General Terms and Conditions

1. Introductory Provisions

1.1 These General Terms and Conditions (the “Terms”) govern the rights and obligations relating to the use of the DAKL Benefits platform available at www.daklbenefits.cz and its subdomains (the “Platform”).

1.2 The Platform is operated by Dakl benefits, s.r.o., Company ID (IČO) 19707118, with its registered office at Dolní náměstí 384, 250 70 Odolena Voda, Czech Republic, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, Insert 390447 (the “Operator”). Contact e-mail: [email protected].

1.3 These Terms form an integral part of the agreement on the provision of the service concluded between the Operator and the Client (the “Agreement”) and, to the extent set out in Article 9, also part of the contractual relationship between the Operator and a Partner. Deviating provisions in the Agreement, in an individual offer or in a partner agreement take precedence over these Terms.

1.4 The Platform is intended exclusively for entrepreneurs and legal entities acting within the scope of their business or other independent activity. Neither the Client nor the Partner is therefore a consumer, and statutory provisions on consumer protection do not apply to them. Employees use the Platform on the basis of the Client’s decision; their rights are governed by Article 8 and by the Information for Employees document.

2. Definitions

• Client — an entrepreneur or legal entity that has registered on the Platform and makes Benefits available to its Employees.
• Client Administrator — a natural person authorised by the Client to manage its account on the Platform (in particular to manage Employees, groups, the Subscription and billing details). A Client may have no more than five Client Administrators.
• Employee — a natural person invited to the Platform by the Client in order to use Benefits; this need not be an employee within the meaning of employment law (e.g. a contractor or a member of a statutory body).
• Partner — an entrepreneur who offers discounts, advantages or other performance to Employees through the Platform.
• Benefit — a specific discount, advantage or other performance of a Partner published on the Platform, including the conditions for using it.
• Coupon — an electronic document (code, QR code or link) by which an Employee proves to a Partner their entitlement to a Benefit.
• Subscription — the recurring paid provision of the Platform to the Client according to the selected Plan.
• Plan — a variant of the Subscription defined in particular by the maximum number of Employees with access to Benefits (the “Limit”), the price and the length of the billing period (month or year).
• User — any person with an account on the Platform (Client Administrator, Employee).

3. Registration and Conclusion of the Agreement

3.1 The Client registers via the form on the Platform. During registration, the Client provides true and complete identification details (in particular its business name, Company ID, registered office and contact details) and the details of the person who will act as Client Administrator. The Operator may verify the details in public registers.

3.2 The person completing the registration declares that they are authorised to act on behalf of the Client and to conclude the Agreement.

3.3 The Agreement is concluded upon completion of the registration and acceptance of these Terms. The paid provision of the service begins upon activation of the Subscription in accordance with Article 4.

3.4 The Agreement is concluded in the Czech language. The Operator does not archive the Agreement or these Terms as a separate document for each Client; the current and all previous versions of the Terms are permanently available on the Platform.

3.5 The Operator may refuse a registration or cancel an account if the Client has provided false information, if the Client has previously materially breached the Agreement, or if the Client’s use of the Platform could harm the Operator, Partners or other Clients.

4. Subscription, Price and Payment Terms

4.1 Current Plans and prices are set out in the price list on the Platform. All prices are stated exclusive of VAT; if the Operator is a VAT payer, VAT at the statutory rate will be added to the price.

4.2 The Client selects the Plan and the billing period in the Client portal. The Subscription is activated upon the first payment or upon the start of a trial period, if the selected Plan offers one.

4.3 Trial period. If a Plan offers a free trial period, the Subscription automatically converts into a paid Subscription upon its expiry and the Operator charges the price of the first billing period, unless the Client cancels the Subscription before the end of the trial period.

4.4 Card payment. The Subscription is paid by payment card via the Stripe payment gateway. The Client authorises the Operator to charge the price repeatedly at the beginning of each billing period until the Subscription is cancelled. The Client is obliged to keep a valid payment method on file; it can be changed in the Client portal.

4.5 Individual offer. For Clients with a larger number of Employees, the Operator may prepare an individual offer (custom Plan). A Subscription under an individual offer is paid by bank transfer on the basis of an invoice payable within 14 days, unless the offer provides otherwise.

4.6 The Operator issues tax documents electronically and makes them available in the Client portal or sends them by e-mail to the Client’s billing address. The Client agrees to the electronic form of tax documents.

4.7 Change of Plan. A change to a Plan with a higher Limit or from a monthly to an annual billing period takes effect immediately; the Client is charged the pro-rata price difference for the remaining part of the current period. A change to a Plan with a lower Limit or from an annual to a monthly period takes effect from the beginning of the next billing period. A change to a Plan whose Limit is lower than the number of Employees with active access to Benefits is not possible until the Client reduces that number.

4.8 Limit. The number of Employees with access to Benefits may not exceed the Limit of the selected Plan. Once it is reached, no further Employee can be invited until the Client upgrades to a higher Plan or deactivates another Employee. Client Administrators do not count towards the Limit unless they have access to Benefits enabled.

4.9 Price list changes. A change to the price list applies to newly concluded Subscriptions. The Operator may change the price of an existing Subscription only by notice sent to the Client at least 30 days in advance; if the Client does not agree with the change, it may cancel the Subscription with effect no later than the date on which the change takes effect.

4.10 Late payment. If a payment cannot be collected or an invoice is not paid by its due date, the Operator will notify the Client and the payment gateway will retry the payment. For 14 days after the failed payment (the “grace period”), the Platform remains fully available to the Client. If the Client does not pay the amount due even within the grace period, the Operator may suspend Employees’ access to Benefits; Client Administrators retain access to the Client portal so that they can complete the payment. If the delay continues for more than 30 days after the end of the grace period, the Operator may block the Client’s access and terminate the Agreement with immediate effect. After the amount due has been paid, the Operator will restore access without undue delay.

4.11 Payments are non-refundable. The price already paid is not refunded upon cancellation of the Subscription, a downgrade of the Plan or termination of the Agreement for reasons on the Client’s side, unless these Terms provide otherwise.

5. Term and Termination of the Agreement

5.1 The Agreement is concluded for an indefinite period. The Subscription renews automatically for a further billing period of the same length.

5.2 The Client may cancel the Subscription at any time in the Client portal. Cancellation takes effect at the end of the current billing period, until which the Platform remains available to the Client and its Employees. The cancellation may be withdrawn until the end of the period. A Subscription under an individual offer may be terminated in the manner and within the periods set out in the offer.

5.3 The Operator may terminate the Agreement without giving reasons with a notice period of 1 month, starting on the day the notice is delivered to the Client; in such a case, the Operator will refund to the Client the pro-rata part of the price paid for the period after the end of the notice period.

5.4 The Operator may terminate the Agreement with immediate effect if the Client materially breaches the Agreement or these Terms, in particular if it misuses the Platform, Benefits or Coupons, makes the Platform available to persons who are not authorised to use it, or is in default under Article 4.10.

5.5 After termination of the Agreement, the Operator will make Benefits unavailable to Employees and will handle personal data in accordance with Article 12.10. The Operator will retain data required to fulfil statutory obligations (in particular accounting and tax documents) for the period prescribed by law.

6. Rights and Obligations of the Client

6.1 The Client is obliged to:

• invite to the Platform only persons to whom it wishes to make Benefits available and keep the list up to date — in particular, deactivate without undue delay persons whose relationship with the Client has ended;
• have a valid legal basis for transferring Employees’ personal data to the Operator and inform Employees about the processing (the Operator provides the Information for Employees document for this purpose);
• protect the login credentials of Client Administrators, not share them with other persons and notify the Operator without undue delay of any suspected misuse;
• keep its identification and billing details accurate;
• use the Platform in compliance with the law, these Terms and good morals.

6.2 The Client may not resell, rent or otherwise make the Platform, Benefits or Coupons available to third parties outside the group of its Employees, interfere with the technical operation of the Platform, circumvent its security or bulk-download data from it.

6.3 The Client is responsible for the conduct of its Client Administrators and Employees on the Platform as if it were its own.

7. Benefits and Relationship with Partners

7.1 Benefits are provided by Partners. The Operator publishes Benefits on the Platform as an intermediary and enables Employees to prove their entitlement to them, but it is not a party to the relationship between the Employee and the Partner and is not liable for the quality, availability or defects of the Partner’s goods and services.

7.2 The scope, conditions and period of validity of a Benefit are determined by the Partner. A Partner may change or end a Benefit; the Operator does not guarantee that a particular Benefit or Partner will be available on the Platform throughout the Subscription. The range of Benefits offered is not a condition of the Subscription price.

7.3 Complaints about goods and services are to be made by the Employee directly to the Partner. If a Partner does not accept a valid Coupon, the Employee or the Client may contact the Operator, which will seek a remedy from the Partner within the scope of its contractual possibilities.

7.4 By means of groups and exceptions, the Client may determine which Benefits will be available to individual Employees.

8. Use of the Platform by Employees

8.1 An Employee obtains access on the basis of the Client’s invitation. The Employee’s account is personal and non-transferable; a Coupon may only be used by the Employee for whom it was issued, unless the conditions of the Benefit provide otherwise.

8.2 The Employee is obliged to protect their login credentials and not to misuse Coupons (in particular by copying, altering or passing them on to other persons).

8.3 The Employee’s access to Benefits lasts as long as the Client does not deactivate it, as long as the Client’s Subscription is not suspended or blocked and as long as the Agreement is in force.

8.4 If misuse of an account or a Coupon is suspected, the Operator may temporarily restrict the Employee’s access and inform the Client accordingly.

9. Partners

9.1 The detailed rights and obligations of a Partner are governed by the partner agreement; these Terms apply to the Partner to the extent that the partner agreement does not provide otherwise.

9.2 Partners are set up on the Platform by the Operator or its sales representative. Publication of a Partner and of each of its Benefits is subject to approval by the Operator, which may refuse publication without giving reasons.

9.3 For inclusion on the Platform, the Partner pays an entry fee according to the Operator’s current price list, unless the parties agree otherwise. The Operator issues an invoice after the Partner has been approved; the due date is stated on the invoice. The entry fee is non-refundable.

9.4 The Partner is obliged to provide Benefits to Employees who present a valid Coupon, to the extent and under the conditions published on the Platform, throughout their validity, and to verify the validity of Coupons using the means provided by the Operator.

9.5 The Partner is responsible for the accuracy and completeness of the materials it provides to the Operator (in particular descriptions, conditions, branch addresses, logos and photographs) and for ensuring that their publication does not infringe the rights of third parties. The Partner grants the Operator a free-of-charge, non-exclusive licence to use these materials, trademarks and logos to promote the Partner and its Benefits on the Platform, in e-mails and in the Operator’s marketing materials, for the duration of the cooperation and for a reasonable period after its end necessary to remove the materials. The Operator may edit the materials linguistically and graphically and translate them without changing their meaning.

9.6 The Partner receives aggregated statistics from the Operator on the views and use of its Benefits. The Partner may use the personal data of Employees that it learns when verifying a Coupon (the Employee’s name and the name of the Client) only to verify the entitlement and to provide the Benefit.

9.7 The Partner or the Operator may end the cooperation in the manner set out in the partner agreement; after it ends, the Partner’s Benefits are removed from the Platform.

10. Availability, Changes and Support

10.1 The Operator makes reasonable efforts to keep the Platform available continuously but does not guarantee that it will be error-free or uninterrupted. The Operator carries out planned maintenance preferably outside business hours and announces it in advance where possible.

10.2 The Operator may further develop the Platform and change its features, provided that this does not materially impair the essential characteristics of the service for which the Client pays.

10.3 The Operator provides technical support on business days by e-mail at [email protected].

11. Liability

11.1 The Operator is liable for the proper provision of the service under the Agreement. It is not liable for damage caused by Partners, by the unavailability or defects of Benefits, by the conduct of the Client, Client Administrators or Employees, by outages of networks and third-party services beyond its control, or for damage caused by force majeure.

11.2 The Operator’s total liability towards the Client for damage under the Agreement is limited to the amount paid by the Client to the Operator in the 12 months preceding the occurrence of the damage. The Operator is not liable for lost profit or indirect damage. This limitation does not apply to damage caused intentionally or through gross negligence, or to harm to a person’s natural rights.

11.3 The Client is liable to the Operator for damage caused by a breach of its obligations, in particular for damage resulting from the transfer of Employees’ personal data without a valid legal basis.

12. Processing of Personal Data on Behalf of the Client (Data Processing Terms)

12.1 This Article constitutes a data processing agreement pursuant to Article 28 of Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”). With respect to the personal data of Employees that the Client enters into the Platform or that arise on the Platform in the course of making Benefits available, the Client is the controller and the Operator is its processor.

12.2 Subject matter and purpose. The Operator processes personal data for the purpose of providing the service under the Agreement — maintaining the list of Employees and groups, sending invitations, making Benefits available and issuing Coupons, and providing the Client with aggregated overviews of the use of Benefits.

12.3 Categories of data subjects and data. Employees and Client Administrators; first name and surname, work e-mail, personnel number or other internal identifier (if entered), internal note, assignment to groups, account and invitation status, language, data on issued and verified Coupons. The Client does not enter special categories of personal data (Article 9 GDPR) into the Platform.

12.4 Duration. The processing lasts for the term of the Agreement and for the period set out in Article 12.10.

12.5 Obligations of the Operator. The Operator shall:

• process personal data only on documented instructions from the Client, which are deemed to include the Agreement, these Terms and the settings and actions of Client Administrators on the Platform; where the Operator is required to process data under applicable law, it shall inform the Client thereof unless that law prohibits it;
• ensure that persons authorised to process personal data have committed themselves to confidentiality or are under a statutory obligation of confidentiality;
• implement technical and organisational measures pursuant to Article 32 GDPR, in particular encryption in transit, encrypted and hashed storage of passwords, role-based access control, two-factor authentication for accounts with extended privileges, backups, activity logs and storage of data in data centres within the European Union;
• taking into account the nature of the processing, assist the Client in fulfilling its obligation to respond to requests from data subjects — the Platform offers export and anonymisation of a person’s data for this purpose;
• assist the Client in ensuring compliance with its obligations under Articles 32 to 36 GDPR;
• notify the Client of a personal data breach without undue delay and no later than 48 hours after becoming aware of it;
• make available to the Client the information necessary to demonstrate compliance with Article 28 GDPR and allow for audits conducted by the Client or an auditor mandated by it who is bound by confidentiality, subject to at least 30 days’ prior notice, no more than once per calendar year and at the Client’s expense.

12.6 Sub-processors. The Client grants the Operator general authorisation to engage sub-processors. As of the effective date of these Terms, they are:

• Railway Corporation (USA) — hosting of the application and database; data is stored in a data centre in the Netherlands;
• Cloudflare, Inc. (USA) — file storage under EU jurisdiction, content delivery and protection of forms against abuse;
• Plus Five Five, Inc. (Resend, USA) — e-mail delivery (invitations, service notifications);
• Stripe Payments Europe, Ltd. (Ireland) — payments and Subscription billing (processes data of the Client and Client Administrators, not of Employees);
• providers of IT support and development who administer the Platform for the Operator and are bound by confidentiality.

12.7 The Operator will inform the Client by e-mail or on the Platform of any intended addition or replacement of a sub-processor at least 14 days in advance. The Client may object to the change on reasonable grounds relating to data protection; if the parties do not reach an agreement, the Client may terminate the Agreement with effect from the date on which the new sub-processor is engaged. The Operator will impose on sub-processors the same data protection obligations as apply to it.

12.8 Transfers outside the EU. Where personal data is transferred to a third country by a sub-processor, such transfer is based on an adequacy decision of the European Commission (in particular the EU-US Data Privacy Framework) or on standard contractual clauses approved by the European Commission.

12.9 Obligations of the Client. The Client is responsible for the lawfulness of the transfer of personal data to the Operator, for informing Employees and for the accuracy of the data it enters into the Platform.

12.10 End of processing. Within 90 days of the termination of the Agreement, the Operator will delete or irreversibly anonymise the personal data of Employees; the Client may request an export of the data within 30 days of termination of the Agreement. Only data whose retention is required by law and records under Article 12.11 may be retained.

12.11 Operator as an independent controller. The Operator processes certain personal data of Users as an independent controller for its own purposes — operation and security of user accounts, prevention and investigation of misuse, aggregated statistics for Partners and evaluation of the service, settlement with Partners and sales representatives, communication with Client Administrators and fulfilment of statutory obligations. Details are set out in the Privacy Policy.

13. Intellectual Property

13.1 The Platform, its software, design, databases and content created by the Operator are protected by copyright and other intellectual property rights. For the term of the Agreement, the Client obtains a non-exclusive, non-transferable right to use the Platform to the extent necessary for its purpose.

13.2 Data entered into the Platform by the Client remains the Client’s. The Operator may use aggregated and anonymised statistics on the use of the Platform, from which neither the Client nor Employees can be identified, even after termination of the Agreement.

14. Communication

14.1 Communication between the Operator and the Client takes place electronically — by e-mail to the contact addresses stated on the Platform and by notifications in the Client portal. A notice sent by e-mail is deemed delivered on the business day following its dispatch.

14.2 The Operator sends service e-mails relating to the account, the Subscription and security regardless of consent to marketing communications. The Operator sends commercial communications only in accordance with the Consent to Marketing Communications or the law.

15. Changes to the Terms

15.1 The Operator may amend these Terms to a reasonable extent, in particular due to changes in legislation, changes to the Platform’s features or to the business model. The Operator will publish the new version on the Platform and inform Client Administrators of material changes by e-mail at least 30 days before they take effect.

15.2 If a change requires consent, the Platform will ask Client Administrators to confirm it after logging in. If the Client does not agree with the change, it may terminate the Agreement with effect no later than the date on which the change takes effect; until then, the previous version applies. If the Client continues to use the Platform after the change takes effect, it is deemed to have agreed to the change.

16. Final Provisions

16.1 The Agreement and these Terms are governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code. The parties exclude the application of Sections 1799 and 1800 of the Civil Code on contracts concluded by adhesion.

16.2 Disputes arising from the Agreement shall be decided by the general courts of the Czech Republic; the court having local jurisdiction is the court competent for the Operator’s registered office.

16.3 If any provision of these Terms is invalid or ineffective, this does not affect the remaining provisions; the parties will replace it with a provision that comes closest to its purpose.

16.4 If a version of these Terms in another language is available in addition to the Czech version, the Czech version is binding.

16.5 These Terms take effect on the publication date stated for this version of the document.