TERMS AND CONDITIONS

 

1. Online Solution RESQUICK

1.1. The online solution Resquick.cz (hereinafter referred to as the “Software”) is owned, operated, and provided to you, the person using the Software and operating the Account as defined below (hereinafter referred to as the “User”), by Marbledesign, s.r.o. IČ: 08666687, a company established and existing under the laws of the Czech Republic (hereinafter referred to as “we” and/or “us”) subject to the provisions of these terms and conditions (“T&C”).

1.2. The Software is available through our website, in accordance with the website’s terms and conditions, and upon completion of the Resquick.cz account registration (hereinafter referred to as the “Account”) according to any additional documentation related to the subject matter that has been communicated to you and with which you have agreed.

1.3. You may have an Account where you can register service providers, services, products for sale, conduct promotions, and perform other business-related activities, to be used for the purposes of operating the Software and receiving our Services.

1.4. In accordance with the provisions set forth herein, we hereby grant you a non-exclusive license to use the Software for planning and managing customer reservations in real-time (hereinafter referred to as the “Specific Purposes”).

1.5. We may provide you with additional products and/or support services as part of the Software and/or Solution, such as:

(a) payment gateway

(b) payment terminal

1.6. If you contact us for support or purchase our assistance service package, you acknowledge and agree that you must grant access to our support agent solely for the purpose of setup and/or any further technical support within your system’s administrative interface.

1.7. You hereby understand and agree that you may enable services and integrations to receive solutions for specific purposes; which are not reviewed, endorsed, or controlled by us in any way or manner, and therefore you use them at your own risk, subject to the relevant applicable provisions, limitations, etc.

1.8. You hereby understand, agree, and accept that for point 2.5. above, it is your responsibility to enter into the necessary legal agreements for the use of their respective services and/or for the processing of personal data by them.

1.9. Offer: an offer to provide paid services (or their trial versions) to the customer through the website (including during registration), which is part of the proposal of specific terms, or otherwise in writing specifying the services, relevant service plans, and/or (if applicable) additional features, of which these Terms are an integral part.

1.10. Service Plan: the service plan under which the services will be provided according to the Agreement, specified in the offer. Depending on the agreed service plan, different service features will be made available to customers, and different prices may apply.

1.11. Services: services provided by Resquick to the customer under the Agreement, including but not limited to providing access to the platform, Resquick API interface, and additional features, providing training, consulting services, and developing custom additional features for the customer. Service features may vary depending on the service plan and additional features agreed upon between the Parties. Resquick reserves the right to change and update the system at its discretion, always to enable the use of features that users are accustomed to, or to replace them with other features, or to completely cancel features or parts of functionality.

2. Conclusion and Fulfillment

 

2.1. The Agreement is concluded:

 

A. by completing the account registration form on the platform by the customer and subsequently receiving written confirmation of registration from Resquick, automated or otherwise.

B. by mutual signing of the proposal of specific terms, which prescribes the provision of access to the account to the customer by Resquick.

2.2. To facilitate account registration, the customer is asked to provide or will be provided with login credentials (a unique username and password). The customer is obliged to use all accounts made available by Resquick carefully and to keep their login credentials secure and strictly confidential. Resquick has the right to assume that all actions taken after verifying these accounts were performed under the supervision and with the consent of the customer. The customer is obliged to immediately inform Resquick if they suspect misuse and/or unauthorized access to their accounts.

2.3. After concluding the Agreement, access to the services is provided for the duration of the contract. The services and the scope of services are defined on the website: www.resquick.cz. The customer will get access to the services they have chosen in the given tariff.

2.4. After concluding the Agreement and any other agreements regarding (trial versions of) service plans or additional features, Resquick will make all commercially reasonable efforts to provide the customer with access to the relevant specified services for the duration of the Agreement in accordance with (if applicable) the Service Plan. Resquick will fulfill the contract to the best of its ability, with due care and expertise.

2.5. The customer is obliged to do everything reasonably required and desirable to ensure that the service is provided correctly and on time. The customer will particularly ensure that all information that Resquick has indicated as essential or that the customer should reasonably understand is necessary for the purposes of providing the services is provided to Resquick in a timely manner. The customer will ensure that the information and details are correct, complete, and up-to-date.

2.6. Some (parts of) services may require implementation to function correctly. Unless otherwise agreed in writing, the customer is solely responsible for the implementation of the services.

2.7. The services may be integrated with third-party products and/or services. Such integration can only occur if the customer first registers with the relevant third party and accepts the relevant terms applicable to these third-party products and/or services. Resquick is in no way responsible for the operation of such third-party products and/or services in relation to their integration with the services.

3. Priority Order

3.1. In the event of discrepancies between the documents that together form the Agreement, the following order will apply:

1. any additional written agreements between the Parties;
2. Offer(s);
3. Proposal of specific terms (if any)
4. Appendix 1: Data Processing Agreement;
5. these terms and conditions.

 

4. Access to Services and Duration of Service Plans

4.1. The scope of the customer’s access to the services will be determined by the agreed Service Plan. If no service plan is agreed upon or if the agreed service plan expires or is terminated, the customer will not have access to most services until the parties agree on a (new) service plan. The customer will still have access to their account during this period.

4.2. If the (accepted) offer states that the service plan will be valid for a specified period (hereinafter referred to as the “initial period”), the service plan will automatically renew at the end of this period for the same period (hereinafter referred to as the “renewal period”), unless the customer provides Resquick with a notice of non-renewal:

A. at least seven (7) days before the renewal date in the case of a service plan with a duration of no more than one (1) month; or

B. at least thirty (30) days before the renewal date in the case of a service plan with a longer duration than one (1) month.

4.3. The terms and prices of the initial period will apply to the renewal period unless Resquick provides the customer with written notice of any relevant amended terms and/or relevant price increases at least:

1. fourteen (14) days before the start of each renewal period in the case of an initial period with a duration of no more than one (1) month; or
2. sixty (60) days before the start of each renewal period in the case of an initial period longer than one (1) month.

 

5. Duration and Termination

5.1. The Agreement will be concluded for an indefinite period.

5.2. The customer may terminate the Agreement at any time with regard to Article 5.7:

1. if the Agreement was concluded by registering an account, by deleting the account; or
2. if the Agreement was concluded through the Proposal of specific terms, by providing written notice to Resquick.

5.3. Resquick may terminate the Agreement at any time, provided that a six-month (6) notice period is observed.

5.4. Without prejudice to any other rights and remedies under this Agreement, Resquick will be entitled to suspend or terminate the Agreement if the customer breaches any of its obligations under this Agreement and such breach is irremediable, or – if such breach is remediable – the customer fails to remedy this breach within thirty (30) calendar days after being notified in writing to do so.

5.5. Resquick may suspend or terminate the Agreement in writing with immediate effect without requiring a notice of default if the customer is declared bankrupt, the customer applies for a suspension of payments, or is granted a suspension of payments, or the customer’s activities are terminated.

5.6. If Resquick suspends the performance of the Agreement, Resquick will retain all its rights and claims arising from the Agreement and the relevant laws and regulations.

5.7. In the event of termination of the Agreement, the amounts owed by the customer to Resquick will become immediately due and payable (regardless of the reason for termination). The customer will not be entitled to any refunds or restitutions if the Agreement is subject to a (paid) service plan at the time of termination unless the Agreement was terminated as described in Article 5.3, in which case Resquick will provide the customer with a pro-rata refund for the part of the service plan that the customer could not use due to the termination.

6. Trials

6.1. A free DEMO version of the reservation management system is available on the Resquick page for use in trials and testing. The demo version is an exact copy of the Resquick system and is free of charge.

7. Additional Features and User Features

7.1. At the customer’s request or at its own discretion, Resquick may provide a quote for additional features. Resquick may decide at any time not to fulfill such requests.

7.2. Upon acceptance of the relevant offer by the customer, access to additional features – unless developed specifically for the customer – will be granted after the customer receives written confirmation from Resquick, whether automated or otherwise.

7.3. If the additional features agreed upon between the parties are developed specifically for the customer (hereinafter referred to as “custom features”), Resquick will provide access to the additional features if, in Resquick’s professional opinion, they meet the agreed requirements or are suitable for use.

7.4. Custom features are provided “as is” and “as available.” The customer will indemnify Resquick and hold Resquick harmless against all third-party claims related to the use of user features by the customer, on its behalf, or with the customer’s consent.

8. Training

8.1. If the services provided by Resquick to the customer include training, the provisions of this Article 8 will apply.

8.2. If the training does not take place at a location designated by Resquick, the customer will ensure the availability of a suitable space and the presence of appropriate facilities for the training.

8.3. Based on the information provided by Resquick, the customer must verify for themselves whether the level of knowledge and expertise of the participants corresponds to the relevant training.

8.4. If the training course was not specifically developed for the customer, Resquick reserves the right to change the training location or combine or merge training sessions.

8.5. Cancellation of the training course or absence of participants will not result in any obligation for Resquick to refund the agreed amount for the training.

8.6. Unless otherwise agreed, training materials are not included in the training.

9. Consulting

9.1. Resquick provides consulting services for the proper setup of the Resquick online system as part of support.

9.2. For the “Individual” program, training can be provided directly at the customer’s premises, with these conditions being determined by a separate agreement between both parties.

10. Additional Work

10.1. The customer may request Resquick to perform work unrelated to additional features, which falls outside the Agreement (hereinafter referred to as “Additional Work”). Resquick is not obliged to comply with such requests. In the event of such a request, Resquick will inform the customer in advance of the related (estimated) costs for the customer, and the additional work will only be performed after approval by the customer.

10.2. For additional work that Resquick can demonstrate is reasonably necessary for the provision of services, or if such necessity reasonably arises from the customer’s instructions, Resquick will not require approval. Such additional work will be performed on a subsequent calculation basis at Resquick’s usual hourly rates. The customer may also be charged for any additional incurred costs.

10.3. Resquick will always charge the customer the agreed rates for performing additional work, or in the absence of such, its usual rates. Resquick may determine that the additional work requested by the customer actually falls under additional features, and the price for the services will be agreed upon separately with the customer, without the need for a new contract or an addendum to the contract unless Resquick or the customer requires it.

10.4. Refusal of a request for additional work by Resquick will in no case constitute a reason for termination or cancellation of the Agreement or any service plan.

11. Customer Data

11.1. All customer data remains the property of the customer. Resquick will not claim any ownership rights with respect to any customer data.

11.2. The customer grants Resquick a non-transferable – and if necessary for the performance of the Agreement – sublicensable license to use customer data for the duration of the Agreement, as necessary for the provision of services.

11.3. In addition to the license mentioned in the previous subsection, Resquick will obtain an irrevocable and unlimited license to use any analyses, reports, and results generated using customer data in anonymized or aggregated form for its own purposes, such as improving its services – provided that all relevant applicable legal regulations, such as the General Data Protection Regulation, are observed.

11.4. Resquick will make reasonable efforts to protect the services from misuse, abuse, and unauthorized access to customer data.

11.5. The customer represents and warrants that any transfer or provision of customer data to the services is lawful and that the processing of such data in accordance with the Agreement does not violate any applicable privacy laws and regulations.

11.6. Upon termination of the Agreement, Resquick will have the right to delete or destroy all customer data. Resquick may assist the customer with exporting customer data upon request. However, the customer acknowledges that they remain solely responsible for backing up any customer data they wish to retain after the termination date of the Agreement.

12. Intellectual Property Rights

12.1. All intellectual property rights related to the services and the platform and any materials and additional features developed and/or made available by Resquick under the Agreement are vested in Resquick or its licensors. The customer will be granted usage rights with respect to the above, as described in this Article 12 or otherwise arising from the Agreement.

12.2. If necessary for the performance of the Agreement, the customer will obtain a non-exclusive, non-transferable, and non-sublicensable right to use the platform, additional features, and any other materials provided by Resquick for the duration of the Agreement and in accordance with the terms set forth in the Agreement.

12.3. The customer is not authorized to make changes to the platform, additional features, or any materials developed and/or made available by Resquick under the Agreement and is not entitled to a copy of the source code, except as permitted by mandatory law. The customer is not allowed to obtain the source code through reverse engineering, decompilation, or otherwise.

12.4. Resquick may take (technical) measures to protect the platform, additional features, and its materials. If Resquick has taken such security measures, the customer is not allowed to circumvent or remove these security measures.

12.5. The customer may not remove or modify any intellectual property rights markings or remove any mark indicating the confidential nature of Resquick’s materials.

12.6. The customer authorizes Resquick to disclose that they are a customer of Resquick, and Resquick may use the customer’s name and logo in any promotional materials, including but not limited to its website and press releases.

13. Use and Misuse

13.1. It is prohibited to use the services in a manner that is contrary to these terms or applicable laws and regulations. Additionally, it is expressly prohibited to use the services in a manner that may cause obstacles or loss and/or damage to Resquick or any third party.

13.2. Resquick acts as an intermediary on the platform and is not responsible for the information and materials made available through the platform by customers. The customer acknowledges and agrees that Resquick does not moderate or pre-screen any information or materials stored or made available by customers.

13.3. It is expressly prohibited to use the platform (even if permitted by law):

1. to intentionally spread malware or any other harmful software;
2. to store or make available information or materials that infringe any intellectual property rights or other rights of third parties;
3. to promote or provide instructions or information on how to engage in illegal activities, commit illegal acts, or support physical harm or injury;
4. to store or make available materials that are threatening, abusive, defamatory, obscene, misleading, offensive, or illegal in any way;
5. in any way that could cause an obstacle to other users of the platform or that could damage and/or disrupt Resquick’s or third parties’ systems and networks.

13.4. If Resquick finds that the customer has violated this Article 13 or applicable laws and regulations, or receives a complaint in this regard, Resquick may take measures to terminate the violation. These measures may include suspending or terminating access to the platform or terminating the Agreement.

13.5. If, in Resquick’s opinion, the operation of Resquick’s or third parties’ computer systems or network and/or the provision of services via the internet is rendered impossible, disrupted, or otherwise threatened, particularly due to the transmission of excessive amounts of data, personal data breaches, or viral activity, malware, and similar harmful software, Resquick is entitled to take all measures it deems reasonably necessary to avert or prevent such risk. These measures include, but are not limited to, suspending the services and terminating the Agreement.

13.6. Resquick is entitled to disclose the name, address, and other identifying information of the affected customer or end-user to a third party who complains that the customer has violated their rights, provided that the relevant legal and/or judicial requirements have been met.

13.7. Resquick will be entitled to report any acts that may be criminal offenses. In doing so, Resquick may provide the relevant materials and all relevant information about the customer and any involved third parties to the relevant authorities and perform all other actions requested by these authorities as part of the investigation.

13.8. The customer will comply with all reasonable instructions issued by Resquick in connection with the use of the services.

13.9. Resquick may recover any loss and/or damage suffered as a result of the customer’s violation of this Article 13. The customer will indemnify Resquick and hold Resquick harmless against any third-party claims related to the loss and/or damage resulting from the customer’s violation of this Article 13.

14. Prices

14.1. Unless expressly stated otherwise, all prices and fees quoted by Resquick are inclusive of VAT and other government charges.

14.2. If the price or fee is based on information provided by the customer and this information proves to be incorrect, Resquick has the right to adjust the prices or fees accordingly, even if the contract has already been concluded.

14.3. Resquick is entitled to increase its prices and fees at any time. Resquick will inform the customer of any such changes at least two (2) months in advance. The use of the Services after the effective date will be considered acceptance of the changed prices or fees.

14.4. Resquick is entitled to increase any relevant prices and fees annually by a maximum of five percent or by the relevant consumer price index provided by the Czech National Bank, without the customer being able to terminate the contract.

Payment

15.1. The use of the platform by the customer may be subject to a monthly or annual subscription fee depending on the service plan and any additional features agreed upon between the parties, as stated in the relevant offers.

15.2. The use and access to additional features, as well as the provision of services regarding implementation or training, may be subject to a one-time fee, as stated in the relevant price offers.

15.3. Any amounts due as consideration for the services may be invoiced digitally and paid in advance. All amounts must be paid within thirty (30) days from the invoice date.

15.4. If the customer does not pay the amounts due within the agreed term, the customer will be liable to pay the statutory commercial interest on the due amount, as well as any extrajudicial costs, including the costs of lawyers, bailiffs, and legal experts, without requiring a notice of default.

15.5. The claim for payment becomes immediately due if the customer is declared bankrupt, applies for a suspension of payments, has their entire property or part of it seized, or is liquidated.

15.6. Under no circumstances is the customer allowed to offset their payment obligations arising from the contract with a claim they may have against Resquick for any reason.

15.7. Resquick may increase prices immediately if the prices of its suppliers, such as electricity, software licenses, or data center services, increase, without the customer being able to terminate the contract.

15.8. If Resquick wishes to reduce its relevant prices or fees, Resquick is entitled to do so immediately, without the customer being able to terminate the contract.

Privacy and Data Protection

16.1. The performance of the contract may involve the processing of personal data by Resquick on behalf of the customer. In the case of personal data processing, the parties have agreed on the terms of data processing, which are set out in the GDPR appendix, detailing the agreements on the processing and security of such personal data.

Availability and Backups

17.1. Resquick will make all reasonable efforts to ensure the continuous availability of the services but cannot guarantee uninterrupted availability.

17.2. Measures taken by Resquick under the circumstances described in Article 12 will result in temporary interruptions in the availability of the platform.

17.3. Resquick will create a backup of all customer data once a day. These backups are made as a preventive measure against technical failures or malfunctions on the part of Resquick. Resquick does not provide a backup service and is not retained to restore specific customer data or at the customer’s request (e.g., when the customer accidentally deletes specific customer data). If Resquick nevertheless decides to comply with such a request, it may charge the customer for any reasonable costs incurred.

 

Maintenance

18.1. From time to time, Resquick may perform maintenance on the platform and make changes to the platform in the form of updates or upgrades. Such updates or upgrades may result in changes to the platform’s functionality. Suggestions from the customer are welcome, but Resquick determines which changes will be made.

18.2. Performing maintenance-related activities may result in interruptions in the availability of the platform. If Resquick can anticipate certain maintenance activities that lead to such interruptions, it will make reasonable efforts to ensure that the activities do not take place during peak times – but at times when the demand for access to the Services is lowest.

18.3. Resquick will make reasonable efforts to inform the customer of any planned maintenance activities – via email or through the platform – at least two (2) days in advance. Emergency maintenance may occur at any time without prior notice to the customer.

18.4. Updates or upgrades to the platform are carried out at times determined by Resquick. The customer will not be able to use an older version of the platform once an update or upgrade has been implemented. The customer will not have any right or claim to an update or upgrade that has been announced by Resquick but not yet implemented.

 

Support

19.1. Documentation regarding the implementation, troubleshooting, and general use of the platform and services is provided through the website.

19.2. In addition to online documentation, Resquick provides support to the customer through a helpdesk. The helpdesk is available via the Resquick website and mobile application.

19.3. Resquick assumes that customers will review the online documentation before contacting the helpdesk. The Resquick helpdesk may refer the customer back to the documentation if the customer’s question or issue can be answered or resolved by consulting the documentation.

19.4. Resquick will make reasonable efforts to respond to each support request as quickly as possible. However, it cannot guarantee that the helpdesk will provide an answer or solution within a specified time, as the response time depends on the nature and complexity of the question or issue.

Helpdesk: podpora@resquick.cz

 

Liability

20.1. Resquick’s liability for loss and/or damage resulting from failure to perform the contract, unlawful conduct, or otherwise is limited to the amount (including VAT) that the customer paid to Resquick under the contract during the two (2) months preceding the event that caused the damage.

20.2. Resquick can only be liable to the customer for direct damages resulting from attributable failure to perform the contract. Resquick’s liability for indirect damages is excluded. For the purposes of this contract, indirect damages include lost savings, data loss, lost profits, damage to reputation, and damage resulting from business interruption.

20.3. Resquick’s liability for attributable failure to perform the contract arises only if the customer promptly and properly notifies Resquick in writing of the failure, providing Resquick with a reasonable period to remedy the failure, and Resquick continues to fail to fulfill its obligations even after this period. The notice of default must contain the most detailed possible description of the breach to enable Resquick to respond adequately.

20.4. The limitation of liability set out in the preceding paragraphs of this Article 21 will lapse if and to the extent that the damage results from intent or deliberate recklessness on the part of Resquick’s management.

20.5. Any right to compensation is conditional upon the customer notifying Resquick in writing of the damage within 7 days of its discovery.

20.6. The customer expressly acknowledges and agrees that the services provided under any trial service plans, as well as services provided without any service plan applying to the contract, are provided “as is” and “as available,” and that Resquick is not liable for any damages resulting from the customer’s use of the services in these situations, unless caused by intentional misconduct or deliberate recklessness on the part of Resquick’s management.

20.7. Resquick will make all commercially reasonable efforts to ensure that all materials (including consulting materials) provided under the contract, as well as any other advice provided during consulting services, are up-to-date and accurate, but assumes no risk for any use the customer may wish to make of them.

 

Force Majeure

21.1. Resquick cannot be held to perform any obligation under the contract if prevented from doing so by force majeure. Resquick is not liable for any loss and/or damage caused by force majeure.

21.2. Force majeure is deemed to exist in any case of power outages, internet failures, telecommunications infrastructure failures, network attacks (including D(DOS) attacks, malware attacks, or other malicious software), civil unrest, natural disasters, terrorism, mobilization, war, import and export barriers, strikes, supply stagnation, fires, floods, and any circumstances where Resquick is prevented from performing or is hindered in performing by its suppliers, regardless of the reason.

21.3. If a force majeure situation lasts longer than ninety (90) days, both parties are entitled to terminate the contract in writing with immediate effect. Services provided by Resquick before and during the force majeure situation will be paid for proportionally.

 

Changes

22.1. Resquick may change these terms at any time if the changes are not significant or are required by applicable binding legal regulations.

22.2. Resquick will notify the customer in writing of any changes or additions to these terms at least thirty (30) days before they take effect, so the customer can take note of them.

22.3. If the customer does not wish to accept a change or addition that does not fall within the scope of Article 21.1, the customer may terminate the contract by the effective date. The use of the services after the effective date will be considered acceptance of the changed or added terms.

 

Miscellaneous

23.1. This contract is governed exclusively by Czech law.

23.2. Any dispute between the parties in connection with or arising from the contract will be submitted to the competent court in the Czech Republic in the district where Resquick has its registered office.

23.3. If the contract refers to “in writing,” this includes email communication, provided that the sender’s identity and the integrity of the content can be appropriately verified.

23.4. The version of any communication or information recorded by Resquick will be considered authentic unless the customer provides evidence to the contrary.

23.5. No general terms and conditions of the customer will be part of the contract. Any client who states their general terms and conditions on their website is not bound by the general terms and conditions of Resquick.

23.6. If any provision of the contract is found to be contrary to applicable legal regulations or otherwise unenforceable, that provision will be amended to the extent necessary to comply with applicable legal regulations, while duly respecting the intended meaning of the relevant provision.

23.7. The customer is not entitled to transfer this contract or any of its rights and obligations arising from it to a third party without the express consent of Resquick. Resquick is entitled to transfer this contract and all its rights and obligations arising from it to a third party that acquires the business operations to which this contract pertains.