Legal
These General Terms and Conditions ("GTC") govern the relationship between Coolegi ("we", "us") and the entity identified in the applicable Order Form ("Customer", "you") regarding your access to and use of the Coolegi platform.
In this Agreement, the following terms have the meanings set out below. Any capitalised terms not defined here have the meaning given to them elsewhere in this Agreement.
Subject to the terms of this Agreement and for the duration of the Subscription Term, Coolegi grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Customer's internal business operations and in accordance with the applicable Order Form.
Customer shall not, and shall ensure that no third party acting on its behalf shall:
During the Subscription Term, Coolegi will provide Support through its online help centre and via email at [email protected], unless the applicable Order Form specifies alternative arrangements. Coolegi will use commercially reasonable efforts to respond to Support requests during its standard business hours. The priority assigned to each request shall be determined by Coolegi based on the nature and severity of the reported issue.
To the extent necessary for Coolegi to provide and maintain the Service and deliver Support, Customer grants Coolegi a non-exclusive, worldwide licence, for the duration of this Agreement, to access, use, process, store, copy, transmit, display, and export Customer Data. This licence terminates upon expiration or termination of this Agreement, subject to Section 10.3 (Consequences of Termination).
Coolegi employs reasonable technical and organisational safeguards designed to protect Customer Data against unauthorised access, loss, alteration, or destruction, consistent with industry standards for cloud-based services.
The Coolegi Platform is not primarily designed for the storage of Personal Data. However, to the extent that Customer uploads Personal Data to the Coolegi Platform, Customer shall act as the Data Controller and Coolegi shall act as the Data Processor. The rights and obligations of the Parties with respect to such processing are set out in the Data Processing Addendum attached as Schedule A to these GTC.
Customer is solely responsible for all Customer Data, including its completeness and accuracy. Customer shall comply with all applicable laws and regulations in connection with its use of the Service. Customer represents and warrants that it holds all necessary rights, licences, consents, and permissions required to use Customer Data with the Service and to grant Coolegi the rights described in Section 3.1, without infringing any third-party rights (including intellectual property, privacy, or publicity rights) or violating any applicable law, regulation, or contractual obligation.
Customer is responsible for maintaining the confidentiality of its account credentials and for all activity occurring under its account. Customer shall promptly notify Coolegi of any suspected unauthorised access.
Coolegi may suspend Customer's access to the Service, in whole or in part, if:
Coolegi will, where reasonably practicable, provide prior notice before any suspension and will promptly restore access once the underlying cause has been resolved.
As between the Parties, Customer retains all rights, title, and interest (including all intellectual property rights) in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to Coolegi.
As between the Parties, Coolegi and its licensors retain all rights, title, and interest (including all intellectual property rights) in and to the Service, the Coolegi Platform, and all related technology, templates, dashboards, documentation, and formats, including any improvements, enhancements, or derivative works thereof. No rights or licences are granted to Customer except as expressly set out in this Agreement.
If Customer provides Coolegi with suggestions, ideas, or other feedback concerning the Service ("Feedback"), Coolegi may freely use, incorporate, and exploit such Feedback without restriction, obligation, or compensation to Customer.
Notwithstanding any other provision of this Agreement, Coolegi may collect, analyse, and use Usage Data for the purposes of operating, improving, and supporting the Service, and for other lawful business purposes such as analytics, trend analysis, and product development. Coolegi shall not disclose Usage Data to third parties in a form that identifies Customer, its Users, or any individual. Any external publication of Usage Data (including in benchmarks or industry reports) shall use only aggregated or de-identified data that cannot reasonably be used to identify Customer.
The Subscription Term begins on the Effective Date and, unless the Order Form specifies otherwise, has an initial duration of twelve (12) months. Where the Parties have agreed to automatic renewal, the Subscription Term will renew for successive periods of equal length unless either Party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term.
Overdue amounts may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until the date of actual payment.
Each Party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; and (b) it will comply with all applicable laws in performing its obligations under this Agreement.
Coolegi warrants that during the Subscription Term the Service will perform materially in accordance with its published documentation.
EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE SERVICE, SUPPORT, AND ALL RELATED MATERIALS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COOLEGI AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COOLEGI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT CUSTOMER DATA WILL BE MAINTAINED WITHOUT LOSS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY (NOR ITS RESPECTIVE SUPPLIERS) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR REVENUE, BUSINESS INTERRUPTION, FAILURE OF SECURITY MECHANISMS, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID OR PAYABLE BY CUSTOMER TO COOLEGI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in Sections 9.1 and 9.2 shall not apply to: (a) either Party's indemnification obligations under Section 11; (b) Customer's obligation to pay Fees; or (c) liability arising from a Party's wilful misconduct or gross negligence.
This Agreement takes effect on the Effective Date and remains in force until all Subscription Terms have expired or been terminated.
Either Party may terminate this Agreement (including all outstanding Order Forms) by written notice if the other Party:
Upon expiration or termination of this Agreement or any Order Form:
The following Sections shall survive the expiration or termination of this Agreement: 1 (Definitions), 2.2 (Use Restrictions), 4 (Customer Responsibilities), 5 (Intellectual Property), 6 (Usage Data), 7.2 (Fees and Payment — to the extent of accrued obligations), 8.3 (Disclaimer), 9 (Limitation of Liability), 10.3 (Consequences of Termination), 10.4 (Survival), 11 (Indemnification), 12 (Confidentiality), 13 (Required Disclosures), and 16 (General Provisions).
Coolegi shall defend Customer against, and indemnify Customer from, any third-party claim alleging that Customer's authorised use of the Service infringes a third party's patent, copyright, trademark, or trade secret. Coolegi shall pay any damages finally awarded against Customer (or agreed in settlement approved by Coolegi) arising from such claim, including reasonable legal fees.
Customer shall defend Coolegi against, and indemnify Coolegi from, any third-party claim arising from or relating to: (a) Customer Data; or (b) Customer's breach or alleged breach of Section 4 (Customer Responsibilities). Customer shall pay any damages finally awarded against Coolegi (or agreed in settlement approved by Customer) arising from such claim, including reasonable legal fees.
The indemnifying Party's obligations under this Section 11 are conditional upon: (a) prompt written notice of the claim; (b) sole control over the defence and settlement of the claim; and (c) reasonable cooperation from the indemnified Party (at the indemnifying Party's expense for out-of-pocket costs). No settlement may be entered that imposes any obligation on, or requires any admission by, the indemnified Party without its prior written consent. The indemnified Party may participate in the defence at its own cost using counsel of its own choosing.
If the Service becomes, or in Coolegi's reasonable opinion is likely to become, the subject of an infringement claim, Coolegi may, at its option and expense: (a) obtain the right for Customer to continue using the Service; (b) modify or replace the affected portion of the Service so that it is non-infringing without materially diminishing functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate the affected Order Form and refund to Customer any pre-paid Fees attributable to the unused portion of the Subscription Term.
"Confidential Information" means any information disclosed by one Party ("Disclosing Party") to the other Party ("Receiving Party") under or in connection with this Agreement that is marked as confidential or proprietary, or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Coolegi's Confidential Information includes the terms of this Agreement and any non-public technical or operational information about the Service. Customer's Confidential Information includes Customer Data.
The Receiving Party shall: (a) maintain Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) use Confidential Information solely for the purpose of exercising its rights or performing its obligations under this Agreement. The Receiving Party may share Confidential Information with its employees, agents, advisors, and contractors who have a legitimate need to access it, provided they are bound by confidentiality obligations at least as protective as those in this Section 12.
The obligations in Section 12.2 do not apply to information that the Receiving Party can demonstrate: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was already known to the Receiving Party prior to disclosure; (c) was received from a third party without any obligation of confidentiality; or (d) was independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.
Each Party acknowledges that a breach of this Section 12 may cause irreparable harm for which monetary damages alone would be insufficient. Accordingly, each Party may seek injunctive or other equitable relief in addition to any other remedies available at law.
Nothing in this Agreement prevents either Party from disclosing Confidential Information (including Customer Data) where required by applicable law, regulation, subpoena, or court order, provided that the disclosing Party (to the extent legally permitted) gives the other Party reasonable prior notice and cooperates in any effort to obtain protective or confidential treatment of the disclosed information.
If Coolegi makes the Service or any feature thereof available to Customer on a no-charge, free, or trial basis ("Trial Products"), such access is permitted solely for Customer's internal evaluation during the evaluation period specified by Coolegi (or, if unspecified, thirty (30) days). Trial Products are provided at each Party's discretion and may be discontinued by either Party at any time without liability.
Neither Party shall publicly announce the existence or terms of this Agreement without the other Party's prior written consent, except as required by applicable law. However, Coolegi may identify Customer as a user of the Service in customer lists, marketing materials, press releases, case studies, blog posts, and other promotional content. Customer may revoke this permission at any time by written notice to Coolegi.
Neither Party shall be liable for any delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, terrorism, civil unrest, strikes, government actions, or failures of internet or utility infrastructure ("Force Majeure Event").
Where Coolegi terminates an Order Form pursuant to Section 11.4(c), Coolegi shall refund to Customer any pre-paid Fees attributable to the remaining, unused portion of the Subscription Term. Such refund shall be Customer's sole remedy in respect of such termination.
The Data Processing Addendum attached as Schedule A forms an integral part of this Agreement and governs the processing of Personal Data by Coolegi on behalf of Customer.
Neither Party may assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, except in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of the assigning Party's assets or voting securities. Any purported assignment in violation of this Section is void.
This Agreement shall be governed by and construed in accordance with the laws of the Czech Republic, without regard to conflict of law principles. Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of the Czech Republic as determined by applicable law.
All formal notices under this Agreement must be in writing and delivered: (a) by registered post to the address specified in the Order Form; or (b) by email to the address specified in the Order Form. Either Party may update its notice details by providing written notice to the other Party.
This Agreement, including all Order Forms and Schedule A, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral.
No modification, amendment, or supplement to this Agreement shall be effective unless made in writing and signed by authorised representatives of both Parties, or agreed through electronic means provided or approved by Coolegi.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving Party.
Coolegi may engage subcontractors to perform its obligations under this Agreement, provided that Coolegi remains fully responsible for its subcontractors' compliance with this Agreement.
The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
This Agreement may be executed in counterparts (including by electronic signature or PDF), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
This Data Processing Addendum ("DPA") supplements the General Terms and Conditions ("GTC") between Coolegi ("Processor") and Customer ("Controller") (together, the "Parties"; each, a "Party") and governs the processing of Personal Data by the Processor on behalf of the Controller in connection with the Service.
This DPA is entered into pursuant to Article 28 of the GDPR and Section 1746(2) of Act No. 89/2012 Coll., the Civil Code of the Czech Republic, as amended.
Capitalised terms used but not defined in this DPA have the meanings given to them in the GTC. In addition:
2.1. This DPA sets out the Parties' rights and obligations regarding the processing of Personal Data by the Processor in the course of providing the Service. In the event of a conflict between this DPA and any other agreement between the Parties concerning Personal Data, this DPA shall prevail.
2.2. The Controller instructs and authorises the Processor to process Personal Data solely as described in Annex 1 (Data Processing Specification) and in accordance with documented instructions from the Controller.
3.1 Processing Instructions — The Processor shall process Personal Data only on the basis of documented instructions from the Controller, including with respect to international transfers, unless processing is required by applicable law.
3.2 Confidentiality — The Processor shall ensure that all persons authorised to process Personal Data are bound by appropriate obligations of confidentiality.
3.3 Security Measures — The Processor shall implement and maintain appropriate technical and organisational measures in accordance with Article 32 of the GDPR to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, damage, alteration, or disclosure.
3.4 Data Breach Notification — In the event of a Data Breach, the Processor shall notify the Controller without undue delay after becoming aware of it.
3.5 International Transfers — The Processor shall not transfer Personal Data to a Third Country unless it has ensured that the transfer complies with the requirements of Chapter V of the GDPR.
3.6 Assistance to the Controller — Taking into account the nature of the processing, the Processor shall assist the Controller, by appropriate technical and organisational measures and insofar as reasonably possible, with responding to Data Subject requests, ensuring compliance with Articles 32 to 36 of the GDPR, and any other obligation arising under Applicable Data Protection Law.
3.7 Deletion and Restriction — Upon the Controller's instruction, the Processor shall delete or restrict the processing of Personal Data in the manner and scope specified in the instruction, without undue delay.
4.1. The Controller grants the Processor a general authorisation to engage Sub-processors for the purpose of providing the Service.
4.2. The Processor shall maintain a current list of Sub-processors and make it available to the Controller upon request.
4.3. The Processor shall notify the Controller at least fifteen (15) days in advance of any intended addition or replacement of a Sub-processor.
4.4. The Processor remains fully liable for any acts or omissions of its Sub-processors as if they were the Processor's own.
5.1. Upon the Controller's reasonable request, the Processor shall make available all information necessary to demonstrate compliance with this DPA.
5.2. The Processor shall permit and contribute to audits and inspections conducted by the Controller or an independent auditor appointed by the Controller.
6.1. The Processor shall be liable to the Controller for any damage arising from the Processor's breach of this DPA.
6.2. Where the Controller compensates a Data Subject for damage caused by the Processor's breach of this DPA or Applicable Data Protection Law, the Processor shall fully indemnify the Controller for such compensation.
7.1. This DPA shall remain in effect for the duration of the GTC.
7.2. If the Processor materially breaches this DPA, the Controller may terminate this DPA with immediate effect upon written notice.
7.3. Upon termination, the Processor and all Sub-processors shall, at the Controller's election, return or securely delete all Personal Data and existing copies without undue delay.
7.4. Provisions that by their nature are intended to survive termination shall remain in effect.
8.1. The Processor may not assign its rights or obligations under this DPA without the Controller's prior written consent.
8.2. This DPA may be amended only by written agreement signed by both Parties.
8.3. This DPA is governed by the laws of the Czech Republic.
8.4. Standard Contractual Clauses. To the extent that the processing of Personal Data involves a transfer to a Third Country, the Standard Contractual Clauses approved by the European Commission (Commission Implementing Decision (EU) 2021/914 of 4 June 2021), as may be amended or replaced from time to time, form an integral part of this DPA.
This Annex sets out the details of the processing of Personal Data as required by Article 28(3) of the GDPR.
