General Terms and Conditions

1. Introductory Provisions
   1. These general terms and conditions of service operated by Capila s. r. o., with its registered seat at Bottova 2A 811 09 Bratislava - mestská časť Staré Mesto, Company ID number: 54 649 447, e-mail: [email protected] (“Operator”) stipulate the mutual rights and obligations of the Parties in connection with or on the basis of a service order or an equivalent agreement (“Agreement”) between the Operator and a legal person or a freelancer acting as a business (“Customer”) regarding the services provided by the Operator through the Website specified below in Article 2 (“Services”) (“Terms and Conditions”). The Operator and the Customer together hereinafter as the “Parties” and individually as the “Party.”
   2. Pursuant to the Agreement, the Operator undertakes, in accordance with these Terms and Conditions, to provide Services to the Customer and the Customer undertakes to accept the Services from the Operator and to pay the fee for the Services and the Additional Services (defined below) in accordance with Article 5 of these Terms and Conditions (“Fee”). The Parties undertake to provide each other with the cooperation necessary for the proper and timely fulfilment of the obligations arising from the Agreement and these Terms and Conditions. The Parties also agree that their relationship is governed by these Terms and Conditions.
2. Services
   1. The Operator provides to the Customers Services consisting of a SaaS (software as a service) platform for aggregation and analytics of third-party financial and accounting data through its website located on the internet address www.capila.io (“Website”) on the basis of an Agreement concluded with the Customer. A closer specification of the Services can be found on <a to="/pricing">Pricing</a>.
   2. The Operator may provide additional services, such as advisory or valuation services on the basis of a separate framework agreement with the Customer (“Additional Services”), such Additional Services shall be governed by these Terms and Conditions. The Fee for the Additional Services shall be agreed in the separate framework agreement.
   3. The Services utilise data from third party products or services. Unless agreed otherwise in writing, the Customer is solely responsible for the onboarding, provision and correctness and timeliness of the data provided by the Customer to the Operator for the provision of the Services by the Operator. The Customer acknowledges that the Services are based on the data provided by the Customer or by a third party, based on the instruction from a Customer. If the data provided to the Operator by the Customer either directly or via a third party is incorrect, incomplete, misleading, incomprehensible or not provided in a timely manner the Operator disclaims all liability in connection with the results of the Services provided on the basis of the incorrect, incomplete, misleading, incomprehensible or delayed data. To the maximum extent permitted under the applicable law, the Operator excludes any and all liability for any damages, losses, claims, fees, penalties or charges incurred by the Customer as a result of the data, products or services provided by the Customer or third parties on Customer’s behalf. The Operator is not responsible for or affiliated with the third party service providers and it is the Customer’s sole responsibility to verify the reliability and abide by the terms and conditions of the third party service providers.
3. Conclusion and changes of the Agreement
   1. The Agreement is validly concluded once the Customer confirms in writing (email or electronic signature being sufficient) to the Operator the the order form provided to the Customer by the Operator via email (“Order”).
   2. By confirming the Order, Customer acknowledges that he/she has read these Terms and Conditions and agrees to be bound by them in the wording valid and effective on the day of confirming the Order or on a day specified in the Order as the “Commencement Date” if such date is specified and expressly agrees with all provisions of these Terms and Conditions.
   3. Unless otherwise stipulated further in these Terms and Conditions, the Agreement may be amended only by written agreement of the Parties. Written form shall also mean the exchange of e-mail or other electronic messages. The confirmation of changes to the Agreement in writing by both Parties shall be considered as the moment when the change becomes effective.
   4. In case of a discrepancy between the Agreement and these Terms and Conditions, the Agreement shall prevail if it explicitly states that the Parties have agreed to modify these Terms and Conditions. Otherwise, these Terms and Conditions prevail.
4. Customer account
   1. In order to facilitate the provision of Services, the Operator allows the Customer to register his/her own Customer account on the Website.
   2. The Customer is fully responsible for maintaining the confidentiality of his/her Customer account and all passwords, including but not limited to the restriction of access to his/her computer and/or accounts. The Customer agrees to accept responsibility for any and all activities or actions that occur under Customer’s account and/or password.
   3. The Customer must notify the Operator immediately upon becoming aware of any breach of security or unauthorised use of his/her account.
5. Fee
   1. Unless otherwise agreed between the Parties in the Order, the Fee for the Services shall be calculated on the basis of Operator’s Rate Card available on the Website at: <a href="/pricing">Pricing</a>
   2. The Operator reserves the right to make changes to the Rate Card or the Fee individually agreed in the Order at any time. When such a change happens, the Operator will inform the Customer by email. The Customer has the right to terminate his/her Agreement within 30 days of any such change to the Fee by sending a written notice of termination to the Operator. In such a case, the Agreement terminates by the lapse of a 30 days’ notice period which begins on the day of delivery of a written notice of termination to the Operator.
   3. The Customer agrees to be bound by any change to the Fee and or the Rate Card, unless he/she terminates the Agreement according to Clause 5.2 above
6. Payment terms
   1. The Customer is obliged to pay the Operator the Fee, which shall be determined in accordance with Article 5 of these Terms and Conditions, by bank transfer following the receipt of the correctly completed invoice (together with any applicable VAT) delivered by the Operator to the Customer in advance of each month of the provision of the Services. The due date of such invoice shall be the last day of the calendar month in which the invoice was delivered to the Customer. The Operator shall send the invoices to the email address of the Customer specified in the Order.
   2. The first invoice delivered by the Operator to the Customer following the conclusion of the Agreement, will include the Fee calculated pro-rata for the remainder of the then-current month and the Fee for the next month of provision of the Services. Such first invoice shall be payable within five (5) days of the conclusion of the Agreement pursuant to Clause 3.1.
   3. If the Customer is delayed with any payment under Agreement or Terms and Conditions, the Operator is entitled to suspend the fulfilment of its obligations under the Agreement and framework agreements relating to Additional Services concluded with the Customer, until the Customer is no longer in arrears with the respective payment.
   4. The Customer is not entitled to unilaterally set off any of his/her receivables against the receivables of the Operator arising from the Agreement.
   5. In case the Fee or any part thereof is not duly paid by the Customer when due, such Fee shall be subject to a late payment interest of 0,03% per day until such Fee is fully paid to the Operator along with this late payment charge.
7. Confidentiality obligations
   1. The Parties are obliged to maintain the confidentiality of Confidential Information (as defined below in Clause 7.5.), which they may not provide to third parties or use for themselves for any purpose other than their cooperation under these Terms and Conditions.
   2. The obligations of confidentiality and non-disclosure continue for the duration of the Agreement and for a period of two (2) years after the termination of the Agreement.
   3. The Parties are entitled to provide Confidential Information exclusively to those employees, contractors, partners or other collaborators who need to know Confidential Information for the proper performance of their obligations under these Terms and Conditions, and these persons and/or entities must be bound by a duty of confidentiality at least to the extent of these Terms and Conditions. For the avoidance of any doubt, this Clause 7.3 includes sharing information with third party tools such as Microsoft Power BI, Microsoft Azure, Nordigen, Superfaktura, Everhour.
   4. Upon termination of the Agreement, the Parties have the right to request in writing from the other Party that it shall immediately return to the requesting Party all Confidential Information of that Party, as well as documents and materials in which it is recorded, or to destroy them if it is not possible to return them.
   5. The Parties agree that Confidential Information is all of the following information, regardless of whether it was made available to the other Party orally, in writing, visually or in any other form:
      1. the content of the Agreement and any other agreements between the Parties;
      2. any and all data, financial information, accounts, designs, plans, drawings, software, prototypes, patents, know-how, other intellectual property rights, and any and all commercial, marketing or technical information;
      3. any and all information about the person/entity or activity of the other Party and its business partners, contractors and employees and about any procedures, actions planned or taken, agreements, contracts, documents, arrangements, commercial policy, economic results;
      4. any information which the disclosing Party designates as confidential or which a Party learns in the course of fulfilling its obligations and exercising its rights arising from the Agreement and/or these Terms and Conditions and which can reasonably be expected to be considered as secret or confidential.
   6. The following shall not be considered Confidential Information:
      1. information that was already publicly available;
      2. information that the Party had legally obtained, had available or had owned prior to receiving such information from the other Party; or
      3. information that is the result of independent development by the Party or was provided to it lawfully by a third party.
   7. The disclosure of Confidential Information which is required by the competent court and/or authority under applicable law shall not be considered a breach of these Terms and Conditions; however, the Party compelled to such disclosure shall use all means in accordance with the applicable law to refuse or restrict the provision or disclosure of such Confidential Information, in so far as they exist, and unless they threaten to damage the Party in the operation of its business or they expose the Party to the risk of criminal, civil or administrative sanctions. The Party is obliged to inform the other Party in advance about the circumstances of such disclosure, if possible under the applicable law.
8. Intellectual Property
   1. The Operator has invested considerable resources and efforts into the development of the Website and any other software, features, functionalities, designs, works of authorship of any kind, information or other materials made accessible to the Customer in the provision of the Services (the “Intellectual Property”). The Operator gives the Customer the right to use the Intellectual Property solely for the purpose of using the Services on an “as is”, non-exclusive basis without any warranties other than those stated in these Terms and Conditions for the duration of the provision of Services, but the Customer agrees that all such Intellectual Property remains the sole property of the Operator and its suppliers and at no time does the Customer acquire any rights other than those expressly conferred by these Terms and Conditions or the Agreement The Operator reserves the right to remove access by the Customer to any Intellectual Property upon expiration or termination of the Agreement or upon the breach of these Terms and Conditions. The Customer further undertakes not to attempt to reverse engineer or in any other way access the source code of any Intellectual Property. In such a case, the Customer shall be responsible for the damages to the fullest extent permitted by the applicable law.
   2. The Parties have agreed that, if the Customer gives any feedback or requests for customisation of the Services, such feedback and requests will be deemed non-confidential and non-proprietary, and implementation of such feedback and requests becomes a part of the Operator’s Intellectual Property without any compensation to the Customer.
9. Liability
   1. Each Party shall only be liable for any material loss, damage or injury caused to the injured Party by any negligent or intentional default in the performance of its obligations. The Operator shall be liable to the Customer only up to the amount of the total Fee paid and/or payable under the Agreement in relation to which the default occurs. Each Party shall not be liable if the default occurs as a result of “force majeure”, i.e. a cause outside of control of the defaulting Party.
   2. The Operator shall not be liable for any damage caused to the Customer by any default for reasons not on the side of the Operator.
   3. The Customer agrees to indemnify, defend and hold the Operator harmless from any and all third party claims, liability, damages and/or costs arising from Customer’s use of the Services, Customer’s violation of these Terms and Conditions or the infringement or violation by Customer or any other user of his/her Customer account, of any intellectual property or other rights of any person or entity or applicable law. The Customer acknowledges that it will share sensitive data of its clients, business partners, employees, subcontractors or any other third parties whose data is provided to the Operator (“Customer’s Clients”) with the Operator as a part of the Services (e.g. Customer’s Clients’ invoices) and represents, warrants and guarantees to the Operator that it has the right to share such information with the Operator as his/her professional adviser either on the basis of explicit agreement or its relationship with respective Customer’s Client. The Customer specifically agrees, in addition to anything else in this Clause, to indemnify, defend and hold the Operator harmless with regard to any claims by Customer’s Clients relating to such third-party data.
   4. The Services are being provided on an "as-is'' basis and the Operator makes no warranties of any kind, whether express, implied, statutory or otherwise, with respect to the functioning, performance, accessibility of the Services or their availability. The Operator makes no warranty or representation that the Services will be compatible with any application, or software not specifically identified as compatible. The Operator specifically disclaims any implied warranties of fitness for a particular purpose or non-infringement.
   5. For the avoidance of doubt, the Operator does not provide any warranty for the Services to the Customer within the meaning of § 429 et seq. 513/1991 Coll. Commercial Code, as amended (“Commercial Code”).
10. Duration and termination 1. Unless agreed otherwise in the Agreement, the Agreement is concluded for a fixed period of twelve (12) months from the date of its conclusion (“Initial Term”) and thereafter will automatically renew in twelve (12) month increments (each a “Renewal Term”) unless either Party provides thirty (30) days’ prior written notice of termination prior to the end of the Initial Term or respective Renewal Term. 2. The Agreement will terminate:
    1. by the agreement of both Parties;
    2. by withdrawal from the Agreement by either Party upon a breach of the Agreement or these Terms and Conditions by the other Party that is not cured within ten (10) business days of receipt of notice of such breach;
    3. according to the procedure in Clause 5.2 of these Terms and Conditions;
    4. by withdrawal of the Operator in case of a delay in the payment of the Fee by the Customer of more than 15 days.
    5. by written notice from the Operator to the Customer, for a specified reason or no reason, with the notice period being one month starting on the day of delivery of the notice. In such a case, the Agreement terminates at the end of the notice period.

3.  In case of a withdrawal, the Agreement terminates on the day of delivery of the notice of withdrawal to a Party.

11. Data protection 1. The Customer is obliged to provide correct and true data and to inform the Operator without undue delay of any change in the data provided to the Operator. 2. The rights and obligations of the Operator and the Customer in relation to the protection of personal data are set out in the Privacy policy issued by the Operator and accessible at: <a to="/privacy">Privacy Policy</a>.
12. Notices and delivery 1. Any notice under these Terms and Conditions must be delivered in writing (electronic delivery being sufficient). 2. Any action to be taken in writing must be delivered to the address of the Party listed in these Terms and Conditions or the Order either (i) personally; (ii) by email; or (iii) through the Customer account. 3. A notice or other communication shall be deemed to be duly given and effective when:
    1. received personally by the other Party;
    2. successfully sent via the correct email address to the other Party; or
    3. properly and successfully submitted through the User account.

4.  If more than one day can be considered to be the day of the delivery under the above rules, the day of effective delivery shall be the earlier day.

13. Final provisions 1. These Terms and Conditions are governed by and will be construed under the laws of the Slovak Republic, in particular the Commercial Code, without regard to the conflicts of laws provisions thereof. Any dispute arising from or relating to the subject matter of these Terms and Conditions shall be finally settled by the courts of the Slovak Republic. 2. All provisions of these Terms and Conditions and the Agreement, which by their nature should survive termination of the Agreement, shall survive such termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. 3. If any provision of these Terms and Conditions or the Agreement is or becomes invalid or ineffective, it will be replaced by a provision that most closely reflects the meaning of the invalid or ineffective provision. The invalidity or ineffectiveness of one provision does not affect the validity of other provisions of these Terms and Conditions or the Agreement. 4. These Terms and Conditions and the Agreement constitute the entire agreement between the Parties with respect to the Services and supersede all prior agreements, negotiations, and discussions between the Parties relating to the same. 5. Annex no. 1 to these Terms and Conditions contains the current version of the Rate Card applicable to the Fee for the Services. . 6. Operator reserves the right to modify these Terms and Conditions at any time, therefore, the Customer should periodically check for the updated versions which will be accessible at <a href="/general-terms-and-conditions">General Terms and Conditions</a>. When practicable, Operator will inform Customer of any material changes by email or a notice on its Website. 7. These Terms and Conditions were last updated on 21.2.2022.