THE BELOW STANDARD TERMS AND CONDITIONS („TERMS“) CONSITUTE AN AGREEMENT BETWEEN YOU AND INBEHAVE S.R.O. A CZECH COMPANY, ID NO. 02692945, WITH ITS REGISTERED SEAT AT NÁMĚSTÍ VÍTĚZSLAVA HÁLKA 17, DOLÍNEK, 250 70 ODOLENA VODA, REGISTERED IN THE COMMERCIAL REGISTER IN THE CUSTODY OF THE METROPOLITAN COURT OF PRAGUE, SECTION C, ENTRY NO. 222465 (“PROVIDER”) AND SHALL GOVERN OUR CONTRACTUAL RELATIONSHIPS AND DEFINE RIGHTS AND OBLIGATIONS BETWEEN PROVIDER AND YOU, OR BETWEEN PROVIDER AND AGENT AS THE CASE MAY BE. ANY SO ARISING CONTRACTUAL RELATIONSHIPS ARE GOVERNED BY CZECH LAWS AND THESE TERMS.
„Agent“ means a person other than Provider that carries out Intermediation.
„Price List“ means a list of prices for Services and Follow-up Services.
„Company account“ means an Zeerat account allowing use of Services.
„Tracking Code“ means a code to be created as an identification key for Your relevant web pages to be entered by You in Your web pages code together with a relevant script for the purposes of Services to be rendered.
„Follow-Up Services“ means services particularly in the form of consultations, creation of analysis, creation of new web pages, redoing the current web pages, such services to be rendered by Provider at Your request as a follow-up to Services previously rendered.
„Visit“ means activity of a visitor of a second-level domain. Visit commences when a web page is loaded and terminates upon expiry of thirty (30) minutes after the visitor’s last activity (last use of mouse or keyboard). If the web page is closed and reloaded during the time limit above, the visit is considered to continue, no new visit being so commenced.
„You, Your, Yours, Yourself“ means a person executing Agreement with Provider based on an order.
„Services“ means measurement by Provider of the number, time and placement of clicks and text inputs on Your web pages and creation from such data of “heat maps” to be made accessible to You on Your web pages for the term of provision of Services. Services also include machine analysis of obtained data and their visualization in the form of videos showing Visit and visitor’s behavior on the web pages during Visit. In addition, Services include analysis of data obtained when forms are being completed, which enables viewing of web pages visitors’ behavior when completing forms on the web pages. Services might include also operation and use of a pop-up questionnaire and/or Adwords and Google Analytics support for the improvement of the advertising targeting.
„Agreement“ means an agreement on the provision of services executed between You and Provider.
„Zeerat“ means on-line web based software which, among others records clicks, mouse movements, use of scroll bar, pressing of any key or other activities of web page users as the case may be. Furthermore Zeerat may record users´ IP address, screen size, country, city, browser type, operating system type, referrer, typed keywords and UTM parameters from URL address.
“Credit” means a payment for one recorded visit to the a page marked with Tracking Code.
“Monthly Fee” means a monthly payment for the number of Credits You have ordered for such period of time.
„Intermediation“ means an activity of a person other than Provider and Yourself aiming at the execution of Agreement between Provider and You.
2. Execution of agreement:
Agreement is executed upon confirmation of Your order by Provider. Mutual rights and obligations between Provider and You are so created which are governed by these Terms. By sending the order You confirm that You have read and agree with these Terms. These Terms constitute inseparable part of Agreement. Provider must render Services and You must pay to Provider for Services rendered a price agreed under the terms and conditions hereof.
The running of the term of Agreement commences on the day of termination of the Company access.
3. Price, payment terms:
Prices for Services including possible sales are provided for in the Price List.
Prices for Follow-up Services will be provided to you via e-mail upon your request.
Price will be considered paid when the relevant amount is credited to Provider’s bank account stated on the proforma invoice or when relevant amount is credited to Provider’s bank account via Your payment by credit card. Invoice maturity period is fifteen (15) days. Upon payment of Price Provider will issue a tax document to You.
Provider shall make Services available to you no later than  business days following first payment of the Fee, unless agreed otherwise. If an Agreement is terminated prematurely, the Provider has no obligation to return to You any price already paid for Services.
In the case of Agreement executed with Agent:
- Agent is entitled to a commission under Article 7 hereof; and
- Agent will issue an invoice at the end of each relevant month; the maturity period of any such invoice will be thirty (30) days after the invoice was delivered to Provider.
Provider is the only person exercising economic copyrights and owner or rights in industrial property linked with the system Zeerat, or as the case may be Provider may grant license or sub-license for such intellectual property. Provider hereby grants to You non-exclusive authorization to exercise the right of use of (license with regard to) the system Zeerat of an extent corresponding to the purpose of Agreement executed between Provider and Yourself. For avoidance of doubts, the purpose of Agreement means access to the system Zeerat via a web interface. The license to the system Zeerat is unrestricted in terms of territory and granted for the term of Agreement. The system Zeerat may not be modified in any manner without the prior written consent of Provider.
Any analytical outcomes, videos, databases or other outcomes created in the performance of Agreement by Provider or through the system Zeerat (“Outcomes”) remain in the ownership of Provider exclusively. Provider hereby grants to You the authority to exercise the right of use of (license with regard to) Outcomes. The license is non-exclusive, unrestricted in terms of territory and time. The royalty for the grant of license with regard to the system Zeerat and Outcomes is included in the price for Services.
5. Your rights and obligations:
You may not place multiple Tracking Codes in one page. You may use a single Tracking Code only per one second-level domain.
You may not place any Tracking Code in pages other than intended for. This restriction applies also to the use of frame and iframe technologies.
You must file Tracking Code in a manner preventing Tracking Code from being used without authorization. You must use Outcomes only in accordance with the purpose of Agreement. Provider has no obligation to compensate You for any damage incurred in association with unauthorized use of Tracking Code or Outcomes. In the case of payment by wire transfer You must pay any banking charges so that the agreed price for Services would be credited to Provider’s account in full.
6. Provider's rights and obligations:
Provider may not use any data obtained on the basis of use of Services for a purpose other than rendering or further development of Services or Follow-up Services hereunder. Provider may not make such data public or disclose the same to third parties.
Provider may shutdown and carry out maintenance of the system which may cause interruption of measurement or make user interface temporarily dysfunctional. Provider may decide to terminate operation of the system Zeerat or rendering of Services to a discretionary extent. In such circumstances Provider may terminate Agreement in full or in part with fourteen (14) days’ notice.
PROVIDER IS NOT HELD LIABLE FOR ACCURACY OF THE RESULTS OF MEASUREMENT OF THE NUMBER OF CLICKS AND/OR OTHER DATA RECORDINGS ON DYNAMIC WEB PAGES (PAGES WHOSE CONTENT CHANGES FREQUENTLY/ON A DAILY BASIS OR IN MULTIPLE PLACES).
PROVIDER REPRESENTS THAT ZEERAT IS NOT SUITABLE FOR FULL FLASH PAGES. IF THERE ARE MORE URLS FOR A SINGLE SET OF WEB PAGES, THE RESULTS ARE DISTRIBUTED PER THE URLS CONCERNED. PROVIDER DOES NOT WARRANT ACCURATE RESULTS IF YOU ARE USING NON-STANDARD/UNUSUAL METHODS OR LIBRARIES, OR IF YOU ACT IN BREACH WITH THE STANDARDS AND VALIDITY OF THE PAGES.
Provider and Agent are the parties of Agreement in the case of Intermediation. The subject matter of such Agreement is Agent’s activity consisting of procurement of Agreements to be executed between Provider and client. Agent must carry out activity leading to execution of Agreement between Provider and client. If such Agreement is executed, Agent is entitled to a commission of an amount specified in such Agreement. Agent is entitled to the commission only if and when client pays a price which is at least of an amount specified in relevant Agreement and, at the same time, Agreement is not terminated within one (1) month after executed.
8. Presale of services:
Agent and Provider may agree that Agent will order Services of an agreed extent and provide the same subsequently to its customers in its own name and on its own account.
9. Follow-up services:
Upon your request, the Follow-up Services shall be provided to You by the Provider.
In such a case, a separate agreement shall be executed upon confirmation of Your order by the Provider (“Consultancy Agreement”)
For rendering Follow-up Services, the Provider is entitled to a fee of an amount agreed by the parties. Provider is entitled to payment of the price and may therefore issue an invoice for any Consultancy rendered immediately after the output/result of the Follow-up Services is handed over to You, but no later than after the end of the month during which such services have been rendered.
If Provider’s outcomes are subject to protection by intellectual property rights, Provider hereby grants to You non-exclusive authorization) to exercise the right of use of (license with regard to) such outcomes, unrestricted in terms of territory and time. In the case of works protected by copyright, databases or other rights associated with copyright such license is granted for the duration of proprietary rights in such works. You may use such outcomes only in accordance with the purpose of Consultancy Agreement. The royalty for the granting of license is included in the price for the provision of Consultancy.
10. Liability for defects:
If provider fails to perform its obligations arising from agreement in a due manner and time, you must notify provider without undue delay of any defects in services which were previously rendered.
Your complaint must contain relevant code and description of the defect. You may file your complaint in the form specified in article 12 hereof. Provider will resolve your complaint without undue delay, but no later than one (1) months after filed duly. In the case that your complaint is rejected provider must provide justification for such rejection in writing.
If you file a substantiated complaint duly, you are entitled to elimination of any defects in services previously rendered. In cases where this is not possible, you are entitled to a reasonable price reduction.
11. Personal data:
Your personal data required for communication with You will be used solely for the purposes of performing Agreement executed with You and will not be disclosed to third parties. Your personal data will be filed in accordance with Czech Republic’s generally binding legal regulations, in particular Act No. 101/2000 Sb. on personal data protection, as amended (“Personal Data Protection Act”). You hereby grant to Provider consent with the use of Your personal data of an extent required for performing Agreement, that is, especially, Your first and last name, business or company name, telephone number, e-mail and address.
You must fulfill all the obligations under the Personal Data Protection Act, in particular obtain consents of subjects of personal data being processed to such processing, including processing of personal and sensitive data (“Data”) for the purposes of performance of Agreement between Provider and Yourself, and make relevant acts towards Personal Data Protection Office.
You must make sure that You process Data of visitors to your web pages in accordance with the Personal Data Protection Act and other laws and You may authorize Provider to carry out such processing and You must prove the same to Provider if so requested. Unless You prove the same duly at the request of Provider, Provider may render Services only to an extent not requiring Data processing.
As a personal data controller Your must enable Provider to process personal data (i) to a necessary extent and (ii) solely for the purpose of rendering of Services. You may select the parameters for Services so that no personal data would be processed. In such circumstances You note that Services to be rendered will not be of the full extent. Provider agrees to adopt such measures whereby Provider will prevent unauthorized or accidental access to personal data, change, destruction, loss, unauthorized transmission or other unauthorized processing as well as other abuse of personal data. This obligation remains valid also after personal data processing by Provider is terminated.
Provider agrees to process and document any measures of a technical and organizational nature which were adopted and implemented in order to provide for personal data protection in accordance with the Personal Data Protection Act and other legal regulations.
In that, Provider ensures, monitors and is responsible for the following:
- performance of instructions for personal data processing by persons having immediate access to personal data;
- preventing unauthorized persons from accessing personal data and personal data processing tools;
- preventing of unauthorized reading, creation, copying, transmission, modification or deletion of records containing personal data; and
- measures which will enable to determine and verify to whom personal data were given.
With regard to automated personal data processing and within the framework of the measures under the foregoing paragraph, Provider has further obligations as follows:
- make sure that any systems for automated personal data processing are used solely by authorized persons;
- make sure that individuals authorized to use systems for automated personal data processing have access only to personal data falling under the scope of authorization of such individuals, based on special user rights established solely for such individuals;
- maintain electronic records which will enable to determine and verify when, by whom and for what reasons personal data were recorded or otherwise processed; and
- prevent unauthorized access to data media.
By way of issuing internal regulations, or special contractual provisions, Provider will make sure that its employees and other persons to process personal data under an agreement with Provider carry out personal data processing only under the terms and to the extent determined by Provider which will be in line with this Agreement executed between Provider and Yourself and the Personal Data Protection Act. In particular Provider will (and will impose a binding obligation on such persons to) maintain confidential, including after termination of employment or relevant work, any personal data and safety measures which if made public would pose a risk to personal data safeguarding.
Communication between Parties will be carried out in writing. Any notice will be delivered to the other Party’s address or number given below exclusively (i) by hand, (ii) by registered letter delivered by recognized mail service, (iii) by a courier enabling delivery verification, or (iv) by fax or e-mail.
Parties exclude application of S. 573 of the Civil Code whereunder any delivered notice which was sent by an operator of mail services is considered delivered on the third day after sent. With regard to that Parties agree that for the purposes of Agreement, delivery means actual delivery of any notice to the addressee. Delivery under S. 570 of the Civil Code occurs also if any Party frustrates delivery willfully.
13. Compensation of damage
PROVIDER SHALL PROVIDE COMPENSATION FOR ANY PHYSICAL DAMAGE OR DAMAGE OTHER THAN PHYSICAL WHICH YOU, AGENT OR ANY THIRD PARTY MAY INCUR IN RELATION TO AGREEMENT BEING PERFORMED, BUT ONLY UP TO THE AMOUNT OF THE PRICE PREVIOUSLY PAID FOR SERVICES RENDERED UNDER RELEVANT AGREEMENT.
YOU SHALL COMPENSATE PROVIDER FOR ANY DAMAGE OR ANY THIRD PARTY FOR DAMAGE WHICH SUCH THIRD PARTY CLAIMS FROM PROVIDER IN CONNECTION WITH PERSONAL DATA PROCESSING BY PROVIDER LINKED WITH THE RENDERING OF SERVICES. YOU MUST PROVIDE COMPENSATION FOR ANY DAMAGE INCLUDING IF SUCH DAMAGE ARISES FROM LEAKAGE OF PERSONAL DATA ON THE PART OF PROVIDER.
Provider may rescind Agreement as follows:
- If You act in breach of any of your obligations arising from Agreement and You fail to rectify such breach within five (5) days after Provider delivers to You in writing a request for rectification.
- If You subject Provider’s system (in particular Zeerat) to a load which exceeds loading caused by normal use, both actively and passively (such as by enabling an attack via Your pages).
You may rescind Agreement as follows:
- If Provider acts in breach of obligations arising from Agreement if Provider fails to rectify such breach within thirty (30) days after You deliver to Provider in writing a request for rectification. In such circumstances Provider will return to You proportionate part of the price previously paid which will be determined with regard to the extent of unused Services.
- If You are the consumer, You may rescind Agreement within 14 days after accepting performance if Agreement was executed via remote communication means (electronically, etc.), without cause and sanction. In the case You so rescind Agreement, Provider is entitled to reimbursement of any provably incurred costs linked to the execution and subsequent rescission of Agreement. However, if You are a consumer, You may not rescind Agreement under this paragraph b) if You have requested that provision of Services be commenced prior to expiry of fourteen (14) days.
- If any Party rescinds Agreement, You are not entitled to return of any part of the price previously paid.
If Agreement is made in perpetuity, any Party may rescind Agreement by notice in writing, delivered under the terms provided in Article 13 hereof. In such circumstances the notice period is [3 months].
Agreement is made in perpetuity unless agreed otherwise.
The rights and obligations which are not regulated by these Terms are governed by relevant provisions of Act No. 89/2012 Sb., Civil Code (“Civil Code”). Agreement, these Terms and any non-contractual obligations arising from or in connection with them are governed by Czech laws. Any disputes will be referred for final decision to Czech courts.
These Terms enter into effect as of 1st July 2015.
Provider may amend these Terms by unilateral act to a reasonable extent. Provider must notify You of such amendment as provided in Article 13 hereof, no later than fourteen (14) days before such amendment becomes effective. You may refuse such amendment within  days before the proposed date of effect and, if so, You must rescind Agreement. The period of notice in such circumstances is  days, but will expire at the latest on the day preceding the date of effect of the new Terms.