General Terms and Conditions for the use of the PartnerBox service

1. SMALL PAGES

1.1. Provider

The Provider is a commercial company AffilBox s.r.o., ID No. 28777000, with registered office at Jahnova 8, Pardubice, Postcode 530 02, Czech republic, Europe registered in the Commercial Register kept at the Regional Court in Hradec Králové, Section C, Insert 26701 (hereinafter referred to as “Provider”). The Provider is also the operator of the website www.partner-box.com (hereinafter referred to as “Website”).

1.2. Customer

The Customer is any natural or legal person who has full legal capacity as well as legal personality and who independently, on his/her own account and responsibility, carries out a gainful activity by way of trade or similar with the intention of doing so on a continuous basis for profit, who enters into a Contract (as defined below) with the Provider.
For the avoidance of doubt, it is stated that the Customer cannot be a consumer. The Service (as defined below) is not intended for non-business entities. (hereinafter referred to as “Customer”)

1.3 The Provider and the Customer are hereinafter also collectively referred to as “Parties” or individually “Parties”.

2. GENERAL PROVISIONS

2.1 These General Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) govern the rights and obligations of the Parties in the provision of the Service (as defined below) and, as amended from time to time and located on the Website, form an integral part of the Contract between the Customer and the Provider.

2.2 The legal relations of the Parties not expressly governed by these Terms and Conditions shall be governed by the relevant provisions of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the “Civil Code”).

2.3 By entering into the Contract, the Customer assumes the risk of change of circumstances within the meaning of Section 1765(2) of the Civil Code.

2.4. The Contract may be concluded in the Czech language.

3. CONCLUSION AND EFFECTIVENESS OF THE CONTRACT

3.1 The Customer orders the provision of the Service from the Provider by placing a binding order on the Website (hereinafter referred to as the “Order”).

3.2 In the Order, the Customer shall specify in particular:

3.2.1. the type of Service

3.2.2. the method of payment of the Price (as defined below)

3.2.3. the frequency of payment of the Price,

3.2.4. your name, surname, or business name, your place of business or registered office, your identification number and other contact details,

3.2.5. any other information necessary to provide the Service.

An Order that does not contain all of the above information shall not be deemed to be an Order under these Terms and Conditions, but only a request to use the Service for a trial period in accordance with clause 13 of these Terms and Conditions.

3.3 The Customer shall place the Order with the Provider via the interactive form on the Website. The order is made after filling in all the required data by its final confirmation by the Customer.

3.4 The Customer is obliged to provide only true and up-to-date information in the Order. The Provider shall not be liable for any damage incurred by the Customer due to the provision of false or outdated data in the Order.

3.5 By placing an Order, the Customer confirms that it has read these Terms and Conditions and undertakes to comply with them.

3.6 The Order shall be deemed to have been delivered to the Provider at the moment when the relevant electronic means of the Provider record the placing of the Order by the Customer. Upon delivery of the Order to the Provider, a contract for the provision of the Service (hereinafter referred to as the “Contract”) is concluded.

3.7 By making an Order, the Customer expressly represents and warrants to the Provider that:

3.7.1. it has the necessary capacity, power and authority to enter into the Contract and perform its obligations under the Contract;

3.7.2. is an entrepreneur within the meaning of Section 420 et seq. of the Civil Code;

3.7.3. it has not been the subject of a petition for the commencement of insolvency proceedings, nor is it threatened with insolvency within the meaning of Section 3(4) of Act No. 182/2006 Coll., on Insolvency and the Methods of its Resolution; there are no pending proceedings in connection with bankruptcy, arrangement, liquidation, reorganisation, insolvency or any other proceedings which may generally restrict the rights of the Customer’s creditors and which may affect the Customer or any of its assets;

3.7.4. there has been no execution or enforcement of a judgment against the Customer or its assets and the Customer is not otherwise restricted in the disposal of its assets;

3.7.5. there is not and will not be any fact for which any third party may, within the time limits prescribed by law under any enactment, contradict the legal act of the Customer which is the conclusion of the Contract, i.e., in particular, the Customer does not, by concluding the Contract, shortchange any of its creditors or waste its assets;

3.7.6. it is fully self-executing, no third party consents or approvals are required for the proper execution, effectiveness or performance of the Contract by the Customer, nor are any administrative or other public authorisations, notifications or consents required, the lack of which would render the Contract void or which the Customer should have received in connection with the execution and performance of the Contract and which would not have been complied with.

4. SUBJECT OF THE CONTRACT

4.1 The subject matter of the Agreement is the Provider’s obligation to provide the Customer with the PartnerBox software application service (hereinafter referred to as “PartnerBox”) in the form of “SaaS” (Software as a Service) and the Customer’s obligation to pay the Provider the agreed Price for this service (hereinafter referred to as “Service”).

4.2 The subject matter of the Service is in particular:

4.2.1. access to PartnerBox via the web interface or the PartnerBox mobile application, using a login and password;

4.2.2. use of PartnerBox for the Customer’s purposes for the period of time specified under the Agreement.

4.3 A more detailed specification of the content and parameters of the Service is set out on the Website.

5. LICENCE

5.1 By entering into the Agreement, the Provider grants the Customer a non-exclusive and territorially unlimited right to exercise the right to use the PartnerBox (hereinafter referred to as  “License”), solely for the purpose of proper use of the Service for the duration of the provision of the Service by the Provider to the Customer. The fee for granting the License is included in the Price.

5.2 The Customer is not entitled to grant a sub-licence. He/she is entitled to assign the Licence, including to a person forming a concern with him/her within the meaning of § 71 et seq. of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives, only with the express consent of the Provider.

5.3 The Customer shall not be entitled to exceed the scope of the Licence agreed in the Agreement or set out in these Terms and Conditions.

5.4 The Customer shall not modify, reverse engineer, recompile, convert from the source code of the Application, access the source code of the Application or make the source code of the Application available to any third party or attempt to circumvent the security and account restrictions of the Application.

5.5 The content of the Application and the Web Portal and the content related to the Application and the Web Portal is protected by the Provider’s copyright and may be protected by other rights of others, and the rights to such content are the exclusive property of the Provider. Content means all texts, graphic content, software and overall concept. The Customer may not make reproductions of the application or parts thereof, or entrust any other person to do so.

5.6 The Customer shall further comply with all restrictions on the use of the Software imposed by law, the Agreement and these Terms.

6. SERVICE PRICE AND LICENSE DURATION

6.1 The price for the provision of the Service (hereinafter referred to as “Price”) is set out in the Provider’s price list, which is located on the Website (hereinafter referred to as “Price List”). The Price is deemed to be paid at the moment of crediting the amount of the Price to the Provider’s account.

6.2 The Price is always for the time period specified for the relevant Price in the Price List.

6.3 The Price is always payable no later than 14 days from the date of delivery of the Provider’s notice to the Customer to pay it (the notice may be replaced by a tax invoice). The Customer shall be entitled to choose the regular frequency of payment of the Price (typically annual), from the options offered by the Provider on the Website, in the Order, or at any time during the term of the Contract, the Customer shall be entitled to request a change in this frequency.

7. HOURS OF SERVICE

7.1 The Provider shall commence the provision of the Service to the Customer immediately upon payment of the Price (first payment) and shall continue to provide the Service for the duration of the Contract, unless otherwise expressly stated in the Contract or these Terms and Conditions.

7.2 The Contract is for an indefinite period.

7.3 Either Party may terminate the Agreement (i.e., the provision of the Service) without giving any reason. The notice period shall be 1 month from the date of delivery of the notice to the other Party.

7.4 In the event of termination of the Contract by the Customer’s notice, the Customer shall not be entitled to a refund of any part of the Price.

7.5 In the event of termination of the Contract by the Provider’s notice, the Customer shall be entitled to a refund of the Price paid for the period of the first and second month following the calendar month in which the Contract terminates (the Customer shall not be entitled to a refund of any further part of the Price).

7.6 The Provider’s obligation to provide the Service shall cease if the Customer is in default in the payment of the Price (any payment thereof) or any part thereof.

8. CUSTOMER’S AND USER’S RIGHTS AND OBLIGATIONS

8.1 The Customer shall pay the Price to the Provider for the provision of the Service in a proper and timely manner.

8.2 The Customer shall ensure that each person to whom the Customer grants access to PartnerBox (“User”) has their own login details to the system. Sharing of login details by multiple Users is not permitted.

8.3 The Customer shall ensure that each User complies with the obligations relating to the use of the Service and the use of PartnerBox as set out in the Agreement and these Terms to the same extent as the Customer itself.

8.4 The Customer shall be liable in its entirety for any breach of the Agreement and these Terms by any User.

8.5 Each User shall be under an obligation not to disclose their PartnerBox access details to others and to protect them from misuse by any third party.

8.6 The Customer may not use the PartnerBox for illegal activities, sending spam, or activities contrary to generally binding legal regulations or good morals. The Provider shall not be liable for such activities of the Customer or Users.

8.7 The Customer has the right to delete his/her account at any time, but may only do so through his/her own account. For security reasons, deletion requests made by e-mail or telephone will not be taken into account. Deleted accounts cannot be restored in any way and any messages or settings contained therein will be irretrievably deleted. Deleting an account does not result in a refund of the Price for the period in question to the Customer.

8.8 Neither the Customer nor the Users may damage the reputation of the Provider.

8.9 The Customer undertakes to immediately inform the Provider of any malfunctions and malfunctions of the Service by e-mail to: info@affilbox.cz.

8.10. The Customer understands that as part of the provision of the Service, the Provider gains access to all data located in the Account. The Customer hereby agrees that the Provider may, to the extent necessary for the provision of the Service (in particular for the purpose of diagnosing reported errors, repairing and modifying the system, etc.), determine the content of such data, store, archive, backup, process, etc.

9. PROVIDER’S RIGHTS AND OBLIGATIONS

9.1 The Provider undertakes to exercise all reasonable professional care to ensure the proper functioning of the Service.

9.2. The Provider shall be entitled to use applications developed by third parties in connection with the provision of the Service and ensuring its proper functioning, intended, inter alia, for the analysis of data stored therein, etc.

9.3 The Provider shall be obliged, if requested to do so by a court, prosecutor’s office or other relevant administrative authority (hereinafter referred to as “Public Authority”) or, if such obligation arises from generally binding legal regulations, to make the account of any User, or any data of the Customer to which it has access, available to the relevant Public Authority.

9.4 The Provider shall, no later than 30 days from the date of termination of this Agreement or the termination of the provision of the Service, as the case may be, or the deletion of the relevant account of any User, ensure the deletion, or other destruction, of any affected data of the Customer (or the relevant User).

9.5 The Provider shall be entitled to suspend the Customer’s (or User’s) access to the relevant account in the event of a breach of the Agreement or these Terms and Conditions by the Customer.

9.6 The Provider reserves the right to modify the PartnerBox application without prior notice. Any interruptions in the proper functioning of the Service during the period of such modifications shall not be considered a breach of the Provider’s obligations under the Agreement, provided that the continuous duration of such interruptions does not exceed 8 hours.

9.7 The Provider shall ensure the operation of all its software and hardware resources to provide the Service. Exceptions to this obligation are conditions that are beyond the Provider’s control and cannot be prevented. These are, for example, force majeure, accidents, outages of public telecommunication networks or other actions necessary to ensure the operation of the Service by the Provider (e.g. software updates, server configuration, etc.).

9.8. All data stored by the Customer or the User on the account set up by the Provider for the Customer within the scope of the provision of the Service shall be the exclusive property of the Customer or the User, respectively, and the Provider shall not acquire any ownership or usage rights to them, unless otherwise expressly agreed.

10. PROVIDER’S LIABILITY

10.1 The Provider is not responsible for the content and nature of the Customer’s (User’s) data located on the relevant account or sent using the Service, nor for the content and nature of any third party data (i.e., data sent to the Customer by third parties).

10.2 The Provider shall not be liable for any damage caused to the Customer (or the User, as the case may be) as a result of any malfunction, failure, error or defect in the Service, or its proper functionality, of which the Customer was unaware or did not anticipate, and the Customer hereby waives any claim for compensation for such damage, unless the Provider has caused such damage to the Customer intentionally or through gross negligence.

10.3 The Provider shall not be responsible for archiving the Customer’s data (although it is entitled to do so).

10.4 For the avoidance of doubt, by entering into the Contract, the Customer represents that the maximum damage that may be caused to the Customer as a result of the use of the Service (or limited use or temporary non-use of the Service) shall not exceed the Price of the Service for a period of one year.

11. INFORMATION ABOUT THE PROCESSING OF PERSONAL DATA

11.1 The Customer confirms that the Personal Data provided is accurate and that it has been advised that it is a voluntary provision of Personal Data.

11.2 The Customer acknowledges that the Provider processes its Personal Data to the extent that:

• first and last name
• email address
• IP address

(hereinafter referred to as “Customer’s Personal Data”)

11.3 The Customer’s Personal Data must be processed for the purposes of identifying the Parties and performance under the Contract and for the purpose of recording the Contract and for the purpose of any future exercise and defence of the rights and obligations of the Parties.
Such processing is permitted by Article 6(1)(b) and (f) of Regulation (EU) No. 2016/679 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) (hereinafter referred to as “Regulation”).
The IP address will also be processed for the purpose of ensuring protection against cyber-attacks. Such processing is permitted under Article 6(1)(f) of the Regulation.

11.4 The retention and processing of the Customer’s Personal Data for the above purposes shall be carried out for the duration of the Contract and for a period of 10 years from the termination of the Contract, unless other legislation requires the retention of contractual documentation for a longer period.

11.5 The Customer acknowledges that it is obliged to provide its personal data correctly and truthfully and that it is obliged to inform the Provider without undue delay of any changes to its personal data.

11.6 The email address may be processed for the purpose of inclusion in the database for sending commercial communications. This procedure is allowed by § 7, paragraph 3 of Act No. 480/2004 Coll., on Information Society Services, on the basis of a concluded Contract, unless the Customer rejects it. These communications can only concern similar services and can be unsubscribed at any time in a simple way – by sending a letter, e-mail or by clicking on the link in the commercial communication. The email address will be processed by the Provider for this purpose for the duration of the provision of the Services and for a period of 3 years from the termination of the provision.

11.7 The Customer acknowledges that under the Regulation it has the right to:

• require the Provider to inform him/her what personal data he/she is processing,
• request access to such data and to have them updated or corrected, or to request the restriction of processing,
• request the Provider to delete such personal data,
• to data portability and the right to request a copy of the personal data processed,
• in the case of processing carried out on the basis of the Provider’s legitimate interest pursuant to Art. 6(1)(f) of the Regulation, the right to object to processing
• to lodge a complaint with the Office for Personal Data Protection and the right to effective judicial protection if the Customer considers that its rights under the Regulation have been violated as a result of the processing of its personal data in breach of the Regulation.

12th PERSONAL DATA PROCESSING AGREEMENT

12.1 By entering into the Agreement, the Provider and the Customer also enter into a contract for the processing of personal data (hereinafter referred to as the “Processing Contract”) pursuant to Article 28(3) of the Regulation, which defines the rights and obligations of the Parties in the processing of personal data carried out within the framework of the provision of the Service.

12.2 The Provider, as a processor, is entitled to process the following personal data of data subjects who register for the Customer’s commission programs for the Customer as a controller:

• first name, middle name and surname
• email address
• system data (IP address and cookies)
• possibly other personal data set by the Customer

(hereinafter referred to as “Personal Data”)

12.3 Disclosure will be made by the Personal Data being entered into the PartnerBox application by the Customer or directly by the data subjects as part of the registration for the Customer’s commission program.

12.4 The Provider will process personal data only for the purpose of providing the Services as specified by the Customer.

12.5 The Customer is entitled to extend the purpose of processing in accordance with the relevant legislation, whereby the instruction for further processing may only be communicated to the Provider in writing. For the purposes of the Processing Contract, e-mail communications between the Parties addressed to authorised persons shall also be deemed to be in writing.

12.6 The Provider undertakes to take technical, organisational and other measures to prevent unauthorised or accidental access to, alteration, destruction, loss or other unauthorised use of Personal Data. In particular, the Provider undertakes to:

a) use secure access to the PC, whereby accesses to the PC shall be known only to the Provider;
b) use software and services for processing that meet standard data security requirements and comply with the standards set by the European Union;
c) not make copies of the Personal Data database without the prior consent of the Customer, unless it is necessary for the provision of the Services;
d) use appropriate security means, e.g.
e) not to allow access to the data to third parties, except for the persons referred to in Clause 12.12 of the Terms and Conditions, unless such access is approved in writing by the Customer or is based on the Processing Agreement;
f) to maintain confidentiality with respect to the Personal Data.

12.7 The Provider also undertakes to:

a) to process Personal Data only in the form in which it has been provided to it by the Customer or directly by the Data Subjects;
b) to process Personal Data only for the purposes set out in this Processing Agreement and only to the extent necessary for the fulfilment of those purposes;
c) not to aggregate Personal Data that have been collected for different purposes;
d) to retain Personal Data only for the period of time specified in the information obligation or consent to the processing of Personal Data in relation to a particular Data Subject. The Customer shall inform the Provider of the processing period or, where applicable, instruct the Provider to cease processing within a reasonable time before the processing period expires.

12.8 Both the Provider and the Customer undertake to comply with the obligations set out in the Regulation and other generally binding legal regulations applicable to this activity when processing personal data on the basis of the Agreement and the Processing Agreement.

12.9 The Provider undertakes to correct, update, delete or relocate the Personal Data as instructed by the Customer without undue delay after such request.

12.10. In the event that the Data Subject’s request pursuant to Article 18 of the Regulation to the Provider is found to be justified, the Provider undertakes to remedy the defective condition without delay.

12.11 The Provider shall act with professional care in the performance of its obligations under the Processing Agreement, follow the instructions of the Client and act in accordance with the interests of the Client. If the Provider discovers that the Customer is in breach of its obligations imposed by the Regulation, it shall notify the Customer immediately in accordance with Article 28(3)(h) of the Regulation.

12.12. The Customer acknowledges and agrees that the Personal Data will be disclosed to other entities, with these entities acting as sub-processors. The Provider shall provide a list of such entities to the Customer upon request. These are in particular the following categories of sub-processors:

• providers of analytical software
• providers of marketing software
• providers of accounting and payment software
• providers of monitoring software
• providers of customer care software
• providers of server software
• providers of other software tools

12.13. The Processing Contract shall be effective for the duration of the Contract, but shall not terminate until the Provider has fulfilled its obligations under Article 12.14 of the Terms and Conditions

12.14. In the event of any termination of the Contract, the Processing Contract or the termination of the processing of Personal Data, the Provider shall promptly, but no later than 30 days after such termination, destroy the Personal Data, unless the Parties agree otherwise. The Provider must carry out the destruction in such a way as to prevent unauthorised processing of the Personal Data, in particular that:

– take such organisational measures to prevent the processing of Personal Data by unauthorised persons,
– take such technical measures and choose such a method of disposal that the disposal is complete and irreversible

12.15. The Provider undertakes to maintain the confidentiality of the Personal Data processed, in particular it shall not disclose, disseminate or transfer it to other persons outside the persons in the position of sub-processors according to point 12.12. of the Terms and Conditions. This obligation of the Provider shall continue after the Processing Agreement has expired.

12.16. The Customer shall:

a) inform the Provider of the disappearance of the legal title for the processing of personal data or,
b) carry out the destruction of the personal data,

if the legal title for the processing of Personal Data ceases to exist (e.g. the consent expires, the data subject expresses his/her opposition to the processing on the basis of Section 7(3) of Act No. 480/2004 Coll., on certain information society services, etc.).

In the event of a breach of this provision, the Customer shall be obliged to reimburse the Provider for the damage incurred by the Customer as a result of the breach of duty, and the Provider shall further be entitled to restrict or completely suspend the Customer’s access to the Service until the remedy is agreed by the Customer. This period of interruption shall not count towards the guaranteed availability period.

12.17. If the Provider breaches its obligations under the Processing Agreement or the Regulation as a result of an act caused by it, it shall only be liable for damage caused entirely as a result of such culpable act.

12.18. The invalidity or unintelligibility of any provision of the Processing Agreement shall not affect the validity of the other provisions of the Processing Agreement or the Terms.

12.19. The Parties undertake to provide each other with all necessary cooperation and documentation to ensure the smooth and effective implementation of the Processing Agreement, in particular in the event of negotiations with the Office for Personal Data Protection or other public authorities.

12.20. The Provider undertakes to provide the Customer with all information necessary to prove that the obligations set out in the Processing Contract or the Regulation concerning personal data have been fulfilled and to allow the Customer or a third party bound by confidentiality to the Customer to audit it to a reasonable extent. The audit must be announced sufficiently in advance, at least 10 days before the audit takes place, and must not unduly interfere with the Provider’s activities. The costs of the audit not resulting from a clear breach of the Provider’s obligations shall be borne by the Client.

13. WRITTEN COMMUNICATIONS AND COMMUNICATIONS

14.1 All notices or other communications between the Parties, unless otherwise expressly stated in these Conditions, shall be in writing and delivery may be made in person, by courier, by post or other postal licensee, or by email in the case of the Provider to the address set out below and in the case of the Customer to the address provided by the Customer to the Provider in the Order.

If a notice or other communication is delivered by hand, it shall be deemed to have been duly delivered at the time when delivery is acknowledged by the recipient.

If the information, notice or communication is sent by e-mail, it shall be deemed to have been duly served at the moment of receipt of the electronic confirmation of delivery (or the recipient’s refusal to send such confirmation), or at the moment of sending such notice which has not been delivered to the recipient solely for reasons attributable to the recipient (such reasons include, for example, technical difficulties, failure to notify a change of address, etc.)

However, if it is made outside the recipient’s normal working hours (agreed for the purposes of this Article: Monday to Friday – excluding non-working days, 8:00 a.m. to 6:00 p.m.), 8:00 a.m. on the next working day shall be deemed to be the time of actual delivery.

A registered mail that is not picked up by the addressee at the appropriate office of the post office or other postal licensee, even on the day after it is deposited, shall also be deemed to have been delivered on that day.

14.2 Delivery to the Provider:

AffilBox s.r.o.
Pardubice, Jahnova 8, Postal Code 530 02, Czech republic, Europe
Email: info@affilbox.cz

15. FINAL PROVISIONS

15.1 These Terms and Conditions and all Agreements are governed by generally binding laws and regulations in force in the Czech Republic.

15.2 The Provider has the right to change these Terms and/or the Price List at any time. The Provider must notify the Customer of changes to the Terms and Conditions or the Price List and publish the new full version on the Website. The Customer shall be entitled, in the event that it does not agree with the change to the Terms and Conditions or the Price List, to terminate the Contract within 30 days of the date on which the changes to the Terms and Conditions or the Price List were published on the Website, in which case such situation shall give rise to claims under Article 7.5 of this Contract, i.e. as if the Contract had been terminated by the Provider. In the event that the Customer does not terminate the Contract, from the 31st day after the new Terms and Conditions (or Price List) are published on the Website, the Contract shall continue to be governed by such new Terms and Conditions and Price List.

15.3 In the event that any provision of these Terms is invalid or ineffective for any reason, such invalidity or ineffectiveness shall not invalidate or render ineffective the remainder of these Terms or any Contract.

15.4 These Terms shall come into force and effect on 1 January 2021.