Česky (závazné znění)

Negotiq Terms of Service

Version 2026-10-06 · effective from 2026-10-06 · English translation; the Czech version prevails

Negotiq is intended exclusively for businesses and legal entities acting in the course of their business (B2B). It is not offered to consumers. Provisions a User might not reasonably expect are highlighted in the text and are expressly accepted by the User (Article 23(10)). Changes from the previous version are summarised in the Change log at the end of this document.

1. Introduction

  1. These Terms of Service (the “Terms”) govern the rights and obligations between the operator SynQflows, s.r.o., ID No. 23685450, registered office Příčná 1892/4, Nové Město, 110 00 Praha 1, zapsaná v obchodním rejstříku vedeném Městským soudem v Praze, oddíl C, vložka 430249 (the “Operator”), and a business or legal entity (an “Organisation”) using the Negotiq platform available at https://app.negotiq.synqflows.com and related interfaces (the “Platform”), as well as the natural persons acting for the Organisation on the Platform (the Organisation and these persons together also a “User”).
  2. The Terms are business terms under Section 1751 of Act No. 89/2012 Coll., the Czech Civil Code (the “Civil Code”), and form the content of the contract for use of the Platform between the Operator and the Organisation (the “Contract”). The Contract is concluded for an indefinite period on completion of registration, during which the User expressly accepts the Terms; the Operator records the time of acceptance and the version of the Terms. Any use of the Platform, including access via the API, is governed by the current Terms.
  3. The Platform is not intended for consumers. Anyone registering or using the Platform represents that they act in the course of their business or on behalf of a legal entity, not as a consumer (Section 419 of the Civil Code). Consumer protection rules do not apply to the Contract or to Deals. The Operator may refuse registration of, or close the account of, a person who is not a business.
  4. The Platform Price List, Privacy Policy, Cookie Policy, AI Governance statement and Data Processing Agreement form an integral part of the Terms (together the “Related Documents”). The Security & Trust document is informative; binding technical and organisational measures are set out in Annex 1 to the Data Processing Agreement.
  5. In case of conflict, the Data Processing Agreement prevails in matters of personal data protection, the Platform Price List in matters of fee amounts, and these Terms in all other matters.

2. Definitions

Capitalised terms have the following meaning in the Terms and the Related Documents (Operator, Platform, Organisation, User, Contract and Civil Code are defined in Article 1):

3. Services and the Operator's role

  1. The Platform lets Buyers create Requests, find Suppliers, have Agents negotiate Offers and conclude Deals, and lets Suppliers publish their offering, set Agent Rules and conclude Deals. It also provides in particular anonymous market benchmarks, delivered-price estimates (including shipping and indicative customs duty), attachment management, Settlement records, Integrations, the Audit Chain and interfaces for third-party agents (A2A, MCP, REST API).
  2. The Operator provides an information-society service. The Operator is not a party to Deals and is not an agent, commercial agent, commission agent or broker of either party within Sections 2445 et seq. of the Civil Code; it does not buy or sell goods and is not liable for performance of Deals.
  3. The Operator does not receive, hold or transfer funds of the parties to Deals and does not provide payment services (Article 7(8)).
  4. The Operator does not verify User Content, the quality, safety or legality of goods and services offered, or the parties' ability to perform a Deal. Reliability and readiness indicators are statistical estimates from Platform data, not certifications.
  5. The Operator may approach prospective suppliers (in particular manufacturers and distributors) to register on the Platform; this creates no obligation towards a Buyer that a Supplier will be found for its Request.

4. Registration, account and authority

  1. Only persons aged 18 or over who are authorised to act for an Organisation may register, using true and complete data. The User represents that they are authorised to register and to take all actions on the Platform on behalf of the Organisation. Actions taken through the accounts of the Organisation's Users or through its API Keys are attributed to the Organisation; internal limits on the authority of persons acting for the Organisation that are not set in roles on the Platform are not effective against the Operator or other Users.
  2. The User shall protect access credentials (password, recovery code, API Keys, Webhook signing secrets and Integration credentials) and notify the Operator of their loss or misuse without undue delay. On suspicion of misuse the Operator may invalidate sign-ins and API Keys.
  3. Through the Organisation Administrator, the Organisation assigns and removes roles (in particular the right to approve Offers and payments) and sets up Integrations, the Verified Sender allow-list and Payment Details; the Organisation is responsible for these settings and for promptly revoking access of persons no longer acting for it.
  4. The Operator may refuse a registration or request evidence (e.g. a commercial register extract), in particular on suspicion of misuse or of a breach of Article 10. In doing so it does not carry out customer identification or due diligence under anti-money-laundering legislation.

5. Agent negotiations

  1. By creating and running a Request, the Buyer authorises the buying agent to negotiate on its behalf with Suppliers offering matching goods, strictly within the Mandate. The Mandate is electronically signed and cannot be changed once run; the buying agent never offers more than the maximum price set by the Buyer.
  2. By uploading a price list (including import via Integrations under Article 8) and setting Agent Rules, the Supplier authorises the supplier agent to negotiate on its behalf with Buyers within the Agent Rules and the price list. Prices in the price list are exclusive of VAT unless stated otherwise and apply in the currency and per unit of measure stated in the price list.
  3. An Agent is a technical means through which the Organisation expresses its will. Declarations made by an Agent within a Mandate or within the Agent Rules and the price list are declarations of the Organisation that created the Mandate or set the Agent Rules and the price list. The Operator does not act as a representative of either party. The same applies to third-party agents acting through the Organisation's API Key (Article 8(7)).
  4. Agents act deterministically under the rules described in the AI Governance statement; an Agent does not treat the content of attachments or specifications as instructions. The Buyer's ceiling and the Supplier's minimum are not disclosed to the other party.
  5. The counterparty is always informed that it is dealing with an automated Agent: negotiation rounds are labelled as such, the Receipt states this fact and the agent card in the A2A interface declares it.
  6. The ranking of Offers is determined by the buying agent according to the Buyer's priorities. The Operator does not sell preferential ranking; a Supplier's participation in negotiations can be limited only by the limit of its plan under the Platform Price List.
  7. Shipping, delivery date and duty estimates are based on Agent Rules, TARIC rates and data entered by the parties. The duty estimate is indicative; the actual duty, VAT and other charges follow customs proceedings and proof of origin.
  8. The Platform makes a Request's specification and attachments available to the Suppliers negotiating it. The Supplier must review the specification; an Offer concerns goods matching the specification.

6. Conclusion of a Deal

  1. An Offer negotiated by the supplier agent within the Agent Rules is the Supplier's binding proposal to conclude a contract (Section 1731 of the Civil Code) on the terms of the Offer. The proposal is valid for 14 days from negotiation unless the Supplier's Agent Rules state otherwise.
  2. A Deal is concluded when the Buyer (a person authorised to approve) approves the Offer on the Platform. If the Buyer chose automatic acceptance in the Request, the Deal is concluded when the buying agent accepts the recommended Offer; the agent does not automatically accept an Offer noticeably above the usual market price and submits it to the Buyer instead.
  3. The Deal comprises the Item's subject and specification, quantity and unit, agreed unit price and currency, price basis and shipping under the Agent Rules, delivery date, payment terms and other terms stated in the Offer and the Receipt. Other matters are governed by the Supplier's terms, if the Supplier made them available on the Platform before the Deal was concluded, and otherwise by the Civil Code (in particular Sections 2079 et seq.). The UN Convention on Contracts for the International Sale of Goods (CISG) applies to Deals between parties in different states unless the parties expressly exclude it.
  4. After a Deal is concluded the Platform discloses the parties' contact details to each other, issues the Receipt and opens the Settlement (Article 7). Delivery, invoicing and payment take place directly between the parties.
  5. Obvious error. If the Supplier's price list contains an obvious clerical or arithmetical error (e.g. a price lower by an order of magnitude), the Supplier may withdraw from the Deal within 2 business days of its conclusion via the Platform or in writing to the Buyer, stating the error. Repeated withdrawals may be treated by the Operator as a breach of the Terms.
  6. The parties resolve disputes arising from Deals between themselves. At the request of either party, the Operator may provide the Audit Chain entries, Receipts and AP2 Records relating to the Deal.

7. Settlement of a Deal

  1. After a Deal is concluded, the Platform opens the Settlement and creates AP2 Records under the Agent Payments Protocol (AP2):
    • IntentMandate — a record of the Buyer's brief taken from the signed Mandate;
    • CartMandate — a record of the agreed terms (subject, quantity, price, currency, shipping and total amount), attested by the Operator on the basis of the supplier agent's Offer made within the Agent Rules;
    • PaymentMandate — a record that the Buyer has approved payment of that CartMandate by bank transfer against the Supplier's invoice.
  2. AP2 Records are signed by the Operator with its own key (custodial attestation); they are not signatures of the parties, nor qualified electronic signatures or seals. The signature attests that the record originated on the Platform and has not been altered since signing; it can be verified with the public key published at https://app.negotiq.synqflows.com/api/trust/public-key. AP2 Records are not separate contracts or payment orders, do not authorise anyone to debit the Buyer's account and do not change the content of the Deal; in case of conflict the Deal under Article 6 prevails.
  3. The Supplier enters the Payment Details and is responsible for their accuracy and currency. From them the Platform compiles payment instructions for the Buyer (payee, account number or IBAN, amount, currency, variable symbol and due date) and a QR code in the Czech QR Platba or EPC QR format; it keeps, with the Settlement, the Payment Details on which the displayed instructions were based.
  4. The Supplier issues the tax invoice outside the Platform in accordance with the law and marks the Deal as invoiced on the Platform, stating the invoice number, amount including VAT, due date and variable symbol. The Supplier is responsible for these data matching the tax invoice and the Deal; the data on the Platform are for information only.
  5. The Buyer may notify on the Platform that it has made the payment, and the Supplier confirms receipt. These are statements of the parties which the Operator does not verify with banks. A monetary debt is discharged when the amount is credited to the account of the Supplier's payment service provider (Section 1957(1) of the Civil Code), not by marking it on the Platform.
  6. Either party may attach a dispute note to the Settlement; the Platform makes it available to the other party and writes it to the Audit Chain. The Operator does not decide disputes (Article 6(6)).
  7. Protection against fraudulent changes of bank details. If the Payment Details differ from those the Buyer previously used with the Supplier or from those on the invoice, the Buyer shall verify them through an independent channel before paying (e.g. by telephone to a Supplier contact known from before, not using details from the message announcing the change). The Operator is not liable for damage resulting from payment made according to Payment Details entered by the Supplier or by a person with access to its account, unless the Operator caused the damage by breaching its obligations.
  8. The Operator does not receive, hold or transfer funds, does not maintain payment accounts, does not place or initiate payment transactions and does not provide account information. It therefore does not provide payment services under Act No. 370/2017 Coll., on Payment Services; the Platform only displays information and keeps records. The Operator is not an obliged person under Act No. 253/2008 Coll., on Certain Measures against the Legitimisation of Proceeds of Crime and Terrorist Financing, and does not carry out customer identification or due diligence under that Act; the parties to a Deal fulfil their tax, accounting and other obligations themselves.
  9. Settlement data do not change the due date or other terms of the Deal, and completing them is not a condition of the Deal's validity.

8. Integrations and API

  1. Integrations are set up, changed and removed by the Organisation Administrator. By setting up an Integration the Organisation instructs the processing of data to the extent the Integration requires (in particular receiving e-mails, signing in to Third-Party Services and sending data to Webhook endpoints).
  2. E-mail intake. Each Organisation has its own Intake Address. Price lists in CSV, XLSX or ERP XML export format sent from a Verified Sender's address are imported by the Platform automatically; other messages wait for confirmation by a User in the app. An automatically imported price list has the same effect as if the Supplier had uploaded it itself (Article 5(2)). Sender verification relies on the sender's address and the technical results of message authentication (DKIM, SPF, DMARC) and cannot rule out every spoofing attempt; the Organisation therefore keeps its allow-list of senders current, does not publish its Intake Address and generates a new one if misuse is suspected. The Platform stores the sender, subject, time of receipt and attachments of messages for 90 days and then deletes them; imported offers remain. No commercial communications are sent from the Intake Address.
  3. ERP and product-feed connectors. The Platform enables import of price lists from POHODA, Money S3, ABRA Flexi, iDoklad, Fakturoid and SAP Business One, from CSV files using presets for Helios and other systems, and from product feeds in Heureka and Google format, either by uploading an exported file or by fetching data through the system's interface (API) with credentials entered by the Organisation. The Platform stores the credentials encrypted (AES-256-GCM) and uses them solely to fetch the price list on a User's instruction. Where the system allows it, the Organisation shall connect using a user with read-only access and the minimum necessary permissions, and is responsible for being entitled to grant access under its contract with the system provider.
  4. Order export. Data from concluded Deals can be exported in the formats of the systems listed in paragraph 3. The User shall check the export before importing it into its system.
  5. Webhooks. The Organisation may register HTTPS endpoints to which the Platform sends event notifications (in particular a Deal concluded, a Settlement status change, a price list imported and an inbound e-mail processed). Notifications are signed with HMAC-SHA256 following the Standard Webhooks convention; the Organisation verifies the signature and protects the secret. Upon delivery to the endpoint the data leave the Platform, and the Organisation is responsible for their further processing and security. The Platform retries failed deliveries for a limited time and may disable an endpoint that repeatedly fails; the state of data on the Platform is authoritative.
  6. API Keys. The Organisation Administrator creates, names and revokes API Keys. An API Key is displayed only when created; the Operator stores only its cryptographic hash and a few leading characters to tell keys apart.
  7. Third-party agents. A third-party agent (A2A, MCP or another API client) using an Organisation's API Key acts on behalf of that Organisation, and its actions are attributed to it (Article 4(1) and Article 5(3)). The Organisation is responsible for selecting and configuring such an agent; the limits of the Mandate and Agent Rules apply to it as well.
  8. Fair use of the API. Use of the API is subject to rate limits and other fair-use rules set out in the API documentation; when they are exceeded the Platform may temporarily reject requests. The Operator may restrict or block an API Key or Integration that threatens the stability or security of the Platform. The Operator will usually announce incompatible changes to the documented API 30 days in advance, unless the change is required for security or legal reasons.
  9. Third-Party Services. Use of Third-Party Services is governed by the Organisation's contracts with their providers. The Operator is not a party to them, their providers are not its subcontractors, and the Operator is not liable for the availability of Third-Party Services, changes to their interfaces, their outages or the accuracy of data held in them.
  10. The system names listed in paragraph 3 are trademarks of their owners; their mention does not imply cooperation with or endorsement by them.

9. User obligations

The User shall in particular:

  1. provide true, complete and current data, including Payment Details, and offer only goods and services it is entitled to supply;
  2. not offer or request goods or services whose sale is prohibited or requires a permit the party does not hold (in particular weapons and ammunition, explosives, narcotic and psychotropic substances, counterfeits), and comply with Article 10;
  3. not upload to the Platform, including via Integrations, malicious code, content infringing third-party rights, personal data without a legal basis, or content attempting to influence Agents (e.g. embedded instructions in names, specifications or attachments);
  4. not extract data from the Platform by automated means outside the published interfaces and fair-use rules (Article 8(8)), circumvent security measures, overload the Platform, or probe the other party's limits by repeated or fictitious Requests;
  5. not create fictitious Requests or Offers and not act contrary to competition law (in particular no price coordination or market sharing via the Platform);
  6. perform concluded Deals properly and on time and state true data in the Settlement.

10. Sanctions, export control and anti-bribery

  1. The User represents that neither it, nor the persons controlling it, nor the members of its statutory body are listed on the sanctions lists of the European Union, the UN or the Czech Republic or are owned or controlled by such persons, and that it will not use the Platform for trade contrary to international sanctions, in particular Council Regulations (EU) No 833/2014 and No 269/2014, Council Regulation (EC) No 765/2006 and Czech Act No. 69/2006 Coll., on the Implementation of International Sanctions. It shall notify the Operator of any change in these facts without undue delay.
  2. The parties to a Deal are themselves responsible for compliance with export control rules, in particular Regulation (EU) 2021/821 on dual-use items, and for obtaining any required authorisations. The Operator does not assess the classification of goods.
  3. Where a Deal involves the export to a third country of goods listed in Article 12g of Council Regulation (EU) No 833/2014 or Article 8g of Council Regulation (EC) No 765/2006, the Deal includes the Buyer's undertaking not to export such goods to the Russian Federation or Belarus nor to sell them for use there; a breach of this undertaking is a material breach of the Deal. Stricter arrangements between the parties remain unaffected.
  4. Neither the User nor persons acting for it may, in connection with the Platform or Deals, offer, promise, give, request or accept bribes or other undue advantages, and they shall comply with anti-corruption laws (in particular Sections 331 to 334 of Act No. 40/2009 Coll., the Czech Criminal Code). Neither the Operator nor persons working for it accept any advantage for influencing Agent negotiations, the ranking of Offers or the handling of notices.
  5. On reasonable suspicion of a breach of this Article the Operator may immediately suspend the account or terminate the Contract with immediate effect, refuse to carry out an action and inform the competent authorities; it is not liable for damage the User suffers as a result.

11. User Content and Organisation data

  1. The User grants the Operator a non-exclusive, royalty-free, worldwide licence to use User Content to the extent necessary to operate the Platform, for as long as it is stored on the Platform and as long as needed to meet legal obligations and protect rights.
  2. The Operator may create anonymised and aggregated statistics from negotiation data (e.g. usual prices in a category) that do not identify any Organisation or its commercial terms; a statistic is published only if based on deals of at least two different Suppliers. Such statistics may be shown to all Users and used to improve the Agents.
  3. The Operator does not use User Content to train artificial intelligence models.
  4. The User is responsible for holding the necessary rights to User Content and for not breaching confidentiality obligations or third-party rights by uploading it.
  5. Self-service data management. The Organisation Administrator may at any time and free of charge (a) export all of the Organisation's data in machine-readable JSON format, (b) view the Organisation's audit records and (c) delete a User account or the entire Organisation.
  6. When an account or Organisation is deleted, personal data are erased or anonymised. Audit Chain entries, Receipts and AP2 Records are retained in pseudonymised form for the period stated in the Privacy Policy, because the Audit Chain cannot be altered and these records serve as proof of Deals; the Operator's tax invoices are kept for 10 years. Concluded Deals and records held by the counterparty are not affected by the deletion.

12. Confidentiality

  1. The Operator and the User shall keep confidential the other party's non-public information obtained in connection with the Contract that is marked confidential or whose confidentiality is evident from its nature, in particular commercial terms, prices, Agent Rules, Integration settings, security measures and unpublished Platform features (“Confidential Information”). They shall use Confidential Information only to perform the Contract and disclose it only to persons who need it for that purpose and are bound by an equivalent duty of confidentiality.
  2. The Buyer's ceiling and priorities and the Supplier's Agent Rules are not disclosed to the counterparty. The counterparty's identity is disclosed only on conclusion of a Deal.
  3. The duty of confidentiality does not apply to information that is public without breach of this duty, information a party demonstrably obtained or developed independently, or disclosure required by law or by a public authority; the party shall inform the other party of such disclosure in advance where permitted. Confidentiality lasts for 3 years after the Contract ends, and for trade secrets for as long as they remain trade secrets.
  4. Personal data protection is governed by Article 19.

13. Fees

  1. Use of the Platform is subject to fees under the Platform Price List, which forms part of the Terms. Features and fees not listed in the Platform Price List are free of charge. Prices exclude VAT.
  2. Plan subscriptions are charged per calendar month, prorated by the days the plan was active; plans can be changed at any time with immediate effect. The deal fee is paid by the Supplier and arises on conclusion of a Deal; the Operator invoices it separately and deducts nothing from payments between the parties to a Deal. The supplier search service is charged only if a supplier able to respond to the Request registers within the period stated in the Platform Price List; the Operator does not guarantee that a supplier will be found.
  3. The Operator issues invoices (tax documents) electronically once a month for the previous calendar month and sends them as PDF to the User's billing e-mail; they are also available on the Platform. The User agrees to electronic invoicing. Invoices are payable within 14 days of issue.
  4. Invoices can be paid by bank transfer using the variable symbol stated on the invoice (payments are matched automatically) or by payment card through the payment service provider Stripe. The User may save a payment card on the Platform and authorise the Operator to charge each issued invoice to it on the day of issue (automatic payment); the authorisation can be revoked at any time by removing the card, with effect for invoices issued thereafter.
  5. In case of late payment the Operator sends reminders (usually on the 3rd, 10th and 21st day after the due date). If the User does not pay the outstanding amount within 7 days of the last reminder, the Operator may restrict paid features until payment; the Operator is also entitled to statutory default interest.
  6. Non-circumvention. If the Platform Price List provides for a fee on Deals, the entitlement arises on conclusion of a Deal on the Platform. For 12 months from the first negotiation with a counterparty introduced through the Platform, Users shall not conclude business with that counterparty outside the Platform that would be subject to the fee in order to avoid the fee.
  7. The Operator will announce changes to the Platform Price List at least 30 days in advance; an Organisation that disagrees may terminate the Contract as of the effective date of the change.

14. Availability, changes to the Platform and Beta Features

  1. The Operator uses reasonable efforts to keep the Platform available but does not guarantee uninterrupted or error-free operation. A level of availability or recovery time (SLA) is binding only if agreed in writing. Planned maintenance is announced in advance where possible.
  2. The Operator may change and develop the Platform. Material restrictions of paid features will be announced at least 30 days in advance.
  3. Beta Features are provided “as is”, without any warranty of availability, accuracy or continuation; the Operator may change or discontinue them at any time. The User uses them at its own risk and should not base critical operational processes on them. The Operator's liability for Beta Features is excluded to the extent permitted by Article 16(4).
  4. Users can view and download their Requests, Offers, Receipts and AP2 Records at any time.

15. Electronic records and evidence clause

  1. The Platform writes material actions, in particular the creation and signing of a Mandate, negotiation rounds, acceptance of an Offer, changes to Agent Rules, roles and Integrations, Settlement actions and acceptance of the Terms, to the Audit Chain. The Audit Chain is kept systematically and sequentially, each entry contains the cryptographic hash of the previous entry, and the database prevents entries from being altered or deleted.
  2. Mandates, Receipts, AP2 Records and Audit Chain exports are signed by the Operator with its own key using the Ed25519 algorithm (custodial attestation). The signature attests that the record originated on the Platform and has not been altered since signing; it is not a signature of the parties nor a qualified electronic signature or seal. The Operator publishes the public key at https://app.negotiq.synqflows.com/api/trust/public-key; the verification method is described in the Security & Trust document.
  3. The Operator and the Users, as well as the parties to Deals among themselves, agree that the Platform's electronic records under paragraphs 1 and 2 are admissible evidence of the content of actions, the time they were taken and the account or API Key through which they were taken. No party will contest their evidential value solely because they are in electronic form or do not bear a qualified electronic signature or seal. The parties agree that the records are made systematically and sequentially and are protected against alteration, and are therefore deemed reliable (Section 562(2) of the Civil Code); a party alleging their unreliability must prove it.
  4. Legal acts made on the Platform, in particular acceptance of the Terms, approval of an Offer and statements in the Settlement, satisfy the written form where required by law or agreement of the parties and where the law permits, as they are made by electronic means that capture their content and identify the acting person (Section 562(1) of the Civil Code).
  5. In case of conflict between what the app displays and a signed record, the signed record prevails.

16. Liability

  1. The Operator is not liable for performance of Deals, defects of goods and services, the conduct of Users and third-party agents, the accuracy of User Content and Payment Details, payments between parties to Deals, customs duties and charges set by public authorities, Third-Party Services, or decisions of Agents made within a Mandate or Agent Rules.
  2. The Operator is not liable for lost profit, loss of business opportunity, data loss caused by the User, or indirect and consequential damage.
  3. The Operator's total liability to an Organisation for damage from all events in a calendar year is limited to the fees the Organisation paid to the Operator in the 12 months preceding the damaging event, and at least CZK 10,000.
  4. The limitations in this Article and in Article 7(7), Article 10(5) and Article 14(3) do not apply to damage caused intentionally or by gross negligence, to harm to natural rights of a person, or in other cases where the law does not permit limitation (Section 2898 of the Civil Code).
  5. The User shall indemnify the Operator against damage and costs (including reasonable legal fees) arising from the User's breach of the Terms or from third-party claims relating to User Content, Integrations set up by the User or the User's Deals.

17. Force majeure

  1. Neither party is liable for delay in performing or failure to perform an obligation under the Contract, except the obligation to pay fees, caused by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (Section 2913(2) of the Civil Code). The parties regard as such an obstacle in particular natural disasters, war, epidemics, widespread failure of electricity or telecommunications services, an outage of the hosting provider, a cyber attack that could not be prevented even by reasonable security measures, and intervention by a public authority.
  2. The affected party shall inform the other party of the obstacle without undue delay and use reasonable efforts to mitigate its consequences. If the obstacle lasts longer than 60 days, either party may terminate the Contract with immediate effect.

18. Intellectual property

  1. The Platform, its software, design, databases and the Negotiq name are protected by rights of the Operator or its licensors. The User receives only a non-exclusive, non-transferable right to use the Platform under the Terms.
  2. The CPV code list and TARIC rates are European Union data (© European Union, reuse authorised under Commission Decision 2011/833/EU); business register data come from the Czech Statistical Office.
  3. The Operator may use suggestions and feedback on the Platform communicated by the User free of charge and without restriction; the User's Confidential Information remains unaffected.

19. Personal data

  1. Processing of personal data for which the Operator is controller is described in the Privacy Policy.
  2. Personal data in User Content, in messages sent to the Intake Address, in Integration credentials and data fetched through them, and in data sent to Webhooks are processed by the Operator as processor under the Data Processing Agreement, which forms part of the Terms; the Organisation is the controller.
  3. Upon delivery to a Webhook endpoint or upon export, data leave the Platform; the Organisation is responsible for their further processing.

20. Notice of illegal content and complaint handling (DSA)

  1. The Operator provides a hosting service and an online platform within Regulation (EU) 2022/2065 on a Single Market for Digital Services (the “DSA”). As a micro or small enterprise under Commission Recommendation 2003/361/EC it is not required to publish transparency reports (Article 15(2) DSA), and the obligations of Section 3 of Chapter III DSA do not apply to it, except Article 24(3) (Article 19 DSA). The Platform does not allow contracts to be concluded with consumers; Section 4 of Chapter III DSA therefore does not apply.
  2. The single point of contact for Member State authorities, the Commission and Users under Articles 11 and 12 DSA is inquiry@negotiq.synqflows.com; Czech and English are accepted.
  3. Anyone may report content they consider illegal (Article 16 DSA) using the form on the Platform or by e-mail to inquiry@negotiq.synqflows.com. The notice should contain an explanation of why the content is illegal, the exact location of the content (link or other identifier), the notifier's name and e-mail (except for notices of offences under Articles 3 to 7 of Directive 2011/93/EU) and a statement that the notifier believes in good faith that the information provided is accurate and complete. The Operator confirms receipt of the notice, assesses it in a timely, diligent, non-arbitrary and objective manner and informs the notifier of its decision and of the available redress.
  4. If content is illegal or contrary to the Terms, the Operator may remove or disable access to User Content, suspend a Supplier's Offers or suspend or close an account. It provides the affected User with a clear and specific statement of reasons under Article 17 DSA, stating the type and scope of the restriction, the facts it is based on, whether automated means were used, the legal or contractual ground and the available redress.
  5. The notifier or the affected User may lodge a complaint against a decision on a notice or a restriction within 6 months to inquiry@negotiq.synqflows.com or via the Platform. The Operator provides this internal complaint-handling system voluntarily; the complaint is reviewed without undue delay by a person not involved in the original decision and not solely by automated means. The right to go to court is unaffected.
  6. The Operator uses automated checks of file format and technical validity; restrictions on grounds of illegality or breach of the Terms are always decided by a human.
  7. If the Operator becomes aware of information giving rise to a suspicion of a criminal offence involving a threat to the life or safety of persons, it informs the law enforcement authorities (Article 18 DSA).
  8. After a prior warning, the Operator may suspend for a reasonable period the processing of notices from persons who frequently submit manifestly unfounded notices, and the accounts of Users who frequently provide manifestly illegal content.

21. Suspension and termination

  1. The Organisation may terminate the Contract at any time by deleting the Organisation in the app or by notice to inquiry@negotiq.synqflows.com; termination takes effect on delivery. Concluded Deals and fees accrued until termination are unaffected.
  2. The Operator may terminate the Contract with 30 days' notice. In case of serious or repeated breach of the Terms, suspected fraud, a security threat or a breach of Article 10, the Operator may suspend the account immediately or terminate the Contract with immediate effect; it provides reasons under Article 20(4).
  3. Unless the Organisation was deleted in the app, the Operator enables free export of the Organisation's data (Article 11(5)) for 30 days after the Contract ends and then handles the data under Article 11(6).

22. Changes to the Terms

  1. The Operator may change the Terms and Related Documents to a reasonable extent due to changes in law, development of the Platform, security or the business model (Section 1752 of the Civil Code).
  2. It will notify the change in text form on the Platform, and where appropriate also by e-mail to the Organisation Administrator, at least 30 days before it takes effect; the period may be shorter for changes required by law or security. Changes that do not diminish the User's rights (e.g. new features or clarifications) may take effect on publication.
  3. For a material change, the Platform requests the User's express acceptance at the first sign-in after the change is announced; the Operator records the time of acceptance and the version of the Terms. Until the change is accepted, the Operator may, once the change is effective, limit use of the Platform to viewing and exporting data and terminating the Contract.
  4. An Organisation that disagrees with a change may reject it and terminate the Contract for that reason free of charge, effective no later than the date the change takes effect. If it continues to use the Platform after the change takes effect, it is deemed to have accepted the change.

23. Final provisions

  1. The Contract is governed by Czech law. Disputes arising from the Contract will be decided by the Czech courts having local jurisdiction for the Operator's registered office.
  2. The parties, as businesses, agree that Sections 1799 and 1800 of the Civil Code on adhesion contracts do not apply.
  3. The User assumes the risk of a change of circumstances (Section 1765(2) of the Civil Code).
  4. Assignment. The Organisation consents in advance that the Operator may assign the Contract or the rights and obligations under it to its successor, in particular on transfer of the Platform, the business or part of it, or on a corporate transformation (Section 1895 of the Civil Code); the assignment becomes effective against the Organisation upon notification. The User may assign the Contract, or rights or receivables under it, only with the Operator's prior consent in text form.
  5. Survival. Provisions which by their nature are intended to survive termination of the Contract, in particular Article 11(1), (2) and (6), Article 12, Article 13(4), Article 15, Article 16, Article 21(3) and this Article, as well as claims arising before termination, survive termination of the Contract.
  6. Communication is electronic. Notices from the Operator are delivered on the Platform or to the Organisation Administrator's e-mail; notices from the User to inquiry@negotiq.synqflows.com.
  7. The Czech version of the Terms prevails; this English version is a translation.
  8. If any provision is invalid or ineffective, the other provisions remain in force; the parties will replace the defective provision with one closest to its purpose.
  9. The Terms and the Related Documents constitute the entire agreement between the Operator and the Organisation on use of the Platform. Deviating arrangements agreed in writing prevail.
  10. The User declares that it has read the Terms and expressly accepts their highlighted provisions which it might not reasonably expect (Section 1753 of the Civil Code), in particular Article 4(1) (attribution of actions), Article 5(3) (the Agent as a technical means), Article 7(7) (fraudulent change of bank details), Article 8(2) (automatic import of price lists from e-mail), Article 13(4) (non-circumvention), Article 14(3) (Beta Features), Article 15(3) (evidence clause), Article 16 (limitation of liability) and paragraph 3 of this Article (change of circumstances).

Change log

Version 2026-10-06 introduces the following changes from the previous version: