SERVICE TERMS OF KI-WI DIGITAL S.R.O.

SERVICE TERMS

  1. These Service Terms govern the contractual relationship between Ki-Wi Digital s.r.o. (“Ki-Wi Digital”), and its customer, i.e., legal entities or individual entrepreneurs (“Customer”) in connection with the services relating to the use of Ki-Wi Digital software Ki-Wi Signage (“Product”). 
  2. These Service Terms apply to Premium and Enterprise Product subscriptions by the Customer and their subsequent use of such Products and services. Customers are advised to read these Service Terms carefully. By purchasing or ordering any services relating to the Product subscriptions from Ki-Wi Digital, the Customer accepts these Service Terms. They form a legal agreement between the Customer and Ki-Wi Digital and can only be amended with Ki-Wi Digital’s consent. Customers using the “Free” Product subscription shall not be entitled to any related services, remedies or other performance defined in these Service Terms from Ki-Wi Digital whatsoever.
  3. The agreement between the Customer and Ki-Wi Digital consists of the Order, these Service Terms, Terms and Conditions of Ki-Wi Digital s.r.o. available at www.kiwisignage.com/termsconditions  (“T&C”) and the Ki-Wi Digital End User License Agreement available at https://www.kiwisignage.com/eula (“EULA” and “Agreement”). T&C as well as the EULA apply to services provided under these Service Terms. 
  4. Capitalized terms not defined in these Service Terms shall have the meaning as defined by the T&C.
  5. Should Ki-Wi Digital not be obliged to provide services under the Agreement, Ki-Wi Digital may provide other paid assistance to the Customer upon his request. 
  6. Ki-Wi Digital will support only functionalities developed by Ki-Wi Digital which are under its direct control. For all other functionalities or issues relating to the Product Ki-Wi Digital may agree with the Customer on other services consisting of providing the Customer and its providers with assistance e.g. during an analysis and resolution of an issue but the Customer acknowledges that these matters are outside of the scope of Services provided under these Service Terms. 

Service agreement

  1. Ki-Wi Digital undertakes to provide and comply with the service level agreement according to the following incident categorization and in accordance with parameters under the concluded Agreement (“Services” and “Service Level”):
  2. Incidents category: 
    1. Category A: The highest priority incident has a critical impact on the functionality of the Product or part thereof or makes it impossible for the Customer to use the Product or a substantial part thereof or causes serious operational problems of the Product. The product is not usable in its basic functions or there is a functional defect preventing the operation of the Product or its parts. This condition may endanger the Customer’s day-to-day operation, or it may cause financial or other damages. Only incidents affecting more than 20 % of customers at the same time even if other criteria are met. This category includes, for example, non-functioning Product for more than 15 consecutive minutes; repeated defect in Product functionality more than 5 times per hour.  
    2. Category B: An incident that impairs the performance and functionality of the Product or a part thereof, the Product or a part thereof has limitations or is partially non-functioning. The functionality of the Product or its parts is degraded in its functions in such a way that this condition limits the normal operation of the Customer, it can be temporarily solved by a workaround. Only incidents affecting less than 20 % of customers but more than 1 % of customers even if other criteria are met. The incident does not fall into category A.  
    3. Category C: Incident with minimal impact on the functionalities or overall functionality of the Product or parts thereof. All Incidents affecting less than 1 % of customers. The incident does not fall into category A or B. 

Definition of Service Levels

  1. Available Service Levels and Services provided as part of such Service Levels are defined by the current price list available at www.kiwisignage.com/pricing. Ki-Wi Digital guarantees to provide the Customer with  the following parameters of Services:

Parameter

Service Level

Premium Enterprise
Availability* 99.5 % 9.9 %
Working hours

Business days
8-16 (CET)

Business days 
8-16 (CET)

Incident reporting (Helpdesk***) Docs portal, Web form, e-mail Docs portal, Web form, e-mail
Response time incident - category A 3 BD 1 BD
Response time incident - category B 5 BD 2 BD
Response time incident - category C 10 BD 5 BD

* Per calendar month. Availability will be calculated as (M - SM - D) / (M - SM) where M = minutes in calendar month, SM = minutes of scheduled maintenance and D = downtime. 

** Business days (BD) means any day when banks are open in the Czech Republic

*** Helpdesk contact details are made available by Ki-Wi Digital upon a concluded Agreement.

Incident management

  1. Incident reporting and all communication in solving them will take place primarily through the Helpdesk. 
  2. Only registered Customer support contacts may report an incident on behalf of the Customer. Ki-Wi Digital may limit the number of Customer support contacts which may be registered at the same time.
  3. Resolving an incident may include a fix, a workaround, providing information or other commercially reasonable solution.
  4. The Customer is responsible for providing cooperation (incl. Customer’s personnel and third parties) necessary to resolve the incident. 

Compensations

  1. The compensations under this section 5.1 are the Customer’s sole and exclusive remedies and Ki-Wi Digital’s sole and exclusive obligations in case of any default / breach of these Service Terms by Ki-Wi Digital. If Ki-Wi Digital fails to achieve the availability objective under section 3.1 of these Service Terms in a calendar month, the Customer will have the right to request a service credit corresponding to the percentage stated below calculated from 1 month’s fees for the Product subscription / Services (or a part thereof) affected by Ki-Wi Digital’s failure to achieve the availability objective under section 3.1 of these Service Terms for the calendar month in which the availability objective was not achieved. In no event shall the Service Credit exceed 30 % of the fees due to Ki-Wi Digital for that calendar month.  

Availability in a calendar month

Product subscription / Service Level

Premium Enterprise
≥ 99.99 % No compensation No compensation
≥ 99 % and < 99.9 % 5% 10%
≥ 90 % and < 99 % 10% 15%
< 90 % 15% 20%
  1. The Customer shall not, however, be entitled to any compensation whatsoever if the Customer is delayed with any payment either during the calendar month in which the availability objective was not met or at the time when the service credit would otherwise be awarded. To receive service credits, the Customer must submit a written request within 15 calendar days after the end of the calendar month in which the availability objective was not achieved at the latest, otherwise the Customer’s right to receive these service credits expires. 
  2. Ki-Wi Digital is not liable for not reaching the agreed Service Level if it does not comply with the Service Levels without its fault, for example for the following reasons:
    1. the Product is not functioning due to a actions, omissions or a failure on the part of the Customer or a third party for which Ki-Wi Digital is not responsible;
    2. the Customer fails to provide necessary cooperation;
    3. scheduled maintenance;
    4. force majeure events (see T&C).

FINAL PROVISIONS

  1. Ki-Wi Digital reserves the right to change these Service Terms from time to time without prior notice by changing them on its website and other appropriate communication channels. Unless explicitly refused by the Customer within 15 days of its receipt, the updated Service terms shall be considered as approved by the Customer. The Customer is encouraged to review Ki-Wi Digital’s website, and any notifications, messages and communications from Ki-Wi Digital to ensure the Customer is aware of any changes. 
  2. Should the Services or any part thereof be no longer provided by Ki-Wi Digital to customers, Ki-Wi Digital undertakes to make an appropriate announcement to customers at least 6 months prior to such termination date.
  3. Ki-Wi Digital may assign the contract with the customer in its entirety to a third party, even if performance has already begun. The customer shall not assign, pledge or otherwise encumber any of its claims against Ki-Wi Digital without Ki-Wi Digital’s prior written consent.
  4. These Service Terms are governed by the laws of the Czech Republic but excluding any conflict of law rules. 
  5. The UN Convention on Contracts for the International Sale of Goods shall not apply and is hereby expressly excluded from any interpretation of these Service Terms. Business practices shall not take precedence over any provisions of the law. Both parties assume the risk of a change in circumstances and thus are not entitled to claim a change in an obligation due to a material change in circumstances.
  6. All disputes arising from or relating to these Service Terms shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic according to its Rules by one arbitrator appointed by the President of the Arbitration Court. 
  7. The present Service Terms shall take effect on 01.11.2021.