GENERAL TERMS AND CONDITIONS
| Name: | DAISY spol. s r.o. | |
| Identification number (IČO): | 41195850 | |
| Registered office: | Tesaříkova 1026/13, Hostivař, 102 00 Prague 10 | |
| Branch: | Lužná 716/2, 160 00 Prague 6 – Vokovice | |
| Registration: | Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 4336 | |
| Phone: | +420 272 772 550 | |
| Email: | info@daisy.cz | |
| Website: | www.daisy.cz/ |
(hereinafter referred to as „Daisy“)
1. BASIC INFORMATION
1.1. These general terms and conditions (hereinafter referred to as the "Conditions") govern the conclusion of contracts for the provision of licenses, lease agreements for equipment, service agreements, and possibly other, unnamed contracts (collectively referred to as the "Agreement") concluded between Daisy and its customer (hereinafter referred to as the "Customer"). The Conditions also govern legal relationships related to the above, if the Agreement is concluded with reference to these Conditions.
1.2. If any provision of these Conditions is in conflict with the Agreement, the provisions of the Agreement shall apply to the extent of the conflicting provisions. The Agreement shall also be considered to include a completed order form that refers to these Conditions.
1.3. These Conditions are binding on both contracting parties, i.e. the Customer and Daisy, from the moment the Agreement is concluded between them. The provisions of these Conditions are an integral part of the Agreement.
1.4. Daisy informs that the wording of these Conditions may be changed. However, such a change does not affect rights and obligations arising before the change of the Conditions. The Customer agrees to the current wording of the Conditions each time the Agreement is concluded with Daisy.
1.5. The Customer can only be a business entity acting within its business activities. The Customer cannot be a consumer within the meaning of applicable laws.
1.6. Daisy may deviate from the information provided in these Conditions in its offer and description of goods, licenses, or services, which the Agreement is concluded for. In such a case, the different information provided in the offer, on the basis of which the Agreement is concluded, shall prevail.
2. GENERAL PROVISIONS REGARDING AGREEMENTS AND PERFORMANCE BY DAISY
2.1. The contracting parties may conclude the Agreement in any written form, including electronic and paper form. The conclusion of the Agreement usually takes place as follows:
2.1.1. The Customer may contact Daisy with a request for a specific product or service.
2.1.2. Based on the Customer's previous request, or even without it, Daisy creates a customized offer of products or services, along with all other contractual arrangements, with the Agreement being governed by these Conditions to the extent not regulated by this offer. The offer is a proposal to conclude the Agreement.
2.1.3. The Agreement is concluded by the unconditional acceptance of the offer by the Customer.
2.1.4. If the Customer submits objections or proposals for modifications or additions to Daisy's offer, the Agreement is only concluded when Daisy and the Customer fully agree on the content of the Agreement. Any further counterproposal from either party containing objections or proposals with modifications shall be considered a new offer. The expression of consent to the offer and the manifestation of intent to conclude the Agreement also includes the simple approval of the previous amendment proposal by the other party, if it is evident from the circumstances that the confirming party has also approved the other (previous) contractual conditions according to the offer.
2.1.5. The provisions of Section 1740 (3) of Act No. 89/2012 Coll., the Civil Code, as amended, regarding the acceptance of an offer with an amendment or deviation, shall not apply.
2.2. Based on the Agreement, Daisy may undertake the following obligations to the Customer:
2.2.1. Provide a license to use, in particular, a software tool or other work or its part, under conditions further regulated by the Agreement and these Conditions (hereinafter referred to as the "License").
2.2.2. Lease equipment or other items for a short period, including software tools, without providing a License at the same time (hereinafter referred to as the "Lease").
2.2.3. Provide any service, training, or other services, which may or may not be related to the License or Lease (hereinafter referred to as the "Services").
2.2.4. Provide any other performance agreed upon by the contracting parties and permitted by legal regulations (hereinafter referred to as the "Other Performance").
2.2.5. A combination of the above in points 2.1.1 to 2.1.4 (hereinafter referred to as the "Combination") (together referred to as the "Products" and each individually as the "Product").
2.3. Unless the nature of the Product excludes it, and provided that the Agreement or these Conditions do not otherwise stipulate, the provisions of these Conditions shall apply in their entirety to the regulation of rights and obligations arising from the Agreement for the provision of any Product. If this is not possible, they shall be applied as appropriate. This does not apply if it is apparent from the provisions of the Conditions or their context that such regulation applies only to certain types of Products.
2.4. Before concluding the Agreement, Daisy shall inform the Customer of the characteristics, nature, quantity, price, duration, and other aspects of the Product through the offer. The Customer may also familiarize themselves with the characteristics of the product on the website www.daisy.cz or on the pages dedicated to individual products. The information provided in the offer takes precedence over the information provided in the Conditions and on the website. The information provided in the Conditions takes precedence over the information on the website. By concluding the Agreement, the Customer confirms that they have familiarized themselves with all key characteristics of the Product, which they consider relevant for the conclusion of the Agreement.
2.5. The Customer declares that all data provided to Daisy in connection with the order of the Product, and which Daisy has included in the offer and subsequently became part of the Agreement, or in other arrangements or communication between the Customer and Daisy, are true and correct. The Customer undertakes to immediately notify Daisy of any changes to this data. Daisy expressly points out that it is not responsible for any damage, unjust enrichment, or other complications caused by the provision of incorrect or false information. The Customer acknowledges this fact. The Customer undertakes to compensate Daisy for any damage caused by providing incorrect or false information.
2.6. The Customer undertakes to accept the Product from Daisy and pay Daisy the agreed price for it. Daisy shall deliver (make available) the Product to the Customer in the manner agreed upon in the Agreement, or in any other customary manner that allows for the proper use of the Product.
2.7. The Customer undertakes to provide Daisy with all necessary cooperation in the provision of performance under the Agreement.
2.8. If Daisy discovers an obstacle on the part of the Customer during the provision of performance under the Agreement that prevents the proper provision of performance and the Customer does not remove it within 10 days from the date of notification of the obstacle, Daisy is entitled to withdraw from the Agreement.
3. CERTAIN TYPES OF PRODUCTS
3.1. In addition to the possibility of agreeing on a "turnkey" Product in the Agreement, Daisy offers the following types of Products:
3.1.1. Custom calculations of power distribution networks (hereinafter referred to as "Custom Network Calculations"
3.1.2. DAISY Maintenance (hereinafter referred to as "Maintenance").
3.1.3. Computing workplace (hereinafter referred to as "Computing Workplace").
3.2. More specific conditions for the provision of each of the Products under paragraph 3.1 (in particular, the duration of provision, number of hours, form, and all components of the Product, etc.) may vary depending on the conditions agreed upon by the contracting parties in the Agreement.
4. ADJUSTMENT OF THE "CUSTOM NETWORK CALCULATIONS" PRODUCT
4.1. The provisions of this Article 4 apply only to the Custom Network Calculations Product defined above in point 3.1.1.
4.2. The Custom Network Calculations Product includes:
4.2.1. Services consisting of network calculations performed by Daisy for the Customer, according to the Customer's specifications, using Daisy's own equipment.
4.2.2. The Custom Network Calculations Product usually includes:
4.2.2.1. Initial consultation.
4.2.2.2. Receipt and clarification of data for the order.
4.2.2.3. Creation of a study (network model).
4.2.2.4. Performance of calculations.
4.2.2.5. Resolution of issues in input data (in cooperation with the Customer).
4.2.2.6. Creation of output documents (network diagram, protocols including a reprint of input data).
4.3. Further conditions for the provision of the Custom Network Calculations Product depend on the complexity of the specific order and will be specified in the Agreement between the parties.
5. ADJUSTMENT OF THE "MAINTENANCE" PRODUCT
5.1. The provisions of this Article 5 apply only to the Maintenance Product defined above in point 3.1.2.
5.2. The Maintenance Product includes:
5.2.1. Providing software updates for the Software to which Daisy has provided the Customer with a License, including any fixes, whenever Daisy or another software publisher issues such an update or fix.
5.2.2. Providing software enhancements made by Daisy or another software publisher during the development of the Software.
5.2.3. Repairing significant Software errors identified by the Customer, where significant errors are those that prevent the use of the Software for its main purpose.
5.2.4. Access to technical support from Daisy.
5.2.5. The ability to propose modifications and additions to the Software to Daisy.
5.2.6. The ability to request beta versions of new software or updated Software, or other versions not yet released to the market, for testing purposes.
5.3. The release of updates, fixes, and enhancements to the Software is at Daisy's discretion, and Daisy does not guarantee that such steps will be taken unless it deems it necessary.
5.4. Daisy is not bound by the proposals under point 5.2.5. Daisy is also not obliged to comply with requests under point 5.2.6.
5.5. Unless otherwise agreed in the Agreement, the Maintenance Product is provided for a period of 12 months. The parties may extend this commitment by mutual agreement, even repeatedly.
5.6. The price of the Maintenance Product will be agreed upon in the Agreement, taking into account the Software and its content.
5.7. The Maintenance Product does not include an increase in the number of Software Modules or the provision of new Software functionalities related to Software Modules for which the Customer does not have a License.
5.8. The parties may modify the content of the Maintenance Product in the Agreement.
6. ADJUSTMENT OF THE "COMPUTING WORKPLACE" PRODUCT
6.1. The provisions of this Article 6 apply only to the Computing Workplace Product defined above in point 3.1.3.
6.2. The Computing Workplace Product includes:
6.2.1. Rental of hardware and software equipment for power distribution network calculations, specifically a separate workplace equipped with a computer with:
6.2.1.1. Grizzly Professional software or other agreed-upon software.
6.2.1.2. OpenOffice.org office suite, including a text editor, spreadsheet, drawing programs, presentation software, etc.
6.2.1.3. The ability to transfer data via USB.
6.2.1.4. A color laser printer with a maximum print format of A3.
6.2.1.5. Internet connection.
6.2.2. The option to use technical and other consultations by authorized personnel at the place of provision of the Product. The time spent on technical and other consultations is charged the same as the time spent using the workplace (rental).
6.3. Further conditions for the provision of the Computing Workplace Product depend on the complexity of the specific order and will be specified in the Agreement between the parties.
7. ADJUSTMENT OF LICENSES
7.1. If Daisy provides the Customer with any license under the Agreement, whether expressly or effectively, in particular a license to use software tools under these Terms and Conditions, the following scope of the license applies unless otherwise expressly provided in the Agreement or these Terms and Conditions:
7.1.1. The Customer is not entitled to grant any sublicenses.
7.1.2. The Customer is not entitled to transfer the license to a third party.
7.1.3. The license is non-exclusive.
7.1.4. The Customer is entitled to use the licensed Product or any part thereof exclusively for its own purposes and only for the purposes for which the Product or its part is intended.
7.1.5. No rights of the database provider are transferred to the Customer.
7.1.6. The Customer is not authorized to:
7.1.6.1. Publish the licensed Product.
7.1.6.2. Modify the licensed Product in any way.
7.1.6.3. Process the licensed Product, including submission.
7.1.6.4. Combine the licensed Product with another work.
7.1.6.5. Include the licensed Product in a composite work.
7.1.6.6. Attribute the licensed Product under its own name.
7.1.6.7. Complete the licensed Product or its part if it is not finished.
7.2. Unless otherwise agreed, the License is granted for an unlimited period. The License does not include updates or fixes to the Software, even in the event of a change in circumstances (e.g., changes in legislation) resulting in a significant reduction in the functionality or usability of the Software or its complete exclusion.
7.3. Unless otherwise agreed, the Customer is only authorized to use the Software on one device in real-time. The Customer is not authorized to use the Software on multiple devices simultaneously.
7.4. The License is granted solely for network calculations and the use of other functionalities of the Software performed for the purpose of use within the territory of the Czech Republic. Without prior written consent from Daisy, the Customer is not authorized to use the Software for network calculations and other actions for purposes outside the territory of the Czech Republic. The Customer is authorized to use the Software outside the territory of the Czech Republic, but only for network calculations and other functionalities of the Software intended for use within the territory of the Czech Republic.
7.5. The Customer acknowledges that if they violate the License conditions, especially the conditions under sections 7.1, 7.3, and 7.4, Daisy may, according to Section 40(4) of Act No. 121/2000 Coll., on Copyright, seek compensation for lost profit in the amount of the fee that would be customary for obtaining such a license at the time of unauthorized handling of the work, and the return of unjust enrichment in the lump sum of twice the fee that would be customary for obtaining such a license at the time of unauthorized handling of the work.
8. DAISY'S LIABILITY, WARRANTY
8.1. If the use of any Product provided by Daisy, especially the Software, causes any harm to the Customer or a third party, or results in unjust enrichment, Daisy is not liable for such harm or unjust enrichment and expressly excludes liability for such reasons. The Customer accepts this.
8.2. If Daisy expressly agrees with the Customer in the Agreement that it provides a warranty for the Product, Daisy guarantees that the Product or a specific part thereof will retain certain functions or performance for a certain period of time under normal use. The duration of the warranty and the functions or performance covered by the warranty are regulated by the Agreement.
8.3. If the Customer and Daisy have not agreed otherwise in the Agreement, Daisy does not automatically provide any rights to the Customer for defective performance. This is the purpose of Product Maintenance.
8.4. If the Customer, who is entitled to rights from defective performance, warranty, or who also subscribes to Product Maintenance, discovers any defect on the Product that prevents its proper use, they shall notify Daisy using the following contacts:
8.4.1. By mail to the address Lužná 716/2, Prague 6 - Nové Vokovice; or
8.4.2. By email to the address support@daisy.cz; or
8.4.3. By phone at +420 724 100 606.
PFor a faster response from Daisy, we recommend contacting them by phone or email.
8.5. If the Customer subscribes to Product Maintenance or if the Agreement includes Daisy's liability for defects, the following applies:
8.5.1. The availability of the Software for which Daisy is responsible will be specified in the Agreement; otherwise, Daisy does not guarantee availability.
8.5.2. The time within which Daisy is required to respond to reported defects will be specified in the Agreement; otherwise, Daisy is not bound by such a deadline.
8.5.3. Critical defects are considered to be defects that render the entire Software unavailable.
8.5.4. Moderately severe defects are defects that cause the non-functionality of key features of the Software.
8.5.5. Non-severe defects are those that do not jeopardize the functionality or key features of the Software.
9. PROTECTION OF PERSONAL DATA
9.1. Daisy processes the Customer's personal data in accordance with applicable Czech laws and European Union laws.
9.2. The Customer acknowledges that they are obliged to provide their personal data correctly and truthfully. Information on the processing of personal data by Daisy is available at https://daisy.cz/ochrana-osobnich-udaju
10. DELIVERY
10.1. The parties shall deliver all correspondence (notifications regarding the relationship between the Customer and Daisy, including any termination of the Agreement) to each other in writing via email or by registered mail through a postal service provider.
10.2. A message is considered delivered:
10.2.1. In the case of delivery by email, at the moment of its receipt on the incoming mail server; the integrity of messages sent by email may be ensured by a certificate.
10.2.2. In other cases, in accordance with generally binding legal regulations.
10.3. When delivering by email, the Customer shall deliver correspondence to Daisy at the address info@daisy.cz. Daisy shall deliver correspondence to the Customer's email address provided for this purpose or from which communication with Daisy took place prior to the conclusion of the Agreement.
10.4. When delivering by a postal service provider, the Customer shall deliver correspondence to Daisy at the address Lužná 716/2, Prague 6 - Nové Vokovice. Daisy shall deliver written or other correspondence, the nature of which does not allow electronic delivery, to the address specified in the order or to the Customer's registered office address.
11. FINAL PROVISIONS
11.1. The Customer assumes the risk of changing circumstances under Section 1765(2) of the Civil Code.
11.2. Czech general courts with jurisdiction based on Daisy's registered office address are competent to resolve disputes arising between the Customer and Daisy.
11.3. These Terms and Conditions shall enter into force on October 12, 2023.