1.1 These Terms and Conditions (hereinafter referred to as "Terms and Conditions") govern the mutual rights and obligations of the parties to the Digital Content Delivery Agreement (hereinafter referred to as "Agreement") concluded between FLAT ZONE s.r.o, with its registered office at Prague 5 - Stodůlky, Bucharova 2641/14, Postal Code 158 00, ID No.: 06682634, registered in the Commercial Register maintained by the Municipal Court in Prague under File No. C 285258 (hereinafter referred to as "FLAT ZONE") and another entrepreneur (hereinafter referred to as "User"; FLAT ZONE and the User are hereinafter referred to as "Parties" and each separately as a "Party").
1.2 FLAT ZONE is a trading company which, among other things, analyses data on the real estate market in the Czech Republic and other countries through machine learning and is the authorised operator of a software solution used to provide information on property prices and other information from the real estate market. The output of the software application is documents, price maps, charts and other information (hereinafter referred to as "Analysis"). The provisions of these Terms and Conditions form an integral part of the Agreement.
1.3 If individually agreed terms and conditions conflict with the provisions of these Terms and Conditions, the individually agreed terms and conditions shall prevail.
1.4 The website operated by FLAT ZONE, including all presentations on it, is of an informative and non-binding nature only and does not constitute a binding offer to conclude any contract or a proposal to supply goods or services within the meaning of Section 1732(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"). FLAT ZONE is not obliged to conclude any contract with respect to the presented content.
2. Subject of the contract
2.1This Agreement grants FLAT ZONE the User the right to exercise the right to use (i) the web application available on the FLAT ZONE website and/or (ii) the Analyses, in both cases to the extent agreed in the Agreement, and, where applicable, extended to the extent of the current state of the Web Application and/or FLAT ZONE's decision, as well as to exercise the right to use the Analyses for the uses, to the extent and for the purpose set out below (hereinafter referred to as the "License"), and the User agrees to provide FLAT ZONE with the agreed fee (hereinafter referred to as the "License Fee").
3. Licensing Terms
3.1 FLAT ZONE grants the User a non-exclusive, non-transferable and non-transferable licence to use the web application and/or the Analyses for the purpose of obtaining information and in particular analyses on the actual price development on the real estate market in the agreed territory. For the avoidance of doubt, no licence is granted by FLAT ZONE and the User is not entitled to grant a licence to any third parties, including its related companies and/or companies within the User's group. Any extension of the licence to companies within the User's group is only possible by express agreement of the Parties.
3.2 The licence shall become effective upon payment of the licence fee. The licence is temporary for the duration of the Agreement, unless otherwise stated in these Terms and Conditions. The licence to use the Analyses obtained by accessing the Web Application itself is permanent.
3.3 The User is not entitled to reproduce the web application in whole or in part, for a fee or free of charge (pursuant to Section 13 of Act No. 121/2000 Coll, Act on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (hereinafter referred to as the "Copyright Act")), to redistribute the original or copies of the Web Application or Analyses (pursuant to § 14 of the Copyright Act), to rent the Web Application or Analyses or copies thereof (§ 15 of the Copyright Act), to lend the Web Application or Analyses or copies thereof (§ 16 of the Copyright Act), display the web application or the Analyses or copies thereof (§ 17 of the Copyright Act), communicate the web application or the Analyses (and copies thereof) to the public (§ 18 of the Copyright Act), in particular in the ways specified in §§ 19-23 of the Copyright Act, sublicense the web application or the Analyses (§ 2363 of the Civil Code) or use the Analyses or any information used therein for promotional purposes. In the event of a breach of any of the obligations set out for the User in this Article 3.3, FLAT ZONE shall be entitled to claim from the User the financial benefit by which the User has been unjustly enriched, including any additional damages and costs incurred by FLAT ZONE in connection with the breach of such obligation by the User.
3.4 The User is not entitled to grant access to the Web Application under his/her access passwords to any third parties, including his/her related companies, companies within the User's group or professional advisors, without the prior consent of FLAT ZONE, which may be granted at the discretion of FLAT ZONE, either in writing by letter or by e-mail, and always for a specific third party.
3.5 The User shall be entitled to allow its end users access only to the web application (or part thereof) for which the User has obtained a license under this Agreement, and for this purpose FLAT ZONE shall provide the User with specific access data and the corresponding passwords. The User is not entitled to decompile these data and access passwords in any way. The User may not allow end users or third parties to install or attempt to use other products contained on media received from FLAT ZONE or to which the User has otherwise obtained access from FLAT ZONE.
3.6 All copyrights to the web application and related documentation remain at all times the property of the author or FLAT ZONE. Copyright notices and other proprietary notices contained in the web application may not be deleted or altered. The source code from which the object code of the web application is derived, as well as the source (raw) data (the source code and the source data are hereinafter collectively referred to as the "Source Code"), will not be disclosed and form part of the trade secrets of the author of the web application and, consequently, of FLAT ZONE. No access to the Source Code is granted. The User may not reverse engineer, reverse assemble or decompile the Software Application or otherwise attempt to recreate the Source Code through the Web Application, except to the extent and to the extent that such restriction is expressly prohibited by applicable law.
3.7 FLAT ZONE represents and confirms that it has the right to grant the license as set out in the Agreement and these Terms and Conditions. The User undertakes to notify FLAT ZONE promptly in writing of any claim made against the User for infringement of copyright or patent rights, trade secrets or other intellectual property rights and relating to the Web Application and/or the Analyses. The User further agrees to cooperate with FLAT ZONE to investigate, defend and resolve such claim.
3.8 The User acknowledges that FLAT ZONE is working to continuously improve the web application and to make additional information available. Changes to the scope of the licence (territorial scope, time scope, etc.) may be made, inter alia, by means of an order sent to FLAT ZONE, provided that the Parties have agreed that an e-mail form is sufficient to confirm its acceptance. The order shall become effective at the moment of sending its confirmation by FLAT ZONE, unless a different effective date for the changes is agreed.
4. Licensing fee
4.1 The licence fee shall be paid in advance on the basis of an invoice issued for the agreed period, unless the Parties agree otherwise. The invoice will be sent electronically to the User's e-mail address, unless otherwise agreed by the Parties. Invoices are due 14 days from the date of sending them to the e-mail address indicated. The User shall promptly notify FLAT ZONE, if applicable, of any errors or deficiencies in the invoice that would render the invoice license fee unpayable. In the event of delay in payment of the invoice, FLAT ZONE shall be entitled to suspend the User's access to the web application and the User shall be obliged to pay FLAT ZONE a contractual penalty in the amount corresponding to the pro rata amount of the licence fee per day of services provided under the Agreement for each day of delay in fulfilling this obligation.
4.2 The licence fee is deemed to be paid when it is credited to the FLAT ZONE bank account indicated on the tax document (invoice).
4.3 The License Fee shall be automatically indexed (increased) by (i) the annual rate of inflation in the Czech Republic as determined by the average annual consumer price index published by the Czech Statistical Office for the preceding calendar year, without the need to enter into an amendment to this Agreement, each year on the Anniversary Date (as defined below), but no more than once during any calendar year, if the licence fee is denominated in CZK or any other currency other than EUR, or (ii) the annual rate of inflation expressed as an increase in the Harmonised Index of Consumer Prices in the European Union HICP ("Annual rate of change: HICP - all items/EU") for the preceding calendar year, as published by Eurostat, if the royalty is denominated in Euros. The User is only obliged to pay the indexed licence fee from the date of delivery of the FLAT ZONE notice, until which time the User shall not be in default of payment of the increased licence fee. FLAT ZONE's failure to notify the User of the new amount of the indexed royalty shall not constitute a waiver of FLAT ZONE's right to increase the royalty. For the first indexation, the royalty rate as of the date of the Agreement will be used as the default. For each subsequent indexation, the royalty rate (plus the indexation made) from the previous calendar year will be used. FLAT ZONE shall notify the User in writing of the amount of the licence fee after indexation without undue delay. For the avoidance of doubt, the Parties acknowledge that indexation pursuant to this Section 4.3 shall never result in a reduction of the royalty from the previous calendar year.
5. Responsibility FLAT ZONE
5.1 The User acknowledges that the Analyses and any other outputs are prepared for the User on the basis of the Software Application as a basis for internal discussions and decisions or for any other purpose expressly stated in the relevant Analysis and/or the Agreement. The service provided under the Contract in no way constitutes advice on the selection of properties and/or the quality of a particular site, nor does it constitute other advice (for example, legal advice) and should always be used in the light of other available information and supplemented by professional advice. FLAT ZONE does not assume nor can it be held liable for any damage caused by inaccuracy or outdatedness of the input data or for any possible negative consequences arising from the use of the information obtained from the Analyses and/or any other output provided to the User under the Agreement. If the User chooses to rely on the Analyses, it does so at its own responsibility and risk and without any claim against FLAT ZONE.
5.2 The User expressly acknowledges that FLAT ZONE does not declare itself to be a member of a particular state or profession for professional practice, nor does it otherwise act as a professional within the meaning of Section 5(1) of the Civil Code in relation to the services provided under or in connection with the Agreement. Should it become apparent at any time after the conclusion of the Contract (whether as a result of a change in applicable law or otherwise) that FLAT ZONE falls within the scope of the persons referred to in Section 5(1) of the Civil Code, the Parties hereby exclude FLAT ZONE's liability for any damages to the User that may arise within the meaning of Section 2950 of the Civil Code, the application of which the Parties hereby exclude to the maximum extent permitted under applicable law.
5.3 FLAT ZONE shall also not be liable to the User for any interruption of the provision of services under the Agreement and/or these Terms and Conditions in the event of an intervention of third parties or force majeure (in particular flood, fire, wind, war, earthquake, etc.) or in the event of a failure of third party equipment (in particular a failure of electricity supply, telecommunications connection, etc.).
5.4 The User acknowledges that FLAT ZONE is entitled to carry out periodic maintenance or updating or improvements to the web application and is therefore entitled to restrict the operation of the website with the web application in question or to exclude the website from operation for a certain period of time, without being liable for such exclusion and/or being obliged to compensate the User in any way, unless otherwise stated in these Terms and Conditions. In the exceptional case that the website with the web application in question is taken out of service for more than 7 days, the User shall be entitled to a pro rata reduction of the licence fee.
5.5 The Parties agree that FLAT ZONE shall not be liable to the User for any claims, liabilities, losses, damages, costs or expenses arising out of or in connection with the use of the Licensed Rights under or in connection with this Agreement, regardless of the legal basis (hereinafter referred to as "Claims") in an aggregate amount in excess of the license fees paid by the User under this Agreement for a period of not more than one year, except where, according to a final court decision, the Claim originally arose out of FLAT ZONE's willful misconduct or gross negligence. Furthermore, FLAT ZONE shall have no liability in connection with third party products and services supplied/used in connection with the Web Application by the User. FLAT ZONE shall not be liable for and shall not pay for (i) lost profits, even if such lost profits were reasonably foreseeable or FLAT ZONE had been informed that the User may suffer such lost profits, and damages for loss of data, and (ii) any claims by third parties against the User, even if they knew of the possibility of such damages. The mere acquisition of access to the Web Application or the Analyses by any persons other than the User shall not give rise to any obligation, legal relationship or present or future liability between such persons and FLAT ZONE.
6. Other rights and obligations of the parties, Processing of personal data
6.1 Due to the nature of FLAT ZONE's business, the service provided under this Agreement and for the purpose of expanding other business activities, as well as other FLAT ZONE activities, the User agrees to the downloading of data, its analysis and further work with it by FLAT ZONE, with the understanding that this data will be downloaded from the publicly accessible part of the User's website and from the publicly accessible part of the websites of the companies in the User's group, including data that constitute copyright works (e.g. images and photographs). For the avoidance of doubt, FLAT ZONE states that it is not authorised to download data from the User's internal systems and/or from the internal systems of the User's group companies.
6.2 The User agrees that FLAT ZONE is entitled to use the User's name and logo for reference purposes on its website and in other marketing materials until the User withdraws consent in writing.
6.3 The terms and conditions for the processing of personal data and privacy are set out in the Terms and Conditions for the processing of personal data and privacy, which are available on the website www.flatzone.cz.
7. Duration and termination of the Contract
7.1 The Contract is concluded for the term agreed between the User and FLAT ZONE and is automatically renewed repeatedly on the last day of its term ("Anniversary") for the period for which it was concluded, unless otherwise agreed in the Contract, or until the User or FLAT ZONE terminates the Contract in accordance with these Terms and Conditions. If the User wishes to terminate the Contract so that it is not automatically renewed, the User must send a request for termination of the Contract to FLAT ZONE's email address (info@flatzone.cz) no later than 30 days before the end of the Contract. In this case, the Contract will be terminated on the last day of the Contract Term without any extension.
7.2 FLAT ZONE shall be entitled to terminate this Agreement (and change the password or delete the User's account) with immediate effect if the User has breached any of the obligations set out in Article 3.3, Article 3.4, Article 3.5 and/or Article 3.6 of these Terms and Conditions, or if the User has breached any obligation other than those set out above in this Article and fails to remedy the breach even within an additional period of 5 days from the date of FLAT ZONE's notice to the User to do so. In the event of termination of the Agreement pursuant to this Article 7.2, the Agreement shall terminate upon receipt of the User's notice of termination and the User shall not be entitled to a refund of the License Fee (pro rata portion thereof).
7.3 FLAT ZONE shall be entitled to terminate the Agreement with immediate effect if the continued provision of the Service under this Agreement cannot be reasonably required of FLAT ZONE for technical, operational or economic reasons. In such case, FLAT ZONE shall refund to the User a pro rata portion of the license fee.
7.4 The Parties agree that in the event of termination of the Agreement on the terms and conditions set out in these Terms and Conditions, the User shall not be entitled to a refund of the licence fee (or any part thereof) unless otherwise expressly agreed in these Terms and Conditions and/or otherwise agreed in writing by the Parties. For the avoidance of doubt, termination of the Contract shall be without prejudice to (i) FLAT ZONE's claims for payment of the royalty by the User (unless these Terms and Conditions expressly provide otherwise), (ii) the provisions in Clause 5 of these Terms and Conditions, (iii) the provisions in Clause 8 of these Terms and Conditions, (iv) the provisions in Clause 9 of these Terms and Conditions and (v) the provisions of these Terms and Conditions which by their nature are intended to bind the Parties after termination of the Contract. The Parties agree that they are entitled to withdraw from the Contract only on the grounds agreed in these Terms and Conditions and on the basis of mandatory provisions of law. For the avoidance of doubt, the Parties further make it undisputed that they do not agree to any grounds for termination and at the same time exclude, to the maximum extent permissible under applicable law, any dispositive statutory provision that would allow either Party to withdraw from or terminate the Contract.
8. CONFIDENCE
8.1 The Parties agree not to use, copy or disclose any materials, including Analysis, provided or otherwise made available to them under this Agreement or otherwise obtained or discovered by them in connection with this Agreement (the "Confidential Information") beyond what is necessary to carry out the activities under this Agreement. In no event shall the Parties disclose any Confidential Information without the consent of the other Party to any person other than persons who have a need to know such Confidential Information for purposes of the use of the License and for persons acting as bank supervisor, financial arbitrator, court, professional advisors to the Parties, and/or persons in similar capacities. Confidential Information includes, but is not limited to, Analysis and also information about FLAT ZONE's subcontractors.
8.2 The Parties shall use their best efforts to prevent the disclosure, unauthorized copying or use of Confidential Information, which efforts shall be no less than the Parties' efforts to protect their own confidential information.
8.3 The foregoing limitations shall apply, notwithstanding the expiration or termination of the Contract, until such time as it can be demonstrated that the information in question is a matter of public knowledge without the act or omission of the Parties.
9. Final provisions
9.1 All legal relations between FLAT ZONE and the User shall be governed by the law of the Czech Republic, in particular the Civil Code. The parties prorogue the Czech courts as the forum for the resolution of disputes, whereby the local jurisdiction of the court shall be governed by the general court of FLAT ZONE.
9.2 Unless otherwise agreed in the Contract, all notices, requests and all other communications relating to the Contract shall be in writing and shall be deemed to be duly given if delivered by post, data box, electronic mail or courier to the address set out in the Contract or to any other address notified in writing. For the purposes of delivery by FLAT ZONE to the User by electronic mail, the Parties agree to delivery at the time of sending the notice, request and/or any other communication related to this Agreement.
9.3 FLAT ZONE is entitled to transfer the rights and obligations under the Agreement (including the Agreement as a whole) to a third party without the User's prior written consent. The User is not entitled to transfer its rights and obligations under the Agreement (including the Agreement as a whole) without the prior written consent of FLAT ZONE.
9.4 The User shall not be entitled to set off any of its claims under this Agreement against any claim of FLAT ZONE (whether due or not yet due) without the prior written consent of FLAT ZONE.
9.5 The Contract and the Terms and Conditions are drawn up only in the Czech language. Translations into other languages are for informational purposes only.
9.6 Should any provision of these Terms and Conditions become invalid, ineffective, void or unenforceable, the validity, effectiveness or enforceability of the remaining provisions of these Terms and Conditions shall remain unaffected.
9.7 The User acknowledges that FLAT ZONE, within the meaning of Section 1752(1) of the Civil Code, concludes the Contract in the ordinary course of business with a large number of persons and the Contracts are by their nature binding in the long term for repeated performances of the same kind with reference to these Terms and Conditions. The Parties make it undisputed that the nature of FLAT ZONE's obligations under these Terms and Conditions implies a reasonable need for a subsequent amendment to these Terms and Conditions.
9.8 FLAT ZONE may unilaterally change or amend the wording of these Terms and Conditions to the extent appropriate. This shall not affect the rights and obligations arising during the period of validity of the previous version of the Terms and Conditions. FLAT ZONE shall inform the User of any reasonable amendment or supplement to the Terms and Conditions by e-mail. In such a case, the User shall have the right to reject the amendment to the Terms and Conditions and to terminate the present obligation between the User and FLAT ZONE for this reason within a notice period of 30 calendar days, which shall commence on the day following the date of dispatch of the notice, which the Parties hereby agree is sufficient.
9.9 These Terms and Conditions shall come into force and effect on 1.9.2025.
