License agreement

This License Agreement (the “Agreement”) governs the rights and obligations between DOKRA s.r.o., registered office Ant. Smutného 372/58, 664 47 Střelice, Czech Republic, Company ID: 23689951, registered in the Commercial Register (the “Provider” or “DOKRA”), and the client (the “Licensee”) in connection with the grant of a licence to software works and services supplied by the Provider.

This Agreement applies exclusively to contractual relationships between legal entities or natural persons acting in the course of business (B2B). The provisions of Czech Act No. 634/1992 Coll., on Consumer Protection, do not apply.

This Agreement forms an integral part of every contract for work, service contract or other contractual arrangement concluded between the Provider and the Licensee, unless the specific contract provides otherwise. In case of conflict, the specific contract prevails.

The parties declare that they have full legal capacity, act freely and seriously, and enter into this Agreement without duress.

Upon full payment of the agreed price and handover of the work, the Provider grants the Licensee a non-exclusive licence, unlimited in time and territory, to use the custom software for the Licensee's own internal purposes.

The Licensee may not sublicense, sell, rent or otherwise transfer rights to the custom software to third parties without the Provider's prior written consent.

The source code remains the property of the Provider unless the specific contract provides otherwise. Handover of the source code must be expressly agreed and paid for separately.

The Licensee may make a reasonable number of backup copies of the software work for the purposes of data backup and recovery.

The Provider grants the Licensee a non-exclusive, non-transferable licence to install and use the plugin/add-in on the number of workstations or user accounts agreed in the contract (the “Licensed Quantity”).

Use of the plugin on more workstations or accounts than the Licensed Quantity is subject to extending the licence and paying the corresponding price.

The Licensee acknowledges that the plugin works together with third-party software (Autodesk Inc. or another vendor). The Provider is not liable for limitations or incompatibility caused by changes to third-party software.

Plugin updates are provided in accordance with the terms of the service contract, if one has been concluded, or according to the Provider's current price list.

The Provider grants the Licensee a non-exclusive right to access the web application / SaaS solution for the duration of the relevant service or operation contract.

This licence ends when the contractual relationship ends (expiry, notice, withdrawal from the contract), unless the parties agree otherwise.

The Licensee is responsible for its Users' access credentials and for all actions performed through its account.

Data entered into the application by the Licensee remains the property of the Licensee. The Provider may process such data solely for the purpose of operating the service and in accordance with the applicable data processing arrangements.

All intellectual property rights in the software work, including copyright under Czech Act No. 121/2000 Coll. (the Copyright Act), remain the exclusive property of the Provider, unless a transfer of economic copyright is agreed in the specific contract.

The licence granted under this Agreement does not constitute a transfer of copyright. The Licensee acquires only the right to use the work to the extent set out in this Agreement and the specific contract.

The Licensee may not register the software work or any part of its code as its own intellectual property, patent or trade secret.

The Licensee undertakes to inform the Provider without delay of any infringement of the Provider's intellectual property rights by third parties that comes to its attention.

Where the Licensee has provided the Provider with data, specifications or other materials for the development of the work, the Licensee declares that it is entitled to provide them and that their use will not infringe the rights of third parties. The Licensee is liable for any third-party claims arising from such infringement.

The price for the licence, or for the development of the software work, is set out in the specific contract or in the Provider's quotation.

Prices are stated exclusive of VAT. VAT is charged at the statutory rate applicable on the date of the taxable supply.

Invoicing follows the terms of the specific contract, as standard after the final handover and acceptance of the work by the Licensee. The Licensee must pay the invoice within the due date stated on it.

In the event of late payment, the Provider may charge default interest of 0.05 % of the amount owed for each day of delay.

The Provider may suspend access to SaaS or service support until the Licensee has paid all amounts due.

The Provider declares that it is entitled to enter into this Agreement and to grant licences to software works to the extent set out in the contract.

The Provider warrants that, for the warranty period agreed in the specific contract, the software work will function in accordance with the written specification or documentation. The warranty period starts on the date of handover and acceptance of the work.

Except for the express warranties set out in this Agreement, the software is supplied “as is”. The Provider gives no other warranties, express or implied, beyond those required by mandatory law.

The Provider's total liability for damage arising in connection with this Agreement or the contract is limited to the price paid by the Licensee for the specific software work or licence in the 12 months preceding the damage.

The Provider is not liable for indirect, incidental, consequential, special or punitive damages, loss of data, loss of profit or business interruption, even if it was informed in advance of the possibility of such damages.

The limitations in clauses 8.1 and 8.2 do not apply in the case of gross negligence or intentional wrongful conduct by the Provider, or where mandatory provisions of law exclude limitation of liability.

The Licensee is responsible for properly securing access to the software work and for damage caused by unauthorised access by third parties using its login credentials.

Both parties undertake to keep confidential the other party's Confidential information obtained in the course of the contractual relationship and not to use it for any purpose other than performance of the contract.

Confidential information does not include information that is or becomes publicly available without breach of this obligation, or that the party knew before entering into the contract without any duty of confidentiality.

The duty of confidentiality lasts for 5 years after the end of the contractual relationship, unless the specific contract sets a longer period.

The Provider may name the Licensee as a reference client in its marketing materials and on its website, unless the Licensee objects in writing.

The licence to custom software is granted for an indefinite period, unless the specific contract provides otherwise. The licence to SaaS and web applications is granted for the duration of the operation contract.

After the licence ends, the Licensee must stop using the software work and, at the Provider's request, delete or return all copies of it, except backup copies kept to meet archiving obligations.

Termination of the licence does not affect rights and obligations that arose before it took effect, in particular the obligation to pay any outstanding price.

This Agreement is governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll. (the Civil Code) and Act No. 121/2000 Coll. (the Copyright Act), as amended.

The parties undertake to try to settle any disputes arising from this Agreement amicably within 30 days of delivery of a written notice to the other party.

If a dispute is not settled amicably, it will be decided by the court of the Czech Republic having subject-matter and territorial jurisdiction.

This Agreement constitutes the entire agreement of the parties regarding the subject of the licence and supersedes all prior oral and written arrangements on the same subject.

Any amendments and additions to this Agreement must be in writing and agreed by both parties. The Provider may update the Agreement unilaterally; a new version takes effect upon publication on dokra.cz with 30 days' notice, during which the Licensee may terminate the contract.

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain valid and effective.

The parties exclude the application of Section 1765(1) of the Czech Civil Code (substantial change of circumstances) to the fullest extent permitted by law.

This Agreement is drawn up in the Czech language. In the case of a translation into another language, the Czech version prevails.