(hereinafter referred to as "Terms and Conditions")
1. PREAMBLE
1.1. Terms and Conditions have been issued by QED GROUP a.s., Identification No.:24735884, with its registered office at 110 00 Prague, Štěpánská 1677/20, CzechRepublic, entered in the Companies Register administered by the Municipal Courtin Prague, Section B, Entry No. 16485 (hereinafter “QED GROUP”).
1.2. QED GROUP is the holder of the domain qedgroup.cz and operates the websitewww.qedgroup.cz (hereinafter referred to as the “Website”).
1.3. The Terms and Conditions shall apply to all contractual relationships concerning allservices provided by QED GROUP or arising in relation thereto between QEDGROUP, as one party, and natural persons, legal entities or any other legallyrecognized entities (hereinafter referred to as the “Client”), as the other, as wellas to all negotiations on such contractual relationships.
1.4. The Terms and Conditions constitute an integral part of an agreement concludedbetween QED GROUP and the Client regarding the provision of the services(training, seminar, coaching and other services according to our current offer),whether the contract is concluded by acceptance of an order, through remotecommunication means or in writing (hereinafter referred to as the “Agreement”).
2. CHANGES TO THE TERMS AND CONDITIONS
2.1. QED GROUP is entitled to amend the Terms and Conditions or to add new provisionsthereto if a reasonable need for such changes or amendments arises, such as aneed to change or newly and explicitly adjust the wording of certain rights andobligations of parties in connection with a change in legislation, availabletechnologies, a situation on markets, or the QED GROUP’s business policy.
2.2. QED GROUP will publish the wording of changes and amendments, or the completewording of such amended Terms and Conditions on its Website or send the wordingof changes and amendments, or the complete wording of such amended Terms andConditions, to the Client, at least 2 months prior to the proposed effective date ofsuch amendment.
2.3. If the Client does not agree with the proposed amendment to the Terms andConditions, he / she is obliged to notify QED GROUP of such disagreement within14 (fourteen) days. In such case the existing Terms and conditions shall apply onthe already ordered services. If the Client does not notify QED GROUP of suchdisagreement within 14 (fourteen) days, the new wording of the Terms andConditions becomes binding upon the already ordered services instead of the olderversion of Terms and Conditions, effective as from the date stated in the givenamendment to the Terms and Conditions as the date upon which the new wordingof the Terms and Conditions becomes valid.
3. ORDER OF SERVICES, THE CONCLUSION OF AGREEMENT
3.1. When ordering services, the Client proceeds as follows:
3.1.1. The Client shall choose requested services from QED GROUP’s current validoffer.
3.1.2. The Client shall provide all necessary details in the order or in the orderform and send the order through an interface on the Website, by e-mail orpost services.
3.2. After receipt of the order:
3.2.1. QED GROUP shall confirm the receipt of the order by e-mail, phone, inperson or by another means. This is not an order acceptance.
3.2.2. If QED GROUPS decides to accept the order, QED GROUP shall explicitlyconfirm such an acceptance by e-mail, phone, in person or by anothermeans.
3.2.3. By confirming the full acceptance of the order, the Agreement is concludedbetween the Client and QED GROUP.
3.3. QED GROUP is not liable for accepting or fulfilling the order, if the Client providesany incorrect, incomplete, untrue or misleading information.
3.4. With regard to the highly professional character of the services provided, QEDGROUP needs to commence the preparation necessary for the proper provision ofordered services immediately upon the acceptance of the order. Therefore, bysending the order, the Client agrees that the contents of his order cannot bechanged without consent of QED GROUP. The Client isn’t entitled to cancel the orderafter its acceptance by QED GROUP.
3.5. QED GROUP reserves the right to check the existence and identity of the Client.
4. TERMS OF SERVICES
4.1. To provide high quality services, QED GROUP reserves the right not to accept or toreject any order of services that has not yet been accepted.
4.2. To provide quality services, QED GROUP reserves the right to determine maximumand/or minimum numbers of participants receiving particular services (in particularthe number of participants in seminars, training, etc.).
4.3. If the Client orders services to be provided to a specific number of participants, theClient is not entitled to any discount or substitute performance in case of lowerattendance of the participants.
4.4. In case of higher attendance of the participants than announced by the Client inthe order or in Agreement, QED GROUP is entitled to refuse to provide the servicesto such unannounced participants.
4.5. Should any participant receiving the services behave inappropriately, especially ifsuch behavior results in any jeopardizing or limitation of services or in endangeringof assets, health or dignity of other participants or third parties, QED GROUP isentitled to refuse to provide all services to such participant without anycompensation, without prejudice to the Client’s obligation to pay the agreed priceof the services.
4.6. Any change in Agreement, especially in the date of provision of services, in theparticipants, in the content of the ordered services or in the price is possible onlywith the written consent of QED GROUP.
4.7. QED GROUP reserves the right to hire subcontractors without any limitation ifneeded to perform any obligations.
5. PRICE, TERMS OF PAYMENT
5.1. The prices stated in the offers sent by QED GROUP are valid for 30 days followingthe date when the offer or the price list was sent, unless expressly stated otherwise.By sending the order, the Client expresses his consent with the price stated in theoffer or in the price list for the service ordered.
5.2. The prices for certain services may depend on their specific character. In such acase, the price shall be provided to Client in an individual price offer sent by QEDGROUP with a request for acceptance of the price. The order shall be consideredcancelled if the Client won’t accept such price.
5.3. The price shall be stated in Czech crowns or EURO, VAT exclusive, unless expresslystated otherwise.
5.4. QED GROUP is entitled to request an advance payment in the max. amount of 30%of the agreed price of ordered services, unless expressly stated otherwise.
5.5. All payments shall be made within thirty days starting from the day following receiptof the invoice by the Client, unless expressly agreed otherwise.
5.6. The invoice shall contain the essentials prescribed for an accounting and taxdocument under legislation and QED GROUP’s bank details. In the case any invoicefails to meet these requirements, the Client shall return such invoice to QED GROUPwith a request to issue a new invoice within 5 days following the receipt. Upon thereceipt of the new, completed or corrected invoice, a new due date for the Pricestarts.
5.7. An invoice can be furnished in electronic format. The invoice in electronic formatshall be deemed received once the email is received or the message arrives at theClient’s data box.
5.8. All payments shall be made by interbank transfer to QUED GROUP’s account statedin the invoice. The Client shall not deemed in default of the payment if the fullamount is debited to the Client’s account and credited to the QED GROUP’s accountnot later than on the last day of the payment period.
5.9. If the Client is late with any payment for more than 30 days after the due date,QED GROUP is entitled to refuse the provision of any services, even if the provisionof services have already been confirmed or started by QED GROUP. In such casethe Client has no claim to a discount, compensation or substitute performance.
5.10. If the Client is late with a payment charged in accordance with Terms andConditions or Agreement, the Client shall pay to QED GROUP contractual fine onlate payment equivalent to 0.1% of the owed amount for each commenced day ofthe delay. This shall be without prejudice to the claim to payment of default interestpursuant to the applicable Czech legal regulations and the claim to compensationfor damage. Any contractual fine or late payment interest shall be payable withinthirty days of receipt of concerned payment request by QED GROUP.
6. CANCELLATION FEES, INCURRED EXPENSES
6.1. If the Client cancels the ordered services, the cancellation fees shall be charged tothe Client in addition to QED GROUP’s claims arising from legal regulations and/orthe Agreement, as following:
6.1.1. Cancellation in written delivered to QED GROUP at the latest 15 calendardays before the start of service provision: No cancellation fees will becharged.
6.1.2. Cancellation in written delivered to QED GROUP at the latest 4 calendardays before the start of service provision: Cancellation fee in amount of30% of the agreed price of services will be charged.
6.1.3. Cancellation in written delivered to QED GROUP at the latest 1 calendarday before the start of service provision: Cancellation fee in amount of30% of the agreed price of services will be charged.
6.1.4. Cancellation in written delivered to QED GROUP on the starting day ofprovision of service: Cancellation fee in amount of 100% of the agreedprice of services will be charged.
6.2. If the Client won’t cancel the services at all and fails to attend, the full price shallbe charged in addition to QED GROUP’s claims arising from legal regulations and/orthe Agreement.
6.3. If the Client cancels the ordered services or fails to attend, all expenses (e. g.organizational and operational expanses, accommodation expenses, travelexpenses) already incurred by QED GROUP will be charged to the Client in fullamount.
6.4. Should the Client be in default in paying of any payment under this article, theClient undertakes to pay a default interest to QED GROUP in the amount of 0.1%of the amount outstanding per commenced day of default. This shall be withoutprejudice to QED GROUP’s claim to compensation for damage.
7. LIABILITY
7.1. Unless stipulated otherwise by law, the Terms and Conditions or Agreement, QEDGROUP is only liable for actual damage caused intentionally or due to grossnegligence. QED GROUP is not liable for loss of profits.
7.2. If no written Agreement exists, QED GROUP does not assume obligations other thanthose that are stated in the Terms and Conditions or that ensue from generallybinding legal regulations.
7.3. In the case of services provided through , postal services or some other entity thatis not controlled by QED GROUP, QED GROUP is not liable for any damage arisingas a consequence of misuse of the transmitted information, faulty procedures, technical defects, system failures, illegal activities or any other shortcomings andmistakes arising on the part of these entities.
7.4. QED GROUP is not liable for any damage caused by unlawful dealings of the Clientor any third party.
7.5. QED GROUP is not responsible for the consequences of the Client's decisions andactions, even if these were taken based upon the QED GROUP's opinion, unlessotherwise established by legal regulation.
7.6. The Client is obliged to provide QED GROUP with all documents and informationnecessary to provide ordered services in reasonable advance before the agreedcommencement of performance.
7.6.1. Should the Client be in default with providing all documents andinformation necessary to provide ordered services, QED GROUP shall notbe liable for any damage, delay, impossibility to provide the services orincomplete performance.
7.6.2. Should the Client be in default with providing all documents andinformation necessary to provide ordered services, QED GROUP shall beentitled to request, in addition to the reimbursement of the costs andcompensation for the damage incurred, a penalty in the amount of theservices price pursuant to the order.
7.7. With regard to the specific character of the services, QED GROUP is not liable forany potential losses, damages, personal or professional negative impacts, lostbusiness opportunities or employment or lost profits or earnings that might beconsidered as a direct or indirect consequence of the analyses or tests provided byQED GROUP or results thereof or for fulfilment or non-fulfilment of therecommendations made.
8. FORCE MAJEURE
8.1. Force majeure as used herein means any unforeseeable and irresistible act ofnature, any act of war (whether declared or not), invasion, revolution, insurrection,terrorism, or any other acts of a similar nature or force, provided that such actsarise from causes beyond the control and without the fault or negligence of QEDGROUP.
8.2. If force majeure events occur, QED GROUP‘s obligations to provide services shallbe suspended and QED GROUP shall be entitled to withdraw from Agreement.
8.3. In the event of and as soon as possible after the occurrence of any causeconstituting force majeure, QED GROUP shall give notice and full particulars inwriting to the Client, of such occurrence and/or cause if QED GROUP is therebyrendered unable, wholly or in part, to perform its obligations.
9. WEBSITE INFORMATION
9.1. All information contained in QED GROUP‘s Website is for general informationpurposes only. QED GROUP makes no representations or warranties of any kind,about the completeness, accuracy, reliability, suitability or availability with respectto the Website or the information, products, services, or related graphics containedon the website for any purpose. Any reliance the Client places on such informationis therefore strictly at his own risk.
9.2. In no event will QED GROUP be liable for any loss or damage including withoutlimitation, indirect or consequential loss or damage, arising out of, or in connectionwith, the use of QED GROUP‘S Website.
9.3. QED GROUP takes no responsibility for, and will not be liable for, the Website beingtemporarily unavailable due to technical issues beyond QED GROUP‘s control.
10. COPYRIGHT AND INTELLECTULA PROPERTY RIGHTS
10.1. QED GROUP is entitled to all intellectual property and other proprietary rightsincluding, but not limited to, patents, copyrights, and trademarks, with regard toproducts, processes, inventions, ideas, know-how, or documents and othermaterials which QED GROUP has developed.
10.2. QED GROUP’s trademarks, logos, contents of the Website, including in particulartexts, pictures, graphic and other visual works, software, and any other protectedrights, are the intellectual property of QED GROUP. The Client is not entitled to copyor use in any manner without prior written consent any part of QED GROUP’sintellectual property.
10.3. A reference to the Website and/or partial or full inclusion thereof into the websitesof any third parties shall only be admissible under the prior written consent.
10.4. The Client has no right to use any branding, trademark, name or symbol that ischaracteristic of or used by QED GROUP or otherwise characteristic of its activitieswithout prior written consent.
10.5. For the purposes of the Terms and Conditions, “Methods” shall mean:
10.5.1. Sociomapping analysis;
10.5.2. Q360;
10.5.3. 4Elements;
10.5.4. Employee Navigator;
10.5.5. Sociomapping;
10.5.6. other methods whose originator is QED GROUP or to which QED GROUPowns industrial property rights or any other intellectual property rights orexercises such rights on the basis of the agreement with the owner thereof.
10.6. QED GROUP is the exclusive holder of:
10.6.1. industrial rights and copyrights concerning the Methods, printed, graphic,visualization, presentation and any other materials, depictions, finalreports, whether in an electronic or data form, including all their parts andelements;
10.6.2. rights to determine and use the contents and elements, now and in thefuture included in the Methods;
10.6.3. right to all names and branding used in connection with the Methods, inparticular the graphic and verbal names of the Methods and parts thereof,their logos, business names, trade names and trademarks (4 elementstesting, 4 elements inventory, Sociomapa, Sociomapování, Four Elements,Sociomapping and Sociomap, QED GROUP);
10.6.4. rights to all inventions, algorithms and procedures used in the Methods;
10.6.5. right to determine, use and decide on the specific visualization andpresentation of the Methods;
10.6.6. patterns and schemes for communication with clients used within theframework of the Methods;
10.6.7. rights to the system of providing licenses and certification, including theright to change them; and
10.6.8. all rights to computer programs (software) concerning the Methods.
11. PERSONAL DATA PROTECTION, CONFIDENTIALITY
11.1. QED GROUP collects and processes personal data in the necessary extent for thedue provision of all services in compliance with Regulation (EU) 2016/679 on theprotection of natural persons with regard to the processing of personal data and onthe free movement of such data (hereinafter the “GDPR”) and Act No. 101/2000,Coll., on Personal Data Protection, as amended (hereinafter the “Personal DataProtection Act”).
11.2. QED GROUP hereby informs the Client of its rights arising from GDPR and thePersonal Data Protection Act, in particular:
11.2.1. The right to be informed with clear and concise information about whatQED GROUP does with Client‘s personal data.
11.2.2. The right of access, i.e. the right to obtain a copy of personal data aswell as other supplementary information.
11.2.3. The right to rectification, i.e. the right to rectify the inaccurate personaldata.
11.2.4. The right to erasure the personal data (‘right to be forgotten’).
11.2.5. The right to restrict processing, i.e. to limit the way that QED GROUPuses Client‘s data.
11.2.6. The right to data portability, i.e. the right to receive personal data in astructured, commonly used and machine readable format and to requesttransmission of this data directly to another controller.
11.2.7. The right to object to the processing of personal data at any time.
11.2.8. All rights in relation to automated decision making and profiling.
11.3. The Client agrees with sending newsletters and advertisement for the purposes ofoffering products and services, including sending information on organized events,products and other activities by all electronic means. The Client may withdraw thisconsent at any time.11.4. Personal data of the participants collected or processed during trainings andseminars or contained in tests, analyses, etc. shall be provided in accordance withthe conditions set forth by GDPR and the Personal Data Protection Act.
11.5. QED GROUP is entitled to provide data and information of participants to Client orany third person only under the consent of such participants.
11.6. The Client and QED GROUP shall ensure that all information they obtained orlearned from the other party, and which is known to be, or should reasonably beknown to be of a confidential nature, is kept private and confidential. The partyreceiving the confidential information shall use this information solely for thepurpose for which it was provided. The Client and QED GROUP shall use their besteffort to prevent the disclosure and the unauthorized reproduction or use of allconfidential information, notwithstanding the termination or expiration of the termof the Agreement.
12. GOVERNING LAW AND JURISDICTION
12.1. Unless agreed otherwise in Agreement, the legal relationship between QED GROUPand the Client and any non-contractual relationships arising in connection therewithare governed by Czech law.
12.2. Any possible disputes shall be resolved by Czech courts.
13. FINAL PROVISIONS
13.1. In the case of a discrepancy between the Agreement and the Terms and Conditions,the wording contained in the Agreement shall prevail.
13.2. Unless the Agreement provides otherwise, the Terms and Conditions and theAgreement shall be binding in the Czech version.
13.3. If a provision of the Terms and Conditions or Agreement is found to be invalid,ineffective or unenforceable, this fact does not have any bearing on the validity,effect or enforceability of the other provisions of the Terms and Conditions orAgreement. In such a case the legal relations affected by or which were to beaffected by such invalid, ineffective or unenforceable provisions of the Terms andConditions or Agreement are governed by those provisions of the relevant legalregulations that most closely correspond to the intention of the parties arising fromsuch invalid, ineffective or unenforceable provisions of the Terms and Conditions orAgreement.
13.4. The Terms and Conditions shall take effect as from the 1st of July 2020 (hereinafterthe “Effective date”) and shall apply on the contractual relationships establishedor amended as of the Effective date. The Terms and Conditions shall also apply onthe contractual relationships established before the Effective date under theconditions set out in Article 2.3. of Terms and Conditions.