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Terms and conditions

14. 2. 2022

issued by
RA Software s.r.o.
with its registered office at Nové sady 988/2, Staré Brno, 602 00 Brno, Czech Republic
Company ID: 048 85 414
entered in the Commercial Register kept by the Regional Court in Brno,
Section C, Insert 92399
for purchase agreements, framework purchase agreements in B2B relationships,
including purchase agreements concluded via web interface or electronic mail.

 

1. INTRODUCTORY PROVISIONS

1.1.     These Terms and Conditions (hereinafter referred to as the “Terms and Conditions”) issued by RA Software s.r.o., with its registered office at Nové sady 988/2, Staré Brno, 602 00 Brno, Czech Republic, Company ID: 048 85 414, entered in the Commercial Register kept by the Regional Court in Brno, Section C, Insert 92399 (hereinafter referred to as the “Seller”), govern the mutual rights and obligations of the contractual parties in their respective business operations arising between the Seller and another natural or legal person (hereinafter referred to as the “Buyer”):

1.1.1.     on the basis of and in connection with purchase agreements, including purchase agreements concluded via web interface or electronic mail;

1.1.2.   on the basis of and in connection with framework purchase agreement (hereinafter referred to as the “Framework Agreement”);

1.1.3.   on the basis of and in connection with individual purchase agreements concluded on the basis of the Framework Agreement.

1.2.    A purchase agreement pursuant to Article 1.1.1 of the Terms and Conditions and an individual purchase agreement pursuant to Article 1.1.3 of the Terms and Conditions concluded on the basis of the Framework Agreement are hereinafter referred to as the “Purchase Agreement”.

2. PRODUCTS OFFERED BY THE SELLER

2.1.   Within the scope of its business operations, the Seller offers for sale:

2.1.1.   copies of computer programs1, for which the distribution rights have been exhausted within the territory of the European Union pursuant to the provisions of Article 4 paragraph 2 of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs, as amended (hereinafter referred to as the “Copies of Used Software”);

2.1.2. copies of computer programs which have not been used by any other user prior to their sale to the Buyer; (hereinafter jointly referred to as “Products” or individually as the “Product”).

2.2.    Products do not include the provision of technical or user support for the operation of the software itself (a copy of which is delivered on the basis of the Purchase Agreement) or the provision of updates or repairs of such software by the Seller or by any other third party (the right holder). However, the right holder may provide such services.


1 The individual copies are sometimes commonly and inaccurately referred to as licenses; however, in case of Copies of Used Software, there is no assignment or sale of a license, but rather a transfer of the ownership rights to the copy of the computer program. These copies are then used by the Buyer directly by virtue of law.

3. SUBJECT OF THE PURCHASE AGREEMENT

3.1.   On the basis of the Purchase Agreement, the Seller undertakes to hand over the Products and to transfer the ownership right to the Products to the Buyer. The Buyer undertakes to take over the Products and to pay their purchase price to the Seller.

4. PRODUCT PURCHASE PRICE AND PAYMENT TERMS AND CONDITIONS

4.1.   The purchase price of Products, the payment due date, and additional payment terms and conditions are agreed upon in the Purchase Agreement.

4.2.    In case of every cashless payment, the obligation of the Buyer is fulfilled as soon as the account of the Seller is credited with the required sum.

4.3.    In the event of Buyer’s default on payment of the purchase price of Products, the advance payment of it, or other payments under the Purchase Agreement, the Seller is entitled to withdraw from the Purchase Agreement and/or to suspend fulfillment of any obligation towards the Buyer arising from any Purchase Agreement until the Buyer pays for all monetary obligations towards the Seller.

4.4.    Receivables from the Seller can be unilaterally offset against Products' purchase price or other debts under the Purchase Agreement only if such receivable is mature and acknowledged by the Seller in writing as of its reason and amount or if such receivable is a Buyer’s receivable that was finally adjudicated in court or arbitration proceeding.

4.5.    If it is customary in business relations or if it is stipulated by generally binding legal regulations, the Seller shall issue a tax document – an invoice and send it in the electronic format to the Buyer's electronic email address, in respect of payments made under the Purchase Agreement.

5. DELIVERY OF PRODUCTS

5.1.    In case the Product that shall be delivered pursuant to the Purchase Agreement is intangible, delivery of such Product shall mean handover of the corresponding document (referred to by the Seller as “ownership documentation”) or license number (product key), including their handover via the electronic email to the Buyer's email address.

5.2.  The ownership right to the Products shall pass onto the Buyer upon payment of the Products' full purchase price.

5.3.  In case the Buyer’s interest is in distribution of the Copies of Used Software outside the territory of the European Union, the Buyer does so at their own responsibility and is obliged to independently determine whether such distribution or use of the Copies of Used Software is in accordance with generally binding legal regulations effective in the territory in question.

6. SELLER’S WARRANTY

6.1.   Where Copies of Used Software are concerned, the Seller warrants that:

6.1.1.  unless explicitly agreed otherwise, the Copy of Used Software sold to the Buyer on the basis of the Purchase Agreement is a copy for which the software manufacturer's distribution rights have been exhausted for the territory of the European Union;

6.1.2.   should the Copy of Used Software be affected by a legal defect, the Buyer’s claims shall be settled by a delivery of another, defect free Copy of Used Software, or by a refund of the purchase price of the defected Copy of Used Software. Thus, the Buyer shall not be entitled to require from the Seller to remove the legal defect of the Copy of Used Software;

6.1.3.  should the Copy of Used Software be affected by a technical defect, in the meaning that it will not possible to install or operate the said Copy of Used Software due to reasons inherent in said copy, the Buyer’s claims shall be settled by a delivery of another, defect free Copy of Used Software, or by a refund of the purchase price of the defected Copy of Used Software. Thus, the Buyer shall not be entitled to require from the Seller to remove the technical defect of the Copy of Used Software.

7. PRODUCT PROPERTIES

7.1.    Unless agreed otherwise, the rights and obligations of the contractual parties regarding Products defects shall be governed by relevant generally binding legal regulations.

7.2.  The Buyer acknowledges and agrees that the Seller does not influence nor bears responsibility for the function or functionality of the software itself (a copy of which is supplied on the basis of the Purchase Agreement) including the occurrence of errors in the software, or for the software’s compatibility with specific hardware or other computer programs. The Buyer acknowledges and agrees that the Seller does not bear responsibility for the suitability of the use of the software itself (a copy of which is supplied on the basis of the Purchase Agreement) for the Buyer’s or a third party’s needs.

7.3.   Should the Product be affected by a defect, the Seller shall satisfy the Buyer’s rights coming from defects liability in the following order and manner: delivery of the missing Product, delivery of another defect free Product as a replacement for the Product with defect, provision of a reasonable discount from the Product purchase price.

7.4.  Should the rights from the Seller's defects liability be resolved by a delivery of another piece of Product:

7.4.1.    the Seller shall dispatch a new piece of Product to the Buyer within fourteen (14) days from the day of the warranty claim settlement by the Seller;

7.4.2.  neither the Buyer nor any other person to whom the Buyer has directly or indirectly provided the Product which is the subject of a warranty claim (such as an end user), may use such claimed Product, whereby the prohibition of use for these purposes means in particular the prohibition on the use of the license number (product key) of the claimed piece of Product.

8. WARRANTY CLAIM

8.1.   The rights of the Buyer arising from the Seller’s defects liability shall be claimed by the Buyer in a text form via an electronic mail to the following Seller’s address [email protected] (hereinafter referred to as the “Warranty Claim”) without undue delay, however no later than six (6) months from the delivery of the Product.

8.2.   When exercising a Warranty Claim, the Buyer shall provide to the Seller all documentation and information that have been delivered to him by the Seller along with the purchased Product, or that are connected to the Purchase Agreement based on which the Warranty Claim is being claimed.

8.3.   A Warranty Claim by the Buyer shall not affect the Buyer’s obligation to pay the purchase price of the Product or to fulfill other obligations towards the Seller.

9. LIABILITY OF THE SELLER

9.1.   Unless stated otherwise, the rights and duties arising from the Seller's damage liability towards the Buyer should be pursuant to generally binding legal regulations.

9.2.   A prerequisite for the right to damage compensation is the immediate notification given to the Seller of the occurrence of a damage or the fact that a damage may occur.

9.3.   In case of a damage on the Buyer’s side in connection with the Seller’s defects liability of Products, the contractual parties, taking into account all circumstances related to the conclusion of the Purchase Agreement, have agreed to limit the compensation for any such potential damage incurred to the Buyer, unless the Seller caused this damage intentionally or through gross negligence, in a way, that the total compensation for any damage incurred for this reason, including lost profits, is limited to the amount actually paid by the Buyer as the purchase price of Products pursuant to the Purchase Agreement, under which the damage has occurred.

9.4.   The Seller does not have a precise idea or information for what purpose or for what activities the Products will be used by the Buyer or by any other party. Taking this as well as any other circumstances related to the conclusion of the Purchase Agreement into account, the contractual parties state that the aggregate foreseeable damage including lost profits, which might incur to the Buyer in connection with the Seller’s defects liability of Products, may equal, at most, to the amount actually paid by the Buyer as the purchase price of Products pursuant to the Purchase Agreement, under which the damage has occurred.

10. OTHER RIGHTS AND OBLIGATIONS OF THE CONTRACTUAL PARTIES

10.1.   The Buyer agrees to receive information related to the goods, services or business of the Seller as well as commercial messages from the Seller to the Buyer’s electronic address.

11. PROTECTION OF INFORMATION

11.1.   Unless the contractual parties explicitly agree in writing otherwise, all information about the contents of the Purchase Agreement shall be considered confidential.

11.2.   Information that became publicly known through no fault of the Seller, shall not be considered confidential pursuant to this article.

11.3.   For the duration of the Purchase Agreement and three (3) years following the expiration of the Purchase Agreement, the Buyer undertakes to keep all information included in the Purchase Agreement strictly confidential. Without the Seller’s written permission, the Buyer shall not use the confidential information for their own, nor third party's benefit if such use would be contrary to the Seller’s interest. The Buyer agrees to maintain confidentiality of other facts, the disclosure of which to third parties could in any way affect the business interests or reputation of the Seller. The Buyer may disclose confidential information to its advisors who are under the obligation of confidentiality.

11.4.   The contractual party shall not be deemed to be in breach of the Purchase Agreement if the party, in accordance with legal regulations, disclosed confidential information to courts, administrative authorities, or other parties on the basis of an obligation pursuant to generally binding legal regulations.

12. CLOSING PROVISIONS

12.1.  Should the relationship established by the Framework Agreement or the Purchase Agreement contain an international (foreign) element, the contractual parties agree that the relationship shall be governed by Czech law, excluding the application of the UN Convention on Contracts for the International Sale of Goods and excluding the application of customary commercial practices. Czech courts of justice shall have jurisdiction and competence to adjudicate on disputes arising from the Framework Agreement and the Purchase Agreement.

12.2. The Buyer shall not be entitled to assign their possible receivables from the Framework Agreement or the Purchase Agreement to a third party without prior written approval of the Seller.

12.3. Provisions deviating from the Terms and Conditions may be agreed upon in the Framework Agreement or the Purchase Agreement. Deviating stipulations in the Framework Agreement or in the Purchase Agreement shall take precedence over the provisions of the Terms and Conditions.

12.4. Provisions of the Terms and Conditions form an integral part of the Framework Agreement and the Purchase Agreement.

 

In Brno on February 8th, 2022.

RA Software s.r.o.

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