NEXTKS GENERAL TERMS OF SERVICE
Version: 20260211
THESE TERMS OF SERVICE ("TERMS") CONSTITUTE A BUSINESS AGREEMENT BY AND BETWEEN T-SOLARCH S.R.O., A BUSINESS COMPANY ORGANISED UNDER THE LAWS OF THE CZECH REPUBLIC, SEATED AT PŘÍKOP 843/4, 602 00 BRNO, CZECH REPUBLIC, ID NO.: 095 65 701, THE PROVIDER OF THE NEXTKS SERVICE (THE "PROVIDER") AND YOU, AS IDENTIFIED IN THE ORDER FORM, AS THE CLIENT (THE "CLIENT"). IF YOU ACCEPT THESE TERMS ON BEHALF OF A LEGAL ENTITY, YOU CONFIRM, REPRESENT, AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER INTO AGREEMENTS ON BEHALF OF THAT LEGAL ENTITY.
THE SPECIFIC DETAILS OF THE SERVICE WILL BE SET FORTH IN AN ORDER FORM OR ANY SIMILAR DOCUMENT, WHICH, TOGETHER WITH THESE TERMS AND ALL ATTACHMENTS, ADDENDUMS, AND EXHIBITS THERETO INCORPORATED BY REFERENCE, CONSTITUTE THE FULL AGREEMENT ("THE AGREEMENT"). IN CASE OF ANY DISCREPANCIES BETWEEN THE AGREEMENT AND THE ORDER FORM, THE ORDER FORM SHALL PREVAIL.
EXECUTION OR ACCEPTANCE OF THE ORDER FORM THAT EITHER (A) HAS THESE TERMS ATTACHED, OR (B) INCORPORATES THESE TERMS BY REFERENCE, CONSTITUTES YOUR ACKNOWLEDGMENT AND AGREEMENT THAT THESE TERMS ARE INCORPORATED INTO, AND FORM PART OF, THE AGREEMENT.
1. SUBSCRIPTION
1.1. Subscription
The Service is provided on a subscription basis ("Subscription"). Fees are payable in advance for each recurring subscription period ("Subscription Term"), the length of which depends on the Subscription Plan selected by the Client and specified in the applicable Order Form.
1.2. Duration
The Subscription Term commences on the Commencement Date and continues through the initial term and any renewal terms, unless terminated earlier by either Party in accordance with these Terms.
1.3. Automatic Renewal
At the end of each Subscription Term, the Subscription will automatically renew under the exact same conditions unless it is cancelled by the Client ("Automatic Renewal"). The Client may cancel Automatic Renewal either through the Client's online account (if available) or by providing prior written notice to the Provider's customer support team.
In case of a Monthly Subscription, the Client must provide at least fourteen (14) days' notice before the end of the current Subscription Term; in case of an Annual Subscription, the Client must provide at least thirty (30) days' notice. The Service will continue until the last day of the Client's current Subscription Term unless a later termination date is specified by the Client.
Under no circumstances will the Client be entitled to a refund of fees paid or a credit against fees due. If the Provider receives a notice after the applicable deadline, the Subscription will be cancelled at the end of the next Subscription Term.
2. FEES & PAYMENTS
2.1. Fees
The Client shall pay the Subscription Fee and any other applicable charges (collectively, the "Fees") in full and when due. Unless expressly stated otherwise, all Fees are exclusive of taxes, including value-added tax, sales tax, and withholding tax, which shall be borne by the Client in addition to the Fees.
The Client shall not withhold, set off, or deduct any amounts from the Fees payable to the Provider, except as expressly agreed in writing by the Parties. All Fees (i) are payable in the currency specified in the applicable Order Form or displayed during the ordering process, and (ii) are non-cancellable and non-refundable, except as expressly provided in these Terms.
2.2. Subscription Fee Change
The Provider may modify the Fees in its discretion, provided that any change in Subscription Fees will take effect only upon the renewal of the then-current Subscription Term.
The Provider shall provide the Client with written notice of Subscription Fee change at least fourteen (14) days before the end of the current term for monthly Subscriptions and at least thirty (30) days before the end of the current term for annual Subscriptions.
If the Client does not agree to the revised Subscription Fee, the Client may terminate the Subscription effective as of the end of the current Subscription Term by giving written notice at any time prior to the renewal date. Continued use of the Service after the effective date of a Subscription Fee change constitutes acceptance of the revised Fees.
2.3. Late Payments
In addition to any other rights or remedies available to the Provider, if the Client fails to pay any Fees when due, the overdue amount shall accrue interest at the statutory rate applicable under the laws of the Czech Republic for commercial obligations (currently the Czech National Bank repo rate plus eight (8) percentage points per annum), accruing daily from the due date until the date of actual payment, whether before or after judgment.
If any Fees remain unpaid for more than fourteen (14) days after written notice from the Provider, the Provider may suspend access to the Service until all outstanding amounts (including accrued interest) are paid in full.
2.4. Payment processing
The Provider is entitled to appoint third-party service providers for payment processing ("Payment Processors"). The Client shall provide complete and accurate payment and billing information along with a valid and authorized payment method to pay all Fees due under these Terms.
By accepting these Terms, the Client authorizes the Provider and the Payment Processor to charge the payment method for all Fees, including Subscription renewals, in accordance with these Terms. No additional consent or notice will be required for such charges, except as otherwise provided herein or required by applicable law.
If a payment method is rejected or payment cannot be processed, the Client agrees to provide promptly an alternative payment method acceptable to the Provider or the Payment Processor. Failure to pay may result in suspension or termination of the Service, subject to these Terms.
The Provider commits to handling the Client's payment information securely and in accordance with applicable data protection and payment processing regulations. The Provider will only use Payment Processors that comply with these standards to ensure the safety and confidentiality of the Client's payment data.
3. SERVICE DELIVERY
3.1. Service Availability
The Service is provided as a multi-tenant SaaS platform requiring no infrastructure setup or installation by the Client. Access to the Service shall be available immediately upon execution of the Order Form and payment of the applicable Fees. The Subscription Term shall commence on the date of execution of the Order Form ("Commencement Date"), unless a different date is specified in the Order Form.
The Client undertakes to provide the necessary cooperation, information, access, and resources to complete the onboarding and enable full utilisation of the Service. Any delay, failure, or omission attributable to the Client shall be at the Client's sole risk and expense.
Any onboarding, integration, or training services exceeding the scope of the standard onboarding support shall be provided solely upon the Client's request and subject to the Provider's prior written acceptance, at the Provider's then-current rates.
3.2. Updates
The Provider may make updates, modifications, or enhancements to the Service, provided that such updates do not materially reduce the overall functionality of the Service.
4. TERMINATION
4.1. Termination for Cause
Each Party may terminate the Agreement if the other Party commits a material breach and fails to cure such breach within thirty (30) days after receiving written notice thereof.
The Provider may also terminate these Terms with immediate effect if the Client becomes insolvent, is declared bankrupt, has assigned its assets to the benefit of creditors, or makes a similar arrangement, or is undergoing reorganization, liquidation, or dissolution.
The Provider may terminate the Agreement immediately if applicable laws prohibit the continued provision of the Service, or if doing so would violate recognized sanctions or export control regulations.
4.2. Suspension
The Provider may suspend the Service (i) with immediate effect if the Client materially breaches these Terms or if continued provision of the Service becomes impossible due to applicable statutory requirements; or (ii) upon at least fourteen (14) days' prior written notice if the Client fails to comply with any non-material provision of these Terms and does not remedy such failure within the notice period.
The Provider will use reasonable efforts to notify the Client of any suspension by email as soon as reasonably practicable.
4.3. Termination for Convenience
Either Party may terminate the Agreement at any time without cause by providing the other Party with at least thirty (30) days' prior written notice. In the event of termination under this Section 4.3, the Provider shall refund the Client on a pro-rata basis for any prepaid Subscription Fees covering the unused portion of the Subscription Term following the effective date of termination (excluding the notice period). For clarity, termination for convenience shall not relieve either Party of obligations accrued prior to the effective date of termination.
4.4. Discontinuation of the Service
The Provider may elect to discontinue the Service at any time. Unless prohibited by binding obligations or occurrence of any emergencies or legal requirements, the Provider will use reasonable efforts to notify the Client at least thirty (30) days in advance of such discontinuation.
4.5. Consequences of Termination
On termination of these Terms: (a) the Provider shall discontinue the Service, (b) the Client shall promptly (in any event within seven (7) business days of the termination date) pay any outstanding balances owed to the Provider, (c) all licenses, permissions, and authorizations granted to the Client shall automatically terminate, and (d) the Client shall cease all use of the Service and delete all installation or execution files from its devices or cloud storage, except that the Client may retain copies to the extent, and only for so long as, retention is required by applicable law.
If terminated due to the Provider's material breach of the Agreement, or in case of discontinuation of the Service, the Client will be entitled to a prorated refund of any prepaid Subscription Fees covering the unused portion of the Subscription Term.
4.6. Survival and Accrued Rights
Any provision of these Terms which, expressly or by implication, is intended to survive termination shall remain in full force and effect. Termination shall not affect any rights, remedies, obligations, or liabilities of either Party that have accrued up to the date of termination, including the right to claim damages for any breach that existed before or at the time of termination.
5. CLIENT'S DUTIES AND RESTRICTIONS
The Client shall:
i. Implement and maintain effective security measures to prevent unauthorized disclosure of Access Credentials and unauthorized access to the Service;
ii. Ensure that all Authorised Users access the Service using supported systems and technologies as listed in the Documentation;
iii. Promptly report any suspected unauthorized use to the Provider;
iv. Maintain all necessary backup copies of Client Data.
The Client shall not and shall not allow, assist, or enable any other person, including Authorized Users, to:
i. Use the Service or Outputs in violation of this Agreement or applicable law;
ii. Introduce into the Service any software code, routine, or instruction of a malicious, harmful, or disruptive nature;
iii. Interfere with or disrupt the Service, including circumvent any rate limits or restrictions, or bypass any protective measures or usage controls implemented by the Service;
iv. Reverse engineer, decompile, translate, or discover the source code or underlying components of the Service, including the models, algorithms, or systems (except to the extent as allowed for by mandatory provisions of the applicable law);
v. Infringe, misappropriate, or violate any intellectual property, personal, or proprietary rights of the Provider or any other third party;
vi. Remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Service;
vii. Contest, challenge, or otherwise make any claim adverse to the Provider's ownership or rights in the Service;
viii. Resell, distribute, lease, or make the Service available to any third party other than Authorized Users;
ix. Use the Service, Inputs, or Outputs to create, market, or distribute any product or service that is similar to or competitive with the Service.
6. INTELLECTUAL PROPERTY
6.1. Provider's Intellectual Property
Any and all Intellectual Property to or arising from the software or technology used to operate the Service is the exclusive property of the Provider or its licensors. Neither this Agreement nor any disclosure hereunder shall be deemed, by implication or otherwise, to vest in the Client any licence or other ownership rights to or under any patents, technology, copyrights, know-how, trade secrets, designs, or other intellectual property rights, belonging to or controlled by the Provider, other than the limited right to use the Service subject to the usage rights set forth in these Terms.
To the extent that the Provider delivers to the Client any physical data carriers and/or documents in relation to the Purpose of this Agreement, all property rights to these items shall remain exclusively with the Provider.
6.2. Client Data
As between the Parties, Provider acknowledges that the Client retains all ownership to the data and content made, stored, provided and processed through the Service ("Client Data").
The Client is solely responsible for all Client Data, including the input provided to the Service ("Input"). The Client represents and warrants that they have all rights, licences, and permissions needed to provide Input to the Service, including but not limited to, rights, licences, and permissions to input personal data or data protected by intellectual property rights or personal rights.
The Client is solely responsible for all use of the output of the Service ("Output") based on the Input and for evaluating the Output accuracy and appropriateness for the Client's use case.
6.3. Usage Rights
Subject to the Client's continued compliance with the Agreement, the Provider grants the Client a limited, personal, non-exclusive, non-transferable, and non-sublicensable right to access and use the Service and its standard functionalities during the Subscription Term, solely for the Client's internal business operations by the Client and its Authorized Users. The Client shall be responsible for the use of the Service by Authorized Users.
6.4. License to the Provider
The Client grants the Provider a worldwide, non-exclusive, royalty-free, and fully paid-up licence to access and use the Client Data (including any intellectual property rights therein) during the Subscription Term as necessary to provide the Service, including storing, hosting, and managing such data. In addition, the Client grants the Provider a worldwide, non-exclusive, transferable, sub-licensable, perpetual, royalty-free and fully paid-up licence to use Client Data on an anonymised, de-identified, or aggregated basis to develop and improve the Service, or to create new products and services.
6.5. Custom Automations and Configurations
To the extent that the Provider creates, develops, or configures custom automations, workflows, skills, integrations, or configurations for the Client as part of the Services or any related professional services ("Custom Automations"), all intellectual property rights in such Custom Automations shall belong exclusively to the Client upon full payment of all applicable Fees. The Provider hereby assigns to the Client all right, title, and interest in and to the Custom Automations upon their creation, to the extent such rights are assignable under applicable law. For the avoidance of doubt, this Section 6.5 does not apply to (i) the underlying Service, platform, software, or technology used to create or run the Custom Automations, which remains the Provider's exclusive property under Section 6.1, or (ii) any pre-existing tools, libraries, or components owned by the Provider that may be incorporated into Custom Automations, in which case the Client receives a non-exclusive, perpetual, royalty-free licence to use such components as part of the delivered Custom Automations.
6.6. Feedback
The Client may voluntarily provide feedback, suggestions, or other input regarding the Service, new features, products, or services ("Feedback"), which shall become the sole property of the Provider. The Provider may freely use, disclose, reproduce, modify, distribute, implement, or otherwise exploit such Feedback without restriction or obligation and shall have no duty to implement or respond to it. Feedback shall not be deemed Confidential Information. The Client commits not to provide any Feedback that would require the Provider to license, disclose, or otherwise make available to any third party any technology, services, documentation, or intellectual property of the Provider that incorporates or is derived from such Feedback.
7. SERVICE AVAILABILITY
The Provider will use commercially reasonable efforts to make the Service available with an uptime of at least 99.5% during each calendar month, excluding (i) scheduled upgrade or maintenance, (ii) circumstances beyond the Provider's reasonable control (including Force Majeure events), and (iii) downtime resulting from the Client's acts or omissions.
The Provider will notify the Client well in advance in case of a scheduled upgrade or maintenance. The Client acknowledges that the Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. The Provider is not responsible for any delays, delivery failures, or other damage resulting from such issues.
The Provider will provide support for the Service and will use commercially reasonable efforts to respond to support requests in a timely manner, taking into account the severity of the issue. High-priority issues, such as complete unavailability of the Service, will receive an initial response within eight (8) business hours; normal-priority issues, such as impaired but non-critical functionality, will receive an initial response within two (2) business days; and low-priority issues, such as general questions, will receive an initial response within five (5) business days. Response times are measured during the Provider's regular business hours, excluding weekends and public holidays.
8. THIRD PARTY SERVICES AND AI FUNCTIONALITIES
8.1. Third Party Services
The Provider may use third party service providers to provide the Services. The Provider shall be responsible for the acts and omissions of such service providers to the same extent that the Provider would be responsible if the Provider were performing the activities of such service providers directly, subject to these Terms.
8.2. Third Party Large Language Models Providers
Some features of the Service incorporate artificial intelligence ("AI Features") powered by third-party large language models ("LLMs"). To enable these AI Features, certain prompts, queries, or related metadata are transmitted to third-party LLM providers. By using the Service, the Client is instructing the Provider to share any Client Data, including Inputs, with the relevant LLM provider to the extent necessary to facilitate such functionality or access.
The Client acknowledges that AI-generated or AI-assisted Outputs may be generic, incomplete, inaccurate, or otherwise unsuitable for any particular purpose. Owing to the inherent nature of AI systems, the Provider makes no warranty as to the accuracy, reliability, originality, or fitness for any particular purpose of such Outputs. The Client is solely responsible for reviewing, validating, and verifying all AI-generated or AI-assisted Outputs before use or reliance. The AI Features are designed to support, not replace, human judgment and expertise. The Provider does not guarantee that such Outputs will constitute original works or qualify for copyright or other intellectual property protection.
The Provider may engage a new LLM provider at any time. At least thirty (30) days prior to such engagement, the Provider will notify the Client by email or publish the planned change on the Provider's website. The Client may raise objections to the change within this period. If the Provider does not accommodate the Client's objections, the Client may terminate this Agreement by delivering a written notice to the Provider before the effective date of the change. In such a case, the Agreement shall terminate on the day immediately preceding the effective date of the change, and the Provider will refund the Client on a pro-rata basis for any prepaid Subscription Fees covering the unused portion of the Subscription Term.
8.3. Third Party Applications
The Service may interoperate with third-party systems, applications, or services used by the Client under a separate and independent agreement between the Client and such third party ("Third-Party Applications"). Unless expressly stated otherwise, such Third-Party Applications are not provided, controlled, supported, or licensed by the Provider, and the Provider assumes no responsibility or liability for their availability, security, performance, or any acts or omissions of the relevant provider of such Third-Party Application. By enabling or connecting any Third-Party Application to the Service, the Client represents and warrants that it has the necessary rights and authorizations to establish such a connection and permit the Provider to access, transmit, and process data, including Client's Confidential Information, to and from the Third-Party Application as required for the operation of the Service.
9. CONFIDENTIALITY
9.1. NDA Supersession
In the event the Parties have executed a separate non-disclosure agreement ("NDA"), and there is any conflict between the NDA and this section of the Agreement, the NDA shall control.
9.2. Confidential Information
The Parties acknowledge and agree that in the course of performing the Services hereunder, either Party may be exposed to, be given, or be provided access to Confidential Information of the other Party (the "Disclosing Party"). The Party receiving such Confidential Information (the "Receiving Party") shall use Confidential Information solely for the purposes contemplated by this Agreement and shall hold all Confidential Information in trust, secrecy, and confidence for a period of five (5) years after the termination of this Agreement.
9.3. Standard of Care
The Receiving Party shall use the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than commercially reasonable care.
9.4. Permitted Disclosures
The Receiving Party shall disclose Confidential Information to third parties only on a need-to-know basis. Except as otherwise permitted in these Terms, such disclosure requires the prior written consent of the Disclosing Party. Notwithstanding the foregoing: (i) the Provider may disclose Confidential Information to third-party service providers, including providers of large language models (LLMs), strictly to the extent necessary for the provision of the Services, provided that such third-party providers are subject to confidentiality obligations applicable to them; and (ii) either Party may disclose Confidential Information to its Affiliates, consultants, agents, accountants, lawyers, advisors, or investors, provided that such parties accept confidentiality obligations substantially similar to those in this Agreement. The disclosing Party shall remain responsible for any unauthorized disclosure by such third parties.
9.5. Exceptions
The obligations of confidentiality and non-use shall not apply with respect to any portion of the Confidential Information which: (i) was known to the Receiving Party prior to the date of the disclosure by the Disclosing Party; (ii) is lawfully received in good faith at any time by the Receiving Party from a third party lawfully in possession of the same and having the right to disclose the same; (iii) is, as of the date of receipt, in the public domain or subsequently enters the public domain other than by reason of acts or omissions of Receiving Party; (iv) is independently developed by the Receiving Party without use of the other party's Confidential Information, as evidenced by written, electronic or other records; or (v) the Receiving Party is required to disclose by law, rule of court or regulation.
In the event that the Receiving Party is required (by a court order or similar act) to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall give the Disclosing Party prompt notice (unless prohibited by operation of law or court order) thereof so that the Disclosing Party may seek an appropriate protective order and the Receiving Party shall provide reasonable assistance in seeking such protective order.
10. DISCLAIMERS AND WARRANTIES
10.1. Limited Warranties
Each Party represents and warrants that it has and undertakes that it shall maintain throughout the term of this Agreement, the full power, capacity, and authority to enter into, perform, and discharge its respective rights and obligations under this Agreement.
The Provider warrants that it has full power and authority to grant the licence to the Service and that neither the exercise of the licence rights by the Client, nor the orderly use of the Service shall in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, or other rights of any third party.
The Provider warrants that, during the Subscription Term, the Service will, in all material respects, conform to the Documentation when used in accordance with this Agreement and the Documentation. This warranty does not apply to any non-conformance resulting from (i) use of the Service in combination with products, hardware, equipment, software, or data not supplied or authorized by the Provider, (ii) modifications to the Service not made or authorized by the Provider, (iii) use of the Service contrary to the Documentation or this Agreement, (iv) failures of the internet or any third-party systems or services, or (v) circumstances outside the Provider's reasonable control, including Force Majeure events.
If the Service does not conform to the warranty set out above, the Provider shall use commercially reasonable efforts to correct the non-conformity within a reasonable time. If the Provider is unable to correct the non-conformity, the Client may terminate the affected portion of the Service according to these Terms and receive a pro rata refund of any prepaid, unused Subscription fees.
10.2. Disclaimer
Unless specifically stated otherwise in this Agreement, the Service and the Outputs are provided on an "as is" and "as available" basis. To the fullest extent permitted by applicable law, the Provider disclaims all other warranties, conditions, representations, or guarantees of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, accuracy, reliability, non-infringement, uninterrupted availability, or suitability for the Client's business purposes.
The Provider does not warrant that the Service will be error-free, uninterrupted, secure, or free from viruses or other harmful components, or that the Service will meet any specific performance requirements or achieve any particular results.
11. LIABILITY
Except for (i) a Party's gross negligence or wilful misconduct, (ii) injury to a person's natural rights, (iii) either Party's breach of confidentiality obligations, (iv) the Client's breach of duties and restrictions (Section 5 of these Terms), (v) the Client's breach of intellectual property and/or personal rights representations and warranties granted to Client Data, (vi) under indemnifications provided for in these Terms, and (vii) the Provider's breach of intellectual property representations and warranties granted to the Service, each Party's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total amount of Subscription Fees paid by the Client to the Provider in the twelve (12) months immediately preceding the event giving rise to liability.
In no event shall either Party be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, whether or not such damages were foreseeable. This includes damages for loss of profits, goodwill, or data.
The Provider will under no circumstances be liable for any compensation, damages, or reimbursement arising or related to (i) the Client's or Authorized Users' inability to use the Service as a result of suspension or cancellation of Subscription under these Terms, (ii) the Provider's decision to no longer provide the Service, (iii) the Client's use of the Service contrary to the Agreement or the Documentation, (iv) any alteration, deletion, damage, or loss of Client Data caused by the Client or its Authorized Users.
Subject to the foregoing, any liability for direct damages shall be limited to those damages that were reasonably foreseeable at the time the Party entered into this Agreement. The limitations and exclusions set forth in this Section shall apply to the maximum extent permitted under applicable law.
12. INDEMNIFICATION
12.1. Client Indemnification
The Client shall indemnify and hold harmless the Provider from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by the Provider in connection with any third-party claim alleging that (i) Client Data infringe, misappropriate, or otherwise violate the intellectual property rights or other rights of a third party, or (ii) from or relating to the Client's or Authorized Users' use of the Service, except to the extent such claims result from the Provider's breach of the Agreement.
12.2. Provider Indemnification
The Provider shall indemnify and hold harmless the Client from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) incurred by the Client in connection with any third-party claim alleging that the Service (excluding Client Data, Third-Party Applications, and Outputs) infringes, misappropriates, or otherwise violates any intellectual property right of a third party. The Provider's indemnification obligation under this Section 12.2 shall not apply to the extent any claim arises from (i) the Client's modification of the Service, (ii) use of the Service in combination with products, hardware, software, or data not supplied or authorized by the Provider, (iii) use of the Service contrary to the Agreement or the Documentation, (iv) Client Data, Inputs, or Outputs, or (v) the Client's continued use of the Service after the Provider has provided a non-infringing alternative or notified the Client of the alleged infringement.
If the Service becomes, or in the Provider's reasonable opinion is likely to become, the subject of an infringement claim, the Provider may, at its option and expense: (a) procure for the Client the right to continue using the Service; (b) modify or replace the Service (or the affected component) to make it non-infringing while providing substantially equivalent functionality; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Service and refund the Client on a pro-rata basis for any prepaid Subscription Fees covering the unused portion of the Subscription Term. This Section 12.2 states the Provider's sole liability and the Client's sole and exclusive remedy for any claim of intellectual property infringement relating to the Service.
12.3. Indemnification Procedures
The indemnified Party shall promptly notify the indemnifying Party of any claim for which indemnification is sought. The indemnifying Party's obligation shall not be relieved except to the extent that the indemnified Party's failure to provide such prompt notice materially prejudices the indemnifying Party's ability to defend the claim. The indemnifying Party may assume the defence of the claim with counsel of its own choosing, subject to the indemnified Party's prior written consent (not to be unreasonably withheld). The indemnifying Party may not settle any claim without the indemnified Party's prior written consent, except that the indemnifying Party may settle any claim if the settlement (i) includes a full release of the indemnified Party from all liability, and (ii) does not impose any obligations on the indemnified Party.
13. DATA PROTECTION AND DATA PROCESSING
In the event the Parties have executed a separate Data Processing Agreement ("DPA"), and there is a conflict between the DPA and this section of the Agreement, the DPA shall control. Each Party warrants to the other that it will process the other Party's Personal Data in compliance with all applicable laws, regulations, orders, and standards. The Client and the Provider acknowledge that, in accordance with the General Data Protection Regulation (EU 2016/679) of 27 April 2016, the Client is the controller and the Provider is the processor of the Personal Data provided by the Client for the purpose of delivering the Service. The Provider shall process Personal Data solely for the purpose of delivering the Service and in accordance with the Client's instructions. The Provider shall not process the Client's Personal Data for any other purpose without the Client's express authorization. The Client acknowledges that the Provider may authorise third parties as subprocessors to process the Client's Personal Data, provided that all applicable legal and regulatory requirements are met and that the Provider exercises due diligence in selecting each subprocessor.
14. BETA TESTING
From time to time, the Client may have the option to participate in a program allowing access, at no additional cost, to certain beta (pre-release) features of the Service or related offerings ("Beta Features").
The Client may use Beta Features solely for internal evaluation and testing purposes and not for any other use. Beta Features are not generally available and are provided on an "as is" basis, without any warranties, representations, conditions, or guarantees, whether express or implied, including but not limited to warranties of non-infringement, merchantability, fitness for a particular purpose, or satisfactory quality. The Provider makes no indemnities or service level commitments regarding Beta Features. Access to Beta Features may be terminated by the Provider at any time, with or without notice, upon which the Client must immediately cease use of such Beta Features. The Client agrees not to disclose or publish any information related to Beta Features, including its evaluation, testing results, or any details, without the Provider's prior written consent.
The Client acknowledges that Beta Features may contain errors, cause data loss, or unexpected behaviour. Any materials or information generated through the Client's use or testing of Beta Features, including its evaluation, results, screenshots, or workflows, shall be deemed Feedback as defined in these Terms.
15. MARKETING
The Client grants the Provider a non-exclusive, revocable right to use the Client's name and logo, solely for the purpose of identifying the Client as a customer on the Provider's website, in marketing materials, and in other promotional contexts. The Provider agrees to follow any trademark usage guidelines provided by the Client and shall cease such use upon written request by the Client.
16. GENERAL
16.1. Communication of the Parties
Any notice or other communication required or permitted to be given pursuant to this Agreement (a "Notice") shall be in writing and may be delivered by hand, registered mail (or similar proof-of-receipt service provided by a courier) or by email without the need of a qualified electronic signature, on a contact addresses provided by a Party in this Agreement (Annex B: Contact details), or as updated later by a written notice to the other Party.
In case of electronic communication, a Notice is effective when delivered to the recipient's email server. If the delivery or receipt is on a day which is not a business day (Recipient's location) or is after 4.30 pm (Recipient's time), it is deemed to be received on the next business day.
In case of any doubts related to the delivery date of the delivered correspondence, correspondence sent by registered mail shall be deemed to have been received on the fourth business day after the mailing, but in case of foreign delivery on the twenty first day, and in case of electronic communication, on the next business day after the sending.
16.2. Governing Law and Jurisdiction
This Agreement and all rights and obligations arising out of and in connection to the Agreement shall be governed by the law of the Czech Republic, with the exclusion of the provisions regulating the conflict of laws. The Parties agree to submit to the jurisdiction of the competent court of Brno, Czech Republic.
16.3. No Partnership or Agency
Nothing in this Agreement shall be construed as creating a partnership or joint venture between the Parties, constituting either Party as the agent of the other, or authorising Party to make commitments on behalf of the other. Each Party confirms that it acts solely on its own behalf and not for the benefit of any third party.
16.4. No Third Party Beneficiaries
This Agreement confers rights and imposes obligations only between the Parties. No third party shall have any rights or remedies under this Agreement, except as required by applicable law.
16.5. Non-acceptance of Altered Terms
The Parties hereby agree that any proposal or agreement containing amendments or variations of this Agreement, or other proposals, shall not be considered accepted. Instead, any response to a proposal that includes amendments or variations shall constitute a new proposal, not an acceptance of the original proposal.
16.6. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the Parties regarding its subject matter and supersedes all prior agreements, whether written or oral, relating to the same. Each Party acknowledges that, except as expressly set out in the Agreement, it has not relied on any statement, representation, warranty, or other provision made by any person in connection with this Agreement. Nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
16.7. Force Majeure
No Party shall be liable for any loss, damage, penalty, or delay in performance caused by events beyond its reasonable control, including but not limited to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, boycott, or failure of network or telecommunications services ("Force Majeure Events"). If such a Force Majeure Event continues for more than three (3) months, the unaffected Party may terminate this Agreement upon thirty (30) days' written notice to the other Party.
16.8. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be deemed modified to the extent necessary to make it enforceable.
16.9. Change of Terms
The Provider may update these Terms from time to time to reflect changes in the Service, applicable law, or how the Service is provided (related to functionalities, specifications, capabilities, Client's rights and restrictions, limitations, Service availability, termination grounds, and other characteristics). In such a case, the Provider will notify the Client by sending the updated Terms to the email address provided by the Client. The updated Terms will specify their effective date. Unless expressly stated otherwise, the updated Terms shall take effect thirty (30) days after the date of notification. By continuing to use the Service after the effective date, the Client agrees to be bound by the updated Terms. If the Client does not agree to the updated Terms, the Client may terminate the Subscription at any time up to thirty (30) days after the effective date by written notice to the Provider. In such a case, the Client shall be entitled to a pro-rata refund of any pre-paid, unused Subscription Fees.
16.10. Waiver
A waiver of any right or remedy under this Agreement or at law is effective only if made in writing and shall not be deemed a waiver of any subsequent breach or default. The failure or delay of a Party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor prevent or restrict its further exercise. No single or partial exercise of any right or remedy shall preclude any further or other exercise of that or any other right or remedy.
16.11. Headings and Non-binding Parts
The headings in this Agreement are for reference and convenience only and shall not affect the interpretation or construction of this Agreement. Any headings, titles, or captions, as well as any explanatory text, annotations, or similar non-binding parts included in this Agreement, are included solely to aid readability and organisation, and do not carry any legal weight, nor do they affect the obligations, rights, or enforceability of the provisions within this Agreement.
16.12. Assignment
The Client may not assign or transfer any of its rights or obligations under these Terms without the Provider's prior written approval, except where such assignment occurs by operation of law in connection with a merger, corporate reorganization, or succession to substantially all of its assets, and provided that the assignee agrees in writing to be bound by these Terms.
The Provider may assign or transfer its rights and obligations under these Terms without the Client's consent, including to any of its Affiliates, or in connection with a merger, corporate reorganization, or sale of all or substantially all of its assets.
Any assignment in breach of this clause shall be void.
16.13. Annexes
The Annexes attached hereto form an inseparable part of this Agreement.
ANNEX A: DEFINITION OF TERMS
Access Credentials mean usernames, passwords, or other access credentials provided to access and use the Service.
Affiliate means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party, where "control" refers to ownership of more than 50% of the voting interests or the power to direct management and policies of such entity.
Authorized Users means those of the Client's personnel who are permitted to access the Service under the Client's Subscription Plan and who have been provided Access Credentials.
Commencement Date means the date of execution of the Order Form, unless a different date is specified in the Order Form, on which the Subscription Term begins and the Service becomes available to the Client.
Confidential Information means confidential or proprietary information or materials of either Party, whether disclosed in writing, orally, or visually, including, without limitation, databases, inventions, methods, works-in-progress, plans, projections, estimates, specifications, source code, know-how, business plans, financial statements, and costing models. Confidential Information need not be unique, patentable, copyrightable, constitute a trade secret, or be explicitly marked as confidential.
Documentation refers to all documentation and other instructional material made available by the Provider regarding the use of the Service.
NextKS means a platform that provides institutional infrastructure for organizations utilizing AI assistants by serving as a centralized gateway connecting AI tools to organizational resources, including proprietary tools, knowledge bases, and business processes, through Model Context Protocol (MCP) server integration. The platform captures and structures decision-making context, expert judgments, and operational knowledge to enable AI assistants to access institutional information and function with company-specific context.
Service(s) means such service or product that is specified in the Order Form or purchase confirmation, including any and all of its parts, functionalities, upgrades, updates, or any additional services provided by the Provider to the Client subject to a specific Subscription Plan.
Subscription Plan means the form in which the Service is made available and may specify the applicable Subscription Term, Service features, maximum number of Authorized Users, support level, and any other conditions or specifications under which the Service is provided for the applicable Fee.