General Terms and Conditions
1.0 Introductory provisions
1.1 Ostratto, with its registered office 2440 The Quadrant, Aztec West, Bristol, BS32 4AQ is a UK HMRC registered limited entity with number 12973744 and VAT registered number GB383849251, (hereinafter referred to as the “Provider“), besides providing the Ostratto Services, is authorised based on legal relations with certain Third Parties, to mediate certain services of Third Parties for its Customers.
1.2 The relation between the Provider and Customer abides by these Conditions unless the Provider and Customer agree upon otherwise in writing for a particular case.
1.3 These Conditions apply to (i) all brokering of the Third Party Services by the Provider for the Customer, and (ii) providing the Ostratto Services by the Provider.
1.4 The Provider is neither an operator nor a provider of the Third Party Services themselves unless provided elsewhere otherwise. The conditions for using the Third Party Services and other related rights and obligations are dealt with in a separate legal relation between the Customer and the Third Party which provides or operates the relevant Third Party Service.
2.0 Definitions in this Agreement unless expressly stated otherwise
2.1 Customer. The Customer means a user of the Third Party Services and/or Ostratto Services based on a contractual relation with the Provider.
2.2 Third Party. A Third Party means any entity other than the Provider or Customer.
2.3 Contractual parties. The Contractual Parties mean the Provider and Customer.
2.4 Third Party Services. The Third Party Services mean services provided by a Third Party which the Provider brokers for the Customer based on a legal relation with the Third Party. A detailed specification of individual Third Party Services is on the Provider’s website: www.ostratto.com.
2.5 Ostratto Services. The Ostratto Services mean services provided directly by the Provider.
2.6 Use of Services. The Use of Services is understood to include all usage of the Third Party Services or Ostratto Services performed by the Customer.
2.7 Personal Data and related terms. The Personal Data and related terms shall have the meanings ascribed to them in the EU Regulation. The parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Personal Data.
2.8 EU Regulation. EU Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 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).
2.9 Contract. The Contract means a contract concluded by the Provider and Customer dealing with the brokering of the Third Party Services and/or providing the Ostratto Services for the purpose of determining the Contracting Parties’ rights and obligations.
2.10 Conditions. The Conditions mean these Ostratto General Contract Terms and Conditions.
2.11 Third Parties’ Contractual Conditions. Third Parties’ Contractual Conditions mean the conditions resulting from the legal relation between the Customer and a Third Party which provides or operates the relevant service of the Third Party Services. The Customer can obtain Third Parties’ Contractual Conditions from the relevant providers/operators of the Third Party Services unless the Provider refers to them directly on its website: www.ostratto.com.
3.0 Subject-matter of the Contract
3.1 The Provider undertakes to arrange access to the Third Party Services for the Customer and/or provide the Customer with the Ostratto Services within the scope under the Contract, and the Customer undertakes to pay the charges under the Contract in relation with providing the relevant services or access to the relevant services.
4.0 Conditions for using the Third Party Services
4.1 This part of the Conditions only applies to using the Third Party Services.
4.2 Third Party Service operation. The Customer understands that the Provider is neither an operator nor a direct provider of the Third Party Services themselves, but it only mediates the Third Party Services for the Customer. The conditions for using the Third Party Services and other related rights and obligations are stated in Third Parties’ Contractual Conditions.
4.3 Consent to Third Parties’ Contractual Conditions. By conclusion of the Contract, the Customer undertakes that it will adhere to Third Parties’ Contractual Conditions when using the Third Party Services. The Customer is obliged to make reasonable efforts to eliminate a misuse of the Third Party Services by unauthorised entities.
4.4 Administration and setting of the Third Party Services. All administration and setting of the Third Party Services must be carried out solely by the Customer or an authorised person with its own means and at Customer’s responsibility unless agreed upon otherwise by the Contractual Parties. Unless agreed otherwise, support provided by the Provider is subject to a fee as defined by price-list published by the Provider.
4.5 Quality and availability of the Third Party Services. By signing the Contract, the Customer undertakes and agrees that the responsibility for the quality and availability of the Third Party Services is borne solely by the relevant provider/operator of the Third Party Services unless agreed upon otherwise by the Contractual Parties. The quality and availability of the Third Party Services and the settlement methods and claims resulting from the responsibility for defects in the Third Party Services abide by the relevant Third Parties’ Contractual Conditions.
4.6 Technical support. The technical support related to the Third Party Services abides by the relevant Third Parties’ Contractual Conditions. The Provider is not obliged to provide either the Customer or end users with any technical support for the Third Party Services unless agreed upon otherwise by the Contractual Parties.
4.7 Responsibility. The Customer is obliged to refrain from using the Third Party Services in such a way that would contradict the rule of law of the country in which the Customer, Provider or relevant provider/operator of the Third Party Services and possibly their subsidiaries have their registered offices, or which would interfere in third entities’ rights or justified interests. The Provider is not responsible for a loss caused by activities or neglect of the provider/operator of the Third Party Services.
5.0 Conditions for using the Ostratto Services
5.1 This part of the Conditions only applies to using the Ostratto Services.
5.2 Ostratto Service operation. The Ostratto Services are provided by the Provider directly, i.e. on its behalf and at its own responsibility. The Provider will meet its obligation to provide the Ostratto Services by rendering the services in the scope under the Contract.
5.3 Conditions for providing the Ostratto Services. The providing of the Ostratto Services which are, with respect to their character, non-recurring services (i.e. the services are not provided repeatedly during a certain period) is not affected by Art. 7.2, 7.3, 7.5, 11.2, 11.3, possibly by other parts of the Conditions if they are non-applicable with respect to the character of the relevant services.
5.4 Term and scope of rendering the Ostratto Services. The terms agreed for providing the Ostratto Services, if they are non-recurring services, and their scope, are determined in the Contract.
6.0 Common conditions for the Use of Services
6.1 The place of providing Services. The Services are provided online via a tool provided by the Provider.
6.2 The process of concluding the Contract. The Contract may be concluded, besides any other official means provided by the Provider, in written form, or by written or email order of the Customer and a written or email confirmation of the Provider, or online via a tool provided by the Provider, on the basis of an order of services and the Customer’s acceptance of these Conditions, and confirmation of the order by the Provider in case of Services that require this confirmation and are marked accordingly; in such case the Contract is concluded by confirmation provided by the Provider. If a confirmation of the order is not required, the Contract is concluded upon submission of the order for services by the Customer. The Contract consists of these Conditions and, where applicable, other business terms and conditions that apply to the relevant services, and the specifications of the subject and terms of services in the Customer’s order or the Contract.
6.3 Cooperation. The Provider and Customer are obliged to provide each other with all necessary cooperation to fulfil the purpose of the Contract. In particular, they are obliged to communicate, without undue delay, all significant facts which could affect the performance under the Contract or its conditions and technical aspects related to access to the Third Party Services or Ostratto Services if this is possible with respect to their character.
6.4Limitation of Liability. In view of the scope and character of the provided services, circumstances under which the Contract was concluded, the Contracting Parties’ positions, and the expected amount of the loss, the Contractual Parties have agreed that the responsibility for a loss is limited, in case of a claim for damages, to the amount of the Customer’s payment for the Third Party Services or Ostratto Services in the past 12 months.
6.5 Restrictions. Customer will not, and will not allow third parties under its control to:
(a) Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services.(b) Use the Services for high risk activities, such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.(c) Sublicense, resell, or transfer the Services or any rights in the Services.(d) Authorise or permit any portion of the Services to be accessed by another other than Customer End Users.(e) Use any component, library, database or other technology included in the Services other than in connection with Customer’s use of the Services.(f) Process or store any Customer Data that is subject to the International Traffic in Arms Regulations.(g) Use the Services in any unlawful manner or to facilitate any unlawful acts.
6.6 Unauthorised Use. Customer will use commercially reasonable efforts to prevent unauthorised access to or use of the Services through its accounts, and will promptly notify the Provider of any actual or suspected unauthorised access or use of which it becomes aware.
6.7 Feedback. The Provider may use Customer’s feedback about the Services without obligation to Customer, and Customer irrevocably assigns to the Provider all right, title, and interest in that feedback. The Provider can use the Customer’s feedback without any limitation, in particular, share the Customer’s feedback with other entities and publish such Customer’s feedback.
7.0 Invoicing and payment
7.1 Price for the Third Party Services and Ostratto Services. Third Party Services will be charged in accordance with the current prices stated on the Provider’s or Third Party’s website. The Customer is obliged to pay the charges at the current prices for the services, unless agreed upon otherwise by the Contractual Parties. The prices for the Ostratto Services are set by an explicit agreement of the Contractual Parties in the Contract.
7.2 Invoicing and payment terms. All payments due are in the currency indicated in the Contract or invoice (as applicable). Customer will pay for the Services by one of the methods below:
a) Credit or debit cardIt the Customers chooses payment by credit card, debit card or another payment method, the charges for the services under the Contract will be due at the start of the month during which the Customer is using the relevant services. Fees shall be considered immediately overdue if the Provider does not receive such payment within 5 days of attempting to charge Customer’s credit card or debit card.b) Payment by bank transferProvider may, in its absolute discretion, allow Customer to pay for the Services by bank transfer. If Customer chooses to pay by bank transfer, Customer shall pay for the Service before or on the due date of the relevant invoice sent by Provider to Customer. Fees shall be considered immediately overdue in the event that Customer fails to pay within 1 day of the due date of the invoice.c) Other payment methodsThe Customer may choose another payment method based on an agreement with the Provider.
7.3 Invoicing of the Ostratto Services. If the provision of the Ostratto Services is non-recurring, the services will be invoiced after the proper provision of the services by the Provider based on an invoice complying with the requirements under these Conditions, and issued by the Provider, unless agreed upon otherwise in the Contract. Other services of the Ostratto Services will be charged in the standard way under Art. 7. of these Conditions.
7.4 Delayed payment. If the Customer is in delay with payment under the Contract, the Provider is entitled to claim late payment interest from the Customer at the highest rate permitted by law of the outstanding amount from the due date to the date of full payment of the outstanding amount. In this case, the Customer bears all cost (including fees for legal representation) which the Provider suffers upon collecting those outstanding amounts. The Provider also reserves the right to take payment from an alternative payment method on file should conventional payment collection attempts fail or payment is overdue - this includes the use of card payment facilities.
7.5 Suspension of services because of delay. If the Customer is in delay, the Provider is entitled to suspend the Customer’s access to the Third Party Services or Ostratto Services on the following conditions:
a) Suspension. Customer will have 10 (ten) days to pay Provider overdue Fees. If Customer does not pay Provider overdue Fees within 10 (ten) days from the overdue date, Provider will reserves the right to suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Provider all outstanding Fees. The Customer is aware and accepts the risk of loss of any or all Customer data in case of suspension of Third Party Services; nor the Provider nor the Third Party takes any responsibility for keeping Customer data in case of suspension of Third Party Services longer than 30 days.b) Restoration of services. The Provider is obliged to give access to the selected Services not later than on the first working day following the day of crediting the whole outstanding amount to the Provider’s account. The Provider will notify the Customer of opening the access to the selected Services electronically by sending a message to the e-mail address stated in the Contract or an order.c) If the Customer is in delay for a period longer than 30 (thirty) days, the Provider may withdraw from the Contract for the reason of its substantial breach by the Customer. This does not affect the Provider’s right to getting the outstanding amounts, and possibly other rights connected with the Customer’s delay.
7.6 Taxes. Customer is responsible for any Taxes, and Customer will pay to Provider for the Services without any reduction for such amounts. If the Provider is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides the Provider with a valid tax exemption certificate authorised by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Provider, Customer must provide the Provider with an official tax receipt or other appropriate documentation to support such payments.
8.0 Personal data protection and confidential information protection
8.1 Personal data protection. If the Customer hands over any personal data to the Provider in connection with the performance of the Contract, the Provider shall protect the personal data by the means of advanced technologies corresponding to the level of technology development and requirements of the EU Regulation. The Provider declares that it has taken measures to protect the data against unauthorised interferences of third persons. However, the Provider is not responsible for possible unauthorised interferences of third persons through which those persons get unauthorised access to the Customer’s and individual users’ personal data, and will use, utilise or misuse the data, or make them available to third persons. The Customer declares that it is aware of risks resulting for the Customer from the above-mentioned unauthorised interferences of third persons.
8.2 Purpose of processing. Personal data of the Customer, who is a natural person - entrepreneur, or personal data of the contact person and/or individual users of the Customer, who is a legal person, are processed for the purposes of registration of the Customer, performance of the Contract and sending marketing communications related to the performance of the Contract either by Provider or Third Party depending on the particular Third Party Service. Personal data is provided to the Provider either directly by the data subject or the Provider obtains the data from commercial registry or other registry established by the law in the scope necessary for issuing a tax invoice
8.3 Legal titles of processing. The legal title of the processing of personal data for the purposes of registration of the Customer is the performance of the Contract and the fulfillments of legal obligations in connection with the keeping of accounting and tax documents and supporting documents. The legal title of the processing of personal data for the purpose of sending marketing communications related to the performance of the Contract is Provider’s legitimate interest of pursuing its commercial activities.
8.4 Restriction on handling the data. The Provider will not, without the Customer’s prior consent, process, share, sell or use the provided personal data in such a way that would contradict these Conditions or the Contract.
8.5 Personal data processing. The Provider is entitled, when fulfilling the obligations under the relevant Personal Data Protection Legislation, to transfer personal data to its processors and service providers whose list is available at the Provider. The Provider may transfer personal data to processors in EU or non-EU countries where personal data protection is always guaranteed by the European Commission’s standard contractual clauses in accordance with the EU Regulation, and, in accordance with point (f) of Article 13 (1) of the EU Regulation, the Provider shall provide on request the information where personal data have been made available.
8.6 Term of the data processing. Personal data will be processed by the Provider for an indefinite period of time until the time the purposes for which they are processed are fulfilled.
8.7 Data Subject’s Rights. In accordance with the Personal Data Protection Legislation, the data subject is entitled to:
a) Request Provider to have access to personal data and their possible correction or deletion.b) At any time to request information regarding the processing of personal data in the legal scope.c) Object to processing or to demand restrictions on the processing of personal data.d) Transfer personally identifiable information to another controller.e) Not be the subject of any decision based solely on automated processing, including profiling, which would have legal effects for or would have a significant impact on the data subject.f) Contact the Office for Personal Data Protection with any request or complaint.
8.8 Personal data processing by Third Parties. The Provider does not take any responsibility for processing the personal data included by the Customer or on its behalf in the Third Party Services. All personal data processing arranged by the Customer through the Third Party Services, if this occurs under the Contract, abides by the conditions for personal data processing of the relevant Third Party. The Customer is obliged, prior to providing the personal data, to acquaint itself in time with the conditions for personal data processing of Third Parties, and assign the identical obligation to all users of the Services within the Customer’s domain.
8.9 Personal data processing for Third party’s communication with Customer. Customer is aware that its contact details will be provided to the Third Party providing Third Party Services to allow the Third party to communicate directly with the Customer for the following purposes:
a) As required to execute any non-standard Customer orders.b) For purposes related to the provisioning of the Third Party Services to Customer, including in relation to any Third Services updates or security incidents.c) To ensure the Customer is notified of available options to maintain continuity in Third Party Services provisioning.d) To conduct customer service and satisfaction surveys.
8.10 Access to personal data within the Ostratto Services and Third Party Services. The Customer is fully responsible for arranging the setting of access to the data entered by the Customer when using the Ostratto Services and Third Party Services.
8.11 Confidential information protection. The Contractual Parties are obliged to maintain confidentiality regarding all facts they get to know in connection with performing the Contract, regardless of the form in which such information is made available to the other party, if any of the Contracting Parties marks it as confidential, or if it is possible to assume, by law or by the character of the information, that the Party which made the information available is interested in its secrecy (confidential information). The same protection applies to information of a business character, e.g. prices, conditions for performance, existence of the contractual relation between the Provider and Customer, contents of the Contract itself, the Provider’s marketing or business information not intended for the public. However, the protection does not apply to information publicly known at the time of its provision, or information that became known without breaking the confidentiality obligation under the Contract, or information which the Provider handed over to a Third Party for the purpose of meeting the obligations under the Contract
8.12 Termination of personal data protection and confidential information protection. In case of termination of the Contract each Contracting Party is obliged, if requested by the other Contracting Party, to return or destroy all personal data and confidential information related to the other Contracting Party (except for the information which the Parties are obliged to keep based on relevant legal regulations).
9.0 Consent to the conditions
9.1 Consent to the Conditions. The Customer and each of the Customer’s users (i.e. an end user of the relevant service) are obliged to acquaint themselves with these Conditions prior to starting the Use of Services. The consent, besides concluding the Contract, is in fact also expressed when the Customer, possibly directly the Customer’s user, begins to use any of the Ostratto Services or any Third Party Service. If the Customer or the Customer’s user does not agree to these Conditions, it is obliged to refrain from the Use of Services.
9.2 Amendments and the effect of amendments to the Conditions:
a) Amendments to the Conditions. The Provider is entitled to make commercially reasonable amendments to the contents of these Conditions. The proposal of an amendment to the Conditions will be communicated by the Provider with the Customer.b) Effect of amendments to the Conditions. In relation to the Customer that has concluded the Contract for a definite period of time, amendments to the Conditions will not come into effect before an end of the term for which the Contract was concluded. If the effective period of the Contract is extended to an definite period of time, amendments to the Conditions will come into effect on the day following the day on which the original effective period of the Contract should have ended. In relation to the Customer that has concluded the Contract for an indefinite period of time, amendments to the Conditions will come into effect not sooner than as of the beginning of a new accounting period. In relation to each Customer, amendments come into effect only if the Customer expresses consent to such amendments. The Customer’s consent is considered to be expressed either by clicking the relevant button expressing content to the amendment to the Conditions, or by carrying on the Use of Services by the Customer after the date determined by the Provider as the date on which the amendment to the Conditions comes into effect. If the Customer does not agree to amendments to these Conditions, it is obliged to refrain from the Use of Services after the amendments to the Conditions come into effect. Any amendments to these Conditions come into effect on the day determined by the Provider, however, not sooner than on the 15th day after being released on the Provider’s website.
c) Previous Conditions. These Conditions replace any prior business terms and conditions applicable to Services provided or mediated by the Provider.
10.0 Term and effective period of the Contract
10.1 Effective period of the Contract. Unless stated otherwise in the Contract, it is concluded for an indefinite period of time.
10.2 Termination of the Contract. The Contract may be terminated (i) automatically by expiration of the period for which it was concluded unless it is prolonged automatically, (ii) for any reason only as of an end of the determined period on condition that a notice will be probablyprovably delivered to the other Contracting Party not later than 15 days before the expiry date of the relevant period in case it is prolonged automatically, (iii) for any reason if the Contract is concluded for an indefinite period of time under conditions as stipulated by law.
10.3 Withdrawal from the Contract. Any Contractual Party is entitled to withdraw from the Contract if the other Contracting Party substantially breaches the Contract. The substantial breach of the Contract by the Customer is considered to include particularly a breach of obligations under Art. VI.5 and Art. IV.7 of these Conditions, substantial breach of Third Parties’ Contractual Conditions in case of using the Third Party Services, and payment for the Services under the Contract delayed for more than 20 days. The substantial breach of the Contract by the Provider is considered to include particularly a breach of obligations under Art. III.1 of these Conditions.
10.4 The Provider is entitled to withdraw from the Contract:
a) In case of insolvency proceedings initiated against the Customer under relevant legal regulations.b) If the contract between the Customer and a Third Party ceases to exist, the Contract deals with the brokering of the Third Party Services, and the Contract is a necessary requirement for using the Third Party Services by the Customer. This condition does not apply to using the Ostratto Services.
10.5 If the Contract ceases to exist, the Provider shall provide the Customer with necessary collaboration for the transfer/migration of the user accounts and information stored by the Customer within the Third Party Services, if possible, possibly also within the Ostratto Services with respect to their character, from the infrastructure of the provider/operator of the Third Party Services, or the infrastructure of the Provider, back to the infrastructure of the Customer. For this purpose the Contractual Parties undertake to elaborate a plan for the transfer of services. This activity related to the migration of data will be remunerated to the Provider in accordance with the current prices of services.
10.6 Each Contractual Party is obliged to notify the other Party in writing or by e-mail of the withdrawal from the Contract. The notification on the withdrawal from the Contract must contain the reason for which the Contractual Party withdraws from the Contract, and a reference to the relevant provisions of the Contract (possibly the Conditions), otherwise the withdrawal will be void. Upon withdrawal from the Contract, the Contract ceases to exist on the day of delivering the notice to the other Contractual Party.
11.0 General provisions
11.1 Alteration of rates. Regarding a new contractual period, the prices/rates corresponding to the current prices of services valid at the time of the beginning of a new contractual period will always be in force unless agreed upon otherwise by the Contractual Parties.
11.2 Alteration of the Services. The Customer may change an order of the Ostratto Services or Third Party Services in accordance with Article 4.0 of these Conditions. Such alteration will be considered to be an amendment to the Contract.
12.0 Final provisions
12.1 Customer’s Declaration. By accepting these Conditions and Contract, the Customer confirms that (i) has become familiar with these Conditions and expressly accepts all of their provisions, (ii) is an entrepreneur acting in his/her business activity, (iii) is not considered to be a weaker contracting party, (iv) expressly accepts the risk of a substantial change in circumstances in cases the change in circumstances is so significant that creates a particularly gross imbalance in the rights and obligations of the parties and will not seek the renewal of the negotiation of the Contract, as well as the termination of the Contract by a court.
12.2 Communication. All communication between the Provider and Customer may be done either in writing or by e-mail. The e-mail address for notices to the Provider is legal@ostratto.com. The Customer is required to provide contact details to its authorised person(s) (name, e-mail address, telephone) for the purposes of (i) sending invoices, (ii) emergency issues, (iii) order, cancellation or change of ordered Services, (iv) payment methods (card/transfer), (v) currency selection on the invoice. Communication from the Provider related to one or more Customers may also be done by the Provider in the form of releasing a certain notification on the Provider’s website (for instance in case of a notification of an amendment to these Conditions). If any of the above-mentioned communication methods are used, a written form is held to be observed. Oral communication between the Provider and Customer may be done over the telephone or through similar services that enable a long-distance transmission of voice.
12.3 Governing law and collision regulations. These Conditions and the Contract, as well as all legal relations arising, or those that will arise in the future, between the Provider and Customer as the other party in connection with performing the Contract abide by the rule of law of the Czech Republic.
12.4 Settlement of disputes. All disputes arising on the basis of the Contract or in connection with it will be finally decided in legal proceedings by ordinary courts of the United Kingdom.
12.5 Language version. These Conditions are executed in the English language. The English version of the Conditions is binding; possible other language versions of these Conditions are made only for information.
12.6 Severability clause. If any provision of these Conditions is, or becomes to be in the future, invalid or unenforceable as a whole or in part, it will be entirely severable from other provisions of these Conditions, and such invalidity or unenforceability will not affect the validity and enforceability of any other provisions of these Conditions. In this case the Provider will replace such invalid or unenforceable provision with another provision which will correspond to the contents of the original provision as much as possible.
12.7 Effective date. This version of the Conditions comes into effect on February 22nd 2024.
