These General Terms and Conditions (hereinafter as “GTC”) apply to any legal and other services provided by the law firm Dagital Legal, s.r.o., with its seat at Nové Záhrady I/9, 821 05 Bratislava – mestská časť Ružinov, Slovenská republika, IČO: 50 881 761, registered in Commercial Registry of District Court Bratislava I, division Sro, Insert no. 119339/B and in the list of companies authorized to provide legal services maintained by the Slovak Bar Association, VAT No .: 2120509853, VAT ID No .: SK2120509853 (hereinafter referred to as "we" or "Law Firm")
1.1 Definitions.
For the purposes of these GTC:
„Tool“ or „Tools“ means software tools or other tools running on the basis of the code, developed by the Law Firm and intended to be used for consideration by the Client for ensuring compliance with legal regulations (in particular but not only data protection impact assessments, balance tests, transfer impact assessments, etc.);
"Intellectual Property" means the Materials, Legal Documentation, Tools, Trademarks, Labels, Know-How, Website Content, or any other subject matter protected by intellectual property rights such as designs, utility models, trademarks, designations, slogans, logos, designations of origin, patents, inventions, any copyrighted works or databases protected by copyright, the trade secret of the Law Firm or other confidential information and materials owned or exercised by the Law Firm;
"GDPR" means Regulation No. 2016/679 (General Data Protection Regulation);
“Materials” means the Legal Documentation, which by its nature is intended for such use, for which it is necessary to publish, disseminate or share with other persons outside the Client‘s organization and supervisory bodies, in particular contractual documentation, Privacy Policy, etc . (not including the Tools);
"Commercial Code" means Act no. 513/1991 Coll., Commercial Code, as amended;
"Trademarks" means the registered and unregistered trademarks of the Law Firm, in particular the word mark "dagital";
"Designations" means the designation "dagital" or "dagital legal", including combinations with other designations;
"Legal documentation" means any legal documents such as contracts, memoranda, analyzes, reports, differences analyzes, GDPR reports, GDPR-related documentation or any other written works that the Law Firm creates in providing legal advice;
"Know-How" means any knowledge, experience, results, specializations, procedures, recommendations, guidelines, opinions, statistics, objectives, visions, business strategies, marketing strategies and any other information generated by the Law Firm's activities and relating to its operation;
"Client" means a legal or natural person using legal services within the meaning of these GTC;
"Parties" means the Law Firm and the Client together, each separately as a "Party";
“Website” means the Law Firm's website www.dagital.sk a www.dagital.eu including all sections and sub-sections,
1.2 Scope. These GTC apply to any legal services provided by the Law Firm, if the Contracting Parties so agree.
1.3 Acceptance of GTC. The Client accepts and undertakes to comply with the following GTC:
a) by signing a written contract for the provision of legal services, which refers to these GTC;;
b) accepting the offer of legal services of the Law Firm, which refers to these GTC (including email);
c) by visiting and using the Website (only to the extent applicable to the use of the Website);
d) violation of the license conditions specified in these GTC;
e) in another way, which clearly implies the Client's obligation to comply with these GTC.
1.4 Subject of GTC. The subject of these GTC is the regulation of mutual rights and obligations of the Contracting Parties in the provision of legal services of the Law Firm. In the event of a conflict between these GTC and a separate contract for the provision of legal services concluded between the Parties, the contract shall prevail. The subject of these GTC are also other special agreements between the Parties concerning in particular the use of the Website, documentation and intellectual property of the Law Firm.
1.5 Contact details. General contact details of the Law Firm are: info@dagital.eu, + 421 911 195 133, Dagital Legal, s.r.o., Nové Záhrady I / 9, 821 05 Bratislava - Ružinov district, Slovak Republic. The contracting parties are obliged to notify each other of changes in contact details, while the original contact details apply until the notification of new contact details. Communication (whether written or electronic) which is returned to one Contracting Party from already invalid contact details, the change or update of which the other Contracting Party was obliged to notify the Contracting Party sending the communication, shall be deemed to have been delivered.
1.6 Supervision. The activities of the Law Firm in advocacy matters are supervised by the Slovak Bar Association, Kolárska 4, 813 42 Bratislava (www.sak.sk), in matters of personal data processing by the Law Firm for Personal Data Protection of the Slovak Republic, Hraničná 12, 820 07 Bratislava 27, Slovak Republic (www.dataprotection.gov.sk) and in matters of consumer protection and electronic commerce by Slovak Trade Inspection, P. O. BOX 29, Prievozská 32, 827 99 Bratislava (www.soi.sk).
2.1 Compliance with regulations. The Law Firm provides legal services in accordance with the Advocacy Act and the statutes of the Slovak Bar Association, in particular the Bar Code.
2.2 Represenation. The Law Firm is entitled to be represented by another lawyer, trainee or employee of the Law Firm within the scope of its authorization, while such representation may not be against the will of the Client. The Client expressly agrees that the Law Firm may be represented by the persons listed on the Website within the scope of its authorization.
2.3 Insurance. The Law Firm is insured in the event of liability for damage that could arise from the provision of legal services with a limit of indemnity of at least 1.500.000 EUR. The provision of non-legal services is not covered by the Law Firm's liability insurance.
2.4 Language. Legal services, these GTC or a separate contract on the provision of legal services are offered to the Client primarily in the Slovak language; after a special agreement, they may also be provided in the English language.
2.5 Other services. These GTC also apply to any non-legal services provided by the Law Firm. In the event that it turns out that the legal services provided by the Law Firm are not legal services, the Parties have agreed to apply these GTC to the given services to a reasonable extent.
3.1 Remuneration. The Law Firm's remuneration for legal services provided to the Client is agreed between the Contracting Parties, in particular in a separate contract for the provision of legal services, in the form of acceptance of the Law Firm's offer (including acceptance by email) or reference to the price offer on the Website. The Law Firm is entitled to demand a reasonable advance payment. Regardless of whether in scope of the remuneration, incorporation of Client's comments to the Legal Documentation is not a condition for invoicing of the remuneration provided first drafts of the Legal Documentations were provided. Signing of any acceptance protocol is not a condition for invoicing of the remuneration.
3.2 Maturity and Invoicing. The general maturity of the Law Firm's remuneration for legal services is 15 days, unless the Parties have agreed otherwise in a separate contract. Legal services The Law Firm invoices on a monthly basis in arrears, unless the Parties have agreed otherwise. If the Parties have agreed on monthly invoicing, each invoice of the Law Firm shall be based on a detailed overview of the time spent on entry in the format: day, time and a detailed description of the legal services provided. These data are recorded by the Law Firm on a daily basis and are available at any time for the Client's notification. If the Parties have agreed on a fixed remuneration, the Law Firm shall not record and report the time spent on the assignment. Any invoicing according to these GTC or License Conditions takes place exclusively in electronic form.
3.3 Additional costs. The remuneration includes all costs of the Law Firm related to the provision of legal services, except for cash expenses and compensation for loss of time in accordance with Decree no. 655/2004 Coll. of Ministry of Justice on the fees and compensation of lawyers for the provision of legal services. The Law Firm's flat-rate costs relating to telecommunications, postal and transport costs represent 5 percent of the total remuneration and the Law Firm is entitled to charge these costs retrospectively.
3.4 Tarrif Remuneration. In the event that no remuneration for legal services has been expressly agreed between the Parties, the Parties have agreed on an hourly remuneration for legal services of 150 EUR excluding VAT payable monthly in arrears with a maturity of 15 days or a tariff remuneration with the same maturity, whichever is higher.
3.5 Inflation. In case the cooperation of Parties continues into another calendar year, the Client agrees that with the effect as of January 1st of such new calendar year, the hourly rate of the Law Firm is automatically increase by average level of inflation for services in the previous calendar year in which legal services have been offered. For this point to apply it is not required for the legal services to be provided during the whole previous calendar year.
3.6 Incorporation of comments. The Law Firm shall incorporate one round of Client's comments, if not agreed otherwise. This does not apply to cases where the Law Firm provides blank templates or tools. Incorporation of any further comments beyond the first round is regarded as additional legal services subject to the agreed hourly rate regardless of whether the offer or assignment was based on estimate or fixed remuneraiton. Programming changes of tools, change of their philosophy or funstionality are always regarded as additional services subject to the agreed hourly rate, while the Law Firm is not obliged to incorporate them. Incorporation of Client's comments or feedback does not mean the Law Firm will identify with all Client's suggestions, while it acts based on its professional discretion and in the best interest of the Client. If not agreed otherwise, incorporation of comments is limited to 8 percent of overall time fund for the original assignment (first draft) using standard hourly rates. Should incorporation of comments take longer, the Law Firm is at its choice not obliged to incoporate the comments or incorporate such remaining comments as additional legal services.
3.7 Assistance. The Client shall provide the Law Firm all required assistance for duly and timely provision of the legal services, including by providing all required documentation and information, all within the timeframe the Law Firm had devoted to the assignment as per the offer or agreement. If the Client does not provide such assistance, the Law Firm is allowed to deliver legal service and prepare any deliverables of Legal documentation only based on the documentation and information provided by the Client as per previous sentence. Late or subsequent provision of the documentation and information and their incorporation by the Law Firm is regarded as additional legal services except for cases when the Law Firm is in delay with providing the deliverables or legal services.
4.1 GTC. The Client is obliged to comply with these GTC, a separately agreed contract with the Law Firm and the License Conditions. In the event of a breach of these GTC or an individually agreed contract for the provision of legal services, the Client is obliged to immediately notify the Law Firm of this fact. The general business or other conditions of the Client or a third party do not apply to the provision of legal services by the Law Firm, unless the Contracting Parties expressly agree otherwise.
4.2 Confidentiality. The Law Firm is obliged to maintain confidentiality about the facts of which it learned in connection with the performance of advocacy pursuant to Section 23 of the Advocacy Act. The obligation of professional secrecy does not apply in the case of an obligation imposed by law to prevent the commission of a criminal offense or to the permitted publication of the Law Firm's reference in the sense of the following point. The duty of confidentiality applies to all persons used by the Law Firm to provide legal services (employees, advisers, cooperating lawyers, trainees, etc.). The obligation to maintain confidentiality continues even after any Termination (as defined below).
4.3 References. It is common practice for law firms to provide basic information on clients and the content of legal advice in a general form for the purposes of national or international law firm evaluations, as references on their own website, in marketing materials or in the provision of legal services offers. The Client agrees that the Law Firm will state this basic information about the Client and the legal advice provided, together with the indication of the Client's logo on the Website or other materials. The Law Firm undertakes to proceed with the use of references in a manner in which no sensitive information about the Client and the content of legal advice will be disclosed. The Law Firm may not use the reference if this would jeopardize the Client's interests. Example of a general reference format used by the Law Firm:
"Client's business name / Client's group - provision of legal advice in the field of personal data protection, including delivery of differential analysis of compliance with GDPR and preparation of standard documentation.".
4.4 Liability for damage. The Law Firm is liable to the Client for damage caused by the provision of legal services pursuant to Section 26 of the Advocacy Act. The Client shall be liable to the Law Firm in particular for damage caused by a breach of its obligations under these GBTC.
4.5 Scope of protection. Even if the specific rights of the owner, author or executor of intellectual property rights have not been applied in accordance with the relevant legal regulations, they shall be applied in accordance with the agreement of the Contracting Parties and these GTC to the maximum extent on a contractual basis. In the event of a breach of these license conditions or in the event of non-payment of remuneration for the use of the Materials by the Client, the Client and any person with Intellectual Property are obliged to immediately terminate the use and return it to the Law Firm.
4.6 Use of Materials. The Client and anyone to whom the Materials are intended are entitled to use them if they comply with the basic license restrictions of the Law Firm consisting in keeping the Trademark, Mark or references to these GTC or the license conditions of the Law Firm on the Materials for the entire period of their authorized use. The license to use the Materials is non-exclusive and limited to the intended purpose (i.e., normal use of the Materials), without the right to sublicense to third parties and without the right to commercially use the Materials, unless otherwise stated by the Law Firm.
Provisions of this point 5 under these GTC apply only to use of the Tools by the Client or anyone else.
5.1 The Client is is entitled to use the Tools only for purposes expressly related to legal services, in particular to ensure compliance with legal regulations. License for the use of the Tools is granted by the Law Firm only to the Client and the Client's organization within the agreed scope. Other Client´s organizations are granted license only if it is expressly agreed, otherwise these organizations and their employees are deemed to be third parties. License is non-exclusive, for consideration and with limited use specified under these GTC. The Client shall not acquire neither the right to sublicense nor the resale right. The Law Firm is entitled to withdraw the license in case of a breach of license conditions under these GTC.
5.2 The Client and anyone who becomes acquainted with, disposes of or comes into contact with the Tools shall not without the prior written consent of the Law Firm:
a) commercially use the Tools without special agreement with the Law Firm, in particular, the resale or licensing or impersonation of the author, owner or executor of the rights to the Tools;
b) publish the Tools in any way, regardless of the manner and form of publication;
c) interfere, access, amend the source-code or any other code of Tools or otherwise attempting to do so;
d) copy Tools, their structure and content into other formats other than through the function of exports or create a new work or tools on the basis of the Tools;
e) access the Tools, their structure and content in the format of Excel to the third parties, advisors, auditors notwithstanding their duty of confidentiality, which does not replace the right to use or acquire authorised access to the Tools, without prejudice to the point 5.3 below.
5.3 Exports. Function of the exports within the Tools serves to avoid the need to access the Tools. If there is a legal ground, the Client is entitled to use the Tools also without any consent or information of the Law Firm to access pdf. exports from the Tools to anybody from the group, auditors as well as public authorities, data subjects, and access them within the scope of legal due dilligence to counterparty and its advisers. This shall be without prejudice to a general prohibition on copying and accessing the Tools and its structure and content in Excel format as stated above.
5.4 Contractual penalty. For each individual breach of the point 5 under these GTC, the infringing party is obliged to pay the Law Firm a contractual penalty of 50,000 EUR without VAT (fifty thousand euros), which does not affect the Law Firm's right to compensation for damage caused by a breach of this obligation.
Provisions of this point 6 under these GTC apply only to subscribe from the Data Protection Monitoring service.
6.1 Subscription fee. The Data Protection Monitoring can be subscribed by the Client only on the basis of an annual subscription fee, which is due and payable at the start of the period and non-recoverable. The amount of the fee and coverage of the subscription are subject to an offer and its acceptance by the Client, while the Law Firm reserves the right to amend the subscription fees and its conditions for further (subsequent) periods.
6.2 Subscription period. Subscription period shall be a period of 12 consecutive calendar months, in which the agreed subscription fee was paid by the Client, while the relevant period begins to run in agreed month. Subscription period represents a fixed period, in which subscription fees are agreed while the subscription period cannot be reduced and terminated by notice or withdrawal.
6.3 Auto-renewal. Subscription period shall be extended for another annual period unless during the original period: a) the Client does not notify the Law Firm the non-renewal, while in this case, the Law Firm is entitled to send an invoice in the original amount and under same conditions; or b) the Law Firm provides a new offer or conditions of subscription, while in this case, the subscription continues only if the Parties agree so.
6.4 License. The Client is entitled to freely use and distribute the outputs from the Data Protection Monitoring service within its organisation and within the agreed scope of entitled users and the Client is free to amend such list of users at any time. Without the prior consent of the Law Firm, the Client or anyone else may not publish or otherwise use the outputs of the Data Protection Monitoring service.
7.1 Duration. The duration of the relationship between the Law Firm and the Client is always defined separately in the agreement between the Contracting Parties. The duration may also be agreed in the framework form, where the Client is entitled to request the Law Firm's advice at any time under the framework conditions agreed upon.
7.2 Termination. The relationship between the Law Firm and the Client - as regulated by the Advocacy Act and the statutes of the Slovak Bar Association - lasts even after fulfillment of the mandate, termination of legal services, termination of cooperation, or any termination of the contract for legal services or these GTC "Termination") at least to the extent of maintaining confidentiality, License Terms, references, and other provisions of these GTC or a separately agreed contract, the nature of which implies that they should continue after Termination. Termination by resignation from the Law Firm is regulated in Section 22 of the Advocacy Act.
7.3 Refund of Performance. In the event of any Termination, the Contracting Parties shall not return the services already provided (including remuneration), unless otherwise stated in these GTC.
7.4 Right to monetary performance. The right to monetary performance for services already provided or the right to a refund of funds of any Party arising before the Termination or arising as a result of the Termination shall not expire and the obligated Party shall satisfy it without delay, no later than 10 days from the Termination.
8.1 Applicable law and jurisdiction. These GTC as well as any relations and possible disputes between the Parties shall be governed by and construed in accordance with Slovak law. The competent Slovak courts have exclusive jurisdiction to decide disputes between the Parties. The Parties have agreed that, in the alternative, the Commercial Code shall apply to these GTC aswell as any other relations and possible disputes between the Contracting Parties..
8.2 License conditions in the GTC. For the avoidance of doubt, these GTC apply to all Intellectual Property, regardless of whether the subject enjoys protection under the relevant legislation or not, and this subject will provide maximum legal protection in accordance with these GTC.
8.3 Change of GTC. The Law Firm is entitled to change these GTC at any time, even without stating a reason, and the change is effective by publishing these GTC on the Website. The Contracting Parties may deviate from the provisions of these GTC by agreement, including the agreement by e-mail.
In Bratislava, March 1st 2023
Dagital Legal, s.r.o.