Terms of use of choice application for partners

INTRODUCTORY PROVISIONS AND DEFINITIONS
1. These Terms of Use of the Choice Application (hereinafter referred to as the “Terms”) are issued:
  by Choice QR s.r.o., ID No.: 09517600, with its registered office at Na příkopě 857/18, Nové Město, 110 00 Prague 1, registered in the Commercial Register maintained by the Municipal Court in Prague, file No. C 337491
  (hereinafter as the “Operator”).
2. These Terms govern the mutual rights and obligations between the Operator and the Partner when mediating Brokerage Contracts through the Choice Application, as well as other rights and obligations of the contracting parties. These Terms are an integral part of the Agreement and are binding for the Partner upon the Registration.
3. Unless the context indicates otherwise, the following words and expressions used in these Terms shall have the following meanings:
  1. “Agreement” is an agreement concluded between the Operator and the Partner, the subject of which is, in particular, the provision of Services to the Partner by the Operator and the Partner’s obligation to pay the Operator the agreed remuneration, as well as the related rights and obligations of both contracting parties. The Agreement contains at least these Terms and Price List.
  2. “Brokerage Contract” means a purchase or other contract concluded between a Partner and a User through the Choice Application regarding the Products.
  3. “Choice Application” is a technical solution, or a computer program or application called Choice, the main essence and function of which is to enable the Users to view, order and purchase the Products of the Operator’s Partners and to mediate the conclusion of a purchase contract with the User regarding the relevant Products, or to mediate delivery services, as well as to make a reservation of a seat with the Partners, to manage marketing for the Partners, as well as to mediate communication between the Partners and the Users.
  4. “Civil Code” means Act No. 89/2012 Coll., the Civil Code, as amended.
  5. “Copyright Act” means Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on amendments to certain acts, as amended.
  6. “Operator” means the company defined in Art. 1.1 of these Terms.
  7. “Partner” means the operator of a restaurant or other business providing gastronomic services, or another partner (entrepreneurial natural or legal person), whose Products are offered and sold through the Choice Application, on the basis of the Agreement.
  8. “Price List” is the Operator’s price list available in its current form, always at https://choiceqr.com/ and forming an integral part of the Agreement with the Partner.
  9. “Products” means the Partner’s products and services offered and sold by the Partner through the Choice Application to Users for direct and immediate consumption, on the basis of the Brokerage Contract.
  10. “Registration” means the electronic registration of a Partner to the Choice Application duly completed by filling in at least the mandatory registration data and then saving it in the Choice Application.
  11. “Selling Price” means the price for the Partner’s Products (including VAT) purchased by the User on the basis of the Brokerage Contract according to the data recorded by the Choice Application.
  12. “Services” means providing Partner with Choice Application that enables (i) mediating the conclusion of purchase or similar contracts for Products, (ii) offering and presentation of Products from the Partner’s current offer to third parties, at prices according to the Partner’s current price list, (iii) mediating communication between the Partner and the User, all through the Choice Application.
  13. “Terms” means these Choice Application’s Terms of use available at www.choiceqr.com
  14. “User” means a natural or legal person using the services of the Choice Application and thus entering into a Brokerage Contract with a Partner.
CONCLUSION AND SUBJECT MATTER OF THE AGREEMENT
1. The Partner’s Registration in the Choice Application is a binding offer of the Partner to enter into an Agreement with the Operator. By submitting the Registration, the Partner agrees with the current wording of the Terms and the Price List.
2. If the Registration is approved by the Operator, the Operator shall send a confirmation to the Partner to the Partner’s e-mail address specified in the Registration; By delivering this confirmation to the Partner, the Agreement is concluded. The Agreement is concluded for an indefinite period of time.
3. The Agreement may also be concluded in other ways than through Registration. The Partner acknowledges that by concluding the Agreement at the latest (if it has not been done earlier, for example by sending the Registration), the Partner agrees with the current wording of the Terms and the Price List.
4. In case of any discrepancies between Terms and the Agreement, the provisions in the Agreement take precedence over the provisions in the Terms.
5. On the basis of the Agreement, the Operator undertakes to provide Services to the Partner and the Partner undertakes to pay the Operator’s remuneration properly and on time, as well as to fulfil other obligations stipulated in the Agreement.
6. The Partner expressly acknowledges and agrees that the Operator does not guarantee the Partner any number of Brokerage Contracts.
7. The Operator’s provision of Services is on non-exclusive basis and the Operator is therefore entitled to provide Services to other persons through the Choice Application or in other ways.
8. The Operator makes the Choice Application available to the Partner, or its relevant part, for the purpose of managing the Partner’s profile and its offer of Products, including their prices and other data. The Partner is responsible for the accuracy, timeliness and legal integrity of the data published in the Choice Application. Partner is responsible for including allergen information in their listing on the Choice Application. The presentation of the Products placed in the Choice Application contains, in addition to the designation of the Product and its price, also information about the price of packaging and delivery of the Product, which the User is obliged to pay. The presentation may also contain a more detailed description of the Product, its features, size, availability and, if applicable, a photographic representation of the Product. The Operator reserves the right to remove the Product from the Partner’s offer in the Choice Application without prior notice to the Partner.
9. The Operator may decide, at its discretion, whether and in what order it displays and presents the Partner’s offer in the Choice Application.
10. The Partner undertakes to provide the Choice Application with the necessary data related to the Brokerage Contracts. Operator is not responsible for verification of underlying transactions represented by content in Choice Application or for the performance or failure to perform the obligations arising from such content, including payment for the Products.
11. Partner is solely responsible for the determination of the quality and quantity of the Products available with the use of Choice Application, especially the Selling Price, tax rates and other payment terms and any information required by applicable law.
12. It is prohibited to publish, transmit and store in the Choice Application any content that is:
  1. establishing, presenting, promoting, supporting or referring in any way to pedophilia, racism, fanaticism, or containing pornographic materials, contrary to applicable law and permitted only for adults;
  2. excessively violent, threatening, harassing or contains hateful materials;
  3. unethical or misleading with regard to consumer protection legislation of any country, including chains or pyramids;
  4. offensive or violent to privacy of persons;
  5. posing a risk to the safety of persons and health, a risk to public security or to the health of the general public, threatening national security or disrupting investigations by the relevant authorities;
  6. posing a risk to the security of Choice Application or Internet, including making negative impact on use of Choice Application by other clients;
  7. infringing copyrights of third parties, brands, patents or other rights owned by third parties;
  8. promoting drugs, illegal gambling and illicit arms trafficking;
  9. representing other illegal activities or incitement to illegal conduct in violation of applicable law.
13. The Operator is allowed to engage subcontractors into performance of this Agreement. Partner indicates, that part of performance of this Agreement is currently provided by Google Cloud EMEA Limited which is subject to Google Cloud Platform Terms of Service, which can be viewed at https://cloud.google.com/terms. Partner acknowledges to have taken notice thereof and to accept the same without reservation. Operator shall have no liability whatsoever for any damages or any other consequences that may incur as a result of the unavailability or malfunctioning of services provided by Google Cloud EMEA Limited or any other subcontractors as these may change from time to time due to their non- or improper performance.
CHOICE APPLICATION SERVICES
1. Through the Choice Application, the Operator offers in particular the services generally specified in Art. 1.3.3 and 1.3.12 of these Terms (e.g. QR menu, QR ordering and payment, reservation system, collection point, takeaway and delivery, etc.). The Operator reserves the right to extend its offer with other specific services, the provision of which will be governed by these Terms.
2. Operator may change or remove any functionality of Services at any time. Operator may notify the Partner of any material change or removal of any functionality; Partner is allowed to submit complaint in such case according to Art. 9 of these Terms. Operator bears no liability in the event of such change or removal.
BROKERAGE CONTRACT
1. If order is submitted for the Product from the User through the Choice Application, such order shall be available to the Partner through Choice Application or shall be made available by the Operator to the Partner by other means of electronic communication.
2. The Partner either confirms or rejects the User’s order of the Product. By delivering the order confirmation to the User through the Choice Application, a Brokerage Contract is concluded between the Partner and the User.
3. By the Brokerage Contract, the Partner undertakes to deliver the Products to the User properly and on time, and the User undertakes to take over the ordered Products from the Partner and pay the Selling Price for them, all at the place of delivery according to the Brokerage Contract.
4. Only the Partner and the User are parties to the Brokerage Contract, not the Operator.
5. Depending on the User’s choice and whether the method is currently available to the User in the Choice Application, the payment of the Selling Price for the ordered Product by the User may be made using the following payment methods:
  1. payment in advance prior to delivery and acceptance of the Product by the User: cashless payment by credit card on-line via the payment gateway;
  2. payment upon the takeover of the Product by the User: (i) cash or (ii) cashless payment by credit card at the Partner upon receipt of the Product;
  3. another payment method offered prior to the completion of the order of the Product by the User in the Choice Application.
6. The Partner acknowledges and agrees that for the purpose of putting cashless payments into operation and using in accordance with Art. 4.5 letter a) of these Terms, the Operator cooperates with companies that operate payment gateways. The Partner expressly agrees to the connection of the payment gateway, as a result of which the Operator on behalf of Partner enters into a contractual relationship with the company operating the relevant payment gateway. The Partner acknowledges and agrees that the Operator cooperates with several companies operating the payment gateway and may connect various payment gateways to the Partner according to its choice..
7. The Partner acknowledges and agrees that all fees related to the connection of the payment gateway (hereinafter referred to as the “Payment Gateway Fees”) will be paid by the Partner to the company operating the relevant payment gateway according to the contractual relationship mentioned in Art. 4.6 of these Terms, under the conditions, to the extent and amount specified in the Agreement and in these Terms. The Partner acknowledges and expressly agrees that in the event that the Selling Price is paid by the User by a cashless payment card on-line via the payment gateway, the relevant amounts corresponding to the paid Selling Prices are collected on the virtual account of the relevant payment gateway (hereinafter referred to as the “Payment Gateway Account”). Partner hereby gives Operator authorization to dispose over the Selling Prices collected on the virtual account. From the Payment Gateway Account, amounts are always remitted once a month (or at other intervals individually agreed by the parties involved) on the basis of the Operator’s instructions, or automatically according to the settings of the relevant payment gateway:
8. to the Partner’s bank account specified in the Agreement the amount corresponding to the accumulated Selling Prices after deduction of (i) Payment Gateway Fees, (ii) fees for delivery services, related SMS notifications and any other services, if applicable (see Art. 5.6 of these Terms) and (iii) the Subscription, if so agreed with the Partner (see Art. 5.3 of these Terms), to which the Partner expressly agrees;
  1. to the bank account of the company operating the relevant payment gateway, the amount corresponding to the agreed Payment Gateway Fees;
  2. to the Operator’s bank account (i) the amount corresponding to the fees for delivery services, related SMS notifications and any other services, if applicable (see Art. 5.6 of these Terms) (ii) the amount corresponding to the Subscription, if agreed with the Partner (see Art. 5.3 of these Terms) .
    The Partner further acknowledges and agrees that the Operator is entitled, in the case of explicit authorization by the company operating the payment gateway, to issue accounting documents for the Partner (e.g. a payout report) for the Payment Gateway Fees according to the first sentence of this Art. 4.7 Terms.
9. The Partner expressly authorizes the Operator to perform the following activities on behalf of the Partner in relation to the Brokerage Contract:
  1. collection of the Selling Price paid from the User under the Brokerage Contract, if the Selling Price will be paid by cashless payment by payment card on-line via the payment gateway before delivery and acceptance of the ordered Product, where this price is transferred by the User to the Operator’s bank account, or to the Payment gateway Account at the Operator’s disposal;
  2. handing over the issued receipt to the User for the Product.
10. Depending on the User’s choice and whether the delivery method is currently available to the User in the Choice Application, the delivery of the ordered Product may be made in the following ways:
  1. personal collection by the User at the User’s own expense at the Partner’s premises;
  2. delivery by the Partner to the place in the Partner’s establishment (to the table) specified by the User in the order (by scanning the QR code on the table at the Partner’s establishment);
  3. delivery to the place specified by the User in the order as the place of delivery, either by the Partner or by using a delivery service (in such a case, shipping costs may be charged to the User);
  4. other methods offered prior to the completion of the order of the Product by the User in the Choice Application.
11. The rights and obligations of the Partner in relation to the Operator and the User are further regulated in the terms of use of the Choice Application for the User, which are available in the Choice Application (hereinafter the “Terms for Users”) and by which the Partner is also bound in the parts that relate to him.
12. In relation to the Brokerage Contract towards the User, the Partner is solely responsible for compliance with the relevant legal regulations governing relations with consumers arising from consumer contracts. In this respect, the Partner is obliged to familiarize himself with i.a. the wording of the Terms for Users and subsequently, if necessary, to notify the Operator if he finds any provision in relation to the Brokerage Contract to be inconsistent with the relevant legal regulations governing relations with consumers arising from consumer contracts.
OPERATOR’S REMUNERATION AND PAYMENT TERMS
1. The Operator is entitled to remuneration for the provision of the Services.
2. The Operator’s remuneration consists of a fee for the use of the services of the Choice Application according to these Terms by the Partner, which is paid in the form of a selected subscription and the amount of which is set out in the Price List (hereinafter the “Subscription”).
3. The Partner has the option to choose a fixed Subscription for a definite period of time agreed in the Agreement (hereinafter referred to as the “Fixed Subscription”) or a flexible Subscription for an indefinite period of time (hereinafter referred to as the “Flexible Subscription”). In the case of a Fixed Subscription, a fixed total amount of the Subscription is set for the entire definite period, which the Partner may pay at its option at once in advance or monthly through regular monthly payments. In the case of a Flexible Subscription, the monthly amount of the Subscription for calendar month is determined, which is paid monthly by the Partner through regular monthly payments. With the exception of the Fixed Subscription paid in advance, the Subscription is charged automatically for the entire duration of the Agreement on a regular basis for a calendar month in advance, unless the Operator and the Partner agree otherwise. The Operator shall issue to the Partner a tax document (invoice) for the amount corresponding to the amount of the monthly Subscription always as of the first day of the relevant calendar month for which the Subscription is paid; VAT will be added to this amount at the rate of the relevant legal regulations. In the event that the Fixed Subscription is to be paid at the Partner’s choice at once in advance, the Operator shall issue to the Partner a tax document (invoice) for an amount corresponding to the total amount of the Fixed Subscription for the entire definite period as of the first day of the relevant period for which the Fixed Subscription is paid; VAT will be added to this amount at the rate according to the relevant legal regulations. The invoice maturity is 14 (fourteen) calendar days. The payment of the Subscription on the basis of the issued invoice may be made by the Partner, at its option, by bank transfer, by payment card, in cash or through the Payment Gateway Account (i.e. the Partner shall instruct the Operator to make the payment of the Subscription in this way). The Partner expressly agrees that in the event of the Partner’s delay in paying the Subscription, the Operator is entitled to satisfy its receivable from the Partner arising from the unpaid Subscription through the Payment Gateway Account, i.e. to transfer the amount corresponding to the amount of the outstanding Subscription (or its part) from the Payment Gateway Account to the credit of the Operator’s bank account.
4. The parties may agree in writing on individual price and payment terms. In such a case, the agreed individual terms and conditions take precedence over the Price List.
5. The Operator is entitled to unilaterally change the Price List, without necessity to conclude amendment to the Agreement. The Operator shall notify the Partner of the change to the Price List before it comes into effect, stating the effective date of the changes, at least 14 (fourteen) calendar days before the changes take effect. If the Partner does not agree with the change of the Price List, the Partner has the right to notify the Operator in writing that he does not agree with the new wording of the Price List and to terminate the Agreement in writing for this reason, no later than by the moment the new Price List enters into force. In such a case, the termination of the Agreement shall be effective as of the date of entry into force of the new Price List. If the Partner does not terminate the Agreement in accordance with the previous provisions, he is bound by the new Price List from the first day of its effectiveness. In the case of a Fixed Subscription, the Partner is guaranteed a fixed total amount of the Subscription for the entire definite period of time (or a fixed monthly amount of the Subscription for the entire definite period, if the Partner decides to play the Fixed Subscription monthly), i.e. the amount of the Fixed Subscription cannot be changed for the entire agreed period of time in relation to the Partner.
6. In addition to the Subscription, the Operator is entitled to determine and demand additional remuneration for activities performed by the Operator on the basis of the Agreement or in connection with this Agreement, in particular for support and maintenance services of the Choice Application, integration etc. The Partner acknowledges and expressly agrees that the Operator is entitled to charge the Partner for delivery services, related SMS notifications and any other services in addition to the Subscription, if these have been implemented. Fees pursuant to this Art. 5.6 made in excess of the Subscription may be paid through the Payment Gateway Account, or amounts corresponding to the fees under this Art. 5.6 the Operator is entitled to transfer from the Payment Gateway Account to the benefit of the Operator’s bank account, with which the Partner expressly agrees. The Operator shall always issue a tax document (invoice) to the Partner for the amount corresponding to the fees paid under this Art. 5.6. The Partner also acknowledges that fees for services paid beyond the Subscription (e.g. SMS messages, paid reservations, vouchers, marketing services, etc.) may change from time to time and are always resolved individually with the Partner.
7. The Partner acknowledges and expressly agrees that the Partner may be charged with additional integration fees in the amount determined by the Operator’s integration partners (e.g. checkout systems), which are entirely at the disposal of the respective integration partner and the Operator has no influence on such a procedure. At the same time, the Partner acknowledges that the terms and prices of individual integration partners may change from time to time.
LICENSING
1. The Operator provides the Partner with a non-exclusive authorization to exercise the right to use the Choice Application (hereinafter referred to as the “License”), only for the purposes of proper use of the Services for the duration of the Agreement.
2. The fee for the provision of the License is included in the remuneration for the Services pursuant to Art. 5 of the Terms.
3. Under no circumstances does the Partner have the right to sublicense any third party on the basis of such License, nor to assign the License to any other person. Furthermore, the Partner has no right to reproduce the Choice Application for the purpose of distributing it, to distribute or in any way communicate it to third parties, to rent or lend it.
OTHER RIGHTS AND OBLIGATIONS
1. The Partner undertakes to participate in building the reputation of the Choice Application services in relation to Users, as well as potential Users. In this context, it primarily implements the Brokerage Contract properly and on time, does not refuse to accept orders for Products by Users without a serious reason, handles any complaints about Products by Users properly and in a timely manner, does not discourage Users from using the services of the Choice Application in any way, etc.
2. The Operator is entitled to limit or interrupt the functionality of the Choice Application or access to it for a necessary period of time due to maintenance or repair of the Choice Application, or any other reason on the part of the Operator or a third party. The Operator is also entitled to change the technical solution of the Choice Application for operational or other reasons.
3. The Operator is entitled at any time to unilaterally offset its due and undue receivables from the Partner (including receivables due from the price of services arising from other titles than the Agreement) against the due and undue receivables of the Partner from the Operator.
4. The Partner is not entitled to offset any of its receivables from the Operator against the Operator’s receivables from the Partner without the Partner’s written consent. Furthermore, the Partner is not entitled to assign its receivables from the Operator to a third party without the written consent of the Operator.
5. The contracting Parties undertake to maintain the confidentiality of confidential information and all facts that constitute the subject of the Parties’ trade secrets. In particular, all information relating to the contracting parties that is subject to protection under intellectual property regulations (e.g. information on information systems, know-how and their individual parts) is considered confidential information. The Parties agree, that the Operator is allowed to disclose the above mentioned information to its business partners and subcontractors.
6. The Partner expressly agrees to the processing, storage, use and downloading of data processed within the Choice Application by the Operator for the purpose of (i) internal use by the Operator and (ii) processing and publication in aggregated or anonymous form (e.g. for the purposes of various studies, including case reports, statistical reports, infographics, etc.). The Partner further expressly agrees that these data will be downloaded, processed and stored within the Operator’s database even after the termination of the provision of Services, including data obtained from the relevant sources after the end of the Agreement until the moment of disconnection of the sources from which the data originate. The Partner further acknowledges and expressly agrees that the personal data of the Partner or its representatives are processed in connection with the provision of Services by the Operator as the administrator.
7. The Partner hereby grants the Operator consent to the use of the Partner’s designation, logo and trade name (hereinafter referred to as the “Marking”) by the Operator in all communication media for the purpose of advertising, especially in the form of promotion of the Choice Application and Services. The Partner expressly declares that he/she has the right to give such consent. In the event that the Partner requires the Operator to comply with certain rules when using the Marking (e.g. contained in the graphic manual for the use of the Marking), the Partner must inform the Operator in writing about these rules, otherwise these rules will not be taken into account when using the Marking. The fee for the use of the Marking is taken into account in the Operator’s remuneration. The Partner has the right to revoke or restrict the consent to the use of the Marking by a written statement delivered to the Operator.
8. When using the Operator’s Services and the Choice Application, the Partner undertakes to comply with the valid and effective legal regulations of the Czech Republic and the European Union, in particular the Copyright Act. The Partner is obliged to compensate for all damages that would be incurred by the Operator or third parties as a result of a breach of this obligation, and for which the Partner would be liable.
9. The Operator is entitled to disable access to the services of the Choice Application to the Partner if the Partner breaches its obligations under this Agreement and/or legal regulations. If Operator disables part or all Services, the Partner remains responsible for all fees incurred during the period of suspension as if the Services have been provided. The parties indicate, that the Partner will not be entitled to any kind of compensation due to disabling access to the services of the Choice Application.
10. The Operator further reserves the right to limit or terminate the provision of the Services at any time, even without prior notice.
11. The Partner acknowledges that the Operator transfers to the Operator through the Choice Application the personal data of Users using the services of the Choice Application and concluding a Brokerage Contract with the Partner. The Partner further acknowledges that it has the position of a personal data controller in relation to the personal data of Users and undertakes to process such personal data in accordance with the legal regulations relating to the processing and protection of personal data, in particular, but not exclusively, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/ EC (General Data Protection Regulation – GDPR) and Act No. 110/2019 Coll., on the processing of personal data, as amended. An integral part of these Terms is the Personal Data Processing Agreement, which is attached to these Terms as Appendix No. 1.
12. Based on the agreement between the Partner and the Operator, the Operator may purchase a domain name for the Partner’s needs. In such a case, the owner of the relevant domain name is always the Operator, unless otherwise agreed between the parties.
13. The Operator is entitled to publish the Partner’s individual applications (if any) on the App Store and Google Store and to ensure their administration and updating, with which the Partner expressly agrees.
14. The Operator is entitled to present the Partner, or the relevant restaurant, on the Operator’s forthcoming B2C application with the presumed name “Choice QR \ Choice Food”, functioning as a Marketplace, where, among other things, the Partners or relevant restaurants using the Choice Application will be presented, as well as to manage the Partner’s contact information on this B2C application, with which the Partner expressly agrees. The Partner is entitled to ask the Operator at any time to remove it from the Operator’s B2C application, or to hide it.
RESPONSIBILITY
1. The Operator is not responsible for the performance of the Brokerage Contract with the User. In this context, the Operator is not responsible for the quality and origin of the Products and is also not responsible for the payment or delivery of the Products. The Operator does not bear any liability arising from the legal relationship between the Partner and the User. Responsibility for resolving all issues arising from the Brokerage Contracts concluded between the User and the Partner or in connection with them (including the handling of any complaints) lies with the specific Partner who entered into the Brokerage Contract with the User.
2. The Operator is not responsible for services provided by other entities, in particular payment system operators, payment methods, their quality, quantity or any consequences, nor for the rights and obligations related to these services, etc. The Partner acknowledges that the Operator is not a provider of payment services or portals.
3. The Operator shall not be liable to the Partner or any third party for any loss of profit. The contracting Parties agree that the estimated amount of actual damage from one loss event shall not exceed and shall be limited to an amount corresponding to the amount paid for the Services provided in the weekly billing period that preceded the weekly billing period in which the relevant loss event occurred.
4. The Operator is not liable for damage caused by force majeure, e.g. natural disasters, natural, war or terrorist events, etc.
5. The Operator is not liable for any damage caused by outages of the Choice Application, nor for outages on the part of other entities other than Operator, or for damages caused by actions that are necessary to ensure the operation of the Operator’s Services and the Choice Application (e.g. software updates, server configuration, maintenance, change or removal of any part of Services etc.).
6. In the event of technical failures of the Choice Application or the relevant payment gateway, the Operator shall make every effort to remedy these failures. However, the Partner is not entitled to demand any compensation from the Operator in this context, including lost profit.
7. The Operator will make every effort to maintain the integrations of the Choice Application with third-party products (e.g., cash registers, delivery services, etc.). However, the Operator is not responsible for any failures or errors arising on the part of these products, caused by third parties or arising during integration.
8. The Operator shall also not be liable if:
  1. there was unauthorized access to Services that led to alteration, deletion, destruction, damage, loss, or failure to store content;
  2. an event is caused by an Internet access problem or related problems beyond the demarcation point of Services;
  3. Partner fails to adhere to any required configurations for the use of the Services or inputs bad data;
  4. there was illegal or unlawful (including use in breach of this Agreement) use of the Services.
COMPLAINTS AND NOTIFICATIONS
1. Complaints concerning the Services, including notification concerning illegal activity or illegal content may be submitted to the following e-mail: [email protected]
2. The complaint or notification shall include:
  1. the name of the individual or entity;
  2. e-mail address, except for a report on information considered to be related to one of the crimes referred to in Articles 3-7 of Directive 2011/93/EU;
  3. telephone number;
  4. precise description of any irregularities in the provision of the Services and the date of occurrence, i.e. a clear indication of the exact electronic location of that information, such as the exact URL or URLs, and, where necessary, additional information enabling the identification of the illegal content adapted to the type of content;
  5. in case of notification of illegal content: sufficiently substantiated explanation of the reasons why the individual or entity alleges the information in question to be illegal content;
  6. in case of notification of illegal content: a statement confirming the bona fide belief of the individual or entity submitting the notice that the information and allegations contained therein are accurate and complete.
3. Complaint shall be submitted within a month from the date when the Service was improperly rendered or from the date of delivery of the invoice which contains irregularity.
4. Operator shall consider complaints and notifications and provide the Partner with decision within 30 days from the date of receiving the complaint or notification, unless the complaint or notification is not submitted in a manner as provided in these Terms. In this case, the period for considering the complaint or notification begins on the day when Operator is provided with the missing information.
5. Operator shall provide a clear and specific statement of reasons to any affected recipients of the Services for any of the following restrictions imposed on the ground that the information provided by the recipient of the service is illegal or incompatible with these Terms:
  1. any restrictions of the visibility of specific items of information provided by the recipient of the Services, including removal of content, disabling access to content, or demoting content;
  2. suspension, termination or other restriction of monetary payments;
  3. suspension or termination of the provision of the Services in whole or in part;
  4. suspension or termination of the recipient of the Service’s account.
6. The statement of reasons shall contain information provided in art. 17.3 Regulation (EU) 2022/2065 of the European Parliament and of the Council – Data Services Act.
7. In complicated cases, the period referred to in Art. 9.4 above may be extended to 45 days.
8. The Partner may appeal the decision referred to in Art. 9.4 above within 14 days to the e-mail [email protected] with the title “Appeal” and indication of the decision.
FINAL PROVISIONS
1. All relationships arising from the Terms are governed by the laws of the Czech Republic. All disputes between the contracting parties arising out of or in connection with the Agreement shall be resolved by the general courts of the Czech Republic. For the avoidance of doubt, it is provided that this Article shall apply even if the Operator is entity registered outside of the Czech Republic.
2. In the event that any provision of these Terms is or becomes invalid or ineffective, the other provisions of these Terms shall remain valid and effective. The invalid or ineffective provision shall be replaced by another provision, valid and effective, which in its content and meaning best corresponds to the content and meaning of the original provision.
3. The Operator is entitled to unilaterally change and supplement the wording of these Terms. The Operator shall notify the Partner of any change to the Terms at least 14 (fourteen) days prior to the entry into force of the Agreement, stating the effective date of the changes, by displaying the notice in the Choice Application or via the Partner’s e-mail specified in the Agreement. If the Partner does not agree with the change of the Terms, he/she has the right to notify the Operator in writing that he/she does not agree with the new wording of the Terms and to terminate the Agreement in writing for this reason, no later than the moment the new Terms come into effect. In such a case, the termination of the Agreement shall be effective on the day the new Terms come into effect. If the Partner does not terminate the Agreement in accordance with the previous provisions, he is bound by the new Terms from the first day of its effectiveness.
4. In the case of a Flexible Subscription, the contracting parties are entitled to terminate the Agreement for any reason or without giving any reason. The notice must be in writing and must be delivered to the other party. Unless otherwise stipulated below, the notice period is 3 (three) calendar months and begins on the first day of the calendar month following the month in which the notice was delivered to the other Party.
5. In the event that the Partner has chosen the Flexible Subscription and at the same time uses the Choice QR Service consisting of the option of payment from the table using QR codes, the Partner may terminate the Agreement with a notice period of 6 (six) calendar months, which begins on the first day of the calendar month following the month in which the notice was delivered to the other party. During this notice period, the Partner may not remove QR codes from tables or turn off the relevant integration in the Choice App.
6. In the case of a Fixed Subscription (entering into the Agreement for a definite period) the contracting parties are entitled to terminate the Agreement with effect as of the last day of the prepaid period, or the agreed-upon definite period respectively. All other statutory reasons for termination shall not apply.
7. The contracting parties are entitled to terminate the Agreement with 30-days notice period if the other Party substantially breaches it, if breach is not curable or was not cured by the other Party in forty five (45) days, however, in both cases (even if the breach is uncurable) upon delivery of notice in writing specifying the nature of breach in detail.
8. Operator may terminate this Agreement with immediate effect upon receipt of a written termination notice even without any reason for termination.
9. If a Fixed Subscription has been chosen by the Partner, then in the event of early termination of the Agreement (i.e. before the expiry of the agreed-upon definite period) by the Partner and/or for reasons on the part of the Partner (e.g. as a result of a breach of obligations by the Partner):
  1. it is not possible to request a refund of the Subscription already paid for or a part thereof (if the Subscription was paid all at once in advance for the entire definite period);
  2. the Partner is obliged to make a one-off payment of the total amount of the Subscription agreed for the entire fixed period (if the Subscription was paid monthly) without undue delay, i.e. the difference between the total amount of the Subscription for a definite period of time and the aggregate of the monthly amounts already paid, based on an invoice issued by the Operator;
  3. the Partner is obliged to make, without undue delay, a one-off payment corresponding to the expected amount of the Payment Gateway Fee for the remaining period of the entire definite period, the amount of which will be calculated as the product of the average daily value of the Payment Gateway Fee paid so far and the number of remaining days until the end of the definite period, based on an invoice issued by the Operator, provided that the Partner used the Choice QR Service consisting of the possibility of payment from the table using QR codes.
  4. In the event of more than one language version of these Terms, the Terms in the English language shall prevail over the other language versions in the event of discrepancies between the language versions.
  5. Operator designates the following single point of contact: [email protected] to enable:
10. Partner to communicate directly and rapidly with Operator;
11. Member States’ authorities to communicate directly and rapidly with Operator.
12. These Terms shall come into force and effect on 1.05.2024

APPENDIX No. 1 – Personal Data Processing Agreement

PERSONAL DATA PROCESSING AGREEMENT

OPERATOR (as defined in the Terms; hereinafter referred to as the “Choice” in this Appendix No. 1)

(“Choice”)

and

PARTNER (as defined in the Terms; hereinafter referred to as the “Independent Controller” in this Appendix No. 1)

(Choice and Individual Controller collectively referred to as the “Parties” or individually as the “Party”),

enter into the following personal data processing agreement (the “Agreement”):

OVERVIEW
1. Choice and the Independent Controller have entered into a service agreement (specified in the Terms as the “Agreement”), on the basis of which Choice as a provider undertakes to provide the Independent Controller as the client with the services specified in the agreement for the provision of services (the “Main Agreement”).
2. The performance of the subject matter of the Main Agreement includes activities that involve the processing of personal data within the meaning of the General Data Protection Regulation (Regulation (EU) 2016/679 of the European Parliament and of the Council; “GDPR”) (“Personal Data”) and Act No. 110/2019 Coll., on the Processing of Personal Data, as amended, and the Parties undertake to comply with the obligations specified therein.
3. The Parties state that the Independent Controller is data controller of personal data in relation to personal data processed in connection with the performance of the Main Agreement.
4. In view of the foregoing, the Parties have entered into this Agreement and have agreed therein on the following terms and conditions for the processing of Personal Data, which they undertake to comply with.
5. After the termination of the activities of Choice for the Independent Controller, or after the termination of the provision of services related to processing under the Main Agreement, the obligations of the Independent Controller to secure and protect Personal Data, the obligation of confidentiality or the obligations relating to the termination of the activity of Choice, as well as the claims of Choice due to the breach of such obligations, do not cease.
6. Processing of Personal Data takes place in electronic systems.
SUBJECT MATTER AND PURPOSE OF THE AGREEMENT
1. The subject matter of this Agreement is the definition of mutual rights and obligations in the processing of Personal Data by Choice as data processor that occurs as a result of the performance of the activities defined in the Main Agreement.
2. The purpose of this Agreement is to ensure the protection of Personal Data during their processing within the performance of the subject matter of the Main Agreement.
3. Instruction of Independent Controller relating to a change of scope or manner of provision of the services means assigning Choice with additional works or services for which Choice may claim additional remuneration.
SPECIFICATION AND SCOPE OF PERSONAL DATA PROCESSING
1. Personal data are processed by Choice in order to fulfil the obligations under the Main Agreement.
2. The Parties agree that (i) the types and categories of Personal Data, (ii) the period of processing, (iii) the purpose of the processing, and (iv) the categories of data subjects are specified in more detail in Appendix A to this Agreement.
BENEFICIARIES
1. Any person acting on behalf of Choice or the Independent Controller and having access to Personal Data may process such Personal Data only if they are required to process such Personal Data by law. Choice and the Independent Controller are obliged to take measures to ensure that this is required.
2. The parties are obliged to ensure that the persons authorized to process the Personal Data are bound by confidentiality or that they are subject to a statutory duty of confidentiality.
3. The Independent Controller does hereby give its consent to processing of Personal Data by subcontractors engaged in the light of the Main Agreement at the date of conclusion of the Agreement.
4. The Independent Controller gives its consent to engage another subcontractor for processing of Personal Data upon notification of the subcontractor to the Independent Controller at least 14 days in advance by sending an e-mail associated with services provided on the basis of the Main Agreement.
5. In the event that any of the Parties entrusts another processor with the processing of Personal Data, it undertakes to impose on it the same data protection obligations as set out in this Agreement on the basis of the contract, in particular the provision of sufficient guarantees regarding the implementation of appropriate technical and organizational measures so that the processing meets the requirements of the GDPR. If said sub-processor fails to comply with its data protection obligations, the relevant Party shall remain fully responsible for the fulfilment of the obligations of the sub-processor in question.
OBLIGATIONS OF THE PARTIES
1. The Parties are obliged to, according to their agreement on this issue, either delete or otherwise technically remove all Personal Data from their information systems and databases, or to return them to the other Party after the termination of the provision of services related to the processing of Personal Data, and they are obliged to delete existing copies, unless legal regulations require the storage of such Personal Data. Choice shall return above mentioned Personal Data to the Independent Controller in accordance with the terms and conditions and by the date specified in the Main Agreement. If the Main Agreement does not specify the terms and conditions or the date of return, such Personal Data shall be returned based on the Independent Controller’s order for additional remuneration at rates specified in the Main Agreement or, if the Main Agreement does not provide for such rates, according to Choice’s current price list.
2. The Parties undertake to take such technical, organizational, personnel and other necessary measures (including, if necessary, the adoption of appropriate internal regulations and directives) that will ensure the protection of the processed personal data in such a way that unauthorized or accidental access to the personal data, their change, destruction or loss, unauthorized transfers, other unauthorized processing or other misuse of personal data cannot occur, including, as appropriate, the following conditions:
  1. pseudonymization and encryption of Personal Data;
  2. the ability to ensure the continued confidentiality, integrity, availability and resilience of Personal Data processing systems and services;
  3. the ability to restore the availability of and access to Personal Data in a timely manner in the event of physical or technical incidents; and
  4. the process of regular testing, assessment and evaluation of the effectiveness of the technical and organizational measures implemented to ensure the security of the processing of Personal Data.
3. The period of personal data processing is limited to the duration of the Main Agreement. The Parties undertake to hand over the personal data to the relevant Party or demonstrably dispose of them no later than 30 days after the end of the processing period.
4. A Party is obliged to cooperate with the other Party through appropriate technical and organizational measures, if possible, to meet the other Party’s obligation to respond to requests for the exercise of the rights of the data subject.
5. The Parties are obliged to cooperate with each other in ensuring compliance with the obligations to secure Personal Data (security of processing, reporting breaches of such security to the supervisory authority or notifying data subjects, assessing the impact of processing on the protection of Personal Data and prior consultations with the supervisory authority), taking into account the nature of the processing and the information available to the Parties.
6. The Parties are obliged to immediately inform the relevant Party in the event of any difficulties in fulfilling the obligations in the matter of the protection of Personal Data and of all circumstances relating to the breach of obligations in the processing and protection of Personal Data. In such a case, the relevant Party shall take all necessary measures to ensure the protection of Personal Data as soon as possible and shall subsequently proceed in accordance with the instructions of the other Party, if disclosed.
7. At the request of the other Party, the Parties are obliged to provide each other with evidence of the technical and organizational measures taken and implemented to ensure the protection of Personal Data.
8. If providing co-operation, assistance, support, report, providing details, information or adjustments requested by the Independent Controller relating to processing of Personal Data, especially indicated in Article 28.3.e-28.3.f of GDPR, whatever is the basis for such activity of Choice, generate or would generate any additional costs of Choice or requires involvement of additional resources, the Independent Controller shall cover any reasonable costs specified by Choice.
9. Independent Controller shall have the right to conduct an audit of Choice subject to the following terms and conditions:
  1. Choice may make participation in such audit conditional upon prior execution of an appropriate confidentiality agreement;
  2. during an audit the Independent Controller shall comply with internal procedures of Choice;
  3. audit should not be conducted more frequently than once per calendar year and should not last longer than 1 day;
  4. Independent Controller shall notify its intention to conduct an audit at least 30 days before the proposed date of audit by sending e-mail to …@choiceqr.com;
  5. each Party shall cover its own costs connected with an audit.
LIABILITY
1. Parties’ liability, including their liability with regard to personal data obligations, is governed by the Main Agreement.
DURATION OF THE AGREEMENT AND TERMINATION OF THE AGREEMENT
1. This Agreement is concluded for the duration of the Main Agreement. This is without prejudice to the obligations arising from Art. 1.5 of this Agreement.
2. Choice is entitled to terminate the Agreement in writing with a notice period of 30 days from the delivery of the notice if the relevant state administration body (in particular, the supervisory authority) makes a final decision to impose remedial measures for a breach of obligations in the processing of personal data by the Independent Controller.
3. Creation of the right to terminate this Agreement pursuant to Art. 7.2 of this Agreement at the same time gives rise to the right of Choice to terminate the Main Agreement or a part thereof to the extent resulting from the decision of the administrative authority with a notice period pursuant to Art. 7.2 hereof, even if the Main Agreement provides otherwise.
COOPERATION OF THE PARTIES
1. The Parties undertake to cooperate with each other and to provide each other with information necessary for the performance of their obligations under this Agreement, or obligations arising from legal regulations relating to the protection and processing of Personal Data. As soon as a Party discovers a Personal Data breach, it shall report it to the other Party without undue delay.
2. In order to ensure mutual cooperation and information of the Parties, to provide the necessary documents, documents and outputs, the Parties shall appoint representatives (“Contact Persons”). Changes to the data relating to Contact Persons shall be notified to the other Party by the relevant Party in writing or electronically, stating the effective date of such changes.
FINAL PROVISIONS
1. This Agreement is concluded on the day of its signature by the last of the Parties, or on the day of acceptance (binding) of the Terms by the Independent Controller.
2. Relations arising from the Agreement and relations not expressly regulated by the Agreement are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code, and the GDPR. The Parties agree that commercial practices do not take precedence over any provisions of the law, including provisions of the law that do not have coercive effects.
3. The Parties undertake to settle any disputes that may arise between them in connection with the implementation or interpretation of this Agreement by negotiation and mutual agreement. If the dispute in question cannot be resolved by mutual agreement of the Parties, such dispute shall be submitted to the courts chosen according to the Main Agreement.
4. If any provision of this Agreement is or becomes invalid or otherwise ineffective or apparent to the Parties, the invalidity or ineffectiveness or apparent nature of such provision shall not mean the invalidity or ineffectiveness or apparent nature of this Agreement as a whole or any of its other provisions, provided that such invalid, ineffective or apparent provision can be separated from the rest of the content of this Agreement in accordance with the law. The Parties undertake that without undue delay after discovering the reason for such invalidity or ineffectiveness or appearance, they shall, on the basis of mutual negotiations initiated by any of them, replace such invalid or ineffective or apparent provision with a valid and effective provision that will most faithfully correspond to the essence of the meaning of the originally invalid or ineffective or apparent provision.
5. The following Appendices are incorporated into this Agreement:
  Appendix A – Specification of Personal Data Processing

Appendix A – Specification of Personal Data Processing

This appendix serves to determine what Personal Data, for what purpose, for what period and in what manner the Independent Controller and Choice process Personal Data, as well as to determine other conditions under which the processing takes place. The corresponding field will be filled with an “X” symbol.

TYPES AND CATEGORIES OF PERSONAL DATA
The Controller and Choice separately process the following types and categories of Personal Data:
1. Name and surname
2. E-mail address and phone number
3. Delivery address
PROCESSING TIME
The Independent Controller and Choice process, separately, the above-mentioned categories of Personal Data for the entire duration of the Agreement.
PURPOSE OF PROCESSING
The Independent Controller and the Choice process separately the above categories of Personal Data for the purpose of performing the Main Agreement as a whole.
CATEGORIES OF DATA SUBJECTS
The Independent Controller and Choice process, separately, Personal Data of the following data subjects:
customers and parties interested in services of Choice

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