GENERAL TERMS AND CONDITIONS of NEXINEO s.r.o. for e-shop 
 
Art. I
Introductory Provisions

1.1.    These General Terms and Conditions (hereinafter referred to as the “GTC”) govern the relationship between the contracting parties, namely NEXINEO s.r.o. having its registered office at Pestovatelska 2, 821 04 Bratislava, Slovak Republic, Corporate ID 47 020 946, and registered in the Commercial Register of the Municipal Court of Bratislava III, Section Sro, entry No. 87516/B acting as the Seller (hereinafter referred to as the “Seller” or “NEXINEO”) and the party acting as the Buyer (hereinafter referred to as the “Buyer”). 
1.2.    For more information about the Seller please visit https://www.nexineo.com 
1.3.    For the purposes of these GTC, the Seller shall be NEXINEO.
1.4.    The Buyer under these GTC can only be an entrepreneur/business.
1.5.    An entrepreneur shall be:
a.    an individual registered with the Business Register;
b.    an individual operating based on a trade licence;
c.    an individual conducting business under regulations other than a trade licence, pursuant to special regulations;
d.    an individual engaged in agricultural production and registered according to a special regulation,
and which acts as part of its business activity, as well as
e.    a subject of public law, in accordance with the provisions of § 261 (2) to (5) of Act No. 513/1991 Coll., the Commercial Code, as amended;
f.    a school or an educational facility. 
To avoid any doubt, if the Buyer provides their identification number (Corporate ID – IČO) in the Order, they acknowledge and agree that the rules outlined in these GTC for entrepreneurs will govern the mutual contractual relationship.
1.6.    The legal relations between the Seller and the Buyer, not explicitly regulated by these GTC or a specific agreement, are governed by relevant provisions of Act No. 513/1991 Coll., the Commercial Code, as amended, and related regulations. In case of any discrepancies between these GTC and a separate agreement, the terms of the separate agreement shall take precedence.
1.7.    'Order' is defined in Article 2.1 of these GTC.
1.8.    'Product' is defined in Article 2.2 of these GTC.
1.9.    'Software' (which may be part of the Product) is defined in Article 2.3 of these GTC.
1.10.    'Agreement' refers to the Purchase Agreement and/or the Licence Agreement, as outlined in Article 2.7 of these GTC.
1.11.    By placing an Order, the Buyer confirms familiarity with these GTC, including the Warranty Policy, Service Price List, Product Technical Terms and Conditions (Product Datasheet or Manual) and, if applicable, the Licence Agreement, agreeing to them as valid and effective at the time of Order placement.
1.12.    The Buyer acknowledges that purchasing products from the Seller does not grant any rights to use the Seller's or its partners' registered trademarks, trade names, company logos, or patents, unless specifically agreed upon in a separate agreement for a specific case.
 
Art. II
Order

2.1.    An Order is created when the Buyer places selected goods, services, or electronic content in the shopping cart and electronically sends the Order to the Seller by clicking the Submit Order button (hereinafter referred to as the “Order”). 
2.2.    The Order obligates the Seller to deliver the product as specified in the Order and its attachments, including the price and terms, to the agreed location and within the agreed time (hereinafter referred to as the “Product”). The Buyer is obligated to pay, in a due and timely manner, the specified price for the Product in accordance with the agreed terms. 
2.3.    If included in the Order, the Product may also comprise NEXINEO software, for which the Seller is the author and exclusive owner. NEXINEO software includes (i) the NEXI Board management console, allowing the teacher/educator to control all NEO virtual desktop devices used by pupils/users, (ii) the NEXI GO RDP protocol, and (iii) the NEXI login screen (hereinafter referred to as the “Software”).
2.4.    The Buyer acknowledges that the Seller commits to delivering and transferring title to the movable items specified in the Order's price specification and to grant licensing rights to the Software, if it is part of the Product, under the agreed terms.
2.5.    The Seller does not guarantee the functionality of any applications or peripherals and is not obligated to provide updates for the Product's programmes and/or applications. For the avoidance of doubt, the Product's price does not include the purchase of Microsoft licences, which must be acquired from a local Microsoft licence distributor. 
2.6.    The Buyer is responsible for verifying all provided or selected data when creating the Order. 
2.7.    The Purchase Agreement is considered concluded by confirmation of the Order created by the Buyer on the part of the Seller, while the Seller is not responsible for any errors in data transmission. If the Order includes software, the confirmation of the Order also constitutes the conclusion of a Licence Agreement, as detailed in the separate Licence Terms and Conditions, which are annexed to these GTC (hereinafter for the purposes of these GTC jointly referred to as the “Agreement”).
2.8.    The Seller will immediately confirm the Agreement's conclusion to the Buyer via an informative email to the provided email address, including the current version of the GTC and its Annexes. 
2.9.    Any amendments or cancellations to the resulting agreement (including the agreed price) can only occur through mutual agreement of the parties or based on legal reasons, unless otherwise stated in these GTC.
2.10.    Under the Agreement, the Seller commits to delivering the goods/licence, if included in the Order, and enabling the Buyer to acquire ownership/licence of them. The Buyer agrees to accept the goods/licence and pay the agreed price under the terms set out in these GTC, its Annexes and, if applicable, including the Licence Terms.
2.11.    Ownership transfers to the Buyer upon delivery of the item as per Article 2.13 or 2.14 of these GTC.
2.12.    The Seller shall hand over the goods to the Buyer, along with any accompanying documents, and shall enable the Buyer to take ownership of the goods in accordance with the Agreement.
2.13.    The Seller fulfils the obligation to deliver the goods by enabling the Buyer to dispose of them at the place of performance and providing timely notification.
2.14.    If shipping is involved, delivery occurs when the goods are handed over to the first carrier for transport to the Buyer, allowing the Buyer to exercise their rights under the carriage contract.
2.15.    The Seller will deliver the goods in the agreed quantity, quality and design. If packaging is not specified, the Seller will pack the goods according to custom or, in the absence of custom, in a manner necessary for preservation and protection. The Seller also arranges for transportation in the same manner.
2.16.    The Seller offers various delivery/shipping methods based on current service availability. The Seller is not liable for delayed delivery in cases of events of Force Majeure or information system failures.
2.17.    Upon receiving the goods, the Buyer must immediately inspect the shipment's condition (number of packages, intactness of the tape with the company logo, box damage) with the carrier, as per the delivery note. The Buyer has the right to refuse a shipment that does not comply with the agreement, such as incomplete or damaged shipments. If accepting a damaged shipment, the Buyer must note the damage in the carrier's handover report. Any incomplete or damaged shipments must be reported to the Seller immediately via email or post, along with a damage report prepared with the carrier.
 
Art. III
Defects And Warranty

3.1.    Warranty conditions are outlined in the Warranty Policy, included in the appendix of these GTC, and are also subject to the generally binding legislation of the Slovak Republic.
3.2.    An item is considered defective if it lacks the agreed characteristics. Defects also include the delivery of an incorrect item and flaws in documents necessary for the item's use. 
3.3.    The Buyer's entitlement to claim for defects originates from defects present at the time when the risk of damage transfers to the Buyer, even if such defects become evident later. Additionally, the Buyer has rights regarding defects that occur later due to the Seller's failure to fulfil its obligations. 
3.4.    The Buyer is responsible for inspecting the item as soon as possible after the risk of damage has transferred, to verify its characteristics and quantity. The Buyer must promptly notify the Seller of any discovered defects or issues. 
3.5.    The risk of damage transfers to the Buyer upon the item's delivery as specified in Article 2.13 or 2.14 of these GTC. The same applies if the Buyer fails to take possession of the item, despite the Seller making it available for disposal. 
3.6.    Damage to the item occurring after the risk of damage has transferred to the Buyer does not absolve the Buyer of the obligation to pay the purchase price, unless the damage resulted from the Seller's breach of duty. 
3.7.    If the Buyer delays in accepting the item, the Seller has the right to sell the item after providing the Buyer with a reasonable additional time frame to take possession, preceded by appropriate prior notification. This applies equally if the Buyer defaults on payment, upon which the item's handover is conditional.
3.8.    The Seller guarantees that the item will be free from defects at the time of delivery; specifically, the Seller is liable to ensure that when the Buyer takes possession of the item:
a.    it possesses the characteristics agreed upon by both parties, or if no agreement exists, the characteristics described by the Seller, manufacturer, or those the Buyer can reasonably expect based on the nature of the item and any advertising;
b.    it is fit for the purpose stated by the Seller or for which such item is generally used;
c.    it is in the correct quantity, measure, or weight;
d.    and it complies with legal requirements.
3.9.    A Seller’s quality guarantee implies that the item will be suitable for its usual use or retain its usual characteristics for a specified period. The warranty period commences from the time the item is handed over to the Buyer. The Buyer's warranty rights do not apply if a defect arises due to external events after the risk of damage to the item has transferred to the Buyer.
 
Art. IV
Price and Terms of Payment

4.1.    All prices are contractual and final, excluding any shipping charges, duties, or other taxes that the Buyer must pay. The prices are inclusive of VAT. 
4.2.    The Seller reserves the right to offer only selected payment methods to the Buyer at its discretion.
4.3.    The Buyer is required to pay the purchase price for the Product, transportation, and any customs duties or other taxes to the Seller, as per advance invoices issued in line with the Seller's specified payment terms in the Order. The Seller will issue an advance invoice to the Buyer's registered email address. 
4.4.    The Buyer must pay the purchase price within 15 days of the due date on the invoice, via transfer to the Seller's bank account detailed on the invoice. Payment is considered made on the date the purchase price amount is credited to the Seller's bank account. 
4.5.    The Seller will issue an invoice upon payment receipt and send it to the Buyer in electronic form via email. If requested by the Buyer, a hard copy of the invoice will be provided upon delivery of the goods.
4.6.    The Buyer will be notified by email about the estimated delivery time of the ordered goods. The delivery duration and transport cost for the ordered goods depend on the delivery method chosen by the Buyer in the order. The Buyer acknowledges that the estimated delivery time may change based on the logistical capabilities of the Seller and/or its carriers, and the Seller will promptly inform the Buyer of any such changes.
 
Art. V
Withdrawal from the Agreement by the Seller

5.1.    The Seller has the right to withdraw from the Order/Agreement in the event of either of the following:
a.  a delay by the Buyer in the payment of monetary obligations under the Order/these GTC exceeding fifteen (15) calendar days beyond the original due date;
b.  a material or repeated breach of other obligations by the Buyer under the Order/these GTC, if the Buyer does not rectify the breach within a reasonable period of no less than 5 days, as specified by the Seller in a written notice.
 
Art. VI
Common Provisions

6.1.    All matters and disputes arising under the Agreement shall be exclusively governed by the laws of the Slovak Republic and resolved by the competent courts of the Slovak Republic. The UN Convention on Contracts for the International Sale of Goods (CISG) will not be applicable, as per Article 6 of this Convention.
6.2.    These GTC, along with their components, are effective from 1 January 2024 and can be accessed at the Seller's registered office or electronically at https://shop.nexineo.com/terms-and-conditions. The Seller retains the right to unilaterally modify the GTC without prior notice. 
6.3.    Should any provision of these GTC or the Agreement be or become void, voidable or unenforceable, only this provision will be void, voidable or unenforceable and the remaining provisions shall remain unaffected.
6.4.    Any rights and obligations not regulated by these GTC or the Agreement shall be governed by the legal regulations of the Slovak Republic, in particular Act No. 513/1991 Coll., the Commercial Code as amended.
6.5.    All matters and disputes arising under the Order/Agreement shall be exclusively governed by the laws of the Slovak Republic and resolved by the competent courts of the Slovak Republic.
6.6.    The following shall form an integral part of these GTC:
a.    Warranty Policy, 
b.    Service price list available online at https://www.nexineo.com/en/service 
c.    Product Technical Terms and Conditions (Product Datasheet or Manual) – available for each Product online within the Seller's e-shop,
d.    Licence Agreement, if the Software is included in the Order.

ANNEX WARRANTY POLICY

This Warranty Policy governs the relationship between NEXINEO s.r.o. having its registered office at Pestovatelska 2, 821 04 Bratislava, Slovak Republic, Corporate ID: 47 020 946 (hereinafter referred to as “NEXINEO s.r.o.”) and the Buyer in accordance with the provisions of Act No. 513/1991 Coll., the Commercial Code as amended (hereinafter referred to as the “Commercial Code”). It pertains to the duration of the warranty period for goods purchased through the e-shop and for the NEXINEO system comprising the NEXINEO technological equipment (the NEXI server, NEO virtual desktop devices, network switch and router), as well as the NEXINEO software solution (including the NEXI Board management console, NEXI GO RDP protocol, NEXI login screen) purchased by the Buyer from NEXINEO s.r.o. It also covers other aspects related to filing a claim for purchased goods (hereinafter referred to as the “Goods”) and/or the system of NEXINEO s.r.o. (hereinafter referred to as the “NEXINEO system”).

By entering into a Purchase Agreement or a Contract for Work or by placing an Order with NEXINEO s.r.o., the Buyer expressly agrees to this Warranty Policy and the terms and conditions set out herein.
 
1. WARRANTY PERIOD

The standard warranty period for NEXINEO products and systems is 24 months from the date of receipt, unless otherwise extended by NEXINEO s.r.o.

This warranty commences on the date the Buyer receives the Goods and the NEXINEO system.

Defects in the Goods and the NEXINEO system must be reported to NEXINEO s.r.o. immediately upon discovery and no later than the expiry of the warranty period.

To initiate a warranty claim and receive warranty service from NEXINEO s.r.o., the Buyer must provide the necessary documentation specified in the Claim Form, notably the invoice and delivery note. Failure to submit these documents will result in the claim not being recognised as a warranty issue, and the Buyer will be responsible for all associated costs for rectifying the defect to the Goods and/or the NEXINEO system, in accordance with the current valid price list of works available at https://www.nexineo.com/en/service . The Buyer must reimburse NEXINEO s.r.o. for these costs within 15 calendar days from their occurrence, based on an invoice issued by NEXINEO s.r.o.

If a defect arises during the warranty period due to NEXINEO s.r.o.’s fault, rendering the Goods and/or NEXINEO system unusable or only partially usable, and the defect can be fixed, the Buyer is entitled to free-of-charge repairs.

If repair of the NEXINEO product or system is not possible and the nature of the defect does not prevent normal use, NEXINEO s.r.o. may agree with the buyer on a reasonable discount on the price of the Goods and the NEXINEO system. Once a discount is agreed upon, the Buyer cannot subsequently claim against the defect in the Goods and/or the NEXINEO system.

In cases of irremediable defects that prevent normal usage of the Goods and/or the NEXINEO system, the Buyer has the right to choose replacement goods and/or system with equivalent or similar utility and functional characteristics (e.g. with hard drives – a hard drive with the next higher available capacity or with CPUs – a CPU with the next higher available frequency, etc.). If a warranty claim is resolved by replacing the Goods and/or the NEXINEO system within the statutory warranty period, the warranty period is extended by the duration it took to settle the claim.

Upon replacement of the Goods or any part of the NEXINEO system, the Buyer will receive documentation (claim report) detailing the new serial number of the replaced items/system, and subsequent claims should be based on the original receipt and claim report.

Warranty claims for defects in the Goods and/or the NEXINEO system lapse if not exercised within the warranty period.

The Buyer must provide all necessary cooperation to NEXINEO s.r.o. for claim processing; failure to do so will appropriately extend the claim processing time by the duration of non-cooperation. Submitting the Goods presumed defective to NEXINEO s.r.o. is also considered a form of cooperation under this clause.
 
2. CONDITIONS AND PROCEDURE FOR MAKING CLAIMS

When handing over the Goods and/or the NEXINEO System for repair, the Buyer is advised to back up all data and programmes, and to remove any removable storage media. NEXINEO s.r.o. is not liable for any damage, misuse, or loss of programmes, data, or Buyer information that may objectively occur during the processing of the Goods claim and/or the NEXINEO system. NEXINEO s.r.o. reserves the right not to preserve the Buyer's data without their consent if system re-installation is required.

If the Goods and/or the NEXINEO System are damaged and/or non-functional, the Buyer must immediately file a claim with NEXINEO s.r.o.:
The Buyer must accurately describe the fault or problem with the Goods and/or the NEXINEO system in the Claim Form (e.g. how the fault manifests, in which modes, time intervals, etc.). If the Buyer fails to specify the defect in the Claim Form, the claim will not be considered filed with NEXINEO s.r.o.

The Claim Form must state in particular:
The Buyer must attach the required documents to the Claim Form.

When making a claim, the Buyer may request NEXINEO s.r.o. to perform a preliminary remote diagnostics of the claimed Goods as an alternative way of processing a claim. Upon the Buyer's explicit request, NEXINEO s.r.o. will remotely diagnose the claimed Goods, if feasible, to identify and possibly rectify simple defects using a one-time remote connection to the claimed Goods. NEXINEO s.r.o. will conduct this diagnostics within 21 days of receiving the Claim Form.

In the event that the Buyer does not request remote diagnostics, or in the event that the remote diagnostics is not successful, the Buyer must send the claimed Goods and the NEXINEO system to the address: NEXINEO s.r.o., Pestovatelska 2, 821 04 Bratislava, Slovak Republic. The Buyer acknowledges that the defect removal time starts when NEXINEO s.r.o. receives the claimed Goods.

The claim procedure begins with the date of receipt of the Goods and/or the NEXINEO system by NEXINEO s.r.o., not the date of submission of the Goods and/or the NEXINEO system for transportation by the Buyer.

NEXINEO s.r.o. will acknowledge receipt of the claim via email, serving as proof of receipt. The condition of the Goods and the NEXINEO system as handed over by the Buyer at NEXINEO s.r.o. will be assessed during the claim process.

INSTRUCTIONS FOR SENDING GOODS AND THE NEXINEO SYSTEM FOR A CLAIM

1. Goods, including the NEXINEO system, should be packed in anti-static packaging and sturdy replacement packaging (e.g. a cardboard box) for shipment, and properly lined so that there is no damage during transport. NEXINEO s.r.o. is not liable for damage occurring during transport. The Buyer is responsible for the condition of the Goods and the NEXINEO system until delivered to NEXINEO s.r.o., as well as for any transportation damage.

2. If the Goods and/or the NEXINEO system do not exhibit the malfunction specified in the Claim Form, NEXINEO s.r.o. may return them to the Buyer at the Buyer's expense. The Buyer must reimburse NEXINEO s.r.o. for these costs within 15 calendar days from their occurrence, based on an invoice from NEXINEO s.r.o. The Goods and/or the NEXINEO system sent for a claim will be tested only for the fault indicated in the Claim Form.

3. The claimed Goods and the NEXINEO system must be well-secured to prevent damage during transport.

To address the defect, NEXINEO s.r.o. may conduct remote diagnostics in cooperation with the Buyer. A NEXINEO s.r.o. service technician will connect to the Buyer's equipment once for diagnosing or rectifying errors, faults or problems with the Goods and/or the NEXINEO system, requiring the Buyer's full cooperation.

NEXINEO s.r.o. will process the claim and address the defect promptly, within 30 days of receiving the claimed Goods and/or the NEXINEO system at the address: Pestovatelska 2, 821 04 Bratislava, Slovak Republic, unless a longer period is agreed upon with the Buyer. In the event that NEXINEO s.r.o. is unable to meet the deadline stipulated in the preceding sentence due to circumstances beyond its control, such as the unavailability of essential components like chips necessary for rectifying the defect in the Goods and/or the NEXINEO system, the period for remedying the defect shall be extended by an additional 30 calendar days. NEXINEO s.r.o. will inform the Buyer of this extension.

NEXINEO s.r.o. will issue a Claim Report upon conclusion of the claim procedure.
 
3. DISCLAIMER

If the protective seal, information sticker or serial number is breached, the Buyer risks rejection of the claim, unless such damage occurs during normal usage. These seals and serial numbers are integral to the Goods and/or the NEXINEO system but do not restrict the Buyer's right to fully use and handle the Goods and the NEXINEO system as intended.             

Warranty coverage does not extend to the situations listed below, and NEXINEO s.r.o. reserves the right to refuse processing the Buyer's claim in cases such as:
 
1.    malfunctions due to non-adherence to usage principles outlined in the operating manual;
2.    failures caused by mechanical damage to the Goods and the NEXINEO system;
3.    electrical damage to the Goods and the NEXINEO system due to unauthorised tampering, network over-voltage, or electrostatic discharge;
4.    malfunctions and damages resulting from operating the Goods, including the NEXINEO system, beyond the specifications provided by the manufacturer and/or NEXINEO s.r.o. (e.g. overclocking, i.e. increasing the clock rate of a computer processor to exceed that certified by the manufacturer, ambient temperature conditions, increased humidity and dustiness, etc.);
5.    damage to the Goods and the NEXINEO system caused by natural elements;
6.    damage to the Goods and the NEXINEO system operated in unsuitable environments or damaged by improper operation. Information technology products, such as those offered by NEXINEO, are designed for operation in a standard office environment. They are not intended for use in dusty, humid, or hot environments.
7.    Warranty does not cover Goods and NEXINEO systems with incomplete, damaged or removed serial numbers or other identifiers.
8.    Warranty excludes Goods and NEXINEO systems with damaged warranty seals, stickers, or other protective marks.
9.    The Seller does not guarantee the functionality of USB peripherals and applications with the NEXINEO System.
10.    Defects and/or malfunctions caused by changes, modifications, updates, or other interference with the operating system or third-party software / software provided to the Buyer by third parties are not covered by the warranty.
11.    The Seller does not guarantee the response times of the NEXINEO system when integrated into an external domain.
12.    The Seller does not warrant against natural wear and tear or natural degradation of the Goods, including the NEXINEO system and its components.
13.    Warranty does not apply to consumable parts used before the end of the warranty period.
14.    Warranty is void for Goods and NEXINEO systems for which the warranty period has expired at the time of receipt for repair.
15.    Faults caused using components not recommended by the manufacturer and/or NEXINEO s.r.o. or the supplier, or by repairs or modifications by unauthorised parties other than the manufacturer and/or NEXINEO s.r.o. or the supplier, are not covered by the warranty.
16.    Warranty does not cover firmware or pre-installed software damaged by improper use, computer viruses, or any resulting damages.
17.    Damage caused using non-original consumables (such as tapes and toners) is not covered by the warranty.
18.    Defects caused by accidental or deliberate entry of liquid, insects, or foreign objects into the product are not covered.
19.    The Goods and the NEXINEO system must show no signs of forced opening.
20.    In cases where equipment consists of multiple components with different warranty lengths, such warranty is voided if the warranty seal or label is broken.
21.    Warranty is void if the software or hardware configuration of the NEXINEO system has been tampered with arbitrarily.
 
4. LIMITED WARRANTY

Consumables (ribbons, toners, nozzle heads, batteries, etc.) are subject to a limited warranty for functional defects only, even if they are included with a printer that has a longer warranty period. If more than 10% of the cartridge is used, the manufacturer will not accept the claim. The Claim Report must include a printout demonstrating the proven defect of the cartridge.
 
5. FINAL PROVISIONS

This Warranty Policy is effective from 1 January 2024 and is published at www.nexineo.com.
The provisions of the Commercial Code apply to the Buyer's claim for Goods, including the NEXINEO system.

 
ANNEX LICENCE AGREEMENT
(hereinafter referred to as the “Agreement”)
 
SOFTWARE AND BASIC PROVISIONS

1.  For the purposes of this Agreement, the Seller is NEXINEO s.r.o., with its registered office at Pestovatelska 2, 821 04 Bratislava, Slovak Republic, Corporate ID 47 020 946, registered in the Commercial Register of the Municipal Court of Bratislava III, Section Sro, entry No. 87516/B.
2.    The Buyer may be a natural person – entrepreneur or a legal entity, including:
2.1.  an individual registered with the Business Register;
2.2.  an individual operating based on a trade licence;
2.3.  an individual conducting business under regulations other than a trade licence, pursuant to special regulations;
2.4.  an individual engaged in agricultural production and registered according to a special regulation, and which acts as part of its business activity, as well as
2.5.  a subject of public law, in accordance with the provisions of § 261 (2) to (5) of Act No. 513/1991 Coll., the Commercial Code, as amended;
2.6.  a school or an educational facility. 
3.    Product refers to a product acquired through the Seller's online store, encompassing the NEXINEO software solution, which comprises the NEXI Board management console, NEXI GO RDP protocol, and the NEXI login screen (hereinafter jointly referred to as the “Software”).
4.   The NEXINEO system (hereinafter referred to as the “NEXINEO system”) comprises the NEXINEO technology equipment (including the NEXI server, NEO virtual desktop devices, network components – switch and router) and the Software. 
5.   By installing or using the Software, the Buyer acknowledges that the Seller is the author and exclusive owner of the Software in question. 
6.   Through the installation or use of the Software, the Buyer is bound by the terms and conditions and the scope of the rights and obligations outlined in this Agreement and expressly agrees to them.
7.   The terms and conditions specified in this Agreement are applicable to the Software. This Agreement supersedes and takes precedence over all other licence terms for the Software, unless those specific licence terms explicitly state that they are to take precedence over this Agreement. Updates to the Software by the Seller (regardless of form or manner) are also subject to this Agreement, unless other terms and conditions contained in or provided directly with the Software Update expressly supersede or modify this Agreement.
 
LICENCE

8.    The Seller hereby grants the Buyer a continuous, perpetual and non-exclusive licence to the Software within the scope detailed in this Agreement. Based on this licence, the Buyer is entitled to use the Software, along with other parts of the Product, exclusively for teaching and educational purposes within a school or an educational facility, or performing its own activities in accordance with the terms set out in this Agreement.
9.    The Software licence granted is limited to the number of NEO virtual desktop devices acquired by the Buyer from the Seller. The consideration for this licence is included in the price for the Product. Under this Agreement, the Buyer is authorised to grant access to the Software exclusively to (i) its employees, (ii) students at the school or educational facility, and/or (iii) third parties when necessary for them to conduct the Buyer's business, limited to the NEO virtual desktop device quantity (hereinafter referred to as “End Users”). 
10.    The subject matter of this Agreement is solely the granting of a licence to the Software, and the Buyer acknowledges that this Agreement does not involve the sale of the Software itself. 
11.    The Seller grants the Buyer specific rights to use the Software as outlined in this Agreement, reserving all other rights it retains in the Software. 
12.    The Buyer is obliged to adhere to all technical restrictions on Software use, allowing usage only in specified ways and prohibiting interference or modification, even through third parties. Unless general binding regulations provide for a broader range of rights compared to this Agreement, the Buyer is entitled to use the Software only as expressly stipulated in this Agreement. In particular, the Buyer is not entitled to:
12.1.    sublicense the Software to third parties;
12.2.    circumvent technical limitations of the Software that are inconsistent with its nature of use;
12.3.    reverse engineer, decompile, or disassemble the Software; 
12.4.    modify, translate, reverse engineer, or otherwise attempt to (i) circumvent, bypass, remove, disable, or otherwise disrupt any of the Software's protection mechanisms contained in the Software itself, including any mechanism used to limit or control the functionality of the Software, or (ii) derive source code or underlying ideas, algorithms, structure, or arrangement from the Software;
12.5.    make copies of the Software and use the Software beyond the scope of this Agreement;
12.6.    provide the Software to others for copying;
12.7.    rent, lease, distribute, or loan the Software;
12.8.    transfer the Software to a third party;
12.9.    use the Software for commercial hosting services;
12.10.    use the Software on any devices or products other than those owned or authorised to be used by the Buyer;
12.11.    disclose the Software, especially for the purpose of enabling its copying by third parties;
12.12.    modify or create derivative works based on the Software or any part thereof, or grant any rights in the Software and its accompanying documentation to any third party, or perform any modifications to any of the foregoing, without the Seller's prior written consent.
13.    The Buyer is entitled to use the Software solely in accordance with this Agreement.
14.    The Buyer is responsible for controlling End User access and is accountable for their use of the Product and Software in accordance with this Agreement. The Buyer is obliged to:
14.1.    ensure that both the Buyer and End Users utilise the Software in accordance with the Agreement;
14.2.    use reasonable efforts to prevent and terminate any unauthorised use of or access to the Software;
14.3.    immediately notify the Seller upon becoming aware of any unauthorised use of or access to the Software. 
The Seller reserves the right to investigate any potential breaches of these obligations by the Buyer using any available technical means. 
15.    The Seller reserves the right to temporarily or permanently prohibit or restrict the use of the Software or the Product as a whole, should it determine that the Buyer is in violation of any of the restrictions (refer to paragraphs 8, 9, and 10 above). 
16.    Notwithstanding paragraph 11 above, the Seller may immediately restrict the Buyer's use of the Software, in whole or in part, if it:
16.1.    reasonably believes that such restriction is necessary to protect the Software, the Seller, or any other purchasers or end users;
16.2.    has a reasonable suspicion of unauthorised third-party access to the Software;
16.3.    considers, on reasonable grounds, that such a restriction is necessary in accordance with the relevant general binding regulations; 
16.4.    determines that the Buyer is in breach of the terms and conditions set out in this Agreement.
17.    The Seller reserves all rights not expressly granted to the Buyer by this Agreement. This includes, but is not limited to, all intellectual property rights in the Software, such as patents, copyrights, trademarks, trade secrets, and other rights of any kind, which shall remain the exclusive property of the Seller or its licensors.
 
THIRD-PARTY SOFTWARE COMPONENTS

18.    The Software is not an operating system and may require a compatible operating system to function on server equipment and end-user devices. It is the Buyer's responsibility to obtain operating system software compatible with their server equipment and end-user devices (e.g. securing the appropriate number of Microsoft Windows Server licences and end-user licences). The Seller shall not be obligated to provide any advice, consultation, or guidance regarding the licensing of any third-party software in this regard. The Seller shall not be liable for any damages, claims, costs, liabilities, and the like, arising from the Buyer's improper or unauthorised use of the Software, Microsoft Windows Server software, or any other third-party software.
19.    The Software may contain Open-Source Software. Copyright and other rights in such Open-Source Software belong to the copyright holders as listed in the applicable Open-Source Software licences; all such Software is distributed to the Buyer under these licences. The Buyer hereby acknowledges its obligation to comply with the terms of all applicable licences pertaining to the Open-Source Software.
 
REGISTRATION, UPDATES AND COMPATIBILITY

20.   The Software must be registered and the existence of a licence under this Agreement verified as described during the installation and setup of the Software, or as otherwise required by the Seller (hereinafter as “Validation”). Validation ensures that the Buyer's copy of the Software is properly licensed. A copy of the Software may not function without Validation. The Software may require re-validation periodically to confirm that it remains properly licensed. During registration and verification, the Software may transmit information about the Software, Product, or devices used by the Buyer to the Seller. This information includes, but is not limited to, the Software's version and key code, the Internet Protocol addresses of the devices, and other details provided by the Software's end user.
21.   If Validation determines that the Software is not properly licensed, its functionality may be restricted, and reactivation may be necessary. The Software may require the Buyer to activate a licensed copy or obtain an update from the Seller. 
22.   The Seller is entitled to update the Software, and the Buyer acknowledges that updates may be necessary for its proper functioning. The Seller cannot be held responsible for the Software's performance if the Buyer fails to allow updates.
23.   The Seller may use the Internet to deliver updates and/or notices related to the Software (hereinafter jointly referred to as “Updates”). The Seller reserves the right to modify the method of delivering Updates at any time. The Buyer shall not interfere with the Updates in any way. 
24.   The Seller is not responsible for any defects in the Software or licence keys that could have been fixed by Software Updates, which the Seller has attempted to provide, but which have not been used due to interference with the Update or failure of the Update.
25.   The Seller may, at its sole discretion, create Software Updates. These Updates may include support and compatibility with operating system updates or service packs, bug fixes, and incremental improvements. However, Updates do not encompass material upgrades to the Software, which are defined as major changes or added features, support for previously unsupported operating systems, or support for new hardware products; such modifications constitute new Software.
26.   The Buyer is entitled to obtain Software Updates exclusively from the Seller or third parties designated by the Seller.
27.   The Software is designed to be compatible with currently supported operating systems and server hardware. Notwithstanding the aforesaid, the Seller does not guarantee compatibility with any operating systems, applications, hardware, software, or their updates or upgrades, nor with updates or upgrades to supported operating systems and server hardware. If the Buyer updates its operating system, applications, hardware, or software, the Seller shall not be liable for any consequences resulting from such updates (non-functionality of the Software, limited functionality, or any other consequences) due to incompatibility between the Software and any such updated hardware or software product.
28.   Updates may also include updates from third-party vendors for software libraries or modules integrated into the Software. The Seller shall incorporate updated software libraries or third-party modules into the Software at its sole discretion and may release an updated version of the Software that incorporates these updates.
29.   The Buyer is entitled to download applications solely for its own use; however, in this case, the Seller shall not be liable for the functionality of such independently downloaded applications, or any malfunction (complete or partial) of the Software caused by any third-party software or hardware.
30.   The Buyer acknowledges that the Purchase Price of the Product does not include licences for programmes that will be run by the Buyer on the NEXINEO server, and that the Buyer is obliged to secure such licences at its own expense.
 
REPRESENTATIONS AND WARRANTIES

31.    The Seller warrants that the Software (and any updates thereto) will be functional for a period of 24 months from the date of receipt by the Buyer unless a separate agreement between the Seller and the Buyer provides otherwise (hereinafter as the “Warranty”). The Warranty does not cover cases of:
31.1.    damage to the Product due to unauthorised modification by the Buyer or a third party;
31.2.    damage to the Product caused by electrical network failure, a lightning strike or other natural disaster;
31.3.    damage to the Product resulting from a virus infection;
31.4.    use of the Product by unauthorised persons or in a manner contrary to the nature of the Product;
31.5.    damage to the protective seals of the Product; 
31.6.    interference with the Product by the Buyer, such as changing the server configuration, or other unprofessional and unauthorised interference with the software of the Product without prior written consent from the Seller;
31.7.    any unauthorised modifications made to the Software by the Buyer, or misuse or abuse of the Software; 
31.8.    use of the Software for purposes other than its intended use; 
31.9.    breach of any terms and conditions of this Agreement by the Buyer. 
32.    The Seller does not warrant that the use of the Software will be uninterrupted or error-free, nor that the Software will meet the specific requirements of the Buyer. The Buyer acknowledges and agrees that the performance of the Software may vary depending on the server equipment, endpoint user equipment, software programmes running on these devices (including the Software), and the network connection. The performance of the Product/Software may be reduced if the processor(s) or other resources of the server become overloaded.
 
TERM OF AGREEMENT

33.    This Agreement shall terminate (and all licences granted herein to the Software shall automatically terminate) without further notice if the Buyer enters liquidation, bankruptcy, or restructuring. 
34.    Either party may terminate this Agreement immediately if: 
34.1.    the other party materially breaches this Agreement; or
34.2.    the other party breaches this Agreement and fails to remedy the breach within 15 days of receiving a notice to remedy.
35.    The Seller may withdraw from this Agreement if it reasonably believes that: 
35.1.    the continued provision of the Software would violate applicable general binding regulations; or
35.2.    the Buyer has violated generally applicable law or caused the Seller to be in violation of general binding regulations.
36.    If the Buyer uses the Software licence in violation of the provisions of this Agreement, the Seller shall be entitled to withdraw from this Agreement.
37.    Upon withdrawal from the Agreement, or termination of this Agreement or its termination pursuant to general binding regulations, the Buyer's right to use the licence to the Software shall also terminate. Furthermore, the Buyer shall be liable for any damage caused to the Seller in its entirety. 
38.    In the event of termination or expiration of this Agreement, the Buyer shall immediately cease using the Software and destroy all copies of the Software. Notwithstanding the expiration or termination of the Agreement, those rights and obligations which by their nature are intended to survive such expiration or termination shall continue, including the disclaimers of warranties and limitations of liability set forth in this Agreement.
39.    Except as expressly provided in this Agreement, termination, expiration, or non-renewal under this Agreement shall not obligate the Seller to refund any fees paid by the Buyer. 
 
COMMON AND FINAL PROVISIONS

40.    This Agreement, including any future amendments, shall be governed by and construed in accordance with the laws of the Slovak Republic.
41.    The Parties agree that any claim or dispute relating to the Software, or this Agreement (including its existence, validity, or termination) shall be resolved by a court of competent jurisdiction in the Slovak Republic. 
42.    The Buyer acknowledges and agrees that the Seller may collect and use information generated by the Software, including, but not limited to, error messages and other reports related to its use and maintenance, to improve the Seller's software and services. The Seller may also share this information with third parties, such as hardware and software vendors, to enhance their products and services.
43.    The Buyer shall not unilaterally transfer or assign any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Seller.
44.    The Seller may unilaterally transfer or assign its rights or obligations under this Agreement, in whole or in part, to one or more third parties, in any way whatsoever.
45.    If any provision of this Agreement becomes invalid due to conflict with general binding regulations or for any other reason, it shall be replaced with a new provision that closely matches the original intent of the parties. If this is not possible, the provision shall be deemed deleted.
46.    Notices under this Agreement must be in writing and delivered by mail. Notices are deemed received on the date of delivery to the Buyer's last known address and, in the case of the Seller, to its registered office address as recorded in the Commercial Register. If a notice cannot be delivered, it is deemed delivered on the fifth day after posting.
47.    Neither party shall be liable for failure to perform due to causes reasonably beyond its control (e.g. fire, explosion, power outage, earthquake, flood, severe storm, strike, embargo, labour dispute, war, terrorism, including cyberterrorism, and acts or omissions of internet service providers or authorities, including the enactment of laws or general binding regulations affecting the provision of online services). This paragraph does not apply to the obligation to properly and timely pay the due obligations of either party. 
48.    The Seller is entitled to unilaterally change the terms of this Agreement, which will be published on its website. These changes take effect on the date specified in the relevant amendment.


 
NEXINEO Frequently Asked Questions