§ 1 Validity, Contractual Basis, and Amendments to the GTC

(1) These General Terms and Conditions (hereinafter the “GTC”) govern all current and future services provided by Lumera Insights s.r.o. (hereinafter the “Provider”) to the Client on the basis of individual contracts or framework agreements for data services.

The contracting parties are exclusively entrepreneurs within the meaning of Section 2(2) of the Slovak Commercial Code or legal entities under public or private law.
Contracts with consumers within the meaning of the Slovak Civil Code are not concluded.

​

(2) Any terms and conditions of the Client that conflict with or deviate from these GTC shall only apply if expressly confirmed by the Provider in text form (e.g., by email). Individual agreements in individual or framework contracts shall take precedence over these GTC. Unless otherwise agreed, the version of the GTC valid at the time of contract conclusion shall apply.

​

(3) The Provider is entitled to reasonably amend these GTC for objectively justified reasons, in particular in the event of:

• changes in legal regulations or case law,

• changes in market or technological conditions,

• changes in technical or operational requirements.

Such amendments must not unreasonably affect the Client’s rights. The amendments apply in particular to long-term contractual relationships (e.g., framework agreements, subscription services, or API services) and do not apply retroactively to already completed individual orders.

​

(4) The Provider shall notify the Client of any amendments to the GTC in text form and highlight the affected provisions. If the Client does not object within six weeks of receipt of the notification, the amendments shall be deemed approved. The Provider shall expressly inform the Client of this consequence.

​

(5) If the amendments constitute a material adverse change for the Client, the Client is entitled to terminate the affected framework agreement with effect from the date the amendments come into force, within the period specified in paragraph (4). Until the amendments take effect, the original version of the GTC shall continue to apply to existing contractual relationships, unless the contract is terminated.

 

§ 2 Subject Matter of Performance

(1) The Provider provides data services based on data processing, in particular:

• automated extraction of publicly available information from publicly accessible online sources using web scraping or comparable technical methods,

• structuring, processing, and provision of the extracted data in an agreed format (e.g., XLSX, CSV, JSON, or API response),

• optional matching and analysis of data in relation to the Client’s data (e.g., assortment, prices, product data),

• optional analytical outputs and reports in an agreed format (e.g., PDF, PPTX, or DOCX),

• regular updates of data (e.g., weekly or monthly), if expressly agreed in the contract.

​

(2) The Provider performs the services with professional care in accordance with customary technical and organizational industry standards.

Unless expressly agreed otherwise, the Provider:

• does not guarantee any specific economic result,

• does not guarantee any specific market or competitive position,

• does not guarantee completeness, accuracy, or availability of data.

The Provider is, however, obliged to comply with the contractually defined parameters, such as:

• target data sources,

• data collection frequency,

• filtering criteria,

• technical specifications.

The parties acknowledge that the scope, structure, quality, and availability of the target websites are outside the Provider’s control.

​

(3) The Provider has no influence in particular over:

• technical changes to websites,

• protective mechanisms (e.g., captcha, bot blockers, or rate limiting),

• website availability,

• legal restrictions on data access.

The Provider does not circumvent technical protection measures, paywalls, login systems, two-factor authentication, or other access restrictions. If target websites implement new protection mechanisms, the Provider is not obliged to bypass them.

​

(4) Adjustments or reconfigurations of the scraping system due to changes in target websites are only provided if:

• they are expressly commissioned and paid for, or

• they are included in an agreed service package (e.g., maintenance or SLA).

Without such an agreement, there is no entitlement to ongoing system adjustments.

​

(5) The Provider’s services are not intended for the processing of personal data within the meaning of Article 4(1) GDPR. If the Client nevertheless specifies sources or parameters that may result in the processing of personal data, the Client is obliged to inform the Provider in advance.

Such processing is only permitted on the basis of:

• a data processing agreement pursuant to Article 28 GDPR, or

• another appropriate legal basis.

Otherwise, the Provider is entitled to refuse the order or suspend access to the data.

​

(6) Unless a separate Service Level Agreement (SLA) is expressly agreed, the Provider does not guarantee:

• specific system availability,

• response times,

• service recovery times.

​

(7) The Provider is entitled to further develop, modify, or replace its systems, APIs, or services, provided that this does not result in unreasonable disadvantages for the Client.

The Client has no entitlement to the continued availability of specific functions, versions, or user interfaces unless expressly agreed otherwise.

 

§ 3 Conditions for Service Provision and Client Cooperation

(1) The Provider shall commence the provision of services only after the Client has provided all necessary information, parameters, source lists, specifications, and other required data completely, correctly, and in a format suitable for processing.

​

(2) The Client warrants to the Provider, as an independent representation not dependent on fault, that:

• all provided information, URLs, data sources, and parameters may be used in compliance with applicable law and are free from third-party rights,

• the specification of sources and the use of results do not infringe any third-party rights, in particular copyright, database rights, trademarks, personality rights, or competition law provisions,

• any processing of personal data is carried out exclusively on a valid legal basis and, where necessary, a data processing agreement pursuant to Article 28 GDPR has been concluded with the Provider,

• the Client does not provide any technical measures or systems that would cause the Provider to circumvent technical protection mechanisms or access restrictions,

• the Client complies with all applicable laws in the relevant target markets, in particular in the areas of copyright law, database law, data protection law, and competition law,

• the Client acknowledges that the Provider does not perform legal assessments regarding the permissibility of individual sources or their intended use.

​

(3) If the provision of services is delayed due to insufficient, delayed, or incorrect cooperation by the Client, agreed deadlines shall be extended accordingly. Additional work or costs (e.g., reprocessing of data, adjustments, or analyses) may be invoiced separately by the Provider based on the agreed rates or, if not agreed, based on reasonable hourly rates or the Provider’s current price list.

​

(4) If there is reasonable suspicion that the sources, parameters, or use of services by the Client violate applicable laws or third-party rights, the Provider is entitled to suspend or refuse the affected services in whole or in part until the matter is clarified. Such suspension or restriction of services shall not constitute a delay on the part of the Provider.

​

(5) The Client agrees to indemnify and hold the Provider harmless against all third-party claims, including reasonable costs of legal defense, arising from a breach of the warranties set out in paragraph (2) or from unlawful use of the services or provided data by the Client. This indemnification obligation applies in particular to claims arising from violations of copyright, database rights, trademark rights, competition law, or data protection regulations.

 

§ 4 Rights of Use, Intellectual Property, and Service Usage Rules

(A) Rights to Software, Tools, and Methodology

(1) All rights to software used or developed by the Provider, including scripts, configurations, templates, algorithms, data models, workflows, API interfaces, documentation, as well as other know-how and work results that are not delivered to the Client in the form of data outputs, shall remain exclusively with the Provider.

No transfer of intellectual property rights takes place under the laws of the Slovak Republic, in particular under the Copyright Act (Slovakia). The Client is granted only those usage rights expressly specified in these GTC or in the respective individual or framework agreement.

​

(2) The Client is in particular not entitled to:

• copy the Provider’s systems, scripts, or APIs,

• perform decompilation, disassembly, or reverse engineering,

• analyze or reproduce the architecture or functionality of the Provider’s systems,

• use the Provider’s systems outside the contractually agreed scope of access,

to the extent such restrictions are permitted under applicable law.

 

(B) Rights of Use for Provided Data

(3) The Provider grants the Client a non-exclusive, non-transferable, time-limited, and purpose-limited right of use for the data provided within a specific order, without the right to grant sublicenses.

​

Unless expressly agreed otherwise in the individual contract, the use of the data is permitted exclusively:

• for the Client’s internal business purposes, and

• within the scope of the purpose defined in the respective agreement.

​

(4) Without the Provider’s express written consent, the Client is in particular not entitled to:

• provide, disclose, publish, distribute, or sell the data to third parties,

• use the data to create its own databases, data products, or services that directly compete with the Provider’s services or provide comparable web scraping or data supply services,

• use the data to provide consulting or data services to third parties,

• use the data for training artificial intelligence or machine learning models, or for data warehousing projects outside the expressly agreed purpose,

• use the data in any manner that violates applicable laws, decisions of public authorities, third-party rights, or contractual obligations toward third parties, including the terms of use of target websites.

​

(5) The Provider is entitled to create anonymized or aggregated information from data processed within the scope of service provision and to use it for the development, improvement, and optimization of its services, products, and internal processes, provided that such information does not allow the Client or any natural person to be identified within the meaning of the GDPR.

 

(C) Service Usage Rules and System Protection

(6) The Client undertakes not to provide false, misleading, or unlawful URLs, data sources, or parameters and not to engage in any activities that may:

• disrupt or damage the Provider’s systems,

• cause excessive load on them,

• manipulate or unlawfully test their security,

in particular through stress tests, penetration tests, or injection attempts, unless such security testing has been expressly requested in writing and approved by the Provider.

​

(7) The Client further undertakes not to use the services for unlawful purposes or for the processing or dissemination of content that is:

• criminal or otherwise illegal,

• discriminatory or extremist,

• pornographic or promoting violence,

• or otherwise in violation of applicable laws or third-party rights.

​

(8) In the event of a material breach of these GTC, in particular §§ 3 or 4, the Provider is entitled to:

• temporarily suspend the provision of services in whole or in part, or

• terminate the contract with immediate effect after an unsuccessful request for remedy due to a material breach of contract.

The Provider’s right to payment of fees already incurred remains unaffected.

If services are suspended or the contract is terminated immediately due to a breach by the Client, no refund of payments already made shall be due, unless mandatory legal provisions require otherwise. The Provider’s claims for damages remain unaffected.

​

(9) The Client bears sole responsibility for ensuring the legal compliance of its use of the Provider’s services and the provided data, including compliance with all applicable laws in the relevant target markets.

​

(10) The Provider is entitled to implement reasonable technical protection measures for its systems, in particular:

• rate limiting,

• data transfer regulation (throttling), or

• temporary blocking of access,

where necessary to protect systems from overload, misuse, or security risks, provided that this does not unreasonably restrict the agreed service provision.

​

§ 5 Data Protection and Data Security

(1) The Provider processes the Client’s personal data (in particular contact, contractual, and billing data) exclusively for the purposes of contract conclusion, performance, and invoicing, in accordance with applicable data protection laws, in particular the GDPR and the Slovak Personal Data Protection Act.

​

Details regarding the processing of personal data are set out in the Provider’s current Privacy Policy, available at [URL to be inserted].
This Privacy Policy, in its current version, forms part of the contractual relationship between the parties.

​

(2) If, within the scope of the ordered services, the Client specifies sources or parameters that may result in the processing of personal data, the Client is obliged to inform the Provider of this in advance in text form.

If the Provider is to process such personal data on behalf of the Client, the parties shall conclude a data processing agreement pursuant to Article 28 GDPR before the processing begins or agree on another appropriate legal basis for processing.

The Provider is entitled to engage subprocessors if they are contractually bound to comply with appropriate data protection and security standards and if GDPR compliance is ensured. The Provider shall inform the Client of material changes regarding subprocessors where required by law or contractual agreement.

​

(3) If no such data processing agreement is concluded or no other legal basis for processing is established, the Provider is entitled to:

• refuse the processing of personal data,

• return such data to the Client without further review or delete it.

The Provider shall not be liable for any damages resulting from the Client providing personal data in breach of its representations or without fulfilling the required legal conditions for processing.

​

(4) The Provider implements appropriate technical and organizational measures within its sphere of responsibility to protect data against loss, unauthorized access, or misuse.

These measures take into account in particular:

• the nature, scope, and risks of processing,

• the state of the art, and

• the size and nature of the Provider’s business.

Such measures include in particular:

• access rights and authorization management systems,

• data encryption,

• logging of access and operations,

• regular review and updating of security measures.

​

(5) The Client is responsible for the security of its own IT systems, access credentials, and user accounts, as well as for the regular backup of data it receives from the Provider or processes within its own systems.

​

(6) If personal data is transferred to third countries outside the European Union or the European Economic Area, the Provider shall, within its sphere of influence, ensure compliance with the relevant GDPR requirements, in particular through:

• an adequacy decision,

• standard contractual clauses, or

• other appropriate safeguards,

provided that such transfer is part of the agreed scope of services.

 

§ 6 Warranty, Defects Notification, and Liability

(A) Liability for Defects and Complaints

(1) The Provider performs its services with the level of professional care customary in business practice, in accordance with the technical standards commonly used in the industry and taking into account the framework conditions set out in § 2.

Extracted or processed data may, by their nature, contain incompleteness, inconsistencies, or errors; the mere existence of such deficiencies shall not be considered a defect in performance, provided that the agreed parameters and scope of services have been substantially complied with.

​

(2) The Client is obliged to review the services or data without undue delay, but no later than one week after they have been made available, and to notify the Provider of any defects in text form, including a reasonably precise description of the deviations identified (complaint).

If the Client fails to properly and specifically notify defects within this period, the performance shall be deemed accepted, unless the defects are hidden and could not have been detected even with due professional care.

​

(3) In the event of a justified and timely complaint, the Provider is first entitled to remedy the defect within a reasonable period (in particular by correcting the defect or providing replacement performance).

If the remedy fails after at least two attempts or is unjustifiably refused by the Provider, the Client is entitled—subject to the limitations of liability under this § 6—to reasonably reduce the remuneration or, in the case of a material defect, to withdraw from the respective partial contract.

 

(B) Liability for Damages

(5) The Provider shall be liable for damages only in cases of intent or gross negligence. For other damages, the Provider is liable only in cases of intentional conduct or gross negligence. In cases of slight negligence, the Provider shall only be liable for the breach of essential contractual obligations whose fulfillment is necessary for the proper performance of the contract and on which the Client may reasonably rely; in such cases, liability is limited to the typically foreseeable damage.

​

(6) To the extent permitted by law, the Provider’s liability for damages caused by slight negligence is excluded—except in cases referred to in paragraph (4) and subject to paragraph (5).

Mandatory statutory provisions remain unaffected, in particular provisions on liability for defective products.

​

(7) Unless mandatory law provides otherwise, the Provider’s total liability for damages is limited to the maximum amount of the net remuneration paid by the Client for the affected services in the relevant contractual year (or the last twelve months in the case of shorter contract duration).

Multiple damaging events that are factually or temporally connected shall be considered a single damaging event. The parties may agree in individual cases on a different, in particular higher, liability cap.

​

(8) The Provider shall not be liable for loss of profit, indirect or consequential damages, purely financial losses, loss of data (unless data protection or backup is expressly part of the services), business interruption, or claims by third parties against the Client, unless such damages were caused intentionally.

​

(9) Decisions made by the Client based on the Provider’s services are made at the Client’s own responsibility. The provided data, analyses, or evaluation results do not constitute legal, economic, or strategic advice and do not replace such advice.

 

§ 7 Term of Contract, Termination, and Contract End

(1) Framework agreements relating to recurring scraping services, API access, or ongoing data analysis services are—unless otherwise agreed—concluded for an indefinite term.

Each party is entitled to terminate such an agreement with 30 days’ notice to the end of a calendar month in text form (e.g., by email), unless a different minimum contract term or notice period has been agreed.

​

(2) Individual orders (e.g., one-off data deliveries or project-based services) end upon proper and complete performance and delivery of the service.

Termination of a framework agreement does not affect existing individual orders; such orders shall be completed and settled in accordance with the agreed terms.

​

(3) The right of either party to terminate the contract for good cause remains unaffected.

Good cause shall be deemed to exist in particular if:

• the Client is in material default of payment despite a written reminder and the granting of a reasonable additional period,

• the Client repeatedly or seriously breaches essential contractual obligations, in particular obligations under § 3 or § 4,

• insolvency proceedings are initiated against the assets of either party, or an application for the opening of insolvency proceedings is rejected due to insufficient assets.

In the event of termination by the Provider for good cause, remuneration already due shall remain payable. Prepaid fees shall only be refunded on a pro-rata basis if the reason for termination does not lie with the Client and to the extent not prohibited by mandatory law.

​

(4) The Client may not assign or transfer rights and obligations under this agreement to third parties without the prior written consent of the Provider.

The Provider is however entitled to assign the contract or parts thereof to affiliated companies or legal successors in the context of a transfer of business or part of a business (e.g., share deal or asset deal), provided that this does not materially reduce the level of protection of the Client’s rights under this agreement. The Provider shall inform the Client of such a transfer in an appropriate manner.

​

(5) Upon termination of the contractual relationship, the Provider shall, upon written request by the Client, provide a one-time export of the most recently delivered data within 30 days in a commonly used format (e.g., XLSX, CSV, or JSON), provided that such data is still available with the Provider.

The data export generally includes the most recently delivered contractual data state, but not necessarily historical versions of data or system or logging data, unless expressly agreed otherwise.

Any additional support (e.g., migration projects, special data formats, or API scripts) shall be subject to separate remuneration.

​

(6) The Provider is entitled to delete data after the expiry of statutory retention periods and after completion of the data export under paragraph (5), unless statutory retention obligations prevent deletion.

The Provider’s right to use aggregated or anonymized data for the purpose of improving its services and products remains unaffected, provided that such data does not allow the Client or any natural person to be identified.

​

(7) Statutory retention obligations, in particular those relating to accounting and invoicing documents, remain unaffected by this provision.

The Client is entitled to request access to such documents even after termination of the contract, to the extent and in the manner provided for by applicable law (e.g., in the context of audits or inspections).

 

§ 8 Prices, Invoicing, Payment Terms, and Price Adjustments

(1) Unless a fixed price has been expressly agreed, the Provider’s services shall be rendered on the basis of the currently applicable price lists, daily rates, or individually agreed remuneration.

All prices are stated in euros excluding value-added tax (VAT). VAT shall be charged in accordance with applicable legal regulations.

​

(2) One-off services shall be invoiced after their provision and acceptance by the Client.

Ongoing services (e.g., framework agreements, subscriptions, API access) are generally invoiced monthly in arrears unless otherwise agreed; by special agreement, they may also be invoiced in advance.

​

(3) Invoices are due within 14 days from the date of issuance without any discount.

In the event of late payment, the Provider is entitled to charge statutory default interest at the rate provided by applicable Slovak law, in particular Section 369 of the Commercial Code.

If the Client is in default of payment for more than 30 days, the Provider is entitled to suspend the provision of services until the outstanding amount has been fully paid.

The Provider is also entitled to claim reimbursement of reasonably incurred costs associated with debt recovery (e.g., reminder fees or collection costs).

In the event of payment default, the Provider is further entitled, after prior notice and the granting of a reasonable additional period, to temporarily suspend or restrict access to the services.

​

(4) The Client may offset claims against the Provider only if such claims are undisputed or have been finally and legally established.

The Client may exercise a right of retention only within the same contractual relationship and only to the extent permitted by applicable law.

​

(5) In the case of contracts concluded for recurring or long-term services, the Provider is entitled to adjust prices once per year with effect for the future, if there is a material change in the cost base (e.g., labor costs, infrastructure, or licensing costs) or changes in general price indices.

The price adjustment must be reasonable and reflect changes in relevant cost factors.

The Provider shall notify the Client of any price adjustment in text form at least 6 weeks before it takes effect.

If the price increase exceeds 10% of the previous remuneration for the respective service, the Client is entitled to terminate the affected contract with effect from the date the price increase becomes effective.

Price adjustments shall have no retroactive effect and do not apply to invoices already issued or billing periods already completed.

 

§ 9 Service Availability, Service Interruptions, and Force Majeure

(1) Unless individually agreed otherwise, in particular within a separate Service Level Agreement (SLA), the Provider does not guarantee any specific minimum availability of its systems or uninterrupted service provision. However, the Provider shall use reasonable efforts, within its technical and economic capabilities, to ensure the most continuous operation of its systems possible.

​

(2) Maintenance, updates, technical modifications, or system changes may lead to temporary restrictions or interruptions of service provision. Where possible, planned maintenance work will be carried out in a way that minimizes disruption to the Client.

The Provider is entitled to use reasonable maintenance windows without the Client being entitled to any claims, provided that the use of the service is not unreasonably restricted as a result.

​

(3) The Provider shall not be liable for disruptions, delays, or service outages caused by circumstances beyond its reasonable control (“force majeure”), in particular in the event of:

• failures of public communication networks,

• power outages,

• cyberattacks on IT systems of third parties or the Provider,

• actions by public authorities,

• war, strikes, or civil unrest,

• natural disasters or similar events.

Force majeure also includes failures or outages on the part of network providers or hosting service providers, provided that the Provider has no decisive influence over their operations and switching providers would be unreasonable for the Provider.

​

(4) If a disruption or interruption of services due to force majeure under paragraph (3) continues for more than 30 consecutive days, either party is entitled to terminate the affected contract with immediate effect for good cause.

 

§ 10 Confidentiality

(1) Both contracting parties undertake to maintain confidentiality regarding all commercial, technical, and other information obtained in connection with the contractual relationship that is designated as confidential or is, by its nature and circumstances, clearly confidential.

Such information may not be disclosed to third parties without the prior consent of the other contracting party. The confidentiality obligation shall continue after termination of the contractual relationship for a period of at least five years, unless a longer or shorter period is required by applicable law.

​

(2) The confidentiality obligation shall not apply to information that:

• was publicly known at the time of disclosure or becomes publicly known thereafter without breach of this obligation,

• was already known to the receiving party prior to disclosure in a lawful manner,

• was lawfully disclosed to the receiving party by a third party without any confidentiality obligation,

• was independently developed by the receiving party, or

• must be disclosed by law or by order of a court or public authority.

In such cases, the other contracting party shall be informed in advance, insofar as legally permissible.

 

§ 11 References

(1) The Provider is entitled to list the Client as a reference client within the usual scope of marketing materials (e.g., on its website or in presentation materials), using the Client’s company name and logo.

Details of projects, internal data, or confidential information shall not be disclosed without the Client’s prior express consent.

​

(2) The Client is entitled to object at any time to the use of its company name or logo for reference purposes with effect for the future.

Such objection must be made in text form, after which the Provider shall cease using the reference within a reasonable period.

​

§ 12 Governing Law and Jurisdiction

(1) This contractual relationship and all legal relationships arising out of or in connection with it shall be governed exclusively by the laws of the Slovak Republic, in particular the provisions of the Commercial Code.

The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

​

(2) All disputes arising out of or in connection with this contract shall be subject to the subject-matter and territorial jurisdiction of the court at the Provider’s registered office, unless mandatory legal provisions provide otherwise.

The Provider is also entitled to bring its claims before the general court of the Client and, in urgent cases, to apply for interim relief before any other competent court.

​

(3) These contractual terms are concluded exclusively between businesses. Therefore, consumer protection provisions do not apply.

​

§ 13 Final Provisions

(1) If any provision of these General Terms and Conditions becomes invalid or unenforceable, this shall not affect the validity of the remaining provisions.

An invalid or unenforceable provision shall be replaced by a provision that is legally permissible and comes as close as possible to the economic purpose of the original provision. The same applies in the event of any contractual gaps.

​

(2) Any ancillary agreements, amendments, or supplements to this contract must be made in text form, unless stricter form requirements are mandated by law.

The same applies to any amendment or waiver of the requirement for text form.