreed purchase price for the ordered goods.
2. The Seller shall provide the Buyer with extensions of licenses for SW modules already purchased or the purchase of additional PALSTAT CAQ SW modules at any time.
3. The Seller hereby declares that they are not aware of any legal defects of the Program Product.
4. The Buyer is entitled to use the Program Product in a network indefinitely on the basis of a contract or order, but only in accordance with the terms agreed in this specification.
5. The Buyer hereby declares full knowledge and understanding of the terms of the license, in particular the fact that the granted license rights are non-exclusive and non-transferable to third parties and is aware of this and undertakes to comply. The Seller authorizes the Buyer to use the software only within the territory of the Czech Republic (SR) at the registered office of the Buyer.
6. The Seller does not guarantee that the selected software product will work with other programs selected separately by the Buyer, with the exception of the operation systems listed in the configuration requirements:
   • System Requirements
   • Printer drivers compatible with supported operating systems
   • Programs in which cooperation is conditional on the complex functionality of the supplied PALSTAT software products (changes to the operating system database server cannot be made without approval from the Seller - information on the planned change and subsequent approval of changes to the operating system version must be made in writing. Otherwise the Seller shall not be liable for any defects arising to the PALSTAT program product, nor for any damage resulting to the Buyer.
   • ERP system within the agreed transfer driver specification
   In other cases, the buyer  is responsible for selecting the program product in relation to HW compatibility if not accepting Seller recommendations and for the consequences of its use and for obtaining the desired results.V ostatních případech kupující nese sám odpovědnost za výběr programového produktu ve vztahu ke kompatibilitě s HW v případě, že neakceptuje doporučení prodávajícího, a za následky jeho používání a za žádané a získané výsledky.
7. The following channels of communication are agreed between the Buyer and the Seller: telephone, fax, letter. E-mail can be used, but the communication is only informativ. Telephone commmunication must be conformed without delay in a verifiable written form (fax, letter, e-mail).
8. Obligation to deliver the Program Products shall be met by the Seller by handing it over and installing it at the registered office if the Buyer or at another location specified by the Buyer.
9. As well as the delivered software products, the Seller is obliged to provide the buyer with the corresponding documentation, SW License card and Handover protocol - handover of the PALSTAT CAQ system into permanent operation. The transfer of advances and software licenses is on condition of fulfillment of point 1. 
10. Payments for SW or HW will be in the form of Advance Invoices. Upon payment of the advance invoice, the tax document  will be issued ( the FA will contain all the details of the tax document). Invoices are due within 30 days of receipt by each buyer.
11. SW PALSTAT CAQ supplied by the Seller is covered by a 12 month warranty, which is valid from the the day of completion of the order or contract. During the warranty period, the Buyer is entitled to request a charge free UPGRADE of a new commercially available version of PALSTAT CAQ with the existing number of purchased licenses. UPGRADE is in most cases solved by sending update files by email with a description of the installation process. In necessary cases and upon request we provide direct service to the buyer, with the applicable fee according to the current price list.
12. Information regarding releases of current versions of PALSTAT CAQ SW can be found by the Buyer on the accessible WEB server (customer portal). Access data is provided on request. Request for a new commercially available SW version free of charge must contain a description of the technical resources (sever type, operating system version, memory capacity available, input devices) on which the new version should be operated.
13. The aforementioned warranty period is extended by the period during which the Buyer has concluded a contract with the Seller for the maintenance of the SW product - Post-warranty service. The SW product maintenance contract will provide all services related to the operation and innovation of the product at the appropriate prices of services and products according to the valid price lists of the Seller. The warranty period is extended by the period for which the buyer cannot use the goods due to defects for which the Seller is responsible.
14. The Seller pledges that for each delivered program that, unless modified by the Buyer, they will perform the functions as described in the supplied documentation provided that they are operated on the appropriate technical resources (HW).
15. The Seller is obliged to remedy defects of the PALSTAT CAQ product claimed during the warranty period free of charge (in cases of a justified claims all costs shall be borne by the Seller) within the agreed time from demonstratable notification by the Buyer: 
    • Within 48 hours defects that substantially prevent the use of PALSTAT CAQ SW modules (removal can be achieved by telephone advice with the user or computer centre, e-mail, sending repair files or a personal visit)
    • however no later than 30 days after Buyer notification of the defects that do not prevent the use of PALSTAT CAQ SW modules (new Sw modification).
16. programs in which cooperation is conditional on the complex functionality of the supplied PALSTAT software products (changes to the operating system database server cannot be made without approval from the Seller - information on the planned change and subsequent approval of changes to the operating system version must be made in writing. Otherwise the Seller shall not be liable for any defects arising to the PALSTAT program product, nor for any damage resulting to the Buyer.
    Program products are defect if they are not delivered in the quantity, quality or design or if they have legal defects. Delivery of program products other than specified in the order are also considered as a defect.
    • if they are subject to third party rights
    • if they are in conflict with the laws and regulations of the Czech Republic / Slovakia valid at the time of transferral of the SW to the Buyer.
17. Defects caused by incorrect setting of system parameters by the Buyer are not considered to be defects of software products.
18. In the event that the delivered software products do not correspond to the specifications of the order, the Buyer is entitled to:
    • seek removal of the defect by replacing the program products,
    • seek removal of legal defects,
    • seek removal of defects by repair if the defects are repairable,
    • seek a reasonable discount on the purchase price,
    • withdraw from the business agreement in the case that the defects make the program products unusable for standard purposes and if the Seller does not remedy the defects in the agreed manner and agreed time.
19. Regarding the claim, notification of defects, the defect must be described or as the case may be, how the defect manifests itself.
20. Futhermore, the warranty does not cover the following cases of SW damage:
    • damage caused by improper handling,
    • damage caused by natural disasters,
    • damage as a result of burglary,
    • as a result of computer viruses or inexperienced and negligent manipulation by the Buyer
    • Buyer caused damage due to incorrect use of SW,
    • non-specialist tampering with the application program or system software and environment, including tampering with the system configuration, to reinstall software deleted or damaged by tampering.
21. The Buyer shall be liable for all damages incurred by the Seller as a result of a breach of the License Agreement, in particular any copyright infringement.
22. The Seller undertakes to protect Buyer property and prevent damage to the Buyer during implementation of SW modules, including damage or data loss (excluding data loss due to non-specialist intervention by the Buyer, being required to regularly backup the PALSTAT CAQ system). The Seller is responsible for proving any damages incurred by the Buyer due to legal defects of delivered SW products and discrepancies of delivered SW products with regard to valid legislation of the Czech Republic / Slovakia.
23. All data stored on the environment of the Buyer computer, which the Seller becomes acquainted with during the fulfillment of the subject matter of this Agreement is confidential. Participants undertake to ensure the confidentiality of this data.
24. In the case of cancellation of training by the customer in less that 5 working days, a cancellation fee of 70% of the planned invoice price will be charged, this is due to our not being able to provide the reserved consultant to an other event in such a short time.