TERMS AND CONDITIONS

1. Introductory provisions, definition of terms
   1. The company IT servitium Ecclesiae s.r.o., IČO: 21250430, with its registered office at Platnéřská 191/4, Staré Mesto, 11000 Praha 1, registered in the Commercial Register maintained by the Municipal Court in Prague under file no. C 398943/MSPH (hereinafter referred to as the "Provider") developed the IS Omnia information system as a software service operated as an online cloud solution on the Provider's infrastructure – a client-server solution; the software is provided in Software as a Service mode (hereinafter referred to as "IS Omnia" or also "Software"). The proposal for use and the description of the functionalities of IS Omnia are included in the technical and user documentation available on the website dokumentacie.omnia.cz.
   2. IS Omnia is primarily intended for parishes, dioceses, and possibly other church legal entities that wish to use IS Omnia in the course of their activities (hereinafter also referred to as "Customer").
   3. These general terms and conditions (hereinafter referred to as "GTC") define the rights and obligations of the Provider and the Customer in the delivery and implementation of IS Omnia, the terms of the license for the use of IS Omnia, and the provision of related services.
   4. Unless otherwise specified, the following expressions used in these GTC with capital letters have the following meaning:
      • “IS Omnia/Software” means the Provider’s information system primarily intended for parishes, dioceses, and possibly other church legal entities, which allows the management of parish books and registers, cash journals, inventory books, and other parish agendas in electronic form.
      • “Availability” is expressed in percentages and means the likelihood that the information system provides the required functions under specified conditions and at a given time. Availability is expressed using the following formula:
        Availability (in percentage) =

        Operating Time

        Operating Time + Downtime
      • “Response Time” expresses the time from reporting a fault to the start of the Provider's actions aimed at removing the fault. The start of the response time is defined by the acceptance of the fault report.
      • “Fault/Defect/Incident” means incorrect execution or loss of function of the Software. Incorrect execution of a function is one that is not in accordance with the description provided in the technical or user documentation. If the function description is not documented, the correct function is one expected by the Customer. A fault is not the lack of knowledge by the Customer regarding the functionality of the Software described in the technical documentation.
      • “Fault Fix/Resolution” means removing the fault or creating an alternative solution that bridges the fault and does not result in a functional limitation of the Software. Removing a fault also means identifying and notifying the root cause of the fault to the End User, provided the root cause of the fault was:
        • a. on the part of the Customer (e.g., incorrect data entry or uploading files in inappropriate formats or sizes, server malfunction, or other technical issues of the Customer’s equipment or software), or
        • b. on the part of other service providers or technical equipment (e.g., an internet connection outage), or
        • c. due to changes in data formats, information systems, or procedures of third parties on which the Software or part of it relied, or
        • d. due to other unforeseeable circumstances caused by factors outside the Provider’s control (e.g., operating system issues or upgrades, hardware failures).
      • “Help Desk” is a service for logging and resolving error reports, questions, comments, and requests arising in connection with the provision of the Service (technical support, service, and maintenance), accessible via the email address helpdesk.it2go.cz. The availability of the Help Desk on a monthly basis is 95%. The Help Desk can be used on business days from 9:00 AM to 5:00 PM.
      • “Registration Account” is the Customer's account created after filling out the registration form upon concluding the Contract.
      • “Civil Code” means Act No. 89/2012 Coll., the Civil Code, as amended.
      • “User Account” is the means of granting a specific User of the Customer access to IS Omnia, based on separate login details assigned to this account.
      • “Login Credentials” means the unique login name and password assigned by the user to the IS Omnia database during registration.
      • “Registration” means the electronic registration of a User in the IS Omnia database by filling in at least the mandatory registration data in the IS Omnia user interface and the Login Credentials, followed by saving them to the IS Omnia database.
2. Contract conclusion process
   1. The contract for the delivery and implementation of IS Omnia and the provision of related services can be concluded based on a written agreement with the Provider and/or by implicitly confirming agreement to these GTC by completing and submitting the registration form on the Provider's website and subsequent confirmation via a telephone call (hereinafter referred to as the "Contract"). After confirming the interest in Registration via a telephone call, the Customer will be created a Registration Account.
   2. The Customer is not entitled to exclude the effectiveness of these GTC, modify or supplement any provisions of these GTC (including any part thereof) without the prior and explicit written consent of the Provider, even if the modification only slightly alters the conditions of the GTC or the Contract or expresses the same conditions in different words. Any reference by the Customer to its own terms and conditions or third-party terms and conditions does not have legal effect, and the Parties expressly exclude the application of section 1751(2) of the Civil Code.
   3. By concluding the Contract and agreeing to these GTC, the Customer agrees that the Provider is entitled to unilaterally amend these GTC at any time. However, this does not apply to changes in the conditions of personal data protection, which are governed in Chapter 7 of this contract.
   4. Any changes to these GTC made by the Provider in accordance with the previous article will be communicated to the Customer either by email to the address provided by the Customer or in the IS Omnia user interface. The Customer has the right to reject the announced changes to these GTC and terminate the Contract for this reason within 30 (thirty) days of the notification of the changes by the Provider. If no rejection occurs within the specified period, the changes will be deemed accepted by the Customer. If the changes are rejected, the notice period is 3 (three) months and begins upon the written notification of the rejection to the Provider.
3. Technical support
   1. The technical support, service, and maintenance involve providing the Customer and the End Users of the Customer with a single point of contact for customer support – Help Desk.
   2. Help Desk: All service requests related to the provided services are submitted and resolved via email [email protected]. The Help Desk is available on business days from 9:00 AM to 5:00 PM with a 95% monthly availability rate.
   3. Technical support: The technical support provided by the Provider is intended to resolve incidents, faults, problems, and defects arising during the operation of IS Omnia. The purpose of the technical support is to resolve the incident in the shortest possible time. The cause of the incident can be identified and resolved later. The resolution time for incidents requiring program code changes is governed by the time necessary for releasing a service pack or a new version of the software.
   4. Response: The Provider commits to confirming the acceptance of error reports from the Customer within 24 hours on business days after the reporting of incidents, faults, problems, or defects via email.
   5. Fault resolution (fix time): The Provider commits to resolving the incident, fault, problem, or defect no later than 3 business days after confirming the acceptance of the error report to the Customer.
4. Availability of IS Omnia
   1. The Customer is aware that the Provider performs regular maintenance to improve IS Omnia, during which access to IS Omnia may be temporarily restricted or unavailable. Maintenance time is not included in the availability calculation and is performed primarily outside of operational hours (i.e., outside of Monday to Friday, 8:00 AM to 5:00 PM) and is notified at least 1 business day in advance.
   2. The Provider is not responsible for meeting the specified availability if the availability is not met due to circumstances excluding liability (force majeure). Circumstances excluding liability include any unforeseen exceptional situations or events beyond the control of the Parties that prevent either of them from fulfilling their obligations and were not caused by their fault or negligence.
   3. The Provider is not responsible for the availability of IS Omnia in the internet network, as this network is decentralized and lacks third-party guarantees. The service may be subject to limitations, delays, and other issues caused by the use of the internet and electronic communications.
   4. If IS Omnia’s availability does not meet the specified value (95%), a flat-rate damage compensation in the form of a discount will be applied, equivalent to the license price for the period during which IS Omnia was unavailable.
   5. Data storage technical devices are subject to objective failure. In case of a fault resulting in data loss, the data will be restored from available backups performed by the Provider.
   6. IS Omnia’s availability is evaluated monthly.
   7. Upon termination of the Contract, the Provider will, at the Customer's request, transfer all Customer data as follows: 1. a copy of the database in BACPAC package format; 2. a copy of document files in a compressed ZIP file. The data will be transferred electronically via a download link.
5. License for Software usage in SaaS form
   1. The Customer hereby acknowledges and agrees that IS Omnia is operated and provided in the form of "SaaS" (Software as a Service), i.e., the Customer does not own or purchase the software forming IS Omnia, but uses IS Omnia for the duration and under the conditions of the Contract and/or these GTC. The Provider hereby grants the Customer a non-exclusive right to use IS Omnia (hereinafter "License"), solely for the proper use of IS Omnia during the term of the Contract.
   2. The Customer is not entitled to grant a sublicense or transfer the License to another person.
   3. The Customer is not entitled to reproduce IS Omnia for the purpose of distribution, expand it, or in any way make it available to third parties, rent it, or lend it, unless the Provider has given prior explicit consent.
   4. The Customer must also comply with all restrictions on the use of IS Omnia set by law, the Contract, and these GTC. The Customer acknowledges that the texts, photographs, graphic works, and other elements included in IS Omnia are individual and/or collective (hereinafter referred to as "copyright works") and are protected by copyright. Unless otherwise agreed in writing with the Provider, the authorized use of copyright works is limited to the extent and manner specified in these GTC. Specifically, the Customer is not allowed to use copyright works by reproducing (copying) them for the purpose of achieving direct or indirect economic or commercial benefit, and further their use in the form of distribution, lending, display, or public dissemination (including dissemination via the internet).
   5. License restrictions
      1. The Customer may not modify, reverse engineer, recompile, or perform penetration testing on IS Omnia.
      2. The Customer must not overload IS Omnia with requests, perform decompilation or reverse engineering.
      3. The Customer is not entitled to make changes to the source code, access the source code, or disclose the source code of the application to third parties.
   6. The Provider is entitled to appropriately monitor the Customer's compliance with the granted license, and if the Customer violates any obligation arising from the license restrictions, the Provider is entitled to revoke the license and terminate the Contract.
6. Payment details
   1. The price for providing IS Omnia and the Services is adjusted in the Service Price List available on the Provider's website. In individual cases, the price may be set differently based on an agreement between the Provider and the Customer, or a discount may be provided. The Service Price List is part of these GTC, and changes to the Service Price List will be made according to Article 2 of these GTC. By concluding the Contract and accepting these GTC, the Customer agrees to the unilateral change of the Service Price List under the procedure specified in Article 2 of these GTC.
   2. The Service Price List is updated once a year. Price increases in the Service Price List will be applied primarily if significant improvements are made to existing IS Omnia features or new features are added, or due to significantly increased justified costs or inflation, but no more than by 20%. The new price will be published in the Service Price List, which is published on the Provider's website. The Provider will notify the Customer of the price increase via email provided during registration in the registration account. The Customer is obligated to familiarize themselves with the new pricing conditions published on the Provider's website. If the Customer continues to use the Service after the price increase without terminating the Contract under Article 2 of these GTC, it will be considered that the Customer accepts the increase. However, the Customer has the option to reject this change in pricing conditions in the manner specified in Article 2 of these GTC.
   3. Payments for services are set on a monthly basis. The Customer shall pay for the Services no later than the 1st day of the month for which the Services are paid. If expressly agreed between the Customer and the Provider, the price for the Services will be paid by the Customer based on invoices issued by the Provider, which will be issued in the case of monthly payments on the 15th day of the preceding month in which the Services are provided, with a payment term of 14 days from the date of issuance.
   4. The Parties have agreed on electronic invoicing sent to the email address provided when creating the registration account. The invoice must meet the requirements of a tax document. If the invoice does not contain the legally prescribed or previously mentioned information, the Customer is entitled to return it by the due date, and the Provider is then obliged to issue a new invoice with a new due date. In this case, the Customer is not in delay with the payment of the invoice.
   5. The moment of payment is the moment when the corresponding amount is credited to the Provider's account indicated on the invoice.
7. Data Protection and Data in the Database Space
   1. The protection of the Customer's personal data – i.e., where the Provider acts as the data controller of the Customer’s personal data – is governed by the Privacy Policy available at https://isomnia.sk/zasady.php (hereinafter referred to as the "Privacy Policy").
   2. Data entered by the Customer into the database space of IS Omnia (hereinafter referred to as "Data") are stored on the hosting provider's server in encrypted form (in the data centers of Hetzner Online GmbH – Nuremberg and Falkenstein, Germany).
   3. The protection of personal data of third parties, with whom the Customer manages personal data in the role of data controller and the Provider in the role of data processor, has been contractually regulated between the Customer and the Provider in accordance with Article 28, Section 3 of Regulation (EU) 2016/679 – the General Data Protection Regulation (hereinafter referred to as the "Data Processing Agreement") as follows:
   4. As part of the processor’s activities, the following processing operations are carried out: collection, sorting, organization, inclusion in records, storage, and use for providing services to the controller.
   5. The processing will take place for as long as necessary to provide the services under Article 1.1 and Article 7.3 of these Terms and Conditions. However, the processor is required, upon written instruction from the controller, to stop processing personal data without unnecessary delay, hand over all copies to the controller, and delete them from their devices.
   6. The controller agrees to allow the processor to delegate the processing of personal data to another processor; however, the processor must contractually bind the other processor to at least the same level of protection of personal data to which the processor is required.
   7. The processor processes personal data based on the controller’s instructions and only for the purposes for which it was provided. Except in cases where instructed by the controller, the processor will not disclose personal data to third parties or to third countries unless required by applicable legal regulations. The processor must inform the controller without unnecessary delay once they become aware of such legal obligations.
   8. The controller ensures that the instructions given to the processor regarding the processing of personal data comply with the law.
   9. If the processor believes that any instruction from the controller is in conflict with GDPR or other European Union or Czech laws on personal data protection, they must inform the controller without unnecessary delay.
   10. The controller agrees to inform the data subjects about the processing of their personal data in accordance with Articles 13 and 14 of the GDPR and include information about the use of the processor and its identification, so that the processor does not need to provide the data subjects with information about the processing of personal data again.
   11. The processor will ensure, and provide evidence to the controller, that all persons authorized to carry out processing activities (particularly employees of the processor) are bound by confidentiality concerning all information they learn during the processing of personal data, especially regarding the personal data itself.
   12. The processor agrees to take all reasonably expected organizational and technical measures to ensure the protection of personal data, particularly its confidentiality and integrity.
   13. If a data subject contacts the controller to exercise their rights and the processor's cooperation is necessary to process the request, the processor will provide the necessary assistance in processing the data subject's request, including providing the relevant records to the controller or independently locating the relevant personal data, informing the controller about the security measures of processed personal data, restricting the processing of personal data during the request's processing period, and executing the controller's instructions to correct or delete personal data.
   14. The controller is obligated to cooperate with the processor if a data subject contacts the processor to exercise their rights.
   15. If the processor discovers a breach of personal data security, they will immediately take all necessary measures to prevent or minimize harm to the data subjects' rights and will inform the controller about the breach and the actions taken.
   16. If the processor plans to use a new procedure or new means for processing personal data, they will assess the risks to the rights of data subjects and submit this assessment to the controller. If the controller disagrees with the findings of the risk assessment, they are entitled to propose additional security measures to the processor. If no additional security measures are proposed within 14 days from the submission of the risk assessment, and if the controller does not express disagreement with the use of new procedures and/or means for other reasons, it will be considered that the controller agrees with the new procedure and/or use of new means.
   17. The processor is required to provide the controller, upon request, with evidence that it is fulfilling all its obligations under the GDPR and this agreement. Additionally, the processor must allow the controller or a person authorized by the controller to perform an audit of the security measures taken for processing personal data and comply with the recommendations contained in the audit's final report.
   18. If the controller incurs damage in connection with the processor’s violation of its obligations under Article 7 of these Terms and Conditions or the GDPR, including a fine imposed by the Data Protection Authority and the obligation to compensate the data subject for the damage caused to their rights, the processor is required to fully compensate the controller for this damage within two weeks of receiving the request for compensation.
   19. If the controller is unable to satisfactorily explain their instruction in the case under point 7.10 and provide evidence that the instruction complies with legal regulations, and still insists on their instruction, the processor is entitled to unilaterally terminate this agreement with a 2-week notice period starting from the day the termination notice is delivered to the controller. During the notice period, the processor is not obligated to follow the disputed instruction.
   20. If the processor does not accept the proposed additional security measures under point 7.17 and it becomes impossible to continue processing personal data without using the new procedures or means, the controller has the right to terminate this agreement with a 2-week notice period starting from the day the termination notice is delivered to the processor.
   21. Immediately after the termination of the agreement and fulfillment of the obligation under Article 4.7, the Provider will irreversibly delete all personal data processed for the Customer from their databases unless they have another legal basis for further processing.
   22. The processing of personal data categories listed in Article 7.4 follows the legal provisions based on the fulfillment of contractual obligations [Article 6, Section 1, letter b) GDPR], legitimate interests of the controller [Article 6, Section 1, letter f) GDPR], or based on legal obligations [Article 6, Section 1, letter c) GDPR] or with the data subject's consent [Article 6, Section 1, letter f) GDPR]. In the last case, the controller is responsible for ensuring the data subject’s consent. Special categories of personal data under Article 9 GDPR are processed under Article 9, Section 2, letter d) GDPR.
   23. The responsibility for the accuracy and completeness of the processed personal data and for fulfilling the information obligation to the data subjects lies primarily with the Customer as the controller.
   24. The controller is required, in accordance with Article 30, Section 1 of the GDPR, to maintain a record of processing activities for which they are responsible.
   25. The processor is required, in accordance with Article 30, Section 2 of the GDPR, to maintain records of all processing categories carried out on behalf of the controller.
   26. Both the processor and the controller will take appropriate technical and organizational measures to ensure an appropriate level of security corresponding to the given risk, in compliance with Article 32 of the GDPR.
   27. The obligation to notify the supervisory authority about a personal data breach lies with the controller in accordance with Article 33 of the GDPR, without prejudice to the processor’s obligations under Article 7.16 of this agreement.
   28. The processor, in accordance with Article 37, Section 1, letter c) of the GDPR, is required to appoint a data protection officer, as it is reasonable to assume that the service provided under Article 1 of this agreement will involve large-scale processing of special categories of data listed in Article 9, Section 1 of the GDPR. The controller, if it is a parish, generally does not have the obligation to appoint a data protection officer because it does not meet the "large-scale" processing criterion. If any controller is obligated to appoint a data protection officer, this controller must do so and make the contact details of the data protection officer available to the data subjects in an appropriate manner.
   29. The Provider, acting as the processor, has appointed a data protection officer, Lexius advokáti s.r.o.
   30. Any data subject may request the controller or processor to notify whether their personal data are being processed and to provide a free copy of all personal data processed about them. They may also request the correction or deletion of their personal data. If they are not satisfied with the handling of their request, they can file a complaint with the Data Protection Authority. In cases where personal data are processed based on the data subject's consent, consent may be withdrawn at any time. There will be no negative consequences for the data subject regarding the exercise of these rights by the controller or processor.
8. Limitation of Liability and Damage Compensation
   1. Damage Prevention. The contractual parties agree to make their best efforts to prevent damages and minimize any damages incurred.
   2. Notification Obligation. The contractual parties agree to notify the other party without undue delay of any circumstances excluding liability that prevent proper fulfillment of this Agreement. The parties agree to make their best efforts to avert and overcome circumstances excluding liability.
   3. Exclusions of Liability. The Provider is not liable for damage that was not caused by them, especially for damages caused by external factors, computer infiltrations, other software, hardware and usage, or the inability to use the Software due to these influences. The Provider is not liable for damage caused directly or indirectly by improper use of the Software. Neither party is liable for damage caused by incorrect or otherwise erroneous data provided by the other party. Neither party is responsible for delays caused by the other party’s delay in fulfilling obligations. The Provider is specifically not responsible for:
      1. Possible malfunction, unavailability, or poor availability of the Software due to reasons not caused by the Provider (e.g., issues with internet connectivity availability, etc.);
      2. Possible leakage of information and data from the IS Omnia environment due to reasons not caused by the Provider (e.g., due to the disclosure of login credentials by the Customer, etc.);
      3. Possible loss or damage of data due to reasons not caused by the Provider (unauthorized access to data by third parties due to insufficient security protection in the Customer’s information system).
   4. Extent of Liability. The Provider is not liable for indirect consequences of such damages – such as lost profits, unrealized revenues, third-party claims, unauthorized loss or damage of data, and resulting consequences, etc. Contrary to Section 2952 of the Civil Code, it is agreed that the Provider will not compensate for lost profits, any costs incurred due to the Provider’s breach of obligations, or any subsequent damages or losses.
   5. Damage Compensation Limitation. The Provider's total liability to the Customer under the Agreement is limited to the total fee received by the Provider in the twelve months preceding the claim. The damage will only be compensated in money.
   6. Liability Insurance. The Provider is insured for liability for damage arising under this Agreement.
   7. Delays. In case of delay in payment of the monetary amount, the party delayed in payment is required to pay the other party default interest of 0.05% of the outstanding amount for each day of delay, starting from the first day of delay. This does not affect or limit the Provider’s right to claim compensation for damage incurred. Default interest under this Agreement is payable within 14 (fourteen) days from the receipt of the written settlement by the obligated party.
   8. Force Majeure. Neither party will be liable for the breach of their obligations under the Agreement or these Terms and Conditions if they are prevented from performing them by an event of force majeure. Force majeure means any unforeseeable exceptional situation or event beyond the control of the parties that prevents either of them from fulfilling any of their obligations under the Terms and Conditions and/or the Agreement, not caused by their fault or negligence, and it can be shown that it cannot be overcome even with the utmost reasonable care. A party that has breached its obligations cannot invoke force majeure for defects or delays in their fulfillment (if not caused by force majeure), labor disputes, strikes, or financial difficulties.
9. Duration and Termination of the Agreement
   1. The Agreement is concluded for an indefinite period. The Agreement can be terminated:
      1. by mutual written agreement of the Contracting Parties;
      2. by termination of the Agreement in case of a material breach;
      3. by notice of either Contracting Party with a notice period of 3 months, starting from the delivery date of the written notice;
      4. by termination by the Provider under Article 7.20;
      5. by termination by the Customer under Article 7.21;
      6. by the dissolution of the Customer as a legal entity without a legal successor.
   2. Legal actions under Article 9, Paragraph 1 of the Terms and Conditions aimed at terminating the Agreement must be made via a data box or postal service provider.
   3. The Provider is entitled to terminate the Agreement for a material breach of obligations, particularly:
      1. for delay in payment of any obligation towards the Provider or a part of it for more than 30 days;
      2. for exceeding the granted License scope by the Customer;
      3. for violating the terms of the granted License;
      4. for failure to provide necessary cooperation by the Customer, if this prevents the Provider from fulfilling its obligations under the Agreement or these Terms and Conditions even after a prior notice from the Provider, in which the Provider granted the Customer a reasonable period to remedy the defective state.
   4. The Customer is entitled to terminate the Agreement for a material breach of obligations, particularly:
      1. if the established availability of IS Omnia is not maintained even after prior notice from the Customer, in which the Customer granted the Provider a reasonable period to remedy the defective state;
      2. if the Provider significantly breaches its obligations regarding technical support, particularly if there is a significant delay in response and resolution of a fault, and no remedy is made even after prior notice from the Customer, in which the Customer granted the Provider a reasonable period to remedy the defective state.
   5. Notification of termination must be in writing, delivered to the other party, and is effective from the date of delivery, or later date specified in the written termination notice. The Provider is entitled to compensation for part of the fee corresponding to the partial performance under the Agreement. The contractual parties are required to complete financial settlement within 30 days of termination of this Agreement. The parties may agree otherwise on financial settlement.
10. Final Provisions
    1. Mutual communication and all legal actions between the Provider and the Customer will be carried out electronically via the e-mail provided by the Customer in the registration account and the one published by the Provider on the website https://isomnia.sk, unless explicitly stated in the Terms and Conditions or the Agreement that legal actions need to be performed by delivery via data box or postal service provider.
    2. If the Agreement or the Terms and Conditions require the sending of written legal actions via data box or postal service provider, the document is considered delivered even if the recipient does not pick up the document within 10 days from the day it was deposited at the postal service provider, or in the case of a data message, if they do not log into the data box within 10 days.
    3. In the case of sending via postal service provider, the document is always sent to the registered office address listed in the commercial register or any other register maintained by a public authority (for registered legal entities, this is the Register of Registered Legal Entities maintained by the Ministry of Culture).
    4. If any provision of these Terms and Conditions is entirely or partially invalid, it does not affect the validity of the remaining provisions. In such a case, the mutual rights and obligations are governed by the relevant provisions of the Civil Code, which most closely correspond to the economic purpose of the invalid provision.
11. Governing Law
    1. These Terms and Conditions, as well as the Agreement, are governed by the legal order of the Czech Republic, especially the Civil Code.
    2. Any rights and obligations between the Provider and the Customer will not be derived from previous or future practices established between the contracting parties or customs maintained generally or in the industry concerning the subject matter of the Agreement.
12. Effectiveness
    1. These Terms and Conditions enter into effect on 1st March 2022.