Terms of Use

PREDNY SLM s.r.o., reg. Num.: 079 72 571, registered seat Veselá 169/24, Brno – město, 602 00 Brno, CZ, registered in Company registry in Krajský soud v Brně, in section C, File No. 111197, represented by Mgr. Martin Predný, CEO, info@prednyslm.eu

1.      Introductory provisions

1. Operator is author and owner of online distribution platform available at www.swtp.eu (hereinafter as “Platform”).
2. Customer means each natural or legal person with the right to use the platform.
3. Platform serves as a distribution channel for already marketed Software.
4. These Terms of use regulate rights and obligations of Parties resulting from the usage of the Platform.

1. Customer account
1. Operator sends to Customer, on his enquiry, customer´s ID with the web link, that will rout the Customer to registration form (unless the registration was already made by Operator – in that instance the Customer will only chose his password). For registration Customer shall file the registration form with required information (Company name, ID, VAT, registered seat, contact details), choose his password and finish registration.
2. By completing the registration process, Customer gains access to his Customer account, and can use the Platform in accordance with Terms of use. Customer declares that he read the Platform's Terms of Use prior to creating his Customer Account and that he agrees to use the Platform in accordance with them.
3. Customer is obliged to provide correct information in his registration form, and he is obliged to keep the information up to date. Changes in provided information can be done by Operator via email request.
4. Access to customers account is secured by user name and password.
5. Customer is responsible for keeping his user name and password confidential. Operator is not responsible for any damages to Customer or third party caused by breach of this obligation.
6. Customer can invite his customers through the Platform functionality and allow his customer to create new user account.
7. Customer undertakes to comply with all obligations set forth in these Terms of Use.
8. Operator is authorized to suspend Customer access to his Customer´s account in case of breaching the obligations set forth in these Terms of use. If such thing happens, Operator is not obliged to enable the Customer to display any information in his account.
2. Rights and obligations

1. The Platform serves as a management tool for licence administration and distribution.
2. According to article 4.3. of Terms and Conditions licences bought from the Operator will be delivered into Customer´s account.
3. The Operator ensures the functionality and availability of the Platform. Customer acknowledges that access to the Platform may not be available at all times, and that due to unforeseen circumstances or maintenance or scheduled shutdowns, the Platform and hence access to the Customer Account may be temporarily restricted.
4. Customer can resell licences bought from Operator to his customers through the Platform, with Operator´s written consent.
5. When using and reselling software licences (either new, or already marketed), Customer must comply with the obligations set by these Terms of use and relevant provisions of law. In case of reselling of Already marketed software licences, the Customer must comply with laws and regulations set by national and supranational legislation (EU Directive 2009/24/ES,  Judgement of European Court of Justice of 3.7.2012, C-128/11). Failing to comply with aforementioned legislation can result in account suspension (according to 2.8 of Terms of Use) and obligation to pay the Operator contractual penalty in amount of 1 000 000 CZK, due under fee notice, for each infringement.
6. The Platform is under constant development. Customer acknowledges that the Platform can change, the new function may be added, and some functions may be removed.
7. The customer acknowledges that the Operator is entitled to access the data located in the Customer account for the purpose of monitoring compliance with the terms of use of the platform, compliance with obligations regarding the transfer of software licenses, or in other cases. If the Operator discovers a breach of the Customer's obligations, it is entitled to take steps necessary to remedy the consequences of this breach, including proceeding under clause 2.8. of these terms.
8. Customer is entitled to use this platform according to these Terms of Use. Customer is prohibited to use technics of reverse engineering in order to access the source code, to transfer the right of use to the platform to third person, to allow usage of platform to unauthorized person.
9. The Operator is not responsible for lost profit, loss of sales, loss of data, financial losses that were not intentionally caused by the Operator or which cannot be reasonably foreseen.
1. Rules of licence transferability
1. For licence to be transferable inside of Platform, these documents must be attached to them:
• Declaration of first owner;
• Declaration of transferability.

1.   Declaration of first owner must include at least:

• Identification of first owner.
• Identification of method of acquisition (eg. Licence transfer contract).
• Information of a place of licence acquisition (within EÚ or EEA).
• Declaration of full payment.
• Licence identification.
• Declaration of deinstallation.

1. Declaration of transferability must include at least:

• All conditions listed under 4.2.1 – 4.2.6. This can be fulfilled with reference to Declaration of first owner.
• If the licences were used, declaration of deinstallation from all users.
• If the licences were not used by Transferor, it is sufficient to declare that they were not used and the reason for its purchase by Transferor.
• Declaration that the licences are eligible for reselling.
• Declaration that the licenses have no legal defects.
• Declaration that the licenses shall not bind any third party’s rights and have not been (or partially) sold.

1. Failing to provide aforementioned documents, providing false information or forging will result in account suspension (according to 2.8 of Terms of Use) and obligation to pay the Operator contractual penalty in amount of 1 000 000 CZK, due under fee notice, for each infringement.
2. The contractual penalty does not affect the claim for damages incurred by the Operator or its Customers by breach of obligations.
3. Incorrect and incomplete information in these documents, as well as misuse of information on the Platform (sale of license activation keys, etc.), may be a reason for prosecution.
1. Final provisions
1. These Terms of use become valid and effective as of date of publication on Operator´s website.
2. Rights and obligations arising between the Operator and the Customer resulting from these Terms of use as well as rights related to these Terms of use, including issues of validity of Terms of use and consequences of invalidity are governed by Czech law.
3. All disputes arising out or in connection with these Terms of use shall be decided by the general court of Operator.
4. If any provision of the Terms of use is invalid or ineffective, or becomes so, a provision whose meaning is as close as possible to the invalid provision shall replace the invalid provision. The invalidity or ineffectiveness of one provision shall not affect the validity of the other provisions.
5. These Terms and Conditions can be amended or changed by Operator. Changes of Terms and Conditions does not affect rights and obligations which arose during the validity period of the previous version of Terms and Conditions. Written notice of change must be published on the Operators website and send to the Customers email.

 In Brno at 1^st September 2019

Operator

Mgr. Martin Predný, CEO

PREDNY SLM s.r.o.