1.1. These General Terms and Conditions are an integral part of the Order confirmed by the Client to the Provider and set out the binding rules and conditions for using the Provider's Services and Products. These GTC govern the relationship between the Provider of Services and Products and the Client.

1.2. The definitions listed below have the following meanings for the purposes of these GTC:

GTC - refers to these General Terms and Conditions.

Order - refers to the Order for the provision of Services and Products concluded between the Provider and the Client, where Order means a contract between the Provider and the Client concluded based on the Client's order and confirmation of the order by the Provider; The Order becomes valid only after the payment of the first subscription or the first payment for the Service or product.

Client - refers to a natural person or legal entity conducting business who enters an Order with the Provider.

Provider - refers to the company E LINKX a.s.

Product - refers to any Service or part thereof supplied by the Provider under a specific trade name of the Provider in accordance with the Provider's principles for the use of trademarks. The Client purchases the right to use the Product as is. Support and other services are provided separately, i.e., their provision must be agreed upon separately between the Client and the Provider.

Product Specification - refers to the characteristics of the product/service, prices, and its functionalities listed on the provider's website.

Price List - refers to a document or web page that determines the prices of Services and Products, unless specified in the Order.

Provider's Server - refers to the server and other HW equipment owned, operated, or controlled by the Provider. The Provider may use a third party to provide suitable server resources or capacity.

Service Implementation Specification - refers to the conditions of Service implementation set by the Provider and/or customized by the Client in the Order. The price of the Service or Product does not guarantee any implementation of the Service unless expressly stated.

Service Support Specification - refers to the conditions of Service support set by the Provider and/or customized by the Client in the Order. The price of the Service or Product does not guarantee any support for the Service unless expressly stated.

Service - refers to a specific Service provided by the Provider to the Client according to the Order, which may include a license for the Service, Service maintenance, Service support, and other services to the extent agreed in the Order. For the avoidance of doubt, the term Service below in these GTC also applies to the Product.

Trial Version of the Service - refers to a trial version of the Service that is made available to the Client free of charge and to a limited extent.

Administrator - refers to a person authorized by the Client to administer their User Account.

User - refers to a natural person who works for the Client (as an employee, partner, executive director, person cooperating with the Client on a long-term basis according to the Order for the provision of legal services) for whom the Client establishes a User Account.

User Account - refers to a user account with a unique access name and password.

Data Security System - refers to a document describing methods for securing data stored in the Service application.

Subprocessors – means any third-party data processor engaged by E LINKX, including E LINKX’s Affiliates, that receive Customer Property from E LINKX for Processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by E LINKX) and the terms of its written subcontract.

Parties - refers to the Client and Provider collectively.

2.1. The Service is provided to the Client after the conclusion of the Order. These GTC are an integral part of the Order.

2.2. The Order is concluded on the day of signing by both contracting parties. In the case of concluding an Order through a web interface, the moment of concluding the Order is the payment of the Service price (in the case of payment via wireless transfer, the moment when the amount corresponding to the Service price is credited to the Provider's bank account) in the amount specified for the first billing period. This does not apply if the Client will use the service in Trial version mode under the conditions specified in Article 4 of these GTC.

4.1. Before concluding the Order, the Provider may allow the Client to test the Service in Trial version mode through a web domain, to the extent defined by the Provider.

4.2. By filling out the order form on the website specified in the Product Specification, the Client accepts the conditions for providing the Trial Version of the Service, which are governed by Articles 4, 7, 9, 11, 12, 14 paragraph 6, 15, 16, and 17 of these GTC.

4.3. The Trial version of the Service is provided to the Client for the period specified in the Product Specification, unless otherwise determined by the Provider.

4.4. The Client is entitled to store data when using the Trial version of the Service, but only for the purpose of verifying the system's functionality. The Client acknowledges that the Provider is not
responsible for the availability and preservation of data stored by the Client when using the Trial version of the Service.

4.5. Before the expiration of the Trial version of the Service, the Provider will allow the Client to transition to the paid version of the Service and will provide non-binding payment details. By paying the price, the Service will be activated in the agreed scope, and the data stored by the Client in the Trial version of the Service will be transferred to the paid version of the Service. If the Client does not use the option to transition to the paid version of the Service, the provision of the Trial version of the Service ends upon expiration of the period for which it was provided to the Client.

4.6. The Client hereby acknowledges that the data stored by the Client in the Trial version of the Service will be irretrievably deleted after the expiration of the period for which the Trial version of the Service was provided. The Client will be informed about the approaching end of the Trial version of the Service and the deletion of data after its termination by email or through the Trial version of the Service portal.

5.1. The Order specifies whether it was concluded for a fixed or indefinite period. The Order is concluded for (i) a fixed period for Services provided through a web interface and (ii).

6.1. The Client is obliged to pay the price for using the Service based on the received tax documents issued by the Provider. Invoices (tax documents) will be issued in electronic form. Prices for Services are determined based on the Price List, unless the Order specifies otherwise.

6.2. The debit/credit card and/or other online payment method used by the Client to subscribe to the Service (i) provided through a web interface and (ii) provided on the basis of a monthly subscription will be automatically used to pay for the Service 30 days from the date of subscribing to the Service. If the Client wants to cancel the automatic payment for the Service, the Client must cancel the automatic subscription three days before the automatic renewal of the Service. The Provider recommends verifying with prepaid cards or the bank whether repeated payment for the Service is possible.

6.3. The Client can change their subscription online by sending an email to: support@branchis.com.

6.4. An Order for any Service can be canceled without any additional payments before the Client's payment is credited to the Provider's account. For downloadable Products, the Provider does not refund
any Client payments after the download channel has been made available and an attempt to download has been made. Cancellation of an order after receiving the Client's payment is only possible by agreement with the Provider if the ordered Service has not been used or if no attempt has been made to download it.

7.1. The Client acknowledges that the Provider holds all executive property rights for the distribution and use of the Service and Product according to copyright law and other intellectual property rights to the Service and Product. Therefore, the Client is obliged to use the Service only to the extent of the provided license.

7.2. By concluding the Order, the Client acquires a non-exclusive license to the Service for one or more Users according to the number of established User accounts. The Client is not entitled to grant or assign the license or sublicense to a third party without the written consent of the Provider. The Client is also not entitled to rent or otherwise make the Service available to third parties, whether free of charge or for a fee, without the written consent of the Provider. The license also applies to updates or modifications to the Service that will be performed by the Provider.

7.3. The Service is provided through a web interface or mobile application.

7.4. The Client is not entitled to incorporate the Service into other software without the Provider's consent.

7.5. Unless otherwise stated, all images, cascading style sheets, and included JavaScript are released under the BranchIS License for Commercial Use (license):

The license is GPL-compatible and applies only to images, cascading style sheets, and JavaScript elements of the Provider's Themes and Styles provided by the Provider. As stated in the GPL version 2.0 license, Product elements that are not compiled together and are sent independently of the GPL code and combined in the Client's browser do not have to be GPL. These images, cascading style sheets, and JavaScript elements are the intellectual property of the Provider and cannot be used and manipulated for the Client's purposes. The Client cannot redistribute these files or include them in any package or extension without the prior written consent of the Provider. Unauthorized distribution or making available to a third party without the prior consent of the Provider entitles the Provider to invoice a contractual penalty of 500,000 CZK for any violation of the license. The contractual penalty does not exclude the Provider's claim for compensation for actual damages incurred.

8.1. The billing period for an Order concluded for a fixed term is the period (number of months) for which the Order was concluded. The Provider will issue invoices with a due date of 14 calendar days for Services provided through a web interface or email, unless otherwise stated in the Offer.

8.2. If the Order is concluded for a fixed term, before the expiration of this fixed term, the Provider will send the Client non-binding payment details for the payment of the price for Services for the same time period. If the price for the Service is paid in accordance with the payment details, the period of Service provision will be automatically extended.

8.3. In case of delay in paying the price for the Service or Product, the Provider is entitled to charge interest on late payment at the rate of 0.05% of the delay for each started day of delay. If the Client is in arrears with any payment, the Provider is entitled to suspend or limit the provision of the Service or Product until the debt is paid in full. During the period of suspension or limitation of the Service or Product provision, the Client is obliged to pay the price in accordance with the provided tax documents. Repeated payment delay on the Client's part is considered a material breach of the Order.

9.1. The Provider is entitled to make any changes to the Service or its scope. In such a case, the Provider will inform the Client through the web interface for the provided Service. The Client is entitled to terminate the Agreement in case of unilateral changes to these GTC that the Client rejects, if agreed upon in the Order.

9.2. The Provider undertakes to take all steps within its technical capabilities to ensure the functionality and availability of the Service, provided that the Client meets the basic system requirements for the Services specified in the Product Specification or on the relevant web portal. If a non-standard situation related to the functionality of the Service occurs, the Provider proceeds primarily in accordance with the Agreement.

9.3. If the Client detects any problem related to the speed of the Service or its availability, they are obliged to immediately notify the Provider via the email specified in the Product Specification or by phone through available contacts to expedite the problem-solving process. The Client takes into account that there may be events beyond the Provider's control that may affect the functionality or availability of the Service for Users (e.g., internet connection failure on the Client's side, natural disaster, DOS or
DNS attacks on the Provider's technical equipment, etc.). The Provider is not responsible for damages incurred by the Client in connection with such events.

9.4. The Client acknowledges and agrees that the Provider may, for serious reasons, temporarily cease providing the Service, especially in cases such as prevention of cyber-attacks, if necessary, or in case of a serious Service malfunction that needs to be resolved as a necessary shutdown. A notification informing about the interruption of Service provision must be sent to the Client as soon as possible. The Provider is obliged to create appropriate operational and security measures to minimize potential malfunctions or limitations or complete unavailability of the Service.

9.5. The Provider agrees that it is not authorized to provide the content of user data to any third party. The Provider further agrees that it has no right to edit, censor, or monitor any user content.

9.6. The parties have agreed that the Provider will not acquire ownership rights to the Client's data. The Client is solely responsible for the content of data stored on the Client's server or on the Provider's Server.

10.1. The Client must not use the Service in violation of generally binding legal regulations.

10.2. To gain access to the Service, the Provider may require certain identification data and other information from the Client. The Client will provide true, accurate, and up-to-date information.

10.3. At the Provider's request, the Client will provide necessary cooperation in removing faults or making modifications.

10.4. The Client will use the API interface provided by the Provider only when accessing the Service through the web interface via third-party applications or services. The Client must not use or access the Services provided through the web interface in an automated manner, for example, through scripts, robots, web crawlers, etc.

10.5. The Client is obliged to keep access data confidential, not disclose them to anyone or otherwise allow access to them, or in any other way allow a third-party access to their User Account. Furthermore, the Client is obliged to secure their technical devices to a reasonably required extent to minimize the risk of misuse of access data to the Client's User Account.

10.6. If the Client violates the obligations imposed on them in this paragraph, the Provider bears no responsibility for any damage incurred by the Client, and the Client is fully responsible for any damage incurred by the Provider or third parties. Violation of these obligations also establishes the Provider's right to withdraw from this Order. If the Client discovers that the Service may be accessed by third parties due to a leak of information about access to the Service, they will immediately report this fact to the Provider via email.

10.7. Software download is available only for a certain period. After this period, the download account will be automatically disabled. The Provider will not provide source files via email or other channels, but only through the online account.

11.1. The Client may have one or more User Accounts. Each User Account can be used by only one User. The Client has no right to have a User Account set up for a third party unless specified in the Order or these GTC. The Client is not entitled to share User Accounts among several Users. However, the Client has the right to transfer an unused User Account to a new user at any time.

11.2. In case of violation of Article 11.1. of these GTC, the Provider is entitled to immediately terminate the Agreement or Order.

12.1. Each Client can choose one or more User Accounts that have Administrator rights. The Administrator can perform the following operations:
• add, edit, and delete User Accounts and set access rights to these accounts (e.g., access to reports, file creation, etc.),
• access all Client data regardless of individual Users' access settings,
• choose another User Account to become the Administrator.

12.2. The Client bears full responsibility for the use of the Service by Users, activities performed by these Users, and all data uploaded to the Client's Account. The Client will ensure that all of its Users comply with the provisions of these GTC.

13.1. The Client must not upload, send, or otherwise store content on the Service portal that may contain software viruses or other files and programs that can destroy, damage, or limit the functionality of the Provider's or other Clients' devices. In addition, the Client is not authorized to upload content to the Service whose possession or distribution is illegal, content that unlawfully interferes with third-party copyrights, or is part of criminal activity, spam distribution through the Service, or attempts to gain access to another Client's User Account or the Provider's Servers. Violation of these obligations is considered substantial and establishes the Provider's right to terminate the Order and the right to demand from the Client payment of a contractual penalty of 500,000 CZK for each violation and potentially any damages. The contractual penalty does not exclude the Provider's claim for compensation for actual damages incurred.

14.1. The contractual relationship ends by withdrawal from the Order, termination of the Order, expiration of the agreed duration of the Order, dissolution of the legal entity (Provider or Client) with liquidation, termination of the Order, or agreement between the Parties. All of this under the conditions as stated below.

14.2. If the Order is concluded for an indefinite period, the Client is entitled to terminate the Order at any time without giving a reason. The notice period is one month and begins on the first day of the calendar month following the delivery of the notice to the Provider.

14.3. The Provider is entitled to terminate the Agreement at any time without giving a reason. The notice period is three months and begins on the first day of the calendar month following the delivery of the notice to the Client.

14.4. The Client is entitled to terminate the Agreement in cases specified in Article 9.1. of these GTC.

14.5. If the Client substantially breaches or repeatedly violates their obligations arising from these GTC or the Order and does not remedy such substantial or repeated breach within 14 days from the date of delivery of a notification of this fact by registered letter or from the date of sending an email request, the Provider is entitled to withdraw from the Order. The withdrawal is effective on the day following the delivery of the withdrawal notice to the Client.

14.6. If the Client has violated their obligations arising from these GTC or the Order in a particularly serious manner, the Provider is entitled to withdraw from the Order and terminate the provision of the Service with immediate effect upon discovering such violation.

15.1. The Parties have agreed that the total liability of the Provider for any claim made on the basis of the legal relationship arising from the Order and the estimated amount of compensation for damages shall not exceed and is limited to an amount equal to a maximum of the amount paid for the provision of the Service in the previous calendar year. If it is not possible to determine the maximum compensation for damages according to the previous sentence, the maximum compensation for damages is limited to the current quarterly fee for the specific subscribed Services provided through the web interface.

15.2. The Provider is not responsible for indirect damages resulting from the provision of Services, such as loss of profits, loss of income, loss of data, financial or any indirect, special or consequential damages.
In cases of force majeure, the Parties are not responsible for breach of obligations and their commitments arising from this Order, and any non-compliance (total or partial) or delay in fulfilling the obligations imposed by this Agreement will not be considered a breach of the Order. For the purpose of force majeure, any circumstance where liability is excluded in accordance with Czech law is understood, including but not limited to natural disasters, war, changes in the political situation that exclude or improperly prevent the exercise of rights and obligations under this Order, or any other similar reason, event or fact.

15.3. By concluding the Order, the Client acknowledges that even with the highest possible effort of the Provider, it is possible that there may be short-term unavailability of the Service, which is caused by circumstances beyond the Provider's control (e.g., Internet connection failure). The Client therefore agrees and undertakes that all their data stored within the Service will be backed up at another geographical location.

15.4. The Client uses the Service as is. Incompatibility with other software, hardware configuration, or partial error functionality does not entitle the Client to cancel the Order or to receive a refund.

16.1. The Client declares that they are aware of their legal obligations as a controller of personal data of Users and clients. The method and processing of personal data of these subjects within the Service will be determined by the Client. The Provider bears no responsibility for the proper fulfillment of the Client's legal obligations as a controller of personal data.

16.2. All data is collected by the Provider from the Client for the purpose of providing the Service, improving quality and sending only business and marketing announcements. If the Client is a natural person, the personal data of the Client is collected, stored and processed to the necessary extent - name, surname, residential address / billing address, email, phone, IP address, photo, including sensitive and other personal data regularly made available by the user (hereinafter referred to as "personal data"), in accordance with the Privacy and Personal Data Processing Policy of E LINKX a.s.
16.3. All communication within the Service is encrypted using the SSL protocol. The Client hereby declares that they consider this method of encryption to be sufficiently secure.

16.4. The Provider undertakes not to provide any information specified by the Client during the registration of their User Account to a third party unless the Client expressly agrees.

16.5. The Client's data is stored in the Provider's electronic systems for the duration of the contractual relationship. After its termination, the Provider stores only the data necessary for compliance with obligations arising from legal regulations. The Client agrees that the Provider will use the Client's name and logo in the Provider's list of clients for and during the duration of the Order, unless otherwise agreed with the Client based on their instructions or their policies and rules.

17.1. Unless otherwise expressly agreed in writing, Client Property may be hosted by E LINKX or its Affiliates, or their respective authorized third-party service providers, in the United States, the European Economic Area (“EEA”), or the United Kingdom.

17.2. To the extent that Personal Data within the Client Property originates from a Client in the EEA, E LINKX shall ensure that, in accordance with applicable data protection laws, if Personal Data within the Client Property is transferred to a country or territory outside the EEA (“non-EEA country”), such transfer will only take place if:

· the non-EEA country ensures an adequate level of data protection based on a decision by the European Commission; or
· one of the conditions is met:
· its use by the Provider for processing their Personal Data to the extent required by the relevant data protection law;
· that it will respond to Client inquiries regarding the processing of their Personal Data by the Provider within a reasonable time and to a reasonably practicable extent, and provide timely relevant instructions to Clients; or
· Personal Data is transferred on the basis of binding corporate rules.

17.3. Subprocessors. The Client acknowledges and agrees that E LINKX may use Subprocessors who may have access to Client Property to provide, secure, and improve the Subscription Services. E LINKX shall be responsible for the acts and omissions of its Subprocessors to the same extent that E LINKX would be responsible for providing the services of each Subprocessor directly under the terms of the Data Processing Agreement. A list of all Subprocessors is available here: https://www.branchis.com/subprocessors.

17.4. In-Product Cookies. Whenever the Client, users, or End-Users interact with the Subscription Services, E LINKX automatically receives and records information on its server logs from the browser or device, which may include IP address, “cookie” information, and the type of browser and/or device used to access the Subscription Services. When E LINKX collects this information, it uses it only (i) to provide the Subscription Services or (ii) in aggregate form, and not in a manner that would personally identify users or End-Users, as further described here: https://www.branchis.com/cookies.

18.1. The Parties undertake to maintain confidentiality regarding all information obtained during the contractual relationship under the Order.

18.2. The Client's rights arising from the Order and these GTC may not be assigned without the prior written consent of the Provider.

18.3. To avoid any doubts, the parties expressly confirm that they are entrepreneurs and that they are entering into the Agreement within their business activities.

18.4. If any provision of the Order or these GTC is valid or invalid, ineffective or unenforceable, such fact does not affect the validity, enforceability or effectiveness of the remaining provisions of the Order or these GTC. In such a case, the parties are obliged to make every effort to conclude an amendment to the Order, thereby replacing the invalid, unenforceable or ineffective provision with a new provision corresponding to the originally intended purpose.

18.5. In case of any conflicts between the provisions of the Order, Product Specification, Service Implementation Specification, Service Support Specification and GTC, the following order of precedence of documents applies:
(i) Order,
(ii) Product Specification,
(iii) GTC,
(iv) published information.

18.6. These GTC are governed by the law of the Czech Republic, a member of the European Union. Any dispute that arises in connection with the performance or interpretation of the Order or which the parties cannot resolve amicably will be finally resolved by the Czech arbitration body, the Arbitration Court attached to the Economic Chamber of the Czech Republic and Agricultural Chamber of the Czech Republic by three arbitrators appointed in accordance with the rules of this arbitration court. Each party appoints one arbitrator. Both arbitrators will agree on the third arbitrator within 30 days. In case both arbitrators do not reach an agreement on the third arbitrator within the above-mentioned period, they are appointed by the chairman of the arbitration court. The arbitration award will be final and binding for both parties. The parties have irrevocably committed not to challenge the enforcement of the arbitration award in any jurisdiction.

18.7. These GTC come into effect on September 1, 2024.