1. Introductory Provisions

1.1 Behavio Labs s.r.o., with its registered office at Poupětova 1339/3, Holešovice, 170 00 Prague 7, ID No.: 04253931, entered in the Commercial Register maintained by the Municipal Court in Prague under File No. C 243963 (“Behavio Labs”), hereby issues the following General Terms and Conditions of Business for the Behavio Application with effect from 1st November 2023 (“General Terms and Conditions”). These Terms and Conditions govern primarily the conditions for the use of the Web Pages and the Application and the provision of Services to a Client.

2. Definition

2. For the purposes hereof, the terms listed below have the following meaning:

“Analysis”: Processing and outcome of a consumer survey, as provided to the Client based on the Client’s survey specification entered in the Application.

“Application”: A platform on the Web Pages hereunder, through which the Services are provided to the Client.

“Behavio Labs“, “We”, “Us” or „Our“: Behavio Labs s.r.o., with its registered office at Poupětova 1339/3, Holešovice, 170 00 Prague 7, ID No.: 04253931, entered in the Commercial Register maintained by the Municipal Court in Prague under File No. C 243963.

“Confidential Information”: Information specified in Article 9.1 hereof.

“Web Pages”: The pages on the address behaviolabs.com and behavio.app.

“Client” or „You“: A natural or legal person that has entered into a Contract with Us and on whose behalf the Application and the Services are used by Users.

“Client’s Materials”: Advertisements and advertisement concepts, trademarks and other intellectual property of the Client (logos, web pages, products, marketing tools, and the like) which the Client provides to Behavio Labs in relation to the provision of the Services.

“Methodology”: Intellectual property, know-how, processes, software, tools, methodologies, models, research methods, algorithms and other processes used to process and develop Behavio Labs Analyses.

“Fee”: The price for the Services provided, as the price is specified in the Application.

“General Terms and Conditions”: These General Terms and Conditions of Business for the Behavio Application.

“Subscription Fee”: The Fee paid for any and all Services available during a relevant period (e.g., a month).

“Services“: Any and all services, tools, workshops/webinars/seminars and trainings currently offered via the Application, but mainly the commissioning and provision of Analyses.

“Contract“: A contract made between the Client and Behavio Labs for the purpose of use of the Application and the Services.

“Parties”: The Client and Behavio Labs.

„User“: A registered user of the Application who uses the Services and the Application pursuant to a Contract entered into between the Client and Behavio Labs.  A User is deemed to be an employee, agent, supplier of the Client or any other person authorized to use the Application under a Contract between the Client and Behavio Labs.

3. Use of Web Pages

3.1 Each instance of use of the Web Pages is subject to these General Terms and Conditions. You may not use the Web Pages unless you agree with these General Terms and Conditions.

4. Registration; Account

4. 1 To be able to use the Services, You must sign up for the Application via the Web Pages.

4.2 The Contract between the Parties is entered into upon the registration (receipt of an e-mail confirmation that the Client’s account has been created).

4. 3 The Contract may be entered into by a User acting on behalf and on the account of the Client. For such purpose, Behavio Labs may request a related certificate of authorization or confirmation that the User is authorized to act on behalf of the Client. Behavio Labs reserves the right to cancel a Client account and any related User accounts provided that the Client account is established by a person unauthorized to act on behalf of the Client.

4.4 Behavio Labs hashes passwords for all the accounts. Access to the accounts and passwords is granted only to specific Users or the Client. Behavio Labs is not held liable for damage incurred due to the violation of fundamental security principles.

4.5 The terms and conditions hereof which concern the Client apply by analogy to the User to the extent practicable. The Client agrees and declares that all the Users registered under the Client’s account were familiarized with and gave consent to these General Terms and Conditions. Any breach hereof by a User is considered to constitute breach of these General Terms and Conditions also by the Client, with the Client being held fully liable for any such breach.

5. Services

5.1 The Services are provided only to such Clients who have entered into a Contract with Us.

5.2 The Services are provided to the Client in the extent and under the terms and conditions stipulated by these General Terms and Conditions and the Contract. The Contract may deviate from these General Terms and Conditions if the Parties so agree writing.

5.3 The Client has access to more detailed information on the Services and their functionalities in the Application. The Client may order particular Services (especially Analyses) via the Application. Some Services (educational videos, workshops/webinars/seminars, professional articles and analyses) are accessible in the Application to any and all Users automatically, without the need to place an order, on the basis of the Subscription Fee.

5.4 The Services consisting of performing and providing an Analysis rendered upon an order placed in the Application. An order of an Analysis is made when it is sent via the Application and accepted by Behavio Labs upon Behavio Labs’ confirmation of the order receipt . An order of any other Services is made when the Fee is paid in case of Services provided against a one-off payment or when the Subscription Fee is paid in case of Services provided on the basis of the Subscription Fee.

5.5 Upon the prior written agreement between the Parties, Services provided against a one-off payment or the Subscription Fee may be ordered by entering a request for making such Services accessible, with the Fee or the Subscription Fee for such Services to be paid after the Services are provided or the provision of the Services subscribed for is commenced.

6. Payment Terms; Invoicing

6.1 One-off Services (Analysis) are rendered against prices specified with regard to particular Services in the Application or prices agreed on in the Contract (“Fee”). The remaining Services may be used without limitation for a specific period based on the subscription prices or such remaining Services as specified in the Application or free-of charge (“Subscription Fee”).

6.2 The payment of the Fee for one-off Services or the Subscription Fee is to be made i) via an electronic payment means available in the Application, or ii) on the basis of a tax document (invoice) delivered upon the prior written agreement between the Parties.

6.3 Behavio Labs becomes entitled to the payment of the Fee or the Subscription Fee simultaneously with the sending of a Service order. The Fee for the Services is not refunded if the performance within the extent of the particular Service is provided at least in part. To the extent that the Application so specifies, the Fee for a certain quantity of one-off Services may be included in the Subscription Fee. If so, Behavio Labs is entitled to the full amount of the Subscription Fee even though the Contract is terminated prematurely.

6.4 Any invoice – tax document must specify the billing information as entered in the Client’s profile. The date of taxable supply is the date when the Service was ordered.

6.5 We hereby reserve the right to adjust the Fee or the Subscription Fee or to introduce new fees for the Services at any time during the term of the Contract, with the Client to be notified by Us no later than 14 days prior to such adjustment or newly introduced fee. If You do not agree with the adjustment of the Fee or the Subscription Fee, you may terminate the Contract at any time during a fourteen-day period after the adjusted Fee or Subscription Fee was notified. If you continue using the Services after the said period expires, You are deemed to have given consent to the adjustment of the Fee or the Subscription Fee. However, no Subscription Fee adjustment applies to a future period for which the Subscription has been purchased and paid by the Client if such Subscription was purchased and paid prior to the notification of the adjustment.

7. Analysis

7.1 The key Services that can be ordered by the Client via the Application is the performance and drawing up of an Analysis.

7.2 For any such Analysis to be made, the Client must enter all the requirements and any necessary Client’s Materials in the Application. If, in the opinion of Behavio Labs, the Client’s materials provided to Behavio Labs are insufficient or incomplete for the given purpose, Behavio Labs reserves the right to ask the Client to complete the Client’s Materials, with any Service provision periods being stayed until the Materials are completed as required. After a request for an Analysis is placed, Behavio Labs contacts, via Behavio Labs’ contractors, suitable respondents to participate in the Analysis. The Analysis is drawn up within three (3) weeks after commissioned. The Analysis will be made accessible to the Client via the Application, of which the Client will be notified.

7.3 Any Analysis is processed in an automated way, by applying the Methodology to the inputs received from the Client and the respondents. Prior to being provided to the Client, the Analysis is checked by Behavio Labs.

7.4 The Client acknowledges that Behavio Labs does not have access to the data of particular respondents participating in the Analysis and, therefore, the Client does not and cannot have access to such data. Any and all Analysis and related data are provided in an anonymized and aggregated form by reason of the protection of the respondents’ privacy.

7.5 The Client agrees that Behavio Labs may use the Analyses for Behavio Labs’ internal needs in order to improve their services and make benchmarks and other similar aggregated outcomes and researches. However, Behavio Labs may not publish any Analysis without the consent of the Client.

7.6 Behavio Labs hereby reserves the right to refuse to accept a Client’s order of an Analysis provided that carrying out such an Analysis is against Behavio Labs’ principles and values. Insofar as the performance of the Analysis has already been initiated and Behavio Labs obtains knowledge of any ethical reasons which might lead to the Analysis not being completed, Behavio Labs reserves the right to suspend or cancel the performance of the Analysis. If so, the amount previously paid by the Client of the uncompleted part of the Analysis will be refunded. Behavio Labs shall not be held liable for any damage or loss which might be incurred by the Client as a result of the refusal to make the Analysis or if the Analysis is not completed on ethical grounds.

8. Intellectual Property

8.1 Upon ordering any Service, the Client acquires a non-exclusive licence for the use of such Service, the license being granted for use in the extent and in the manners described in the Application. The Client may not assign the licence, grant sub-licenses or otherwise make the Client’s account accessible to third parties.

8.2 The Client hereby grants Behavio Labs a non-exclusive licence for the use of the Client’s Materials, such licence to be of an extent and granted for the methods of use necessary to make and draw up the Analysis. The licence applies to any and all suppliers of Behavio Labs contributing to the making and drawing up of the Analysis. The Client represents and warrants that they possess any and all authorizations necessary to grant a licence under this paragraph.

8.3 If in using the Services the Client uses copyrighted works, trademarks or any other intellectual property rights, the Client is obligated to obtain any related permissions for using the same.

8.4 The Client further agrees and acknowledges that the Client is obligated to incorporate the logo of Behavio Labs in each outcome of the Services if such outcome is to be presented or published in any other way.

8.5 The Client agrees that Behavio Labs may use the outcomes of the Services and any related data in an anonymized form for statistical and internal purposes but only in such a manner that the Client cannot be identified.

8.6 The Client may not decompile or reverse engineer any part of the outcome resulting from the Services, the Services or the Application. The Client must refrain from using the outcome of the Services for the purpose of developing a product or service competing with the Services provided by Behavio Labs.

9. Confidential Information

9.1 The Contract, any Analysis, documentation, know-how, processes, financial and marketing information, communications and other types of information disclosed by the Parties hereunder are considered Confidential Information.

9.2 The Parties agree to refrain from misusing any Confidential Information and from disclosing Confidential Information or otherwise making it accessible to third parties without the prior written consent of the other Party. The Parties further agree that the same confidentiality obligation will be observed by their employees and suppliers.

9.3 The provisions of this Article do not apply to the Confidential Information as follows:

a) Confidential Information that represents the outcomes of the Services, including the Analyses, and any related data used in accordance with Article 7.5 and Article 8.5 hereof;

b) Confidential Information which is or becomes available in the public domain in a manner other than breach of these General Terms and Conditions;

c) Confidential Information which is disclosed to the advisors of the Parties who are bound by a confidentiality obligation of an extent identical to that of the Parties;

d) Confidential Information provided to competent state and other administrative authorities and courts insofar as the Parties are obligated to provide such information to the said authorities and courts under generally binding legal regulations. In such cases, the Parties must notify each other in writing of such fact, including the extent of the information being disclosed.

10. Liability

10.1 The Client must compensate Behavio Labs for any damage arising from any Client’s act made in relation to the Contract. The Client must compensate Behavio Labs for any harm to Behavio Labs’ reputation arising from any Client’s act.

10.2 Behavio Labs is not held liable for damage incurred in connection with the use of the Services, Analyses and Methodolgies and for the content of and information contained therein.

10.3 The Client agrees and acknowledges that events may occur beyond the control of Behavio Labs which may have an impact on the availability of the Web Pages, the Application or the functionality of the Services. Behavio Labs is not held liable for damage which may be incurred by the Client in relation to such events.

10.4 If Behavio Labs is obligated to compensate the Client for any damage, the extent of such compensation will not exceed the amount equal to the Fee or the Subscription Fee for the Services provided during the relevant calendar year.

11. Client’s Materials; Unauthorized Use of Services and Analyses

11.1 The Client’s Materials and the use of the Services or the Analyses by the Client must not:

a) be at variance with Czech laws;

b) be against good morals and ethical rules, or pose a threat to public order;

c) have the potential of causing damage to Behavio Labs or any third party;

d) have the potential of inflicting damage upon the reputation of Behavio Labs;

e) be intended to promote and disseminate extreme-left or extreme-right opinions aiming at suppressing human rights and freedoms or spreading ethnic, racial, religious or class hatred or hatred against any other group of people.

11.2 The Client must refrain from using any materials or information files on the Web Pages and in the Application which:

a) contain viruses or other technical components which do or have the potential to cause damage to the Web Pages and/or the Application hardware or software or the data stored on the servers of Behavio Labs;

b) are against copyright or any other intellectual property rights of third parties; or

c) have the potential of damaging personality rights of individuals, rights in a business name or trade secrets or are inconsistent with fair competition and have the potential of inflicting damage upon competitors or consumers.

11.3 The obligations arising from Article 11.2 hereof apply also to the Client’s Materials.

12. Personal Data Protection

12.1 In processing personal data pursuant to a Contract with the Client, Behavio Labs has the status of data controller in relation to the personal data of the Client and the Users.

Information on Personal Data Processing 

12.2 We hereby declare that in acting as a personal data controller, We process personal data in accordance with Regulation (EU) 2016/679 of the European Parliament and the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”).

12.3 We process the personal data (identification and contact information) of the Client and the Users using the Client Account (“Personal Data”) for the purpose of performing the Contract and in Our legitimate interest (“Purpose of Processing”). A legitimate interest subsists in processing for the purposes of debt collection, as the case may be, or inspections made by public authorities.

12.4 Personal data may be disclosed to Our employees, lawyers or suppliers, but only insofar as required for the Purpose of Processing. Personal data may further be provided to the following processors:

4.a) Google LLC (tools for communication and verification);

4.b) Timony s.r.o. (telephone verification);

4.c) Mailchimp / The Rocket Science Group, LLC (newsletter distribution tool);

4.d) HubSpot (CRM system for client records).

The majority of the said processors have a very limited access to Personal Data. Personal Data are sometimes, but only to a minimum extent, transmitted to other processors. No processor may use Personal Data for its own, marketing or any other purposes. Some processors are seated outside the European Union, e.g. in the USA. We have agreements with all the processors who committed themselves to delete on a regular basis any Personal Data so transmitted and refrain from using such Personal Data for their own purposes. We do not transmit Personal Data in any other manner outside the EU.

12.5 Personal Data are processed for a period necessary for accomplishing the Purpose of Processing, i.e., for the term of the Contract at least. Thereafter, Personal Data are processed for a period for which we must retain such Personal Data in accordance with generally binding legal regulations.

12.6 As a data subject, You have the rights as follows:

6.a) the right to request that the Personal Data be made accessible to You;

6.b) the right to the rectification, erasure or restriction of processing of the Personal Data;

6.c) the right to object to the processing of the Personal Data;

6.d) the right to the portability of the Personal Data;

6.e) the right to file a complaint with the Personal Data Protection Office.

12.7 Because Personal Data are provided on the basis of a contractual requirement and, at the same time, Personal Data are necessary for providing the Services, any failure to provide the same constitutes an impediment to the conclusion and performance of a Contract.

12.8 You may contact Us in connection with the processing of Your Personal Data by email on info@behaviolabs.com or in writing on Behavio Labs s.r.o., Poupětova 3, Holešovice, 170 00 Prague 7.

13. Term of Contract

13.1 The Contract is made for an indefinite period of time. The Contract may be terminated by agreement between the Parties or by notice given without cause. The Client may terminate the Contract by notice at any time, by entering a request for the registration cancellation in the Application. Behavio Labs may terminate the Contract by giving sixty-day notice by way of e-mail delivered to the Client’s contact address or by a postal service to the address of the Client’s registered office or place of residence. Upon the cancellation of the Client Account, the User Accounts linked with it are automatically cancelled, too.

13.2 Behavio Labs may withdraw from the Contract with immediate effect if any declaration, data or information regarding the registration of the Client or User prove to be false, incomplete or misleading. Furthermore, Behavio Labs may withdraw from the Contract with immediate effect if the Client breaches substantially these General Terms and Conditions or the Contract, in particular (without limitation to) the provisions of Article 11.1 and/or Article 11.2 hereof. Withdrawal from the Contract may be notified by way of email delivered to the Client’s contact address or by a postal service to the address of the Client’s registered office or place of residence.

13.3 If the Contract is terminated by agreement between the Parties or by notice given by the Client having an active Subscription, Behavio Labs must give the Client access to the outcomes of the Services (including the Analyses) for 3 years from the termination of the Contract in the Application.

13.4 The Parties’ rights and obligations arising from the provisions given below survive the expiration or termination of the Contract: 8 (Intellectual Property); 9 (Confidential Information); 10 (Liability); 11 (Client’s Materials; Unauthorized Use of Services and Analyses); 12 (Personal Data Protection); 15 (Governing Law and Jurisdiction), and other rights and obligations whose performance or observation is expected also after the Contract is terminated or expires.

14. Amendments

14.1 These General Terms and Conditions may be amended by Us provided that Behavio Labs gives You prior notice (no later than 30 days before such amendment enters into effect) and the opportunity to response or to terminate the Contract. If you continue using the Services after the amendment takes effect, the amendment will be considered accepted.

15. Governing Law; Jurisdiction

15.1 These Terms and Conditions are governed by the Czech laws. Any matters not specifically regulated by the Contract or these General Terms and Conditions are governed by applicable legal regulations of the Czech Republic.

15.2 The Parties agree that only the courts of the Czech Republic are competent to resolve any disputes arising from the Contract or these General Terms and Conditions. The court having proper jurisdiction to decide any such dispute is the court having general jurisdiction over Behavio Labs.

16. FINAL PROVISIONS

16.1 If any provision hereof proves to be invalid, ineffective, unfeasible, at variance with legal regulations or unenforceable, the remaining provisions hereof remain unaffected in their effectiveness or enforceability. In such situation, the Parties will agree on a new provision as close as practicable to the meaning and purpose of the original provision and the intent of the Parties as expressed herein.

16.2 The Parties agree that if any change of circumstances occurs or one Party is uncapable of performing the Contract, such change or incapability does not constitute a reason for terminating these General Terms and Conditions or the Contract. The Client hereby assumes the risk of change of circumstances under S. 1765 (2) of the Civil Code.

16.3 The Parties exclude application of S. 1740 (3) of the Civil Code whereunder a contract is entered into also without fully consenting demonstrations of will of both the Parties.