1.1. Nice Reply, s.r.o., having its registered seat at Staré Grunty 3546/7A, 841 04 Bratislava - mestská časť Karlova Ves, Slovak Republic, ID No. 46 682 007, registered in the Business Register of the City Court Bratislava III, Section Sro, Insert No. 81612/B, TAX ID. 2023531653, VAT ID. SK2023531653, phone number: +421 908 361 361, email address: contact@nicereply.com (hereinafter the “Provider” or “Nicereply”) is a company authorized to operate the Platform and provide Services under these Terms of Service.

1.2. Terms of Service set out the terms and conditions of the Parties, governing the use of Nicereply cloud based customer experience management Application available via Platform and any Survey Responses created in connection with the Application focusing in particular to the

1. customer satisfaction score,
2. customer effort score,
3. net promoter score or other score and
4. tracking, collecting, analyzing and evaluating the quality of the customer support and the company itself, its processes, employees and similar

1.3. By concluding the Contract, the Client agrees to the rules set out in these Terms of Service. These Terms of Service are automatically incorporated by reference into the relevant Contract between the Client and the Provider governing Client's use of the Application, Platform and the Services within the authorization given by the type of ordered Package of Services by the Client. These Terms and Conditions shall apply solely to the provision of the Application and Services and Other Services referred to herein.

1.4. These Terms of Service are governed, in particular, by the relevant provisions of the:

1.4.1 Commercial Code;

1.4.2 Copyright Act; and

1.4.3 other generally binding Slovak law.

1.5. Terms of Service are published on the Website and are available to all Clients and their Users.

1.6. The Client

1. by registering an Account and concluding the Contract and
2. ordering Services and/or Other Services confirms that he has read and agrees with these Terms of Service as in force and effect.

1.7. From the Effective Date, these Terms of Service are applicable to any and all use of the Provider´s Services regardless of whether these Services have been ordered, used or purchased before the Effective Date. These Terms of Service completely replace any prior terms and conditions, including any previous versions of Terms of Service.

2.1. Capitalized terms in these Terms of Service have the following meaning:

Account means a separate account created by the Client under the Contract following the completion of the Registration Form authorizing the Client (and its Users) to access and use the Application and Services created on Effective Date. The Client logs into its Account using

1. login email address and
2. the user access password selected by the Client.

In the Account the Client has access to its protected folder containing in particular

1. an overview of the Services provided by the Provider,
2. Client Data,
3. Survey Responses,
4. added Users.

Act on VAT means Act No. 222/2004 Coll. on Value Added Tax, as amended.

Act on Income Tax means Act No. 595/2003 Coll. on Income Tax, as amended.

API means application program interface and has the meaning set forth in Clause 6.1 hereof.

Application means the Provider´s end customer experience management, feedback gathering and analysis and satisfaction survey tool under the name “Nicereply” comprising of following main parts

1. survey design and distribution,
2. feedback gathering,
3. feedback analytics,
4. feedback data pushing to integrated 3rd parties, focusing on
   1. customer effort score,
   2. net promoter score and
   3. tracking the quality of the customer support available via Platform and being the part of the Technology.

Bank Account means the bank account established by the Provider for receiving Cashless Payments from Clients under the Contract notified to the Client.

Cashless Payment has the meaning set out in Clause 10.4 hereof. Cashless Payment can be made as

1. online payment by debit card, or credit card via the Payment Gateway (payments by debit and credit cards will be charged in real time), or
2. payment via Invoice to the Bank Account of the Provider.

Civil Code means Act No. 40/1964 Coll. Civil Code, as amended.

Client means the Party concluding the Contract with the Provider for Services and use of the Platform by accepting these Terms of Service (or by concluding a separate agreement for Other Services).

Client Data means any and all data and information, personal data of the Client and its Users, materials that are

1. uploaded or stored on the Platform by, or on behalf of, the Client,
2. transferred to the Platform at the Client's instructions or requests,
3. delivered by the Client to the Provider for uploading or transmitting by or for storage on the Platform and/or
4. Survey Responses.

Confidential Information means any and all information disclosed by one Party to the other Party during the Term (in any form whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been reasonably understood by the other Party to be confidential or which are not accessible from publicly available sources and are closely specified in Clause 13.2 of these Terms of Service.

Contract means the agreement for

1. registration of an Account and for
2. the provision of Services concluded between the Parties under these Terms of Service including any of its Schedules and amendments.

Commercial Code means Act No. 513/1991 Coll. Commercial code, as amended.

Copyright Act means Act No. 185/2015 Coll. on Copyright, as amended.

Data Protection Laws means all applicable laws relating to the processing of personal data and data protection in particular the General Data Protection Regulation (Regulation (EU) 2016/679) - GDPR and the Act No. 18/2018 Coll. on the protection of personal data as amended while it is in force and applicable to the Client.

Documentation means the documentation of the Provider for the Application and Services delivered, published or made available to the Client by the Provider in particular online Application documentation, user´s instructions, user guides, technical documentation and FAQs designed for some or all of the Services and which may be updated at any time by the Provider.

Effective Date means the date of acceptance of these Terms of Service by the Client, i.e. date of the conclusion of the Contract.

Event means any user interaction with content processed, tracked or generated in connection with the Services, in particular to email, page views, transactions or data input.

Fee means the price of the Package of Services (excluding VAT and other taxes) listed for a particular Package of Services on the Website and which has also the meaning set forth in Clause 10. hereof.

Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the Party affected in particular disasters, explosions, fires, floods, epidemics and pandemics, decision or measures adopted by the public authorities, strikes, riots, terrorist attacks and wars or military operations whether declared or not, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law.

Intellectual Property Rights means all and any intellectual property rights of the Provider to the Website, Platform, Services or other its intellectual property rights wherever in the world whether registrable or un-registrable, registered or unregistered, including any application or right of application for such rights which include in particular

1. the copyright and other related rights, database rights, computer programs, software solutions, source and machine codes and other objects of protection under Copyright Act,
2. know-how,
3. industrial rights in particular designs and rights in designs, technical solutions, inventions, utility models, patent rights, semi-conductor topography rights, discoveries, improvements etc.
4. confidential information, trade secrets, business names, trade names,
5. trademarks, service marks, logo, creations or similar according to valid law as may be exercised in any part of the world.

Invoice means a tax document for payment of the Fee and/or other payments according to these Terms of Service and Contract issued by the Provider in accordance with the Slovak law in particular Act on Income Tax and Act on VAT and Act No. 431/2002 Coll. On Accounting, as amended and sent to Client's email address or via the Platform (if the Platform provides such an option).

Order means a binding proposal for the subscribed Services, made by the Client to the Provider, and has the meaning set out in Clause 5. hereof.

Order Form has the meaning as set forth in Clause 5.2 hereof.

Other Services means services provided by the Provider to the Client in addition to the Services if requested by the Client that are billed using a time-based charging rate calculated according to the Price List.

SaaS means software-as-a-service i.e. software provided in the form of service.

Package means billing plan package for Services ordered by the Client whose current offer is available at: Nicereply Pricing | CSAT, Net Promoter Score & CES Surveys, scaled according to the range of features, integrations Services, Survey Responses included in each package and limited number of Users the Client can add into the Account.

Parties means the Client and the Provider and each of them individually as the “Party”.

Payment Gateway means a global payment gateway platform for online payments with secure and reliable infrastructure, available at: Braintree used by the Provider for payment of Fee.

Platform means web-based platform managed by the Provider available on the Website accessible only for Clients (and their Users) together with the Technology which is hosted on such platform and through which the Services are provided.

Price List means an overview of the Fee, other payments and costs for each Package of Services and Other Services set by the Provider, which is displayed on the Website or separately agreed by the Parties.

Registration Form has the meaning set out in Clause 4.2 hereof.

Services means the subscribed hosted services provided to Client via Platform on which the Technology is hosted and secured by the Provider.

Schedule means any schedule attached to the main body of the Contract which forms the inseparable part of the Contract.

Survey Responses means the Client's customer satisfaction, loyalty, advocacy and experience surveys and collected survey responses created by the Client and generated by the Platform as a result of the use of the Application and Services by the Client within the ordered Package.

Technology means the Provider´s technology i.e. Application and the Platform´s technology (including softwares, hardware, processes, algorithms, user interfaces, applications, systems, know-how, techniques, designs and other tangible or intangible technical materials or information) provided via the Platform and all related Documentation and any results in connection with the Application provided via the Platform.

Term means the term of the duration of the Contract.

Terms of Service means these general terms and conditions of the Provider governing the

1. establishment and use of the Account and
2. provision of Services and Other Services to the Client as may be amended from time to time.

Trial Term means the period of 14 (fourteen) days from the registration of Account (i.e. conclusion of the Contract) during which the Client (and its Users) may use the Platform and Services free of charge to the extent limited by the scope, features, functionalities and number of Users allowed within the Package selected by the Client.

User means the Client's employee, contractor, consultant, agent or other person authorized by the Client and approved by the Provider to access the Client's Account and use the Platform and the Services with their own unique access details determined during his/her registration in the Account.

Website means the Provider's website located on the internet address: Nicereply.

2.2. The interpretation of these Terms of Service is governed by the following rules:

1. references to Clauses shall be construed as references to the relevant clauses of these Terms of Service.
2. references to a legal regulation shall be construed as references to Acts, government regulations, ministerial decrees or other generally binding normative legal acts.
3. references to days are references to calendar days, unless otherwise stated in these Terms of Service.
4. the terms in particular or inclusive in these Terms of Service mean “in particular, but not exclusively” (whether or not this wording is explicitly stated) and cannot be construed as limiting the possibilities exclusively to the items included in the stated specification.
5. terms defined in these Terms of Service in plural have the same meaning in singular and vice versa.
6. the headings are used in these Terms of Service only for clarity and better orientation and do not affect the interpretation of these Terms of Service.

3.1. According to these Terms of Service:

3.1.1 the Provider undertakes to make available the Application and the Services to the Client using the Platform and upon order of the Client to provide also Other Services to the Client; and

3.1.2 the Client undertakes to take over these Services and to pay the agreed Fee to the Provider.

3.2. The Parties agree to mutually cooperate during the Term of the Contract. The Client acknowledges that the Services and Other Services according to Terms of Service are provided solely on B2B (business-to-business) and not B2C (business-to-consumer) basis.

3.3. The Client also acknowledges that:

3.3.1 the Services will be provided to the Client in the form of SaaS via the internet through cloud computing platform Amazon Web Services (hereinafter referred to as the “AWS“), meaning that the Client integrates the Client Data to the Platform on its own however, the Provider provides the integration wizard to a range of common tools;

3.3.2 the Provider is bound by AWS related terms and conditions and terms and conditions of other Provider´s subcontractors and by accepting these Terms of Service the Client agrees, that some parts of AWS: AWS Service Terms or other subcontractor´s (list of which is available here: https://www.nicereply.com/list-of-processors related terms and conditions may be applicable or binding to the Client (and its Users) or may amend these Terms of Service; the Client acknowledges and agrees that Provider is offering its own Services and is not agent or representative of AWS; and

3.3.3 the Services are provided to the Client on an “as-is” basis with their features described in these Terms of Service or in Contract and the Provider reserves the right, at its sole discretion, to change the number, extent, or nature of such features.

4.1. The Services are provided to the Client through its Account. Client acknowledges that the registration of the Account is a prerequisite for using the Services and access the Platform.

4.2. The Client registers its Account on the Website by completing (itself or through the third party integration) the electronic Registration Form using the Client´s

1. business email,
2. business name and full name of the Client's representative,
3. address of the registered office,
4. selected password.

4.3. Before submitting the Registration Form, the Client shall confirm that

1. it has read the entire content of these Terms of Service in the wording valid and effective on the day of submitting the Registration Form and expressly agrees with all of their provisions,
2. the person completing the Registration Form is allowed and authorized by the Client to act on behalf the Client under these Terms of Service (in particular to register an Account and place Orders),
3. all data in the Registration Form are true, complete, up-to-date and not misleading.

4.4. The Contract between the Client and the Provider is concluded (i.e. is valid and effective) at the moment of completing the registration of the Account. The Contract is concluded only in electronic form and in the English language. Unless otherwise stated in these Terms of Service, the Contract concluded in writing may be amended only by written agreement of the Parties (this also applies to e-mail or other electronic messages).

4.5. The Client agrees to the use of means of distance communication when concluding the Contract and it shall bear all and any costs incurred by the Client as a result of the use of means of distance communication in connection with the conclusion of the Contract or its performance.

4.6. By registering an Account the Client confirms that all data in the Registration Form are true, complete, up-to-date and not misleading and the Client undertakes to

1. notify the Provider about any change of such data prior to such change and to
2. keep itself all data in the Account up-to-date, true, complete and not misleading otherwise the Provider is not liable for any claims that may arise from a breach of this Client's obligation.

4.7. The Provider undertakes to make the Platform and the Services (to a limited extent as specified in Clause 9.1) available to the Client until

1. the end of the Trial Term or
2. the start date of subscribed Services ordered by the Client, whatever comes first.

4.8. The Provider shall have no obligations and makes no warranty with regards to any Client Data uploaded to Platform during a Trial Term. Client Data uploaded to the Platform during the Trial Term and any changes made to the Client Data by or for the Client during the Trial Term may be permanently lost after the end of the Trial Term unless the Client or

1. orders one of the Package of Services, or
2. export the Client Data no later than the last day of the Trial Term.

4.9. The Client acknowledges and agrees that:

4.9.1 the features, tools and functionalities of the Platform may be limited during the Trial Term;

4.9.2 the features, tools and functionalities of the Platform and the Account becomes non-functional and deactive (i.e. archived) for the Client and the Contract terminates automatically after the end of the Trial Term unless the Client orders on the last day of the Trial Term at the latest one of the Package of Services (Survey Responses created during the Trail Term are available but deactive for the Client);

4.9.3 the Account and the Survey Responses will be deleted if the Client does not order any of the Packages of Services within 3 (three) months after the end of Trial Term;

4.9.4 during the Trial Term the Services are provided “as-is” without any warranty, support or indemnification of any kind.

5.1. After the end of the Trial Term the Client may subscribe to the Services by ordering one of the Packages offered by the Provider.

5.2. The Client places an Order for the selected Package of Services by duly completing the electronic Order Form on the Website (itself or through the third party integration), which contains the:

5.2.1 data uploaded in Registration Form; and

5.2.2 billing data such as (i) bank account, (ii) TAX ID (iii) VAT ID.

5.2.3 billing methods, billing period and billing email (if applicable).

5.3. The Order is a binding proposal of the Client for the subscribed Services. The obligation to pay the Fee for the selected Package of Services arises upon the completed Order of the Client for such Services. The Client acknowledges that it will be verified by a Provider in the course of the accounting process.

5.4. By placing an Order the Client confirms that all data in the Order Form are true, complete, up-to-date and not misleading and the Client undertakes to

1. notify the Provider about any change of such data prior to such change and to
2. keep itself all data in the Order Form or in the Account up-to-date, true, complete and not misleading otherwise the Provider is not liable for any claims that may arise from a breach of this Client's obligation.

5.5. The Client may add the Users to the Account in number of accesses as permitted by the selected Package of Services. The User registers into the Account by completing his/her

1. full name and surname,
2. and email address,
3. selected password.

The User may use the Platform and Services within the scope of ordered Package of Services by the Client.

5.6. The Provider shall upon request of the Client provide the Client with Other Services in particular

1. implementation,
2. custom development and change request or
3. consulting services.

Other Services will be provided to the Client upon separate agreement agreed with the Provider.

5.7. The Client acknowledges that any Client's request for custom features, changes, customizations and modifications will be analyzed separately by the Provider per Client's request. If the Provider accepts such a request it will prepare an offer including the fee estimate for such work. The Client acknowledges that any custom features, changes, customization and modifications become an integral part of the Platform and Services and proprietary and Intellectual Property Rights of the Provider (with the exclusive license of the Provider to use them) with the right of other Clients to use them. The Client may use them if it has obtained the right from the Provider.

6.1. The Client acknowledges that as part of the Services provided, the Provider may also provide certain Services aimed at connecting the Client to the services of other providers (such as e-mail provided by providers of messaging platforms).

6.2. The Provider reserves the right to change and modify at its sole discretion and without prior notice to the Client any attributes and resources available to API and API policy available at https://www.nicereply.com/api-policy. The Client acknowledges that such change and modification may adversely affect the use of the Platform and the Services. The Provider shall not be liable for such changes and their impact on the use of the Platform and the Services.

6.3. The Provider provides only integration and not service itself. In such cases the Provider only provides API services for connecting these third-party services to the Services provided by the Provider and is not liable for any of such services of third parties.

6.4. The Client also acknowledges that the Provider may subcontract any of its obligations under these Terms of Service (in particular hosting and maintenance services) even without the Client's prior consent; however the Provider shall remain responsible for the Client performance of the third parties.

6.5. The Provider may also offer its Services through the resellers and other partners however the Client shall always accept these Terms of Service in order to conclude the Contract with the Provider.

7.1. By concluding the Contract the Client hereby grants to the Provider a non-exclusive right to use, store, distribute, copy, reproduce, publish, export, adapt, edit and translate the Client Data (with the exemption of Clients personal data) to the extent reasonably required for the performance and exercise of the Provider's rights and obligations under these Terms of Service. The Client also grants the consent to the Provider to sub-license these rights to its providers.

7.2. By concluding the Contract, the Client hereby also grants to the Provider the permission to use the Client Data for the Provider´s internal purposes, product improvement and business development in an aggregated, anonymized form even after the Term of the Contract. This applies in particular to

1. data in logs,
2. aggregated data and
3. data stored for statistical purposes.

7.3. If the Client provides the Provider with any reports of defects and/or suggests modifications, the Client hereby agrees that the Provider shall have the right to use such reports, including incorporating such reports into the Provider´s Services or other software products, without any obligation to the Client.

7.4. The Client acknowledges and agrees that the Provider shall have the right to track and make reports of the Event based on data and error measurements that the Client makes on the Platform; the Provider shall have the right to use such reports without any obligation to the Client.

7.5. The Client also acknowledges that if the Client suffers damage as a result of Client Data loss, the Provider shall not be liable. The Client shall be responsible and obliged to regularly perform full backups of the Client Data.

8.1. During the Term of Contract, the Client (also Users) may use the Platform and the Services (and also Survey Responses) solely in accordance with these Terms of Service.

8.2. The Client (the Users or any third party authorized by the Client) shall not use the Platform and Services in any way that:

8.3. The Client undertakes to ensure that Client Data and other content uploaded, stored or processed by the Client or the User using the Platform and Services:

8.4. The Client undertakes to prevent any unauthorized access to or use of the Services and undertakes to use reasonable endeavours, including reasonable security measures to ensure that no unauthorized person may gain access to the Platform and Services using an Account. The Client undertakes to notify the Provider about any unauthorized access, use, loss, thief or misuse of the Account access details immediately upon becoming aware of such access or use. The Client is obliged to ensure that Users will also comply with the obligation herein.

9.1. By concluding the Contract, the Client automatically gains free-trial access, i.e. temporary (during the Trial Term), limited, non-exclusive, non-transferable and free of charge right to use and access the Platform and the Services (including Survey Responses) for the Client's internal purposes under conditions and restrictions set in these Terms of Service and Documentation.

9.2. By completing the Order for selected Package of Services, the Provider grants to the Client a non-exclusive and time-limited (during the Term of the Contract), non-transferable right to use the Platform and the Services within the scope of selected Package of Services only for the internal purposes of the Client in according to these Terms of Service.

9.3. The Client acknowledges that the Provider does not grant to the Client any license of any kind, whether by implication or otherwise and the Client is only allowed to use the Platform and the Services as a service. The Provider reserves all rights to Intellectual Property Rights.

9.4. The right to use the Platform and Services under the Clause 9.1 and 9.2 is subject to the following limitations:

9.5. Except to the extent expressly permitted in Terms of Service in particular in the Clause 8. and 9., the Client (neither does any User) promises not to do any of the following or encourage or assist any third party to do any of the following:

9.6 At the same time the Client acknowledges that:

9.7. All photographs, images, graphics, video recordings and video-audio recordings displayed on the Provider's Website are for illustrative purposes only and are not a template or sample determining the quality or method of execution of the Services. Photographs, images, video recordings, video-audio recordings, presentations, logos and registered trademarks of the Provider and other graphic designs contained on the Website belong exclusively to the Provider and are protected by Intellectual Property Rights. Neither the Client nor any User or third parties are entitled to further handle, distribute, process, or use them in any way without the prior consent of the Provider.

9.8. Any breach of the Provider’s Intellectual Property Rights or this Clause or Clause 8 of the Terms of Service (either by the Client, User or third party used by the Client) constitutes the right of the Provider to

1. immediate discontinue the provision of the Services to the Client without any financial compensation for the Client,
2. right of the Provider to an immediate withdrawal from the Contract,
3. damage and costs compensation and indemnification from and all claims (including losses, damages, costs, expenses reasonable legal/attorney's fee and costs) incurred by Provider as a result as specified herein,
4. other legal claims that may result from the nature of such breach.

9.9. The Client acknowledges that upon termination of the Contract, the Client shall lose the right to use the Platform and the Services and the access to the Account. The Client is solely responsible for transferring and downloading all the Client Data from the Platform up to the end of the Contract.

10.1. Upon completing an Order, the Client shall pay to the Provider Fee for the provision of Services and for granting an access to the Platform in the amount corresponding to the price of the Package ordered by the Client.

10.2. The Fee may be charged

1. monthly;
2. annually; and
3. upon the separate agreement of the Parties semi-annually or quarterly.

The Fee and other payments according to these Terms and Conditions will be charged in EUR or in US Dollar.

10.3. The Fee and all amounts stated in or in relation to these Terms of Service are, unless agreed otherwise, exclusive of any applicable VAT and other taxes which will be added (if applicable) to the Fee and to those amounts in accordance with the applicable law.

10.4. The Client is obliged to pay the first Fee to the Provider in advance by Cashless Payment or

1. by credit/debit card through Payment Gateway immediately after completing an Order or
2. by Invoice.

In the event of payment through the Payment Gateway, each subsequent payment of the Fee will be withdrawn automatically according to the charged period selected by the Client for the next charged period until either Party terminates the Contract by one of the methods set out in these Terms of Service.

10.5. In the event of payment by Invoice, the Provider shall deliver to the Client the Invoice for the payment of the Fee approximately 30 (thirty) days in advance of the charged period to which it relates. Unless otherwise agreed by the Parties, the payment due date of such Invoice shall be 14 (fourteen) days from the delivery of the Invoice. The Invoice shall be sent to the e-mail address of the Client in Account. To avoid any doubt, the Invoice shall be deemed to have been delivered on the expiry of 3 (three) working days from the date of the evidenced sending of the Invoice by the Provider to the Client.

10.6. In the event the Provider provides to the Client the Other Services charged based on the time and material spent, such Other Services will be charged and invoiced on the monthly basis based on the report of tracked time spent by the Provider.

10.7. The Invoice shall comply with all legal requirements for its execution, in particular it shall contain all the requisites of an accounting tax document.

10.8. According to the Section 71 (1) (b) of the Act on VAT, the Client hereby grants a consent and authorization to the Provider to issue an Invoices under these Terms of Service and Contract by means of invoice issued exclusively in electronic form and by sending it in PDF format to the email address of the Client registered in the Account. Such Invoice shall be deemed to be a tax document according to Section 71 (1)(a) and (b) of Act on VAT and submission and delivery of a bill for rendered Services under these Terms of Service.

10.9. The Client hereby declares to have an exclusive access to the electronic email address to which the electronic Invoices will be sent and acknowledges that the Provider shall not be liable for any breach or damage occurred due to

1. unauthorized access and leakage of information and trade secrets from mailbox linked with email address to which the electronic Invoice will be sent,
2. theft, misuse, damage of the devices used by the Client.

10.10. The Client undertakes to notify the Provider in advance about any change of the email address to which the electronic Invoices will be sent or about other information that may affect the electronic invoicing.

10.11. In the event the Client needs an Invoice in the paper form it shall contact the Provider on: contact@nicereply.com. The Client may withdraw its consent with electronic invoicing in writing at any time by sending it to the Provider in a manner as specified in these Terms of Service.

10.12. The moment of payment of the corresponding Fee is the moment of crediting the full amount of Fee to the Provider's Bank Account. In case the Fee or any part thereof is not duly paid by the Client when due, such Fee shall be subject to a late payment interest of 0.05 % per day until such Fee is fully paid to the Provider along with this late payment charge.

10.13. The Client acknowledges and agrees that the Provider may reassess and increase the Fee and any charges for the Services and Other Services due to the

1. changes in the market situation,
2. increased costs or fees of the Provider or third parties or
3. inflation.

Such increase shall be effective and implemented by the Provider with a 30 (thirty) days prior notice period. If the Client does not agree with such price increase, it may withdraw from the Contract with immediate effect by written notice sent to the Provider according to Clause 14.4.3 of these Terms of Service.

10.14. The Client acknowledges and agrees, that the Fee and other payments according to these Terms of Service and the Contract may be increased annually, always on the 1th of January of the relevant year of the Term, by the positive annual average inflation rate measured by the Harmonised Index of Consumer Prices (HICP) published by Eurostat for the whole of the European Union in relation to the month of November of the preceding calendar year, as a 12-month average. The Provider shall inform the Client of the increase in writing.

10.15. The Provider may, at its sole discretion, provide a discount of the Fee, a discounted offer, or a promo code for the Services. The Client acknowledges that it is not legally entitled to claim such discount Fee, discounted officer or promo codes.

11.1. Processing of personal data as defined by Data Protection Laws by the Provider on behalf of the Client in relation to the provision of Services under the Contract shall be regulated by the data processing addendum, which forms an inseparable part of the Contract and Terms of Service. For avoidance of any doubt the Client and the Provider agree that by entering into the Contract, the Parties also accept and conclude the data processing addendum.

11.2. The Client acknowledges that the Provider may process certain Client Data, including personal data, as a data controller for its own purposes. In such cases the Provider’s Privacy Statement for Customers shall apply and the Provider will process such Client Data in compliance with the requirements of Data Protection Laws.

12.1. The Client acknowledges that to the maximum permitted by law, the Platform and Services are provided to Client “as is” and are never wholly free from defects and errors.

12.2. The Provider to the maximum permitted by law, does not make any warranties, claims or representations and expressly disclaims all such warranties of any kind, whether express, implied or statutory, with respect to the Platform and Services in particular warranties or conditions of quality, performance, non-infringement, merchantability, or fitness for use for a particular purpose. Provider further does not represent or warrant that the Account, Platform and Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete and error-free or will operate without packet loss.

12.3. For the avoidance of doubt, the Provider does not provide any warranty neither for the access to the Services, nor for the Services themselves to the Client within the meaning of Section 429 et seq. of the Commercial Code.

12.4. The Provider will make its best effort to

1. make the Platform and Services accessible without any restrictions,
2. ensure that the Platform and Services are in a good technical quality without defects and updated during the Term of the Contract,
3. operate the technical infrastructure in a way to minimize the outages,
4. rectify the defects and errors of the Platform and Services according their severity,
5. ensure the security of Client Data stored in the Platform and in the Account.

12.5. The Client acknowledges that, the Provider is not specifically liable for:

12.6. The Provider is liable for damage caused to the Client only if it was caused intentionally or by gross negligence excluding (to the maximum permitted by law) (i) loss of profit, revenue or income, (ii) special, indirect or consequential loss or damage. The aggregate liability of the Provider to the Client under these Terms of Service, including under the data processing addendum, shall not exceed the total Fee paid and payable by the Client to the Provider under the Contract in the 12 (twelve) months period preceding the commencement of the event or events.

12.7. The Client is liable for damage caused to the Provider due to the breach of these Terms of Service, Contract and applicable law by the Client, User or any third party used by the Client. For the avoidance of doubt this also includes all and any damages, liability, loss, costs and expenses (including reasonable legal/attorney's fees and costs) which have arisen to the Provider if any third party brings a claim against the Provider in connection with, or arising out of

1. the Client´s (or Users or used third party´s) breach of the Terms of Service, Contract and associated Provider´s documentation,
2. Client´s (or Users or used third party´s) breach of any applicable law of regulation,
3. Client´s (or Users or used third party´s) infringement or violation of the rights of any third parties (including personal rights, intellectual property rights, know how trade secrets etc.),
4. Client´s (or Users or used third party´s) usage of the Services and the Client shall indemnify, defend and hold harmless Provider from and against any and all of claims as specified herein.

13.1. The Parties are obliged to maintain the confidentiality of Confidential Information, which they may use exclusively for the purpose of fulfilling their obligations under these Terms of Service and the Contract and may not disclose, provide and make available to third parties or use it for themselves or for other persons contrary to the purpose for which it was provided. The obligation of confidentiality lasts even after the Term of the Contract, for a period of five (5) years from the date of its termination.

13.2. The Parties agree that Confidential Information is information that:

13.3. The Parties are obliged to take appropriate measures to prevent the leakage, provision or disclosure of Confidential Information to third parties.

13.4. Upon the Term of the Contract and unless otherwise stated in these Terms of Service, the Party is obliged to immediately return to the other Party all documents, materials and their content received in connection with the performance of their obligations under these Terms of Service or the Contract, or to destroy them if it is not possible to return them.

13.5. The provisions of Section 13.1 of these Terms of Service shall not apply:

14.1. Exempt as stated in Clause 4.9.2 hereof, the Contract shall continue in force indefinitely, subject to termination in accordance with this Clause or any other provisions of these Terms of Service.

14.2. This Contract may be terminated:

14.3. Either Party may terminate (in Slovak “vypovedať”) the Contract anytime without any reason by giving to the other party prior written notice of termination. The Client may terminate the Contract by prior written notice sent to the Provider´s email: contact@nicereply.com with that the Contract terminates or

1. after 30 (thirty) days after the delivery of such notice to the Provider, or
2. upon Client's request on a later day specified by Client in such notice, or
3. upon Client's request at the end of the subscribed period of the Package.

The Provider may terminate the Contract by prior written notice sent to the Client's email address in Account with that the Contract terminates after 30 (thirty) days after the delivery of such notice to the Client.

14.4. The Client may withdraw (in Slovak “odstúpiť”) from the Contract immediately by giving written notice of withdrawal to the Provider if:

14.5. The Provider may withdraw (in Slovak “odstúpiť”) from the Contract immediately by giving written notice of withdrawal to the Client if:

14.6. The withdrawal notice according to Clause 14.4 and 14.5 shall be effective on the first day following the date of its delivery to the other party.

14.7. Termination of the Contract does not terminate the rights, obligations and claims of the Parties, which, according to the Contract, Terms of Service and/or relevant legislation, should last even after the Term of the Contract.

14.8. The Client acknowledges that upon termination of the Contract for any reason, the Client's Account will be deactivated and Client (and all its Users) lose the right to use the Platform and Services and also lose the access to the Account and Platform.

14.9. The Client acknowledges that the Provider reserves the right to temporarily suspend with immediate effect the Client's access to the Account at any time in Provider´s sole discretion even without the notice incurring liability of any kind in the event that the Client violates these Terms of Service in particular if the Client (or User):

14.10. The Parties agreed that within 30 (thirty) days following the termination of the Contract for whatever reason:

14.11. The Client acknowledges that the Survey Responses are available to Client even after the Term of the Contract within 90 (ninety) days after Term of the Contract.

15.1. Any act to be performed in writing under these Terms of Service and the Contract must be delivered to the address of the Party specified in these Terms of Services or in the Contract either

1. by registered mail or
2. by email.

15.2. By concluding the Contract and accepting these Terms of Service, the Client acknowledges and agrees that the Provider may sent the communications or data regarding these Terms of Service, Contract, Platform, Account and the Services in particular any notices about the Client's use of the Platform, Services and Account, about the Contract, including any notices concerning violations of use and updates or termination of the Contract via email.

15.3. Unless the Client opt-out by sending an email to contact@nicereply.com, Client by accepting these Terms of Service agrees and grants to the Provider the right to use the Client's logo and business name (potentially the feedback) for the purpose of reference and promotion of the Provider´s Services on the Website and in marketing and promotional materials.

15.4. Notice is considered as delivered on the day:

15.5. If more than one day can be demonstrably considered to be the day of delivery, according to the above rules, the day of delivery is the earlier day.

16.1. Any disputes between the Parties arising out of or in connection with the performance of rights and obligations under these Terms of Service or the Contract shall be resolved by the Parties without undue delay amicably by mutual negotiations and agreement. If such a dispute fails to be resolved amicably within 30 (thirty) days from the date of its occurrence, either Party is entitled to file a motion to have the dispute resolved by the locally and materially competent district court in Slovak Republic which shall have an exclusive jurisdiction to adjudicate all and any disputes (concerning claims) arising under or in connection with these Terms of Service and the Contract. The Parties agree that such disputes shall be subject to the jurisdiction of such courts.

16.2. The Parties mutually agreed that mutual relationships based on these Terms of Service and the Contract (as well as their interpretation and claims arising out of it) shall be governed and construed in accordance with the law of the Slovak Republic.

17.1. In the event that the Client is accessing the Platform without a separately concluded Contract with Provider, these Terms of Service shall govern such access and usage of Platform.

17.2. The Provider, in its sole discretion, reserves the right to perform any necessary updates, unscheduled deployments of changes, updates or enhancements to the Platform or Services at any time. The Provider may also, in its sole discretion add, amend or remove the features and functionalities in the Packages of the Services and may stop or suspend in whole or partially providing the Services in the future.

17.3. The Provider also reserves the right, in its sole discretion, to change, amend or revise these Terms of Service and upload the most current version on the Website. Any changes will be effective upon uploading the revised version on the Website (or later effective date may be indicated in the revised Terms of Service). The Provider will notify the Client of any changes via the Platform and/or by email to the Client's email address in the Account 5 (five) days before such changes become effective at the latest. If the Client does not agree with such changes or amendments of the Terms of Service, it may withdraw the Contract with immediate effect by written notice sent to the Provider according to the Clause 14.4.3 of these Terms of Service.

17.4. Unless expressly stated otherwise in these Terms of Service, or if the Parties do not agree in writing, no obligation of the Parties arising from these Terms of Service and the Contract shall be considered a fixed obligation in accordance with Article 518 of the Civil Code. No breach of any provision of these Terms of Service shall be waived except with the express written consent of the Party not in breach.

17.5. The Client may not without the prior written consent of the Provider assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations in whole or in part under these Terms of Service and the Contract (not to be unreasonably withheld). Notwithstanding anything herein stated the Client may assign their rights and obligations hereunder in its entirety, without consent of the Provider, to its affiliate or in connection with the sale, merger or other corporate combination involving all or substantially all of the assets of the Client to a third party provided that the Client provides written notice to the Provider, and the Client expressly assumes in writing all of the Client's obligations and liabilities hereunder.

17.6. The Client is not entitled to unilaterally set-off any of their receivables against the receivables of the Provider arising from these Terms of Service or the Contrat.

17.7. The Provider is entitled to provide the Service on the basis of a trade license. Trade licensing inspection is carried out within its competence by the relevant district office, trade licensing department. Supervision over the area of personal data protection is performed by the Office for Personal Data Protection of the Slovak Republic.

17.8. The Contract, including the Terms of Service, is archived by the Provider in electronic form and is not available. At the Client's request, the Provider will provide the Client with a version of the Terms of Service valid and effective as of the date of conclusion of the Contract.

17.9. Any of the provisions of these Terms of Service which are held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, shall be in such extent of invalidity and unenforceability considered as severable and will be looked upon as if deleted from these Terms of Service while the rest of the provisions of these Terms of Service shall otherwise remain unchanged, thus in full force and effect. The Provider undertakes to replace the invalid or unenforceable provisions by provisions which most closely reflect their meaning and purpose.

17.10. These Terms of Service shall insure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. Except for the obligation to make payments, performance under these Terms of Service shall be postponed automatically to the extent that either Party is prevented from meeting its obligations by causes beyond its reasonable control, including labor and government authorities.