Terms and Conditions
updated about 1 year ago
By using Inventoro.com, you agree to these terms and conditions and enter into an agreement between you and Inventoro. Please read them carefully.
By using the Inventoro.com service (an online application for demand planning and forecasting, promotion planning and inventory management and replenishment - "Inventoro" - you agree that you are bound by the following contractual conditions (hereinafter referred to as the "Terms and Conditions"), which form a complete contract between you (hereinafter referred to as the "Customer") and Inventoro s.r.o., Company Identification Number: 08796173, with its registered office at Blanická 772/6, 120 00 Prague 2, The Czech Republic, entered in the Commercial Register kept at the Municipal Court in Prague under file number C 325470 (hereinafter referred to as the “Inventoro”) - together also the “Parties” and these contractual conditions hereinafter also referred to as the “Agreement”). For the avoidance of doubt, these Terms and Conditions apply to all use of Inventoro (including Trial).
TERMS AND CONDITIONS FOR INVENTORO DIRECT CUSTOMERS
INTERPRETATION OF TERMS
- The terms used in this Agreement have the following meaning (unless the context indicates otherwise):
is a breakdown of the amount of Fees and the scope of the Service stated in the price list;
means unauthorized access to a computer system or repository containing Input Data by a third party or a group of persons, in particular through software bots (so-called zombie bots), phishing, pharming, a computer virus and / or a DDoS attack;
Act No. 89/2012 Coll., Civil Code, as amended;
are fees for the use of the Service, the amount of which is set out in the Price Plan;
"Intellectual property rights" means
all copyrights, trademark rights, business or trade names, logos or slogans, domain names, the right to protection against unfair competition, database rights, design rights and all other intellectual property rights, whether registered or unregistered, including proposals or rights to apply for them;
“Service” means the
Inventoro web application operated by Inventoro, which is accessible through the website www.inventoro.com and allows the entry of Customer data in order to obtain the Outputs of the Service;
of the Customer's employees, consultants, advisors or representatives authorized by the Customer to access and use the Service, who have been assigned an access name and password to the Service for this purpose. For the avoidance of doubt, the Parties agree that each of the Users has an individually determined account, which may be used only by a specific natural person - the User for whom it was established;
is the data entered by the Customer into the Service in the manner specified in the Contract, the scope of which is specified in the Inventoro Manual;
"Outputs of the Service"
are the results of the processing of Input Data performed by the Service. The range of outputs is specified in the Inventoro Manual;
the website www.inventoro.com, including related subdomains, that contain the Inventoro web application;
“Binding regulations” means
any effective generally binding legal regulation that is part of the Czech legal order or the legal order of the European Union, including business practices in the relevant markets and the principles on which the said generally binding legal regulations are based.
- The terms used in this Agreement have the following meaning (unless the context indicates otherwise):
SUBJECT OF THE AGREEMENT
- These terms and conditions agreed by the Parties regulate the conditions under which the Customer may use the Service and set out the rights and obligations of the Parties in connection with the provision and use of the Service.
- By this Agreement, Inventoro grants the Customer the right to use the Service under the conditions set out below and to the extent set out below, and the Customer accepts such right and undertakes to pay Inventor the set Fees.
- Use of the Service means the processing of Input Data through the Service and the subsequent provision of Outputs of the Service to the Customer.
- For the avoidance of doubt, the Parties agree that the right to use the Service under this Agreement is non-transferable, ie under this Agreement, this right arises only for the Customer and Users, and not for third parties.
RIGHTS AND OBLIGATIONS OF THE PARTIES
- Inventoro is to enable the Customer to use the Service, ie to provide the Customer with the user environment of the Service, to allow the Customer access to the user interface for the Customer's use of the Service and to provide the Customer with the Outputs of the Service. to the extent specified in one of the variants specified in the Price Plan.
- Inventoro undertakes to provide the Customer with the Outputs of the Service in the form of recommendations.
- The Customer's use of the Service includes access to all available functions of the Service effective as of the date of conclusion of the Agreement. In the event that the Service is improved during the provision of the Service, in particular the addition of functions or additional services, and the Customer decides to use them, Inventoro may require the payment of additional fees for the extension of the Service.
- The Parties agree and Customer expressly agrees that the obligation to enable the use of the Service is limited to Inventoro's obligation to make reasonable efforts as may reasonably be required of it to enable Customer to use the Service. Inventoro does not undertake to ensure the availability of the Service in all circumstances, in particular due to regularly scheduled outages, technical reasons or inaccessibility caused by circumstances beyond Inventoro's control, including Internet service provider failure or other technical reasons and force majeure or cyber attack.
- In such a case, Inventoro will use all reasonable efforts to keep the Customer informed as far as possible of the change (which constitutes a narrowing of the scope of services or other restriction of their provision or is otherwise to the detriment of the Customer), or termination if circumstances possible.
- The Customer undertakes to upload to the Service only information and content that does not violate any of the Binding Regulations. The Customer is responsible for the accuracy, quality, integrity, legality, reliability and suitability of all Input Data.
- The customer retains all rights to the Input Data. In accordance with these Terms and Conditions, the Customer grants Inventoro the right to process Input Data, in particular to use, copy, transfer and otherwise handle it, to the extent and for the purposes of processing and providing the Output Service and for analysis of Service operation and machine learning leading to improvement. software tool and algorithms providing the Service.
- Inventoro expressly states that the provision of the Service does not include the provision of the Input Data Archiving Service. Inventoro agrees not to intentionally delete the Input Data for the duration of the Service. Inventoro is not bound by any obligations in relation to data storage. The application of the provisions on custody and storage according to the Civil Code is excluded.
- Neither Customer nor Users may sell, rent, transfer, assign, license, sublicense, distribute or provide or make available or otherwise commercially use the Service or establish any other rights to the Service for the benefit of third parties.
- The Customer undertakes not to provide Inventor with any data that would violate the provisions of the Binding Regulations (eg the Personal Data Protection Act) or the rights of third parties.
- The Customer hereby undertakes, without further conditions and irrevocably, to indemnify Inventoro upon request for an amount corresponding to all costs (including recovery costs), expenses, liability (including tax liability), direct, indirect or consequential damages, fines, contractual penalties, claims or costs. Inventoro will suffer in any way, either directly or indirectly, as a result of or in connection with a breach of any obligation under this Agreement.
- Customer agrees that Inventoro may use references to Customer's company, logo and a link to its website for marketing purposes (eg for a list of references).
- Based on Customer's consent, Inventoro may use a general description of Customer's use of the Service for case studies. Inventoro will send a request for such consent to the e-mail address provided by the Customer during registration. If the Customer expresses his disagreement to Inventoro via the Inventoro contact email, within 5 working days of the date of sending the e-mail by the Inventoro, it is considered that the Customer has given his consent.
SECURITY AND PASSWORDS
- Customer may access the Service via the domain www.inventoro.com. Inventoro is entitled to change this subdomain for operational or technical reasons.
- Access to and use of the Service is provided to the Customer through a combination of one or more usernames and assigned passwords that the Customer sets when registering for the use of the Service.
- The Customer undertakes not to allow access to the Service or use of the Service to persons other than Users. The Customer is responsible for ensuring the protection and security of use of the Service in accordance with these Terms and Conditions to the User.
- The customer undertakes to inform Inventoro of any breach of the security of his username and password.
- Customer agrees not to use or distribute any damaged files, files that contain viruses, or any similar software or programs that could interfere with or damage the hardware or software of Inventoro or any third party in any way in connection with your use of the Service.
- Inventoro undertakes not to make the Input Data available to third parties without the Customer's prior consent. Inventoro is required to secure computer systems (including repositories) that it uses and / or on which Inventoro has placed Confidential Information in the course of providing the Services against unauthorized third party access to the Confidential Information. Inventoro will fulfill this obligation in particular by ensuring that the given computer systems or their parts containing Confidential Information will be accessible only after entering the password and / or after performing another authorization of the given person (eg by sharing related to a specific user account). For the avoidance of doubt, the Parties agree that Inventoro may use the Input Data and other additional data entered by the Customer for performance analysis and machine learning leading to the improvement of the software tool providing the Service.
- The Parties are aware that in the case of using computer systems, Cyber Attacks cannot be prevented even if the obligation set out in the previous paragraph is fulfilled, therefore the Parties agree that Inventoro shall not be liable for leakage of Confidential Information as a result of Cyber Attack if Inventoro fulfills its paragraphs.
- The Client acknowledges that it only obtains online access to the Service and has only a limited right to use the service at the hosted level. All proprietary rights and other proprietary rights, including Intellectual Property Rights, relating to the Service, the Outputs of the Service, the Website and all related items remain with the full scope of Inventor. Neither the Customer nor the Users are entitled to make and make any copies, modifications, imitations of the Service or derivative works without the prior written consent of the Provider.
- For the avoidance of doubt, the Parties agree that the subject matter of this Agreement is not any transfer (whether express or implied) of any intellectual property rights related to the Service or the Website or the grant of any license other than the license set forth below.
- As part of the provision of the Service, Inventoro provides the Customer with a non-exclusive, limited license to access and use the Service through the Website and its further use by the User for the period of providing the Service. The license is granted only for the use of the Service for the internal purposes of the Customer (hereinafter referred to as the "License"). The Customer is responsible for securing and protecting the use of the Service, including the access data of individual Users to the Service. Remuneration for the provision of the License is included in the Fees.
- The content of the Website may not be copied, transferred to other systems, published, distributed or used to create derivative works without the prior written consent of Inventor.
FINANCIAL AND PAYMENT TERMS The
- Customer is obliged to pay Inventor Fees for the use of the Service, the amount of which is stated in the Price Plan.
- A valid payment card is required to pay the Fees.
- Payments of Fees will be made at a monthly interval (hereinafter referred to as the “Payment Cycle”), always in advance, ie for the coming calendar month of providing the Service, Fees will be automatically deducted from the payment card you provided (in the last seven days of the previous Payment Cycle). Fees for the first Payment Cycle in which the Customer uses the Service will be charged to the Customer in a proportionate amount for the relevant part of the Payment Cycle, immediately.
- Payment services are provided by a third party - Stripe
- Fees are non-refundable. The Customer is not entitled to a refund or discount for partial use of the Service in a month, Downgrade, or a refund for months when he did not use the Service but had activated it.
- The fees are listed without any taxes, surcharges or duties that may be imposed on the tax administrator, and you are responsible for paying all such taxes, surcharges, or duties. Please note that the prices set by the Price Plan are without VAT and the Customer is obliged to pay VAT in the statutory amount. If the Customer is located outside the European Union and does not have a valid VAT number, he will be charged the tax in the statutory amount.
- In the first three weeks of each payment cycle, the Customer may reduce the selected Price Plan (hereinafter referred to as "Downgrade"). In the case of each Downgrade, the Customer's payment card will be automatically charged a new rate for the Customer's next Payment Cycle.
- The Customer may at any time increase the selected Price Plan (hereinafter referred to as "Upgrade"). In the event of an Upgrade, the Customer's payment card will be immediately and automatically debited by the difference between the Fees due by the end of the relevant Payment Cycle according to the old Price Plan and the Fees due by the end of the relevant Payment Cycle according to the old Price Plan.
- In the event of a delay in the payment of the Fee by more than 3 working days, Inventoro has the right to suspend the provision of the Service to the Customer.
- The parties are obliged to maintain the confidentiality of all confidential information. All information (whether communicated in writing, orally or in any other form), in particular the source codes, know-how, technical and economic information of the Parties, as well as information related to their products, processes, potential or current customers, is considered confidential. , suppliers, lessors and businesses that have been made available to each other by the Parties or by the Parties at any time during the provision and use of the Service (hereinafter referred to as "Confidential Information").
- The Parties agree to:
request only such information, the acquisition of which is absolutely necessary for the fulfillment of the purpose of the Agreement, and to use the obtained information only in connection with the purpose stated in the Agreement and these Terms and Conditions;
ensure that the Confidential Information of the Parties remains confidential;
not to disclose the Confidential Information to any other third party without the prior written consent of the Party that provided the Confidential Information;
protect the Confidential Information of the Parties in the same manner and to the same extent as the Parties ensure the protection of their own confidential information prior to its disclosure.
- The obligations of the Parties related to the obligation of confidentiality under these Conditions continue even after the termination of the Agreement, for a period of 5 years.
- The parties are obliged to protect each other's legitimate interests, to conceal from third parties facts about the other party that they know, as well as to refrain from any other conduct contrary to the competition rules or damaging the legitimate interests of the other party.
- The Parties undertake to ensure that their employees, workers or cooperating third parties, including persons participating in the bodies governing the provision of Services, maintain confidentiality to the extent specified in these Terms and Conditions.
- It is not considered a breach of the duty of confidentiality if one of the parties is obliged to disclose Confidential Information on the basis of a statutory obligation.
- The Parties shall notify the other Party of a breach of confidentiality without undue delay after becoming aware of such breach.
- In the event that one of the Parties violates the duty of confidentiality under these Conditions, it is obliged to pay the other Party a contractual penalty in the amount of CZK 100,000 for each individual breach of this obligation. The right to compensation is not affected.
- The party who has breached the obligation of confidentiality is obliged (in addition to the contractual penalty mentioned above) to compensate the other party in full for the damage it has caused. The amount of the damage corresponds to the damage which the other contracting party directly incurred or which the other contracting party was obliged to compensate to a third party for breach of confidentiality.
DURATION OF THE AGREEMENT AND ITS TERMINATION
- With the exception of the Trial Version, this Agreement is concluded for an indefinite period. In the case of the Trial, this Agreement expires 30 days after activating the trial account. If the Trial Version is Upgraded to one of the other variants listed in the Price Plan during these 30 days, then it is valid that this Agreement is concluded for an indefinite period.
- The Customer is entitled to terminate this Agreement in writing (using the Inventoro contact email) at any time without giving a reason. The notice period is one month and is calculated from the first day of the month following the delivery of the Inventor notice.
- Inventoro is entitled to terminate this contract (in the form of an e-mail sent to the e-mail address used for registration). The notice period is one month and starts from the first day of the month following the sending of the notice to the Customer.
- The Parties may withdraw from this Agreement with immediate effect if the other Party seriously breaches a material obligation under this Agreement.
- Inventoro may withdraw from this Agreement with immediate effect if the Customer is in arrears with the payment of Fees that is longer than 14 working days.
- If this Agreement is terminated, Inventoro will delete all files uploaded by Customer within 14 business days.
- The Customer acknowledges that in the case of each of the methods of termination of this Agreement, the Fees are non-refundable. No returns or discounts will be provided for partial use of the Service in an individual month or returns for months when the Service has not been used, even though the Customer has been registered.
LIMITATION OF LIABILITY
- The Parties agree that, to the extent permitted by the mandatory provisions of the Binding Regulations, Inventoro is not liable to the Customer or any third party for any damage incurred in connection with the use of the Service or as a result of inability or inability to use the Service.
- The parties have expressly agreed that Inventoro is not responsible for the results of any measures or procedures taken based on the results of the Outputs of the Service, Inventoro does not in principle guarantee a positive result of any such measures taken by the Customer. The adoption of any measures based on the results of the Outputs of the Service is purely at the discretion of the Customer, who is also responsible for them.
- For the avoidance of doubt, Customer is not entitled to claim any direct, indirect or consequential damages (including lost profits, loss of business opportunity, loss due to business interruption, loss of possible future income, loss of income, loss of business reputation or other similar damages).
APPLICABLE LAW AND DISPUTE RESOLUTION
- This Agreement and the legal relations arising from it are governed by the law of the Czech Republic.
- All disputes arising from and in connection with this Agreement shall be finally decided by the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in accordance with its rules and regulations by three arbitrators.
- These Terms and Conditions come into force and effect on the day of their issuance.
- In the event that any provision of these Terms and Conditions is or becomes invalid, unenforceable or apparent, such invalidity, unenforceability or apparentness will not result in the invalidity, unenforceability or apparentness of the remaining provisions of the Terms and Conditions.
- The Terms and Conditions may be unilaterally changed or supplemented by the Provider, in particular due to changes in legal regulations, technological changes affecting the provision of Services and also due to the expansion or changes of Services by Inventor. Inventoro is also entitled to unilaterally change the Terms and Conditions if the market conditions or business conditions of the business partners with whom Inventoro cooperates change.
- The Customer will be informed of the change and / or amendment of the Conditions on the Website and by e-mail, at least 14 days before the change or amendment of the Terms and Conditions takes effect. This amendment does not affect the rights and obligations of the Parties arising during the period of validity of the previous version of the Terms and Conditions. The Customer has the right to reject the amendment or amendment to the Terms and Conditions and for this reason to terminate the Agreement in writing, no later than five (5) working days from the date of its publication, using the Inventoro contact email. Properly exercised disagreement establishes the Customer's right to withdraw from this Agreement immediately. If the Customer does not notify Inventor in writing of his disagreement within the period pursuant to this Article, it shall be deemed that he has accepted the relevant change in the conditions of providing the Service.
TERMS AND CONDITIONS FOR CUSTOMERS USING INVENTORO THROUGH PARTNERS
The following terms apply when the Inventoro service is provided to the Customer through a third party (the "Partner"):
The following provisions apply to the contractual relationship between the Inventor and the Customer who uses the Inventoro service through the Partner. Of the Terms and Conditions set out in Part A. with the exception of Articles 3.1, 3.2, 6.3 and Article 10 of the Terms and Conditions.
In addition to the Terms and Conditions set out in Part A.,
- Inventoro undertakes to enable Customer to use the Service, ie to allow Customer access to the user interface for Customer's use of the Service and to provide Customer with the Outputs of the Service, in the manner and to the extent specified in one of variants listed in the Price Plan.
- Inventoro undertakes to provide the Customer with the Outputs of the Service in the form of an Excel spreadsheet without any verbal comment. Further processing of these Service Outputs may be further processed by the Partner or the Customer.
- The parties have expressly agreed that Inventoro is not responsible for the results of any measures or procedures taken based on the results of the Service Outputs, either at Customer's sole discretion or as a result of Partner, Inventoro does not warrant a positive outcome of any such measures taken by based on the Customer's own discretion or as a result of the Partner's recommendation. The adoption of any measures based on the results of the Outputs of the Service is purely at the discretion of the Customer, who is also responsible for them.