These Terms and Conditions (Annex No. 1) form an integral part of the Agreement on the provision of Digitoo system services concluded between the Provider and the Customer on the basis of a signed Order Form.
1.1 Unless the context requires otherwise, the following words and expressions used in these Terms have the following meaning:
"Agreement" means the agreement concluded between the Provider and the Customer on the basis of a signed Order Form.
"Digitoo App System" means a set of services based on the extraction of data using artificial intelligence, approval workflows and other functions related to the digitalisation of the accounting process for documents.
"Installation File" means the software which is a separate part of the Digitoo App and which ensures the import of data into the selected application, or accounting system or ERP pursuant to the Order Form. The Installation File is provided in the form of an "On-premise solution" and is installed on the Customer's hardware.
"ERP System" means the enterprise information system pursuant to the Order Form which the Customer uses for accounting processing.
"Services" means the individual parts of the Digitoo App System which the Provider undertakes to provide to the Customer on the basis of the Agreement and which include: (a) the data extraction service via the Digitoo App; (b) the service of providing the Digitoo API for the purpose of interconnection with other applications or systems; (c) the service of providing the installation file for the purpose of interconnection with the selected application or ERP system; and (d) any further services stated in the Order Form.
"Confidential Information" has the meaning set out in Article 8.1 of these Terms.
"Copyright Act" means Act No. 121/2000 Coll., on Copyright, on Rights Related to Copyright and on Amendments to Certain Acts (the Copyright Act), as amended.
"Customer Data" means all data uploaded or otherwise sent by the Customer to the Digitoo App System or the relevant applications, in particular, but not exclusively, data contained in invoices or other accounting documents uploaded or otherwise sent to the Digitoo App System or the relevant applications.
"Order Form" means the binding order form signed by both Parties, of which these Terms form an integral part.
"Tier" means the level of Subscription specified in the Order or the Price List which determines the scope of the Services, the available functions, the usage limits and the applicable Fees.
Free trial period "Trial" means a time-limited period agreed between the Provider and the Customer during which the Customer is entitled to use the Service free of charge for the purpose of trying and testing it. The length of the Trial is set out in the Agreement or the Order. Unless agreed otherwise, after the end of the Trial the provision of the Service continues at the price and under the conditions agreed in the Agreement or the Order.
"Parties" means the Provider and the Customer together, and "Party" means the Provider or the Customer individually.
"Effective Date" has the meaning set out in the Order Form.
"Activation Date" means the day on which the Provider enables the Customer to fully use the System in accordance with this Agreement, in particular by making available to the Customer all functions and access rights necessary for the proper use of the System.
"Term of the Agreement" has the meaning set out in the Order Form.
"Subscription" means the time-limited entitlement of the customer to access and use the Services for the duration of the subscription in accordance with this agreement and after payment of the applicable fees.
"Subscription model" means the business model on the basis of which the customer is provided with access to the Digitoo SaaS service for the agreed subscription period in exchange for regularly paid fees. The amount of the subscription may be determined in particular according to the number of authorised users, the volume of use, the number of transactions, the selected service plan or other agreed metrics.
"Terms" means these Terms and Conditions.
1.2 All capitalised expressions used in these Terms which are not defined otherwise in these Terms have the meaning set out in the Order Form.
1.3 All annexes are regarded as if they were set out directly in the text of the Agreement. Any reference to the Agreement also includes all of its annexes.
1.4 Unless the context requires otherwise, words used in the singular also include the plural and words used in the plural also include the singular.
1.5 A reference to an act or a statutory provision is a reference to that act or statutory provision as amended.
1.6 A reference to an act or a statutory provision also includes all related implementing legal regulations as amended.
1.7 Any approval or consent required under the Agreement must not be unreasonably withheld or delayed, unless stipulated otherwise.
1.8 Any requirement for notification is deemed to be a requirement for written notification and, where no time limit is stipulated for such notification or for the fulfilment of any obligation under the Agreement, this must be done without undue delay, reasonably having regard to the circumstances of the given case.
2.1 The subject of this Agreement is, on the one hand, the obligation of the Provider to provide the Customer with the agreed Services and to fulfil the other obligations stipulated by the Agreement and, on the other hand, the obligation of the Customer to pay the agreed price for the agreed Services and to fulfil the other obligations stipulated by the Agreement.
3.1 The Provider will provide the Services to the Customer under the conditions stipulated in the Agreement, for the Term of the Agreement. The Parties have agreed that the Digitoo App System will be provided to the Customer on the basis of the Customer's request made via the website www.digitoo.cz, where the Customer will create its customer account, or by means of a special form intended for connecting further accounting entities into the given flow.
3.2 The Customer will upload its invoices intended for processing in the Digitoo App System via the assigned e-mail address of the given queue, the Digitoo App "Upload invoices" interface, or will use the mobile version of an external application or the API for the transfer of invoices.
3.3 The Provider will, via the Digitoo App, extract data from the Customer's incoming invoices or receipts and, using the API, send the extracted data in structured form to a database for import, or by means of the installation file into the selected ERP system.
3.4 The Provider will ensure the transfer of the extracted data and its conversion into structured form.
3.5 The Customer has the possibility to check and, where applicable, correct the data extracted from the Digitoo App pursuant to the Order Form in the environment at app.digitoo.cz or app.digitoo.ai, where the Customer can log in using the allocated login credentials.
3.6 The data extraction service via the Digitoo App is available in the interfaces which are technically described in the API file management documentation: https://api.digitoo.cz/api/ and in the other texts to which the documentation refers.
3.7 The data extraction service via the Digitoo App is located and performed in cloud storage and is accessible via a public internet connection, unless agreed otherwise.
3.8 The Digitoo App will accept files via the technical interface, in accordance with the instructions in the documentation, in particular via the API or the Customer's unique e-mail addresses, or by direct upload in the application. Each file is inserted as a separate document.
3.9 The Digitoo App will process the data obtained from a file within 24 hours of its insertion. The Customer may check, correct and extend the captured data in the control user interface which is provided as a cloud web application. Use of the web application (such as network connection and browser compatibility) is subject to technical requirements.
3.10 The captured data for each document is available via the technical interface, as described in the documentation, in particular via the API or by download through the Customer's unique verified URL.
3.11 The data extraction service is available for invoices in the following languages: Czech, English, German, Slovak. For invoices in languages other than those stated, the data extraction service is also available but may have a reduced extraction quality.
3.12 In the event that the Services were not provided in the agreed scope or quality, the Customer is obliged to inform the Provider and to provide the Provider with cooperation for the purpose of remedying the deficiencies. The Provider will likewise inform the Customer if it learns that the Services were not provided in the agreed scope or quality; the Customer's obligation to inform the Provider nevertheless remains unaffected.
3.13 The Provider will provide the Customer with the remedial measures set out in the SLA in the event of failures or malfunctions of the Digitoo App System or the Services provided. Such remedial measures are the Customer's sole remedy in the event of any failure or malfunction of the Digitoo App System or the Services provided, and the Customer acknowledges and agrees that if no remedy is set out in the SLA for the given malfunction, the Customer is not entitled to any remedy. Credits issued on the basis of the SLA relate only to unpaid or future invoices and lapse upon termination of the Agreement. Under no circumstances is the Provider obliged, after termination of the Agreement, to return any monetary amounts to the Customer in this connection or to pay out these credits.
3.14 The Provider may over time revise the functions of the Digitoo App System, in particular, but not exclusively, by adding new functions, modifying current functions and/or removing current functions. The Provider is obliged to inform the Customer at least 1 month before any revision of the Digitoo App System which significantly limits the operation or the individual functions of the Digitoo App System takes effect.
3.15 The Provider will make reasonable efforts to maintain the Digitoo App System or the Services provided in a manner which minimises errors and interruptions in the availability of the Digitoo App System or the Services provided, and provides the Digitoo App System or the Services in a professional manner. The Digitoo App System or the Services provided may be temporarily unavailable due to planned maintenance or unplanned emergency maintenance, either on the part of the Provider or third parties, or for other reasons which are beyond the reasonable control of the Provider; the Provider will make reasonable efforts to give advance notice by e-mail of any interruption of the Digitoo App System or the Services provided.
4.1 The Provider grants the Customer a non-exclusive licence to use the Digitoo App System and the Services to the extent necessary for the use of the Digitoo App System and the Services for the Customer's business purposes in accordance with this Agreement. The licence is granted for the period during which the Customer is entitled to use the Digitoo App System and the Services in accordance with the Agreement and, for the avoidance of doubt, also applies to all relevant components of the Digitoo App System which are protected under the Copyright Act.
4.2 The Customer is not entitled to license, sub-license, lease, commercially exploit, sell, transfer or assign the Digitoo App System or any part of it (or a Service) to a third party, unless agreed otherwise.
4.3 No provision of the Agreement or any other document may be interpreted as granting, assigning or transferring any intellectual property rights to the Digitoo App System and any of its parts (or the Services), know-how, trade secrets, documents, technologies, patents or expertise owned by the Provider or used in providing the Digitoo App System.
4.4 The Provider may restrict the Customer's use of the Digitoo App System, or any part of it (or a Service), if the Customer has materially breached the conditions of their use under the Agreement.
5.1 For the provision of the Digitoo App System, or for the Services provided by the Provider to the Customer on the basis of the Agreement, the Customer will pay the Provider the price in the amount stipulated in the Order Form.
5.2 In accordance with the Order Form, the Provider will issue the Customer an invoice which must contain all the particulars and information required by legal regulations for tax documents.
5.3 The Parties have agreed that all payments under the Agreement will be due within 3 calendar days of the date of delivery of the invoice.
5.4 The price for the provision of the Digitoo App System or the Services will be paid by bank transfer to the bank account stated by the Provider on the invoice. The price is deemed paid when it is credited to the Provider's bank account stated on the invoice.
5.5 If the Customer fails to pay an invoice on time, the Customer undertakes to pay the Provider default interest of 0.05% of the amount owed for each day until payment.
5.6 In the event that the Customer is in default with payment of any undisputed invoice by more than 30 calendar days, the Provider is entitled to restrict or suspend the provision of the Digitoo App System or the Services until all unpaid amounts have been duly paid, or to withdraw from the Agreement with immediate effect.
6.1 The Customer undertakes to supply the Provider with invoices intended for processing in the Digitoo App System in the highest possible quality (at least 300 DPI), so that the highest possible speed and accuracy of the extracted data is ensured.
6.2 In the event of the discovery of a defect in data extraction or in the fulfilment of another obligation of the Provider under the Agreement, the Customer is obliged, without undue delay and demonstrably (e.g. by e-mail), to inform the Provider of these facts so that the Provider can remedy these defects without delay. The Provider is not liable for any malfunction, unavailability or poor availability of the Digitoo App System or the Services provided under the Agreement as a result of facts which have the character of obstacles under Section 2913(2) of the Civil Code (e.g. errors in the availability of internet connectivity, etc.).
6.3 The Customer undertakes to provide all reasonable cooperation required by the Provider in providing the Digitoo App System or the Services. Cooperation which would interfere with the Customer's statutory or contractual obligations towards third parties, in particular the obligation of confidentiality (e.g. access to the databases of end customers), is not, without further agreement, regarded as reasonable cooperation. Likewise, cooperation which requires extensive use of the Customer's specialist staff for intentions and objectives which are also to serve other customers of the Provider is not, without further agreement, regarded as reasonable cooperation. The Provider is not in default with the provision of the Services if the Customer has not provided the necessary cooperation under this provision.
6.4 The Customer is further obliged:
a) to use the Digitoo App System, including all Services, in accordance with these Terms;
b) to implement and maintain standard security processes (including reasonable technical, administrative and physical safeguards) aimed at protecting all access credentials to the Digitoo App System and preventing unauthorised use of or unauthorised access to the Digitoo App System; and
c) to inform the Provider of any unauthorised use of or unauthorised access to the Digitoo App System and to ensure the timely invalidation / replacement of potentially or actually compromised access credentials.
6.5 The Customer is aware that the ability to use the Digitoo App System or the Services is, in addition to the proper performance of the Provider, also dependent on the following conditions, for the fulfilment of which the Provider is not responsible:
a) the availability of the Customer's internet connection (including a backup internet connection) with sufficient capacity for the provision of the Services;
b) the proper functioning of the equipment used by the Customer when using the Digitoo App System or the Services (software, hardware, etc.); and
c) the proper functioning of the internet connection between the Customer and the data centre from which the Services are provided.
6.6 Without the express prior written consent of the Provider, the Customer must not, nor permit any third party to: (a) decompile, disassemble or reverse engineer the Digitoo App System, including all Services provided; (b) remove, modify or obscure any copyright or proprietary notices contained in the Digitoo App System; (c) use the Digitoo App System, including all Services provided, for the purpose of creating a similar or competing product or service; (d) obtain unauthorised access to the Digitoo App System (e.g. via another system or tool); (e) use the Digitoo App System, including all Services provided, in a manner which conflicts with applicable law or infringes any third-party privacy rights or intellectual property rights; (f) publish, send, upload or otherwise transmit via the Digitoo App System any data which contains viruses, trojan horses, worms, time bombs, corrupted files or other computer programs or procedures which are capable of damaging, harmfully disrupting, covertly intercepting or appropriating any systems, data, personal information or property of another; (g) transmit spam, chain messages or other unsolicited communications via the Digitoo App System; (h) disrupt the integrity or security of the Digitoo App System, including all Services provided; or (i) take any steps which will or may constitute a disproportionate or unreasonably large load on the Provider's infrastructure.
6.7 The Parties have agreed that the Provider's liability for damage (with the exception of damage caused as a result of gross negligence or wilful misconduct) arising from a single breach of the Agreement by the Provider will be limited to 100% of the amounts paid to the Provider during the previous 12 months of the Term of the Agreement (or 100% of the amounts paid during the Term of the Agreement, if the Agreement was in effect for a period shorter than 12 months), and that the Provider's total liability for any damage arising from all breaches of the Agreement by the Provider (with the exception of damage caused as a result of gross negligence or wilful misconduct) will be limited to 100% of the amounts paid to the Provider throughout the entire Term of the Agreement.
6.8 The Provider is not liable to the Customer for lost profit, loss of revenue, loss of data, or indirect, special or incidental damage incurred by the Customer. The Provider is further not liable for any losses or damage which cannot be reasonably foreseen.
6.9 The Provider does not guarantee and does not provide the Customer with any warranty of any kind, expressed directly or indirectly, as to the truthfulness of the captured data and/or the degree of its accuracy. At the same time, the Provider does not guarantee and is not responsible for any costs or damage caused by the unavailability or interruption of third-party services, with the exception of cases stipulated in advance.
7.1 By providing Customer Data to the Provider, the Customer represents and warrants that it has all rights necessary to provide such data to the Provider and to the Provider's employees and other collaborators of the Provider in a relationship similar to employment, in cases where these persons participate in providing the Digitoo App System or the Services to the Customer. The Customer acknowledges and agrees that it bears liability in the event that any damage or loss of any kind arises in connection with the provision of any Customer Data to the Provider which is not owned or controlled by the Customer. The Customer bears sole liability for the validity, completeness and accuracy of the Customer Data.
7.2 The Provider is obliged to introduce and maintain standard procedures ensuring information security so as to prevent unauthorised access to Customer Data or its unauthorised use or disclosure.
7.3 The Customer acknowledges and agrees that, in providing the Digitoo App System or the Services, the Provider may use third-party data, in particular, but not exclusively, data made available by public administration authorities. The Provider is not liable to the Customer for the validity, completeness and accuracy of this data provided by third parties.
8.1 The Provider and the Customer undertake to maintain confidentiality regarding non-public information and know-how provided on the basis of the Agreement (hereinafter "Confidential Information"). Any information relating to the Digitoo App System, including all Services, any other data of the Provider related to them, and the terms of the Agreement will be regarded as Confidential Information of the Provider, and Customer Data will be regarded as Confidential Information of the Customer, regardless of whether the Parties designate it as confidential information. Each Party agrees that it will: a) preserve and protect the other Party's Confidential Information; (b) refrain from using the other Party's Confidential Information, except in the cases set out in these Terms; and (c) not disclose such Confidential Information to any third party, with the exception of employees and subcontractors to an extent reasonable in connection with the exercise of its rights and obligations arising under the Agreement (who are subject to similar obligations and restrictions in connection with the use and disclosure of Confidential Information at least to the degree stipulated in these Terms).
8.2 Each of the Parties undertakes to inform the other Party without delay of any unauthorised disclosure or use of any Confidential Information and to assist the other Party in remedying such unauthorised disclosure by taking the necessary steps. Notwithstanding the above, either Party may disclose Confidential Information of the other Party which is: (i) at the time of its disclosure generally known, without the Agreement having been breached; (ii) which has become or will become generally known or available otherwise than by a breach of obligations; (iii) to the disclosure of which the relevant Party has given consent; or (iv) which must be disclosed on the basis of law or a court order; provided that the Party which disclosed the information gives timely notice and reasonable assistance to the other Party, thereby enabling it to take the necessary reasonable protective measures. Either of the Parties may further disclose any Confidential Information under this Agreement to the legal and other representatives of the relevant Party (who are subject to similar obligations and restrictions in connection with the use and disclosure of Confidential Information at least to the degree stipulated in these Terms) or to any court of competent jurisdiction, to the extent reasonably necessary to resolve a dispute between the Parties.
8.3 The obligation to maintain confidentiality within the meaning of this Article 8 remains in force even after the end of the Agreement and lasts for a period of 5 years from its end.
8.4 The Provider is entitled, on the basis of the Customer's consent, to use the Customer's name and brand, as well as information about the scope of services provided to the Customer, as part of a reference. Such limited use is not regarded as a breach of the obligation of confidentiality.
9.1 The Agreement becomes effective on the Effective Date and remains in force for the Term of the Agreement, unless terminated in accordance with the Agreement.
9.2 The Agreement is concluded as an agreement on the provision of services on the basis of the Subscription model. The Customer is entitled to terminate the Agreement at any time without stating a reason. Termination does not affect subscriptions already paid; the Customer is entitled to use the Service until the end of the prepaid period. Funds for the unused part of the prepaid period are not refunded. Termination becomes effective at the end of the current prepaid period.
9.3 Without prejudice to any other rights or legal remedies, each of the Parties is entitled to terminate the Agreement with immediate effect if:
a) the other Party materially breaches its obligations arising from the Agreement and (if such breach is remediable) does not remedy this breach within thirty (30) days of the date of delivery of a written request for remedy;
b) the other Party enters into liquidation, bankruptcy is declared over its assets, or it files an insolvency petition itself;
c) the other Party ceases its business activity or such cessation is imminent; or
d) the other Party takes any legal act of a similar nature in connection with its insolvency in any jurisdiction.
9.4 For the avoidance of doubt, the Parties have expressly agreed that the Customer's obligations to pay the agreed price or to make any other payments under the Agreement in favour of the Provider in connection with the Services provided, which arose before termination of the Agreement, will not be affected by such termination of the Agreement.
10.1 The Agreement, consisting of the Order Form and these Terms (together with their annexes and amendments), constitutes the entire agreement between the Parties and supersedes all previous agreements and arrangements, written or oral, relating to the matters to which the agreement applies, and is not intended to confer on any third party any rights or remedies under the Agreement. The Customer acknowledges that it has not concluded the Agreement on the basis of representations other than those set out herein.
10.2 Any amendments or changes to the Agreement will not be effective unless made in written form and signed by both Parties.
10.3 No omission or delay by a Party in exercising any right or remedy stipulated on the basis of the Agreement or the law may constitute a waiver of that or any other right or remedy, nor may it prevent the further exercise of that or any other right or remedy. No single or partial exercise of such a right or remedy may prevent or limit the further exercise of that or any other right or remedy.
10.4 The Agreement is governed by Czech law. The Parties have agreed that all court disputes arising from the Agreement are subject to the jurisdiction of the Czech courts.
10.5 If any provision of the Agreement is or becomes invalid, unlawful or unenforceable, it is deemed amended to the minimum extent necessary for it to be valid, lawful and enforceable. If such an amendment is not possible, the relevant provision is deemed deleted. Any amendment or deletion of a provision under this paragraph will not affect the validity and enforceability of the remaining parts of the Agreement.
10.6 If any provision of the Agreement is or becomes invalid, unlawful or unenforceable, the Parties undertake, acting in good faith, to replace such provision with another valid, lawful and enforceable provision which, in its content and meaning, most closely corresponds to the content and meaning of the original provision.
10.7 Neither Party may, without the prior written consent of the other Party, assign, transfer or in any other way dispose of all of its rights or obligations arising on the basis of the Agreement, in whole or in part.
10.8 In the event of discrepancies between the Order Form and these Terms, the Order Form prevails.
The BASIC service is provided in the BASIC variant and in the BASIC variant with telephone support.
Within both variants, the Customer is entitled to the Provider's technical support via the e-mail address [email protected]. The Provider undertakes to respond to the Customer's requests no later than within two (2) working days of their demonstrable receipt.
If the Customer orders the BASIC variant with telephone support, the Customer is allocated a PIN code by which the Customer is identified when contacting telephone support on the telephone number +420 234 697 390. Telephone support is provided on working days from 9:00 to 16:30.
In the event of unavailability of the Service, the Provider will ensure the restoration of its operation no later than by the end of the second following working day from the moment when information about the unavailability of the Service was delivered to the Provider.
For the purposes of this agreement, a working day means a working day under the legal regulations of the Czech Republic. The Provider's working hours are set from 9:00 to 17:00, unless stated otherwise in this annex.
Communication between the Customer and the Provider may take place in the Czech or English language.
In the case of requests to which the above response or restoration time limits do not apply, the Provider is obliged to proceed so that the request is resolved without undue delay, having regard to its nature and complexity.
Within the STANDARD service, the Customer is entitled to the Provider's technical support via both e-mail and telephone communication.
Technical support is available to the Customer via the e-mail address [email protected]. The Provider undertakes to respond to the Customer's requests no later than within two (2) working days of their demonstrable receipt.
Prepaid telephone support is also part of the service. The Customer is allocated a PIN code by which the Customer is identified when contacting telephone support on the telephone number +420 234 697 390. Telephone support is provided on working days from 9:00 to 16:30.
In the event of unavailability of the Service, the Provider will ensure the restoration of its operation no later than by the end of the second following working day from the moment when information about the unavailability of the Service was delivered to the Provider.
For the purposes of this agreement, a working day means a working day under the legal regulations of the Czech Republic. The Provider's working hours are set from 9:00 to 17:00, unless stated otherwise in this annex.
Communication between the Customer and the Provider may take place in the Czech or English language.
In the case of requests to which the above response or restoration time limits do not apply, the Provider is obliged to proceed so that the request is resolved without undue delay, having regard to its nature and complexity.
If an outage or malfunction is not remedied within the above time limit, the Provider will provide the Customer with compensation amounting to 1% of the current value of the annual subscription for each commenced working day of the duration of the unavailability of the Service. The total amount of compensation may reach a maximum of 100% of the value of the annual subscription, whereby all outages arising during the current subscription are counted towards it.
Delivery of a request: The Customer sends requests to the e-mail address [email protected] or via telephone 234 697 390. The request contains a brief description of the request and its type, or categorisation if it concerns an incident.
Types of requests:
Consultation – a request relating to information regarding the Digitoo System, its functioning, problem solving and other matters, which is neither a change request nor an incident.
Change and performance requests – a request for modification of the Digitoo System beyond the scope of basic support; a request for training relating to the Digitoo System, security testing of the Digitoo System; a request for other performance which does not consist merely in the provision of information and which at the same time is not an incident.
Incident – a request relating to an event which negatively affects the Digitoo System. It is divided into 3 categories: Category A – an event which has a critical impact on the operation of the Digitoo system (preventing it or very seriously disrupting it) or for which such an impact can be expected without delay; Category B – an event which has a serious impact on the operation of the Digitoo system or seriously affects its productivity; Category C – an event which has a less serious impact on the operation of the Digitoo system.
Time limit for acceptance of a request: for a request of the incident type, 24 hours in the case of category A, 48 hours in the case of category B and 48 hours in the case of category C; for a request of the consultation type, 48 hours.
Acceptance of a request and the manner of its resolution: The Provider will notify the Customer of acceptance of the request without delay. Together with the notification of acceptance of the request, the Provider will inform the Customer of the proposed manner of resolving the request. During the resolution of the request, the Provider will continuously inform the Customer of the progress of the resolution, the manner of resolution and the time estimate for resolving the requests. After resolution of a request of the incident type, the Provider will provide the Customer with documentation of the resolution of the request, information on the diagnosis of the incident and its causes, an analysis of the current state, and will present the measures which were adopted to prevent the occurrence of the incident.
Time limit for resolution of a request: for a request of the incident type, 24 hours in the case of category A, 48 hours in the case of category B and 120 hours in the case of category C; for a request of the consultation type, 48 hours.
Running of time limits: The time limits for acceptance and resolution of a request do not run for the period during which the provider is waiting for necessary cooperation from the Customer. The availability period of the contact point is decisive for the running of the time limits. The Provider is obliged to consult the resolution with the Customer and to inform the Customer of its progress.
All compensation set out in this paragraph constitutes the Customer's exclusive rights in connection with Outages. If the Provider fails to ensure the availability of the Digitoo System during Operating Hours, the Customer has the right to request, as compensation for the unavailability, a discount in the form of credits towards payment of the price under the Agreement for the following period (i.e. the period not yet paid), in accordance with the following rules:
Availability ≥ 95% – no credits.
Availability ≥ 90.0% and < 94.9% – credits amounting to 10% of the price of services for the following period (month).
Availability ≥ 85.0% and < 90.0% – credits amounting to 20% of the price of services for the following period (month).
If an outage or serious malfunction preventing work in the system is not resolved within 5 working days, compensation will be provided amounting to 1% of the current value of the annual subscription for each commenced working day on which the service is unavailable, up to 100%, as the sum of all outages in the current subscription.
In the event that the agreement is terminated for any reason, the Provider will enable the Customer to download all data within 30 days of the end via the UI or API of the Digitoo App system. The Customer has the option to request the Provider to secure and hand over the data via secure online storage or on a fixed medium for a one-off fee of EUR 800. After the expiry of the 30-day period, the data will be irretrievably deleted.