General Terms and Conditions of Green Light Solutions

  1. PREAMBLE
    1. Effective as of 1 February 2020, GLS has updated general terms that apply to the sale, license, service, use and other matters connected to the Service and/or Equipment as defined below.
    2. Greenlight Solutions s.r.o, with its registered office at Vyskočilova 1561/4A 140 00 Prague 4, is active in the field of measurement of information about Clients’ visitors’ activities within a specified area using cameras and computing units and offers various service packages under the name Vision.gl. These service packages are intended to enable the Client – to varying degrees – to use the Vision.gl Service and thus to evaluate visitor behaviour with an aim of improving store performance.
  2. DEFINITIONS
Business Hoursmeans period of business operation of GLS. At present it is Monday to Friday from 9:00 till 17:00 Prague time with exemptions of official holidays.
Civil Codemeans a Czech Act No. 89/2012 Sb., Civil Code.
Contractmeans a concluded contract between GLS as a provider and Client(s) under which the Service or Equipment is provided to Client(s).
Contracting Party/Partiesmeans either GLS as a provider or Client(s) under the Contract, or both (all) if expressed in a plural form (i.e. Contracting Parties).
Contractual Documentsmean Contract, Terms, specific product terms relating to the particular Service, Non-disclosure Agreement (if applicable), Data Processing Agreement and Privacy Policy, or any of these if expressed in a singular form (i.e. Contractual Document), unless stated otherwise within the Terms.
Client(s)Company/companies or natural person(s) that enter(s) into the Contract as a Client with GLS as a provider for the purposes of their business activities; consumer(s) as defined in Sec. 419 of the Civil Code shall be in no way deemed as Client(s) under the Contract.
GLSmeans company Green Light Solutions s.r.o., corporate ID No. 24662828, with its registered office at Vyskočilova 1561/4A, 140 00 Prague 4, registered in the Commercial Register of the Metropolitan Court in Prague, File No. C 164322.
Equipmentmeans hardware equipment such as cameras, computing units, connecting materials etc, that is utilized for the Service and or software that is installed or utilized for the Service, including where applicable for distant provided software or hardware (hosting, SaaS, etc.).
Servicerefers to the actual Service of Vision.gl as defined on the website https://www.vision.gl and in the specific product terms and other materials provided by the GLS to the Client under the Contract.
Termsmean these General Terms and Conditions.
  1. SERVICE DESCRIPTION
    1. GLS will set up the Service on its own server or server of a commissioned third party and make it available for use through a secure web account over the Internet.  There is no physical transfer of the Service to the Client. Client receives data from the Service in agreed upon format.
    2. Internet access of sufficient quality and stability from Equipment located within Client’s premises provided by Client free of charge must be uninterrupted in order to obtain any results from Service.
    3. Connection of the Client to the Internet, the maintenance of the network connection and the procurement of other software and hardware required by the Client for the use of the Service are not subject of the Contract; the Client bears any costs associated with this, especially connection costs.
    4. GLS utilizes suitable technical and organizational means against unauthorized access to Client’s data stored in the Service or a loss of such data. However, Client is aware that complete protection against data loss or of unauthorized access is not possible. If any threat cannot be eliminated in a technically and economically appropriate and promising manner, GLS is entitled to delete or have the Client’s data with damaging code deleted from the Service. GLS will inform Client of this.
    5. GLS will back up Client’s data stored in the Service in accordance with current technical standards at least once every working day or have it backed up by a commissioned third party. Daily backups will be kept for 7 days. Client is responsible for compliance with any mandatory retention periods.
    6. GLS provides the Client with the Client-specific access data required for using the Service – web portal, available at portal.vision.gl
    7. Offers presented by GLS are subject to changes including technical changes. Client’s orders can be accepted by GLS within four (4) weeks after receipt by written confirmation, activation of any portion of Service for the Client or delivery of the Equipment that may have been ordered.
  2. EQUIPMENT
    1. GLS might provide Equipment to the Client if ordered and / or when necessary in the form of rent or sale.
    2. GLS is not obliged to install or maintain the Equipment or to instruct the Client unless the Contracting Parties have expressly agreed to this in writing.
    3. The risk of accidental destruction and accidental deterioration of the Equipment passes to the Client upon delivery of the Equipment to the contracted transport company.
    4. GLS retains ownership of the Equipment until full payment of the purchase price. If the Client does not meet the payment term and does not pay the purchase price within a period of another fifteen (15) days, GLS is entitled to take back the Equipment. The withdrawal of the Equipment by GLS does not constitute a withdrawal from the Contract unless GLS has expressly stated this in writing. The Client must notify GLS immediately in writing in the event of attachments or other interferences in the ownership of GLS’ Equipment.
    5. If the installation of the Equipment is agreed upon, GLS will inform the Client in reasonable time about what conditions the Client has to create for this on the agreed installation date. The Client is responsible for preparation of such installation conditions before installation date. GLS’ costs associated with nonfulfillment of the installation conditions are to be borne by the Client.
    6. Client will examine Equipment including any documentation within five (5) working days after delivery, in particular with regard to completeness and basic functionality. Defects that are found or could have been ascertained must be reported to GLS by Client within a further five (5) working days in writing or by e-mail. The notice of defects must contain a description of defects with precise description of all defects. If no defects are ascertained by Client or notified to GLS within this period, Equipment is considered as free of defects upon delivery.
    7. If the installation of the Equipment has to be accepted by the Client, the acceptance is deemed to have taken place if
      • five (5) working days have passed since delivery or installation; or
      • the Client has refrained from accepting the Equipment within this period for any other reason than due to a defect reported to GLS that makes the use of the Equipment impossible or that significantly impairs them.
  3. CLIENT’S OBLIGATIONS
    1. Various information is required for GLS to successfully plan and implement the visitor behaviour measurement intended by the Client. The Client is aware that GLS’ services will be provided based on the information provided by the Client. In this respect, the Client undertakes to provide GLS with the information and all cooperation required for the provision of the Service completely and correctly. Client will also inform GLS in reasonable time of all circumstances and processes that are important for the provision of the agreed Service.
    2. When reporting faults, errors or damage to Equipment, Client must observe GLS’ instructions and, if necessary, use GLS provided checklists or forms, and to inform GLS without undue delay.
    3. Client undertakes to prevent unauthorized access by third parties to the Equipment.
    4. Client will provide GLS with at least one technical and one account contact person (including telephone number and email address) for each location (including full address and layout plans) where Service is provided and/or Equipment is installed and undertakes to notify GLS of any changes immediately.
    5. Client is liable for damage and / or theft of the Equipment units for any damage even during reinstallation, deinstallation or shipment until hand over to GLS.
  4. PAYMENT TERMS
    1. If not stated otherwise, any price are expressed net of VAT or any other taxes or customs duties and as Ex works Prague INCOTERMS 2020, excluding packaging and shipping which shall be payable in addition to the price at the rate applicable from time to time, both payable under the same conditions as the price.
    2. Client is obliged to pay any and all prices within the time and in a manner indicated in the Contract. Remuneration for the first term must be paid in advance.
    3. GLS reserves the right to block access to the Service in the event of late payment by the Client and to request that the Equipment installed at the Client’s sites be uninstalled and sent to the GLS; the Client bears costs for this. Reinstatement of the Service incurs a fee.
  5. TERMINATION OF THE CONTRACT
    1. The Contract is concluded upon signature by Contract Parties and is initially valid for 6 months, unless a different minimum term has been agreed in writing. It is automatically extended for a year unless any Contracting Party terminates the Contract in writing before a period of three (3) months to the end of the respective term.
    2. GLS shall have the right to immediately terminate Client’s access to the Service or to immediately rescind the Contract in the event of:
      1. material breach of essential obligations or repeated breach of non-essential obligations arising from the Contract which is not remedied by the Client within a fifteen (15) days;
      2. insolvency proceedings have been opened or are imminent for the Client’s assets; or
      3. the Client is late in paying an invoice for more than thirty (30) days
    3. Client may rescind the Contract by serving a written notice on GLS, but only if Client is in full compliance with their duties under the Contractual Documents and if GLS gravely breached the Contract pursuant to Sec. 2002 para. 1 of the Civil Code and has not remedied the breach after receiving previous written 30 days’ notice. Client is not entitled to rescind the Contract on any other statutory ground unless specifically stated otherwise within the Contract.
    4. In case the Contract is terminated prematurely by GLS, Client will pay flat-rate compensation to GLS in amount of 100 % of payments for period from the date of premature termination to the day of ordinary end date of the Contract.
    5. Termination notice period started by the Client always begins on the first day of the month following the delivery of any termination notice.
  6. DISCLAIMER OF WARRANTY
    1. Client agrees that use of the Service is at Client’s own risk. GLS itself, nor any other third-party service providers or licensors do not warrant that the use of Service will be uninterrupted or error free; nor do GLS make any 100 percent warranty as to the results which may be obtained from use of the Service, nor as to the accuracy, reliability or content of any information provided through the Service.
    2. The Service as to the web portal is available for Client access 24/7, as to the processing of data from locations is operational within business hours of the location, both with a 90% guaranteed up time. Support services would be provided during business hours of GLS and scheduled maintenance windows are not counted into uptime. GLS will inform Client in advance if possible, of any interruption or maintenance of Service.
    3. Client acknowledges that, based on the current state of technical development, it is not possible to develop data processing programs that are linked in particular to other programs or systems in such a way that they work completely error-free. Client further acknowledges that, based on the current state of technical development, it is not possible to develop Equipment in such a way that these analyse people behaviour completely error-free under all operating conditions; a possible lack of identification accuracy of Equipment or Service therefore does not constitute a defect. According to the current state of the art, uninterrupted and error-free operation and the complete elimination of any errors in the Equipment or Service cannot be completely guaranteed. The contractually agreed quality of the Equipment or Service (ie the standard for suitability, usability and intended use) is therefore only described in the documentation provided by GLS. Only deviations from the relevant documentation that significantly restrict the way of functioning constitute a material defect.
  7. LIMITATION OF LIABILITY
    1. Client agrees that the limitation of liability, as stipulated within para. 9.1 of these Terms above, applies whether such allegations are for breach of Contract, tortious behaviour, negligence, or fall of any other cause of action, regardless of the basis upon which liability is claimed and even if GLS has been advised of the possibility of such loss or damage.
    2. GLS shall not be held liable, to the extent stipulated within the para. 9.1 to 9.3 herein, with regard to the Third-party Products as defined in para. 11.2 of these Terms.
    3. In no event shall GLS’s total liability to the Client for all damages exceeds the amount of one hundred thousand Czech crowns (100.000 CZK).
    4. GLS is not liable for any damage or detriment of Client or any third party stemming from actions taken on guidance of data provided by the Service.
    5. If applicable law does not allow all or any part of the above stated limitation of liability, the limitations shall apply only to the extent permitted by applicable law.
    6.  The Client is obliged to take all appropriate measures to prevent and mitigate damages, which is in particular an obligation of the Client to regularly back up data and to carry out regular security checks (especially to prevent or detect viruses and other disruptive programs in the IT system of the Client), and or to protect and inspect Equipment.
  8. LIMITATION OF WARRANTY FOR SERVICE AND EQUIPMENT
    1. Liability on the part of Vision.gl for defects in accordance with this section requires the Client to notify GLS immediately in writing of a defect that has occurred within the limitation period. In the event of such a written notice of defects, GLS is entitled to two subsequent performances within a reasonable period of five (5) days. GLS will either remedy the defect or supply a replacement at its own discretion. If this is reasonable to the Client, GLS is also entitled to remedy the defect by providing a workaround or makeshift solution to the Equipment or Service. Client must provide cooperation to GLS for eliminating defects, in particular to provide GLS with access to the Equipment.
    2. Client acknowledges that GLS has a period of 2 months from notice of defect to remedy any defect.
    3. Claims due to material and legal defects expire in twelve (12) months from the start of the limitation period.
    4. If any defect to Equipment or Service that have arisen were not caused by the Equipment, but by software or hardware products or conduct of third parties or the Client, GLS is not responsible for such defects. Same applies if there are only insignificant deviations from the contractually agreed condition of the Equipment; or if the Client uses the Equipment contrary to the Contract or properly; or if the Client or a third party commissioned by Client makes changes or modifications to the Equipment; or the Client or third party has not installed Equipment properly.
  9. INTELECTUAL PROPERTY RIGHTS, COPYRIGHTS
    1. All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, layout, results of Service, software and computer code (hereinafter as “Content”), including but not limited to the “look and feel”, layout, design, structure, colour scheme, selection, combination and arrangement of the Content present within the Service is owned by or licensed to GLS. Such Content is protected by copyright, trademark, and various other intellectual property and unfair competition laws.
    1. Except with express written permission of GLS or as permitted by applicable laws, Client may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish or transmit the Service or Content (in whole or in part) in any way or through any medium for distribution, publication or for any commercial purpose.
    2. Client may display presentation of results of the Service solely for their use provided that: Client does not remove any copyright or proprietary notice from the presentation or results and no modifications are made to such results. The abovementioned does not restrict Client from a proper use of the Service for the purposes and within the scope of the Contract.
    3. Software side of the Equipment is operated by GLS and therefore Client is not granted any licence regarding any software used on the Equipment or within the Service. Software developed by GLS is copyrighted and protected by law against unauthorized modification, reverse engineering, inspection, translation and sale or distribution.
  10. INDEMNIFICATION
    1. Client shall defend, indemnify and hold harmless GLS, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Service by Client. GLS reserves the right to take over the exclusive defence of any claim for which GLS is entitled to indemnification under this section. In such event, Client shall provide GLS with such cooperation as is reasonably requested by GLS.
  11. CONFIDENTIALITY
    1. The Contractual parties will only use all documents, information and data that they receive for the implementation of the Service and / or Equipment and which are designated as confidential, for the implementation of this contract and, as long as and insofar as they have not become generally known, treat them confidentially. For the Client, this obligation also extends to account access data.
    2. The Contracting Parties will impose a corresponding obligation on their employees and subcontractors affected by the Contract. These obligations will survive even after termination of the Contract for two years after the termination of the Contract.
    3. For each case of violation of the confidentiality obligations by the Client, the Client is obliged to pay GLS a contractual penalty of EUR 5.000. Any other claims for damages hereby remain unaffected.
    4. GLS’ full Privacy Policy explains how GLS treats personal data and protect privacy while using GLS’ Services.
  12. GDPR
    1. Insofar as GLS processes personal data in the provision of Service in accordance with the Contract, GLS acts as a processor and the Client remains responsible as controller as defined in the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (GDPR) for compliance with the associated requirements. At the same time, the Client releases GLS from all third-party claims resulting from processing of any personal data insofar as these are based on a breach of data protection regulations for which GLS is not responsible.
    2. GLS acts as a processor within the meaning of Art. 28 of GDPR and Contracting Parties will conclude a Data Processing Agreement (DPA). Client is obliged to fulfil their duties as the Controller under GDPR including duty to inform visitors of Service deployment.
    3. GLS is authorized, as a processor, to process processed personal data according to the DPA into anonymized data for the further utilization in improvements of Service.
  13. CHANGES TO SERVICE
    1. GLS endeavours to the continual improvement of the Service which may result in updates of the Service. Some of those updates might require additional payment to be provided. GLS may change or discontinue any aspect, service or feature of the Service at any time, including, but not limited to, content, availability, and Equipment needed for access or use of the Service as long as the essential purpose of the Service is maintained and provided. Any substantial technical change that would downgrade the Service will be notified with 4 weeks’ notice to Client. Client is entitled to terminate the Contract with 3 months’ notice to be sent within the 4 weeks after receipt of the notice of changes. In case of no follow up action by the Client changes are deemed as accepted by the Client.
  14. OTHER RIGHTS AND OBLIGATIONS
    1. Client shall not interfere with or disrupt the Service or the Equipment.
    2. Client shall not reproduce, duplicate, copy, sell, resell, reverse engineer or exploit for any purpose, any portion of the Service or of the Equipment, use of the Service of the Equipment, or access to the Service or the Equipment.
    3. Client shall not engage in any activity that would constitute a criminal offense or give rise to a civil or public liability in a connection with the Service.
    4. Client shall not impersonate any person or entity, including, but not limited to, GLS or any GLS employee, or falsely state or otherwise misrepresent Client’s affiliation with any person or entity.
    5. Client shall not interfere with any other third party’s right to privacy, including by harvesting or collecting personal data.
    6. GLS is not obligated to provide the Client with any maintenance, technical or other support for the Service or Equipment if not agreed otherwise.
    7. EXPORT IMPORT LIMITATION: The Equipment or the Service may be subject to the export and / or import control laws of individual countries. If the Client needs official approval for the shipment, use or other contractual use of the Equipment and / or the Service or if other official requirements have to be met, the Client is solely responsible for requesting and obtaining any such approval and / or to comply with all such requirements on Client’s sole expense. Compliance with such statutory limitations must be proved to GLS on request. Compliance with any applicable laws, ordinances or other binding rules required for the transport, use or other contractual handling of the Equipment or the Service is the sole responsibility of the Client.
  15. MISCELLANEOUS
    1. PUBLICITY: GLS is entitled to name the Client on the Internet or in other advertising media as a reference. GLS is also entitled to use the Client’s corporate logo for the same purpose. The legitimate interests of the Client must be considered. Upon entering into the Contract, the Client grants to the GLS a non-exclusive, worldwide and royalty-free licence and permission to use the Client’s logo and name in marketing materials and internet sites related to the Service
    2. THIRD PARTY PROVIDERS: GLS is entitled to use third parties for the provision of Services or Equipment.
    3. CHANGES TO TERMS AND SOME CONTRACTUAL DOCUMENTS: GLS reserves the right to update the Terms and any Contractual Document other than the Contract and, if applicable, other than any contract and/or agreement concluded between the Contracting Parties, at any time with prior notice to the Client with 4 weeks’ notice. The Client is entitled to terminate the Contract with notice sent within 1 month of receipt of the notice of change in case the Client does not accept such change. Client is not entitled to terminate the Contract in such a case when hierarchy of contractual documents take place regarding the change. The applicable and most current version of this T&C is at Licensee’s disposal on https://www.green-light.com or https://www.vision.gl.
    4. FIXED TERM CONTRACT: Delivery or installation dates specified by GLS or the Client are non-binding, unless GLS expressly agree otherwise in writing.
    5. CHANGES TO THE CONTRACT: The Contract may only be amended or terminated by agreement between the Contracting Parties by written amendments executed by them or by ways as described in their Terms.
    6. HIERARCHY OF CONTRACTUAL DOCUMENTS: Contracting Parties agree that if the Contractual Documents are in conflict, the order based on their significance shall apply; the most significant document is stated as the first:              
      1. Contract           
      2. Specific product terms
      3. Terms.             
      Other Contractual Documents not listed above shall not presumably get into the conflict with the abovementioned.
    7. NO SET-OFF: Client shall not effect set-off of any of the claims he has against GLS other than by a written agreement with GLS.
    8. NO ASSIGNMENT: Client shall not assign or transfer any rights, claims or obligations under the Contractual Documents without the prior written consent of GLS. The aforementioned prohibition applies also to the assignment of the Contract itself together with the other Contractual Documents under the Sec. 1895 et seq. of the Civil Code.
    9. WAIVER: GLS’s failure to enforce any provision stipulated within these Terms or any other Contractual document is not a waiver of its right to do so at any time later. Any waiver executed in a connection with any Contractual Document is effective only if expressly done in writing, signed by a duly authorized by the representative of the respective Contracting Party. No single waiver constitutes a continuing or subsequent waiver unless expressly stated otherwise within the particular waiver.
    10. GOVERNING LAW: Contractual Documents together with all non-contractual obligations arising out of or in connection with them are governed by the laws of the Czech Republic. Place of performance for all obligations is Prague.
    11. DISPUTE RESOLUTION: All disputes arising from the present Contract and in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court in accordance with the On-line Rules of the Arbitration Court. Including a dispute relating to the existence, validity or termination of any Contractual Document or any non-contractual obligation arising out of or in connection with them) or the consequences of their nullity.
    12. SEVERABILITY: If any provision of any Contractual Document is or becomes invalid or unenforceable, that shall not affect the validity and enforceability of any other provision of the respective Contractual Document. In case of the aforementioned, an invalid or unenforceable provision will be replaced with a provision reflecting the original intent of the Contracting Parties as closely as possible. To that effect Contracting Parties are obliged to provide each other with the reasonable cooperation and assistance.
    13. WHOLE AGREEMENT: Contractual Documents contain the whole agreement between the Contracting Parties relating to the subject matter of the Contract and supersede all previous agreements between the Contracting Parties relating thereto, whether written, oral or otherwise. Each Contracting Party confirms that while concluding the Contract, it did not rely on any representations or warranties, or other information supplied by the other Contracting Party, other than those representations and warranties expressly set out in the Contractual Documents. GLS excludes application of Sec. 1740 (3) of the Civil Code.
    14. EXPENSES: Each Contracting Party shall bear all costs and expenses incurred by it in connection with the entering into, and the performance of the Contract and any other Contractual Document.
    15. NO IMPLICIT OBLIGATIONS: Public information and /or marketing materials are of solely descriptive character and in no way establishes any GLS’s obligation to enter into any contract with any potential Client. Contractual Documents create no obligations on the part of GLS other than as specifically set forth therein. Entering into negotiations with the potential Client(s) per se shall in no way indicate the high probability of concluding the Contract pursuant to the Sec. 1729 of the Civil Code.