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1) BinarBase s. r. o., having its registered seat at Staré Grunty 6347/18, Bratislava - mestská časť Karlova Ves 841 04, the Slovak Republic, ID No. 54 524 997 (“Provider” or “BinarBase”), is a company which is authorized, within the scope of licenses and authorisations, whether individual or general, to provide the software development and at the same time is the author and operator of the Binarbase platform including BinarBase software and provider of BinarBase analytical services.
2) These General Conditions set out the terms and conditions governing the use of BinarBase Software, available via applicable web site (“Site”) or any results in connection with the Software provided via the Site, including data analytical services’ results (“Results”), in conjunction with a trial and/or proof of concept. By accessing, browsing or using the Software in conjunction with a trial and/or proof of concept to determine if the Client will procure a production license to the Software, Client agrees to the rules set out in these General Conditions. These General Conditions are automatically incorporated by reference into the relevant agreement between Client and BinarBase governing Client's use of the Software that Client is authorized to use, if such separate agreement is concluded (the “Agreement”).
3) Those legal relationships established between BinarBase and Client which are not provided for in the present General Conditions (and the Agreement if applicable) shall be subject to the relevant provisions of Act No. 513/1991 Coll. Commercial code, Act No. 185/2015 Coll. Copyright Law, and other legal regulation in force in the Slovak Republic.
4) The General Conditions are published on BinarBase's Site and are available to all Clients and their Users.
5) From the date of acceptance by the Client (the “Effective Date”), these General Conditions are applicable to any and all usage of BinarBase’s Services regardless of whether these Services have been ordered, used or purchased before the Effective Date. These General Conditions completely replace any prior terms and conditions, including any previous version of General Conditions.
1) “Client” means the party accepting these General Conditions available on the BinareBase Site (or concluding a separate Agreement);
2) "Client Data" means any and all data and information that is entered or loaded into the Platform by, or on behalf of, the Client;
3) “Commercial Code” means the Act No. 513/1991 Coll. Commercial code, as amended
4) “Copyright Act” means Act No. 185/2015 Coll. Copyright Law, as amended
5) "Documentation" means the online product documentation, user instructions and help files made available to Client by BinarBase as part of the Platform, as may be updated from time to time by BinarBase and located at www.binarbase.com/documentation;
6) "GDPR" means the European Union’s General Data Protection Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 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);
7) "BinarBase Technology" means certain business intelligence reporting tools and platform technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical materials or information) provided via the Platform and all related Documentation;
8) “License” has its meaning in Section VI (License Conditions) hereof;
9) "PaaS" (Platform-as-a-Service) means the Platform provided in the form of a service;
10) "Personal Data Protection Act" means Act no. 18/2018 Coll. on the protection of personal data and on the amendment of certain laws;
11) "Software" means the Provider's data analytical software under the trade name "BinarBase" for importing, processing and visualizing data being the part of the BinarBase Technology;
12) "Intellectual Property Rights" or "IPR" means copyright, patent rights, design rights, database rights, trademarks and all other rights of a similar nature whether registered or not as may be exercised in any part of the world;
13) "Platform" means the web-based platform available on the Site accessible only for Clients together with the BinarBase Technology which is hosted on such platform and through which the Trial Access and Subscription Services are provided;
14) "Confidential Information" means all information provided by the other party after accepting of this Agreement, in any form, which is not accessible from publicly available sources and has the character of confidential information in accordance with the provisions of Section 271 of the Commercial Code
15) "Portal" is the Provider's web interface for Clients to manage data sources and visualize data;
16) "Subscription Services" mean the services provided to Clients via Platform on which the BinarBase Technology is hosted.
17) "Users" means Client's employees, consultants, or agents who are authorized by Client to access and use the Platform and who have been supplied their own unique user identification and passwords for such purpose;
1) Trial Access to the Platform. By accepting these General Conditions in order to gain a Trial Access, i.e. limited, temporary access to the Platform, BinarBase hereby grants to the Client a temporary, limited, nonexclusive license to access and use the Platform in accordance with Documentation solely during the Trial Term for the Client's internal business purposes under conditions and restrictions set in these General Conditions and published on the Site.
2) Trial Term, Termination. Trial Services and proofs of concept (collectively, “Trial Services”) shall be made available to the Client for a limited number of days from the date the Client activates the Trial Services (the “Trial Term”). BinarBase will make the Trial Services available to the Client until: (a) the end of the then-current Trial Services period offered by BinarBase, unless otherwise extended by BinarBase in its sole discretion, (b) the start date of any paid Subscription Services the Client orders, or (c) the date on which BinarBase elects in its sole discretion to terminate access to Trial Services. The parties’ rights and obligations under Sections 1, and 8, shall survive the expiration or earlier termination of the Trial Term.
3) Client Data For Trial Services. BinarBase shall have no obligations with regards to any Client Data uploaded by the Client during a Trial Term. The Trial Services contain sample data that may be used by the Client solely for the Trial Services. BinarBase makes no warranty regarding the sample data usage during the Trial Term. Any Client Data uploaded by the Client into the Platform during the Trial Term and any changes made to the Client Data by or for the Client during the Trial Term may be permanently lost unless the Client: (a) purchases Subscription Services, (b) purchases upgrades of Subscription Services, or (c) exports its Client Data no later than 10 days after the end of the Trial Term.
4) License Restrictions. The Client acknowledges and agrees that: (a) the features and functionality of the Platform may be limited during the Trial Term, and (b) if the Client receives upon the Client’s request access to enhanced functionality of the atform during the Trial Term, the Client may be required to pay applicable fees for such usage. The Client shall not use the Trial Services, or permit such to be used, for purposes of product benchmarking or other comparative analysis intended for publication without BinarBase's prior written consent.
5) As-Is Trial Services Use. Notwithstanding anything to the contrary in these General Conditions, during the Trial Term the Trial Services are provided by BinarBase “As-Is” without any warranty, support or indemnification of any kind.
6) Compliance with law. The Client declares that all data uploaded into Platform are gained and used by the Client in compliance with applicable law and by using the Platform are not breached any third party rights or applicable law.
1) After registration for the Subscription Services the Client gains access to the PLatform within the extent of the ordered Subscription Services. Upon registration the Client will pay the invoice sent to Client's e-mail address or via the Platform, if the Platform provides such an option. The obligation to pay the price for the Subscription Services arises upon the registration of the Client for the Subscriptions Services.
2) The Client may use the Platform and Subscription Services as well as their Results (mainly Results of data analytical services) solely in accordance with these General Conditions. The Client may not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or on, the Platform. The Client may not use the Platform (a) in any way that is unlawful, illegal, fraudulent or harmful; or (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity. Particularly (but not exclusively), the Client promises not to do any of the following or encourage or assist any third party to do any of the following:
a) modify, alter, tamper with, repair or otherwise create derivative works of the Platform;
b) reverse engineer, disassemble, decompile the Platform or the Subscription Services used to provide or access the Platform, or attempt to discover or recreate the source code used to provide or access the Platform, except and only to the extent that the applicable law expressly permits doing so;
c) use the Platform in any manner or for any purpose other than as expressly permitted by the Agreement or this General Conditions, the Privacy Policy, or any other policy, instructions or terms applicable to the Platform;
d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to the Client with respect to the Platform or any its part to any third party;
e) remove, obscure or alter any proprietary rights notice pertaining to the Platform;
f) use the Platform to: (i) store or transmit inappropriate or illegal content, such as content that violates the intellectual property rights or rights to the publicity or privacy of others or may be criminally relevant or illegal from other point of view (e.g. administrative law); (ii) store or transmit any content that contains or is used to initiate a denial of Platform attack, Subscription Services viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (iii) otherwise violate the legal rights of BinarBase or any third party;
g) interfere with or disrupt servers or networks used by BinarBase to provide the Platform or Subscription Services or used by other users to access the Platform, or violate any BinarBase’s or third-party regulations, policies or procedures of such servers or networks or harass or interfere with another user’s full use and enjoyment of any Subscription Services or the Platform;
h) access or attempt to access BinarBase’s other accounts, computer systems or networks not covered by these General Conditions, through password mining or any other means;
i) cause inordinate burden on the Platform or any BinarBase’s system resources or capacity;
j) use the Platform, or permit such to be used, for purposes of product benchmarking or other comparative analysis intended for publication without BinarBase´s prior written consent; or
k) share passwords or other access information or devices or otherwise authorize any third party to access or use the Platform;
l) do any other similar harmful activity in relation to Platform or BinarBase.
1) The Client acknowledges that Platform is provided as a self-service (PaaS), meaning the Client integrates data sources to the BinarBase on their own. BinarBase provides the integration wizard to a range of common tools.
1) The Platform shall be hosted in the cloud on Google Cloud, Digital Ocean, Contabo or other virtual servers located in data centers exclusively in the EU and provided to the Client in the form of PaaS.
2) BinarBase is the owner of all proprietary and copyright rights in the Platform (including but not limited to program code, designs, icons, graphics, photographs, animations, video and sound recordings, text or other content included in the Platform), as well as printed and electronic materials supplied with the Platform.
3) BinarBase hereby grants to the Client a non-exclusive and time-limited license to use) the Platform within the Subscription Services and the Client accepts the right corresponding to the license to the Platform under this General Conditions (“License”).
4) The license under this General Conditions does not entitle the Client to any other disposition of the Platform or any part thereof other than as provided for in this General Conditions or as required by applicable law. The Client may use the Platform solely for usage of the Subscription Services.
5) The Client acknowledges that all changes, modifications and customizations to the Platform become an integral part of the Platform and the BinarBase's copyright. The Client shall have the right to use the changes, modifications and customizations it has ordered and paid for, to the extent corresponding to its license to the Platform.
6) The Client shall not be entitled to interfere with the Platform in any way, to change or modify the Platform or any part thereof or to adapt it in any way to its needs or to apply re-engineering methods without BinarBase's consent, unless otherwise provided for in the General Conditions or separate Agreement.
7) The Client is not entitled to grant a third-party permission to use the Platform even to the extent of the license granted (sublicense) and is not entitled to rent, lend, share, grant or otherwise assign the license to a third party without the explicit written consent of BinarBase. This provision shall in no way affect the authorization that the Platform may be used within the scope of the license by authorized Users. In case of doubt, the authorized Users shall be deemed to be entitled to a gratuitous sub-licence, to which BinarBase hereby expressly consents.
8) BinarBase shall provide access to the Platform to authorized Users in unlimited numbers throughout the term of the License without restriction upon Client’s request. Each User will be entitled to access the Platform only with her/his own unique user identification and password for such purpose which will be kept private by the Users.
9) The Client acknowledges that upon termination of the Subscription Services (under conditions in Article 10), the Client (and all its Users) shall lose all access and rights to use the Platform and shall not be entitled to make any further use of the Platform, unless otherwise provided for in the Agreement. The Client is obliged and is fully responsible for migration or downloading of Client Data from Platform and all Results until the termination of the Subscription Services. Limitations and conditions of their usage under License remain effective even after the termination of Subscription Services.
10) Upon termination of the Subscription Services the Users' accounts are made inaccessible for 30 days. During this 30 day period the Client has access to the Platform and Client's account only for the purpose of downloading Client Data and Results. BinarBase shall permanently delete any and all Client Data and Client's and its User's accounts from the Platform after expiry of 30 days as of the termination of the Subscription Service (meaning expiration of the Licence) provided the Subscription Services were not renewed by the Client during the said period.
1) BinarBase provides access to the Platform as it is and provides a warranty of quality and a warranty of workmanship for updates during the term of the Subscription Services. The Provider is obliged to rectify warranty defects without undue delay. However, the Provides is not liable for any damage that the Client may incur in connection with the loss or damage of the uploaded Client Data and acknowledges that the Platform cannot be used as a Client Data backup.
2) The warranty does not apply to the Platform:
a) if the Platform is used on other than the recommended Google Chrome or Mozilla browser with the latest update or cookies used by the Platform (primarily essential cookies) are turned off in the Client’s or User’s browser.
b) if the Portal is opened on a misconfigured computer, a closed computer or in a misconfigured computer network environment, or
c) the Client fails to follow written instructions from BinarBase regarding the operation of the Platform.
3) During the term of the Subscription Services, BinarBase agrees to:
a) issue updates to the Software to maintain compatibility with new software (new versions of Chrome and Mozilla for the Portal);
b) operate the technical infrastructure in such a way as to minimize both the number and impact of outages;
c) ensure the security of data and/or user data stored in the Platform;
d) commence repair of any part of the Platform with a resolution start time according to the severity of the failure.
4) BinarBase shall supply the Client with the operational Documentation for the training of Users. The Parties agree that the initial training for the operation of the Platform shall be free of charge.
5) BinarBase shall only be liable for damages caused to the Client by the breach of its obligations under these General Conditions (or a separate Agreement), excluding loss of profit, up to a maximum of 200% of the price of the Subscription Services paid by the Client.
6) Unless otherwise proven by BinarBase, a defect in the Platform shall be deemed to be a warranty defect.
7) Unless otherwise specified, then BinarBase shall perform the obligations without undue delay.
8) BinarBase shall have a duty to ensure the security of any data provided by the Client and shall not be entitled to disclose such data to any third party without the prior written consent of the Client unless such third parties are subcontractors of BinarBase appointed to process the data on behalf of BinarBase or is required to do so by applicable law.
9) If the Client causes damage to BinarBase by breach of these General Conditions (or a separate Agreement), BinarBase shall be entitled to claim full compensation for the damage suffered.
10) Failure of a party to exercise any right or claim under these General Conditions (or a separate Agreement) shall not constitute a waiver or waiver of that right, and the party shall be entitled to exercise its right or claim no later than within one (1) year of its occurrence.
11) BinarBase is not obliged to survey, approve or moderate any Client's activities within the Platform and BinarBase does not verify their compliance with the law and do not accept responsibility for Client's activities. However, BinarBase reserves the right to delete any Client Data and/or restrict Client's rights within Subscription Services for any reason whatsoever without prior notice, if BinarBase acquires knowledge that your activities within the Subscription Services violate (or potentially violate) these General Conditions or the applicable law.
1) Confidential Information means non-public information according to these General Conditions or that the party disclosing the information designates at the time of disclosure as being confidential, or, if disclosed orally or visually, is identified as such prior to disclosure, or which, under the circumstances surrounding the disclosure, the receiving party knows or has reason to know should be treated as confidential without the need to be marked as such. Without limiting the foregoing, Confidential Information shall include any information regarding a party’s financial condition, business opportunities, plans for development of future products, unreleased versions of products, know-how, technology, Client information, and Client Data. The Platform shall be deemed BinarBase Confidential Information. Notwithstanding the foregoing, nothing received by a receiving party shall be construed as Confidential Information which a receiving party can demonstrate: (i) is generally available to the public without breach of these General Conditions; (ii) is lawfully obtained from a third party without a duty of confidentiality; (iii) is known to the receiving party prior to such disclosure; or (iv) is, at any time, developed by or for the receiving party independent of any such disclosure(s) from the disclosing party and the receiving party can reasonably show such independence. For the avoidance of doubt, metadata derived from Client Data shall not be deemed the Client's Confidential Information.
2) Non-Disclosure. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party and may only use the disclosing party’s Confidential Information for the intended business purpose related to these General Conditions and for the benefit of the disclosing party. Both parties shall protect Confidential Information from disclosure or misuse by using the same degree of care used for their own confidential information, and no less than a reasonable degree of care. Each receiving party agrees to promptly notify the disclosing party upon learning of any unauthorized disclosure of the disclosing party’s Confidential Information and shall provide reasonable assistance to the disclosing party to remedy and contain such breach. In connection therewith, the Client shall provide any such notice to BinarBase at legal@binarbase.com. The foregoing notwithstanding, a receiving party may disclose the other party’s Confidential Information if the information is required by law to be disclosed in response to a valid order of a court of competent jurisdiction or authorized public authority, provided that the receiving party provides the disclosing party prompt written notice, if legally permitted to allow the disclosing party a reasonable opportunity to seek a protective order prior to disclosure, at the disclosing party’s cost and expense.
1) BinarBase (also referred to as the Processor for the purposes of this paragraph) declares that it carries out the processing of personal data within provision of services hereunder in accordance with the relevant legislation, which is in particular GDPR and Personal Data Protection Act, on behalf of the Client being the Controller.
2) BinarBase declares that it is able to provide such technical and organizational measures that the processing of personal data carried out under these General Conditions meets the requirements of the relevant legislation and that the rights of the data subjects are protected.
3) The Client (also referred to as the Controller for the purposes of this paragraph) authorizes the Processor to process the personal data of data subjects within provision of services hereunder, who are employees of the Controller, statutory bodies of the Controller or their members, suppliers or clients of the Controller - natural persons, provided by the Controller to Processor by uploading into the Platform in the extent and for the period necessary for provision of services hereunder.
4) BinarBase undertakes to process personal data in accordance with the documented instructions of the Controller as stated in these General Conditions or given by the Controller separately in a documented form including potential transfer to third countries and takes over the guarantees (further modified in separate Agreement, if applicable) for the proper processing of personal data in accordance with the relevant legal regulations.
5) The Processor processes personal data of data subjects provided by the Controller for the purpose of fulfilling the Processor’s obligations under these General Conditions (and a separate Agreement, if applicable) within the scope of services ordered by the Controller hereunder. These General Conditions create an agreement concluded between the Controller as the Client on the one hand and the Processor as BinarBase on the other hand under Article 28 of GDPR.
6) The Processor shall process personal data in paper form and electronically in the relevant information systems. The Processor shall process personal data for the duration of the Subscription Services or other services provided by the Processor hereunder and relevant legal legislation.
7) Personal data under these General Conditions means any information, resp. rather, a summary of the information concerning a natural person concerned which is capable of directly or indirectly identifying such person.
8) The Processor shall mainly process personal data of the following types and to the following extent:
a) identification data: e.g. name, surname, title, birth number, ID card or passport number
b) address details: e.g. address of permanent residence, delivery address, electronic address
c) other data: e.g. telephone number, card or bank account number, ID number, VAT number, vehicle registration number or any other data provided by the Controller mainly by uploading the data into Platform for purposes of usage the Subscription Services or other services hereunder. The Client declares that all the data uploaded into Platform are gained and used by the Client in compliance with applicable law and by using the Platform no third party rights or applicable law are breached .
9) The Controller hereby undertakes to:
a) ensure that the personal data of data subjects for processing are obtained in accordance with the relevant legislation,
b) provide the Processor with the cooperation necessary for the performance of obligations under these General Conditions and applicable legal regulation,
c) manage personal data accurate, true, verified and current. BinarBase is not responsible for the content, quality, accuracy, or updating of data. BinarBase is not responsible for the content, quality, accuracy, updating of Client Data. The Client agrees to hold BinarBase harmless from any liability for the Client Data stored on the Platform. In the event that BinarBase is required to pay any amount, fee, penalty for the content, quality, accuracy, updating, truthfulness of the data, BinarBase shall be entitled to claim the repayment of the amount incurred in full from the Client,
d) duly and timely inform data subjects on processing their personal data by the Processor under these General Conditions.
10) The Processor hereby undertakes:
a) process personal data only on the basis of documented instructions of the Controller, under the conditions and to the extent specified in these General Conditions and provide the Controller with all necessary cooperation,
b) to ensure that the persons authorized to process personal data (especially employees) undertake confidentiality on all matters related to the performance of obligations under these General Conditions, and this obligation continues even after the processing of personal data, or termination of employment with the Processor,
c) put in place and take all appropriate technical and organizational measures to safeguard personal data which are commensurate with the risk of the rights and freedoms of the data subjects being infringed, in particular the following measures:
(i) create secured connection for data upload,
(ii) encryption of data,
(iii) restriction of access rights to data,
(iv) ensuring the continued confidentiality, integrity, availability and resilience of information
(v) processing systems and services,
(vi) the ability to restore the availability of and access to personal data in a timely manner in the event of physical or technical incidents,
(vii) regular testing, assessment and evaluation of the effectiveness of the technical and organizational measures in place to ensure processing security, all taking into account all the risks posed by the processing of personal data, in particular the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data transmitted, stored or otherwise processed.
d) also take physical and administrative measures to ensure the required protection of personal data, which relate to the security of facilities and rooms in which personal data is processed
e) to provide the Controller, at the latter's request, with all information necessary to prove that the obligations set out in these General Conditions or by law have been fulfilled,
f) to allow the Controller to carry out inspections or audits, both by the Controller’s own means and, where appropriate, by a third party authorized by the Controller, and to assist the Controller to the maximum extent possible in such audits. The Processor shall have the right to charge the Controller its costs for the audit at the rate of EUR 300,- per hour,
g) the Processor undertakes not to use any copies of data containing personal data for testing or similar purpose in breach of these General Conditions or applicable law,,
h) to inform the Controller without delay in the event of any difficulties in the performance of these General Conditions and also of any serious circumstances relating to a breach of obligations in the processing and protection of personal data, or to take all necessary measures to secure the protection of personal data as soon as possible and to follow the Controller's instructions, which will be communicated to the Processor thereafter,
i) promptly notify the Controller in writing of any Personal Data Breach (as defined in Article 4 subsection 12 of GDPR). A breach of security means a breach of security that results in, or may result in, the accidental or unlawful destruction, loss, alteration or unauthorized disclosure or access to personal data transmitted, stored or otherwise processed. As part of this information, the Processor shall provide the Controller with a description of the nature of the case, including, where possible, the approximate number of data subjects concerned and the approximate number of records concerned. The Processor shall also undertake to provide any assistance that the Controller may require in the investigation of the breach.
j) to inform the Controller without delay of any subsequent handling (export) of personal data of the descriptive data type,
k) taking into account the nature of the processing, to assist the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller's obligations to respond to requests for exercising the data subject's rights under GDPR,
l) to assist the Controller in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR taking into account the nature of processing and the information available to the Processor,
m) to return, erase and also delete all existing copies and destroy the tangible media of the personal data and, in this respect, to provide the Controller with a written report of all measures taken in this respect, after the processing of the personal data has been completed or upon written request by the Controller.
11) The Processor stores all Client Data of one Client separately from other Clients' data and ensures the Client Data is not accessible by unauthorised persons. The Processor has access to the Client Data only by dedicated persons (e.g. devops team or technical support team) only upon prior consent of the Client or without consent in case of urgent technical problems, potential data breach incidents, maintenance, upgrades and updates, or other similar reasons.
12) The Parties undertake:
a) transmit data and media or any other information containing data and media in encrypted or otherwise secured form so as to prevent any breach of the security of personal data, i.e., inter alia, unauthorized access to such data and media or any misuse by an unauthorized person. The Parties undertake to ensure the highest possible standards of technical and organizational security against unauthorized processing of data and media and their accidental loss, destruction or damage.
b) to inform the other Party without undue delay in the event that administrative proceedings relating to the protection of personal data are initiated with either Party for any reason whatsoever in connection with the services hereunder. The Parties further undertake to provide each other with the necessary cooperation to minimize the risks of potential sanctions being imposed.
13) The Controller hereby grants to the Processor general authorisation to employ another processor as its subprocessor into data processing on behalf of the Controller after thorough assessment of all technical and organisational measures which such subprocessor is able to engage. The Processor shall inform the Controller of any intended changes concerning the addition or replacement of other processors, thereby giving the Controller the opportunity to object to such changes.
14) BinarBase shall have an agreement on processing of personal data with any other person who will be acquainted with personal data in the performance of the services hereunder on behalf of the Controller as Processor subprocessor, which shall contain the same obligations for the protection of personal data as are set out in these General Conditions.
15) BinarBase undertakes to submit to the Controller, upon the latter's request, the original of the agreements so concluded under previous subsection in such extent that directly relates to the Controller’s obligations towards the Processor under this Article hereof.
16) BinarBase shall be liable for the actions of any other subprocessor as if it were acting alone, especially in cases where such other subprocessor fails to fulfill its data protection obligations.
17) No entitlement to payment of any costs or remuneration shall arise for BinarBase as a result of the performance of the arrangement under this Article hereof, unless stipulated herein otherwise.
18) BinarBase undertakes that in the event that personal data is processed by BinarBase in breach of the law or these General Conditions, it shall bear all liability arising from such breach to data subjects, state authorities, and in particular the Data Protection Authority.
1) BinarBase reserves the right to revise these General Conditions from time to time. BinarBase will date and post the most current version of this General Conditions on the BinarBase Site. Any changes will be effective upon posting the revised version of these General Conditions (or such later effective date as may be indicated in the revised General Conditions). If, in BinarBase sole discretion, BinarBase deems a revision to these General Conditions to be material, BinarBase may notify the Client via the Platform and/or by email to the email address associated with the Client’s account on the Platform, if applicable. Notice of other changes may be provided via the BinarBase Site. The Client shall check the date and/or version number of the General Conditions whenever the Client visits the BinarBase Site to see if these General Conditions have been updated. The Client´s continued access or use of any portion of the Platform constitutes the acceptance of such changes of the Client. If the Client does not agree to any of the changes, the Client must stop using the Platform no later than at the moment of the effectiveness of the revised General Conditions.
1) By registering for the Platform and expressly consenting to these General Conditions, the Client acknowledges that BinarBase may send the Client communications or data regarding the Platform, including but not limited to (a) notices about Client's use of the Platform, including any notices concerning violations of use, updates, and communication relating to our contractual relations, and (b) promotional information and materials regarding BinarBase products and services, via electronic mail. BinarBase gives the Client the opportunity to opt-out of receiving electronic mail from BinarBase in cases under letter (b) by following the opt-out instructions provided in each message. All such notices, disclosures and other communications that BinarBase provides to the Client electronically satisfy any legal requirement that such communications be in writing.
2) For the delivery of electronic messages (e-mail), an electronic document shall be deemed to have been delivered upon its delivery to the addressee's email inbox. For the delivery of documents, a document shall also be deemed to have been delivered if the addressee refuses to accept it or if the addressee, through his/her own fault or omission, fails to accept it. In such a case, it shall be deemed to have been delivered on expiry of the storage period at the post office, as determined by the sender, and on return of the consignment to the sender, of which the sender must provide undamaged proof. Notices delivered by a courier service shall be deemed to have been delivered at the time of receipt by the addressee. If delivery by courier service is unsuccessful, delivery shall be deemed to have taken place on the third day following the first attempted delivery, the attempted delivery being evidenced by a declaration by the courier service. The parties agree that all acts shall be performed in writing, and that an email is not sufficient for the performance of the act.
1) The Client grants BinarBase the consent and authorization pursuant to Section 71(1)(b) of Act No. 222/2004 Coll. on Value Added Tax, as amended, for BinarBase to issue an invoice for the Platform and services provided under these General Conditions (and a separate Agreement, if applicable) by means of an invoice prepared exclusively in electronic form (hereinafter referred to as the "Electronic Invoice"), by sending it in PDF format to the e-mail address to the email address associated with the Client’s account on the Platform. If the Client wishes to receive invoices in paper form only, the Client may file a request to BinarBase and shall fill in the address for delivery of invoices in paper form.
2) An electronic invoice so sent shall be deemed to be the submission and delivery of a bill for Licenses and services rendered. The Client hereby acknowledges that BinarBase is not obligated to also send the invoice in printed or paper written form.
3) The electronic invoice is a tax document within the meaning of Section 71(1)(a) and (b) of Act No. 222/2004 Coll. on Value Added Tax, as amended.
4) The Client also declares to have exclusive access to the electronic mail address to which the electronic invoice will be sent and acknowledges that BinarBase shall not be liable for any breach of trade secrets or any damage caused in connection therewith, if the breach or damage occurred as a result of the leakage of trade secrets from the mailbox assigned to the electronic mail address to which the electronic invoice will be sent or as a result of the leakage / theft / misuse of the device / application used by the Client.
5) The Client undertakes to notify BinarBase in writing in advance of any change that may affect the delivery of electronic invoices under these General Conditions, in particular a change of electronic mail address, and to notify BinarBase immediately if an invoice issued electronically is not delivered. In case of doubt about delivery of an electronic invoice pursuant to section 2) of this article XII, an electronic invoice shall be deemed to have been delivered on the expiry of three working days from the date of the evidenced sending of the electronic invoice to the Client by BinarBase.
6) The Client may withdraw its consent with electronic invoicing at any time by writing in certificated form to the registered office address of BinarBase set out in the header of the Agreement.
1) BinarBase reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Platform at any time. BinarBase may add or remove functionalities or features and may suspend or stop providing Subscription Services partially or altogether in the future.
1) The Subscription Services may be terminated by a written agreement between the parties, with the signatures of the persons authorized to act on behalf of BinarBase and the Client.
2) Both parties are entitled to terminate the Subscription Services, or its part, under such conditions, in such manner, and within such deadlines as stipulated by these General Conditions, (and the Agreement, if applicable), and relevant legislation.
3) The Client may withdraw from the Subscription Services if:
a) BinarBase violates any provision of these General Conditions (or separate Agreement, if applicable) or the provisions of a generally binding regulation, even after written notice from the Client to cease and desist from such violation;
b) BinarBase enters into liquidation or insolvency proceedings are initiated against BinarBase.
4) BinarBase may withdraw from the Agreement if:
a) the Client defaults in the payment of the price under these General Conditions (or separate Agreement, if applicable) for more than 10 calendar days, although BinarBase has duly performed its obligations.
b) the Client shall enter into liquidation or insolvency proceedings are initiated against the Client;
c) the Client violates any provision of these General Conditions (or separate Agreement, if applicable), even after written notice from BinarBase to cease and desist from such violation.
5) The termination notice shall be effective on the first day following the date of its delivery to the other party.
6) Upon expiry of the term of the Subscription Services, both parties shall be entitled to terminate the Agreement by giving written notice according to the provisions stated in the Agreement.
7) Termination of the Subscription Services shall mean termination of the business cooperation between the Client and BinarBase based on these General Conditions without prejudice to the provisions of these General Conditions which are to survive termination of the Agreement (mainly but not exclusively, Article I, VIII and XV hereof).
1) Any disputes between the parties arising in connection with the performance of obligations under these General Conditions shall be resolved by the parties without delay by negotiations and mutual agreement.
2) The parties agree that if any disputes between the parties arising in connection with the performance of obligations under these General Conditions (or with the Agreement, if applicable) fail to be resolved pursuant to paragraph above within fifteen (15) days from the date of occurrence of the dispute, either party is entitled to file a motion to have the dispute resolved by the locally and materially competent district court in Slovakia in accordance with Act No. 160/2015 Coll. Code of Contentious Civil Procedure.
3) All disputes concerning claims arising out of or relating to these General Conditions shall be dealt with exclusively within the jurisdiction of the courts of the Slovak Republic. The parties agree that such disputes shall be subject to the jurisdiction of such courts.
4) The mutual relationship based on these General Conditions are governed by the law of the Slovak Republic.
1) BinarBase reserves the right to temporarily suspend or terminate the Client's access to the Platform at any time in BinarBase sole discretion in the event that the Client violates these General Conditions, with or without notice, without incurring liability of any kind and without cause for maintenance purposes. For example, BinarBase may suspend or terminate the Client's access to or use of the Platform for: (a) the actual or suspected violation of these General Conditions (and separate Agreement, if applicable); (b) the use of the Platform in a manner that may cause BinarBase to have legal liability or disrupt others’ use of the Platform; (c) the suspicion or detection of any malicious code, virus or other harmful code by the Client or in Client's account; (d) scheduled downtime and recurring downtime; (e) use of excessive storage capacity or bandwidth; or (f) unplanned technical problems and outages. If, in BinarBase’s determination, the suspension might be indefinite and/or BinarBase has elected to terminate the Client's access to the Platform, BinarBase will use commercially reasonable efforts to notify the Client through the Platform. The Client acknowledges that if the access to the Platform is suspended or terminated, the Client may no longer have access to the Results, if any, and/or the Platform. BinarBase will not assume or have any liability for any action or inaction with respect to the Client's use of the Platform other than as authorized in these General Conditions.
1) In the event that the Client is accessing the Platform without a separately signed Agreement with BinarBase, these General Conditions shall govern such access and usage of Platform.
2) These General Conditions, including all incorporated documentation, contains the complete and exclusive statement of the contract between the parties with respect to the subject matter herein (unless otherwise stated in separate Agreement). Neither party may assign rights or obligations under these General Conditions in whole or in part, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign their rights and obligations hereunder in its entirety, without consent of the other party, to its affiliate or in connection with the sale, merger or other corporate combination involving all or substantially all of the assets of the assigning party to a third party provided that the assigning party provides written notice to the other party, and the assignee expressly assumes in writing all of the assigning party’s obligations and liabilities hereunder. These General Conditions shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Except for the obligation to make payments, performance under these General Conditions shall be postponed automatically to the extent that either party is prevented from meeting its obligations by causes beyond its reasonable control, including labor and government authorities.
These General Conditions are intended for businesses only and by accepting them you declare and assure BinarBase that you do not act as a consumer.
In Bratislava, on 3.1.2023.
Trial Access:
1. Registration by accepting General Conditions (from 10 Jan, 2023)
2. Full access for 10 days
3. Restrictions: max 2 workspaces/client
4. After expiry of 10 days: only view and deletion of data by the client for 10 more days
Subscription Services:
1. Telephone communication with the client regarding the contemplated extent of using the services (number of users, volume of files, number and type of data sources, etc.)
2. Preparation of price offer and sending the price offer by e-mail
3. Accepting the price offer by the client via e-mail
4. Renewal of platform access (after expiration of Trial Access) or registration to the platform, both by accepting the actual General Conditions (the moment of gaining the access to full services)
5. Payment of the invoice
6. User management by the client
7. 30 days after termination of the subscription services – user accounts suspended, access only via head account only for downloading client data and analytical results
8. After lapse of 30 days – deletion of the client account and all the client data if the subscription services aren’t renewed
9. If renewed – full client’s and users‘ access renewed BinarBase access to data:
1) Only upon client’s consent and to such data as consented by the client
2) Without client’s consent – only in case of urgent technical problems, potential risk of data breach, upgrade, update, maintenance, and other similar events
3) To determine type of BinarBase authorised persons to such access (e.g. technical support or devops team) and to give them documented instructions on how to process the data (GDPR perspective)
