governing the provision of services by the Woodler s. r. o. as the provider through the website at woodler.eu (hereinafter referred as the Website) to the ordering party (hereinafter referred as the Customer; the Customer and the Provider together shall be hereinafter referred to as the Parties) and other related legal relationships in accordance with Section 1751 (1) of Act no. 89/2012 Coll., civil code (hereinafter referred as Civil Code)
Woodler s. r. o.
ID: 44 732 503
Registered office: Pribinova 4, 811 09 Bratislava, Slovak Republic
The following General Terms and Conditions apply to any legal relationships between the Provider and Customer relating to provision of services through the Website, use of provided software and creation and maintaining of user accounts.
The Contract between the Provider and the Customer is concluded at the time of confirmation of the order from the Provider or at the time the payment is received by the Provider, whichever of these events occurs later.
The Customer places the order by filling out the order forms on the Website and selecting the products and or services offered by the Provider.
The Price of a subscription is set out for one full term and for the same subscription might vary depending on the length of the term. Prices of all variants of subscriptions are displayed on the Website before placing the order.
The Provider is entitled to change the price according to the provision of article 15.6 of these General Terms and Conditions any time and the change will be effective from the beginning of the next term.
The Provider might grant a quantity discounts to Customers ordering a subscription for high amount of installations, licenses or other products or services. If the Customer is eligible for quantity discount the discounted price shall be displayed by the Website when placing the order.
Any quantity discount applied when the order was placed is only effective for the first term of the subscription. When the subscription is renewed the Customer might be granted another quantity discount if the Customer is eligible for such discount at the time the subscription is renewed. If the Customer is not eligible for quantity discount at the time of renewal, then full price of the subscription is charged. The Customer shall be notified of any applicable quantity discounts in the notice before renewal of the subscription.
The Provider may change the conditions of eligibility for quantity discounts or cancel such discounts at any time without further notice. The changed conditions or cancellations are effective from the beginning of the next term of subscription.
The Customer is entitled to increase or decrease the number of installations, licenses or other products or services ordered as a part of the subscription any time. Any changes to the subscription do not affect the term of the subscription.
The Customer can increase the number of installations, licenses or other products or services that are part of the subscription by ordering more items through the Website. As the term of the subscription is not affected by the newly ordered items, the price is charged only for the remainder of the current term for the newly ordered items. Upon renewal of the subscription for new term the full price is charged as usually. For the purpose of eligibility for quantity discount the previously ordered items are taken into account. Any applicable quantity discount applies only to the newly ordered items and only the price of the newly ordered items is discounted.
If the Customer decreases the number of installations, licenses or other products or services that are part of the subscription then the Customer is not eligible for any refund of the any price paid. If the Customer becomes not eligible for quantity discount after the decrease of items that are part of the subscription, then the Customer is not obliged to pay the difference between the full price and discounted price. However, the Customer might be charged the full price of the subscription on renewal if the Customer is not eligible for quantity discount at the time of renewal.
The Customer can choose the length of the term from the variants offered by the Website before placing the order. The length of the term can also be changed by the Customer any time using his Customer account. the change is effective from the beginning of the next term.
At the end of the term, the subscription is automatically renewed for the next term of the same length unless the Customer cancels the renewal before the end of the term. The renewal can be cancelled through the Customer account. The Price for the next term is due on the first day of the next term and is automatically charged to the Customer via the selected payment method.
The Customer will be notified at least 7 days before the end of the term of the planned renewal and will be informed about the option to cancel the renewal.
Any software that is a part of the subscription is listed on the Website before placing the order.
Customer selects the number of concurrent installations of the software before placing the order. Customer can order more concurrent installation by placing another order.
Customer is entitled to any new versions for the software that is a part of the subscription and are released by the Provider throughout the subscription term. The Customer will be notified of the new versions as soon as they are released and are installed automatically.
The Provider is entitled to suspend the subscription any time the Customer breaches the Contract or the End-User License Agreement or if payment for the next term is not paid in time without further notice.
During the suspension of the subscription, provision of all services is suspended including the customer service as well as Customer’s rights from the End-User License Agreement. Any software that is part of the subscription will not operate during the suspension of the subscription. The Customer is not entitled to any refunds or discounts for the duration of the suspension of the subscription.
The Customer is entitled to cancel the subscription any time through the Customer account.
The Provider is entitled to cancel the subscription in any case the Customer breaches the Contract or the End-User License without further notice.
By cancelling the subscription, the Contract and the End-User License Agreement is terminated, and provision of all services will be ceased. The Customer is not entitled to a refund of the price for the remainder of the term in which the subscription was cancelled.
All products and services ordered by the Customer must be paid in full in advance. Until the payment is received by the Provider, the Contract is not concluded between the Parties and the Customer is not entitled to any consideration or fulfilment.
Payments can be made only by the payment methods allowed and offered by the Website at the time of placing the order.
Payments might be processed by a third-party payment processor and special terms and conditions of such payment processor might apply, and the Customer is obliged to comply with such terms and conditions.
Payments might be subject to fees and the Customer is responsible for paying any such fees.
If any of the payment methods is subject to a special fee that is not included in the price of ordered products and services the Website will display the fee at the time the payment method is selected.
All prices exclude VAT unless specifically stated and if the VAT is applicable, then the price shall be risen accordingly to include the VAT.
Software is provided in digital form only. The Customer is entitled to download the ordered software as soon as the Contract is concluded via the Website after logging into his Customer account.
Software is provided together with documentation that includes documents set out in the End-User License Agreement. The documentation is provided via the Website after logging into the Customer account. The Customer is not entitled to request any other documentation or any changes or amendments to the documentation.
The Customer is not entitled to request the delivery of any source code of any provided software.
A Customer account is required to order any services or software from the Provider, to manage the subscriptions and to operate the software.
The Customer account is registered by filling the registration forms on the Website. The registration is complete after the confirmation from the Provider. The Provider is entitled to request further information before confirming the registration and is entitled to decline the confirmation without giving any reason.
Only authorized users designated by the Customer may operate the Customer account. Only a natural person older than 18 years and authorized to act on behalf of the Customer (e.g. an employee or authorized contractor) is eligible to be an authorized user. Authorized user with the permission to place an order must be authorized to enter into a contract on behalf of the Customer.
Each authorized user must be registered and will be provided with a unique set of credentials and permissions. Authorized users must not share credentials. Customer and Authorized users are liable for security of their credentials and for ensuring that the Customer account is used only by authorized users.
Unless otherwise expressly stated in the Contract customer support is only available for Customers with a valid subscription and only for the services and software that are part of that valid subscription.
A Customer eligible for customer support is entitled to lodge a support ticket through the helpdesk software that is made available to the Customer through his Customer account. The Customer is obliged to describe any problems with provided services and or software and provide detailed information relevant to solve the problem.
The Provider shall undertake any reasonable effort in order to respond to any proper support ticket lodged by eligible Customer in a reasonable time.
The Provider is entitled to request additional information regarding the support ticket from the Customer in order to respond to the ticket.
The Provider is not obliged to respond to a support ticket if the subject matter of the support ticket is not related to a defect.
The customer support service should serve as means to eliminate any defects of the products, services or software. The purpose of the customer support service is not to provide consultations on better use of the products, services and software. The Customer can order such consultations as a special service.
In case the Customer abuses the customer support by lodging unreasonable support tickets or repeatedly lodging support tickets without a proper description of the problem or repeatedly lodging the same or similar support tickets, the Provider is entitled to either refuse to respond to the support ticket or charge a reasonable fee for the incurred costs.
If the use of software is a part of the subscription or is ordered separately, then the Customer is granted a limited nonexclusive license to use the software for the duration of the subscription under a separate End-User License Agreement.
Limitations and other license terms are set out in the End-User License Agreement specific for the ordered software or software that is part of the subscription. The Customer is obliged to comply with the End-User License Agreement.
The End-User License Agreement might be terminated according to the provisions of the End-User License Agreement or Contract. In any case, the End-User License Agreement is terminated at the time of termination of the subscription the software was provided as a part of.
The Customer is obliged to familiarize himself with any product, service or software of his choice and its features before placing the order. The Provider is not responsible for the choice of a wrong product, service or software by the Customer.
The Customer is obliged to familiarize himself with any technical and other requirements of any product, service or software before placing the order. The inability to properly use any products, services or software due to inability to meet the requirements is not a defect and does not entitle the Customer to any discount or refund.
The Customer is obliged and fully responsible for keeping the payment information for his selected payment method up to date in order to ensure timely payments for each term of the subscription.
The Customer is responsible to properly manage the credentials of the authorized users and especially to decommission the credentials of any persons no longer authorised. The Provider is not responsible for any misuse of the credentials of the authorised users.
The Provider provides no warranty for any products or services including the software. Customer is only entitled to claim Provider’s liability for defects in the extent expressly stated in these General Terms and Conditions. Further limitations in the End-User License Agreement may apply.
Any fulfilment of the Contract that differs from the Contract is a defect unless further stated otherwise. The Provider is liable only for defects that existed in the time of provision of the fulfilment.
If the Customer cannot use the product or software due to a defect or a defect renders provided services useless and the defect was not resolved in ten business days from lodging proper support ticket with the customer support then the Customer is entitled to a reasonable discount corresponding to the extent the product, software or services were not usable. The discount cannot exceed a portion of the price of a subscription corresponding to the time the services and software that are part of the subscription were not usable.
The Customer is entitled to the discount only if he lodged proper support ticket without undue delay from the time he found out about the defect and in any case no longer than one month after the fulfilment was provided.
Proper support ticket includes a description of the problem and other relevant details in extent needed to identify the defect and to resolve the defect. If the support ticket is not proper the Provider shall request further details from the Customer. The time period to resolve the support ticket set out in the first paragraph runs from the moment the support ticket is completed in accordance with the Provider’s request.
The Customer is not entitled to claim any remedy for defects other than reasonable discount according to article 10.3 of these General Terms and Conditions.
Any of the below listed cases are expressly excluded from liability for defects:
The Provider shall not be obliged to reimburse the Customer or any other third party for any loss of profit or revenue, direct, indirect, subsequent, subsidiary, punitive or special damages including any damages from loss of data, hindrances and outages of operation of Customer’s systems or business activity incurred in relation with the Contract or use of the software. This limitation applies in the maximum extent permitted by the applicable law.
In any case, if the Provider is still held liable for any damages the total combined reimbursement shall not exceed the combined amount paid by the Customer for the services, products or software the damages are related to.
The Confidential Information of the Provider shall include all information disclosed by the Provider to the Customer, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include, but not be limited to the provided software, its documentation, code, settings, analytics data, any information about the functionality and operation of the software and any information provided about the software and services by the customer support.
The Confidential Information of the Customer shall include all information disclosed by the Customer to the Provider, whether orally or in writing, that is expressly designated as confidential or is specified hereinafter. Confidential Information shall include, but not be limited to any information about the Customers IT infrastructure, used software, user information, databases, settings or other information that is provided by the Customer to the customer support related to the Customer’s IT infrastructure or operation that is not basic knowledge and if disclosed might incur security risk.
Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of an obligation owed to the Discloser; (ii) was known to the Recipient before its disclosure by the Discloser without breach of an obligation owed to the Discloser; (iii) was independently developed by the Recipient without breach of an obligation owed to the Discloser; or (iv) is received from a third party without breach of an obligation owed to the Discloser.
During the term of the Contract and for five (5) years thereafter, the receiving Party shall not disclose or use any Confidential Information of the other Party for any purpose outside the scope of the Contract, except with the other Party’s prior express written permission.
Each Party undertakes to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of similar kind (but in no event using less than reasonable care).
If any Party is compelled by law to disclose any Confidential Information of the other Party, it shall provide the other Party with prior notice of such compelled disclosure (to the extent legally permitted).
Parties shall aim to resolve any arising disputes in an amicable way by negotiations in good faith.
Any disputes arising out of the Contract and any related legal relationships including damage and other claims shall be settled before the courts of the Czech Republic. Parties specifically choose the Area court for Prague 1 as general court and matters in the jurisdiction of regional courts shall be decided by the Municipal Court in Prague. The jurisdiction of the chosen courts shall be exclusive.
Parties execute the choice of law and choose that the Contract and all related legal relationships including damage and other claims shall be governed by the law of the Czech Republic. The Parties acknowledge and recognize that areas not explicitly regulated hereby shall be regulated by the respective provisions of the Civil Code and other relevant laws of the Czech Republic.
Parties hereby exclude the use of the United Nations Convention for the International Sale of Goods.
The Parties shall provide one another any reasonable cooperation in order to fulfil the Contract and its purpose.
The Customer is not entitled to assign any rights and obligations arising for these General Terms and Conditions, End-User License Agreement or the Contract to any other party without previous express consent of the Provider in executed in writing.
These General Terms and Conditions and End-User License Agreement, including all annexes hereto, constitute the entire agreement between the Parties as to its subject matter and supersedes all previous agreements, proposals or representations, written or oral, concerning the subject matter of the Contract and related matters.
The Provider expressly rejects any and all terms and conditions of the Customer related to any legal relationships governed by these General Terms and Conditions and End-User License Agreement.
The Customer accepts the risk of changing circumstances and is therefore not entitled to claim the right to renegotiate the Contract according to Section 1765 Civil Code.
Should any of the provisions hereof appear or shall be determined invalid, ineffective, non-existent or unenforceable at a later date, then such invalidity, ineffectiveness, non-existence or unenforceability shall not cause the invalidity, ineffectiveness, non-existence or unenforceability hereof as a whole. In such a case, the Parties undertake, to clarify without undue delay any such defective provisions within the meaning of Section 553 (2) of the Civil Code, or to replace it, by mutual agreement, by a new provision that most closely reflects the intentions of the Parties at the time of conclusion hereof, to an extent permitted by the laws and regulations of the Czech Republic.
The Provider reserves the right to change these General Terms and Conditions, End-User License Agreement and other conditions of provision of services, use of the software and use of user accounts at any time in full or in part. The right of the Provider includes the right to change the price, conditions of subscription, limitations of subscriptions and license and other terms.
The Provider shall notify the Customer about any abovementioned changes through the Website at least one month before the changes take effect. The Customer is entitled to cancel the subscription and use of services any time before the changes take effect. If the Customer does not cancel the subscription according to the previous sentence, then the legal relationships between the Provider and the Customer shall be governed by the changed terms from the effective date of the changes.
These General Terms and Conditions shall be effective from 31/03/2021.