The terms used in these Product Terms have the following meaning:
Arnold: an electronic system provided as a SaaS (software as a service) further described in Article 3.1 of these Product Terms.
Administration portal: environment within the Arnold enabling Client to manage the use of Arnold.
Agreement: an agreement for the provision of Arnold concluded between LMC and the Client in the Administration portal within the means of Article 5 of these Product Terms.
Client: A business entity who concluded an Agreement with LMC.
Data: answers submitted by Users pursuant to Article 3.1 of these Product Terms incl. data mentioned in Article 4.6 of these Product Terms.
Invitation: a unique link sent by Arnold to the User that allows the User to start using Arnold.
LMC: LMC s.r.o., a limited liability company with its registered office at Praha 7, Jankovcova 1569/2c, Postcode 170 00, ID No. 26441381, incorporated in the Commercial Register at the Municipal Court in Prague, File C, Insert 82484.
Parties: parties to the Agreement, i.e. LMC and the Client.
Product Terms: these Arnold Product Terms for Clients.
Report: a consolidated report pursuant to Article 3.1 of these Product Terms.
User: individual in a contractual relationship with the Client (usually the Client’s employee or the person otherwise cooperating with the Client, for example, on the basis of a service agreement, assignment contract, etc.) and using Arnold.
Arnold is a cloud-based service consisting of a conversation robot developed by LMC to carry out online User surveys for Clients based on input from Users in order to provide Clients with a consolidated report (“Report”) based on automatically processed answers submitted by Users to Arnold (“Data”). LMC provides the Report only in the electronic form to the e-mail address defined by the Client or in the Arnold directly.
An order for Arnold is done in the Administration portal and must include:
number of months of the order (duration of the Agreement)
number of Users (derived from list of Users of the Arnold, uploaded to the Administration portal);
the starting usage date of Arnold.
Provision of the Arnold will be initiated by the LMC within the term agreed with the Client after execution of the order by the Client and after transferring of the agreed price to LMC pursuant to Article 7 of these Product Terms. The Arnold provision is commenced by sending Invitations to the Users via e-mail or SMS.
Client is entitled to send notices related to the provision and use of the Arnold to Users via Arnold.
DATA AND REPORTS
LMC will use Data and Reports for the purpose of providing Arnold to the Client. The Client may use the Reports without any limitations. The raw data file is not provided as part of the Arnold to the Client.
Results in Reports might be anonymous, depending on the choice of the User. Users may change their choice of anonymity at the beginning of the survey as well as any time during the survey. Arnold may further anonymize Data in Reports in order to keep anonymity of other Users.
All Data and Reports in Arnold will be anonymized after twenty five (25) months from the date of Data collection.
LMC may archive and use all anonymized Data and Reports for indefinite period of time. LMC may use anonymized Data and Reports to improve Arnold and other services provided by LMC.
Premature termination of Arnold operation or the Agreement may result in incomplete Reports provided to the Client.
The Client undertakes that the Data shall not contain harmful information, particularly information that is in conflict with applicable law, general ethical rules, public order or accepted principles of morality. LMC is entitled to notify the Client of the discrepancy between the Client’s conduct and the Agreement and request an immediate remedy. If the breach is not remedied, LMC is entitled to terminate the provision of Arnold Service to the Client and terminate such Agreement without notice.
Under the Agreement and depending on the choice of the User, the LMC may process the Data of User within the following scope:
Given name and last name;
IP address from which Arnold was used;
Data and information provided by User.
If the User chooses the anonymous form, the LMC will process the information and Data provided by the User including IP address. IP addresses may be provided to the law enforcement authorities, courts or state authorities in accordance with the laws of the Czech Republic.
The Parties enter into an Agreement at the moment of placing an order by the Client according to Article 3.2 of these Product Terms, unless the order is refused by LMC.
LMC reserves its right to refuse the order within three (3) business days following its receipt if:
the Client has previously breached its obligations under these Product Terms and/or an Agreement;
the execution of such order would be in conflict with the Product Terms;
the execution of such order would be in conflict with the principles of fair business practice, accepted principles of good morals or public order.
LMC will start providing the Arnold under the terms of the Agreement, unless it refuses the order pursuant to Article 5.2 of these Product Terms.
By entering into the Agreement, the Client agrees:
with the terms of the provisions of Arnold under the Agreement and these Product Terms;
with the possible limitations resulting from the Internet network and the technical possibility of the Arnold.
Information obtained in accordance with the Agreement can be used by LMC to resolve any dispute with the Client resulting from the disclosure of false information or to prevent the use of Arnold by the Client that has disclosed information contrary to these Product Terms. The Client hereby expressly agrees that LMC will retain information on data entry in the Arnold enabling unambiguous identification of a specific Client.
LMC reserves its right to prevent the use of Arnold by the Client that has repeatedly and substantially breached the Agreement by all available technical and legal means.
OTHER CLIENT’S RIGHTS AND OBLIGATIONS
The Client declares and undertakes to ensure that:
LMC is entitled to handle the e-mail addresses and other contact details of the Users sent to LMC by the Client and Data submitted by the Users within the use of Arnold and in accordance with the applicable laws and regulations, especially the General Data Protection Regulation (EU) 2016/679;
The Client will comply with all provisions of applicable laws and regulations when handling e-mail addresses and other User data, in particular will inform Users about the processing data according to Product Terms. The Client agrees to inform Users particularly about the purposes of the processing, legal backgrounds and her/his rights.
The Client is not obliged to use the ordered Arnold.
The Client must appoint a contact person with an e-mail address to be able to use the Arnold in Administration portal. The access to the Client’s account/accounts in the Administration portal is protected by login data.
The Client shall be obliged with regard to Administration portal:
to protect his device against misuse;
to set sufficiently secure login data;
to prevent any sharing of login data with third parties;
to protect login data; and
to prevent misuse of login data.
The Client shall immediately notify LMC of any unauthorised use of login details or misuse of such details. LMC is not liable for any misuse of the Client’s login details or for any damage and claims of third parties arising from the breach of the above-mentioned obligations of the Client.
The Client guarantees that the obligations of these Product Terms are also fulfilled by the Users.
The Client shall not attempt to access parts of Arnold to which it was not explicitly granted access by LMC and/or use the Arnold in a way that is contrary to the purpose of the Agreement.
The Client shall inform LMC about all security deficiencies of Arnold detected when using it and refrain from publishing the security deficiencies for at least ninety (90) days of the notification to LMC.
Arnold is provided for a price that the Client shall pay to the LMC in the amount according to the LMC price list for Arnold available at https://www.arnold-robot.com/price-list valid as of the receipt of the order by LMC in the Administration portal.
The price shall be due based on the tax document (invoice) issued in accordance with the applicable law. LMC shall issue the invoice within fifteen (15) days of the date of conclusion of the Agreement. The invoice is payable on the fourteenth (14th) day of its issuance, unless agreed otherwise.
In the case of the provision of the Arnold, the taxable supply shall be deemed rendered on the day of the provision or the day on which a tax document is issued, with the exception of instalment or payment schedule, or a payment receipt, whichever may be earlier, or as otherwise provided or as otherwise provided by the applicable law. Arnold shall be deemed provided on the day of sending of the Invitation.
The Client is not entitled to a refund of the price paid or a discount on the price if the Client does not use the ordered Arnold or for reasons not exclusively attributable to LMC.
If the Client is in default with the payments of the price or any part thereof for more than fourteen (14) days, LMC shall be entitled to interrupt (not start with) the provision of the Arnold until the price is fully paid by the Client. The provision of Arnold will be resumed immediately (or in an agreed term, if not yet commenced) after crediting the amount due to the LMC account. The Client is not entitled to an extension of the duration of the provision of the Arnold by the period for which the provision of the Arnold was suspended, and is not entitled to any discount or other reduction in the agreed price for the Arnold.
AVAILABILITY OF THE SERVICES TO THE USER AND COPYRIGHT
The Client acknowledges that the Arnold may be provided to the User only under the following terms, which the Client undertakes to fulfil:
the Client and the Users are entitled to use Arnold only for their own needs and for the fulfilment of the Client’s needs deductible to the Client on the basis of particular order;
using the Arnold or its parts is always allowed only to a particular User, who is provided with his or her personal e-mail link and SMS phone number.
The whole content of the Arnold is protected by copyright laws and regulations and other intellectual property rights, and LMC is the exclusive holder of these rights, or they belong to the licence provider, as the case may be. Granting access to the Arnold to the Client or the User does not provide any rights associated with capturing, displaying, reproducing and disseminating the form, image, representations, or image and sound records concerning the person (persons) acting within the digital content made available within the Arnold, nor the name, surname, or academic degree, including the processing and incorporation into an audio-visual work or for any other marketing purposes. Any such use is allowed only with the express consent of the authorised persons or in accordance with the applicable laws and regulations.
The User and/or Client must not use the Arnold or any part thereof by means of dissemination or copying or further technical processing without a consent demonstrably granted by LMC. The Clients and/or Users are also prohibited from tampering in any way with the technical means or contents of the Arnold.
In the event of a breach of the above terms, LMC is entitled to suspend or discontinue, as well as otherwise prevent access to Arnold to the relevant Client or User (including data deletion). In such cases, the Client is not entitled to any compensation from LMC.
The Client is obliged to obtain licences for the use of all works presented in the Data and grant LMC appropriate licenses and/or rights to the reasonable extent so LMC can provide Client with Arnold, and is also obliged to pay remuneration for these licences and all associated costs. LMC is not liable for the breach of copyright by the Client or Users. If any damage is incurred to LMC in relation to the breach of this provision by the Client and/or Users, the Client shall compensate LMC for all damages without undue delay following the LMC’s request.
Uploading, saving or printing materials stored in Arnold is only allowed for private (internal) purposes, and the materials thus obtained shall not be further distributed / reproduced in any way. Any other mechanical or electronic reproduction or modification without the prior written consent of LMC is prohibited.
If Arnold does not have specified properties, the Client shall notify LMC. If the Client fails to notify a defect without undue delay after it could have been detected as a result of timely inspection or due care (especially once the defect concerned has been reported by the User), the Client may be denied the right arising from defective performance.
In case of defective performance, the Client has the right to a compensation or replacement Arnold based on an agreement with LMC.
In case the Arnold is unavailable for more than seventy two (72) consecutive hours, the Client has the right to cancel the order and claim return of an adequate proportion of the price corresponding to the Arnold which could not be fully obtained.
SERVICE-LEVEL AGREEMENT AND LIMITATION OF LIABILITY
The Arnold should be available for the Users in 24/7 mode. LMC reserves the right to suspend providing Arnold due to technical reasons for a time period necessary to fix Arnold, however, no more than one (1) hour.
In the event of a defective performance by LMC, the Parties agree that LMC will compensate the Client primarily by substitute performance of other service at the corresponding value.
LMC is not liable for any damage caused by force majeure or defects outside LMC’s equipment. Force majeure is deemed to mean a temporary or permanent, extraordinary, unforeseeable and insurmountable obstacle arising independently of LMC’s will. In the event of force majeure on the part of LMC, LMC shall notify the Client of the situation and its cause without undue delay. Unless agreed otherwise, LMC will continue to fulfil the Agreement to the extent of its best abilities and capabilities, even though available alternative means to meet its contractual obligations.
The liability of LMC for damages shall be limited to the amount paid by the Client for Arnold under the Agreement within the period preceding the claim. LMC is not obliged to compensate the Client for damages that could not be anticipated at the time of the conclusion of the Agreement that arise from other than technical and software equipment of LMC.
Notwithstanding above, LMC shall be liable in full (i) in cases of intent and gross negligence and (ii) for personal injury, bodily harm, death, and other harm on a natural person’s absolute/natural rights.
The Parties undertake to maintain the confidentiality of information. Confidential information shall mean any information and data that the Parties obtain in direct or indirect relation to the negotiation regarding mutual cooperation, in particular, all data, documents, computer media and business terms of all kinds and forms, tangible and intangible, which are mutually provided by the Parties in writing or orally within the presentation or otherwise for the purpose of mutual cooperation. Confidential information shall also mean all information on applicants, clients, know-how and other matters of the Parties that are not publicly available (or not designated to be publicly available) and known and are subject to business secret. Any press release or public announcement regarding the mutual cooperation shall be subject to the prior written approval of LMC.
The Parties undertake not to disclose such confidential information to any third party and to take measures to prevent third parties from having access to such information. The provisions of the previous sentence shall not apply to confidential information:
LMC is entitled or obliged to publish in connection with the Agreement;
which has been in the public domain as of the date of the disclosure thereof;
which has become or will become publicly known or available otherwise than through the breach of the contractual obligations of either of the Parties, their employees, advisers or consultants;
which has been disclosed based on an obligation resulting from the generally binding legal regulations or an authorized request of courts or relevant public authorities (e.g. a police authority);
disclosed based on an express consent of the relevant Party.
The confidentiality obligations shall remain effective regardless of the duration of the Agreement.
LMC hereby undertakes not to collect, gather, keep, disseminate, make available, process or use any confidential information, or combine the same with other information, in any manner without legal title or contrary to the Client’s directions. LMC undertakes to forward to the Client without undue delay any confidential information LMC may come into contact with beyond Arnold, and, in the period LMC handles the confidential information, to ensure that the same is sufficiently protected against any loss, theft, destruction, unauthorised access or accidental or other damage or other unauthorised use or processing.
If confidential information related to the Client needs to be disclosed to a third party or a User, LMC undertakes to ensure that the third party or User will be bound by the confidentiality obligations to the same extent as LMC.
LMC shall observe common security standards in respect of computer virus risks and computer network protection. LMC acknowledges its obligation to comply with all legal obligations related to data protection and business secrets.
TERMINATION OF THE AGREEMENT AND SANCTIONS
The Agreement between the client and LMC may be terminated:
upon the expiry of the period for which the Agreement was concluded, if such period is specified in the order or the Agreement;
by the an immediate termination of the Agreement in accordance with Article 14 of these Product Terms;
by agreement of LMC and the Client.
If the Client is in default with the payment of the price for Arnold, LMC is entitled to charge the Client the statutory default interest on the outstanding amount.
The obligation to pay sanctions shall be without prejudice to the obligation to compensate for damage in full or other rights arising from these Product Terms and/or law.
Even after the termination of the Agreement, LMC is obliged to meet its obligations arising from the relevant legal regulations governing the obligations related to personal data protection, particularly to prevent any unauthorised use of personal data until they are transferred to the Client or a third party designated by the Client according to the Client’s instructions, or until the data is safely disposed of.
Upon the termination of the contractual relationship established under the Agreement, :
LMC is obliged to terminate the personal data processing, except for the acts that are necessary to comply with the applicable legal regulations governing the obligations related to personal data protection and/or acts pursuant to Article 4 of these Product Terms; and
LMC may delete Client’s profile in the Administration portal or make Client’s login data invalid.
The provisions of these Product Terms that from their very nature should survive termination of this Agreement (such as 5.5, 6.6, 6.8, 8.5, 8.6, limitations of liability in Article 11, 12, 13 and 15) shall remain effective even after the Agreement is terminated.
IMMEDIATE TERMINATION OF THE AGREEMENT
LMC is entitled to terminate the Agreement immediately if:
the Client is in default with the payment of any of its debts to LMC (regardless on whether the debt arises from the Agreement or another agreement);
the Client damages the reputation of LMC and/or its trademarks;
the Client breaches his obligation to keep the content of confidential information under Article 12 of these Product Terms;
such is expressed in particular provisions herein; and
the Client substantially breaches the Agreement and/or these Product Terms.
The Client is entitled to withdraw from the Agreement only in the case of a material breach of the obligations by LMC. A material breach shall, in particular, mean a breach of LMC obligations due to which the provision of Arnold by LMC is demonstrably completely suspended for more than ten (10) consecutive business days in full, except where the suspension is due to force majeure.
The immediate termination of the Agreement shall only have future effects.
The Parties agree that their legal relationship shall be governed by the law of the Czech Republic.
The Parties hereby agree that any conflicts between them shall be subject to the exclusive jurisdiction of the courts of the Czech Republic, and the court of local jurisdiction shall be the general court of LMC or the regional court in the region where the general court of LMC is located.
LMC is entitled to unilaterally amend or supplement these Product Terms, as well as other contractual terms contained/mentioned in the Agreement and/or the Product terms, to the appropriate extent if there is a reasonable need to amend them. In this case, LMC is obliged to inform the Client about the effective date of the new terms affected by the amendment and notify the Client of these new terms affected by the amendment at least seven (7) business days prior to the effective date of the new terms, in an appropriate manner (primarily, but not exclusively, via e-mail or Administration portal). The appropriate extent shall mean the change to any of the provisions of the Product Terms, as well as other documents to which these Product Terms refer.
If the Client does not agree with the terms announced by LMC pursuant to Article 16.1 of these Product Terms, the Client is entitled to terminate the Agreement by delivering a disagreement within fifteen (15) days of the receipt of the LMC notification. In this case, the Agreement will be terminated on the effective date of the new terms affected by the amendment, or on the date on which the Client’s disagreement is delivered to LMC, whichever comes first.
These Product Terms are valid and effective as of 1 May 2020.