Terms and Conditions

GENERAL TERMS AND CONDITIONS OF THE BESEGMA SERVICE

1. Opening Provisions

1.1. TESYDA s.r.o., ID No.: 21382212, with its registered office at U Habrovky 247/11, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. C 288901, is a provider of a service (SaaS) (hereinafter referred to as the “Provider”) consisting in making available an online solution for automatic predictive analysis of data, in particular business data, that is called Besegma (hereinafter referred to as the “Service”). The Service is available at https://app.besegma.com/.

1.2. These General Terms and Conditions (hereinafter referred to as the “Terms”) govern the contractual relationship between the Provider and the person on whose behalf the use of the Service is contracted (hereinafter referred to as the “Customer”). The Service is not intended for consumers. These Terms also govern the relationship between the Provider and all natural persons with a user account (hereinafter referred to as the “Users”), as they may not necessarily be the Customers.

1.3. The Service belongs to so-called AI systems and therefore its outputs may be incorrect or misleading. Any assessment of their suitability, as well as their possible use, is the sole responsibility of the Customer.

2. Contractual relationships

2.1. If a person is interested in using the Service, an authorized representative of the future Customer must create a user account, which will then be used to administer the Service, including managing the rights of other Users (hereinafter referred to as the “Owner account”). After selecting a subscription plan, the Customer must provide complete billing information and store a payment card, from which payments for the Service will be debited. The agreement concerning the subscription of the Service (hereinafter referred to as the “Agreement”) is concluded between the Provider and the Client upon submission of the respective form and acceptance of these Terms. A confirmation will be sent to the e-mail address associated with the relevant user account. The Agreement consists of the order form and these Terms. The first payment for the Service will not be charged until the end of the 14-day trial period, unless the option to start the subscription plan immediately has been selected. Within the trial period, the Customer may terminate the Agreement without any obligation to pay. Thanks to the stored billing information and payment card, it is then possible to easily change the subscription plan or purchase add-ons to the Service through the Owner account.

2.2. A condition for the creation of any user account (not only the Owner account) in the Service is an acceptance of these Terms by the future User. Each User is obliged to comply with the obligations that apply directly to him/her under these Term. The provisions of these Terms relating to the Customer shall apply to the User mutatis mutandis. The Customer is also obliged to ensure compliance with these Terms by the Users whom it has authorized to use the Service, while bearing full responsibility for their actions within the Service.

3. Rights and obligations of the Provider

3.1. Based on the Agreement, the Provider shall provide the Customer with the Service in the scope of the contracted subscription plan, in particular:

• The possibility to import data in .csv format;
• Creation and training of custom prediction models;
• Performing analyses and displaying prediction outputs;
• Administration of the Service, including management of Users;
• Support.

3.2. The Provider shall provide the Customer support for the Service if necessary. The Provider shall ensure that any support requests are resolved within a timeframe appropriate to their nature.

3.3. The Provider shall make reasonable efforts to ensure that the Service is available, secure and free from errors. However, as the Service relies on complex IT system and third-party infrastructure, it is provided without any guarantees or obligations regarding the level of service, unless otherwise expressly stipulated in these Terms. In particular, the Provider does not guarantee to the Customer that the Service and its individual features will always function flawlessly (e.g. that data will not be lost), will be available continuously and their security will not be compromised, especially due to force majeure, cyber attack, technical defect or regular maintenance. The Service does not serve as a data storage and the Customer is obliged to back up its data regularly.

3.4. The Provider shall be liable to the Customer only for damages caused intentionally or by gross negligence. Otherwise, to the extent permitted by the applicable law, the Provider’s liability for damages incurred by the Customer by using the Service or in connection therewith is excluded, while the Customer waives its potential right to compensation. If the Provider is obliged to compensate the Customer for damages, the maximum scope of compensation for damage is limited to the total amount of payments paid by the Customer to the Provider for the use of the Service in the last 12 months.

3.5. The Provider shall not be liable for any damages caused to the Customer due to events beyond its reasonable control, including actions of third parties (such as natural disasters, pandemics, operational failures, or outages of subcontractors). Either the Provider or the Customer may terminate any agreement under these Terms if an event beyond the Provider’s control prevents the operation of the Service and continues for more than 10 days.

3.6. The Provider reserves the right to change the Service at will or to terminate its provision at any time (if the prepaid period has expired or has been pro rata refunded). The Provider shall not be liable for any damage that could be incurred by the Customer because of the above.

3.7. In the event of a reasonable suspicion of a breach of these Terms by the User or the Customer, the Provider reserves the right, without prior notice and without any compensation, to temporarily restrict access to the Service through the relevant user accounts, including the relevant Owner account, or to cancel these user accounts and terminate immediately the relevant contractual relationships arising under these Terms, at its sole discretion. In such case, the Customer shall not be entitled to a refund of the price already paid for the Service.

3.8. The Provider is entitled to publish information about the use of the Service by the Customer as its reference.

4. Rights and obligations of the Customer

4.1. The Customer declares that it has thoroughly reviewed these Terms, agrees to them, and undertakes to comply with them without reservation.

4.2. The Customer declares that it has thoroughly familiarized itself with the characteristics of the Service and has assessed its suitability for its needs. In particular, the Customer acknowledges that the Service is an AI system and its outputs may be incorrect or misleading, while their quality depends, among other things, on the volume and quality of the input data provided by the Customer. The outputs of the Service are for informational purposes only and do not constitute guaranteed recommendations or professional advice. The Customer is solely responsible for any assessment of their suitability and possible use.

4.3. The Provider does not interfere in any way in the legal relations between the Customer and third parties. The Provider has no influence on the manner of use of the Service and its outputs by the Customer. For this reason, the Customer bears all responsibility for the use of the Service and its outputs and agrees to fully indemnify the Provider for any obligations to compensate a third party for damages or sanctions imposed by a public authority, arising from the Customer’s use of the Service or its outputs.

4.4. The Customer shall use the Service only in accordance with its purpose and in such a way as not to damage the Provider’s reputation and legitimate interests. Therefore, when using the Service and in connection with it, the Client shall comply with all applicable legal regulations, as well as to always proceed in accordance with good morals and due professional care. The Provider further expressly states that the Service and its outputs are not intended for the following purposes and are not allowed to be used for them:

• use by public authorities, including for determining of social score, decisions on public assistance benefits, the dispatching of first response services, law enforcement by law enforcement authorities, decisions on migration, asylum and border controls, as well as the interpretation and application of the law by a judicial authority;
• materially distorting behavior of a person in a manner likely to cause significant harm to that person or others;
• biometric identification or categorization of natural persons;
• use as a safety component;
• determining access of natural persons to or admission in education or vocational training institutions, assessing their learning outcomes and evaluating tests, including detecting prohibited behaviour;
• recruitment or selection of job candidates, decisions on promotion or termination of work-related contractual relationships, assignment of tasks, monitoring and evaluation of the performance and conduct of persons within work-related relationships;
• evaluation of creditworthiness of natural persons or establishing their credit score;
• making predictions of the development of financial markets for the purpose of investing.

4.5. In the event that the Customer uploads any data (e.g. information, personal data, databases or copyrighted works, etc.) to the Service (hereinafter referred to as the “Customer Data”), the Customer undertakes that it is entitled to do so (in particular, that it has the appropriate licenses, permissions and consents) and guarantees the Provider that the use of such data within the Service will not infringe the rights of third parties or otherwise violate applicable legal regulations. To the extent necessary for the provision of the Service, the Customer grants the Provider a gratuitous licence to use the Customer data, as well as permission to use the personal attributes (if applicable). The Provider does not in any way supervise the compliance of the Customer Data with legal regulations. If the Provider learns of the illegal nature of the Customer Data, it is entitled to make it inaccessible or remove it from the Service.

4.6. The Customer shall comply with all its legal obligations (e.g. informational) in connection with the use of the Customer Data and Service outputs.

4.7. The Customer is entitled to allow the use of the Service to as many Users (who will use the Service on its behalf) as are included in the contracted subscription plan. Each natural person must have his/her own user account (it is forbidden to share the credentials). For the avoidance of doubt, it is stated that the use of the Service by Users authorized by the Customer shall be deemed to be use by the Customer, and the Customer shall be liable for any breach of these Terms that occurs through such use. The Customer agrees to protect the credentials for the Service and ensure they are not disclosed to any third parties. The Customer is solely responsible for any use of the Service by third parties through the user accounts managed by the Customer.

4.8. The Customer shall not misuse the Service or employ any procedures, software tools or scripts that could negatively impact operation of the Service, disrupt its functionality, or cause overload. The Customer shall also not perform any other activity that could constitute an unauthorized interference with the Service with regard to its purpose and functioning.

4.9. The Service and its content may be protected by intellectual property rights. Based on these Terms, the Customer is entitled to use the Service exclusively in a standard manner, which is considered to be the use through the user account via the web interface, and only for the purposes arising from these Terms. Except this authorization, Customer acquires no rights in the Service and its content (not including Customer Data). Without prior authorization obtained from the Provider or the relevant rights holders, it is not possible to use the Service, any of its components or content, including source codes, logos and other graphic elements, in any other way than in the manner and for the purposes stated above. In particular, the Customer is not permitted to modify them, include them in collective works, or otherwise interfere with them, reproduce them, distribute them or communicate them to the public.

4.10. The Customer is not entitled to use the Service, any of its parts or content, including source codes, logos and other graphic elements, for the purpose of developing another computer program competing with the Service and its marketing, as well as for any other purpose interfering with the rights or legitimate interests of the Provider. In particular, the Customer is not entitled to perform any analysis of the functionality of the Service and its components.

5. Price and payments

5.1. The Provider offers the Customer the opportunity to try the Service free of charge within a trial period of 14 days from the conclusion of the Agreement. During the trial period, the Service will be provided only in its basic scope, and since it is free of charge, the Customer shall have no rights from defective performance. After the trial period ends, the contracted subscription plan will commence.

5.2. The parameters of the available subscription plans and add-ons, along with their prices, are specified in the current price list published on https://besegma.com/pricing (hereinafter referred to as the “Price List”). The prices listed do not include VAT and similar taxes, which may be added to the price during the checkout process, depending on the information provided by the Customer. The Customer shall pay the Provider for the provision of the Service the price of the contracted subscription plan determined in accordance with the valid Price List, including all applicable taxes. The Price List is considered an integral part of the Terms, and therefore any changes to it shall be made pursuant to Article 7.3.

5.3. The price of the contracted subscription plan is paid in advance for a month or for a year (the “Payment Period”) via the payment card stored upon conclusion of the Agreement for the purpose of automatic payments for the upcoming Payment Period. The Customer acknowledges and agrees that if it does not terminate the Agreement in time before the end of the Trial Period or the current Payment Period, it will be automatically charged for the upcoming Payment Period. The Provider is entitled to deduct payments corresponding to the price of the contracted subscription plan, including all applicable taxes. Regular payments are always deducted on a day that corresponds to the day of the first payment, or if there is no such day in the relevant calendar month, then on the last day of the month. Upgrade of the contracted subscription plan is possible at any time but is required to pay the price difference for the remaining portion of the current Payment Period. Changing the subscription plan to a lower one is only possible from the upcoming Payment Period.

5.4. Payments for the contracted subscription plan or selected add-ons can be made through the Stripe payment gateway, using common types of payment cards. Payment card data is not stored by the Provider, but by the operator Stripe, whose terms of use and privacy policy apply to the use of payment gateway. The Provider is not responsible for any damage caused to the Customer in connection with the use of the payment gateway.

5.5. In the event of the Customer’s delay in payment of the price of the Service, the Provider has the right to suspend the provision of the Service to the Customer, as well as the right to withdraw from the relevant Agreement.

6. Personal data protection

6.1. Given that the Service is designed to work with data, personal data contained in the Customer Data may be processed when providing the Service. This data is processed by the Provider for the Customer as a data processor, while the processing is governed by the Data Processing Addendum, the content of which is Annex No. 1 to these Terms, and thus becomes an integral part of the contractual relationship with the Customer (hereinafter referred to as “DPA”).

6.2. The Provider is bound by the obligation of confidentiality in relation to the Customer Data and undertakes to implement technical and organizational measures in accordance with the DPA. The processing of Customer Data is automated, and therefore authorized employees of the Provider will access Customer Data only exceptionally in necessary cases.

6.3. Information on the processing of personal data of the Users is contained in a separate document available here.

6.4. Only necessary cookies are used for the operation of the Service. Their placement on the device can’t be rejected. The cookie policy relating to the Besegma.com website is contained in a separate document available here.

7. Final provisions

7.1. The Agreement relating to the subscription of the Service is concluded for an indefinite period of time. The Customer has the right to terminate the Agreement at any time and for any reason, with the Agreement then terminating at the end of the ongoing Payment Period (also applicable in the case of an annual Payment Period). The Customer has the right to use the Service until the end of the ongoing Payment Period and thus acknowledges that the part of the price attributable to the rest of that Payment Period is non-refundable. The Provider also has the right to terminate the Agreement for any reason by giving a notice at least 15 days before the end of the Payment Period, with the Agreement then terminating at the end of the given Payment Period. In connection with the termination of the Agreement, the Customer Data will be deleted, but not the user account. However, the User may request cancelling of the User Account at any time, and this request will be handled by the Provider without undue delay. The Provider may decide at any time to cancel inactive user accounts (without contracted subscription plan).

7.2. The Customer may not assign or transfer its rights and obligations arising from the contractual relationship with the Provider to a third party. However, the Customer agrees that the Provider may assign all rights and obligations arising from the contractual relationship with the Customer to a third party.

7.3. These Terms may be revised or changed by the Provider at any time. This does not affect the rights and obligations that arose during the effectiveness of the previous versions of the Terms, unless otherwise stated below. The Provider may unilaterally change these Terms to a reasonable extent even in relation to existing obligations, whereas reasonable changes are considered to be in particular corrections of inaccuracies, changes related to changes to the Service or its features, changes in charging for features, changes to the Price List and the DPA, as well as changes forced by changes in legal regulations or their interpretation. In such a case, the Provider shall notify the Customer of any changes to the Terms at least 30 days before they take effect by publishing the updated version of the Terms at www.besegma.com/terms-and-conditions/. In the case of more significant changes, the Provider may also send a notification to the e-mail address associated with the user account. Customers and Users have the right to reject changes to the Terms and for this reason to terminate the relevant contractual relationship (user account agreement or Agreement) no later than 15 days from the notification of the changes by the Provider. The notice period shall be 15 days, commencing on the day the notice is delivered to the Provider. If the Customer / User does not terminate the agreement within the given period, it shall be deemed that it accepts the changes to the Terms and the updated Terms will become part of the agreement. The effective version of the Terms is always available at www.besegma.com/terms-and-conditions/. The Customers and Users are obliged to familiarize themselves regularly with the most current version of the Terms.

7.4. All legal relationships between the Customer and the Provider arising from these Terms, in particular the Agreement, shall be governed by the laws of the Czech Republic. Any disputes arising from relationships on the basis of these Terms, in particular the Agreement, shall be resolved exclusively by the competent courts of the Czech Republic and in accordance with the laws of the Czech Republic.

7.5. The invalidity of any provision of these Terms does not affect the validity of the other provisions.

7.6. The Customers and Users can contact the Provider with any questions, requests or complaints at hello@tesyda.com.

Version 1.0
Effective from: 22. 2. 2025

Annex No. 1 to the Terms
DATA PROCESSING ADDENDUM

1. Opening Provisions

1.1. This arrangement within the meaning of Article 28 (3) of the GDPR is concluded as part of the Agreement concluded between the Provider and the Customer on the basis of Terms (hereinafter referred to as the “DPA”). All terms used in this DPA shall have the same meaning as defined in the Terms. The DPA relates to the processing of Customer Data with the nature of personal data within the Service (specified in more detail in Section A. of this DPA) (hereinafter referred to as the “Processing”), in relation to which the Customer acts as a personal data controller and the Provider processes the data on its behalf as a data processor.

2. Obligations

2.1. The Customer, as the controller of Customer Data with the nature of personal data, shall maintain a valid legal basis throughout the Processing within the Service, and to comply with all its legal obligations towards data subjects, in particular the information obligation. The Customer further undertakes to immediately remove from the Service Customer Data of the nature of personal data for the processing of which it does not have a valid legal basis.

2.2. The Provider is obliged to process Customer Data with the nature of personal data only based on the Customer’s instructions arising from this DPA or given by an authorized person through the user account or through support services. The instructions are limited by the scope of the Provider’s obligations to the Customer. The Provider shall notify the Customer if it believes that its instructions violate legal regulations.

2.3. Customer Data will not be transferred to countries outside the EU.

2.4. The Provider shall maintain confidentiality regarding all Customer Data and ensure that all persons authorized to access personal data on the Provider’s side are bound by a contractual or statutory obligation of confidentiality, including other processors involved in the Processing by the Provider. The confidentiality obligations shall survive even after the termination of the contractual relationship between the Provider and the Customer.

2.5. The following sub-processors are engaged on the basis of a contract in the Processing of Customer Data with the nature of personal data:
– Microsoft Ireland Operations Limited, One Microsoft Place, South County Business Park, Leopardstown, Dublin 18, D18 P521 Ireland;

2.6. The Customer, as the data controller, provides the Provider with general authorization to make changes concerning the addition or replacement of sub-processors. The Provider shall notify the Customer of the changes at least 30 days prior to the implementation. The Customer may object to changes in the sub-processors engaged in the Processing by rejecting the changes pursuant to Article 7.3 of the Terms.

2.7. Any sub-processor engaged in the Processing by the Provider must be contractually bound by obligations corresponding to the scope of this DPA.

2.8. The Provider shall implement the technical and organizational measures described in Section B of this DPA.

2.9. The Provider shall reasonably assist the Customer in fulfilling its obligation to respond to requests for the exercise of the rights of the data subject through support services, if the subject’s requests cannot be resolved directly through the user account. If the Provider receives a request addressed to the Customer, it shall forward it to the Customer without undue delay.

2.10. The Provider shall reasonably assist the Customer in ensuring compliance with the obligations regarding the security of Customer Data with the nature of personal data, notifying and communicating security breaches, carrying-out data protection impact assessments, as well as consulting the supervisory authority, considering the nature of the Processing and the information at disposal of the Provider. Any breach of the security of Customer Data with the nature of personal data of which the Provider becomes aware shall be reported to the Customer without undue delay.

2.11. Upon termination of the contractual relationship, the Provider shall delete the Customer Data and all copies thereof, unless legal regulations require its retention. As the Customer Data is processed solely in electronic form and remains accessible to the Customer, the Provider is not obliged to return the Customer Data to the Customer on a data carrier.

2.12. The Provider shall provide the Customer with all information necessary to demonstrate that the obligations laid down in Article 28 of the GDPR have been fulfilled and shall enable and contribute to audits, including inspections, carried out directly by the Customer or by an auditor mandated by the Customer within a reasonable period of time.

3. Section A – Systematic description of the Processing

3.1. The Provider, as a data processor, shall carry out for the Customer the following Processing of Customer Data with the nature of personal data (only at the level of securing the technical solution in the form of the Service):

• Data subjects and type of data:
• Particularly Customer’s clients and other data subjects who use the Customer’s services;
• Customer’s employees, contractors and partners;
• In general, data subjects whose personal data the Customer includes in the Customer Data.
• Processing operations: particularly collection, organisation, storage, retrieval, alignment, disclosure, use, alteration, erasure;
• Purpose of the Processing: Predictive data analysis according to the Customer’s requirements.
• Nature of the Processing: Mostly automated, partly manual (support and maintenance);
• Duration of the Processing: For the duration of the contractual relationship between the Provider and the Customer, unless the Customer as the data controller deletes the Customer Data earlier.

4. Section B – Technical and organisational measures

4.1. The Provider undertakes to implement and maintain technical and organizational measures in relation to the Processing, at least to the following extent:

• A secure ISO 27001 certified data center located in the EU that has logical (firewall, passwords, roles and permissions) and physical (doors, locks, reception/security, electronic security, CCTV) access control measures in place;
• Encryption of Customer Data at rest and in transit;
• Strong password policy in the Service and encryption of the passwords;
• Confidentiality obligation of all employees of the Provider with the possibility to access the Customer Data;
• Conclusion of data processing agreements pursuant to Article 28 of the GDPR with all sub-processors;
• Internal data protection policy, including the Customer Data access control system;
• Regular automatic backups;
• Regular review of the security concept.