of the company Retino.cz s.r.o.
reg. number 06222234,
with address Polská 1621/11, 120 00 Praha 2, Czech Republic
registered in the business register of the Municipal court in Prague, doc. number C278391
1. Basic provisions
1.1 These Terms and conditions (“T&C“) establish rights and obligations of parties for providing software rental by the Provider to the User.
1.2 By finishing the sign-up process and using the product, User agrees to T&C in full.
1.3 Contract according to T&C can be signed in a remote fashion, without the need of physical proximity of the parties.
- Parties are the parties of T&C and contract between Provider and User.
- Provider is the company Retino.cz s.r.o., reg. number 06222234, with address Polská 1621/11, 120 00 Praha 2, Czech Republic, registered in the business register of the Municipal court in Prague, doc. number C278391.
- User is the company or entrepreneur who enters the contract as a part of their business.
- Product is the software for e-commerce reverse processes provided by Provider.
- Licence contract is the contract licensing product to the User in compliance with T&C. Parties agree to entering the licence contract in compliance with the Czech law, § 46 par. 1 bill n. 121/2000 Sb. and T&C.
2. Entering the contract
2.1 How is the contract entered
2.1.1 Contracts are entered through online form on the product web or via email. Contract is entered when Provider accepts the order from the User on the product web or via email.
2.1.2 Contractual relationship between parties is entered when:
- User electronically orders the service
- Provider accepts such order
- proforma invoice is issued and sent to User
- User pays the invoice
2.1.3 After entering contractual relationship described abovehead, Provider is obliged to provide the product to the User and a licence to use it.
2.1.4 User is obliged to pay for the product and licence, according to Provider acceptance.
2.1.5 Provider accepts the order via e-mail. Acceptance is delivered within 4 working days from ordering. Provider manifests its will to enter the contractual relationship, which is entered after the User pays for the service.
3. Product rental, price, payment provisions
3.1 Product rental
3.1.1 Product rental is realized solely through hosted service provided or rented by Provider. Provider is obliged to reasonably ensure maximum service level.
3.2.1 Price paid to Provider is stated in the contract. No extra services are included, unless stated otherwise.
3.3 Payment provisions
3.4.1 User pays according to proforma invoices issued by Provider, with payment period at least 5 days. Payment is done through wire transfer or card payment.
3.4.2 After payment, User receives the invoice (VAT statement).
3.4.3 User obligation to pay is satisfied when the amount is received at the Provider’s bank account.
3.4.4 If the user is not able to pay their obligation, they must without delay contact the Provider and arrange new payment terms. If that doesn’t happen, Provider has right to account for penalties at the rate of 0,1% of amount owed (ex. VAT) for every day of delay since the original payment date.
3.4.5 If the user does not pay the obligation in time, Provider has right to suspend the product rental for the User, until the amount owed and penalties is paid in full.
4. Terms of delivery
4.1 Product delivery
4.1.1 Provider provides User access to the product interface. When Provider does so, it has fulfilled the delivery of the product, according to the contract. In no circumstances Provider provides source code of the product.
4.2 Product updates, upgrades, service and customer care
4.2.1 Provider provides user with limited phone and e-mail support.
4.2.2 Provider will update the product, free of charge.
4.2.3 Updates are done automatically and free of charge.
4.2.4 Provider decides about the frequency and range of updates. Primary goal of updates is to ensure the security of the product. Secondary goal is to enhance the product. New features and modules can be charged on top of contract provisions.
4.2.5 Provider can limit or suspend the service for the period of time needed for performing the update. Provider is not liable for any losses incurred due to product update.
4.3 Duration and termination of the contract
4.3.1 Contract is entered the day of signing, if not stated otherwise.
4.3.2 Contract is signed indefinitely. Contract can be terminated by any party and the notice period is one month. Notice period begins 1 day after the end of the current billing period.
4.3.3 Contract is terminated when:
- the parties agree to,
- or by written termination by any of the parties, in which case there is a one month notice period.
4.3.4 Any party is allowed to withdraw from the contract if the other party entered liquidation or insolvency.
4.3.5 Provider has right to suspend the product rental in the free plan, if there is no activity in the user account for 6 month. User does not have to be notified about this.
4.3.7. Provider has right to withdraw if the User breaches the contract:
- User is delayed with payment for more than 14 days
- User is repeatedly delayed with payment
- User breaches the copyright of Provider
- User provides the product for a third party, unless agreed to
- other substantial breach
4.3.8 By withdrawing from contract, all rights and obligations cease, except for:
- those provisions, which are usually reserved after contract termination, such as (not limited to) confidentiality, copyright and penalties
- withstanding payment for delivery
5. Obligations and warrants
5.1 User obligations
5.1.1 User is responsible for the content and data published to Provider’s servers and agrees to use the service with compliance to the legislation of Czech Republic, European union, international contracts and good manners.
5.1.2 User cannot use the service to distribute SPAM, which may bother or harm the recipients. If such behavior leads to blacklisting Provider’s servers, Provider has right to charge a penalty to the User, in the minimum of 5000 CZK.
5.1.3 Retino email service cannot be used for e-mail campaigns. User has to use specialized 3rd party products for such needs. User is not allowed to fake email headers.
5.2 Provider rights and obligations
5.2.1 Provider has right to suspend the service, for a limited period of time, especially for updating the product or infrastructure. If the circumstances allow, provider will inform about service suspension in advance. If the service is suspended for more than 24 hours, the monthly payment for the service is decreased proportionally according to the number of days of suspension.
5.3.1 Provider is not liable for costs incurred by faulty delivery, if they were caused by User, third parties or circumstances excluding liability.
5.3.2 Parties of this contractual relationship establish that the maximum amount of loss due to disrespected obligation on Provider’s side, is 30% of the product price paid by the User. Provider is not liably for data loss or corruption; cost of reconstruction of such data is bore by the User.
5.3.3 Parties are not liable for disrespecting obligations caused by the higher power.
5.3.4 Higher power:
Events that cannot be influenced by any party are:
- legislative restrictions,
- natural disaster,
- other events, that could not be foreseen and reasonably mitigated
5.3.5 Shoud circumstances preventing liability occur, responsible party will inform the other party without delay.
5.3.6 Unless stated otherwise, parties will not be liable for:
- loss of profits; unless the damage is caused by fraudulent conduct,
- loss incurred when the order was placed not by writting
6.1 Scope of the licence
6.1.1 Copyright and other intellectual property rights related to software products, including tutorials, manuals and other documents distributed together with software products, remain with the respective holder and is not altered by this licence.
6.1.2 Conditional to successful payment for the licence provision, Provider provides User with licence, i.e. right to use the product specified in the contract for the purpose derived from the contract and on the following terms:
- licence is non-exclusive
- licence is granted for the period the user pays for
- licence is granted for the European Union area
6.1.3 User cannot sublicense this licence. Advancing the delivery to another party can only be done with written consent by the Provider.
6.1.4 User is forbidden to copy, rent or lease the product, unless with written consent by the Provider. User is forbidden to surpass the service limits stated by T&C and the contract.
6.1.5 User is forbidden to modify, analyse or reverse engineer the product, access its source code or share the source code with 3rd party.
6.1.6 User must respect all the legal provisions and the provisions in this T&C and the contract.
6.1.7 User is not allowed to remove or cover any identification of respective subjects in software products or any part of it.
6.1.8 Copyright for the product is held by the Provider. All logos, trademarks, other brands and names belong to their respective owners. User is not entitled to any of those rights by entering the contract.
6.1.9 User ensures the content of the contract will remain confidential.
6.1.10 Provider ensures to honor trade secret and not disclose any facts gained from the User through the regular conduct of business.
6.1.11 Copyright respect the Czech Republic legislature.
6.2 Violating the licence
6.2.1 If User fails to comply with aforementioned licence provisions, Provider may withdraw from the contract and hold User liable for loss of profit. User then must respect such compensation, or the court sentence.
6.2.2 Product is author’s work and is protected by the copyright. User may use it only according to Provider’s instruction.
8. Final provisions
8.1 Unless stated otherwise, all the contractual or business relationship between the User and Provider is provided by this T&C. Legal rights and obligations are not affected by this.
8.2 Provider has right to change T&C. If Provider elects to do so, it must publish the altered version without delay. Updated T&C is accepted by User payment.
8.3 All the other oral arrangements are ineffective. All the amendments to T&C or contract must be done in written form.
8.4 If some provision becomes ineffective, other provisions remain effective. Provider then updates the provision so that it is effective.
8.5 Signed contracts are archived by the Provider in the electronic form and are not accessible. The language of the contract is Czech.
8.6 These T&C follow Czech legislature. Any disputes will be judged by Czech courts.
8.7 Any party is obliged to inform the other one about any circumstance that might arise and compromise fulfilling the obligations from this contract.
8.8 User cannot transfer rights and obligations without written consent by the Provider.
8.9 Provider has right to transfer rights and obligations, if the User is delayed with payment.
8.10 This T&C is effective January 1, 2018
This T&C is a translation of respective Czech document (Obchodní pomínky). We did our best to translate all the provisions correctly and soundly. In case of discrepancy, the Czech version takes precedence.