Terms of Service

1. General provisions

These Terms govern the use of the Nodali B2B SaaS platform and form part of the contract between the operator and the customer. The operator is David Hošek, doing business under the trade name Progity, Company ID 03956890, with registered office at U Potoka 247, 440 01 Peruc, Czech Republic, registered in the Czech Trade Licensing Register, e-mail: hello@noda.li, phone: +420 602 352 762.

Nodali is intended exclusively for businesses, self-employed persons and legal entities. The service is not offered to consumers. A person placing an order or accepting these Terms confirms that they act on behalf of the customer and are authorised to do so.

2. B2B status and customer verification

Nodali is intended exclusively for customers acting in the course of their business activity. Creating a tenant and activating a paid service are conditional on providing and reasonably verifying business and billing details. For Czech entities the operator may verify the Company ID (IČO) in particular through the ARES register; for entities from the European Union, the VAT ID in particular through the VIES system. A foreign entity without a verifiable VAT ID may be accepted after individual verification of its business status.

Unsuccessful or contradictory verification may be grounds for refusing or suspending activation. Verification serves to reasonably confirm the customer's business status; it does not by itself guarantee the existence or accuracy of the customer's details and does not relieve the customer of responsibility for their correctness.

3. Contractual documents and formation of the contract

The contract is formed by order confirmation, activation of a paid service, acceptance of an individual offer or another demonstrably agreed method. The contract consists of these Terms, the Payment and Delivery Terms, the Complaints and Cancellation Terms, the current price list, any individual offer and, where the operator processes personal data on behalf of the customer, also the data processing agreement.

In the event of a conflict between documents, the following order of precedence applies: (1) an individual written contract or agreement; (2) an individual offer and order; (3) the data processing agreement for matters of personal data processing; (4) these Terms; (5) the Payment and Delivery Terms and the Complaints and Cancellation Terms, each within its specific area; (6) the price list.

4. Tenant, accounts and permissions

The customer is responsible for the accuracy of its details, administration of the tenant, assignment of roles, the activity of its users and the protection of access credentials. Access is personal and must not be shared outside the customer's authorised persons. The customer shall notify the operator without undue delay of any suspected account misuse or security incident.

5. Licence, permitted use and intellectual property

For the duration of the contract, the customer obtains a non-exclusive, non-transferable and time-limited right to use Nodali for its own business activity within the scope of the activated services. Without the operator's prior consent, the customer must not resell the service, provide it to third parties as its own service, circumvent technical restrictions, perform unauthorised security testing or interfere with the source code or infrastructure.

The software, source code, user interface, documentation, database structures, marks, know-how and other elements of the Nodali platform remain the property of the operator or its licensors. The contract does not transfer to the customer any intellectual property rights to the platform beyond the agreed right of use.

6. Prices, invoicing and payments

Current prices are stated in the price list and before order confirmation. The operator is not registered for Czech VAT and is a VAT-identified person. For domestic customers the operator does not add Czech VAT to the price; the stated price is the amount charged by the operator. For cross-border B2B services, the tax regime is determined by the customer's registered office and tax status and other relevant circumstances. Where the reverse-charge mechanism applies, the tax is declared by the customer in the recipient's state. The customer is responsible for the accuracy of the billing country, VAT/tax ID and other tax details.

The Core price is paid in advance for one billing period. Prices for modules, feeds, connectors and other recurring add-on services accrue continuously according to the actual active days; no pro-rated price is charged immediately when an add-on service is activated. On the first day of the following billing period, the operator issues one consolidated billing statement including the Core price for the new period and the price of add-on services for the closed period. For card payments, the customer has 5 calendar days from the date of issue of the statement to raise objections; if no objection is raised within that period, payment is made on the sixth day and the corresponding document is issued. Customers paying by bank transfer are issued, together with the statement, an invoice with a due date of 14 days; objections may be raised until the invoice is due. Details are governed by the Payment and Delivery Terms. The running price estimate displayed in the portal is informational only; the final amount is determined when the period is closed based on the actual active days.

As part of the pilot operation, individual introductory terms or discounts may be provided for Core and selected modules. Their amount, scope and duration are agreed individually when joining the pilot and are stated in the individual offer. Development of solutions specific to a particular customer may be priced separately.

If the customer is in default, the operator may, after notice, restrict or suspend the service. This does not affect the obligation to pay obligations already incurred, statutory default interest or reasonably incurred recovery costs.

7. Changes to services

The customer may activate or deactivate modules, feeds and other services using the portal functions. A recurring add-on service is activated without undue delay; its price accrues continuously based on actual active days and is billed in arrears as described in the Payment and Delivery Terms. Deactivation of a recurring service takes effect under the rules set out in the Payment and Delivery Terms, unless agreed otherwise.

A change of the Core tier always takes effect only from the start of the next billing period. An upgrade may be scheduled at any time; however, it does not apply retroactively or in the middle of a running period. A downgrade may be scheduled no earlier than from the sixth day of the billing period, provided the usage projection allows it. A scheduled change may be cancelled at any time before it takes effect.

8. Customer data

The customer retains all rights, entitlements and legal titles to the data and digital assets it enters into Nodali, creates by using it or makes available through integrations, to the extent such rights belong to the customer. The customer is responsible for their lawfulness, accuracy, quality, necessary permissions and the legal basis for processing. The customer grants the operator, for the duration of the contract, the right to process such data only to the extent necessary to provide, secure, support and bill the agreed service, unless a separate legal basis is agreed for another purpose.

Where the operator processes personal data on behalf of the customer in providing the service, it acts as processor and the customer as controller in respect of such processing. Before activating Nodali Connect, import feeds, system integrations or any other function enabling the entry or synchronisation of customer data, the customer and the operator shall enter into a data processing agreement under Article 28 GDPR.

The data processing agreement is concluded electronically through the customer account by its express acceptance by a person authorised to act for the customer. A handwritten signature or a qualified electronic signature is not required, unless individually agreed otherwise. The operator will record the identity of the acting person, the customer, the wording and version of the accepted agreement and the moment of its conclusion.

Until the data processing agreement is concluded, it is not possible to activate Nodali Connect, import feeds, system integrations or other functions enabling the entry or synchronisation of customer data. Until then, the customer must not enter personal data of third parties into the service. If pilot operation uses real personal data, the data processing agreement must be concluded before it starts; where exclusively anonymous, aggregated or synthetic data are used, it may be concluded before switching to the processing of real personal data.

9. Integrations and third parties

Nodali may communicate with systems of the customer and third parties, for example ERP, WMS, TMS, e-commerce, accounting, carrier, mapping, e-mail or telematics services. The operator is not responsible for the availability, interface changes, accuracy of input data or conduct of third parties that it cannot reasonably influence. The customer is responsible for the licences and permissions needed to connect such systems.

10. Availability, maintenance and support

The service is provided on a best-effort basis without a guaranteed availability level, unless an SLA is agreed in writing. The operator may perform maintenance, security interventions and outages. Where possible, it will reasonably inform the customer of planned significant outages.

11. Prohibited use and suspension

It is prohibited to use the service for unlawful purposes, disrupt its operation, circumvent security, introduce malicious code, obtain data without authorisation or load the service in a way that endangers other customers. The operator may immediately restrict the service where required for security, a legal obligation or the prevention of serious harm; it will inform the customer of the reason unless prevented by law or security reasons.

12. Liability

Each party is liable for breaches of its contractual and statutory obligations. To the extent permitted by law, the operator is not liable for indirect or consequential damage, lost profit, loss of business opportunity, damage caused by defective input data, the customer's decisions or an outage of a third-party service.

The outputs of the platform, in particular analytics, reports, alerts, recommendations, checks, estimates and data taken over from integrations, are of a supporting and indicative nature. They do not replace the customer's professional, legal, tax, accounting, security or operational assessment. The customer is responsible for its decisions and for reasonably verifying the underlying materials before using them.

Unless the harm was caused intentionally or by gross negligence, and unless it concerns liability that cannot be limited under mandatory law, the operator's total aggregate obligation to compensate harm arising from or in connection with the contract is limited to the amount actually paid by the customer to the operator for Nodali services in the three calendar months immediately preceding the event giving rise to the harm. If the contract has lasted for a shorter period, the amount actually paid for that shorter period applies.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited by law, in particular for harm caused intentionally or by gross negligence.

13. Force majeure

A party is not in default and is not liable for a failure to perform a non-monetary obligation to the extent that its performance was temporarily or permanently prevented by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will and beyond its reasonable control, in particular a large-scale outage of third-party infrastructure or communication networks, a cyberattack, a natural disaster, war, civil unrest, an epidemic measure or an act of a public authority. The affected party shall inform the other party without undue delay and take reasonable measures to mitigate the impact. This provision does not relieve the customer of the obligation to pay for services already provided and monetary obligations already incurred.

14. Confidentiality

The parties will protect non-public business, technical and security information obtained in connection with the contract and use it solely for its performance. This does not apply to information that is publicly known, lawfully obtained from a third party or disclosed under a legal obligation. The confidentiality obligation lasts for the duration of the contract and for five years after its termination; for information constituting a trade secret it lasts for as long as it retains that character.

15. Term and termination

The contract lasts for the period of an active Core or for an individually agreed period. Individual services may be terminated as described in the Payment and Delivery Terms and the Complaints and Cancellation Terms. Complete removal of a tenant is possible only at the request of an authorised person and after settlement of obligations. Before data removal, the customer must perform any necessary export. After the contract ends, the operator may remove the data after a reasonable technical and backup period, unless a legal regulation or the data processing agreement provides otherwise.

The operator may terminate the contract or the affected service in the event of a material or repeated breach of the contract by the customer, long-term payment default, unlawful use of the service, an irremediable security risk, the customer's insolvency or insolvency proceedings, or permanent discontinuation of the product. Where the breach can be remedied, the operator will first request remedy within a reasonable period, unless immediate intervention is necessary for reasons of security, a legal obligation or the prevention of serious harm.

16. Data portability, switching and termination of the service

The customer may submit a request to export its data in the portal at any time. The export is processed asynchronously and is made available for download depending on the volume of data, no later than 24 hours after the request is submitted. A new export request may be submitted no earlier than 24 hours after the previous request. The operator will make exportable data available in a structured, commonly used and machine-readable format appropriate to the type of data, in particular CSV, XLSX or SQL.

The customer may request assistance in switching to another service provider, transfer of exportable data to its own infrastructure or erasure of exportable data. The operator will provide reasonable assistance and act so as to maintain reasonable continuity and security of the service during the transition. The transitional period for switching providers will not exceed 30 calendar days; at the customer’s request, it may be extended by the time necessary to complete the transition.

Standard data export and standard assistance with switching to another provider are free of charge. Only individual work beyond the standard export, in particular transformation of data into a third party’s format or custom development, may be priced separately following prior agreement with the customer.

After termination of the service, the data export option remains available for 30 days; the operator will then erase the data, subject to statutory retention, protection of legal claims, resolution of a security incident and technical backup cycles.

The transfer obligation does not extend to the operator’s internal security data, source code, proprietary algorithms and trade secrets, provided this does not make the customer’s switch impossible.

17. Changes to the Terms and prices

The operator may change the Terms or prices due to changes in the service, costs, legal regulations, security or technical conditions. A change affecting an active subscription will be announced at least 30 days before it takes effect. A shorter period is permissible only where required by a legal obligation, an imminent security risk or a change that cannot reasonably be postponed. If the customer does not agree with a material change, it may terminate the affected service as of the effective date of the change, unless the notice provides a more favourable procedure.

18. Governing law, final provisions and contact

The contractual relationship is governed by the law of the Czech Republic. Disputes arising from or in connection with the contract will be resolved by the court of the Czech Republic having subject-matter and territorial jurisdiction according to the operator’s registered office.

If any provision of these terms is or becomes invalid, ineffective or unenforceable, this does not affect the validity and enforceability of the remaining provisions. The parties will replace such provision with a valid and enforceable provision that most closely reflects the economic purpose of the original provision.

The contact e-mail is hello@noda.li. The Czech version of the documentation prevails.