General Terms and Conditions

These General Terms and Conditions (the “GTC”) govern the rights and obligations of the contracting parties in the provision and use of the IRVYS cloud broadcasting and information system, which is operated and provided by:

Business name

Datawell s.r.o.

Registered office

Jeruzalemská 293/2, 917 01 Trnava, Slovak Republic

Company ID (IČO)

53983483

Tax ID (DIČ)

2121540751

VAT ID

SK2121540751 (the company is a VAT payer)

Registration

Commercial Register of the District Court Trnava, section: Sro, file No. 49729/T

Contact e-mail

info@irvys.net

(the “Provider”).

The Client (or “User”) means exclusively a business entity (a natural person – entrepreneur or a legal person acting within its commercial or business activity – B2B) or a public administration or local government body, municipality, school or other public institution (B2G) with its registered office in the Slovak Republic or in another member state of the European Union (EU) or the European Economic Area (EEA).

Exclusion of consumers (B2C): The IRVYS system is not intended for consumers (natural persons who are not entrepreneurs). By submitting an order or concluding a contract, the Client expressly declares and confirms that it enters into the contractual relationship within its business activity, profession or the performance of public tasks.

The IRVYS system (the “System”) is a cloud software solution provided as a service (SaaS – Software as a Service) that enables the remote management, scheduling, storage and distribution of visual, audio, text and information broadcasts (including emergency and information announcements) to the Client’s end display and playback devices (e.g. TV screens, monitors, Android/Google TV devices, tablets, PCs and mobile devices).

Under these GTC, the Provider provides exclusively access to the software solution and cloud storage. Hardware (screens, players, local network infrastructure) and internet connectivity are provided by the Client at its own cost and responsibility, unless the contracting parties agree otherwise in a separate contract.

The contractual relationship between the Provider and the Client arises:

1. by the signature of a written Service Agreement by both contracting parties, or
2. by the Provider’s written (including e-mail) confirmation of the Client’s binding Order, or
3. by payment of the first invoice (advance invoice) issued by the Provider on the basis of a price offer – whichever occurs first (the “Contract”).

These GTC form an integral part of every Contract or confirmed Order. Deviating arrangements in the Contract or confirmed Order take precedence over the wording of these GTC.

After the Contract is concluded, the Provider sets up an administrator account for the Client in the System and sends the login details to the contact e-mail stated in the Order.

The Client is obliged to protect its login details to the System against misuse by third parties. The Provider bears no liability for damage or unauthorised broadcasting caused by the loss, disclosure or breach of login details on the Client’s side.

For the duration of the Contract, the Provider grants the Client a non-exclusive, non-transferable and territorially unlimited (within the EU/EEA) licence to use the System within the parameters agreed in the Contract or Order (in particular the prepaid volume of cloud storage in GB and the number of connected end screens/devices).

Without the Provider’s prior written consent, the Client is not entitled to:

• provide the System or access to it to third parties by way of sublicence, rental or resale (except for selling advertising space on screens operated directly by the Client, where the nature of the Client’s business anticipates this),
• interfere with the System’s source code, reverse engineer it, decompile it, copy its graphic or functional elements or attempt to circumvent technical restrictions (in particular the limits on the number of connected screens and storage capacity).

If, during the term of the Contract, the Client connects a higher number of screens/devices to the System or exceeds the data storage limit originally ordered, the Provider is entitled to automatically increase the invoiced amount for the following and the current period according to the valid Price List for each added screen and each started unit of storage.

The price for using the System is set on the basis of the Provider’s current Price List or an individual price offer approved in the Order/Contract (usually consisting of a basic flat fee for the System, a fee for the allocated storage capacity and a fee for the number of connected screens/devices).

All prices in the Price List, price offers and Orders are stated exclusive of value added tax (VAT). VAT will be added to the price in accordance with the applicable legislation of the Slovak Republic and the directives of the European Union as follows:

• Clients with registered office in the Slovak Republic: The Provider applies the standard VAT rate valid in the Slovak Republic at the time the service is supplied.
• Clients with registered office in another EU member state (VAT payers / registered for VAT): If a Client with its registered office in another EU member state notifies the Provider before the invoice is issued of its valid VAT identification number (VAT ID) verifiable in the EU-wide VIES system, the Provider issues the invoice under the reverse charge mechanism without Slovak VAT pursuant to Section 15(1) of Act No. 222/2004 Coll. on VAT (Articles 44 and 196 of Council Directive 2006/112/EC). The obligation to declare and pay the tax in the member state of its registered office is borne in full by the Client.
• Clients with registered office in another EU member state without a valid VAT ID in VIES: If the Client (e.g. an entrepreneur who is not a VAT payer, or a non-taxable legal person/municipality not registered for VAT) does not have a valid VAT ID in the VIES system, the Provider is entitled to apply the relevant VAT rate to the price according to the applicable EU tax regulations.

Responsibility for the correctness of the VAT ID: The Client is obliged to inform the Provider in writing without delay of any change to or cancellation of its VAT registration. If the Client provides an invalid, cancelled or third-party VAT ID, as a result of which the tax authority assesses additional VAT, late-payment interest or a penalty on the Provider, the Client undertakes to pay the Provider the full VAT so assessed and to reimburse all related penalties and costs in full within 7 days of the Provider’s request.

The invoicing period is a calendar month (or another period agreed in the Contract/Order). The Provider issues invoices electronically (in PDF format) and sends them to the Client’s billing e-mail. In accordance with Section 71(1)(b) of the VAT Act, the Client agrees to the issuing and sending of electronic invoices.

Invoices are due within 7 days of their issue, unless stated otherwise on the invoice or in the Contract. An invoice is considered paid on the day the full invoiced amount in EUR is credited to the Provider’s bank account (all bank charges for cross-border transfers outside SEPA are borne by the Client).

If the Client is late in paying an invoice, the Provider is entitled to charge the Client contractual late-payment interest of 0.05 % of the outstanding amount for each day of delay, including any day begun, and is also entitled to a lump-sum compensation of recovery costs of EUR 40 pursuant to Section 369c of the Slovak Commercial Code.

If the Client is more than 14 days late in paying any invoice, the Provider is entitled, without prior notice, to temporarily suspend the Client’s access to the System and interrupt broadcasting until all obligations are paid in full. During such a suspension of the Service for reasons on the Client’s side, the Client’s obligation to pay the agreed monthly fees continues, and the suspension is not considered an outage of the Service on the Provider’s side.

Client’s exclusive responsibility for Content: The Provider provides exclusively a technical platform (cloud space and distribution software). The Client bears full and exclusive legal, editorial and copyright responsibility for any visual, audio, text, graphic or other content that it uploads to, stores in or broadcasts through the System (the “Content”).

Territorial licences and collective management organisations in the EU: The Client declares and warrants that throughout the term of the Contract it holds all necessary licences, consents and authorisations for the storage and public transmission (broadcasting) of the Content in the territory of every state in which its end devices are located. The Client is solely responsible for clearing rights and paying fees to the relevant national collective management organisations for copyright and related rights in the respective EU member state (e.g. SOZA, SLOVGRAM and LITA in Slovakia; OSA and INTERGRAM in the Czech Republic; GEMA in Germany; AKM in Austria; SIAE in Italy, etc.), as well as for fulfilling any notification or licensing obligations under local media and advertising laws.

Specific provisions for emergency and warning announcements: If the Client uses the System to display or play warning, evacuation or emergency announcements (e.g. in shopping centres, schools, office buildings or municipalities), the Client acknowledges that the IRVYS System is an information system dependent on internet connectivity and power supply and does not replace certified fire alarm and evacuation systems (voice alarm / fire detection systems) required by binding technical standards and fire protection regulations in the respective state. The Provider bears no liability for harm to health or property if an emergency announcement was not broadcast due to an outage of connectivity, hardware or electricity at the Client’s premises.

Prohibited content: The Client undertakes not to store or distribute through the System any Content that is contrary to the laws of the Slovak Republic, the EU or the state in which the Content is broadcast, in particular Content infringing intellectual property rights, illegal advertising, misleading or defamatory content, or files containing malicious code (malware, viruses).

Regime under the EU Digital Services Act (DSA – Regulation (EU) 2022/2065):

• As a provider of a hosting service, the Provider is not liable for information and Content stored at the Client’s request (Article 6 DSA).
• Any natural or legal person may report the presence of specific illegal Content in the System electronically to the Provider’s point of contact: info@irvys.net (notice and action mechanism under Article 16 DSA). The notice must contain the reasons for the illegality, the exact identification of the Content and the identification details of the notifier.
• If the Provider becomes aware of illegal Content or Content violating these GTC, it is entitled to disable access to such Content without delay, delete it or suspend the Client’s broadcasting. The Provider informs the Client of such a measure without delay together with a clear and specific statement of reasons (Article 17 DSA), against which the Client may lodge a reasoned objection with the Provider.

Indemnification: If a third party, a collective management organisation or a public authority of any EU state asserts any claims or lawsuits against the Provider or imposes a fine in connection with Content uploaded or broadcast by the Client, the Client undertakes to indemnify the Provider in full and reimburse all damages, fines and legal representation costs incurred.

The Provider exercises professional care to ensure the uninterrupted operation of the cloud part of the System.

The Provider is entitled to carry out planned technical outages of the System for updates, security improvements and server maintenance (usually in the evening or at night); for longer outages it will inform the Client at least 24 hours in advance. Planned maintenance is not considered a breach of the Provider’s obligations.

The Provider is not liable for the inability to use the System, interruption or reduced quality of broadcasting caused by:

• an outage or instability of the internet connection or electricity on the Client’s side or at the location of the end screens/devices,
• a fault, incompatibility or incorrect configuration of the Client’s end hardware (TV sets, Android boxes, local routers, firewalls) or changes in third-party operating systems (e.g. Google TV / Android TV updates),
• an outage of the overarching global infrastructure, third-party cloud data centres, DNS services or a DDoS cyberattack,
• force majeure (vis maior).

Limitation of damages (B2B/B2G): In accordance with Section 386 of the Slovak Commercial Code, the contracting parties expressly agree that the Provider’s total aggregate liability for any actual damage incurred by the Client in connection with the use of the System or a breach of the Provider’s obligations is limited to a maximum of the fees (excluding VAT) actually paid by the Client to the Provider for the use of the System during the last 3 calendar months immediately preceding the event giving rise to the damage. Under no circumstances is the Provider liable for indirect damage, consequential damage, loss of data, loss of goodwill or the Client’s lost profit (e.g. lost profit from an advertising campaign that was not broadcast).

In performing the Contract, personal data are processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data (GDPR).

Data of the Client’s representatives and contact persons: The Provider processes the personal data of the Client’s representatives and employees as an independent controller for the purposes of performing the Contract, invoicing, accounting and tax records and legitimate interest (Article 6(1)(b), (c) and (f) GDPR).

Data processing clause (DPA under Article 28 GDPR) for Content in the System:

• If the Client uploads to the System or broadcasts through it Content containing personal data of natural persons (e.g. photos, videos, names of employees, pupils or customers), the Client acts as the Controller of such data and the Provider as the Processor.
• The Provider processes such personal data solely on the basis of the Client’s documented instructions (which are the Client’s own actions in the System’s user interface – uploading, scheduling and deleting Content), for the purpose of providing cloud storage and broadcasting during the term of the Contract.
• The Provider undertakes to maintain confidentiality about the processed data, to adopt appropriate technical and organisational security measures under Article 32 GDPR and to store data exclusively on servers located in the European Union / EEA.
• The Client grants the Provider general written authorisation to engage further processors (in particular providers of certified cloud and server infrastructure in the EU and external developers maintaining the System).
• After the Contract ends, the Provider deletes all of the Client’s data and Content from the production servers within the period stated in Article VIII(4) of these GTC.

The Contract is concluded for an indefinite period (or for a fixed period, if expressly stated in the Contract/Order).

A Contract concluded for an indefinite period may be terminated by either contracting party in writing (including by e-mail) without giving reasons, with a notice period of 1 calendar month, which begins on the first day of the calendar month following the month in which the notice was delivered to the other party.

The Provider is entitled to withdraw from the Contract with immediate effect (effective on the day the notice of withdrawal is delivered to the Client’s e-mail) if:

• the Client is more than 30 days late in paying an invoice,
• the Client seriously breaches the licence terms under Article III or the rules for broadcast Content under Article V of these GTC,
• bankruptcy has been declared on the Client’s assets, restructuring has been permitted or the Client has entered into liquidation.

Deletion of data after termination of the Contract: The Client is obliged to download and back up its Content from the System before the notice period expires (or within 14 days of immediate termination of the Contract). After 30 days from the day the Contract ends, the Provider is entitled to permanently and irreversibly delete the Client’s user account and all of its stored Content from the System’s servers.

Choice of law (Rome I Regulation): These GTC, the Contract and all legal relationships arising from them (including relationships with an international element within the EU/EEA) are governed, in accordance with Article 3 of Regulation (EC) No 593/2008 of the European Parliament and of the Council (Rome I), exclusively by the law of the Slovak Republic, specifically Act No. 513/1991 Coll., the Commercial Code, as amended, excluding the conflict-of-law rules of private international law and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Choice of court (Brussels Ia Regulation): In accordance with Article 25 of Regulation (EU) No 1215/2012 of the European Parliament and of the Council on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (Brussels Ia), the contracting parties expressly agree that the courts of the Slovak Republic have exclusive jurisdiction to hear and decide any disputes arising from or in connection with these GTC or the Contract, the locally competent court being the general court of the Provider according to its registered office in the Slovak Republic.

Language clause: These GTC may also be produced in foreign-language translations (e.g. in English or Italian) for foreign Clients in the EU. In the event of any discrepancy in interpretation between the Slovak version and a translation, the Slovak wording of the GTC prevails.

Amendment of the GTC: The Provider is entitled to reasonably amend or supplement these GTC unilaterally (in particular due to legislative changes in the EU/Slovakia, technological development of the System or changes in market conditions). The Provider will inform the Client of a change to the GTC by e-mail at least 15 days before the new GTC take effect (in accordance with Regulation (EU) 2019/1150 – the P2B Regulation). If the Client does not agree with the change, it is entitled to terminate the Contract in writing before the new GTC take effect; if it does not do so and continues to use the System, it is deemed to agree with the change.

Severability clause: If any provision of these GTC becomes invalid, ineffective or unenforceable, this does not affect the validity and effectiveness of the other provisions.

These GTC come into force and take effect on 3 November 2026.