+447700181633
TERMS OF USE OF THE SERVICES OF THE CHOICE APPLICATION
FOR PARTNERS
- INTRODUCTORY PROVISIONS AND DEFINITIONS
1.1. These terms of use of the services of the Choice Application (hereinafter the “Terms”) are issued by:
the company Choice QR s.r.o., Company ID: 09517600, with its registered office at Na příkopě 857/18, Nové Město, 110 00 Prague 1, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, file no. C 337491
(hereinafter the “Operator“).
1.2. These Terms govern the mutual rights and obligations between the Operator and the Partner in the brokering of Brokered Contracts through the Choice Application, as well as other rights and obligations of the contracting parties. These Terms form an integral part of the Agreement and are binding on the Partner upon completion of the Registration.
1.3. Unless the context indicates otherwise, the following words and expressions used in these Terms shall have the following meaning:
1.3.1. „Choice Application“ is a technical solution, i.e. a computer program or application named Choice, the main purpose and function of which is to enable Users to browse, order and purchase the Products of the Operator’s Partners and to broker the conclusion of a purchase contract regarding the respective Products with the User, or the brokering of delivery services, as well as making a reservation of a place with the Partners, managing marketing for the Partners, as well as brokering the communication of the Partners with Users.
1.3.2. “Copyright Act” is Act No. 121/2000 Coll., on copyright, on rights related to copyright and on amendments to certain acts, as amended.
1.3.3. “Price List” is the Operator’s price list, available in its current form at all times at https://choiceqr.com/ and forming an integral part of the Agreement with the Partner.
1.3.4. „Partner“ is an operator of a restaurant or other establishment providing gastronomic services, or another partner (a natural person or legal entity engaged in business) whose Products are offered and sold through the Choice Application on the basis of the Agreement.
1.3.5. “Terms” means these terms of use of the services of the Choice Application.
1.3.6 “Sales Price” is the price for the Partner’s Products (including VAT) purchased by the User on the basis of a Brokered Contract according to the data recorded by the Choice Application.
1.3.7. “Products“ means the products and services of the Partner offered and sold by the Partner through the Choice Application to Users for the purpose of direct and immediate consumption, on the basis of a Brokered Contract.
1.3.8. „Operator“ is the company defined in Article 1.1 of these Terms.
1.3.9. “Civil Code” is Act No. 89/2012 Coll., the Civil Code, as amended.
1.3.10. „Registration“ means the electronic registration of the Partner in the Choice Application duly completed by filling in at least the mandatory registration data and subsequently saving them in the Choice Application.
1.3.11. “Services” means the provision of the Choice Application to the Partner, which enables (i) the brokering of the conclusion of purchase or similar contracts for Products, (ii) the 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) the brokering of communication between the Partner and the User, all through the Choice Application.
1.3.12. „Agreement“ is the agreement concluded between the Operator and the Partner, the subject matter of which is in particular the provision of the Services to the Partner by the Operator and the Partner’s obligation to pay the agreed remuneration to the Operator, as well as related rights and obligations of both contracting parties. The Agreement consists of at least these Terms and the Price List.
1.3.13. “User” is a natural person or legal entity using the services of the Choice Application and thereby concluding a Brokered Contract with the Partner.
1.3.14. “Brokered Contract” is a purchase or other contract concluded between the Partner and the User through the Choice Application regarding Products.
2. CONCLUSION AND SUBJECT MATTER OF THE AGREEMENT
2.1. The Partner’s Registration in the Choice Application is a binding offer of the Partner to conclude an Agreement with the Operator. By submitting the Registration, the Partner expresses its consent to the current wording of the Terms and the Price List.
2.2. If the Operator approves the Registration, the Operator will send a confirmation to the Partner’s e-mail address provided in the Registration; upon delivery of this confirmation to the Partner, the Agreement is concluded. The Agreement is concluded for an indefinite term.
2.3. The Agreement may also be concluded otherwise than through the Registration. The Partner acknowledges that, at the latest upon conclusion of the Agreement (if this has not already occurred earlier, for example by submitting the Registration), the Partner expresses its consent to the current wording of the Terms and the Price List.
2.4. In the event of any conflict between the Terms and the Agreement, the provisions of the Agreement shall prevail over the provisions of the Terms.
2.5. Under the Agreement, the Operator undertakes to provide the Services to the Partner and the Partner undertakes to duly and timely pay remuneration to the Operator and to fulfil the other obligations set out in the Agreement.
2.6. The Partner expressly acknowledges and agrees that the Operator does not guarantee any volume of Brokered Contracts to the Partner.
2.7. The Operator’s activity is non-exclusive, and the Operator is therefore entitled to provide Services to other persons, whether through the Choice Application or in any other manner.
2.8. The Operator makes the Choice Application, or its relevant part, available to the Partner for the purpose of managing the Partner’s profile and the Partner’s offer of Products, including their prices and other data. The Partner is responsible for the accuracy, currency and legal compliance of the data published in the Choice Application. The Partner is responsible for providing information on allergens in its offer in the Choice Application. The presentation of Products placed in the Choice Application contains, in addition to the Product designation and its price, also information on the cost of packaging and delivery of the Product that the User is obliged to pay. The presentation may also contain a more detailed description of the Product, its characteristics, sizes, availability and, where applicable, photographic depiction of the Product. The Operator reserves the right to remove a Product from the Partner’s offer in the Choice Application without prior notice to the Partner.
2.9. The Operator may decide at its discretion whether and in what order it displays and presents the Partner’s offer in the Choice Application.
2.10. The Partner undertakes to provide the Choice Application with the necessary data relating to the Brokered Contracts. The Operator is not responsible for verifying the underlying transactions represented by content in the Choice Application or for the performance or non-performance of obligations arising from such content, including payment for Products.
2.11. The Partner is solely responsible for determining the quality and quantity of the Products available through the Choice Application, in particular for the Sales Price, tax rates and other payment conditions and any information required by applicable legal regulations.
2.12. It is prohibited to publish, transmit and store in the Choice Application any content that:
a) establishes, presents, promotes, supports or in any other way refers to paedophilia, racism, fanaticism or contains pornographic material that is contrary to applicable legal regulations and is permitted only for adults;
b) is excessively violent, threatening, harassing or contains hateful material;
c) is unethical or misleading with regard to consumer protection legislation in any country, including chains or pyramids;
d) is offensive or disruptive to the privacy of persons;
e) represents a threat to the safety of persons and health, a threat to public safety or public health, a threat to national security or interference with investigations by the relevant authorities;
f) represents a threat to the security of the Choice Application or the internet, including a negative impact on the use of the Choice Application by other clients;
g) infringes the copyright of third parties, brands, patents or other rights of third parties;
h) promotes drugs, illegal gambling and the unlawful trade in weapons;
i) represents other illegal activities or incites unlawful conduct contrary to applicable legal regulations.
2.13. The Operator is entitled to use subcontractors to fulfil this agreement. The Partner notes that part of the performance of this Agreement is currently provided by Google Cloud EMEA Limited, which is governed by the Google Cloud Platform terms of service available at https://cloud.google.com/terms. The Partner confirms that it has familiarised itself with them and accepts them without reservation. The Operator shall not bear any liability for any damages or other consequences that may arise as a result of the unavailability or improper functioning of the services provided by Google Cloud EMEA Limited or by other subcontractors, as these may change from time to time due to their inadequate or improper performance.
3. SERVICES OF THE CHOICE APPLICATION
3.1. The Operator offers, through the Choice Application, in particular the services generally specified in these Terms (e.g. QR menu, QR ordering and payment, reservation system, collection point, takeaway and delivery, etc.). The Operator reserves the right to expand its offer with other specific services, the provision of which will be governed by these Terms.
3.2. The Operator may at any time change or remove any function of the Services. The Operator may notify the Partner of a material change or removal of any function; in such a case, the Partner is entitled to lodge a complaint pursuant to Article 9 of these Terms. In the event of such change or removal, the Operator shall not bear any liability.
3.3 After payment of the Partner’s first invoice, a 21-day launch period begins, during which the Partner is obliged to actively cooperate with the Operator on the commissioning of the Services (in particular to provide materials, fill in the menu, be available for implementation and training). If, for reasons attributable to the Partner, the Services are not launched within this period, the Subscription continues to run and the Partner is obliged to pay it duly. The Setup Fee under Article 5.7 remains due and non-refundable even if the Services are not launched for reasons attributable to the Partner.
3.4 The Partner is fully responsible for the acquisition and functionality of the device used to receive orders from the Choice Application. The Partner acknowledges that, for the proper functioning of the Choice Application, an iPad tablet or a Lenovo tablet with a display diagonal of at least 10” must be used as the device for receiving orders. This device must remain open to the “INBOX” page of the Choice Application with the sound on throughout the Partner’s operating hours and may not be used for any purposes other than receiving orders. The Operator is not responsible for any defects or outages of the Services caused by failure to comply with the requirements of this article.
4. BROKERED CONTRACT
4.1. Where a User submits an order for a Partner’s Product through the Choice Application, such order will be made available to the Partner through the Choice Application, or the Operator will make it available to the Partner by other means of electronic communication.
4.2. The Partner shall either confirm or reject the User’s order for the Product. Upon delivery of the order confirmation to the User through the Choice Application, a Brokered Contract is concluded between the Partner and the User.
4.3. Under a Brokered Contract, the Partner undertakes to deliver the Products to the User duly and on time, and the User undertakes to take over the ordered Products from the Partner and to pay the Sales Price for them, all at the place of delivery under the Brokered Contract.
4.4. The contracting parties to the Brokered Contract are only the Partner and the User, not the Operator.
4.5. Depending on the User’s choice and on whether the given method is currently available to the User in the Choice Application, payment of the Sales Price for the ordered Product may be made by the User using the following payment methods:
a) payment in advance before the delivery and takeover of the Product by the User: cashless payment by payment card online through the payment gateway;
b) payment upon takeover of the Product by the User: (i) cash or (ii) cashless payment by payment card at the Partner’s place upon takeover of the Product;
c) another payment method offered to the User in the Choice Application before completion of the Product order.
4.6. The Partner acknowledges and agrees that, for the purpose of activating and using cashless payments in accordance with Article 4.5(a) of these Terms, the Operator cooperates with companies that operate payment gateways. The Partner expressly agrees with the connection of the payment gateway through the Operator, as a result of which the Operator enters into a contractual relationship with the company operating the relevant payment gateway on behalf of the Partner. The Partner acknowledges and agrees that the Operator cooperates with the company Adyen N.V. (a company established and existing under the laws of the Netherlands, reg. no. 34259528, with its registered office at Simon Carmiggeltstraat 650, 1011 DJ, Amsterdam, the Kingdom of the Netherlands, hereinafter “Adyen”), which acts as a payment processor. The Partner expressly agrees with the connection of the payment gateway, as a result of which Operator, on the Partner’s behalf, enters into a contractual relationship with the company operating the relevant payment gateway. In the case of connection to Adyen, the Partner will be requested to:
a) review and accept the Adyen Terms of Service for Platforms (AfP Terms and Conditions) and the Adyen Prohibited and Restricted Product and Services list. A direct link to Adyen’s general terms and conditions, which contain these documents, is available at: https://www.adyen.com/cs_CZ/legal. The Partner acknowledges that it had the opportunity to review the terms with which it agrees before final confirmation/acceptance;
b) confirm that the agreement on the provision of payment services is concluded directly between the Partner and Adyen.
4.6a The Partner expressly agrees to the Adyen AfP terms (the “Adyen Connected Account Agreement”) and to other related Adyen documents and terms presented by the Operator or by Adyen for acceptance. The Partner acknowledges and agrees that the said Adyen terms may be subject to changes and amendments of which the Partner will be informed by Adyen.
4.6b The Partner declares and undertakes to use Adyen’s payment services made available through the Choice Application solely for the purpose of accepting payments for products and services offered by the Partner directly to its customers, in accordance with the type of business declared by the Partner during the sign-up/registration process.
4.7. The Partner acknowledges and agrees that the fees associated with connecting to and using the Adyen payment gateway (the “Payment Gateway Fees”) are charged to the Partner in accordance with the Agreement.
4.7.a. The Partner expressly agrees that the Payment Gateway Fees will be deducted from the Partner’s transactions generated through the Choice Application in the event that payments are made by cashless payment by payment card online through the Adyen payment gateway.
4.7b. For all cashless payments made online through the Adyen payment gateway, the relevant amounts corresponding to the Sales Prices paid are accumulated on a virtual account associated with the Adyen payment gateway (the “Payment Gateway Account“).
4.7c. The Partner hereby authorises the Operator to dispose of the sales prices collected on the Payment Gateway Account to the extent necessary to facilitate the agreed allocation of funds and deductions, as set out herein.
4.7d. From the Payment Gateway Account, amounts shall always once a month (or at other intervals individually agreed between the participating parties or stipulated by Adyen) be remitted on the basis of instructions from the Operator, or automatically according to Adyen’s settings:
a. to the Partner’s bank account specified in the Agreement, the amount corresponding to the accumulated Sales Prices after deduction of:
(i) poplatk fees for delivery services, related SMS notifications and any other services, where appropriate (see Articles 5.6–5.6e of these Terms);
(ii) the Subscription, if so agreed with the Partner (see Article 5.3 of these terms; and
(iii) the Adyen Technical Integration Fee (see Article 5.6a of these Terms), if it has been agreed that it will be deducted in this way;
b. nathe Operator’s bank account:
(i) the amount corresponding to the fees for delivery services, related notification SMS messages and any other services, where appropriate (see Articles 5.6-5.6e of these Terms);
(ii) the amount corresponding to the Subscription, if so agreed with the Partner (see Article 5.3 of these Terms);
(iii) the Adyen Technical Integration Fee (see Article 5.6a of these Terms), if it has been agreed that it will be deducted in this way.
4.7e. The Partner further acknowledges and agrees that the Operator is, in the event of express authorisation by Adyen, entitled to issue accounting documents for the Partner (e.g. payout report) for the Payment Gateway Fees in accordance with the relevant terms agreed with Adyen.
4.8. The Partner expressly authorises the Operator to perform the following activities on behalf of the Partner in relation to the Brokered Contract:
a) collection of the paid Sales Price from the User under the Brokered Contract, where the Sales Price is paid by cashless payment by payment card online via the payment gateway before the delivery and takeover of the ordered Product, when this price is remitted by the User to the Operator’s bank account, or to the Payment Gateway Account at the Operator’s disposal;
b) delivery of the issued income document for the Product to the User.
4.8a The Partner further expressly grants the Operator power of attorney to act on the Partner’s behalf with third parties for the purpose of authorising and implementing any integration of the Choice Application requested by the Partner or necessary for the proper provision of the Services, in particular with: (a) payment gateway providers (in particular Adyen, Stripe); (b) point-of-sale (POS) system providers; (c) delivery service providers (in particular Wolt, Bolt, Glovo, Foodora, Uber Eats); and (d) other integration partners of the Operator.
4.9. Depending on the User’s choice and on whether the given method of delivery is currently available to the User in the Choice Application, the delivery of the ordered Product may be carried out in the following ways:
a) personal collection by the User at the User’s own expense at the Partner’s establishment;
b) delivery by the Partner to a place at the Partner’s establishment (to the table) which the User has specified in the order (by scanning a QR code on the table at the Partner’s establishment);
c) delivery to a place which the User has specified in the order as the place of delivery, by the Partner or using a delivery service (transport costs may in such case be charged to the User);
d) in other ways offered to the User in the Choice Application before completion of the Product order.
4.10. 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 Users, which are available in the Choice Application (also referred to as the “User Terms”), by which the Partner is also bound in the parts that concern it. The Partner agrees that the Operator may add a service fee to an order from the User. For the avoidance of doubt, the Operator states that the service fee from the User has no impact on the settlement between the Operator and the Partner.
4.11. The Partner is solely responsible vis-à-vis the User in relation to the Brokered Contract for compliance with the relevant legal regulations governing relations with consumers arising under consumer contracts. In this respect, the Partner is obliged to familiarise itself with, among other things, the wording of the User Terms and subsequently to notify the Operator if it finds any provision in relation to the Brokered Contract to be in conflict with the relevant legal regulations governing relations with consumers arising under consumer contracts.
5. OPERATOR’S REMUNERATION AND PAYMENT TERMS
5.1. The Operator is entitled to remuneration for the provision of the Services.
5.2. The Operator’s remuneration consists of a fee for the use of the services of the Choice Application by the Partner under these Terms, which is paid in the form of the chosen subscription and the amount of which is set out in the Agreement or the Price List (the “Subscription“).
5.3. The Partner has the option of choosing a fixed Subscription for a specific period agreed in the Agreement (the “Fixed Subscription”) or a flexible Subscription for an indefinite term (the “Flexible Subscription”). In the case of a Fixed Subscription, a fixed total Subscription amount for the entire specified period is set, which the Partner may, by agreement with Choice, pay either at once in advance or monthly through regular monthly payments. In the case of a Flexible Subscription, a monthly Subscription amount per calendar month is set, which the Partner pays monthly through regular monthly payments. With the exception of a Fixed Subscription paid at once in advance, the Subscription is charged automatically throughout the term of the Agreement on a regular basis always for the upcoming calendar month, 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 monthly Subscription always on the first day of the relevant calendar month for which the Subscription is paid; VAT will be added to this amount at the rate set by the relevant legal regulations. Where the Fixed Subscription is, at the Partner’s choice, to be paid at once in advance, the Operator shall issue to the Partner a tax document (invoice) for the amount corresponding to the total Fixed Subscription for the entire specified period on the first day of the relevant period for which the Fixed Subscription is paid; VAT will be added to this amount at the rate set by the relevant legal regulations. The invoice payment term is 14 (fourteen) calendar days. The Partner may, at its choice, make payment of the Subscription based on the issued invoice by bank transfer, payment card, in cash or through the Payment Gateway Account (i.e. the Partner gives the relevant instruction to the Operator to have the Subscription payment made in this manner). The Partner expressly agrees that, in the event of the Partner’s default in payment of the Subscription, the Operator is entitled to satisfy its claim against the Partner arising from the unpaid Subscription through the Payment Gateway Account, i.e. to remit the amount corresponding to the unpaid Subscription (or part thereof) from the Payment Gateway Account to the Operator’s bank account.
5.4. The Contracting Parties may agree in writing on individual pricing and payment terms. In such case, the agreed individual terms shall prevail over the Price List.
5.5. The Operator is entitled to unilaterally change the Price List and the prices of the Flexible Subscription set out in the Agreement without the need to conclude an amendment to this Agreement. The Operator shall notify the Partner of the change before its effectiveness with the date of effect of the changes specified, at least 14 (fourteen) calendar days before the changes take effect. If the Partner does not agree to the change, it has the right to notify the Operator in writing that it disagrees with the new prices and to terminate the Agreement in writing for this reason, at the latest by the time the new prices take effect. The termination of the Agreement is, in such case, effective on the day the new prices take effect. If the Partner does not terminate the Agreement under the preceding provisions, it is bound by the new prices from the first day of their effect. In the case of a Fixed Subscription, the Partner is guaranteed a fixed total amount of the Subscription for the entire specified period (or a fixed monthly Subscription amount throughout the definite term, if the Partner decides to pay the Fixed Subscription monthly), i.e. the amount of the Fixed Subscription cannot be changed vis-à-vis the Partner throughout the agreed period.
5.6. The Operator is entitled, in addition to the Subscription, to set and demand additional remuneration for activities carried out by the Operator under or in connection with the Agreement, in particular for support and maintenance services for the Choice Application, performance of integrations, etc. The Partner acknowledges and expressly agrees that the Operator is entitled, in addition to the Subscription, to charge the Partner fees for delivery services, related notification SMS messages and any other services, if these have been provided.
5.6a. In connection with the Adyen payment services, if used by the Partner, the Partner also undertakes to pay the Operator a monthly fee for the Adyen technical integration services, which includes and covers the payment gateway fees and the technical integration fee provided by the Operator. This fee shall be in the current amount specified in the Price List, which may be unilaterally and automatically changed. This fee is stated exclusive of VAT. The Adyen technical integration services fee specifically covers costs associated with ongoing maintenance (including the costs of fees imposed on the Operator by Adyen), specialised technical support and ensuring operational continuity of the integration between the Partner’s system and the Adyen payment gateway. This integration is necessary for the Partner to be able to use Adyen’s payment services through the Choice Application. This fee will be charged for the period during which the Partner uses the Adyen integration provided through the Operator. The Adyen technical integration services fee may be automatically adjusted by the Operator to reflect changes in interbank fees resulting from the type of transactions processed through the Adyen payment gateway. The Partner will be notified of such changes in advance before they are applied.
5.6b. Fees under Article 5.6 (including the Adyen technical integration services fee), paid in addition to the Subscription, may be paid through the Payment Gateway Account, i.e. the amounts corresponding to the fees under Article 5.6 may be remitted by the Operator from the Payment Gateway Account to the Operator’s bank account, with which the Partner expressly agrees.
5.6c. The Operator may issue to the Partner a tax document (invoice) for the amount corresponding to the fees paid under Article 5.6.
5.6.d. The Partner further acknowledges that the fees for performed services paid in addition to the Subscription (e.g. SMS messages, paid reservations, vouchers, marketing services, etc.) may change from time to time and are always handled individually with the Partner.
5.6e. The Partner acknowledges and expressly agrees that it may be charged additional integration fees in the amount set by the Operator’s other integration partners (e.g. POS systems), which are entirely at the disposal of the relevant integration partner and over which the Operator has no influence. The Partner also acknowledges that the terms and prices of individual integration partners may change from time to time.
5.7 In addition to the Subscription and the fees under Article 5.6, the Operator is entitled to charge the Partner a one-off fee for the set-up and commissioning of the Services (the “Setup Fee”), in the amount agreed in the Agreement or in accordance with the Price List. The Setup Fee includes in particular the creation of the Partner’s profile in the Choice Application, the initial set-up and integration of the Services, and the onboarding of the Partner’s staff to the extent agreed in the Agreement. The Setup Fee is payable in advance based on an invoice issued by the Operator; unless agreed otherwise in the Agreement, the payment term is 14 days. The Setup Fee is non-refundable, even if the Services are not launched for reasons attributable to the Partner.
5.8 In the event of the Partner’s default in payment of any payment arising from the Agreement or these Terms (in particular the Subscription, the Setup Fee, the Adyen Technical Integration Fee or other fees under Article 5.6), the Operator is entitled to charge the Partner a contractual penalty in the amount of 0.1% of the amount due for each commenced day of default. This is without prejudice to the Operator’s other rights, in particular the right to compensation for damage and the right to set off receivables in the manner provided for in Article 7.3 or to satisfy itself from the funds on the Payment Gateway Account in accordance with Article 5.3.
5.9 If the Partner is in default with payment of any payment under the Agreement or these Terms for a period exceeding 30 days, the Operator is entitled to (i) suspend the provision of the Services pursuant to Article 7.9, and/or (ii) withdraw from the Agreement effective on the date of delivery of the withdrawal to the Partner, without being obliged to provide the Partner with any further period for remedy under Article 10.7. This is without prejudice to the Operator’s claim for the payment of receivables already due (including the supplementary payment under Article 10.9) and for compensation of damages.
6. GRANTING OF RIGHT TO THE APPLICATION
6.1. The Operator grants the Partner a non-exclusive authorisation to exercise the right to use the Choice Application, solely for the purposes of the proper use of the Services for the term of the Agreement.
6.2. The remuneration for granting this authorisation is included in the remuneration for the Services under Article 5 of the Terms.
6.3. Under no circumstances does the Partner have the right, on the basis of the authorisation granted in this manner, to grant a sublicence to any third party or to assign the authorisation to any other person. The Partner further does not have the right to reproduce the Choice Application for the purpose of its distribution, to distribute it or in any way communicate it to third parties, to lease it or to lend it.
6.4. The Partner declares that it is the sole owner or authorised user of all content (in particular texts, descriptions, photographs, logos and trademarks) that it uploads into the Choice Application, and that this content does not infringe the rights of third parties. The Partner hereby grants the Operator a non-exclusive, territorially unlimited and free of charge licence to use this content for the purposes of performing the Agreement and providing the Services (including display in the Choice Application, in the B2C application Choice APP / Choice Food, in the Operator’s marketing materials and in communications with Users). The licence fee is included in the Operator’s remuneration under Article 5. The licence shall last for the term of the Agreement and thereafter for the period necessary for the settlement of the Brokered Contracts and archiving of data under Article 7.6.
7. OTHER RIGHTS AND OBLIGATIONS
7.1. The Partner undertakes to participate in creating a good reputation for the services of the Choice Application in relation to Users, as well as potential Users. In this connection, the Partner shall in particular perform the Brokered Contract duly and on time, shall not refuse to accept Users’ Product orders without serious reason, shall handle any complaints about Products from Users duly and on time, shall not in any way discourage Users from using the services of the Choice Application, etc.
7.2. The Operator is entitled to limit or interrupt the functionality of the Choice Application or access to it for the necessary period for reasons of maintenance or repair of the Choice Application, or for another reason on the side of the Operator or a third party. The Operator is further entitled, for operational or other reasons, to change the technical solution of the Choice Application.
7.3. The Operator is entitled at any time to unilaterally set off its due and not yet due receivables against the Partner (including the indemnification obligation under Article 8.8, receivables for the price of services arising from titles other than the Agreement) against the due and not yet due receivables of the Partner against the Operator.
7.4. The Partner is not entitled to set off any of its receivables against the Operator against the Operator’s receivables against the Partner without the Operator’s written consent. The Partner is further not entitled to assign its receivables against the Operator to a third party without the Operator’s written consent.
7.5. The Contracting Parties undertake to maintain confidentiality regarding confidential information and any facts that constitute the subject matter of the contracting parties’ business secrets. Confidential information shall in particular include all information concerning the contracting parties that is the subject of protection under regulations governing intellectual property (e.g. information on information systems, know-how and their individual parts). The Contracting Parties have agreed that the Operator may communicate the above information to its business partners and subcontractors.
7.6. The Partner expressly agrees with the processing, storage, use and downloading of the data that are 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 anonymised form (e.g. for the purposes of various studies, including case studies, statistical reports, infographics, etc.). The Partner further expressly agrees that this data may be downloaded, processed and stored within the Operator’s database also after the termination of the provision of the Services, including data obtained from the relevant sources after the end of the term of the Agreement until the disconnection of the sources from which this data originates. The Partner further acknowledges and expressly agrees that, in connection with the provision of the Services, the personal data of the Partner or its representatives are processed by the Operator as a controller.
7.7. The Partner hereby grants the Operator consent to use the Partner’s designation, logo and business name (the “Designation”) by the Operator in all communication media for the purpose of advertising, in particular in the form of promotion of the Choice Application and the Services. The Partner expressly declares that it has the right to grant such consent. Where the Partner requires the Operator to comply with certain rules when using the Designation (e.g. those contained in a graphic manual for the use of the relevant Designation), the Partner must inform the Operator of these rules in writing, otherwise these rules will not be taken into account when using the Designation. The fee for the use of the Designation is reflected in the Operator’s remuneration. The Partner has the right to revoke or limit the consent to use the Designation by a written declaration delivered to the Operator.
7.8. The Partner undertakes to comply with the applicable and effective legal regulations of the Czech Republic and the European Union when using the Operator’s Services and the Choice Application, in particular the Copyright Act. Any damages that may arise to the Operator or third parties as a result of a breach of this obligation, and for which the Partner would be liable, the Partner is obliged to compensate in full.
7.9. The Operator is entitled to make the services of the Choice Application inaccessible to the Partner if the Partner breaches its obligations under this Agreement and/or legal regulations. If the Operator suspends part or all of the Services, the Partner remains responsible for all fees incurred during the period of suspension as if the Services were being provided. The Contracting Parties state that the Partner is not entitled to any compensation due to the prevention of access to the services of the Choice Application.
7.10. The Partner acknowledges that the Operator transmits to it through the Choice Application the personal data of Users using the services of the Choice Application and concluding the Brokered Contract with the Partner. The Partner further acknowledges that, in relation to the Users’ personal data, it has the position of a controller of personal data and undertakes to process this 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 (the 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 Annex No. 1.
7.11. By 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 shall always be the Operator, unless the parties agree otherwise.
7.12. The Operator is entitled to publish the Partner’s individual applications (if any) on the App Store and Google Store and to manage and update them, with which the Partner expressly agrees.
7.13. The Operator is entitled to present the Partner, or the relevant restaurant, on the Operator’s upcoming B2C application with the expected name “Choice APP \ Choice Food”, functioning as a Marketplace, where, among other things, Partners or relevant restaurants using the Choice Application will be presented, and to manage the Partner’s contact information on this B2C application, with which the Partner expressly agrees. The Partner is entitled to request the Operator at any time to remove it from the Operator’s B2C application or to hide it.
7.14. The Partner agrees to the affixing of a sticker or other promotional designation of the Operator at the entrance of its establishment and to the implementation of links to the Partner’s websites, social networks and Google account within the Choice Application, if so agreed.
7.15 The Partner expressly grants the Operator consent to manage the data on its Google Business Profile relating to the Partner’s establishment, in particular to manage opening hours, contact details, links to menus and similar operational information. The Partner is entitled to revoke this consent at any time in writing.
8. LIABILITY
8.1. The Operator is not responsible for the performance of the Brokered Contract with the User. The Operator is in this respect not responsible for the quality and origin of the Products, nor does it bear responsibility 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 matters arising from the Brokered Contracts concluded between the User and the Partner or in connection with them (including the handling of any complaints) shall be borne by the specific Partner that concluded the Brokered Contract with the User.
8.2. The Operator is not responsible for services provided by other entities, in particular operators of payment systems, payment methods, their quality, quantity or any consequences, nor for the rights and obligations associated with these services, etc. The Partner acknowledges that the Operator is not a provider of payment services or portals.
8.3. The Operator is not liable to the Partner or to any third party for any lost profits. The Contracting Parties have agreed that the anticipated amount of the actual damage caused by the Operator to the Partner from a single damage event shall not exceed and is limited to the amount corresponding to the amount paid for the provided Services in the monthly accounting period preceding the monthly accounting period in which the relevant damage event occurred. For the avoidance of doubt, the Partner’s liability is unaffected; no limitation of liability shall apply, in particular, to the Partner’s obligations under Article 8.8.
8.4. In the event of technical malfunctions of the Choice Application or the relevant payment gateway, the Operator shall make every effort to remedy these malfunctions. The Partner is not, however, entitled to demand from the Operator in this connection any compensation, including for lost profit.
8.5. The Operator shall make every effort to maintain the integrations of the Choice Application with third-party products (e.g. POS systems, delivery services, etc.). The Operator does not, however, bear responsibility for any malfunctions or errors arising on the side of these products, caused by third parties or arising in the course of the integration.
8.6. The Operator further shall not bear responsibility if:
a) unauthorised access to the Services occurred which led to the change, deletion, destruction, damage, loss or non-storage of content;
b) the event was caused by an internet access problem or related issues outside the demarcation point of the Services;
c) the Partner does not comply with the required configurations for use of the Services or enters incorrect data;
d) unlawful or illegal use of the Services occurred (including use in breach of this Agreement).
8.7. The Partner declares, warrants and undertakes that throughout the term of the contractual relationship with the Operator:
General eligibility and lawfulness
a) it shall be entitled to carry out its business activity in compliance with the legal regulations of the Czech Republic and the relevant jurisdictions in which it operates;
b) its products and services offered through the Choice Application shall not infringe the rights of third parties, applicable legal regulations or good morals;
c) it shall not use the payment services for money laundering, financing of terrorism, circumvention of sanctions regimes or any other criminal or unlawful activity;
d) it is not, and during the term of the contract shall not be, the subject of sanctions lists (EU, UN, OFAC or other relevant sanctions regimes);
KYC and registration data
e) all information provided during registration and within the KYC (Know Your Customer) process is, and throughout the term of the contract shall be, true, complete and up to date, including identification data, data on beneficial owners, bank details and data on the nature of the business;
f) it shall, without delay and no later than within 5 working days, inform the Operator of any change in the data relevant for payment services, in particular changes of registered office, executives, beneficial owners, bank account, type of business or scope of the offered assortment;
g) upon the request of the Operator or Adyen, it shall, without undue delay, provide all additional KYC documents and information that may be required in accordance with applicable regulations or card scheme rules;
Scheme Rules a compliance
h) when using the payment services made available through the Choice Application, it shall comply with: (i) all rules, regulations and operating procedures of the card schemes, in particular Visa and Mastercard (the “Scheme Rules”); (ii) the Adyen list of prohibited and restricted products and services (available at https://www.adyen.com/legal/list-restricted-prohibited); (iii) all applicable legal regulations relating to the acceptance of payments, consumer protection and AML/CFT;
i) it shall use the payment services exclusively for products and services corresponding to the type of business declared at registration and the assigned MCC code (Merchant Category Code), and shall not, through the payment services, sell or make available any products or services that have not been approved during onboarding or that fall on the list of prohibited or restricted items under Adyen or the Scheme Rules;
j) it shall not allow third parties to use the payment services made available through it, resell access to the payment method or otherwise make it available to persons who are not the Partner’s end customers;
Chargebacks
k) it acknowledges that it bears full financial responsibility for all chargebacks and refunds arising from transactions executed in favour of the Partner, regardless of the reason for their origin, and that the Operator is entitled to automatically deduct these amounts from the Partner’s funds (settlement) or to demand them on first request;
Cooperation
l) upon the Operator’s first request, it shall provide all reasonable cooperation in the investigation of any breach, suspected fraud, breach of Scheme Rules or other irregularities relating to the Partner’s transactions, including the submission of the requested documents and information within the period set by the Operator, but no longer than 5 working days from the request;
m) in the event of an investigation by Adyen, the card schemes, a regulator or another competent authority, it shall provide the Operator and the affected persons with full cooperation, including making internal records, communication with customers and other relevant materials available.
8.8. The Partner promises and undertakes to indemnify and defend the Operator and its affiliated persons (jointly the “Indemnified Persons”) from any damages, fines, penalties, chargebacks, refunds, costs (including the costs of legal representation) and other liabilities (the “Losses”) that arise or may arise to the Indemnified Persons in connection with:
a) a breach of any representation, warranty or undertaking of the Partner under Article 8.7 of these Terms;
b) the Partner’s act or omission in relation to payment services, including cases where such act or omission gives rise to the Operator’s liability towards Adyen N.V. or any third party;
c) chargebacks and refunds attributable to the Partner’s transactions, regardless of the reason for their origin;
d) fines imposed by Adyen, card associations (Visa, Mastercard, etc.) or regulatory authorities as a result of the Partner’s act or omission;
e) sanctions, administrative or other fines imposed by any competent authority in connection with the Partner’s activity;
f) any third-party claim (including the Partner’s customers) arising from the Partner’s products, services or activity.
8.9. The Partner is obliged, upon the Operator’s first written request, to pay all Losses that the Operator has paid, is obliged to pay or is at risk of being obliged to pay. The maturity of such payment is 5 calendar days from the delivery of the request. The request must contain a quantification of the requested amount and a brief description of the factual basis.
9. COMPLAINTS AND NOTIFICATIONS
9.1. Complaints concerning the services, including notifications of unlawful activity or unlawful content, may be sent to the following e-mail: [email protected].
9.2. A complaint or notification must contain:
9.2.1. the name of the natural person or the name of the legal entity;
9.2.2. the e-mail address, except in the case of a report on information considered to be related to any of the criminal offences referred to in Articles 3 to 7 of Directive 2011/93/EU;
9.2.3. the telephone number;
9.2.4. a precise description of any irregularities in the provision of the Services and the date of occurrence, i.e. a clear indication of the precise electronic location of such information, such as the precise URL or URLs, and, where necessary, additional information enabling the identification of the unlawful content adapted to the type of content;
9.2.5. in the case of a notification of unlawful content: a sufficiently substantiated explanation of the reasons why the natural or legal person believes that the information in question is unlawful content;
9.2.6. in the case of a notification of unlawful content: a statement confirming that the natural or legal person submitting the notification is in good faith that the information and assertions contained therein are accurate and complete.
9.3. The complaint must be submitted within one month from the day on which the Service was provided incorrectly, or from the day of delivery of the invoice that contains the irregularity.
9.4. The Operator shall assess complaints and notifications and provide the Partner with a decision within 30 days from the day of receipt of the complaint or notification, unless the complaint or notification is not submitted in the manner set out in these Terms. In such case, the period for the assessment of the complaint or notification shall begin to run on the day on which the missing information is provided to the Operator.
9.5. The Operator shall provide all affected recipients of the Services with a clear and specific position on any of the following restrictions imposed on the ground that the information provided by the recipient of the Service is unlawful or incompatible with these Terms:
9.5.1. any restrictions on the visibility of specific items of information provided by the recipient of the Services, including removal of content, prevention of access to content or demotion of content;
9.5.2. suspension, termination or other restriction of monetary payments;
9.5.3. suspension or partial termination of the provision of the Services;
9.5.4. suspension or termination of the recipient’s account.
9.6. The position must contain the information referred to in Article 17.3 of Regulation (EU) 2022/2065 of the European Parliament and of the Council – the Digital Services Act.
9.7. In complex cases, the period set out in Article 9.4 above may be extended to 45 days.
9.8. The Partner may appeal against the decision referred to in Article 9.4 above, within 14 days, to the e-mail address [email protected] with the subject line “Appeal” and the designation of the decision.
10. FINAL PROVISIONS
10.1. All relationships arising from the Terms and Agreements are governed by the law 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 any doubt, it is determined that this article shall apply also where the Operator is an entity with its registered office outside the Czech Republic.
10.2. 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, valid and effective provision, which best corresponds in its content and meaning to the content and meaning of the original provision.
10.3. The Operator is entitled to unilaterally change and amend the wording of these Terms. The Operator shall notify the Partner of a change to the Terms at least 14 (fourteen) days before its effectiveness, with the date of effect of the changes specified, by displaying a notice in the Choice Application or via the Partner’s e-mail. If the Partner does not agree to the change of the Terms, it has the right to notify the Operator in writing that it disagrees with the new wording of the Terms and to terminate the Agreement in writing for this reason, no later than the time the new Terms take effect. The termination of the Agreement is, in such case, effective on the day the new Terms take effect. If the Partner does not terminate the Agreement under the preceding provisions, it is bound by the new Terms from the first day of their effect.
10.4. In the case of a Flexible Subscription, the contracting parties are entitled to terminate the Agreement for any reason or even without giving a reason. The notice of termination must be in writing and must be delivered to the other contracting party. Unless otherwise stated below, the notice period is 3 (three) calendar months and starts to run on the first day of the calendar month following the month in which the notice was delivered to the other contracting party.
10.5. Where the Partner has chosen the Flexible Subscription and at the same time uses the Choice QR Service consisting in the option of paying at the table using QR codes, the Partner may terminate the Agreement with a notice period of 6 (six) calendar months, which starts to run on the first day of the calendar month following the month in which the notice was delivered to the other contracting party. During this notice period, the Partner may not remove the QR codes from the tables, nor switch off the relevant integration in the Choice Application.
10.6. In the case of a Fixed Subscription (the Agreement concluded for a definite term), the Agreement cannot be terminated without giving a reason.
10.7. The contracting parties are entitled to terminate the Agreement with a 30-day notice period if a material breach of the Agreement occurs by the other contracting party and if the breach is not remediable or has not been remedied by the other party within 45 (forty-five) days, but in both cases (even if the breach is non-remediable) only after the delivery of a written notice setting out in detail the nature of the breach.
10.8. The Operator is entitled to terminate this agreement with immediate effect from the delivery of the notice of termination without giving a reason.
10.9. Where the Partner has chosen the Fixed Subscription, in the event of early termination of the Agreement (i.e. before the expiry of the agreed definite term) by the Partner and/or for reasons attributable to the Partner (e.g. as a result of a breach of obligations by the Partner):
(a) it is not possible to demand the return of the Subscription already paid or any part thereof (where the Subscription was paid at once in advance for the entire definite term);
(b) the Partner is obliged, without undue delay, to pay in a single payment the remaining amount of the total Subscription agreed for the entire definite term (where the Subscription was paid monthly), i.e. the difference between the total amount of the Subscription for the definite term and the sum of the monthly amounts already paid, on the basis of an invoice issued by the Operator;
(c) the Partner is obliged, without undue delay, to pay in a single payment an amount corresponding to the anticipated amount of the fee for the technical integration services Adyen for the remaining period of the entire definite term, the amount of which shall be calculated as the product of the average daily value of the Adyen technical integration services fee paid to date and the number of remaining days until the end of the definite term, on the basis of an invoice issued by the Operator, and only on condition that the Partner used the Choice QR Service consisting in the option of paying at the table using QR codes;
(d) Choice is entitled to demand compensation for damage exceeding the amount of the determined supplementary payment.
10.10. In the event that these Terms are drawn up in multiple language versions, the Terms drawn up in the English language shall prevail and, in the event of conflicts between language versions, shall take precedence over the other language versions of these Terms.
10.11. The Operator designates as the sole point of contact: [email protected], which shall enable:
a) the Partner direct and rapid communication with the Operator;
b) the authorities of the Member States direct and rapid communication with the Operator.
10.12. These Terms enter into force and effect on 1.06.2026
ANNEX NO. 1 – Personal Data Processing Terms
These data processing terms (also referred to as the “Processing Terms”) regulate the rules relating to the processing of personal data in accordance with 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 (also referred to as the “GDPR”). The Processing Terms regulate the rights and obligations of the Operator as the processor of personal data and of the Partner as the controller of personal data.
Capitalised terms have the same meaning as the terms set out in the Agreement, unless otherwise specified in these Processing Terms.
These Processing Terms form part of the terms and conditions / annex to the agreement concluded between the Operator and the Partner and apply to the Choice Application (the “Agreement“).
Where the Operator acts as a controller in relation to certain personal data (e.g. data of Users for the purposes of ensuring the contractual relationship), it provides information on the processing of personal data through separate information on the processing of personal data published on the Operator’s website: https://choiceqr.com/privacy-policy/.
- INTRODUCTORY PROVISIONS
1.1 Relation to the Agreement. On the basis of the Agreement, the Operator provides the Partner with access to the Application and related services for restaurants (e.g. online orders, reservations, QR payments, CRM, loyalty programme, marketing tools, notifications and the administration interface). Within the provision of the Services, the Operator will process personal data in particular about (i) the Partner’s customers/guests (Users who place orders, reservations or make payments), and (ii) users of the Partner’s account (employees and other authorised persons who manage the account and handle orders in the administration panel).
1.2 Authorisation to process. By concluding the Agreement, the Partner authorises the Operator to process the personal data of data subjects within the performance of the Agreement. The Operator processes the personal data for the Partner on the basis of the Partner’s instructions and to the extent necessary for the proper performance of the Operator’s obligations arising from the Agreement and the partial agreements concluded by the Contracting Parties in accordance with the Agreement.
- PURPOSE AND NATURE OF THE PROCESSING OF PERSONAL DATA
2.1 Purpose of the processing of personal data. The Provider will process personal data only in accordance with applicable legal regulations and for the purpose of:
a) providing the Services to the Partner and ensuring their functions (e.g. management of orders, reservations and payments, maintaining a customer database/CRM, loyalty programme, operation of marketing tools to the extent of the Partner’s settings, data exports, management of access and authorisations);
b) sending transactional and operational notifications on behalf of the Partner (e.g. confirmation/status of a reservation or order, organisational messages relating to the provision of the service) via e-mail/SMS/push, where this functionality is activated;
c) providing customer and technical support, resolving incidents and remedying errors, including access of the Operator’s authorised persons to the Partner’s interface to the extent necessary (e.g. when escalating a request);
d) carrying out basic reporting and analytics for the Partner within the Services (e.g. statistics on orders, use of features), to the extent necessary for the performance of the Agreement and the Partner’s instructions; and
e) fulfilling written instructions issued by the Partner and fulfilling the legal obligations imposed on the Operator by EU law or the law of a Member State.
2.2 Nature of the processing of personal data. The Operator will, for the fulfilment of the above purposes, process personal data in electronic and automated form, with the subject of the processing being:
a) collection;
b) storage;
c) use;
d) organisation or arrangement;
e) structuring or combination;
f) restriction;
g) erasure or destruction;
h) as further follows from the purpose of the processing under Article 2.1 of these Processing Terms.
3. DURATION OF THE PROCESSING OF PERSONAL DATA
3.1 Period of processing. The Operator will process personal data for the term of the Agreement, or for the period necessary for the provision of the services.
3.2 Handling of data after termination of the contractual relationship. After the termination of the contractual relationship established by the Agreement, the Operator shall, in accordance with the Partner’s instructions, either erase the personal data or return it to the Partner (this functionality being made available to the Partner in the form of an export in the Choice Application). Unless otherwise specified by the Partner’s instruction, the Operator shall, after termination of the Agreement, retain the Partner’s account with personal data for a period of 1 (one) year for the purposes of any reactivation of the account. If the account is not reactivated, the Operator shall erase or anonymise the data, unless prevented by a legal obligation of the Operator, or unless the Operator acts as a controller of personal data in respect of such personal data.
- TYPES OF PERSONAL DATA
4.1 Types of personal data. The subject of processing under these Processing Terms may in particular be the following personal data (always to the extent that the Partner makes them available to the Operator and as follows from the settings of the Services):
a) identification data of the Partner’s customers/guests (in particular first name and surname);
b) contact details of the Partner’s customers/guests (in particular e‑mail, phone number);
c) data on orders and reservations (e.g. order/reservation number, content of the order, value of the order, date and time, number of persons, where applicable the delivery address, history of orders);
d) data related to the loyalty programme and marketing (e.g. information on subscription to the newsletter, points/bonuses, used promotional codes, preferences, feedback/reviews);
e) data from technical support (e.g. content of the communication, request identifier, notes on the resolution);
f) user data and activity logs of the users of the Partner’s account (in particular the user’s e‑mail/phone, role and authorisations, audit records of access and activities in the administration panel);
g) technical data necessary for the operation and security of the Services (e.g. IP address, device/session identifiers, logs, error and performance records).
5. CATEGORIES OF DATA SUBJECTS
5.1 Categories of personal data. Personal data shall relate to the following categories of data subjects:
a) the Partner’s customers/guests (Users who place an order, reservation, payment);
b) users of the Partner’s account (employees and other authorised persons of the Partner who use the administration panel and related applications);
c) employees and other workers of the Partner whose data the Partner enters into the Services (e.g. for management of access);
d) where applicable, other persons whose personal data are entered into the Services by the Partner or Users (e.g. within support or notes), always according to the Partner’s settings.
e) where applicable, other persons whose personal data are entered by the Partner’s users into the Choice Application (e.g. within an example, a request or an attachment).
6. RIGHTS AND OBLIGATIONS OF THE PARTIES
6.1 Statement of the Provider. The Operator declares and undertakes that:
a) if it becomes aware of a breach or threatened breach of the security of personal data, accidental or unlawful destruction, loss, alteration or unauthorised disclosure of or access to processed personal data, it shall, without delay, but no later than within 48 (forty-eight) hours, inform the Partner in writing and describe the security risk arising or threatening as best as possible, providing the Partner with appropriate measures to prevent or minimise the breach of the security of the service, and shall take all necessary measures to minimise damage;
b) personal data shall be secured in accordance with Article 7 of these Processing Terms;
c) it shall ensure that the persons authorised to process personal data have committed themselves to confidentiality or are subject to a statutory obligation of confidentiality;
d) it shall process personal data only in accordance with these Processing Terms, the service provided, or on the basis of other written instructions from the Partner;
e) it shall assist the Partner in implementing and maintaining appropriate technical and organisational measures to secure personal data, in notifying personal data breaches to the supervisory authority or to the data subject, in carrying out impact assessments on the protection of personal data and in prior consultations with the supervisory authority;
f) it shall ensure cooperation with the Partner through appropriate technical and organisational measures, no later than within 14 (fourteen) days from the Partner’s request, for the fulfilment of the Partner’s obligation to respond to requests for the exercise of rights of data subjects;
g) at the Partner’s request, it shall, without delay but no later than within 14 (fourteen) days, provide all cooperation necessary to demonstrate that the personal data are organisationally and technically secured, and shall provide all cooperation in cases where an inspection by the supervisory authority is initiated at the Partner.
6.2 Requests of data subjects. If the Operator, while processing personal data, receives any request from a data subject in relation to the personal data, it shall inform the data subject to address the request directly to the Partner. The Partner is responsible for handling such request. The Operator undertakes to provide the Partner with all cooperation necessary for handling the right of data subjects.
6.3 Consent to engagement of further processors. The Partner agrees that the Operator may engage further processors in the processing of personal data. If the Operator engages a further processor in this manner, it shall ensure that they comply with the same personal data protection obligations as those set out in these Processing Terms.
6.4 Engagement of further processors. The Partner agrees that the Operator engages the following further processors in the processing of personal data:
a) MongoDB, Inc. for technical storage of data;
b) Twilio Inc. and Sendinblue as providers of a communication tool;
c) Contractors cooperating with the Operator on the basis of a cooperation agreement or other similar arrangement (a specific list shall be provided by the Operator to the Partner upon request).
6.5 Approval of further processors. If the Operator were to engage further processors with whose engagement the Partner has not previously expressed consent, the Operator shall inform the Partner in advance and allow it to raise objections to such engagement. If the Partner does not raise objections within 14 (fourteen) days from the notification of the engagement of a further processor, the Operator shall engage the further processor in the processing of personal data. If the Partner raises an objection, the Operator shall evaluate it and, if it finds it to be justified, shall not engage the further processor and in such case is entitled to terminate the provision of the Service.
6.6 Audit. The Operator is obliged to enable the Partner or a person authorised by it to inspect (including audit or inspection) compliance with these Processing Terms, in particular the obligations for the processing of personal data arising from them, and shall contribute to such inspections in accordance with the reasonable instructions of the Partner or of the inspecting person.
6.7 Audit request. The Partner is obliged to send any audit request exclusively to the Operator’s e-mail address [email protected]. Upon receipt of the audit request, the Operator and the Partner shall agree in advance on: (a) a possible date for the audit, security measures and the manner of ensuring the maintenance of confidentiality obligations during the audit, and (b) the anticipated start and duration of the audit. If no agreement is reached within 30 days from the day the request is sent, the conditions of the audit shall be determined by the Operator.
6.8 Auditor. The Operator may raise written objections to any auditor engaged by the Partner, if, in the Operator’s opinion, the auditor is not sufficiently qualified, is not independent, is in a competitive position vis-à-vis the Operator or is otherwise manifestly unsuitable. Based on the objection raised, the Partner is obliged to engage another auditor or to perform the audit itself.
6.9 Scope of the audit. Within the audit, the Partner is entitled to inspect only data and documents related to the processing of personal data carried out by the Operator directly for the Partner on the basis of the Agreement. The Partner agrees that the scope of data and documents subject to the audit is for this reason always determined by the Operator.
6.10. Partner Responsibilities. The Partner is responsible for the fulfilment of all obligations in relation to the processing of personal data, in particular for the proper informing of data subjects about the processing of personal data, obtaining consent to the processing of personal data where required, handling requests of data subjects relating to the exercise of their rights (such as the right to information, access, rectification, erasure, restriction of processing, to raise an objection, etc.).
6.11 Marketing communication. If the Operator, within the Services, ensures the sending of commercial communications for the Partner (e.g. newsletters, push notifications, campaigns to the Partner’s customers), the Partner warrants that it has a legal basis for such processing and addressing of Users and fulfils all obligations under the GDPR and Act No. 480/2004 Coll., on certain services of the information society (including the obligation to enable simple unsubscription). The Partner is in particular responsible for (i) the correctness and lawfulness of the marketing databases (including records of consents or fulfilment of “soft opt‑in”), (ii) the setting of segmentation and campaign targets, and (iii) providing the necessary information to data subjects. The Operator is not responsible for the legal assessment of the Partner’s databases and is entitled to refuse the Partner’s instruction if it would be in conflict with legal regulations.
- SECURITY OF PERSONAL DATA
7.1 Security measures. The Operator has adopted the measures set out below and undertakes to maintain them to ensure the security of the processing of personal data throughout the entire period of processing, in particular taking into account:
a) pseudonymisation and encryption of personal data;
b) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of systems and services;
c) the ability to restore the availability of and access to personal data in a timely manner in the event of incidents;
d) a process of regular testing, assessment and evaluation of the effectiveness of the measures put in place.
8. OTHER ARRANGEMENTS
8.1 Liability for the occurrence of harm. The liability of the parties, including their liability for obligations relating to personal data, is governed by the Agreement.
