Licenčné podmienky

Licence Terms and Conditions of companiesTop privacy s.r.o., Top privacy services s.r.o., Top privacy cyber security, s. r. o.

I: BASIC TERMS

Company – the business company Top privacy s.r.o., Company's ID No.: 51 421 291, having its registered office at Robotnícka 11591/1J, Martin 036 01, registered in the Commercial Register of the Slovak Republic maintained by the District Court in Žilina, Section: Sro, Insert No. 69699/L and business company Top privacy services s.r.o., Company's ID No.: 52 064 824, having its registered office at Robotnícka 11591/1J, Martin 036 01, registered in the Commercial Register of the Slovak Republic maintained by the District Court in Žilina, Section: Sro, Insert No. 71410/L; for a particular use case of these Licence Terms and Conditions, the term "Company" shall always mean the particular company that has a contractual relationship with the Client in a given case and provides the Client with an object that is protected

Top privacy s.r.o. and Top privacy services s.r.o. may also be collectively referred to as "Top privacy Group (of companies)".

Client – a person who receives the services and products of the company under the Contract

Third parties  – any persons other than the Company and the Client

Copyright Act – the Act No. 185/2015 Z. z., the Copyright Act, as amended

Intellectual Property – represents the company's assets of intangible nature, which is the result of creative thinking and creative activity of people working for the Company. Intellectual property includes also an author's work, a professional work (documentation), a lecture, a book, written creations, an industrial design, an invention, a trademark, content and address of a website, know-how, etc.

Copyright – protects the results of creative intellectual activity of authors (authors' works); the subject matter of copyright is an author's work in the field of literature, art or science, which is a unique result of the author's creative intellectual activity perceptible to the senses, regardless of its form, content, quality, purpose, manner of expression or degree of completion. No special registration is required to protect the subject matter of copyright.

Know-how – can be understood as information, experience, knowledge, insights or expertise of the Company from various fields, such as from the field of trade, production, economy, science, research, technology. Know-how means, for example, marketing strategies, business plans, technological procedures or workflows, business contacts or business strategies used by the Company in its business activities and also applied in the provision of its services, thereby making its know-how or some of it available to third parties.

Subject-matter of protection – for the purposes of these Licence Terms and Conditions, subject-matter of protection means all outputs, manifestations and realisations resulting from creative activity and/or know-how. 

The subject-matter of protection means all documents elaborated by the Company for clients.

The Company may specifically designate the documents that are subject to protection under these Licence Terms and Conditions as a subject-matter of protection. However, the designation of a document according to the previous sentence is not a condition of protection under applicable laws or a condition for the application of these Licence Terms and Conditions.

II: SUBJECT-MATTER OF COPYRIGHT PROTECTION

  1. The Company prepares or provides the following types of documents for clients:

a) general documents – which means documents prepared up by the Company that are, by their nature, intended for use by a client by means of further provision, dissemination, disclosure, modification or other means of handling thereof, by which such documents are used in dealing with an unspecified type and number of third parties who are also recipients and/or addressees of such documents.. These include, in particular, documents such as information obligations, consents, instructions, personal data protection terms and conditions.

b) documents for internal use – which means documents prepared by the Company that are intended, by their nature, solely for the internal needs and use of a client, or solely for the persons for whom they were prepared, or also to prove the internal setup, procedures and conditions of the customer for the competent public authorities supervising the client's activities in the field concerned. These include, in particular, documents such as internal guidelines/policies, analyses, opinions, reviews, assessments, proportionality test, GAP analyses, conclusions of inspection activities, content of security documentation in part of internal privacy policy, etc.

c) marketing documents –  which means documents prepared by the Company or sent in the name of the Company, the purpose of which is the presentation and/or offer of the Company, its services or products, as well as documents prepared by the Company on various professional or other important topics, such as information sheets. In particular, these include documents such as presentation letters, offer letters, quotes, proposals for cooperation, presentations, articles, blogs, company newsletters or any other materials that have the purpose to present the Company and its activities.

  1. All types of documents, examples of which are given in point 1 of this Article, are subject-matter of protection to the extent and in a manner under these Licence Terms and Conditions.
  2. The Company uses a subject matter of intellectual property with the consent of the authors, under the relevant authorisations (licences). The holder of property rights to the subject matter of intellectual property is the Company, for which the Company is responsible. Intellectual property is subject to legal protection and its use is subject to the consent of the author or originator.

 

III: CONDITIONS AND RULES FOR THE USE OF SUBJECT-MATTER OF PROTECTION

  1. General documents  – the use of these documents is permitted only to the Client and persons to whom the general documents are intended. The use of general documents is only authorised if each general document contains at least an indication of the company's business name on each page of its text, and a link to these Licence Terms and Conditions posted on the Company's website. 

A licence granted for the use of general documents is non-exclusive and limited to use exclusively for the purpose for which it was granted to the Client or the third party to whom the document is intended. 

The Client is not authorised to grant a sublicence to another person and is also not allowed to use the general document for commercial purposes or for any purpose other than that for which the document was provided to it. The use of general documents for a purpose other than the agreed purpose is possible only with the written consent of the Company.

  1. Documents for internal use – the use of such documents shall be governed by the conditions applicable to general documents referred to in point 1 above, providing that the following applies beyond the scope of these conditions to the use of documents for internal use of the Client:
    1. prohibited use of these documents for purposes other than those agreed, 
    2. prohibited use of these documents for purposes of an entity other than the Client,
    3. prohibited commercial use of these documents for itself or for any third party, including any such use without a reward being claimed,
    4. prohibited modification or adjustment of these documents in any way for itself or any third party,
    5. prohibited access, publication or other disclosure of such documents to persons to whom the document is not intended, in particular to entities outside the legal personality of the Client, other than making available to a public authority to which they are addressed (e.g. to give a proof of compliance with legal rules) or to another entity for the purposes for which the document has been prepared (e.g. for the purposes of a certification entity), irrespective of the form of such access, publication or disclosure,
    6. prohibited renting, borrowing, sharing or otherwise allowing third parties to use documents without the prior written consent of the Company,
    7. prohibited removal of a reference to the Company and these Licence Terms and Conditions,
    8. prohibited creation of a new work by remaking, modifying, supplementing, deleting part of documents for internal use.
  1. The use of documents for internal use in a manner that is prohibited is possible only with the prior written consent of the Company. The Company has the right, at its sole discretion, to refuse to grant consent, or it may grant consent only in part, or it may grant consent on some conditions that must be met when using these documents (a conditional consent). In the case of a conditional consent, the use of documents for internal use shall be permitted only if all the conditions laid down are complied with at the same time. The Client shall be obliged to give a proof of compliance with the conditions at any time at the Company's request. The Company is not obliged to justify a refusal to grant consent.
  1. Documents for internal use are always intended only for the Client, unless the Client has agreed otherwise in writing with the Company. 
  2. The prohibition on the use or provision of documents for internal use within the meaning of point 2 shall also apply to advisers, external providers of other services or similar services in relation to the services of the Company, legal consultants, agents, lawyers, tax advisors, accountants, and others, even if they are bound by the obligation of professional secrecy (by contract or by law). 
  3. The restrictions and prohibitions resulting from points 2 to 5 of this Article shall not apply to the Client's handling of conclusions resulting from any documents for internal use, provided that they are summarised in the Client's own form and the provisions of these Licence Terms and Conditions are not violated.
  4. Marketing documents –  the use of these documents is only permitted to the Client for its own purposes and within its legal personality. Without the specific written consent of the Company, the Client shall not be authorised to make available, publish or otherwise disclose to third parties in any way.
  5. The use of the subject-matter(s) of protection for the purpose of submission in administrative, judicial, criminal or other proceedings before public authorities without the consent of the Company is possible only if the Client has such an obligation to do so directly by law, or for the purpose of exercising the rights or legally protected interests of the Client, and only if it is expedient and necessary (e.g. in the case of an inspection by a supervisory authority in the relevant area). When using of the subject-matter of protection under this point, the Client is obliged to inform the Company of such use immediately after such use. 
  6. The identification of documents by the Company's business name and a reference to these Licence Terms and Conditions must be preserved in the documents throughout their use, in any form. The Client is responsible for fulfilling this obligation.
  7. The Client must not in any way use the knowledge of ideas, procedures, structure and methods used that the documents are based on or contained therein, even if the Client has obtained them in an authorised use of the document. The obligation above shall not apply to information, which is publicly available from generally legally binding regulations, individual legal acts or otherwise demonstrably publicly available, prior to its use by the Client. Such knowledge (as referred to in the first sentence of this point) must not be used for making or commercial use of another document, or to any other conduct threatening or infringing the intellectual property right of the Company. The Customer is obliged to keep such knowledge confidential in relation to third parties without a time limitation.
  8. The use of documents in a manner for which the Client or a third party to whom the document has been addressed is not authorised shall be considered to be in breach of these Licence Terms and Conditions. 
  9. The Client shall be liable objectively for the use of any documents and/or other subject-matter of protection in violation of this Article of the Licence Terms and Conditions, irrespective of a fault, i.e., regardless of whether and/or in what proportion the Client has caused the documents to be used in violation of this Article. This does not apply only if the Company is at fault for the violation.
  10. The Client shall be obliged to notify the Company without delay of any violation of these Licence Terms and Conditions, otherwise the Client shall be liable for any damage resulting from a failure to take timely measures to prevent unauthorised dissemination or use of the subject-matters of protection.
  11. The Client shall be liable in full for any damage incurred by the Company as a result of a breach of its obligations under the contract/agreement with the Client, under which the Client is provided with a document or information subject to protection, from the relevant generally binding legal regulations or from these License Terms and Conditions.
  12. The Client shall be obliged to pay the Company a contractual penalty of EUR 10,000 (in words: ten thousand euros) for any violation of these Licence Terms and Conditions, for any unauthorised disclosure of or provision of access to a subject matter of protection, which is payable at the Company's request within a specified time limit of 14 days at least. Imposition/payment of a contractual penalty shall not affect the Company's right to damages in full.

 

IV:  GRANT OF LICENCE

A licence to use the subject-matter of protection is granted at the moment of delivery of the subject-matter of protection to the Client. Delivery of subject-matter of protection shall be governed by a separate agreement between the Company and the Client.

 

V: TIME FOR WHICH THE LICENSE IS GRANTED

  1. The licence is granted for an indefinite period of time, unless the Client and the Company have agreed otherwise.
  2. The validity of the Licence Terms and Conditions for the subject-matter of protection is valid without a time limitation.

 

VI: FEE FOR GRANTING LICENCE

 

The fee for granting of the licence to the Client is included in the remuneration for the delivery of the respective subject-matter of protection. The Company does not claim a special compensation, unless otherwise agreed in writing.

 

VII: PASSING AND TRANSFER OF LICENCE

  1. A licence may be passed only with prior written permission of the Company for such transfer. Passing a licence in violation of the previous sentence shall be considered a gross breach of these Licence Terms and Conditions.
  2. By dissolution of the legal personality of the Client the licence to use the documents to the extent and under the conditions set out in these Licence Terms and Conditions passes to a successor in title or heirs of the Client. Where there is no passing of a licence pursuant to this point, such licence terminates.

 

VIII: OTHER PROVISIONS

  1. Any rights that are not expressly granted to the Client under these Licence Terms and Conditions shall be reserved for the Company.
  2. Individual agreements between the Company and the Client in writing shall take precedence over the provisions of these Licence Terms and Conditions.
  1. The right to protection of documents and subject-matters of protection and the conditions and rules for the use of a subject-matter of protection under Article III of these Licence Terms and Conditions shall apply even if they are not covered by protection under copyright legislation under the Copyright Act or other protection of intellectual property rights in accordance with special laws, or protection of trade secrets or know-how. The Company and the Client derive the protection of documents and other subject-matters of protection from their mutual agreement. This means that even in the event that information identified in these licensing terms as the subject-matter of protection does not meet the characteristics of a subject-matter of intellectual property rights under the law, such information shall be subject to protection under these Licence Terms and Conditions.
  2. By granting a licence under these Licence Terms and Conditions, the Client does not acquire any rights other than those explicitly defined in these Licence Terms and conditions.