Use of the Onboardee tool offered on the www.onboardee.io website (the “Service”) is governed by these terms and conditions (the “Terms”). These Terms form an integral part of the service agreement (the “Agreement”) that is being concluded between you as a user of the Service (the “User”) and recruitis.io s.r.o., having its registered office at Chmelova 357/2, Postal Code 500 03, Hradec Králové, Czech Republic, European Union, corporate ID No.: 275 08 391, registered in the Commercial Register held by the Regional Court in Hradec Králové, file No. C 23184, as the provider of the Service (the “Provider”). The Data Processing Agreement concluded between the Provider and the User is also an integral part of the Agreement. If you do not agree to these Terms, the Agreement, or any part thereof, you may not use the Service.
By agreeing to these Terms, you acknowledge that you are an entrepreneur and are entering into the Agreement within the course of your business activities and therefore acknowledge that consumer protection legislation does not apply to the Agreement.
By accepting these Terms, you represent that all information you provide to the Provider through or in connection with the Service is true, accurate and complete.
In the event that the Agreement is entered into by a User who is a legal entity, the person acting on behalf of the User-legal entity confirms by entering into the Agreement that: (i) they are authorised to act on behalf of or represent the User-legal entity, (ii) they accept these Terms and other terms and conditions of the Agreement on behalf of the User-legal entity, and (iii) all references to the User in the Agreement refer to that legal entity.
The User is responsible for all activity in the use of the Service that takes place within the User’s account. Thus, the User is responsible in particular (but not exclusively) for all activity in the use of the Service that takes place by the User’s employees, potential employees of the User, former employees, contractors, potential contractors or former contractors of the User to whom the User has enabled the use of the Service within the User’s account.
1. The Service
1. The Agreement and these Terms govern the access to and the use of the web application (the software via the web environment) through which the Service is used.
1.1 The Service includes all functionalities available within the Onboardee tool that the User has subscribed to or that are part of the selected trial version of the Service.
1.2 These Terms further govern the use of the Service, i.e., the Onboardee tool, which is a cloud-based SaaS platform for human resources management, by the User and their designated end users, namely their employees, potential employees, former employees, contractors, potential contractors and former contractors.
1.3 The Agreement and these Terms govern the use of the Service regardless of how the Service is accessed, such as through an Internet browser, smartphone, tablet, or other internet connected device.
1.4 The User acknowledges that there may be different versions of the Service under which different functionalities and features of the Service may be available to Users, and the specific functionalities available to the User depend on the version of the Service subscribed to by the User or selected as part of a trial of the Service. The Agreement and these Terms govern the use of all versions of the Service, unless otherwise expressly agreed between the Provider and a particular User. The Provider reserves the right at any time and at their sole discretion to correct, improve, modify, or supplement, add, or remove parts or features of the Service or otherwise change the Service or the website or parts thereof, permanently, or temporarily, even without prior notice. The Provider shall not be liable to the User or any third party for any modification of the Service or the Provider’s website.
1.5 Trial version of the Service. The Provider may allow the User to register for a trial version of the Service. Based on such registration, a trial version of the Service will be made available to the User within the plan selected by the User at the time of registration, if possible. The trial version of the Service is limited in time to one (1) month from the completion of registration, unless otherwise specified by the Provider. Upon expiration of the trial version of the Service, the User will be offered to change the trial version of the Service to a paid version of the Service according to the User’s preference. If the User decides that they are not interested in the paid version of the Service, this Agreement will be terminated after the expiration of the trial period and further thirty (30) days after the expiration of the trial period of the Service in accordance with Clause 4.2 below.
1.8 Service availability. The Provider shall use reasonable efforts to make the Service available on a 24-hour, 7 days a week basis. However, the availability and functionality of the Service or the Provider’s website is dependent on various factors. The Provider does not warrant that the Service or the Provider’s website will function or be available at all times without disruption or interruption, or that it will be protected from unauthorised access or free from any errors. In particular, the Service may be unavailable in the event of: (i) planned downtime, about which the Provider shall inform the User sufficiently in advance and which the Provider shall schedule so as to cause the least possible disruption to the normal use of the Service, (ii) necessary updates to the Service to ensure its security and integrity, (iii) any unavailability of the Service caused by circumstances beyond the Provider’s control, including but not limited to force majeure, governmental measures, natural disasters, fires, pandemics, civil disturbances, acts of terrorism, war, strikes or lockouts, failure of Internet services, or cyber-attacks on the Service. The Provider shall not be liable to the User or any third party for any suspension or interruption of the availability of the Service or the website and shall not be liable for any damages that may have resulted from the unavailability of the Service.
1.9 Support. The Provider provides basic support in connection with the use of the Service through the electronic manual at help.onboardee.io at no additional charge. Extended support is subject to the pricing plan selected by the User. Extended support will be available to the User every business day from 9:00 a.m. to 4:00 p.m. Central European Time (CET), UTC +1, via email at firstname.lastname@example.org. Basic support is provided in Czech and English.
1.10 Security of the Service. The Provider maintains commercially reasonable security measures, administrative, physical and technical in nature, to ensure the security of the Service and all stored information and data, including information and data uploaded by the User.
2. User’s representations and undertakings
2. At all times during the use of the Service, the User represents that:
(a) it is fully entitled to enter into the Agreement and agrees to these Terms and that there is no restriction, contractual obligation or duty imposed by law that prevents the User from performing their obligations under the Agreement;
(b) complies and will comply with all applicable laws and requirements relating to the use of the Service;
(c) the User’s use of the Service has not been previously blocked, suspended or terminated for any reason other than for non-payment of the Service subscription price.
2.2 At all times during the use of the Service, the User undertakes not to violate any of the terms of the Agreement.
3. In order to use the Service, including the trial version of the Service, a user account secured with a username and password must be created (“Account”), or the User may log in via third party accounts, so-called Single sign-on (“SSO”), which allow the User to make the Provider’s Service inaccessible through independent user management.
3.1 Within the Account, the User is authorized to create sub-accounts for their employees, potential employees, former employees and contractors (collectively “End Users” or each individually “End User”), whom the User will allow to use a portion of the Service on the User’s behalf (“Sub-Accounts”). Each Sub-Account is secured by its own username and password unless SSO is used. The User is entitled to remove the created Sub-Accounts at any time at their discretion.
3.2 In order to use the Service, the User may select a free (unoccupied) subdomain on which their Account will be accessible and to which End Users will log in. For example, the subdomain may read as follows: companyname.Onboardee.io. Users are fully responsible for ensuring that the selected subdomain does not infringe any intellectual property rights. The subdomain name may not be blocked or claimed for longer than the period of the effectiveness of the Agreement. After the termination of the Agreement, the subdomain may be selected by other Users only provided that this does not infringe any intellectual property rights, for which the Users are fully responsible.
3.3 The User and End Users are responsible for maintaining the confidentiality of their Account, username and password and shall not disclose this information to any other person or entity, colleague or employer, even if the person requesting the disclosure of the username or password presents themselves as a representative of the Provider. The User and the End Users acknowledge that the Provider does not need to know the User’s or the End User’s password to provide the Service, only their username. This provision is without prejudice to the fact that the User-legal entity is represented by an authorised employee in the management of the User’s Account and, therefore, it is not a breach of this provision if an authorised employee of the User‑legal entity knows the username and password of their employer’s (User-legal entity’s) Account, provided that the User-legal entity obliges such authorised employee to keep such information confidential. The User-legal entity acknowledges that they are fully responsible for the use of the Account by the authorised employee.
3.4 The User undertakes not to provide access to the Service to any other person using their Account, whether free of charge or for a fee. This is without prejudice to the authorisation of the User-legal entity to grant access to the Service to an authorised employee, for whose use of the Account the User is fully responsible.
3.5 The User and End Users undertake that they will only ever enter their username and password on the Onboardee.io domain in order to maintain the security of their Account and Sub-Accounts. In the event that the User or End User enters their username and password on another domain, in particular on a domain that has been created as an imitation of the Onboardee.io domain in order to extort the username and password from Users and End Users, the User or End User is obliged to immediately contact the Provider, who will block their Account or Sub-Account upon request.
3.6 The User undertakes to immediately inform the Provider of any unauthorised access to or use of the Account or Sub-Accounts, usernames or passwords or any other breach of security of which they become aware, by email sent to the email address set out in Clause 11 below.
3.7 The User is responsible for all activity in the use of the Service that takes place within the Account. Thus, the User shall be liable in particular (but not exclusively) for all activity within the Sub-Accounts in the use of the Service by End Users to whom the User has enabled the use of the Service by creating Sub-Accounts.
3.8 Security compliance. The User has been advised that the Account and the data stored therein is secured by username and password unless SSO is used, yet the User must (and undertakes that End Users will in particular in connection with the Sub-Accounts) comply with the following security measures:
(i) the User (or End User) shall not log into the Account (or Sub-Accounts) on a public Wi-Fi network or any Wi-Fi network that is not password protected,
(ii) the User (or End User) shall not save the username and password in browser memory or unsecured username and password auto-fill tools;
(iii) the User (or End User) must prevent any means of discovery of the username and password when in physical contact with another person;
(iv) the User (or End User) must not disclose their username and password to anyone else and must protect it;
(v) the User (or End User) must never fill in a password or log in after clicking on a link from an email that invites them to do so, even indirectly;
(vi) the User (or End User) must never fill in a password or log in on a domain other than Onboardee.io, even if only one letter in the domain, including its extension “.io”, is changed; and
(vii) the User (or End User) shall not provide or disclose their password to anyone by telephone or email, even if the person requesting the disclosure of the password presents themselves as a representative or employee of the Provider.
Should the username and password be misused for any of the abovementioned reasons or similar, the User is aware that they are fully responsible for any breach of security and misuse of all data stored in the system, and the Provider cannot be held liable for any leakage or misuse of data by an unauthorised person.
In the event of any of the abovementioned security threats, the User shall immediately and without delay change their password and do so on a secure network. The User undertakes that the affected End Users shall immediately and without delay change their username and password for the affected Sub-Accounts and shall do so on a secure network.
3.9 Minimum SW and HW requirements. A commonly used internet browser (e.g., Google Chrome, MS Edge, Safari, Firefox) whose version is less than three (3) years old is required for proper functioning of the Service. In addition, a normal, working computer that is connected to the network and internet with a stable minimum speed of 5 Mbps (upload and download) must be used.
4. Term of the Agreement and Service subscription
4. Conclusion of the Agreement. The Agreement is concluded at the moment when the User completes the order for the paid Service or completes the registration for its trial version. Completion of the order or registration is subject to the User’s acceptance of these Terms.
4.1 Term of the Agreement. The Agreement shall remain in effect for the duration of the User’s active subscription to the Service or active trial version of the Service and for thirty (30) days after the termination of the subscription to the Service or its trial version. This is without prejudice to the provisions of Clause 5.6.4 and Clause 5.7 below.
4.2 Subscription term. The term of a purchased subscription shall commence on the date specified in the order and shall continue for the subscription term selected by the User in the order. Subscriptions to the Service may be for one month or one year. The User may change the duration of the subscription at any time by changing the settings in the Service’s system. Subscriptions automatically renew as described in Clause 4.4 below.
4.3 Automatic subscription renewal. Subscription to the Service will automatically renew for the same term selected by the User in the order. The User may choose not to have the subscription automatically renewed in the system settings of the Service. If the User fails to cancel the automatic renewal of the subscription, it is not possible to claim a refund of the subscription price already paid.
4.4 Cancellation of subscription or trial version of the Service. The User is solely responsible for the proper cancellation of the Service subscription or trial version of the Service. Service subscription may be cancelled in the system settings of the Service. The consequences of cancelling a subscription to the Service or a trial version of the Service are regulated in Clause 12.1.1 below.
4.5 Suspension and termination of the Service. The Provider may, at their sole discretion, immediately suspend or terminate the User’s access to the Service if the User breaches the Agreement. In the event that a subscription is cancelled or the User’s access to the Service is suspended or terminated pursuant to this Clause, the subscription price already paid shall not be refunded.
4.6 Data download and deletion. In the event of termination of the Agreement for any reason, the User shall have the option to download data and information provided, entered or uploaded by or on behalf of the User to the User’s database within the Service (“Data”) for a period of thirty (30) days from the date of termination of the Agreement for any reason. The Provider shall delete any Data stored in the Service upon the User’s instruction. If the User does not instruct the deletion of the Data within sixty (60) days from the date of termination of the Agreement for any reason, the Provider shall delete all Data stored in the Service.
5. Service subscription price. The subscription price of the Service is set out in the price list on the Provider’s website (https://www.onboardee.io/#price) (the “Price List”). The subscription price of the Service varies according to the duration of the Service subscription and also according to the selected plan of the Service, which varies according to the number of users, size of data storage and other parameters specified in the Price List. The User may change the selected plan of the Service at any time by changing the system settings of the Service.
5.1 Service subscription price adjustments. The Provider may change the subscription price or any portion thereof or introduce new fees or charges at any time (“Price Change”). A Price Change is subject to the modification of these Terms as set out in Clause 9.1 of these Terms below.
5.2 Fees and taxes. All subscription prices set forth in the Price List are final and are therefore such subscription prices that the User shall pay to the Provider in accordance with this Clause 5.
5.1 If the User is registered as a payer of value added tax in the Czech Republic, the subscription prices are inclusive of value added tax, which will be quantified on the tax invoice.
5.2.1 If the User is registered as a payer of value added tax in another member state of the European Union and the conditions for the application of the reverse charge regime are met, the User is obliged to pay value added tax in another member state of the European Union according to the relevant legislation. In the case referred to in this paragraph, the subscription prices are exclusive of value added tax.
5.2.2 If the User, who is from the Czech Republic or the European Union, is not registered as a payer of value added tax in the Czech Republic or in another member state of the European Union, the subscription prices are inclusive of value added tax, which will be quantified on the tax invoice.
5.2.3 If the User is located outside the European Union, has no registered office or establishment in the European Union, and is not obliged to pay value added tax in the Czech Republic or any other member state of the European Union under relevant legislation, subscription prices are exclusive of value added tax.
5.3 No monies or other consideration will be refunded to the User for partial months of use of the Service.
5.4 Methods of payment. The subscription price of the Service may be paid by:
(a) payment card,
(b) transfer to a bank account.
5.5 Payment card. If the User chooses to pay the subscription price by payment card:
5.2 The User shall enter payment card details into the Provider’s system, which are not stored in the Provider’s system but are stored with the third party that provides the payment gateway for the Provider. The payment gateway for the Provider is provided by Stripe Payments Europe, Limited (www.stripe.com). The User hereby gives the Provider the right to automatically debit the subscription price, which is determined by the duration of the subscription chosen by the User, the applicable Price List and the plan set by the User. After each payment is made, i.e., after each charge from the payment card, the Provider will issue a tax invoice within five (5) working days and store it in the Service’s settings within the User’s Account, where it will be available for the User for download for at least thirty (30) days after its storage, or it will be sent at the User’s request to the User’s e-mail address specified in the Service settings.
5.5.1 In the case of a monthly subscription, the User’s payment card will be debited each month with an amount corresponding to the monthly subscription price according to the selected Service plan and the applicable Price List.
5.5.2 In the case of an annual subscription, the User will be debited at the beginning of each calendar year with an amount corresponding to the price of the annual subscription according to the selected Service plan and according to the applicable Price List.
5.5.3 If the corresponding amount cannot be debited from the payment card, the Provider will send a notification to the User and the User will be able to update their payment details, or the User will be entitled to choose another method of payment. In the event that the subscription price is not paid within fourteen (14) days of the notification to the User under this provision, the Provider shall be entitled to suspend the User’s access to the Service. Payment of the subscription price will be required to restore access to the Service. If the subscription price is not paid within thirty (30) days of the notification to the User under this provision, the provision of the Service and this Agreement shall be terminated.
5.6 Transfer to a bank account. In case the User chooses to pay the subscription price by bank transfer, the Provider shall issue a tax invoice and send it to the User at the e-mail address provided by the User no later than by the fifteenth (15th) day of the month following the month for which the subscription price is charged. The tax invoice will also be stored in the Service’s settings within the User’s Account within the time limit specified in the previous sentence, where it will be available for the User for download for at least thirty (30) days after its storage. The subscription price according to the invoice is payable no later than fourteen (14) days from the date of the issue of the invoice. If the subscription price is not paid within thirty (30) days of its due date, the provision of the Service and this Agreement shall be terminated.
5.7 By entering into the Agreement, the User agrees to the issue, delivery and use of an electronic tax invoice.
6. Data stored during the use of the Service belongs to the User and the User is responsible for its content. The User acknowledges that they are solely responsible for the Data and all of their data and information and for the use thereof and for the consequences of providing, disclosing and using it in any way within the Service. The Provider shall not be liable for the Data. The Provider shall have no obligation to review, audit or edit the Data. However, the Provider reserves the right, at their sole discretion, to remove or block, at any time and for any reason, even without prior notice, such Data that violates the terms of the Agreement or applicable law.
6.1 The User acknowledges that the Service provided is not a substitute for the recording of data on employees, potential or former employees in accordance with applicable law. The User shall be fully responsible for complying with the obligation to keep data on employees, potential or former employees in the manner and form required under the applicable law applicable to the User. The Provider is not responsible in any way for keeping records of the User’s employees, potential employees, or former employees.
6.2 The User shall ensure that, when using the Service, they observe and respect the rights of third parties and of the Provider, including intellectual property rights and data protection and privacy rights, including in relation to Data that the User uploads within the Service or otherwise provides to the Provider. The User is solely responsible for obtaining the appropriate legal title to provide and upload personal data within the Service and is responsible for complying with applicable data protection regulations.
6.3 The User represents that they are the authorised rights holder of the Data they upload within the Service or that they have (and will at all times have) all necessary authorisations, licenses, rights, consents or permissions from other rights holders of the Data. The User represents that the Data does not infringe the rights of third parties, in particular data protection and privacy rights and intellectual property rights.
6.4 The User undertakes that the Data they upload or provide within the Service will not contain:
(a) unlawful, threatening, fraudulent, hateful, discriminatory, libellous, harassing, abusive, improper, defamatory, vulgar, pornographic or otherwise objectionable (as determined by the Provider at their sole discretion) content;
(b) unsolicited content, such as spam, unsolicited promotions, advertisements or contests;
(c) content that encourages criminal activity or activity that could constitute a misdemeanour or civil offense;
(d) content that could reasonably threaten the safety, life or health of third parties; or
(e) content that violates good morals.
6.5 The Provider represents that the Data is properly secured against loss, disruption or unauthorised access and their back up is commenced periodically after midnight each day and then is retained for sixteen (16) days with a guarantee of seven (7) days of recovery. In the event of a security breach on the part of the Provider, the User shall have the right to request such backup.
6.6 The purpose of the Service is only to provide the User with new possibilities of creating and using their Data. The Provider is not responsible for the archiving of the Data. The Provider shall not be liable for any damage caused by a breach of security or integrity of the Data. The Provider shall not be liable for any loss, damage, cost or expense which the User may incur, or which may incur as a result of or in connection with the uploading or provision of the Data, and the Provider shall not be liable to third parties for the content or accuracy of any Data.
6.7 The Provider is not entitled to access the User’s Data unless it is necessary to provide the Service, prevent or resolve service or technical problems with the Service or if requested to do so by the User, in particular in connection with the use of customer support.
6.8 The Provider shall not be entitled to disclose the User’s Data, except where they are obliged to do so under applicable law, where they do so to protect their rights or the rights of third parties or where the User gives their written consent. In the event that the Provider is obliged or authorised to disclose the User’s data, they shall notify the User thereof, in advance, if possible, unless prohibited by applicable law.
7. Intellectual property rights
7. Rights to use the Service. During the term of a subscription to the Service, the Provider grants the User a limited, personal, revocable (at the Provider’s discretion), non-transferable, non-transmittable, non-sublicensable and non-exclusive right to access and use the hosted software products and related documentation which are part of the Service, and any modifications and/or enhancements to the abovementioned (collectively “Software”), specifically to open, view, execute and use the Service and through the Account, in accordance with these Terms, through a web browser or other device owned or controlled by the User, for the User’s internal commercial purposes (the “License”). The License is granted without territorial limitation, free of charge for the entire duration of the Agreement and extends to any updates to the Service. The License shall terminate without further notice together with the termination of the Agreement for any reason whatsoever.
Nothing in the Agreement shall obligate the Provider to make available to the User or any third party any copies of the computer programs or object or source code of the Software. The User agrees to use the Service in accordance with all applicable laws that apply to the User and the use of the Service.
7.1 Provider’s intellectual property rights. The Service, Software, source and object code, interactive features, algorithms, technical data, user interface, Provider’s website (including its design), design, graphics, logos, images, icons, as well as the selection, compilation and arrangement thereof, know-how and trade secrets and all intellectual property rights, related thereto, including but not limited to trademarks and copyrights, whether registered or not, are the property of or licensed to the Provider and are subject to copyright and other applicable intellectual property rights, as applicable. The Provider retains all rights herein to the Software, the Service, the Provider’s website or related therein, including intellectual property rights therein.
The User acquires only the right to access and use the Software by the Agreement. All copyrights and similar rights within the Service belong to the Provider, unchanged even if they would be modified, extended or combined with the User’s or third parties’ software products at the User’s request.
7.2 Performance data. The Provider owns and retains all rights to all performance data related to the use of the Service. Performance data is anonymized information; performance data does not fall within the definition of Data under these Terms. The Provider shall be entitled to collect, use and disclose performance data for commercial purposes, including for the promotion and marketing of their products and to optimize the use of the Software, and such use and disclosure of performance data shall not include any personal or other identifying information of the Users and shall not include any Data. Performance data may include, for example, the number of registered End Users for all Users or the number of adaptation plans used for all Users.
7.3 No rights or licenses to the Provider’s trademarks (whether registered or not) used in the Service, on the Provider’s website or in connection with other products or services of the Provider are granted under the Agreement. The User undertakes not to use any of the Provider’s trademarks.
7.4 The Provider is entitled to use the User’s logo, name and company name for reference purposes on their website and in promotional materials. In the event that the User does not agree to the use of the above attributes or does not wish to be listed as a reference customer of the Provider, the User shall inform the Provider of this fact by e-mail sent to the e-mail address specified in Clause 11 below.
7.5 Unauthorized use of the Service. The User shall not:
(a) upload, transmit or otherwise distribute any content within or through the use of the Service that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, discriminatory, knowingly false or misleading, contains viruses or contains, transmits or activates any malicious code, violates the data protection or privacy rights or intellectual property rights of any third party, or is (at the Provider’s sole discretion) otherwise objectionable;
(b) provide false identifying information in order to gain access to or use of the Service;
(c) attempt to gain unauthorised access to the Service or Software or interfere with their proper functioning, in particular to circumvent, hack into or otherwise interfere with any security, licensing or other protection mechanisms, tamper with the Service or Software or any related website, computer system, server or other internet-connected device;
(d) use the Service in any unlawful manner or in a manner that infringes the rights of third parties;
(e) use the Service for any fraudulent or (at the Provider’s discretion) improper purpose;
(f) use the Service in a manner and for a purpose for which it is not intended, at the Provider’s sole discretion;
(g) circumvent or interfere with any security devices or features or technical means of protection used by the Service;
(h) attempt to discover or access the source code of the Software or attempt to decrypt, decode, decompile, reconstruct, disassemble, extract, delete, modify or reverse engineer any Software or interfere with the internal structure of the Service or make modifications to the Service and redistribute such modifications, including, but not limited to, for the purpose of (i) creating a competing product or service, (ii) creating a product using similar ideas, features, functions or graphics of the Service, or (iii) copying any ideas, features, functions or graphics of the Service;
(i) access or use the Software or the Service in order for the User to develop a competing product or service, nor may the User conclude a contract with a third party for this purpose;
(j) duplicate, create derivative works from, reproduce or exploit any part of the Service without the express prior written consent of the Provider;
(k) modify, adapt, edit, alter, shorten, translate or otherwise change the content of the Service;
(l) use any automated device or manual process to monitor, visit or copy the contents of the Service, systematically collect any data from the Service, unless permitted in the Service or authorised in advance in writing by the Provider, without prejudice to the User’s right to copy or export the Data uploaded or otherwise provided by the User to the Service database;
(m) lend, lease, distribute, disseminate, share, transfer or sell the Service or any part thereof, in whole or in part, or sublicense or assign the rights under the License to others or otherwise permit third parties to use the Service or any part thereof;
(n) remove or modify any logos, trademarks, copyright notices, patent notices or other designations or notices that are listed within the Software or are listed in connection with the Service;
(o) attempt to circumvent or evade any rules of use of the Service;
(p) insert a programming code (so-called script) into available fields in the Service;
(q) perform penetration and other security tests without the prior approval of the Provider;
(r) burden performance in any way with various automated or robotic tools or software;
(s) use browser plug-ins (so-called extensions) that would interfere with the Service in any way;
(collectively “Unauthorized Use”).
The User shall not encourage, permit, or allow any such Unauthorized Use of the Service by any third party.
7.6 Feedback. In the event that the User provides feedback to the Provider in any form regarding the Service, including suggestions for improvement of the Service (“Feedback”), such Feedback shall become the sole property of the Provider, the User assigns to the Provider any and all rights to the Feedback that the User or their employees or persons in similar position might have, and the User waives any and all of their rights, if any, to the Feedback. The Provider may use such Feedback in any manner they deem appropriate. The User undertakes not to provide any Feedback that is subject to any third-party rights or other restrictions.
8. Warranty and limitation of liability of the Parties
8. The Provider makes no warranty in relation to the Service.
8.1 The Provider and the User (collectively the “Parties”) limit their liability for damage arising in connection with the Agreement to an amount equal to 10 times the subscription price of the Service to which the relevant User is subscribed at the date of the relevant damage. The limitation of the Parties’ liability for damage shall apply to any damage (actual damage and lost profits), regardless of how the damage arose or the cause from which it arose, whether it was incurred by the Party or a third party, or whether the Party was advised of the possibility of such damage. The limitation of the Parties’ liability for damage therefore extends to damage suffered by any Party as a result of the imposition of a fine by a public authority. A Party shall not be obliged to provide substitute performance or any compensation for loss of Data or suffer any other similar adverse consequence under this Agreement. The limitation of the Parties’ liability shall not apply in cases of damage caused by intent, gross negligence or breach of good morals unless the Party is exercising their right to do so.
9. Modification of these Terms
9. The Provider may amend or modify these Terms to the extent appropriate. If such a modification is made, the Provider shall publish the new version of these Terms on the website www.onboardee.io and inform the User about the modification of these Terms by e-mail sent to the e-mail address provided by the User. The User is entitled to reject the modification of these Terms within fourteen (14) days from the date of notification of the User of the modification of these Terms by e-mail sent to the e-mail address specified in Clause 11 below, thereby terminating the Agreement with a notice period of thirty (30) days. In this case, the modification to these Terms will not apply to the User to the extent that the User does not agree to the modification, and the Agreement will continue under the original Terms for the duration of the notice period.
10. Except as otherwise provided in the Agreement, neither Party shall disclose or allow a third party to access any confidential information obtained from the other Party or third parties in connection with the performance of the Agreement or use them for their own benefit for any purpose other than that arising under the Agreement. All information which a Party has designated as confidential, or even information not so designated, shall be considered confidential if it may reasonably be assumed that the other Party has an interest in its non-disclosure. In particular, information about the Agreement, the Parties, their business and private affairs, business partners, know-how and trade secrets of the Parties, information related to the Service, made available in any form (oral, written, visual, data or other) to the Parties, their employees, bodies or members thereof, Users or other persons shall be considered confidential, unless such information has already been demonstrably disclosed prior to the moment of discovery of such information. The User expressly undertakes to maintain the confidentiality of the access data to the Service and of the ideas, procedures, structures, algorithms, and methods used on which the Service or its individual components are based or which they contain. The User is not entitled to use this knowledge to develop, manufacture or commercially exploit a similar or other solution, or to otherwise act in a way that threatens or infringes the Provider’s copyright or commercial interests. However, the Parties are entitled to publicly mention the other Party as their reference. The obligations under this Clause shall survive the termination of the Agreement for a period of three (3) years. The Party that breaches their obligations under the provisions of this Clause shall be obliged to pay the other Party a contractual penalty of EUR 5,000 for each breach of such obligation. The right to damages shall not be affected in any way.
If you have any questions or comments regarding the Agreement, these Terms, the website or the Service, you may send us an email at email@example.com.
12. Termination of the Agreement and the Service
11. Termination of the Agreement. The Agreement may be terminated by written agreement of the Parties or by written immediate withdrawal by either Party in accordance with the terms set out below. In addition, the Parties may terminate this Agreement at any time, without giving any reason, by termination notice in accordance with the terms set out below. In the event of termination of the Agreement for any reason, the subscription price already paid shall not be refunded to the User. This provision is without prejudice to the provisions of Clause 4.4 and Clause 9.1 of these Terms.
12.1.1 Termination notice of the User. The User terminates this Agreement by termination notice by cancelling the Service subscription or trial version of the Service in the system settings of the Service. In such event, the Agreement shall be terminated in accordance with Clause 4.2 above, i.e., the Agreement shall be terminated upon the expiration of the period during which the Service or trial version of the Service is active, and upon the expiration of thirty (30) days after the subscription to the Service or trial version of the Service is terminated.
12.1.2 Termination notice of the Provider. The Provider shall terminate this Agreement by termination notice by delivering a written termination notice to the User. The notice period shall correspond to the duration of the respective User’s subscription to the Service or trial version of the Service. The period of subscription of the Service or the period of the trial version of the Service of the respective User within the meaning of this provision shall be assessed on the date of delivery of the termination notice to the User as if there were no automatic renewal of the subscription.
12.1.3 Withdrawal from the Agreement. Either Party shall be entitled to withdraw with effect at the date of delivery of the withdrawal notice to the other Party in the event of a material breach of the Agreement by the other Party. A material breach within the meaning of this Clause shall be deemed to be, in particular, (i) grounds for withdrawal from the Agreement pursuant to the provisions of Sections 2002 et seq. of Act No. 89/2012 Coll., Civil Code, as amended, (ii) non-payment of the subscription price by the User, (iii) the fact that the other Party enters into liquidation, or (iv) if the other Party is confirmed to be bankrupt by a decision with full legal force of a competent court.
12.2 Termination of Service. The Provider may, at any time, at their sole discretion, temporarily or permanently terminate the operation of their website and/or the Service or any part thereof, without notice. The User agrees and acknowledges that the Provider shall have no liability in connection with the termination of the operation of their website and/or Service and the loss of any data.
12.3 The provisions of Clause 10 and Clauses 13 to 20 shall survive termination of the Agreement for any reason.
12. In the event that a Party breaches any obligation under the Agreement or these Terms, other than an obligation under Clause 10 above, it shall pay to the other Party a contractual penalty of 30% of the annual subscription price for each breach of such obligation. For the purposes of this provision, the annual subscription price shall be determined in accordance with the plan selected by the User, who is either the breaching Party or the damaged Party in the situation in question, at the time of the breach and in accordance with the Price List in effect at the time of the breach. The right to damages shall not be affected in any way by this provision, and the limitation of liability of the Parties under Clause 8.2 above shall always apply in connection with any damages claim.
14. Governing law and jurisdiction
13. The Agreement and any non-contractual rights and obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Czech Republic.
14.1 Any dispute, claim or disagreements arising out of or in connection with the Agreement which are the subject of a dispute between the Provider and the User (including questions relating to its validity, effectiveness and interpretation) will be referred for resolution to the relevant court in the Czech Republic.
15. Prohibition of assignment and unilateral set-off
14. The User shall not assign or otherwise transfer any rights or obligations under the Agreement by way of assignment of claim, assumption of debt or assignment of the Agreement without the prior written consent of the Provider.
15.1 The User is not entitled to unilaterally set off any of their claim against any claim of the Provider, regardless of whether the claims arise from the Agreement or from other legal title.
16. Written form
15. Pursuant to Section 562(1) of Act No. 89/2012 Coll., Civil Code, as amended, the written form of any legal act under this Agreement, i.e., in particular a termination notice under this Agreement or a consent, shall be maintained even in the case of a legal act made by electronic or other technical means enabling capturing its content and the identification of the person acting.
16. The ineffectiveness or invalidity of any provision of the Agreement or these Terms, whether in whole or in part, shall not affect the effectiveness or validity of the remainder of the Agreement or these Terms. In case any provision of the Agreement or these Terms becomes invalid or void for any reason, the Parties shall inform each other and agree on a legally acceptable solution to achieve the commercial objectives contained in such invalid and/or void provisions of the Agreement or these Terms.
18. Full agreement
17. The Agreement and these Terms contain the entire agreement between the Parties relating to the subject matter of the Agreement and these Terms and supersede any prior written or oral agreement between the Parties relating to the matters in the Agreement or these Terms.
19. Waiver of a right
18. No failure to exercise nor any delay by either Party in exercising any right under the Agreement or these Terms and no form of conduct between the Parties shall be construed or work as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.
19.1 Any failure to exercise any sanction for breach of any provision of the Agreement or these Terms or failure to perform thereunder shall not be deemed a waiver of any sanction for any subsequent breach or failure and shall in no way affect any other provision of the Agreement or these Terms.
19. In case of a discrepancy between the wording of the Agreement and these Terms, the provisions of the Agreement shall prevail.
20. These Terms shall take effect on 1 July 2022.