General Terms and Conditions

Terms and Conditions for the Provision of Malnatives Services Issued pursuant to Section 1751 of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as the “Civil Code”)

Commercial company Mailnatives s.r.o., with its registered office at Hradec Králové - Věkoše, Piletická 486, postcode 50341, IČO: 07891768, registered in the Commercial Register at the Municipal Court in Hradec Králové, file no. C 43368 (hereinafter the "Provider") is a Mailnatives service provider, providing software and other direct marketing tools through which natural or legal persons (hereinafter "Users" or "Users") may create Internet tailor-made windows and reach out to their existing and potential customers (hereinafter referred to as "Customers") and evaluate the success of these addresses (hereinafter referred to as the "Mailnatives Service"). The Provider also provides Consultation Support Services (hereinafter referred to as the “Consultation Support Service” and the Mailnatives Service and the Consultation Support Service only “Services”) based on individual User orders approved by the Provider. The services are described in detail in the Specification.

1. The condition for commencing the provision of the Services to the User is to conclude the Contract and express the consent of the User to these Terms, either in paper form or in electronic form upon registration.

2. If the Contract is concluded in paper form, the Contract between the Provider and the User is concluded by signing the Contract by both contracting parties at the moment of signing the Contract by the other contracting party. If the Contract is concluded in electronic form, the Contract between the Provider and the User is concluded when the User electronically signs the Contract upon registration.

3. Upon conclusion of the Agreement, the User chooses his / her user name and password to use the Services. The Provider assumes no responsibility for misuse of the username and password by a third party.

1. The User undertakes to ensure that the content of the Communication provided through the Mailnatives Service to the Customers (“Communication”) does not conflict with applicable law (in particular the regulations on advertising regulation and regulations for the protection of public order, public health, national security, consumer, social protection) minority, personal data and privacy rights (i) the Czech Republic, (ii) the State of which the User is or is physically located and / or (iii) the State of which the Customer or the Customer is physically located morality ("boni mores") in those states.

2. If the User uses in the Communication images, text or other elements on which the rights of third parties, in particular copyright, industrial and personality rights, are bound, the User is obliged, in cases where the applicable legal regulation (s) of the Czech Republic imposes it, of which the User is a Member or physically located and / or (iii) the State of which the Customer is a Member or in which he / she is physically located, acquire to the Customers at his / her own expense and, in accordance with statutory conditions, competent approval of authorized persons (eg authors of works, proprietors of trademarks, publishing houses and other authorized persons). At the Provider's request, the User is obliged to submit such consent to the Provider for inspection.

4. If the User violates his / her obligation or rules under this Article of the Terms and Conditions, he / she shall bear all legal consequences arising from the breach of this obligation. Furthermore, the User is obliged to pay to the Provider all costs and expenses incurred as a result of the claims of third parties against the Provider as a result of a breach of the aforementioned obligation of the User. This is without prejudice to the Provider's and third parties' claim for damages (damages and non-material damage) incurred as a result of a breach of the above obligation, which the User undertakes to pay to the Provider and / or third parties.

5. If the Provider ascertains that the Communication or its content is, in its opinion, contrary to the rules set forth in this Article, it shall be entitled to remove the Communication without (i) removing such Communication, (ii) removing the content from the Communication or (ii) wholly stop providing the Mailnatives Service to the User.

6. The User acknowledges that the conclusion of the Contract does not create any other right to the Software used by the Provider in the operation of the Mailnatives Service (the "Software") in addition to the use of the Software for its own use in connection with the proper use of the Mailnatives Service, for the duration of the Agreement and for the purpose for which the Service was created. The User undertakes not to make the Software available to third parties in any way and not to reverse engineer or attempt to do so.

1. The User understands that the following technical requirements must be met for the proper use of the Mailnatives Service: Internet Browser Internet Explorer 10 and higher, Mozilla Firefox 50+ or other Gecko, Chrome, Konqueror or Safari browsers and other browsers based on WebKit, Windows, MacOS, or UNIX platforms. If an incompatible browser is used, the functionality of the system may be limited and some features will not be fully available.

2. The User acknowledges that the conditions for displaying the Communication may change for individual Users for the duration of the Agreement, which the Provider cannot influence in any way. The Provider shall not be liable for any damage, non-pecuniary damage or any other damage incurred by the User in connection with the different display conditions of individual users or in connection with changes to these conditions.

1. The amount of payment for the Services will be determined on the basis of the Specification.

2. In calculating the payment for the use of the Mailnatives Service, the Provider shall follow the Provider's records on the use of the Mailnatives Service.

3. The User pays for the Services either through a pre-purchased credit that the User will gradually draw, or on the basis of an invoice - a tax document issued by the Provider and sent to the User by bank transfer or payment system. The invoice due date issued by the Provider is always indicated on the relevant invoice and is at least 10 days after the invoice is issued.

4. Credit can be purchased by transferring funds from a bank account or using a payment system by electronic means of payment (credit card, etc.). The Service will be activated to the User after the funds have been credited in the agreed amount to the User's special account established by the Provider. Based on the funds sent, the Provider will issue the User with invoices - tax documents in electronic form in PDF format, to which the User will have access in the Services interface.

5. The User may, in addition to the Mailnatives Service, be required to pay the Mailnatives Service Fee, as specified in the Specification; in this case, Mailnatives will only be activated after this fee has been paid.

6. The Provider is entitled to block access to the User's account in the event of the User defaulting on any amount the User is obliged to pay to the Provider in connection with the use of the Services. The Provider is entitled to block access to the account if the User is in delay with payment of the price for the provided Services for a period longer than 45 days. The User may request the re-unblocking of access to the account, subject to the settlement of all due obligations, within 3 calendar months of the date of blocking access to the account, but no later than the effective date of the Contract. The Provider is entitled to charge for the re-unblocking of access to the account the installation fee (or the Service Installation Fee) according to the Specification. Blocking the User's access to the Account does not affect the User's obligation to pay the agreed price for providing the Services.

9. In case of delay in payment of any amount that the User is obliged to pay to the Provider in connection with the use of the Services, the User undertakes to pay the Provider interest on late payment of 0.1% of the outstanding amount for each commenced day of delay. The Provider's right to compensation for damage (damage and non-material damage) is not affected.

10. The User is entitled to file any objections to invoices issued by the Provider to the Provider only in writing and within 10 days from the delivery of the relevant invoice to the User. In the event that the User does not exercise any objections within this time limit, it is valid that he / she does not have any objections to the issued invoice or the invoiced amount. In the event that the User's objections raised by the Provider are justified in accordance with the provisions of this paragraph of the Terms and Conditions, the Provider undertakes to issue a corrective invoice to the User without undue delay.

1. The Contract is concluded for a definite period or for an indefinite period of time as agreed between the Provider and the User. Mailnatives services are provided throughout the term of the Agreement. Consulting support services are provided based on individual User orders approved by the Provider.

2. The consultation support service may be terminated separately in accordance with the agreed delivery period. Mailnatives cannot be terminated separately, termination of the Agreement shall terminate upon the termination of the Mailnatives Service. In the event of termination of the Agreement, the Mailnatives Services and the Consultation Support Services are terminated.

3. In the case of the provision of the Mailnatives Service or the conclusion of a Fixed-Term Contract, if a Party fails to communicate to the other Party by registered letter delivered no later than one month before the end of the agreed period of provision of the Mailnatives Service or the duration of the Agreement, it shall not be interested in further providing the Mailnatives Service or the duration of the Agreement. , the last day of the agreed duration shall be amended indefinitely.

4. The service provided or the Contract concluded for an indefinite period of time may be terminated by both Parties, even without giving any reason. The notice must be in writing and must be delivered to the other party by registered mail. The notice period is three months and begins on the first day of the month following the month in which the notice was delivered to the other party. Termination of the Mailnatives Service shall be deemed to be a termination of the Agreement.

5. Provision of the Service or the effectiveness of the Agreement may be terminated at any time by agreement between the Provider and the User.

6. If the Contract is terminated by the User, the User shall not be entitled to a refund of the unused credit already paid for the Services and shall not be entitled to use this credit to cover other obligations to the Provider.

7. If the Contract is terminated by the User who pays the Services on the basis of an invoice, the User shall pay the invoice issued by the Provider for the period from the date of the last invoice to the day of termination.

8. The Provider is entitled with immediate effect to terminate the provision of all Services and the effectiveness of the Contract in the event of a serious or repeated breach of the Contract, these Terms and Conditions or the Conditions for the Processing of Personal Data by the User. The User is deemed to be a serious breach of these Terms and Conditions in particular the User's delay in payment of any amount that the User is obliged to pay to the Provider in connection with the use of the Service, for more than 60 days, and the provision of the Communication through the Services to Customers in violation of applicable law or By the Treaty. Termination for this reason must be in writing and must be delivered to the other party by registered letter or email.

1. In accordance with legal regulations on the protection of personal data, the Provider shall process information on the User's activities within the Service, Business Communications sent by the User, payments to the User for Services, identification and contact details of the User specified during the registration or conclusion or performance of the Contract, records on mutual communication between By the User and the Provider and the information communicated in any other way by the User. This information is processed by the Provider for the purpose of providing the Services and performance of the Contract and the possibility of exercising rights from it until the expiry of the statute of limitations of obligations arising from any breach of the Terms or the Contract. The provision and processing of such data is necessary for the conclusion of the Contract and the proper performance of the Provider's obligations. If this information is not provided, the Contract will not be concluded. The provider of personal data is the Provider.

2. A user who is a natural person is entitled to request access to his / her personal data, their correction, completion, deletion, restriction of processing, explanation of processing, objection to data processing and the right to data portability, the right to file a complaint against personal data processing at the Office for the protection of personal data and other rights specified in the data protection legislation.

3. The User declares that as the Client's Personal Data Administrator, the User has fulfilled all obligations under the Personal Data Protection Act as of the date of conclusion of the Contract and undertakes to perform these obligations for the entire duration of the Contract. Should the Provider incur damage as a result of failure to comply with the User's obligations under the legal regulations on the protection of personal data (damage or non-material damage), the User undertakes to fully compensate the Provider for this damage. The damage incurred by the Provider for the purposes of this provision means, in particular, (i) compensation for damage (damage and non-material damage) to data subjects within the meaning of personal data protection legislation and (ii) fines imposed by the Office for Personal Data Protection or other administrative authority.

4. The Provider and the User, in the sense of legal regulations on personal data protection, agree that the Provider, as the processor, will process the Customer's personal data for the User. The terms of this processing and more detailed information are set out in the Terms and Conditions for the Processing of Personal Data annexed to the Agreement.

5. The Parties undertake that none of them shall make available to a third party any information obtained from the other Party in the performance of this Agreement, in particular information on the pricing conditions for the provision of the Services. Third party employees are not considered to be employees of the contracting parties and persons in a similar position, members of the bodies of the contracting parties and, in relation to the confidential information of the User, the suppliers of the Provider.

1. The Provider does not guarantee full availability of the Services and is entitled at any time to suspend the provision of the Services or access to the Services (i) for the purpose of scheduled or unscheduled maintenance, modification or updating of the Services; technical failures on the part of the User, hardware failures and other technical circumstances that the Provider is unable to influence, or whose resolution requires third party collaboration; (iii) to minimize damage or prevent damage to the Services or any facilities and systems upon which Services (the "Allowed Downtime"). The Provider shall use reasonable efforts to minimize the duration of the Allowed Losses, in particular by distributing the load of individual servers, operating the servers in independent locations, connecting servers to the Internet multiple times, etc. The Provider is not obliged to notify the User of any Authorized Losses, but will always make reasonable endeavors to inform the User of any previously known Authorized Downtime. Unavailability of the Services due to Permitted Downtime is not considered a defect in the Services.

2. In the event that the Service is defective due to reasons on the part of the Provider (i), or if the Service is not provided, (ii) the User is entitled to file a complaint with the Provider. Defects of the Service or non-provision of the Service may be claimed by the User at the Provider within 5 calendar days of the day when the User ascertained or could ascertain such facts. The Provider undertakes to discuss the complaint made by the User under this paragraph of the Terms and Conditions within 10 working days from the moment of delivery of the User's written complaint to the Provider and to arrange the remedy of the defective state without undue delay. The User is obliged to provide the Provider with all necessary cooperation for this purpose. If the claimed claim is justified, the User is entitled to a refund of the drawn credit. If the User pays the Service on the basis of an invoice, the defective or non-provided part of the performance will not be charged. The provisions of the Civil Code, which govern the rights of liability for defects, shall not apply in relations between the User and the Provider, as they are replaced by the provisions in this paragraph of the Terms.

3. The Provider is not liable for preventing or limiting the use of the Services by the User caused by the Losses and is not obliged to pay any damage (damage or non-material damage) caused thereby.

4. The Provider shall not be liable for any damage or loss of data of individual Users nor shall it be liable for any damage (damage or non-material damage) caused thereby; this does not exclude the Provider's liability for leakage of such data to a third party, unless the Provider has caused all or part of the User's conduct. The Provider undertakes to make reasonable efforts to protect the data and prevent damage, loss or leakage, such as compliance with security policy, regular data backups, and so on.

5. Should the Provider incur any costs in connection with the Customer's complaints to the User, the User undertakes to replace the Provider with these costs and any damage (damage and non-material damage) incurred by the Provider.

6. The Provider shall not be liable in any way for any damage (any damage, non-material damage, loss or damage to data, etc.) incurred by the Customer as a result of improper implementation and use of the Service within any of its activities.

1. If the User is a consumer within the meaning of Section 419 of the Civil Code, ie if the User concludes the Contract outside of his business activity or outside the scope of his own profession (hereinafter referred to as the “Consumer”), the following provisions of this Article shall apply.

2. There are no taxes (in addition to value added tax), fees or delivery costs associated with the provision of the Services; the cost of means of distance communication does not differ from the base rate that the Consumer pays according to the tariff of telecommunications services it uses. The provider does not charge any additional charges related to remote communication.

3. The Consumer explicitly asks the Provider to initiate the provision of the Services at the time of the Contract's creation and is aware of the fact that in such a case he is not entitled to withdraw from the scope of the Services already provided from the Contract.

4. The consumer has the right to withdraw from the Contract within 14 days of its conclusion. In the event that performance of the Contract has already been initiated at the Consumer's request, the Consumer shall pay the Provider a part of the agreed price for the Services provided until the moment of withdrawal from the Contract. For the purpose of exercising the right of withdrawal from the Contract, the Consumer is obliged to inform the Provider of withdrawal from the Contract in the form of a unilateral legal action (eg by email or letter sent via the postal operator). In order to maintain the withdrawal period, it is sufficient to send the withdrawal from the Contract to the Provider before the expiry of the relevant period.

5. In the event of entering into a Contract with the Consumer via the Internet, the Contract will not be deposited with the Provider and the Provider will not allow the Consumer to access it. Consumers will be provided immediately after entering into the Contract via the Internet with information on the concluded Contract and the text of the Terms and other contractual documents which the Consumer is entitled to save and print out in electronic form.

6. Consumer complaints and comments concerning the contractual relationship concluded between the Provider and the Consumer are handled by the Provider in accordance with the applicable legal regulations, where the Consumer can lodge complaints and comments by telephone at +420 49 49 41 919 or by email to e- mail to sales@mailnatives.com. If the complaint is a complaint, the complaint will be settled as a complaint. Consumers can also address their complaints to the supervisory authorities and supervisors, in particular the Czech Trade Inspection Authority or the Office for Personal Data Protection.

7. If a dispute arises between the Provider and the Consumer, which cannot be resolved amicably, the Consumer may file a motion for an out-of-court settlement of such dispute with the Czech Trade Inspection, Central Inspectorate - ADR Department, Štěpánská 15, 120 00 Praha 2, email: adr @ coi.cz, web: adr.coi.cz, or through the online dispute resolution platform set up by the European Commission at http://ec.europa.eu/consumers/odr/.

8. The agreement between the Provider and the Consumer can only be concluded in the Czech language.

1. The Agreement and all legal relations between the User and the Provider arising out of or in connection with the provision of the Services to the User shall be governed by the law of the Czech Republic. If a dispute arises from the legal relationship between the User and the Provider, the court of the Czech Republic is competent to resolve the dispute. Local jurisdiction within the Czech Republic will be determined by the registered office of the Provider.

2. This latest version of the Terms and Conditions is valid and effective from March 1, 2019.