These Terms of Services of Aptien (the "Terms") govern the mutual rights and obligations of you, service provider and supplier in respect of all contractual documents relating to the products and services, unless the contracting parties conclude an individual written agreement in accordance with the Terms.
By accepting these Terms, you agree to be bound by this document and you declare to be authorized to act on behalf of the company for which the services will be provided. The terms "You" and "Your" in this document refer to yourself as a person as well as to your company, all of its employees and other persons who will use our products and services.
Do not use our products and services if you do not agree to these Terms.
I. The Term of Agreement
You are bound by these Terms from the moment of your agreement to these Terms. You are not longer bound by them when your trial period is over or when your subscription expires or is terminated.
Agreement is valid by acceptance of these Terms once you ordered any Services or Products or once you started to use the Software.
Service provider and supplier agree to be bound by the Terms.
Terms need to enclosed and agreed in any other contract between you, Service Provider or the Supplier leading to the Services.
Order can be done electronically on domain Aptien.com where your order is accepted automatically. The order can be accepted by the other in writing, then its acceptance must be done individually.
Scope of services
The scope of the services and products is what you have set in your subscription or other contractual documents in accordance with these Terms and at price from the current price list.
Software maintenance, hosting services and basic support services are provided to You as long as your subscription is valid.
You can set the scope of services and products provided to you on a monthly basis that you can directly edit in the software administration.
You acknowledge that services, products and the scope of services may change over time.
Based on contractual documents you may also be provided with other professional services. Their scope and terms of are listed in in the Price List or are specified in the relevant contractual documents.
Software Usage Rights (License)
Granted right to use the product (license) refers to the range of products that you set in the contractual documents and is valid for valid subscriptions or for the trial period. The usage right is in accordance to the number of users, the scope of the software or range reference model according to the price list. Granted right (license) is non-exclusive, space unlimited, time-limited and non-transferable. Scope of use, is encoded in the license key (the license server).
For paid subscriptions to arise at the time of payment to the account specified in the terms of payment and is provided only for paid subscription and in accordance with these Terms.
For a trial period after first activate your account is the right for free and is time-limited for 1 month
For newly activated users, products, or software functions during your subscription you are granted use these for free for a limited time to the beginning of the following month period of your subscription.
The source code of the Software is considered confidential information. You nor any third party shall in no case be entitled to make any changes to his or attempting to get it. It is prohibited to analyze the software in any way, from source code, modify, or include it in another software. It is forbidden to distribute, lease or rent Software.
License does not include the right to authorize a third party (to give sublicense). License is not transferable to third parties and is time-limited, except for the case when the subscription is not settled in its entirety or there is a failure to comply with the present Terms.
License does not include the right to reproduce the Products, distribute, lease, or lend of the original or a copy product or its parts, or its communication to the public, or taking copies, with the exception of one copy for the backup reasons only.
You are entitled to configure the Software only in the scope allowed by the user and administrator interfaces and scope of your subscription.
You are entitled to make adjustments of purchased reference model in your sole discretion and needs.
If during the provision of other services under the Contract documents is created authorship and / or copyrights in any form, including, in particular computer programs or modules and / or if they are part of existing computer programs or modules provide the service provider to the customer a non-exclusive, non-transferable right to use the same terms as above.
You are granted a non-exclusive, non-transferable right to use the documentation you have been granted access to or that has been provided to you in some other way. With the exception of the acquisition of one backup copy for your own use, provided that at the same time to retain a copy of the designation of all rights to such documents. Trademarks, trade names or copyright, the law does not include the right to reproduce documentation, distribute, lease, or lending of the original copies of documentation or communication to the public. You are required to limit the right to access the documentation to those employees who need such access to work with the software. You are also required to keep detailed documentation as confidential.
You agree to pay the price (the "Price") for the services and products, under these conditions, price lists and the relevant contractual documents. All prices exclude VAT, the VAT will be added at the statutory rate.
For subscription You pay the price on a monthly basis:
Your first charged period is a month after your first order of the service. The very first month is a trial period. For the trial is your right to use free of charge.
After the trial period, the subscription price is calculated according to the range of services you ordered.
Your Services month-to-month subscription renews automatically each month until cancelled.
At the beginning of each subscription period your credit card will be charged (payment card, PayPal account or bank account) with amount corresponding to your range of services and you will receive a receipt via email when your card has been charged. If your card cannot be charged, your access to Services will be automatically suspended and you will need to update your card information in order to resume use.
The price to correspond to the current price list.
When you choose solution "On your server" end user will be charged a lump sum based on the valid price list. Within this amount, the end customer is entitled to on-line support for the placement and configuration of the application to its environment in the range of 1 working day. Any additional work beyond this range are also charged according to current price list.
The right to charge you arises at the beginning of a new period in the scope of services provided to you.
If you change (add or reduce) the scope of services during the month, the new price shall be fixed from the beginning of the next monthly subscription period and at its beginning will be automatically adjusted the total amount for subscription. During your monthly period you are entitled to a trial period for changed items - if you set the scope to the original value, the amount for the subscription will not change.
Charged subscription for services is not refundable. This includes situations where you do not use the service, when you use it only in part, or if you have made during the period reducing the scope subscription.
Account for monthly subscriptions is set in payment gateway for you and you do not need to be set. For an extra payment will be an account number explicitly stated in the contract documents or being agreed with the service provider.
Unless the contractual documents stated otherwise, the delivery payment terms and charges for other services that are not part of the subscription are the following:
Right of issue an invoice for services arises after services are delivered to you
You will sent an invoice and you will pay for services
Invoices are payable within 7 days from the date of delivery to you. In the invoice, to be delivered on the second working day after it is sent to the address of your residence. The invoice shall contain the statutory requirements in accordance with the legislation. In case you have an invoice contains inaccurate or incomplete information you are obliged to return it to the Contractor within 7 days of receipt including the information that defects invoice reproach. In this case, a new period runs from the date of receipt of the corrected invoice.
Payment is considered made on the date credited on the Supplier's account.
In the event of late payment, you are obliged to pay interest of 0.05% of the outstanding amount for each day of delay.
After your first order on the website you will receive on your registered e-mail address: URL address, user name and password for the administration and further instructions.
If you choose to order cloud (on-line) just log in and work
If you choose to order software operating on their own infrastructure (on-premises), you will be given a link to a downloadable software or other installation services Price List.
All subscription and trial periods are set based on the date of your initial order, regardless of whether your first use of the service.
Place of delivery of services
Software is provided as on-line services and is available to you via a web browser as a service (Software as a Service).
Customer cooperation and duties
You are obliged to
pay the price for services in a way stated in these Terms or your contract.
to follow the technical recommendations of the Provider. The Provider is not responsible for any problems caused by usage of a non-standard equipment.
If you run software on your own infrastructure (on-premises) you are also obliged to:
adhere to the operating conditions and binding written recommendations published at www.aptien.com
make sure the operating conditions of the software are met,
enable communication of the software with license server to help provide services and updates,
develop appropriate synergies and especially to allow direct and remote access software for maintenance.
You are required to provide further agreed cooperation, it is explicitly stated in the contract documents.
Errors and troubles caused by violations of your obligations do not apply to service basic maintenance. If repairs will require technical intervention of the service provider, you will be charged according to the valid price list.
Service provider shall be liable only for damage caused by breach of his obligations (obligations of the licensor) unless the damage is a result of an event of force majeure as explained in these Terms and / or unprofessional conduct of the Customer or any of his users. In this case, the service provider is obliged to pay compensation for actual damages having been probably caused by the service provider alone which needs to be confirmed by an independent expert witness. Any compensation related to the violation of these Terms by the licensor is limited to the actual damages (but not damages of loss of profits or other indirect or consequential damages, such as data loss) and the amount the licensee has actually paid for the services provided by the licensor. You are obliged to take any countermeasures in order to prevent damages.
Neither party will be liable for failure to meet any of its contractual obligations under the contract due to case of superior power. Neither party is not entitled to demand payment of the contractual penalty for breach of the obligations arising out of or related to the further specified force majeure events. An event of force majeure means an event which is beyond the reasonable control of the parties, including any unforeseen event that occurs during the execution of the contract after its conclusion, including the action or inaction of state administration and self-regulation of state agencies and local governments, terrorist attack, war conflict, civil commotion, sabotage, fire, natural disasters, epidemics, quarantine restrictions, embargoes, accidents, explosion, etc.. Upon the occurrence of an event of force majeure, the party whose performance of such an event threatens, immediately inform the other Party and shall make every effort to overcome their inability to carry out transactions. The provisions of this paragraph shall not apply to payment obligations incurred prior to the event of force majeure.
Responsibility for software and third-party products is governed by the terms of these third parties.
Warranties and Disclaimers
The Licensor warrants that, when providing the Services and products, they will make commercially reasonable efforts and apply their expertise in accordance with the contractual documents. The warranty period is identical to the contractual period of Services and products provision.
The Licensor is not liable for the uninterrupted error-free operation of third-party services and products as this is beyond the Licensor's control, such as the operation and delivery of emails, delivery of SMS and other messages, or the customer's Internet connection.
Aptien does not guarantee uninterrupted or error-free operation of services and products provided. The Licensor does not undertake to de-bug the products and services provided and to meet your requirements and expectations.
These warranties represent the sole warranties of Aptien and replace any other warranties, including warranties of satisfactory quality, merchantability, non-infringement of third party rights, and suitability of our products and services for a particular purpose arising from the circumstances.
The Licensor is by no means responsible for any problems caused by the content entered by the users or third parties, or caused by the services provided by third parties.
The Licensor is not responsible for the content resulting from the use of the Software, neither is he responsible for the content entered into any other derived application. You and your users are always responsible for the use and creation of the content. If Aptien or another related application is used to meet legislative obligations, these responsibilities can not be transferred to the licensors. Any decisions made on the basis of the content of our products are made based on the user's knowledge, experience, information and other. The software does not replace users' decision-making and the Licensor does not take over the responsibility for the users' decisions. The Software has been designed primarily to store data, it does not contain decision-making algorithms, nor does it have elements of an expert system that can replace decision-making. Only You and your users are responsible for your content, including erroneous data, incorrectly inserted data, or for data entered in a wrong way, e.g. into other than recommended fields (details), etc.
If the customer operates Software on-premises, the Service Provider is not liable for any damage caused by either a failure to follow our recommendations or violating the conditions required to run on-premise version of our Software.
In the event of any breach of service warranty, you have the right to require the repair of defective services that are violating the warranty. If the Service Provider will not be able to remedy the deficiencies in a commercially acceptable manner, you may terminate the use of the defective services and the Licensor will refund your subscription for the period following the applicable end date.
To the extent permitted by law, these warranties are exclusive and there are no other express or implied warranties or conditions, including warranties and conditions relating to software, hardware, infrastructure, cloud, systems or environments, or tradability, satisfactory quality and suitability for a particular purpose.
You represent and warrant that you are aware and agree that the Software is provided "as is" within the state you use it. You are aware and agree that any software can and usually contains some errors, defects, which corresponds to the normal business practice in the area of software. The service provider develops economically reasonable efforts leading to continuous software improvement and error elimination and released in software update. The decision, which bugs when and how will be fixed is upon a service provider.
Software Product requires communication with the license server. This communication does not include any sensitive customer data, includes only the technical details of checks license key and information about errors in the software. With this communication it is possible to debug software faster.
Privacy and confidential information
As confidential information under these conditions are considered:
your data, which means all continuous real business data, manufacturing, technical or economic nature relating to the software that have for you actual or at least potential value;
Product know-how, which means all the business knowledge, manufacturing, technical or economic nature associated with products that have actual or at least potential value;
Business information and product know-how in the offer or provided to the customer within specification menu or during the performance of the contract and the information contained in the contract documents and are not publicly available on the website www.aptien.com
As confidential information are also considered under these conditions, software source code, procedures, methodology, assessment, documentation, and all information that will be in advance marked as confidential information.
Parties undertake not to copy confidential information in whole or in part; This obligation does not apply to cases where it is necessary to repair, generating or modifying confidential information for their lawful use in accordance with these terms and conditions. The Parties shall mark each copy, including its storage medium sign which is stated in the original.
Parties undertake to deal with confidential information such as trade secrets, especially to keep them secret and take all contractual and technical measures to prevent the misuse or disclosure. Confidential information may be delegated under conditions of confidentiality only to persons who need to know such information for the purpose of performance under these terms and conditions.
Parties undertake to instruct their employees, statutory bodies, their members, subcontractors, which are disclosed confidential information about the duties withhold confidential information within the meaning of these terms and conditions.
To withhold confidential information is obligatory upon the parties for 2 years after the end of the contract.
Contracting Party that breaches any of its obligations under this Privacy and confidential information is obliged to pay to the other Party a contractual penalty in the amount of 50.000 USD for each not insignificant breach of such obligation, within fifteen days of receipt of an invoice issued to her collection. This does not affect or limit entitlement to damages.
Nothing in these Conditions or the Contract documents while not prevent or limit service provider in the commercial use of any technical knowledge, skills or experience of a general nature, which he received in the performance of this Contract, including its use in marketing activities and that is not marked as confidential information.
Suspension and Termination of Services
Services are automatically suspended if:
The subscription amount is not credited to the Service Provider. As long as the amount is not paid, your login will be disabled.
You violate the conditions, particularly the control of the license key. For the duration of breach of license conditions will block your login
Services are automatically terminated if:
The trial period expires and you decide not to use a paid subscription
Your payment delays of more than 14 days
You violate the conditions, particularly the License Key check for more than 14 days
You or service provider will announce to the other Party that is no more interested in services. It must be in writing form at least 14 days before the expiry of the agreed period. You can to terminate services in your administration in the software or by sending an e-mail email@example.com.
After the termination you will have 30 more day’s period to download your data in a CSV (comma separated value) along with the export attachments.
If the products are running on your infrastructure and there is a termination of rights of use of the products under these conditions you must delete or to ensure deletion of all copies of Products in all media you store it within one week from the effective termination. You are obliged to confirm this to the Services Provider in writing form.
If, any party violates these Terms or the Contract Documents substantially, the other party is entitled to notice the other party to fulfill its obligations. If within thirty (30) days from receipt of the announcement the party that breached the contract, shall not satisfactory steps to remedy the situation, or if, within sixty (60) days of the call, or any longer period agreed between the parties, this party does not correct the violation of the obligations, the other party may withdraw contract without depriving it of any other rights or means of redress. As a substantial breach is considered:
delay in delivery longer than 30 days,
not paid contract price or it’s part,
any breach of the license conditions, or misuse of the rights,
breach of protection confidential information.
If any party is in bankruptcy, liquidation, will be on her in receivership or is unable for other reasons to meet its financial obligations, the other party may, without depriving it of any other rights or possible redress, to withdraw from the contract. In the case mentioned above will affect you and the service provider does not withdraw from the contract, the service provider is obligated to provide benefits in accordance with the relevant contractual documents only up to the amount you paid in advance of the performance.
In the case of premature termination of the contractual relationship for whatever reason, the result is the same in terms of the termination of the right to use the Products as well as termination of any of the Services.
Withdrawal from the Contractual documents or these Terms is effective on the day of receipt of the notice of withdrawal from the contract ex-nunc, ie without retroactive effect. No refund for services actually delivered will be provided. In case of withdrawal from the contract, the licensee is obliged to pay the corresponding part of the price for the services provided up to the date of withdrawal from the contract.
Articles aiming to modify the relationship between the parties after the termination of specific contractual documents remain in full force and effect even after the termination of the Contract documents.
The contractual relationship between the parties is governed by the law of the Czech Republic. The Contracting Parties undertake to address any contradictions arising from the implementation of the contract in a fair manner and in accordance with the law and the rules of fairness.
If the dispute arising out of and in connection with this Agreement can not be settled amicably, it shall be finally settled at the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in accordance with its Rules and Rules by three arbitrators.
All notices between the Contracting Parties relating to the Contractual Documents or to be made on the basis of the Contractual Documents shall be made in writing and sent to the other Party either in person, by fax, by registered mail or by other registered postal service. Written notices delivered by electronic means, in particular e-mail, are also considered. In the case of a personal handover, fax or e-mail, notices are deemed to be received on the date they were handed over or dispatched. In other cases, the date of receipt is considered to be the third day after their proven posting.
In the case that the Contractor will begin provide services at order of the customer (in writing, by e-mail or fax) or under any other document (eg.'s Letter of intent to enter into a contract) to perform ago that, pending the conclusion of a contract for the implementation of the project, guided by the mutual rights and obligations of the parties by the terms of the supplier's offer and its potential as written clarification. For the avoidance of doubt, the Customer is instructed to start work deemed consent to the conclusion that the proper performance of the contract shall be provided in accordance with the offer and these conditions.
In case of termination of the Customer as a legal entity. Rights and obligations are not transferred under original Agreement to its legal successor.
Service provider is allowed to update, change and publish these Terms. The contractual relationship is governed by actual Terms and customer is provided with the latest version of the software.
In the case of any conflict between the contents of each of the Contract documents, the contents of a binding offer has precedence over these conditions a binding offer together with these terms and conditions shall prevail over all other Contract Documents.
For the purposes of these Conditions, the terms are defined as follows:
Services include the provision of rights of usage (license), hosting services, software maintenance services and essential support services. They may also include other services that are listed in the Price List. Any other additional services are governed by the Terms and documents must be in a specified therein.
Subscription is contractual relationship of services provided to you on regular basis. You must set the subscription in the Software. Subscription must include at least one user and it is renewed every month until the end. You are entitled only to subscription in accordance with the Terms. Within subscription you always have the latest and current version of the product. The scope of subscription you have is always given and you can change in software administration.
Hosting Services means provision of infrastructure, server, data storage and backup including the operation, care, prophylaxes, update and maintenance of the Software according to the Price List.
Software Maintenance is provided automatically and it means that the service provider continuously improves and corrects Software and you have available the most updated version at each moment. Implementation of the software or it’s customizing is not a not a part of the Service.
Basic support is provided to you to help you with software errors, failures that can be caused by maintenance (updates). You can report troubles and have technical questions via Software or to address firstname.lastname@example.org. Troubles will be recorded and Service Provider will use reasonable efforts to remove them and you will be provided with remotely troubleshooting.
Extended support is provided based on contractual documents and Price List, and may include technical support, administration of your data, customer support services, setting the Products to your needs or users support.
Maintenance of reference models means that you can download the current version of the reference model which you are entitled to use. Any implementation of reference model is not a part of the services as well as unless it is ordered separately in contractual documents.
Price s of services and products is listed on the website www.aptien.com. Service Provider reserves the right to update, change pricing list unilaterally.
Products is a general term for Software and Reference Models (the "Products").
Software is software Aptien including all individual products and not always in that version. (The "Software")
Reference model is prepared document, data content or data structure in the relevant version. It is designed for rapid filling and the subsequent customization according to its specific needs (hereinafter referred to as "reference model").
Contractual Documents are accepted orders, contracts, agreements or setup a subscription to the service in the Aptien's administration (the "Contractual Documents") under which the subscription is provided to you. Contractual documents set a relationship between you, service provider and the supplier, which is governed by these Terms and the applicable laws in their amended.
Supplier is the party of the Contractual documents which delivers or provides other services to you. The supplier may be only the service provider or contractor with a valid contract with Service Provider. List of contractors is posted on the website www.aptien.com
Customer is you. It's the party of the Contract documents which properly ordered and paid for a subscription. (Hereinafter referred to as "Customer" or "You")