Terms & Conditions
I. PROVIDER IDENTIFICATION
Company: Parhesys s.r.o., registered in the Commercial Register maintained by the Municipal Court in Prague under the file no. C 344346
Address: Kozí 853/19, Old Town, 110 00 Prague 1
Company ID: 09903534
Tax ID: CZ09903534
Bank details: No. 2601935572/2010, held at FIO a.s., IBAN CZ1020100000002601935572, BIC/SWIFT FIOBCZPPXXX
E-mail: [email protected]
II. DEFINITION OF THE SCOPE OF SERVICES PROVIDED
Platform – Whispero computer application provided online via the website www.whispero.cz or www.whispero.eu or via a computer or mobile application, primarily serving as software for receiving and managing text, voice, and image information, and subsequent communication with their senders, potentially maintaining the senders‘ anonymity.
Agreement – a service provision contract concluded in accordance with Section 1746(2) of Act No. 89/2012 Coll., Civil Code, as amended („Civil Code“), whose subject is the use of the Platform. In the event of a conflict between the Agreement and the Terms and Conditions, the contractual provision takes precedence.
Terms and Conditions – general business terms and conditions of the Provider as per Section 1751 of the Civil Code governing the rights and obligations of the Operator and the Client not adjusted in the Agreement.
Price List – price list issued and published by the Provider for individual rates of the Platform’s services.
Provider – the business entity defined in Article I of the Terms and Conditions, which is the owner, operator, and executor of copyright for the Platform. The Provider is a VAT payer.
Client – any natural or legal person who, for the purpose of using the Platform, concludes an Agreement with the Provider in accordance with these Terms and Conditions.
Contracting Parties – the parties to the Agreement, i.e., the Provider and the Client.
User Account – a user account enabling access to the Platform and its use.
Work Environment – an individual customizable reporting system within the Platform designated for managing received notifications.
Relevant Person – a natural person designated indirectly by the Client for receiving and assessing notifications.
Contact Person – a natural person appointed by the Client to deal with the Provider. The Client acknowledges that all legal actions taken by the Contact Person towards the Provider are legally binding for the Client, regardless of the scope of the Client’s authorization.
Here’s the translation of the provided Czech text:
III. ESTABLISHING ACCESS TO THE PLATFORM
3.1 The Client is interested in using the Platform and the User Account, and under the terms stated in the Terms and Conditions, commits to duly and timely pay the agreed Remuneration to the Provider.
3.2 The Contract is concluded at the moment of its signature by both Contracting Parties or the moment of receipt of confirmation of order acceptance made through remote communication services.
3.3 Under the conditions specified in the Contract and the Terms and Conditions, the Provider undertakes to allow the creation of a User Account for the benefit of the Client („User Account“). This obligation is fulfilled by sending instructions to create the User Account to the Contact Person or by authorizing the Relevant Person by the Provider and sending information about the possibility of using the User Account by the Client. Access is secured using an email address and a password. The Client acknowledges that the Contact Person has the authority within the User Account to add additional persons and establish or cancel access rights to the User Account, or change their level.
3.4 The Client can freely add, modify, or cancel individual Work Environments. The amount of the Provider’s Remuneration is determined based on the number of Work Environments in accordance with Article V of the Terms and Conditions.
IV. SCOPE OF SERVICE PROVISION
4.1 Based on the conclusion of the Contract, the following functionalities will be made accessible to the Client: notification form, subsequent communication with the notifier, management of notifications, deadline monitoring, and the ability to add internal comments.
4.2 The Provider offers platform services at the levels of FREE, BASIC, STANDARD, and PREMIUM.
4.3 The FREE tariff includes archiving notifications for a duration of 100 days after their receipt. When using the FREE tariff, any liability of the provider is excluded. The functions of the FREE tariff can be freely changed by the provider, just as the FREE tariff can be canceled without further notice, including all work environments and user accounts, even without prior notice.
4.4 The BASIC tariff includes the option to receive notifications and subsequent communication with the notifier, receipt of attachments, archiving notifications for the duration of the Contract, Export, and document templates.
4.5 The STANDARD tariff includes all features of the BASIC tariff, a telephone line, voice messages, and the broadest possibilities for editing texts and the appearance of the platform.
4.6 The PREMIUM tariff entails the management of the notification system by the Provider. Typically, it includes the implementation and management of the notification system, including receipt and assessment of received notifications. It is agreed upon exclusively by concluding a Framework Contract, in which the scope of provided services is further specified.
V. REMUNERATION AND DUE DATE
5.1 The Client commits to paying the Provider a monthly fee for the provided Services, depending on the chosen tariff and number of Working Environments. The amount of remuneration is specified in the Contract, and if not, it follows the current Price List. VAT is added to the remuneration at the rate according to the legal regulation effective in the respective month („Remuneration“).
5.2 The Provider is entitled to change the Price List at any time. The Price List’s change becomes effective upon publication unless stated otherwise, and the new remuneration amount applies from the first billing period after the Price List’s effectiveness. The Provider will inform the Client about the change in the Price List via the email address of the Contact Person. If there’s an increase in Remuneration, the Client has the right to withdraw from this Contract in writing, which must be delivered to the Provider within 14 days from the day of receiving the notification about the change in Remuneration. During the notice period according to the Business Terms, the determination of the Remuneration is guided by the Price List effective before its change.
5.3 The billing period depends on the Contract and is either monthly or yearly.
5.3.1 For the BASIC and STANDARD tariffs, the first billing period starts after a 14-day trial period of the Platform.
5.3.2 For the PREMIUM tariff, the first billing period starts on the date specified in the Contract as the start date for service provision.
5.4 Remuneration is payable in advance for the respective billing period based on the invoice issued by the Provider, always within 14 days from sending a payment reminder or invoice. The Client can also use the option of automatic payment through a payment gateway. Based on the completed payment, the Provider will issue an invoice and a tax document. By using payment via the payment gateway, the Client agrees to the repeated deduction of Remuneration for the following billing period.
5.5 If services with a separately specified price are utilized, the remuneration for these services will be added to the Remuneration for the subsequent billing period.
5.6 If the Client disagrees with the Remuneration amount specified in the invoice or payment reminder, they should raise objections by the due date at the latest, otherwise, the stipulated remuneration amount is considered approved by the Contracting Parties. If objections are raised by the Client, the Provider will, within 14 days of receiving the objections, either justify the stated amount with a detailed account or accommodate the objections. Until the Provider settles the objections, the Client is not in arrears with the payment of Remuneration.
5.7 Remuneration is payable cashlessly to the Provider’s bank account specified in Article I. Business Conditions. The Provider will issue a tax document to the Client for Remuneration payment. By signing this Contract, the Client grants the Provider consent to issue a tax document in electronic form and its delivery to the Client’s email on the email address of the Contact Person specified in Article I. of this Contract.
VI. LICENSING AGREEMENT
6.1 By concluding this Contract, the Provider grants the Client the right to use the Platform in accordance with the provisions of § 2358 et seq. and § 2371 et seq. of the Civil Code („License“), as a non-exclusive, territorially unrestricted license, time-limited for the duration of this Contract.
6.2 The License is agreed upon as remunerated, with the fee for providing the License being part of the Remuneration under Article V of this Contract.
6.3 The Client is entitled to use the Platform in the provided form. The Client is not entitled to modify the Platform beyond the scope of optional settings, process, bypass functionality restrictions or other License restrictions, or change the Platform, combine it with another work, or include it in a collective work.
6.4 The Client is entitled, within their own activity, to provide a partial sublicense of the Platform to third parties, ensuring that one working environment always serves only one entity. The Client will provide the sublicense to the third party through the rights settings in the Users section.
VII. PROCESSING OF PERSONAL DATA DURING PLATFORM OPERATION
7.1 The provisions of this article represent a contract for the processing of personal data in the sense of Art. 28 of the Regulation of the European Parliament and Council (EU) No. 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, hereinafter referred to as „GDPR“). For the purposes of Art. 28, par. 3, subpar. a) GDPR, the provisions of this article represent a general instruction for the processing of personal data.
7.2 Within the operation of the Work Environment, personal data of reporters or third parties, especially persons involved in the activity of the User (hereinafter referred to as „data subjects“) may be processed. This can include, but is not limited to, name, date of birth, contact information, employment details, health information, and membership in trade unions. Personal data are processed exclusively for the operation of the Platform and the Work Environment for the purpose specified by the User in the Contract. The Provider commits not to use the personal data for other purposes than those specified in the Contract or Terms and Conditions or arising from the applicable legal regulations related to the Provider’s activity and processing of personal data.
7.3 When processing personal data according to this article, the Provider acts as a processor in the sense of Art. 4, point 8 of the GDPR and the User acts as a data controller in the sense of Art. 4, point 7 of the GDPR. If the User grants a sublicense for the Work Environment to a third party, this third party acts as a data controller. If the Work Environment is managed by a third party, this party acts as a processor in relation to the user, with the Provider acting as another processor unless otherwise agreed between the User and this third party. The same applies for the use of PREMIUM services.
7.4 The processing of personal data carried out by the Provider under this article consists of the following processing activities: receipt, storage, allowing search, display, backup, transfer, enabling anonymization, and deletion of personal data. The means of processing personal data is the Platform and related software and hardware equipment necessary for its operation.
7.5 The Provider, when processing personal data, is entitled to use the services of another processor, specifically cloud service providers or electronic communication services, provided that this other processor commits to adhering to the same or higher standard of personal data protection as set out in this article, and provided that personal data are not stored outside the territory of the European Union.
7.6 The Provider commits to ensure that all persons involved in the processing of personal data or who can access them are bound by a confidentiality obligation regarding these data, indefinitely regardless of the duration of their legal relationship with the Provider or other processors.
7.7 The Provider commits to adopt appropriate organizational and technical measures to fulfill the obligations under Art. 32 GDPR, especially to protect personal data from unauthorized interference by third parties and accidental loss or destruction of personal data and to ensure the availability and possible recovery of personal data. The provisions of Art. II of the Terms and Conditions are not affected by this.
7.8 In case of termination of the Provider’s services, the User will inform the Provider whether the Provider should delete the processed personal data or transfer them to the User or a third party designated by him. The User acknowledges that the transfer of personal data directly to the User without adopting appropriate security measures on the part of the User may represent a breach of legal regulations by the User.
7.9 The User, according to Art. 13 and 14 GDPR, is obliged to inform data subjects about the processing of their personal data and about involving the Provider in the role of a data processor.
7.10 In case a data subject contacts the Provider with a request to exercise their rights under Art. 15 to 22 GDPR, the Provider will forward the request to the User via the Contact person and inform the data subject about this procedure. If the data subject does not specify the data controller in their request, the Provider will ask the data subject for such identification. If the data subject does not provide such identification, the Provider will set aside the request.
7.11 The Provider will allow the User to audit security measures adopted to protect personal data, at least once a year or whenever there is a change in the person of another data processor.
7.12 In case the User gives the Provider an instruction related to the processing of personal data, which the Provider, upon exercising usual care, assesses as contradictory to legal regulations, the Provider will notify the User of this fact. The Provider is not obliged to make a special effort to detect the potential illegality of the User’s instruction. If the User insists on his instruction, he thereby relieves the Provider of liability for any violation of legal regulations in connection with the fulfillment of this instruction and commits to compensate the Provider for any damage, including possible sanctions, which would arise from the fulfillment of this instruction.
7.13 The processing of personal data in the context of the Work Environment is further specified by a separate agreement. The provisions of this article shall be interpreted so as not to contradict this separate agreement. If there is a contradiction between the agreement and this article, the agreement takes precedence.
VIII. PROCESSING OF PERSONAL DATA FOR BUSINESS PURPOSES
8.1 When dealing with Users and those interested in the Provider’s services, the personal data of individuals acting on behalf of these entities are processed. Personal data are processed for the purposes of providing services to the User by the Provider in the position of personal data administrator.
8.2 Personal data are processed to the necessary extent, especially the name, position within the User’s structure, and the scope of authorization to act on behalf of the User with the Provider. Personal data are processed on the basis of contract fulfillment and pre-contractual measures in accordance with Art. 6, par. 1, letter c) GDPR.
8.3 Personal data will be processed for the duration of the contractual relationship with the User and for three years after the termination of this relationship. If no contractual relationship with the User is established, personal data will be stored for 1 year from the last contact with the given data subject.
8.4 Detailed information about the processing of personal data when using the Provider’s website for contact with the Provider is given in the Principles of Personal Data Processing.
IX. LIABILITY FOR DAMAGES AND SANCTIONS
9.1 The Provider commits to exert every possible effort to ensure the continuous operation of the Platform. However, the Client acknowledges that their User account may not be available continuously, particularly due to the necessary maintenance of the Provider’s hardware and software equipment, or its suppliers, and further in the case that the provision of Services is prevented by restrictions on the Client’s side or other parties‘ side (e.g., outage in the supply of energy or data services, force majeure). However, the Provider commits to continuously take measures to prevent outages, restrictions, interruptions, or degradation in the quality of Services, within which it may perform both planned and unplanned service outages. The Provider is not responsible for template texts nor settings of the User account or Work Environment made by the Client.
9.2 The Client acknowledges that they use the Platform at their own risk, and the Provider is not responsible, especially for any non-fulfillment of legal requirements in the area of whistleblower protection caused by the User’s actions or omissions. The Provider is liable for damage caused by its fault, but only up to ten times the average monthly fee calculated for the duration of this Agreement. The Provider is not responsible for any direct or indirect damage or harm, including data loss, resulting from the use or inability to use the Platform not caused by the Provider’s actions or omissions. If, despite this, the Provider’s liability for any damage or harm, including lost profit, is established, it is limited only to ten times the average monthly fee already paid by the Client. In case of an outage or operational failure, the Provider will cooperate with the Client to rectify the situation. Compensation for damage is excluded to the extent permitted by law, especially in the case of the FREE tariff.
X. DURATION AND TERMINATION OF THE AGREEMENT
10.1 The Agreement is concluded for a billing period. If the Client does not announce before the end of the billing period that they are not interested in continuing the Agreement, the Agreement’s validity is extended for another billing period, with the Fee for this billing period determined by the current Price List.
10.2 In case of a violation of the provisions of Art. VI by the Client, the Provider is entitled to terminate the Agreement without a notice period.
10.3 In case of a delay in the payment of the Fee for more than 2 months, the Provider is entitled to terminate the Agreement with a notice period of 1 month.
10.4 If the Provider terminates the contract according to point 10.2 or 10.3 of this article, his claim for the Fee for the current billing period remains unaffected, and the Fee is not proportionally reduced.
XI. FINAL PROVISIONS
11.1 If any provision of the Terms and Conditions becomes or is invalid, unenforceable, apparent, or ineffective, this invalidity, unenforceability, apparentness, or ineffectiveness does not affect the other provisions of the Terms and Conditions. In such a case, the Provider is entitled to replace such provision with a new, valid, and effective one promptly, and the User commits to abide by this new provision. In this case, the possibility of the User withdrawing from the Agreement due to changes in the Terms and Conditions does not apply.
11.2 The Provider and Client assume the risk of a change in circumstances. The application of § 1765 of the Civil Code is hereby excluded. Also, the application of § 1793 to 1797 of the Civil Code is excluded.
11.3 These Terms and Conditions, as well as all related contractual and non-contractual obligations, are governed by the laws of the Czech Republic. All disputes between the Provider and the User arising from or in connection with the Agreement or the Terms and Conditions will be settled in court proceedings at the competent court of the Czech Republic.
11.4 If the Agreement is subject to the obligation of its publication in the Contract Registry under law no. 340/2015 Coll., on the contract registry, the Client commits to inform the Provider of this fact. The Client ensures the publication of the Agreement.
11.5 These Terms and Conditions replace all previous versions and come into effect on November 25, 2021.
ANNEX I. – PRICE LIST
TARIFFS
BASIC TARIFF
Annual payment, monthly calculation: USD 19
Monthly payment: USD 25
STANDARD TARIFF
Annual payment, monthly calculation: USD 49
Monthly payment: USD 59
PREMIUM TARIFF
Individual, always determined by the service and license agreement
HOURLY RATE
1 hour of work: USD 99
TRAINING
Training of the relevant person (online), 4 hours: USD 499
Mandatory subject training (online), 45 minutes: USD 99