These Terms of Service, issued by Kentico Software CZ s.r.o. with its registered office in Brno, Nové sady 996/25, zip code 602 00, Czech Republic, Company Identification Number 039 02 803, incorporated in the Companies Register kept by the Regional Court in Brno, file ref. C 46072 (the “Provider”), provide for the rules on the use of the service Kentico Cloud Service, a cloud-based content management platform with publication services (the “Service”).

Introductory Provisions

The Service

Up-to-date detailed specification of the Service and its functions (the “Service Specification”) is available online:

From time to time, at the sole discretion of the Provider, any feature of the Service may be changed, including inter alia modifying current functions, adding new functions, and even canceling current functions. The Provider will endeavor to avoid changes that are incompatible with the Customer’s current use of the Service, especially canceling current functions without a substitute. If, despite the previous sentence, any such change becomes necessary, the Provider shall notify the Customer about such change in advance, if possible.

Subscription Plans

The Service is available in various subscription plans (the “Subscription Plans”) specified in the Pricelist available online at https://kenticocloud.com/pricing (the “Pricelist”). 

The extent of the provided Service, as well as other features of the Service, depends on the chosen Subscription Plan. The limitations to the Subscription Plans are specified in the Pricelist, together with a description of other aspects of the Subscription Plans.

The section “Common Provisions” hereof applies to all Subscription Plans. The section “Specific Provisions” provides for the terms of specific features of the Service, which apply only in the case where such feature is included in the Service Subscription (as defined below) according to the Pricelist or agreed upon.

The Parties may agree on a custom Service Subscription based on any existing Subscription Plan. The specificities of the custom Service Subscription, including its term, will be agreed upon in the Kentico Cloud Quote (as defined below), or otherwise in writing. In the case where the custom Service Subscription is provided for a definite time period, after this period lapses, the Service Subscription continues according to the Subscription Plan, on which the custom Service Subscription was based, unless otherwise agreed.

Conclusion of the Agreement

In order to use the Service, the Customer needs to register on the Provider’s website to create his/her user account, which the Customer will later use to access the Service.

Using the user account, the Customer can order a Service Subscription (the “Service Subscription”) based on any Subscription Plan. To order the Service Subscription, the Customer needs to review and accept these Terms of Service by clicking on the “I accept” button or use other similar mechanism provided. 

In the case where the Customer orders a Service Subscription based on a Subscription Plan with a monthly billing method, the agreement on provision of the Service under the ordered Service Subscription (the “Agreement”) between the Provider and the Customer (together the “Parties”) is concluded when the Customer completes the order of the Service Subscription and accepts these Terms of Service. The Service under the ordered Service Subscription will be provided as soon as possible thereafter.

In the case where the Customer orders a Service Subscription based on a Subscription Plan with a pre-paid billing method, the Customer will be offered a Kentico Cloud Quote draft, specifying limitations of the Service and other aspects of the Service (the “Kentico Cloud Quote”) based on the Customer’s requirements. By acceptance of the Kentico Cloud Quote draft by the Customer, the Agreement is concluded between the Parties. The Service under the ordered Service Subscription will be provided from the Service Start Date agreed upon by the Parties in the Kentico Cloud Quote.

The terms of the Agreement are provided in these Terms of Service and other documents referred to in these Terms of Service.

For the avoidance of doubt, it is possible to order several Service Subscriptions (while entering into several Agreements) from one user account.

The Customer must be of legal age (in case he is a natural person) and otherwise eligible to enter into the Agreement or to use the Service. If any third person acts on behalf of the Customer while entering into the Agreement, the person must be entitled to do so. 

User Accounts

Access to the Service is possible only via accounts. There are two basic types of accounts:

  • admin accounts and
  • user accounts.

Admin accounts enable its users to access the Service Subscription and use the Service as well as to make any changes to the Service Subscription, including its upgrade/downgrade or termination. Further, via admin accounts, other user accounts or admin accounts for other users may be created (via any admin account, a user account may be changed to an admin account and vice versa). Since users of admin accounts may make substantial changes to the Service Subscriptions, these accounts may be created solely for the Customer’s authorized persons.

User accounts enable its users to access the Service Subscription and use the Service. Under the conditions specified in the Pricelist and the Service Specification, user accounts may be customized as regards roles of the users and their authorization.

The first account, which the Customer used to order the Service Subscription, is considered as an admin account for the purpose of the ordered Service Subscription, until changed by the Customer. 

The Customer is responsible for maintaining the security and confidentiality of all the accounts allowed to use the Service Subscription, including all passwords and accounts’ details used to access the Service Subscription. The Customer is responsible for all use of the accounts, including use of the accounts by others.

Common Provisions

Use of the Service

The Customer may use the Service solely for collecting, organizing, managing and collaborating on content or tracking customer data, behavior and providing a personalized experience. The Customer may not use the Service beyond the limitations described in this Terms of Service, the Service Specification, the Pricelist, and the Kentico Cloud Quote (if applicable).

The Customer may use one Service Subscription for any number of projects, subject only to the limitations described in this Terms of Service, the Service Specification, the Pricelist, and the Kentico Cloud Quote (if applicable).

A single Service Subscription can be used only by the Customer for its own projects, by the Customer’s subsidiaries for their own projects, and by the Customer’s implementation provider for the Customer’s or Customer’s subsidiaries’ projects. For the purposes of this provision, a “subsidiary” means any other entity in which the Customer owns at least 50% of the outstanding equity interests or shares. Any act or omission by a subsidiary or an implementation provider shall be deemed the act or omission of the Customer for all purposes of the Agreement and the Customer shall be liable therefor in the same manner as if such act or omission were the act or omission of the Customer.

The Customer shall not be entitled to make or obtain otherwise a physical copy of the Service (i.e., the respective software), either in binary or source code, unless the obtaining of a temporary copy ensues from the technological process of remote access to the Service.

The Customer shall not use the Service for:

  • unlawful activities, such as child pornography, gambling, crime, copyright infringement, trademark rights infringement, and/or a breach of other intellectual property laws
  • providing or enabling access to the Service to any person from a country on which an embargo has been imposed
  • making threats, stalking, defamation, fraud, humiliation, bullying, or intimidation aimed at any person for any reason whatsoever
  • invasion of any person’s privacy by unlawful attempts at obtaining, gathering, storing, or publishing of the person’s private information or attributable personal information such as passwords, account information, credit card numbers, addresses, or other contact information without such person’s knowledge and consent
  • deliberately abusing minors or their interests or gathering attributable personal information about any minor.

The Customer shall not use the Service in a manner that could cause harm to the Service or affect its use by other parties, including but not limited to:

  • any attempts at gaining unauthorized access to the Service, actions preventing other authorized persons' access to the Service, or enabling/permitting third parties to access or use the Service under the Customer’s name
  • misusing the Service for attempts at gaining unauthorized access to any other services, data, accounts, or networks by any means
  • accessing or using the Service through any automated processes or services unless the procedure of the automated access is described in the Service Specification, such as robots, search modules, or a regular download of the information stored with the Provider, or other third parties, in the cache
  • using the Service to dispatch, disseminate, or deliver any unsolicited mass or promotional emails (i.e., spam)
  • using the API of the Service in any way other than the use described in the Service Specification 
  • transmitting viruses, worms, Trojan horses, or anything which may prevent, impair, or adversely affect the operation of the Service.

The Customer is responsible for complying with all applicable laws and regulations of the country from where it uses the Service and shall ensure it has all necessary permission and consent in place in relation to its use of the Service.

The Service comes with certain FUP limitations on usage of the Service, listed in the Service Specification, the Pricelist, or the Kentico Cloud Quote. If the Customer’s service usage exceeds the limitations for several months, the Provider is entitled to take corrective action, including, but not limited to, throttling the Service API, temporarily suspending the Service, or —when other options are unavailable—terminating the Service Subscription.

The Provider reserves the right to reject the Customer’s usage of the Service for serious reasons, especially if the Customer uses the Service contrary to this section hereof.

Service Availability

Unless a Service Level Agreement according to the section “Service Level Agreement (guaranteed Service Availability)” hereof is provided, the following applies.

Subject to the Provider’s rights to postpone provision of the Service according to the Agreement, the Provider will use commercially reasonable endeavors to ensure that the Service is available at all times.

The Provider will use commercially reasonable endeavors to announce any downtime caused by maintenance at least 10 days in advance on the Status page (https://status.kenticocloud.com/) and keep its total duration below two hours per month.

Support Services

The Provider shall provide the Customer with Support Services. The level of the Support Services is specified in the Pricelist, the Service Specification, and the Kentico Cloud Quote (if applicable) and depends on the Subscription Plan.

The Customer shall fully cooperate with the Provider when receiving the Support Services.

Content

The Customer is solely responsible for all the content it enters, uploads, or distributes in using the Service (the “Content”), and, as between the Parties, the Customer retains all right, title, and interest to any intellectual property rights to this Content.

If any of the Customer’s Content is lost or damaged within the Service, the Provider will exert reasonable effort to help the Customer to restore the Content from a backup, if a backup is available, which shall be the Customer’s sole and exclusive remedy for lost or damaged Content. The Provider shall not be responsible for any loss, damage, or disclosure of the Content.

Any Content entered or uploaded into the Service will be stored and made available to the Customer upon written request for 30 days following the termination of the Service Subscription. After the expiration of the 30-day period, the Content will be irrecoverably deleted. This obligation shall not be affected by termination of the Agreement.

Personal Data Processing

As a result of providing the Service and fulfilling other obligations under the Agreement, the Provider may process, on the Customer’s behalf, personal data (as defined in the General Data Protection Regulation [Regulation (EU) 2016/679] [“GDPR”]) which the Customer will enter, upload, or distribute in using the Service (“Personal Data”).

If the Provider processes any Personal Data on the Customer’s behalf when performing its obligations under the Agreement, the Customer is the data controller and the Provider is the data processor (eventually the Customer is the data processor and the Provider is the sub-processor) for the purposes of the GDPR, or any successor legislation to the GDPR (“Data Protection Legislation”) (where data controller and data processor have the meanings as defined in the Data Protection Legislation). The Customer hereby authorizes the Provider to process the Personal Data according to the conditions stipulated in this section hereof.

The Provider may process any Personal Data of any data subjects (e.g., Customer’s customers, partners, or employees) which the Customer will enter, upload, or distribute in using the Service. The nature and purpose of processing the Personal Data follows from the Agreement and includes, without limitation, storage of the Personal Data using the cloud computing service and access, gathering, storing, using, sorting or combining, blocking, and disposal of the Personal Data by the Provider’s personnel to the extent necessary for the provision of the Service according to the Agreement. The Provider shall process the Personal Data solely for the purposes of fulfilling its obligations under the Agreement.

The Personal Data may be transferred or stored outside the European Union or the country where the Customer and the users of the Accounts are located in order to carry out the Service and the Provider’s other obligations under the Agreement. Such transfer will be carried out in compliance with the Data Protection Legislation.

The Customer shall fulfill all obligations arising out of his role as a data controller according to the Data Protection Legislation, or, in the case where the Customer is a data processor, fulfill all obligations arising out of his role as a data processor and ensure that the data controller fulfills all obligations arising out of his role as a data controller. The Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of the Agreement so that the Provider may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the Customer’s behalf.

In relation to any Personal Data processed in connection with the performance of the Provider’s obligations under the Agreement, the Provider shall:

a. process the Personal Data only for the purposes of fulfilling its obligations under the Agreement and on the documented instructions of the Customer issued in accordance with the Agreement unless the Provider is required by the laws of any member state of the European Union or by the laws of the European Union applicable to the Provider to process personal data (“Applicable Laws”). Where the Provider is relying on Applicable Laws as the basis for processing of the Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Applicable Laws, unless those Applicable Laws prohibit the Provider from so notifying the Customer. The Customer shall give instructions to the Provider regarding processing of the Personal Data mainly through its use of the Service, by email, by placing support requests, or the instructions may follow directly from the Agreement. The Provider shall notify the Customer in case, in the Provider’s opinion, any of the Customer’s instruction violates the Data Protection Legislation or other data protection legislation of a relevant member state of the European Union;

b. taking into account the nature of the processing, upon the Customer’s written request, assist the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR;

c. upon the Customer’s written request, assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR (e.g., security, breach notifications, impact assessments) taking into account the nature of processing and the information available to the Provider;

d. notify the Customer without undue delay on becoming aware of a personal data breach;

e. maintain complete and accurate records and information to demonstrate his compliance with this section hereof;

f. ensure that his personnel authorized to process the Personal Data are subject to contractual or statutory obligation of confidentiality; 

g. upon the Customer’s written request, provide the Customer with all information necessary to prove compliance with this section hereof, and

h. upon the Customer’s written request, enable audits, including inspections, carried out by an independent auditor authorized by the Customer and assist with these audits. The Customer needs to notify to the Provider the intention to carry out the audit and identity of the authorized auditor in advance and enable the Provider to raise objections against the identity of the authorized auditor. The audit will be carried out in time adequate to the extent of the audit and capacities of the Provider, agreed upon by the Parties. Prior to the audit, the authorized auditor shall enter into a non-disclosure agreement with the Provider or prove that he is subject to a statutory obligation of confidentiality.

Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing of the Personal Data as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, each Party shall implement appropriate technical and organizational measures to ensure a level of security of the Personal Data appropriate to the risk.

In the case where the Provider provides the Customer with any assistance or cooperation according to this section of the Agreement (especially pursuant to letters b, c, g, or h above), the Customer shall pay to the Provider corresponding charges according to the Kentico price list valid at the time of the respective activity, upon the Provider’s request.

The Provider shall process the Personal Data under the Agreement for the duration of storage of the data in the Service, or, at the latest, until the termination of the Agreement. After the termination of the Agreement, the Parties shall proceed according to the section “Content” hereof.

The Customer consents to the Provider appointing third-party processors of Personal Data under the Agreement including but not limited to Microsoft Corporation, eventually including its subcontractors, and affiliated companies of the Provider. The Provider confirms that it has entered or will enter with the third-party processors into written agreements imposing on the third-party processors the appropriate data protection obligations under the Data Protection Legislation. In the case where the Provider appoints any third-party processor, he/she shall proceed in accordance with sec. 28 (2 and 4) of the GDPR. In the case where any third-party processor is seated outside the European Union, the Provider shall ensure any Personal Data will be transferred to such processor in accordance with the Data Protection Legislation, especially to provide appropriate safeguards in relation to the transfer. As between the Customer and the Provider, the Provider shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this section hereof.

The Provider uses the Microsoft Corporation as a cloud computing services provider (“Microsoft Azure Services”). Therefore, any data entered, uploaded, or distributed in using the Service will be processed by the Microsoft Corporation or its subcontractors (a list of the subcontractors is available at https://aka.ms/Online_Serv_Subcontractor_List) using Microsoft Azure Services. By entering into the Agreement, the Customer agrees with the above-mentioned means of processing the data when using the Service.

Microsoft Azure Services are provided under the licensing terms of Microsoft Corporation, namely, but not limited to, the Online Services Terms (OST) available at https://www.microsoft.com/en-us/Licensing/product-licensing/products.aspx (“Microsoft Licensing Terms”). When providing the Service to the Customer, the Provider is bound by the obligations specified in this section hereof to the extent the Microsoft Corporation is bound by the Microsoft Licensing Terms when providing Microsoft Azure Services to the Provider. In the case of any change in such terms, the Provider’s obligations to the Customer shall be changed accordingly to correspond to the amended Microsoft Licensing Terms, in which case, the Parties will proceed in accordance with the section “Changes” hereof.

The Provider reserves the right to change unilaterally the cloud computing services provider, replace any other third-party processor of the Personal Data or engage a new one, in which case, the section “Changes” hereof will apply accordingly. In such a case, the Provider will ensure the level of data protection under the new cloud computing services will be commensurate with Microsoft Azure Services.

Privacy Policy

The Provider may process personal data of the Customer (in case he is a natural person) and personal data of persons on behalf of the Customer in connection with the performance of the Agreement. The Provider will process such personal data for the sole purpose of performing the Agreement. Detailed information on how the Provider will process such personal data is provided in the Provider’s Privacy Policy (available online, at https://kenticocloud.com/privacy).

The Customer is obliged to ensure that the personal data specified in the previous paragraph is handed over to the Provider in accordance with the Data Protection Legislation and that the respective data subjects are informed that their personal data is handed over to the Provider and for what purpose.

Intellectual Property

The Service, including, but not limited to, logos, graphics, trademarks, service marks, technology, whether patentable or unpatentable, copyrights, trade secrets, know-how, documentation, text, software, etc., is the Provider’s intellectual property, which is owned by, or validly licensed to, the Provider. The use of the Service grants the Customer no right or license to reproduce or otherwise use such intellectual property, except to the extent necessary for the Customer’s use of the Service under the terms of the Agreement.

Except to the extent necessary for the Customer’s use of the Service under the terms of the Agreement, the Customer is not permitted to copy, modify, republish, download, display, or distribute all or any part of the Provider’s software or documentation. Nor is he/she permitted to reverse compile, disassemble, or reverse engineer such software or make use of such software or documentation to build a product or service that competes with the Service.

Third-Party Software

The Service contains computer programs and computer graphics that are made by a third party and are subject to third-party rights (the “Third-Party Software”). The Third-Party Software is governed by the licensing terms of the relevant third parties. A list of Third-Party Software is included in the Service Specification. The Provider may amend this list at any time. The Provider declares that, to his knowledge, the Service does not violate any such third-party rights.

Liability

The Service is not suitable for use in operating environments susceptible to large-scale or serious damage and defects in the Service may appear during the use of the Service.

The Customer shall use its best efforts to prevent any damage to Customer or its content, systems, documents, etc., caused due to defects in the Service (e.g., by a complex check of Service functionality before use). The Customer shall ensure that its network and systems comply with the relevant specifications provided by the Provider from time to time. The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Provider’s data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the Internet.

The Provider bears no liability for the functionality of the Customer’s data network, public data networks, hardware and software running on it, and the backing up of the data.

Except as expressly and specifically provided in the Agreement:

a. the Customer assumes sole responsibility for results obtained from the use of the Service by the Customer, and for conclusions drawn from such use. The Provider shall have no liability for any damage caused by errors or omissions in any information, instructions, or scripts provided to the Provider by the Customer in connection with the Service, or any actions taken by the Provider at the Customer's direction;

b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement.

The Service is provided to the Customer on an “as is” basis.

The Parties agree that the Provider’s liability for damages, including the loss of profits, that may arise for the Customer due to a breach of the Provider’s obligations hereunder, or due to defects in the Service, shall be limited to the maximum cumulative amount of US $10. The Provider shall in no case be liable for any damages exceeding this limit. The limitation above does not extend to damage caused by the Provider to a natural person, to his/her natural rights or caused intentionally or through gross negligence.

Jurisdiction

The Agreement, as well as rights and obligations arising from or in connection with it, shall be governed by the laws of the Czech Republic, mainly by the Copyright Act and the Civil Code. 

Each Party irrevocably agrees that the courts of the Czech Republic in Brno shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).

Severability

If any part of the Agreement is found to be invalid under any applicable statute or rule of law, then the Agreement shall remain in full force and effect. Further, when possible, a court shall give effect to the intention of the invalid provision to the fullest extent possible within the law.

Full Agreement

The Agreement represents full and complete agreement of the Parties and replaces all prior agreements or understandings. For the avoidance of doubt, the Parties explicitly agree that for the purposes of provision and use of the Service under the Agreement, no terms published on the Provider’s website are binding, unless expressly referred to in the Agreement.

For the avoidance of any doubt, in the case where the Parties have entered or enter into a separate written agreement on provision of the Service, such agreement prevails.

Assignment

The Agreement and its rights and obligations may not be transferred, assigned, or delegated in any manner by the Customer without the Provider’s prior agreement.

For the avoidance of any doubt, the previous paragraph applies also to any transfer, assignment, or delegation of the Service Subscription.

Changes

The Agreement and Provider’s policies may be changed, reasonably, at any time by the Provider. Posting the changes on the Provider’s website, which the Customer uses in order to access the Service, shall be considered sufficient notice of such changes. If the Customer does not agree with the changes, he/she is entitled to terminate the Agreement by written notice served to the Provider within 10 days of the posting of the change on the Provider’s website. In that case, the Agreement terminates at the time agreed upon by the Parties or, at the latest, 14 days after the Provider was served with the termination notice. For the avoidance of any doubt, the Customer is obliged to pay a proportional share of the fees for using the Service. Continued usage of the Service after the 10-day period to serve the notice constitutes the Customer’s acceptance of such change.

Specific Provisions

Billing

Monthly Billing Method 

In the case where the Service Subscription is based on a monthly billing method, the following provisions apply.

The price of the Service consists of a monthly subscription fee, additional charges, and price of provided Additional Services, and is specified in the Pricelist.

For every Monthly Period during which the Service is provided, the Customer shall pay the Provider a monthly subscription fee (the “Subscription Fee”), unless the Service Subscription is provided free of Subscription Fee. The Subscription Fees are posted in the Pricelist and depend on the respective Subscription Plan. 

A Subscription Plan might come with monthly or cumulative limitations, specifying the amount/extent of units covered by the Subscription Fee. The limitations are listed in the Pricelist. The monthly quotas are reset to zero on the first day of every Monthly Period. The cumulative quotas listed in the Pricelist are imposed to ensure the uninterrupted functioning of the shared service infrastructure and can be reset only when Service Subscription users delete individual items. 

If the Customer requires a higher limit for his Service Subscription, he/she should consider upgrading to a higher Subscription Plan, which might come with higher limits or with the possibility to purchase custom limits for the Service Subscription. If the Customer’s service usage reaches the limits of the Service Subscription or Fair Use Policy, the Provider reserves the right to contact the Customer about upgrading the Service Subscription.

If the Customer exceeds the amount/extent of units of the Service included in the Subscription Fee, the Provider is entitled to additional charges based on the unit prices of additional units as specified in the Pricelist and the amount of the additional units used by the Customer (the “Additional Charges”). 

Price for Support Services specified in the section “Common Provisions” hereof is included in the Subscription Fee.

If the Customer requests provision of Additional Services according to the section “Additional Services” hereof, he/she shall pay the price for the provided Additional Services specified in the Pricelist or agreed upon by the Parties. 

The Subscription Fee together with the price of provided Additional Services and Additional Charges, if applicable, is payable in retrospect for the previous Monthly Period by credit card (or similar card), PayPal, or Amazon via a trusted third-party payment provider. The Provider reserves the right to disable any of the payment methods.

For the purposes of this part of the Agreement, a Monthly Period has the following meaning. The first Monthly Period starts at 00:00 UTC on the date of the provision of the Service Subscription and ends at 24:00 UTC on the day preceding the day in the following calendar month with the same calendar number as the date of the provision of the Service Subscription (e.g., 00:00 UTC, January 15 – 24:00 UTC, February 14). In the case where in the following calendar month there is no day with the same calendar number as the date of the provision of the Service Subscription, the first Monthly Period ends at 24:00 UTC on the last day of the following calendar month (e.g., 00:00 UTC, January 30 – 24:00 UTC, February 28). The following Monthly Period shall always start at 00:00 UTC on the day following the end of the previous Monthly Period and ends on the day preceding the day in the following calendar month with the same calendar number as the first day of the respective Monthly Period.

Pre-paid Billing Method

In the case where the Service Subscription is based on a pre-paid billing method, the following provisions apply.

The price of the Service consists of a base price, additional charges, and price of provided Additional Services, and is specified in the Kentico Cloud Quote.

The base price of the Service covers the amount/extent of the units of the Service specified in the Kentico Cloud Quote (the “Base Price”). If the Customer, during any Monthly Period, exceeds the amount/extent of units of the Service included in the Base Price, it shall pay additional charges based on the unit prices of additional units as specified in the Kentico Cloud Quote and the amount of the additional units used during the given Monthly Period by the Customer (the “Additional Charges”). If the Customer requests provision of Additional Services according to the section “Additional Services” hereof, he/she shall pay the price for the provided Additional Services, specified in the Kentico Cloud Quote, or otherwise agreed upon by the Parties. Price for Support Services specified in the section “Common Provisions” hereof is included in the Base Price.

The Customer shall pay to the Provider an advance (the “Advance”) amounting, at least, to the aggregate of Base Price for the whole Billing Period and expected price of Additional Services, specified in the Kentico Cloud Quote (the “Billing Period”) within 30 days of the Service Start Date specified in the Kentico Cloud Quote (the “Service Start Date”). The Advance shall be paid on the basis of an invoice issued by the Provider.

In the event the term of the Service Subscription is extended pursuant to the section “Term of the Service Subscription” hereof, the Customer shall pay to the Provider the Advance amounting, at least, to the aggregate of Base Price for the following Billing Period and expected price for Additional Services within 30 days of the first day of the new Billing Period.

Within 15 days of the end of every Monthly Period, the Provider shall provide the Customer with a Monthly Report (the “Monthly Report”), which shall contain the following data concerning the finished Monthly Period:

a. the amount/extent of the units of the Service used during the Monthly Period,

b. calculation of the Base Price, Additional Charges, and the price of provided Additional Services for the Monthly Period.

For the purposes of the Agreement, a Monthly Period has the following meaning. The first Monthly Period starts at 00:00 UTC on the Service Start Date and ends at 24:00 UTC on the day preceding the day in the following calendar month with the same calendar number as the Service Start Date (e.g., 00:00 UTC, January 15 – 24:00 UTC, February 14). In the case where in the following calendar month there is no day with the same calendar number as the Service Start Date, the first Monthly Period ends at 24:00 UTC on the last day of the following calendar month (e.g., 00:00 UTC, January 30 – 24:00 UTC, February 28). The following Monthly Period shall always start at 00:00 UTC on the day following the end of the previous Monthly Period and ends on the day preceding the day in the following calendar month with the same calendar number as the first day of the respective Monthly Period. 

The Provider will notify the Customer via email address of any person with an admin account if, at any time, the aggregate of the Base Price, Additional Charges, and the price of provided Additional Services payable by the Customer during any Billing Period for the used Service exceeds 75% of the paid Advance before the end of the relevant Billing Period.

If the aggregate of the Base Price, Additional Charges, and the price of provided Additional Services payable by the Customer during any Billing Period for the used Service exceeds the paid Advance before the end of the relevant Billing Period, or if the Customer requests provision of Additional Services, the price of which was not taken into account while calculating the Advance, the Customer shall pay an additional advance (the “Additional Advance”) in the amount specified by the Provider, covering the expected costs up to the end of the Billing Period within 30 days of notification by the Provider via email address of any person with an admin account. The Additional Advance shall be paid on the basis of an invoice issued by the Provider. The previous paragraph and this paragraph shall apply to the Additional Advance accordingly.

If the Provider has not received payment of the Advance or any Additional Advances within due dates, and without prejudice to any other rights and remedies of the Provider:

a. the Provider may, without liability to the Customer, disable access to all or part of the Service and the Provider shall be under no obligation to provide any or all of the Service while the invoice(s) concerned remain unpaid; and 

b. interest shall accrue daily on such due amounts at a rate of 8% p.a. above the 2W repo rate issued by the Czech National Bank for the first day of the calendar half-year in which the amounts become overdue, commencing on the due date and continuing until fully paid, whether before or after judgment.

Within 15 days of the end of the Billing Period, the Provider shall provide the Customer with a Final Report (the “Final Report”), which shall contain the following data concerning the finished Billing Period:

a. calculation of the Base Price, Additional Charges, and the price of provided Additional Services for the entire Billing Period (the “Final Price”),

b. amount of the paid Advance and any paid Additional Advances including the accrued default interest if any (the “Total Advances”).

On the basis of the Final Report, the Parties shall proceed as follows:

a. In the event that the Final Price minus the total amount to be refunded according to the section “Service Level Agreement” hereof, if applicable, (the “Refund”) exceeds the Total Advances, the Customer shall pay to the Provider an amount equal to the difference between the Final Price minus the Refund and the Total Advances within 30 days of the delivery of the Final Report to the Customer. Such sum will be paid on the basis of invoice issued by the Provider.

b. In the event that the Total Advances exceed the Final Price minus the Refund, the Provider shall pay to the Customer an amount equal to the difference between the Total Advances and the Final Price minus the Refund. Such payment will be paid by bank transfer to the Customer’s account specified by the Customer within 30 days of the delivery of the Final Report to the Customer, or credited against the Advance for the following Billing Period, in the event that the term of the Service Subscription is extended pursuant to section “Term of the Service Subscription” hereof.

The Provider is entitled to increase the price and the fees payable under the Agreement (even the price and the fees agreed upon in the Kentico Cloud Quote) prior to the start of each Billing Period renewed according to the section “Term of the Agreement” hereof. The increased prices/fees shall be notified to the Customer (to the email address of any person with an admin account) at least 45 days prior to the start of the renewed Billing Period and are effective from the start of the renewed Billing Period at the earliest.

Any payment to the Provider is payable by bank transfer to the Provider’s account specified in the invoice.

Term of the Agreement

Trial Service Subscription

In the case of the Trial Service Subscription, the following provisions apply.

The Agreement is made for a limited time period (trial period) specified in the Pricelist. The trial period may be extended if agreed upon by the Parties.

The Customer is entitled to terminate the Agreement at any time directly via the Service using any admin account, in which case the Agreement terminates immediately.

The Provider is entitled to terminate the Agreement at any time by written notice, served to the Customer via email address of any person with an admin account, in which case the Agreement terminates immediately.

Monthly Billing Method

In the case where the Service Subscription is based on a monthly billing method, the following provisions apply.

The Agreement is made for an indefinite term unless otherwise agreed.

The Customer is entitled to terminate the Agreement at any time directly via the Service using any admin account. In that case, the Agreement terminates at the time agreed upon by the Parties or, at the latest, 14 days after the Provider was served with the termination notice. 

The Provider is entitled to terminate the Agreement at any time for serious reasons by written notice, served to the Customer via email address of any person with an admin account with a 14-day notice period, in which case the Agreement terminates at the end of the notice period unless agreed otherwise.

For the avoidance of any doubt, the Customer is still obliged to pay a proportional share of the fees for using the Service for the Monthly Period during which the Agreement was terminated and the Provider is not obliged to refund any fees paid. Nevertheless, the Additional Charges and the price of the Additional Services, if applicable, are payable in full.

Pre-paid Billing Method

In the case where the Service Subscription is based on a pre-paid billing method, the following provisions apply.

The Agreement shall commence on the date of the Agreement and shall continue for the duration of the Billing Period. Unless either Party notifies the other Party at least 30 days prior to the expiration of the current Billing Period that it does not want to extend the term of the Agreement, the Agreement automatically extends for the following Billing Period (the following Billing Period starts from the day immediately following the last day of the previous Billing Period and its length is equal to the length of the previous Billing Period). The previous sentence applies accordingly to the following Billing Periods, i.e., the term of the Agreement may be extended repeatedly. For the avoidance of any doubt, in the case where the Agreement is extended, the Service will be provided within the extent in which it was provided at the end of the current Billing Period (including ordered Additional Services etc.).

In the case where the guarantees of the section “Service Level Agreement (guaranteed Service Availability)” hereof are provided and the Actual Service Availability is less than 95 % during any Monthly Period, the Customer may terminate the Agreement by written notice. In that case, the Agreement terminates upon the expiration of the Monthly Period during which the notice was delivered to the Provider, unless otherwise mutually agreed.

The Provider may terminate the Agreement immediately if the Customer breaches the terms of use of the Service in any way or if the Customer is in default with any payment under this part of the Agreement for more than 30 days.

Within 30 days of the termination of the Agreement, the Provider shall provide the Customer with a Final Report. On the basis of the Final Report, the Parties shall proceed as follows from the section “Billing” hereof. For the purposes of this procedure, the Billing Period ends 

a. upon the expiration of the Monthly Period, during which the notice was delivered to the Provider (unless otherwise agreed), in the case where the Agreement was terminated because the Actual Service Availability was less than 95 % during any Monthly Period; 

b. upon the expiration of the Billing Period, during which the Agreement was immediately terminated, in the case where the Agreement was terminated because the Customer breached the terms of use of the Service or because the Customer was in default with any payment under this part of the Agreement, i.e., the Customer is obliged to pay the Base Price for the whole Billing Period;

The notice regarding the extension of the Agreement or the notice of termination shall be served to the other Party:

· to the email address cloud@kentico.com, in the case of the notice served to the Provider,

  • to the email address of any person with an admin account, in the case of the notice served to the Customer.

Service Level Agreement (Guaranteed Service Availability)

In the case where the Service Subscription includes guaranteed Service Availability, the following provisions apply.

Subject to the Provider’s rights to postpone provision of the Service according to the Agreement, the Provider will use commercially reasonable endeavors to ensure that the Service is available at all times. In the case where the Actual Service Availability is below the Guaranteed Service Availability level specified in the Kentico Cloud Quote during any Monthly Period, the Provider will refund to the Customer a part of the Base Price, calculated in accordance with this section hereof, for any period during which the Service is not available, save where such unavailability is due to a fault of the Customer, or due to force majeure (including but not limited to flood, riot, fire, judicial or governmental action, labor disputes, act of God, or any other causes beyond the control of the Provider). 

For the purposes of this part of the Agreement, the Service Availability means the time during which both of the following conditions are met:

a. the user interface or individual dialogs load within 10 seconds and

b. the Content Delivery API responds within 1 second.

The Service may be stopped or limited in order to perform necessary maintenance, including but not limited to, delivering new functionalities, important fixes and improvements in Service performance and stability (the “Maintenance”). A total time of such stoppage or limitation of up to one hour per Monthly Period shall not be considered a breach or failure to reach Service Availability for the purpose of the Agreement. The Maintenance may be conducted in the case where:

a. the Maintenance was announced by the Provider at least 10 days in advance via email address of any person with an admin account and on the Status page (https://status.kenticocloud.com/), or 

b. the stability or security of the Service is severely endangered (in that case, the Maintenance may be conducted immediately without prior notice).

The Actual Service Availability is calculated as ([total time in minutes of the Service Availability in the given Monthly Period] + [total time in minutes during which the Service is not available due to any fault of the Customer or due to force majeure in the given Monthly Period]) / (number of minutes in the given Monthly Period) x 100. 

The amount to be refunded will be calculated, based on the terms as defined in the Kentico Cloud Quote, as follows: ([Guaranteed Service Availability] - [Actual Service Availability]) % x Base Price per month.

Additional Services

In the case where the Service Subscription enables the Customer to request Additional Services, the following provisions apply.

Upon the Customer’s request, the Provider shall provide the Customer with selected Additional Services during the Monthly Periods specified in the request. The Additional Services may be requested for whole Monthly Periods only and not for part months.

Further details of the Additional Services are specified in the Service Specification, the Pricelist, or the Kentico Cloud Quote.

The Customer shall fully cooperate with the Provider when receiving the Additional Services.

Upgrade/Downgrade of the Service Subscription

Monthly Billing Method

In the case where the Service Subscription is based on a monthly billing method, the following provisions apply.

The Service Subscription may be upgraded or downgraded to another Subscription Plan with Monthly billing method anytime via an admin account. Upgraded or downgraded Service Subscription will be provided as soon as possible starting a new Monthly Period (within the meaning of the section “Billing” hereof). The Customer is obliged to pay a proportional share of the fees for using the Service for the Monthly Period during which the Service Subscription was upgraded/downgraded. Nevertheless, the Additional Charges and the price of the Additional Services, if applicable, are payable in full.

Upgrade of Service Subscription to Subscription Plan with a pre-paid billing method or downgrade from such Subscription Plan may be requested via an admin account, however, the conditions of the upgrade need to be agreed upon by the Parties.

Pre-paid Billing Method

In the case where the Service Subscription is based on a pre-paid billing method, the following provisions apply.

Upgrade or downgrade to another Subscription Plan may be requested via an admin account, however, the conditions of the upgrade or downgrade need to be agreed upon by the Parties.