1. SCOPE
1.1. These General Terms and Conditions (hereinafter referred to as “GTC”) govern the rights and obligations between the provider – Ma&Ki s.r.o., with its registered office at Karpatské námestie 7770/10A, Bratislava – Rača 831 06, Company ID: 54 358 558, registered in the Commercial Register of the District Court Bratislava III, Section: Sro, Insert No. 158239/B (hereinafter referred to as “Provider”) and the customer, whether a natural person-entrepreneur or a legal entity (hereinafter referred to as “Customer”), in providing services through the web interface available at Cloudelo.eu (hereinafter referred to as “Interface”) according to the terms of these GTC.
1.2. These GTC are binding and form an integral part of every contract or legal relationship between the Provider and the Customer (hereinafter referred to as the “Contract”). By completing the form in the Provider’s Interface and entering into a Contract whose subject is the provision of services, or by using the services, the Customer agrees to these GTC and confirms that they have familiarized themselves with their content before entering into the Contract.
1.3. The Provider reserves the right to unilaterally amend these GTC. If the Customer does not agree with the changes to the GTC, they have the right to withdraw from the Contract no later than 3 days after the changes are published on the Provider’s website. After this period, the Customer loses the right to withdraw, and the new version of the GTC becomes binding for them.
1.4. The application of the Customer’s general terms or other agreements is excluded.
2. SERVICES
2.1. The Provider offers the Customer services through the Interface, which consist of a software solution that implements a chatbot (web assistants) on the Customer’s websites, processes inputs from site visitors on the Provider’s servers, and sends information (email, phone number, name, requested service, and all data collected as defined by the Customer) to the website owners (hereinafter referred to as the “Service”).
2.2. The provision of services is conditioned on creating a customer account, correctly completing all required Customer information, duly paying for the services, and adhering to the obligations under these GTC.
2.3. The Contract between the Provider and the Customer is established, and the customer account is created by completing the order form in the Provider’s Interface (hereinafter referred to as the “Order”) and confirming the receipt of the Order by the Provider to the Customer’s email address specified in the Order.
2.4. The Order is considered duly completed if it contains at least the following information:
2.4.1. the Customer’s business name;
2.4.2. the registered office/business address of the Customer;
2.4.3. Company ID, Tax ID, and VAT ID, if assigned;
2.4.4. email address and phone contact for the person authorized to act on behalf of the Customer.
2.5. A duly completed Order is considered a proposal to enter into a service contract with the Provider.
2.6. The Provider is not obligated to confirm the Order and may reject it without stating a reason.
2.7. Price offers, statements, and other conditions provided by the Provider before confirming the Order are non-binding, and the Provider is not obligated to enter into a Contract with the Customer under these conditions.
2.9. The Customer has the right to use the services exclusively within the Provider’s Interface. They may not modify, interfere with, alter, or create derivative works based on the provided services and software. The Customer is not allowed to provide the services or software to third parties. The Customer does not have the right to obtain the software’s source code.
2.10. The Provider offers services only to the extent of providing the software, with the Customer being responsible for its implementation in accordance with legislation. EU legal regulations may not apply equally in all countries, and the Provider is not obligated to configure the software according to all applicable rules and regulations.
2.11. The Provider is not obligated to provide services if the Customer fails to pay for the services or violates any obligation under these GTC. In such a case, the Provider may suspend or terminate the Customer’s account.
2.12. The Customer undertakes to comply with all relevant national and international legal regulations and European Union legal regulations.
2.13. The Customer is obligated to promptly inform the Provider of any violation of obligations under these GTC, software defects, source code breaches, confidentiality breaches, and other circumstances that may pose a risk of damage to the Provider.
2.14. The Customer may not distribute content that:
2.14.1. is illegal, threatening, defamatory, harassing, humiliating, intimidating, fraudulent, deceptive, invasive, or racist;
2.14.2. violates trademarks, patents, trade secrets, copyrights, or other proprietary rights;
2.14.3. contains unauthorized or unsolicited advertising;
2.14.4. impersonates any person or entity, including employees or representatives of the Provider.
2.15. The Provider reserves the right, at its discretion, to remove any content that it deems not in compliance with these GTC. The Customer agrees that the Provider may remove such content without any further claims from the Customer.
3. SERVICE PRICES
3.1. All service prices and any other costs are listed in EUR excluding VAT. The service price may not include all fees, taxes, and charges.
3.2. The Provider offers services at prices (subscriptions) listed in the valid price list on the website Cloudelo.eu/pricing (hereinafter referred to as the “Price List”), in the Order, or in another valid price offer sent to the Customer. Service prices are typically paid in the form of a monthly subscription. In the event of membership cancellation, the contractual relationship will terminate no earlier than the day of the expiration of the period for which the services have been duly paid by the Customer, unless otherwise specified. If the service price is listed due to a technical error or other apparent defect, this price is invalid, and the Provider is entitled to charge the price according to the valid Price List or the usual price at that time, considering the previous price developments.
3.3. The service price includes the provision of those services listed for each price item in the Price List.
3.4. The agreed service price, accepted by confirming the Order or otherwise agreed upon, is binding only on the condition that the Provider procures the services and energy needed to provide the services to the Customer according to these GTC at a price corresponding to its calculation at the time of service delivery.
3.5. The Provider has the right to unilaterally change the service price in the event of changes in input costs, particularly material, labor, and indirect costs (e.g., energy prices, rent, depreciation, tax increases, duties, and insurance prices) (hereinafter referred to as “Input Costs”). The relevant time for assessing price changes in Input Costs is the time of Order confirmation and the time of service delivery to the Customer.
3.6. The Provider must exercise the right from the price clause under this article with the Customer no later than one year from the day of the increase in Input Costs. The Provider is entitled to increase the service price under the price clause even without the Customer’s consent.
3.7. The Provider is entitled to increase service prices without stating a reason, and such a change will be communicated to the Customer. If the Customer does not agree with the price increase, they may withdraw from the Contract with the Provider within 3 days of being notified of the new price; otherwise, this right expires.
4. PAYMENT TERMS
4.1. The Customer must duly pay the full service price and all associated fees using the selected cashless payment method before using the services. The Customer hereby authorizes the Provider to perform all actions related to the proper receipt or refund of the service price and/or any fees, including authorizing the Provider to set up service payments, automatic payments from debit or credit cards, as well as to carry out payments involving authorized unilateral offsets under these GTC.
4.2. Based on the received Order and payment, the Provider will send an invoice for the service price to the Customer’s email address. The Customer agrees to electronic invoicing. Future invoices will be delivered to the Customer without delay after the respective service price has been paid.
4.3. If the Customer fails to meet their obligation to pay any due claim of the Provider, the Provider has the right to a contractual penalty of 0.5% of the outstanding amount for each day of delay and the right to shorten the due date of upcoming service invoices.
5. INTELLECTUAL PROPERTY RIGHTS
5.1. All intellectual property rights and ownership rights to the services belong to the Provider, or the Provider’s licensors and subcontractors. No intellectual property right, ownership right, property rights, or other assets are transferred to the Customer under this Contract.
5.2. The Customer is responsible for the accuracy and legality of the data provided to the Provider.
5.3. The Customer may not remove any advertising elements, logos, trademarks, brands, copyright notices, or other elements from the services that were not intended for modification under these GTC.
5.4. The Customer grants a non-exclusive, non-transferable, free license to use the Customer’s data, intellectual property rights, and any third-party property used by the Customer, from the effective date during the validity of the Contract with the Provider, for the purpose designated by the Provider, primarily for marketing purposes, referencing the Customer as a reference, and improving services. The Provider is not entitled to use the Customer’s intellectual property under this point for commercial activities or unfair competition. The Customer may revoke the license under this point in writing without stating a reason.
5.5. The Customer grants the Provider unlimited rights to use statistical data, and nothing in these GTC shall be construed as prohibiting the Provider from using statistical data for commercial, marketing, and/or operational purposes. The Customer may revoke the right under this point in writing without stating a reason.
5.6. The Provider may implement and maintain technical measures to protect the services from improper or unauthorized use, distribution, or copying.
5.7. The Provider reserves the right to cancel any license at any time at its discretion and/or withdraw from the Contract with the Customer without any liability, except for refunding the proportional part of already paid fees relating to the period after termination.
6. LIABILITY
6.1. The Customer is responsible for the content and settings of the software and for the use of the services provided by the Provider. The Provider is not responsible for any interventions in the software, its settings, or for meeting any legislative requirements concerning the services, software, and its settings.
6.2. The Customer may not use the software and services on websites with content that violates generally binding regulations, particularly European Union legal regulations and national laws, or use them in any other manner contrary to generally binding legal regulations. The Provider may demand a contractual penalty of EUR 5,000 for each individual breach of these obligations.
6.3. The Customer acknowledges and agrees that service provision by the Provider may be interrupted, especially due to force majeure, technical obstacles, and other objective circumstances. The Provider is not liable for any damages incurred by the Customer due to these reasons, and the Customer is not entitled to a refund of any part of the paid service price.
6.4. The Customer is solely responsible for any direct and indirect damages and economic losses related to their business activities and the services provided by the Provider.
6.5. The Customer is obligated to check the compatibility of the software and provided services with the website or Interface they intend to use before placing an Order under these GTC. If this obligation is not fulfilled, the Customer is not entitled to withdraw from the Contract and bears any damages caused thereby.
6.6. The Customer is obligated to reimburse the Provider for any third-party claims and penalties imposed on the Provider that arise from the Customer’s breach of obligations under these GTC.
7. FINAL PROVISIONS
7.1. The contractual relationship between the Provider and the Customer is governed by Slovak legal regulations. The court in the Slovak Republic is competent to hear disputes.
7.2. The Customer is entitled to unilaterally terminate the contractual relationship with the Provider only for the reasons stated in these GTC.
7.3. The Customer is not entitled to unilaterally offset their claims against the Provider’s claims. The Provider is entitled to unilaterally offset even non-matured claims against the Customer’s claims.
7.4. The Provider is entitled to transfer rights and obligations from the Contract to a third party without the Customer’s consent.
7.5. The contractual arrangements between the parties do not affect the Provider’s right to claim damages, and in the case of an obligation secured by a contractual penalty, even to the extent that it exceeds the penalty.
7.6. The parties agree that in case of breach of obligation by the Provider under these GTC, the Customer is entitled to claim damages up to a maximum amount corresponding to twice the service price duly paid by the Customer for the period in which the Customer’s claim for damages arose.
7.7. The Customer’s monetary performance is first credited against the payment of the contractual penalty, damages, late payment interest, or any other accessories of the Provider’s claim, and subsequently against the earliest due principal.
7.8. The Provider is not in default of fulfilling obligations under the Contract and is not liable for damages if non-fulfillment of the obligation was due to an objective circumstance that the Provider was unable to foresee or avert, especially due to force majeure, decisions of relevant authorities and courts, supplier delays, the impossibility of ensuring uninterrupted service provision, labor force, and other items or services necessary to fulfill the Provider’s obligations under these GTC and the Contract.
7.9. These GTC are valid and effective as of July 21, 2024.