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General Terms and Conditions for provision of testing services concerning Wopee platform

The General Terms and Conditions for the provision of services of the company wopee labs s.r.o., with its registered office at Pujmanové 883/23, Podolí, 140 00 Praha 4, Czech Republic, ID No: 179 97 224, registered in the Companies Register kept by the Municipal Court in Praha, Section C, Insert no. 379856 (hereinafter “Provider”) govern the use of the Wopee App and Wopee System (hereinafter “Wopee platform”), subscription to the Wopee App and contractual relationships established between the Provider on one side and its Clients on the other side on the basis of a contract entered into by and between the Parties (hereinafter “Terms of Use“).

1. Introductory Provisions​

1.1 In accordance with Section 1751 of the Civil Code, these Terms of Use shall apply to contractual relationships being established between the Provider on one side and legal entities or individual entrepreneurs as clients on the other side regarding (i) the use of Wopee platform operated by Provider and (ii) Services to be provided by the Provider to Clients in connection with Wopee platform for a consideration agreed between the Parties. The Wopee platform is not intended for and cannot be used by consumers acting as Clients, unless these Terms of use state otherwise.

1.2 These Terms of Use form an integral part of each contractual relationship established between the Provider and a Client (i.e. of each Contract in accordance with paragraph 3.1 below), whose subject matter is the provision of Services by the Provider to the Client under the Contract, unless explicitly otherwise agreed in specific contractual provisions. These Terms of Use shall be binding upon the Parties for the whole period of duration of the contractual relationship until all receivables that have arisen between the Provider and Client are settled in full. Any special regulation in variance with these Terms of Use, that might possibly be agreed between Provider and Client in writing, shall supersede and take precedence over these Terms of Use in relation to a specific business transaction and contractual relationship to the extent to which the regulation stipulated in these Terms of Use differs from the written agreement between Provider and Client. As regards to the rest, these Terms of Use shall apply.

1.3 If any provision of these Terms of Use becomes invalid, ineffective or unenforceable, to whatever degree or extent, under the valid legal regulations, the validity, effectiveness, enforceability or another legal perfectness of the remainder of provisions shall not be affected thereby. Immediately after the existence of any of the above-mentioned facts has been ascertained, any such invalid, ineffective or unenforceable provision of the Terms of Use or a written agreement between the Provider and Client shall be replaced by a new wording of these Terms of Use or written agreement, containing new contents of the concerned provision. The same shall apply in the case of any legal gap.

1.4 The Provider may change the Terms of Use following the execution of this Contract. The Provider shall notify the Client in writing of a change in the Terms of Use, such notification can be done also by way of email. If within 30 days following the delivery of the written notification (email) regarding the changes to the Terms of Use the Client fails to inform the Provider in writing that it does not agree with the new wording of the Terms of Use, the new wording of the Terms of Use shall become binding and shall replace the original Terms of Use upon the expiry of a specified time limit of 30 days. If Client expresses its disapproval of the new wording of the Terms of Use in the prescribed manner, the Contract shall terminate on the last day of the contractual Term; the provisions of Clause 5.4 hereof shall not apply. All fees and any other payments made by the Client to the Provider before the termination of the Contract according to this provision will always be considered as payments made in accordance with the Contract and the Client shall no right to any refund.

2. Interpretation​

2.1 The capitalized words below shall have the following meaning:

  • Add-ons: additional Services specified in the Specification of Services which are not included in Service Packages to be provided by Provider to the Client as specified in the Contract;

  • Civil Code: act no. 89/2012 Coll., Civil Code as amended;

  • Client: individual entrepreneur or legal entity which as a client in connection with their business activities entered into a Contract; for avoidance of doubt the term “Client” excludes consumers who are not eligible to enter into a Contract, unless these Terms of use state otherwise;

  • Client’s Data: any data provided by the Client or Client’s Personnel in connection with the use of the Wopee platform and/or the Services and any data submitted, transferred or uploaded to that Wopee platform which might include Personal Data and Sensitive Personal Data;

  • Client’s Personnel: employees or individual contractors of the Client who are permitted to use the Wopee platform and its features;

  • Confidential Information: means all information disclosed by a Party that relates to the business, customers or financial or other affairs of a Party other than information that is in the public domain;

  • Consumer: is an individual (a natural person), who is acting outside the scope of an economic activity (trade, business craft, liberal profession)

  • Contract: contract for the provision of Services entered by and between the Parties to which these Terms of Use apply;

  • Data Processing Agreement: agreement governing the processing of Personal Data under the Contract attached in Annex 2 hereto;

  • Data Protection Laws: all applicable law and regulation concerning data protection and/or privacy in or relating to the European Union, including the EU General Data Protection Regulation (2016/679) as well as all local laws or regulations in force from time to time, in any country which as is a member state of the European Union, implementing, giving effect to, replacing, consolidating or otherwise supplementing the law and regulation concerning data protection and/or privacy in or relating to the European Union, or which otherwise concern data protection and/or privacy;

  • Fees: the fees payable by the Client to the Provider for the Subscriptions, as set out in the Contract in respect of the Term and any Renewal Period;

  • Malware: thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any part of the Wopee platform or any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

  • Party: the Provider and/or Client including its legal successors;

  • Personal Data: has the meaning set out in data Protection Laws and includes also Sensitive Personal Data;

  • Price List: price list of Services available on the Provider’s Website as amended from time to time by the Provider;

  • Renewal Period: each period renewing and extending the Term as agreed in the Contract or any renewal thereof;

  • Sensitive Personal Data: has the meaning set out in Data Protection Laws;

  • Services: the services provided by Provider to the Client under the Contract using Wopee platform and accessible via the Website whose description is contained in the Specification of Services;

  • Service Packages: set(s) of Services specified in the Specification of Services;

  • Service Support: the support services described in the Specification of Services provided by the Provider as agreed in the Contract;

  • Specification of Services: description of Services and Service Support including instructions how to use Wopee platform that is available on the Website as amended by the Provider from time to time;

  • Subscriptions: the subscriptions of Services (Service Packages) including Add-ons purchased by the Client, up to the amount specified in the Contract (as may be varied or deemed varied from time to time), by which the Client and the Client’s Personnel are entitled to access and use the Services and in accordance with the Contract;

  • Term: term of validity of the Contract including Renewal Periods detailed in the Contract and any amendment thereof;

  • Wopee App: software applications and programs owned or used by that Provider that provide the functionality and features of the Services;

  • Wopee System: the information technology system consisting of inter alia servers, storage and networking equipment, and including the Wopee App which is owned or controlled or used by the Provider and by which means the Services are accessible by a Client;

  • Website: the website wopee.io, or any other website notified to the Client by Provider from time to time which is to be used to obtain and access the Services.

    2.2 Unless otherwise specified herein:

  • 2.2.1 words expressing the singular only shall be deemed to include the plural and vice versa;

  • 2.2.2 reference to the Contract or these Terms of Use or to any other document is a reference to the Contract or these Terms of Use or to that document as modified or amended, from time to time as permitted by the provisions of the Contract or these Terms of Use;

  • 2.2.3 "person" includes any individual, firm, company, corporation, government, state, foundation, or any association, partnership;

  • 2.2.4 "written" or "in writing" includes emails and other forms of communication made using the Website, but excludes all other messages sent by mobile phone or via any instant messaging or similar.

3. Formation of the Contract​

3.1 A Contract between Provider and Client is concluded either by means of (i) the Provider´s express and full written approval of the contents of the Client´s written and signed Contract proposal, i.e. by proposal acceptance that takes effect upon delivery to the Client of the the Provider´s acceptance of the proposal (hereinafter „Confirmation of Acceptance“), or upon (ii) the Client’s acceptance of the Contract proposal made by Provider via Website, i.e. by accepting such proposal by electronic means (confirming the acceptance using acceptance/buy button on the Website) that takes effect upon delivery to the Client of the Provider´s email confirmation of the Contract conclusion (hereinafter „**Confirmation of Contract**“) or upon (iii) conclusion of a separate Contract between the Provider and the Client.

3.2 A Client’s written Contract proposal must correspond to the Contract proposal template made available to the Client by the Provider and have the form and contents specified by the Provider. Sending by the Client of the signed Contract proposal to the Provider shall be deemed to be an express consent of the Client to the terms and conditions of the Contract set forth in the Contract and in these Terms of Use (the Client thereby grants approval to the terms and conditions of the Contract set forth in the Contract and these Terms of Use) provided that the Contract proposal includes an unambiguous reference to these Terms of Use and the Client´s express representation that the Client has been acquainted with the contents of these Terms of Use and that it agrees with their application to the given contractual relationship with the Provider. As a rule, the written Confirmation of Acceptance, based on which the Contract according to the paragraph 3.1 (i) above is concluded, shall be sent to Client’s email address specified by the Client in the Contract proposal.

3.3 A Contract proposal made by the Provider via Website shall include a link to these Terms of Use. Applying the acceptance/buy button on the Website by the Client shall be deemed to be an express consent of the Client to the terms and conditions of the Contract set forth in the Contract and in these Terms of Use (the Client thereby grants approval to the terms and conditions of the Contract set forth in the Contract and these Terms of Use). As a rule, the written Confirmation of Contract, based on which the Contract according to paragraph 3.1 (ii) above is concluded shall be sent to Client’s email address specified by Client in the Contract.

3.4 By concluding the Contract Client expressly consents and agrees to processing of Personal Data according to the Data Processing Agreement.

4. Contents and Elements of the Contract​

4.1 Under the Contract, the Provider grants to the Client, subject to the payment of Fees (unless provision of services within Service Package is free of charge), a license or a number of licences corresponding to the number of Subscriptions specified in the Contract to use the Services and to allow such use to the Client’s Personnel for the Term. The license under the Contract is granted to the Client for its internal purposes as non-exclusive, non-transferable right, without the right to grant sublicences and without the right to assign the license.

4.2 The Contract shall include and/or specify the:

  • 4.2.1 Number of the Client’s Personnel authorised to access and use the Services;

  • 4.2.2 Number of Subscriptions corresponding to the number of licences;

  • 4.2.3 Term;

  • 4.2.4 Service Packages;

  • 4.2.5 Add-ons;

  • 4.2.6 Total amount of Fees for the Subscriptions for the Term.

5. Changes to the Contract and its renewal​

5.1 The Client shall, prior to conclusion of any amendment to the Contract, inform the Provider that it requires additional Subscriptions above the number specified in the Contract with details of the date on which the additional Subscriptions and licenses shall be granted.

5.2 The Contract may be only changed by agreement of the Parties in form of an amendment to the Contract. Such amendment may be concluded in the form of the Client’s written proposal and its written acceptance by the Provider, i.e. by accepting such proposal by electronic means confirming the acceptance using acceptance/buy button on the Website to be evidenced by the Provider´s email confirmation on amendment conclusion sent to Client’s email address specified by Client in the Contract.

5.3 During the Term or any Renewal Period the Client may purchase additional Subscriptions exceeding the number of Subscriptions specified in the Contract (or any amendment thereof) for the purposes of additional members of Client’s Personnel to access and use the Services and/or the Client may purchase additional Services (including Add-ons) on top of the Services specified in the Contract (or any amendment thereof). The Provider undertakes to grant to the Client additional licenses corresponding to such additional purchased Subscriptions and/or Services and grant access to the Services to the Client and Client’s Personnel subject to payment of Fees for those additional licenses. The additional Subscriptions and/or Services shall be purchased and valid for the remaining period of the Term or any Renewal Period (as applicable) and the Fees shall be charged from the date on which the amendment to the Contract becomes effective for the remainder of the Term or the current Renewal Period.

5.4 Unless the Provider or the Client notifies the other Party in writing at least 30 days prior to the end of Term or Renewal Period (as applicable) that it does not wish for the Term or Renewal Period to be renewed, the Term or Renewal Period and the Contract shall be renewed for an additional period of time, which will be the same to the previous Term or Renewal Period (as applicable). The terms and conditions of the Contract applicable to the original Term or Renewal Period shall also apply to the next Renewal Period unless the Parties agree otherwise and with the exception of Fees for the Renewal Period which shall be charged at Provider’s then-current rates specified in the valid Price List.

6. Fees and Payment​

6.1 The Fees for the Services, Service Packages and Add-ons are specified in the Price List. The Provider shall be entitled to change the Fees, including the fees payable in respect of the additional Subscriptions by means of amending the Price List at its own discretion; amended Price List shall be effective towards the Client upon giving 30 days’ prior written notice to the Client; such amended Price List shall not apply to Subscriptions purchased by the Client prior the effectiveness of the amended Price List within the current Term or Renewal Period.

6.2 Upon the conclusion of the Contract according to Clause 3 hereof, the Provider shall without undue delay issue to the Client an invoice for the Fees payable in respect of the Term and the Client shall pay such invoice within 10 days after the date of such invoice.

6.3 In case of purchase of additional Subscriptions pursuant to Clause 5.2 hereof, the Provider shall issue an invoice for the Fees payable in respect of the additional Subscriptions without undue delay of receiving the Client’s requirement for additional Subscriptions and the Client shall pay such invoice within 15 days after the date of such invoice.

6.4 In case of Contract renewal according to Clause 5.4 hereof, the Provider shall issue an invoice for the Fees payable in respect of Renewal Period at least 20 days prior to the end of Term or Renewal Period (as applicable) and the Client shall pay such invoice within 15 days after the date of such invoice.

6.5 The Client undertakes to pay the invoice by wire transfer duly and in time. All transaction fees, bank charges and/or fees charged in connection with credit/debit card payments, which are incurred by the Provider in connection with payments made under the Contract, shall be the borne by the Client and payable in addition to the Fees.

6.6 If the Fees or any part thereof is not received by the Provider within the invoice due date, the Provider shall have the right to suspend the provision of Services without having any liability to the Client. Within the above right of suspension, the Provider shall be entitled (without prejudice to any other rights and remedies of Provider) to deny and/or disable access to all or part of the Services to the Client and any and all of the Client’s Personnel until such invoice is paid in full.

6.7 The Client shall pay default interest rate amounting to 0.03% per day for any defaulted monetary payment which is not paid to the Provider when due.

6.8 Any and all amounts and fees including Fees are exclusive of value added tax, which shall be added to Provider's invoice at the appropriate rate.

6.9 Parties may agree on Fees payment in monthly/quarterly/annual arrears. In that case Provider shall issue (i) invoice for each Fees instalment at least 20 days prior to the end of calendar month for the next calendar month, quarter or year or (ii) a payment schedule specifying due dates which is to be attached to the Contract. The Price List may include different amount of Fees for advance payment and payment in arrears.

6.10 Any and all amounts and fees payable under the Contract are non-cancellable and non-refundable.

7. Services, Service Packages, Add-ons​

7.1 Provider provides Services in Service Packages with the exceptions of Add-ons. Description of Service Packages is included in Specification of Services. Fees for Service Packages are included in the Price List.

7.2 Add-ons are additional services not included in Service Packages and as such need to be purchased by the Client separately. A description of Add-ons is included in Specification of Services. Fees for Add-ons are included in the Price List.

7.3 The Provider shall provide the Services (Service Packages and/or Add-ons) to the Client during the Term and any Renewal Period subject to limitations set forth herein in the scope agreed by the Parties in the Contract.

7.4 The Provider shall provide the Client with Service Support with the terms and conditions described in the Specification of Services.

8. Client’s Obligations​

8.1 The Client undertakes to provide the Provider with all cooperation, assistances and information required by the Provider in relation to the Contract, which might be necessary for proper provision of Services. The information to be provided by the Client to the Provider as Client’s Data are detailed in the Specification of Services.

8.2 The provision of cooperation, assistances and information according to Clause 8.1 hereof is prerequisite for the provision of Services. Provided the Client fails to provide the required cooperation, assistances and/or information, the Provider may without having any liability to the Client suspend the provision of, deny and/or disable accesses of the Client and/or Client’s Personnel to the Services or adjust any agreed timetable for Services delivery as necessary.

8.3 The Client further shall

  • 8.3.1 comply with all applicable laws and regulations;

  • 8.3.2 carry out all other Client’s obligations set out in Contract and these Terms of Use in a timely and proper manner;

  • 8.3.3 ensure that the Client’s Personnel access and use the Services in compliance with the terms and conditions of the Contract, these Terms of Use and Specification of Services and shall be responsible for any breach of the Contract, these Terms of Use and Specification of Service by the Client’s Personnel’s;

  • 8.3.4 use all reasonable effort to prevent any unauthorized access to, or use of, the Services and to promptly notify Provider in case of any such unauthorized access or use;

  • 8.3.5 obtain and maintain all necessary licenses, consents, and permissions (including consents and permission to use the Client’s Data, Personal Data, and Sensitive Personal Data) necessary for the Provider to perform its obligations under the Contract;

  • 8.3.6 ensure that the Client’s IT systems comply with the specifications as set forth in Specification of Services;

  • 8.3.7 ensure that the maximum number of Client’s Personnel authorized by the Client to use and access the Services at any time shall not exceed the number of Subscriptions purchased by the Client at that given time;

  • 8.3.8 be solely responsible for procuring and maintaining the Client’s and/or Client’s Personnel’s internet and other connections and telecommunications links from its IT systems to the Wopee platform, and all problems, conditions, delays, delivery failures, and all other loss or damage arising from or relating to the Client's internet connections or telecommunications links;

  • 8.3.9 ensure that each of the Client’s Personnel maintains a secure password required for accessing the Services and that such password is kept confidential;

  • 8.3.10 not access, store, distribute or transmit any Malware, or any material during the course of its use of the Services that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, or harassing, (ii) facilitates illegal activity, (iii) depicts sexually explicit acts, (iv) promotes violence, (v) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, (vi) might cause damage or injury to any person or property, or (vii) the use or analysis of which breaches or would breach its obligations under the Data Processing Agreement and/or obligation arising from Data Protection Law. In these cases, the Provider reserves the right, without liability or prejudice to its other rights to the Client, to disable the Client's access to any material that breaches the provisions of this Clause;

  • 8.3.11 not make any attempts and ensure that such attempts are not made by the Client’s Personnel to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, de-compile, reverse compile, disassemble, reverse engineer, transmit, or distribute all or any portion of the Wopee platform and/or Specification of Services in any form or by any means;

  • 8.3.12 not design software or service which competes with the Services and/or the Wopee platform;

  • 8.3.13 not use the Services to provide services to third parties;

  • 8.3.14 not license, sell, rent, lease, transfer, assign, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Client’s Personnel unless these Terms of Use states otherwise;

9. Provider’s Obligations​

9.1 The Provider undertakes to perform its duties and obligation under the Contract and these Terms of Use in order to provide the Services to the Client.

9.2 The Provider shall not be obliged to provide the Services in a manner described in the Contract and these Terms of Use in case that the use of the Services by the Client and/or Client’s Personnel does not comply with the Contract, Terms of Use and instructions included in the Specification of Services. The same applies to the use of the Services in modified manner which has not been authorised by the Provider.

10. Client’s Data and its protection​

10.1 Any and all rights and titles to the Client’s Data submitted or transferred to the Wopee platform remain with the Client which is solely responsible for its usability and accuracy for the Services.

10.2 The Client’s Data shall by handled by the Provider in a manner that complies with the Data Processing Agreement and the Data Protection Laws as further detailed in the Data Processing Agreement.

11. Provider’s liability for the provision of Services and in relation to Services​

11.1 Regardless anything to the contrary mentioned herein, the Provider does not guarantee that the use of Services will be free of errors or interruptions and that it will meet Client’s requirements and help the Client achieve anticipated goals.

11.2 The Provider shall be responsible for the accuracy of information, notifications, results, data or disclosures (collectively “Data”) supplied by the Provider to the Client or otherwise obtained or delivered while using the Wopee platform in the course of the use of the Services by the Client. The Client assumes sole responsibility for any and all conclusions made from these Data. The Parties hereby to the fullest extent permissible under applicable law expressly disclaim any and all responsibility and liability of the Provider to the Client in respect of such Data, the Client’s conclusions drawn from such Data, reliance upon such Data, or any steps, measures or actions taken or omitted to be taken relating to such Data. To the fullest extent permitted under applicable law, the Client hereby waives all its rights (including rights to compensation for damages) vis-à-vis the Provider regarding the Data.

11.3 The Provider does not make any representation regarding the Services. Therefore, all warranties, representations, conditions and all other terms of any kind whatsoever are, to the fullest extent permitted by applicable law, excluded from the Contract.

11.4 Subject to the provision of this Article the total and aggregate liability of Provider to the Client whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the performance or non-performance or contemplated performance of the Contract shall be limited up to 100 % of the total Fees paid for the Subscriptions during 30 calendar days immediately preceding the date on which the claim arose. The Parties have agreed that the Provider shall not be responsible for any indirect or consequential damage caused to the Client.

11.5 The Provider’s liability for any breach of its obligations under the Data Protection Laws towards public authorities or data subjects shall not be affected by the limitations included in this Article.

12. Indemnity​

12.1 The Client shall defend and indemnify the Provider, and its officers, directors and employees, on demand, from and against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court and administrative fees and reasonable legal fees) arising out of or in connection with the use of the Services by the Client and/or by any of the Client’s Personnel.

13. Termination​

13.1 The Contract is concluded for the Term with automatic renewal as described in Clause 5.4 hereof.

13.2 Either Party may terminate the Contract with immediate effect by giving written notice to the other Party if:

  • 13.2.1 the other Party fails to pay any amount due under the Contract on the due date for payment and remains in default for more than 30 calendar days after the payment due date;

  • 13.2.2 the other Party commits a material breach of its obligations hereunder or fails to remedy a remediable breach within a period of 30 calendar days of the receipt of a notice in writing requiring such remedy;

  • 13.2.3 the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts;

  • 13.2.4 the other Party files an application for its bankruptcy/insolvency or an application for its composition;

  • 13.2.5 the other Party becomes insolvent or unable to pay its debts under the insolvency laws of any jurisdiction applicable to that Party;

  • 13.2.6 an order is made, petition presented or resolution passed for the winding up of the other Party;

  • 13.2.7 an administrator, receiver or manager is appointed in respect of the other Party or all or any of its assets.

    13.3 Provided the Contract is terminated for any reason:

  • 13.3.1 all licenses granted under the Contract shall immediately terminate;

  • 13.3.2 the Client shall immediately cease use of the Services and ensure that the Client’s Personnel ceases use of the Services;

  • 13.3.3 the Client shall return and make no further use of any property belonging to Provider;

  • 13.3.4 The Provider shall anonymize the Client’s Data including Personal Data and be allowed to use such anonymized data for its internal purposes without any restrictions;

  • 13.3.5 The Provider shall delete any and all Client’s Data including Personal Data which have not been anonymized pursuant to Clause 13.3.4 hereof within 180 calendar days of the termination of the Contract.

14. Confidentiality​

14.1 Subject to Clause 14.2 hereof each Party undertakes that it shall:

  • 14.1.1 not use or disclose to any person the Confidential Information it has or acquires; and

  • 14.1.2 make every effort to prevent the use or disclosure of the Confidential Information; and

    14.2 Clause 14.1 does not apply to the disclosure of the Confidential Information:

  • 14.2.1 to the extent that it is generally known to the public not as a result of a breach of any duty of confidentiality by the relevant Party;

  • 14.2.2 to a director or employee of the Provider or the Client who is required to have access to the Confidential Information for the fulfillment of his or her duties and responsibilities;

  • 14.2.3 to the extent that it is required to be disclosed by law, or by a governmental authority or other authority with relevant powers to which Provider or the Client is subject, whether or not the requirement has the force of law, provided that the disclosure shall, so far as is practicable, be made after consultation with the opposite Party and after taking into account the reasonable requirements as to its timing, content and manner of making or despatch;

  • 14.2.4 to an adviser for the purpose of advising the Party in connection with the Contract provided that such adviser shall abide by the terms and conditions of confidentiality as set out herein;

  • 14.2.5 with the other Party’s prior written consent; or

  • 14.2.6 for the purposes of any court, arbitral, or administrative proceedings.

    14.3 Upon expiry or termination of the Contract the receiving Party shall promptly return, or (if so requested by the disclosing Party) destroy, all Confidential Information of the disclosing Party with the exception of data which have been anonymized pursuant to Clause 13.3.4 hereof.

    14.4 No announcement or circular in connection with the existence or the subject matter of the Contract shall be made or issued by or on behalf of a Party without the prior approval of the other Party, such approval should not be unreasonably withheld or delayed. This shall not affect (i) any announcement or circular required by law, and (ii) any standard market press release provided that such press release does not include any specifics of the Contract but only informs of the fact that the contract has been concluded. The Provider shall be entitled to use the name and logo of the Client for promotional and marketing purposes.

15. Free of charge provision of Services​

15.1 Provided the Services are within the Service Package made available to the Client free of charge, these Terms of Use apply to such free of charge use of Services to the extent and with alterations specified in this Article.

15.2 Any and all provisions of these Terms of Use which regulate Client’s rights do not apply to the free of charge use of Wopee platform and free of charge use of Services.

15.3 Any and all provisions of these Terms of Use which regulate the Provider’s obligations do not apply to the free of charge use of Wopee platform and the free of charge use of Services.

15.4 The Provider is unilaterally and in its own discretion entitled and allowed to limit and/or change the Client’s access to the Wopee platform, Services, Service Packages or Add-ons or prohibit the Client to use the Wopee platform, Services, Service Packages or Add-ons or parts thereof. Namely, Provider is entitled to deny the Client, some of the Client’s Personnel access to the Wopee platform, Services, Service Packages or Add-ons without the Client having any claims or remedies against the Provider.

15.5 Articles 1, 2, 3, 4, 5, 6 and 7 of these Terms of Use apply to the free of charge use of Wopee platform and free of charge use of Services mutatis mutandis with necessary alterations arising from the application of Clauses 15.1, 15.2 and 15.3 while not affecting the main point at issue.

15.6 Articles 8, 10, 12, 14, 15, 16, 17, 18 and 19 and Clauses 11.1, 11.2 and 11.3 of these Terms of Use apply to the test free of charge use of Wopee platform and free of charge use of Services without any change.

15.7 The total and aggregate liability of Provider according to Clause 11.4 of these Terms of Use shall be limited to CZK 1.

15.8 Client acknowledges that any of the Client’s Data submitted, transferred or uploaded to the Wopee platform may be deleted without the Client having any claims or remedies against Provider.

16. Consumer​

16.1 The Provider may ai its discretion allow the use of Services by Consumer. Such use of Services is always free of charge under the conditions set out in Article 15 hereof.

16.2 Provided the Services are within the Service Package made available to the Customer, the Customer is prohibited to transfer any Personal Date (regardless if such Personal Data concern the Consumer or any other individual) to the Wopee platform.

16.3 Consumer shall not use the Services in any way whatsoever except for use of the Services for personal, non-commercial uses in compliance with these Terms of Use.

16.4 The Provider informs the Consumer that:

  • 16.4.1 the cost of distance communication is subject to no additional fees (Provider charges no additional fees to the amount charged by the Consumer’s internet/telephone provider);

  • 16.4.2 Provider does not enter into ongoing contracts;

  • 16.4.3 considering that Services are made available to Consumer free of charge and there are no other fees and/or charges, taxes and costs no additional information mentioned in § 1820 Section 1 lit. d) and e) of the Czech Civil Code are required;

  • 16.4.4 according to the Consumer Protection Act, Consumer has the right to an out-of-court settlement of a consumer dispute arising from the Contract. The subject of out-of-court settlement of consumer disputes is the Czech Trade Inspection Authority, Štěpánská 567/15, 120 00 Prague 2, web: http://www.coi.cz.

  • 16.4.5 Consumer can and may withdraw from the Agreement within a period of 14 days commencing on the day of: conclusion of the Contract. Consumer may withdraw from the Contract by completing and submitting the model withdrawal form which forms Annex 3 hereto; once submitted, the completed form is confirmed as received by the Provider in writing (e-mail) without undue delay. Consumers may withdraw from the Contract also by sending a notice of withdrawal to the Provider’s registered address.

  • 16.4.6 there are no costs incurred in association with withdrawal from the Contract to be borne by the Consumer.

  • 16.4.7 The Consumer is not required to pay any Fees for the Services already commenced to be provided under a withdrawn Contract.

    16.5 If the Consumer withdraws from the Contract, then is obliged to cease the use of Services without undue delay, however, no later than within 14 days after withdrawing from the Contract.

17. Entire Agreement​

17.1 The Contract, these Terms of Use and its Annexes express the entire agreement between the Parties and supersedes any negotiations or prior agreements on the subject matter of the Contract.

17.2 The Parties confirm that their intentions have been in their entirety included in the Contract and these General Terms and Conditions and express clearly the Parties’ requirements.

18. Waiver​

18.1 Neither the Party’s failure to exercise any power given to it under the Contract or to insist on the other Party to comply with any obligation under the Contract nor any custom or practice of the Parties shall constitute any waiver of any of rights under the Contract. Any waiver made by the Party must be in writing and shall not affect or impair the Party’s rights in respect of any subsequent default of any kind nor shall any delay by or omission of the Party to exercise any rights arising from any of the other Party’s defaults and/or breaches of the Contract shall affect or impair the Party’s rights in respect of the said default or any default of any kind.

19. Assignment​

19.1 The Client shall not, without the prior written consent of the Provider, assign or transfer, all or any of its rights or obligations under the Contract.

19.2 The Provider may at any time assign or transfer all or any of its rights or obligations under the Contract.

20. Force Majeure​

20.1 Neither Party shall not be liable for failure to perform any obligation under the Contract or for delay when such failure or delay is due to circumstances which cannot be influenced or predicted (force majeure). Neither Party shall not be deemed to be a party in delay or otherwise in breach of the provisions of the Contract and shall not be obliged to perform its obligations for as long as force majeure lasts.

21. Governing Law and Jurisdiction​

21.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of the Czech Republic without the application of conflict of laws rules which is for the purposes hereof the applicable law. All disputes arising in connection with the Contract or its validity shall be submitted to Czech courts.

21.2 If the Client is a Consumer and the laws of Consumer’s state or country do not permit for Czech law to be the governing law, the governing law (only in relation to Consumer’s rights) and forum shall be the laws and courts of Consumer’s usual place of residence regardless of conflict of laws principles

21.3 This Terms of Use describe certain legal rights. Consumer may have other rights under the laws of Consumer’s state or country. These Terms of Use don’t change Consumer’s rights under the laws of Consumer’s state or country if the laws of Consumer’s state or country do not permit it to do so.

Annex 1: Specification of Services​

1. Service specification​

1.1 Wopee is an autonomous testing platform providing a compact testing service that helps to increase efficiency (reduce build and maintenance efforts) and increase testing coverage in product software development. It is dedicated to functional and visual validation and testing of web applications.

1.2 The service is provided via a cloud platform where users manage and maintain their testing projects. Tests are executed on the customer machines or via platform test runners.

1.3 The key components of the platforms are:

  • 1.3.1 Commander to manage and maintain the entire solution.

  • 1.3.2 Bot to conduct interaction with the system under test.

  • 1.3.3 Assistants to increase coverage and efficiency of your existing test automation.

  • 1.3.4 Testing bots (runners) to execute tests by Bot which were set up via Commander.

2. Usage options​

2.1 Standard plans – paid per month

Our paid plans include Basic, Premium, and Ultimate, along with additional Free and Enterprise options. You can find more information about each plan on our pricing page.

2.2 Add-ons According to the "Specification of Services" mentioned in the Contract, Provider may offer additional services to the Client which are not included in the Service Packages. These services may include:

  • More transactions, charged on a monthly basis
  • More test runners, charged on a monthly basis
  • Longer data retention period, charged per project and per month.

3. Prerequisites for usage​

3.1 Connectivity into internet from customer infrastructure

3.2 Data are stored in the public cloud and will be automatically regularly removed

3.3 To ensure the proper provision of Services, the Client must provide and store the following data on the Wopee platform: test runs, test results, and any other information about the system under test.

Annex 2: Data Processing Agreement​

See GDPR

Annex 3: Contract withdrawal​

In case you are willing to withdraw from the contract, please contact us via email: help@wopee.io and provide following details:

  • When your subscription started
  • Customer name
  • Customer Address