GENERAL TERMS AND CONDITIONS OF THE COMPANY JORLAR s.r.o.

ID No.: 22033181
Registered Office: K Červenému vrchu 844/2a, Vokovice, 160 00 Prague
Wording effective from: 1.7.2025

CONTENTS

1. BASIC PROVISIONS
2. DEFINITION OF TERMS
3. ORIGIN OF THE AGREEMENT
4. SUBJECT OF PERFORMANCE
5. PLACE OF PERFORMANCE
6. OBLIGATION TO COOPERATE
7. DELIVERY OF GOODS AND SERVICES
8. COPYRIGHT PROTECTION
9. PRICE AND PAYMENT TERMS
10. CONFIDENTIAL INFORMATION
11. DURATION AND TERMINATION OF THE CONTRACT
12. LIABILITY FOR DEFECTS AND COMPENSATION FOR DAMAGES
13. ASSIGNMENT OF CLAIMS
14. COMMUNICATION BETWEEN THE PARTIES AND SERVICE OF PROCESS
15. PROHIBITION OF CORRUPT PRACTICES AND MEASURES AGAINST CONFLICTS OF INTEREST, PERSONAL DATA
16. SEPARABILITY
17. APPLICABLE LAW AND DISPUTE RESOLUTION
18. EFFICIENCY

1. BASIC PROVISIONS

1.1 These General Terms and Conditions of Business (hereinafter referred to as “GTC”) regulate the rights and obligations between the parties to a purchase contract or a contract for the supply of services (hereinafter referred to as “Contracts” and each individually referred to as “Contract”) concluded by JORLAR s.r.o, IČO 22033181, DIČ CZ22033181, with its registered office at K Červenému vrchu 844/2a, Vokovice, 160 00 Praha 6, registered in the Commercial Register maintained by the Regional Court in Brno under no. C 409972, as a seller/distributor or service provider (hereinafter referred to as the “Provider”) on the one hand, with other legal entities, as buyers or orderers of the respective services (hereinafter referred to as the “Customer”) on the other hand (the Provider and the Customer together also hereinafter referred to as the “Parties” or separately as the “Contracting Party”).
1.2 These GTC govern the legal relations of the Parties arising from the respective Contract concluded between the Provider and the Customer via the E-shop or in any way related thereto, even if the Customer refers to other terms and conditions in the course of the negotiations leading to the conclusion of the Contract.
1.3 These GTC do not apply to Contracts concluded with consumers pursuant to § 419 of the Civil Code.
1.4 These GTC are binding for the Provider and the Customer concluding the Contract through the E-shop offer, respectively for the Provider who advertises the Goods in the E-shop, and for all Buyers who send the Seller an Order for the advertised Goods. These GTC as part of the Contract become an essential and integral part of all Contracts concluded with reference to these GTC.
1.5 The Customer is not entitled to exclude the effectiveness of these GTC without the prior and express written consent of the Provider, to amend or supplement the provisions of these GTC (including any part thereof), even if only in a way that does not materially alter the terms of the GTC or the Contract, or in a way that expresses the identical terms only in different words. Any reference by the Customer to its own terms and conditions or those of third parties shall have no legal effect and the Parties expressly exclude the application of the provisions of Section 1751(2) of the Civil Code.
1.6 The Provider is entitled to unilaterally amend these GTC at any time. Any changes to these GTC made by the Provider shall be notified to the Customer in writing.

2. DEFINITIONS OF TERMS

2.1 For the purposes of these GTC, the following capitalized terms shall have the meanings set forth below:
(a) Copyright Act – Act No. 121/2000 Coll., on Copyright, as amended;
(b) E-shop – an online shop operated and managed by the Provider within the web interface located on the website https://jorlar.com for the purpose of concluding Contracts with third parties;
(c) CZK – Czech koruna, the official currency of the Czech Republic;
(d) Contact persons – has the meaning given in article 14.1 of these GTC;
(e) Offer – has the meaning given in article 3.2 of these GTC;
(f) Civil Code – means Act No. 89/2012 Coll., the Civil Code, as amended;
(g) Customer – has the meaning given in Article 1.1 of these GTC;
(h) Order – has the meaning given in Article 3.1 of these GTC;
(i) Material Defect – means a defect that makes it impossible to use the Service or Goods;
(j) Provider – has the meaning set out in Article 1.1 of these GTC;
(k) Services – performance and activities of the Provider provided to the Customer on the basis of the concluded Contract, for example, training on the operation and use of the Goods or Software and others;
(l) Contract – has the meaning set out in Article 1.1 of these GTC;
(m) Contracting Party or Parties – has the meaning given in Article 1.1 of these GTC;
(n) Software – one or more programs capable of running on a controller, processor or other hardware product, the supply of which is part of the subject matter of the Contract; software is either a stand-alone product or is included in another hardware product (bundled software) or is a fixed part of a particular device and is not removable in normal operation (firmware);
(o) Customer – has the meaning set forth in Article 1.1 of these GTC;
(p) Defect – a condition where the Goods or Services do not meet the agreed characteristics and parameters;
(q) GTC – these General Terms and Conditions as follows from the article 1.1 above;
(r) VAT Act – Act No. 235/2004 Coll., on Value Added Tax, as amended;
(s) Warranty Period – shall have the meaning set forth in Article 12.1.1 of these GTC;
(t) Goods – a movable item specified individually or in quantity, the delivery of which is the subject of the Contract.
2.2 Unless the context otherwise requires, in the Contract and these GTC:
(a) references to any statute, regulation or provision of law shall be construed as a reference to the same statute, regulation or provision of law as the same may have been or shall from time to time be supplemented, amended, extended or re-enacted;
(b) references to ‘days’ shall mean references to calendar days;
(c) references to ‘working days’ shall mean references to any day other than Saturday and Sunday and days on which a public holiday falls under the applicable law of the Czech Republic;
2.3 Headings used in the Contract and these GTC are inserted for convenience of reference only and shall be disregarded in interpreting the Contract or these GTC.

3. ORIGIN OF THE CONTRACT

3.1 Individual Contracts may be concluded in the form of:
(a) Confirmed Orders arising between the Parties to the Contract for Goods concluded via the E-shop, or
(b) delivery of a written email Order by the Customer and its written acceptance (acceptance) by the Provider, (“Order”).
3.2 If the Contract is concluded on the basis of an Order and the Provider’s acceptance of the Order (i.e. in the manner set out in Article 3.1(a) of these GTC), the following rules shall apply:
(a) The Order is issued on the basis of the Provider’s offer issued in the E-shop, by which the Provider offers the Customer the delivery of specific Goods and/or the provision of specific Services under the conditions specified in the E-shop (“Offer”). The presentation of the Goods in the E-shop is informative and does not constitute a legally binding offer by the Provider.
(b) An Order is placed electronically through the E-shop interface by filling in and submitting the Order Form. In the order form, the Buyer shall provide in particular information on (i) personal, company and contact details; (ii) the number of items of Goods and any other specifications; (iii) the method of payment of the purchase price of the Goods and any costs associated with the delivery of the Goods; (iv) the required method and place of delivery.
(c) An order shall be deemed to be binding by the Customer upon the sending of the order form. The Provider shall at the same time make payments for the Goods and/or Services in accordance with the payment terms set out in the E-shop.
(d) The Contract is concluded when the Provider confirms receipt of the Order and the payment of the Customer by sending a confirmation e-mail to the contact e-mail address specified by the Customer in the Order or in another way specified in the E-shop.
(e) These GTC are an automatic part of the Offer and Order. By sending the Order, the Customer confirms that he/she has read these GTC, agrees with them and considers them to be part of the Contract concluded between the Customer and the Provider. These GTC are the only terms and conditions applicable to the Contract unless otherwise agreed in writing by the Parties.
(f) For the purpose of concluding the Contract, an e-mail message shall be deemed to have been delivered at the moment of its sending to the e-mail address specified by the Customer in the Order or by the Provider in the Offer, unless proven otherwise. The Customer is obliged to ensure the accuracy and availability of the specified e-mail address.
3.3 If the Contract is concluded on the basis of an Order and the acceptance of the Order by the Provider (i.e. in the manner referred to in Article 3.1(b) of these GTC), the above rules shall apply mutatis mutandis, except that the Order and its confirmation shall be made on the basis of email communication with the Provider.
3.4 The conclusion of the Contract simultaneously cancels any previous agreements of the Parties related to its (identical) subject of performance.

4. SUBJECT OF PERFORMANCE

4.1 The object of the Contract concluded by any of the methods specified in Article 3 of these GTC is the Provider’s obligation to deliver the ordered Goods to the Customer and/or to provide the Customer with certain performance (Services) on a one-off or repeated basis and to transfer the ownership right to the Goods to the Customer. The subject of the Contract is also the Customer’s obligation to take over the Goods and/or Services from the Provider and to pay the Provider the agreed remuneration (price). Further terms and conditions are set out in the specific Contract and these GTC.
4.2 The Provider undertakes to deliver the Goods and/or provide the Service to the Customer at its own risk, properly and on time, i.e. in the quantity, quality and performance specified in the specific Contract or these GTC, as the case may be, and on the agreed date.
4.3 The Provider’s obligation to deliver the Goods and/or provide the Service shall be fulfilled by the proper performance of all of the Provider’s activities under the Contract and these GTC, in particular by delivering the Goods and/or providing the Service without defects or deficiencies, including the delivery of all related documentation to the Customer as specified in the Offer, within the agreed time and place of performance.
4.4 The Provider is entitled to entrust another person (subcontractor) with the delivery of the Goods or provision of the Services under the Contract (in whole or in part), even without the consent of the Customer. In such case, the Supplier is obliged to inform this person of the relevant obligations arising from the Contract and these GTC, in particular the obligations arising from the handling of the Customer’s data and the obligation of confidentiality. However, the Provider shall be liable for the performance as if it had provided it to the Customer itself.
4.5 The Provider’s subject of performance may also be the mediation of concluding a contract with a third party for the provision of specific services for the Customer or the delivery of specific goods necessary for the performance of the ordered Services. In such a case, the Provider is only an intermediary for concluding such a contract; the relevant contract is concluded between the Customer and the relevant provider of such services. The Provider shall not be liable for any defects or damages arising from such mediated relationship, but shall nevertheless provide assistance in resolving such defects upon agreement with the Customer.
4.6 The Provider’s subject of performance may also include the mediation of concluding a contract on granting rights to use the Software necessary for specific goods or provision of specific Services (license). In such a case, the Provider is only an intermediary in concluding such a contract; the relevant contract is concluded between the Customer and the relevant licensor. The Provider shall not be liable for any infringement of the licensing rights by the Customer.

5. PLACE OF PERFORMANCE

5.1 Delivery of the Goods or provision of the Services to the Customer shall take place by delivery at the place of performance agreed in the specific Contract.
5.2 Unless otherwise specified in the Contract, the place of performance shall be deemed to be:
(a) in the case of delivery of the Goods – the address of the registered office of the Customer as registered in the Commercial Register on the date of delivery of the Goods;
(b) in the case of provision of Services – the place or places of performance specified by the Customer;

6. THE OBLIGATION TO COOPERATE

6.1 The Customer is obliged to provide the Provider, at the latter’s request, with all assistance necessary for the proper and smooth provision of the Services.
6.2 Prior to commencement of performance, the Client shall also provide the Provider, at the Provider’s request, with all information and documents necessary for the proper and timely performance of the subject matter of the Contract and shall further provide the Provider with all necessary assistance.
6.3 Each of the Parties shall furthermore be obliged to provide the other Party with the necessary cooperation and information and documents necessary for the proper performance of the subject of the Contract at mutually agreed dates during the term of the Contract.

7. DELIVERY OF GOODS AND SERVICES

7.1 The Provider shall invite the Customer to hand over and take over the Goods by written notice, in the form of a letter or e-mail, delivered to the Customer at least one working day before the scheduled handover date, unless otherwise specified in the confirmed Contract. The same shall apply to the delivery of the Services if their proper performance requires handover and acceptance by the Customer.
7.2 Where required, delivery of the Goods and/or Services shall be deemed to have been fulfilled:
(a) Signature of the delivery note by the Customer;
(b) the signing of the acceptance report by the Customer; or
(c) by mutual confirmation by email.
7.3 The Customer shall be obliged to accept the Goods and/or Services from the Provider if they are delivered in the agreed quantity, quality and workmanship and no material Defects or other deficiencies preventing the proper use of the Goods or the use of the Services provided are found at the time of acceptance.
7.4 The Customer shall also be obliged to accept partial delivery of the Goods. The same shall apply to the handover of the partial provision of Services, if the partial provision corresponds to the concluded Contract.
7.5 The Goods and/or Services shall be taken over by the Contact Person specified in the Contract or another person notified by the Customer to the Provider.
7.6 Any further defects arising and/or detected after the signing of the handover report shall be dealt with in accordance with the provisions of Article 12 of these GTC.

8. COPYRIGHT PROTECTION

8.1 If the subject of the Contract, or the provision of the agreed Services, results in the creation of a specific work within the scope of the performance, the Customer shall acquire the right to exercise the right to use (license) upon acceptance of the performance, including the Software, documentation and know-how that is part of the subject of the work. The right of use means the right to use the work without interference in accordance with the restrictions set out by law, these GTC and any licence conditions of the manufacturer of the relevant Software. The right of use is granted as non-exclusive, unlimited in time, non-transferable to third parties and limited in territory according to the terms and conditions of the licensor / manufacturer of the Software.
8.2 If standard Software is part of the work, the Customer is obliged to comply with the license conditions set by the Software manufacturer, which are delivered with the Software or are directly part of it and a condition of installation.
8.3 Components of the work that meet the characteristics of a copyright work (e.g. Software, documentation), which is created by the Provider, may not be distributed, copied or modified without the prior written consent of the Provider.
8.4 The terms of copyright protection are governed by applicable law (especially the Copyright Act) and the license terms of the Software manufacturer/licensor.
8.5 Unless otherwise provided in the Agreement, the licensing fee is included in the price of the Goods or Services.

9. PRICE AND PAYMENT TERMS

9.1 The Customer agrees to pay the Provider the remuneration (price) for the supply of the Goods or provision of the Services in the agreed amount.
9.2 Unless otherwise expressly agreed in the Contract, the price for the delivery of the Goods or provision of the Services is agreed as fixed and final, which includes all costs of the Provider related to the performance of the Contract, in particular all taxes, duties, fees and expenses for auxiliary and consumable materials, packaging, documents, transport, insurance, costs associated with obtaining all permits and approvals, as well as other things necessary for the delivery of the Goods or provision of the Services to the Customer.
9.3 The prices are quoted by the Provider without VAT, which shall be added to the price by the Provider in accordance with the applicable legislation.
9.4 In the event of changes in the exchange rate of the currency for which the Provider purchases the equipment to be delivered under the Contract against CZK by more than 3% on the invoice date compared to the exchange rate on the date of sending the Offer (or confirmation of the Order) to the Customer, the Provider shall be entitled to change the invoiced price accordingly, provided that the price is set in CZK. For the calculation of exchange rate changes, the relevant exchange rate is the exchange rate announced by the Czech National Bank on the date of the taxable performance according to the relevant invoice.
9.5 The Provider shall be entitled to unilaterally increase the regular prices of the Services by the annual average inflation rate announced by the Czech Statistical Office (www.czso.cz/csu/czso/mira_inflace) as of 1 March of the following year.
9.6 By accepting these GTC, the Customer gives the Provider consent to electronic invoicing pursuant to Section 26(3) of the VAT Act.
9.7 The Customer is obliged to pay the invoiced amount so that it is credited to the Provider’s account on the due date of the invoice.
9.8 The price for delivery of the Goods or provision of the Services is payable regardless of whether the Customer has had the opportunity to sufficiently inspect (test) the delivered Goods or provided Services and assess their characteristics; the provisions of Section 2119 of the Civil Code shall not apply.
9.9 Ownership of the Goods shall not pass to the Customer until the price for the Goods has been paid in full to the Provider. However, the risk of damage to the Goods shall pass to the Customer at the moment of their acceptance. If the Contract is cancelled due to the Client’s default in payment of the purchase price, the Client shall allow the Provider to enter the place of performance, dismantle and remove the Goods at the Client’s expense.
9.10 The invoice – tax document must contain the elements according to the VAT Act and other generally binding legal regulations, in particular it must meet all the requirements of a tax document, and it will be the basis for payment of the price under the Contract. If the invoice delivered to the Customer does not contain any of the prescribed particulars or contains incorrect data, the Customer is entitled to return such invoice to the Provider within 5 (five) working days of its delivery. In such case, the due date shall not run, and the new due date shall start only from the delivery of the corrected or supplemented invoice to the Customer; this shall not apply if the Customer fails to meet the deadline for returning the incorrectly issued invoice pursuant to the preceding sentence.
9.11 In the event that the Customer is obliged to declare and pay value added tax (VAT) on the price for the Goods or Services supplied, the Customer shall declare and pay it. The Provider shall take this fact into account in the tax documents issued by, in particular in accordance with Section 92a of the VAT Act, if this provision is applicable due to the nature of the Goods or Services (or other relevant provisions of law, in particular if the said provision of law is amended).
9.12 If the Customer is in default of payment of an invoice, it shall pay the Provider interest on the overdue amount at the rate of 0.1% of the amount due for each day of delay until payment.
9.13 In the event of default in payment of invoices, the Provider shall be entitled to suspend the delivery of Goods or provision of Services until the day when the full amount due, including interest on late payment, is credited to the Provider’s account. During this period, the Provider shall not be in default of delivery of the Goods or provision of the Services under the Contract.

10. CONFIDENTIAL INFORMATION

10.1 The Parties are obliged to keep confidential all material facts obtained in the course of their activities under or in connection with the Contract, in particular those which constitute their trade secrets and confidential information.
10.2 Confidential information shall be deemed to be those facts of an operational or commercial nature which come to the knowledge of either Party in connection with the activities under the Contract which are not publicly available and are designated as confidential by the Party.
10.3 The term confidential information shall also include trade secrets, which, within the meaning of Section 504 of the Civil Code, shall mean competitively significant, identifiable, valued and not normally available in the relevant business circles, facts relating to the Plant, the owner of which shall ensure their confidentiality in an appropriate manner in his interest.
10.4 A breach of confidential information shall be defined as an act by which one of the Parties to the Contract wrongfully discloses to another person, makes available, uses for itself or for another, confidential information obtained in the course of its business from the other Party, if this is contrary to the interests of the other Party, and does so without its consent.
10.5 It shall not be a breach of the duty of confidentiality to:
(a) the provision of confidential information to the extent necessary to the authorities or persons legally entitled to such information and to inspect the activities of the Parties;
(b) disclosure of confidential information to persons legally bound by confidentiality obligations (e.g. notary, lawyer, tax advisor);
(c) disclosure of confidential information to persons providing the Provider’s payment interface;
(d) use of confidential information in accordance with the Contract or related contracts in connection with the performance of obligations under the Contract;
(e) providing the Customer’s data or allowing access to such data to third parties for the purpose of resolving Vad;
(f) other use of Confidential Information with the prior written consent of the other Party.
10.6 The Parties shall be bound by this obligation of confidentiality for the duration of the facts giving rise to this obligation of confidentiality, unless the confidentiality is waived or the information in question becomes publicly available.
10.7 The Parties shall remain under an obligation of confidentiality with respect to all confidential information after the termination of the Contract.

11. DURATION AND TERMINATION OF THE CONTRACT

11.1 Contracts for the repeated or continuous provision of services by the Provider shall be concluded for the term specified in the Contract, namely for a fixed or indefinite period.
11.2 The Contract may be terminated by written agreement of the Parties.
11.3 The Contract may be terminated before the end of the agreed period by written notice from either of the Parties, also without giving any reason. In such a case, the notice period shall be 1 (one) month for termination by the Customer and 3 (three) months for termination by the Provider. The period of notice shall commence on the first day of the calendar month following the delivery of the notice to the other Party. In the event of early termination of the Contract for a definite period of time by notice from the Client or as a result of withdrawal from the Contract due to breach of the Contract on the part of the Client, the Provider shall invoice the Client for the Services for the remaining months until the originally agreed expiry date of the Contract. If neither Party notifies the other Party no later than three (3) months prior to the end of the Contract term that it requires termination of the Contract on the date of termination of the Contract for a definite term, the Contract shall automatically become an indefinite term Contract.
11.4 The Contracting Party shall also be entitled to terminate individual sub-performances of the Contract under the same conditions as in Article 11.3 of these GTC.
11.5 Either Party shall be entitled to withdraw from the Contract in the event of a material breach of the terms and conditions by the other Party under the conditions set out below. A material breach of the Contract shall be deemed to be:
(a) Delay by the Provider in the proper delivery of the Goods and/or provision of the Services for more than 30 (thirty) days,
(b) the Client’s delay in payment of any invoice of the Provider for a duration of more than 30 (thirty) days,
(c) failure to provide the necessary cooperation pursuant to Article 6 of these GTC,
(d) breach of the confidentiality obligation under Article 10 of these GTC.
11.6 Before withdrawing for material breach of the Contract, the Party intending to withdraw from the Contract shall first give written notice to the other Party to remedy the breach and allow it an additional reasonable period of time, which shall not be less than five (5) working days from the receipt of the notice. If the breach of the Contract is not remedied even within such additional period of time, the Contracting Party shall be entitled to withdraw from the Contract by written withdrawal, which shall take effect upon delivery to the other Contracting Party.
11.7 If the Contracting Party becomes bankrupt, or if insolvency proceedings within the meaning of Act No. 182/2006 Coll., on bankruptcy and the methods of its resolution (Insolvency Act), as amended, are initiated in respect of the Contracting Party, in liquidation or under receivership, or if it is unable to meet its financial obligations, the other Contracting Party may withdraw from the Contract immediately with effect from the date of delivery of the written notice of withdrawal to the other Contracting Party.

12. LIABILITY FOR DEFECTS AND COMPENSATION FOR DAMAGES

12.1 Liability for Defects in the Goods
12.1.1 Unless otherwise specified in the Contract or these GTC, the Provider warrants the quality of the Goods delivered for the length of time as specified by the particular manufacturer of the Goods or Software (the “Warranty Period”).
12.1.2 If Defects occur in the Goods during the Warranty Period, the Customer shall be entitled to demand solutions as specified by the specific manufacturer of the Goods or Software.
12.1.3 The choice between the claims set out in article 12.1.2 of these GTC shall be the Provider’s. The Provider shall inform the Customer of the chosen method of rectification of the Defects without delay after notification of the Defect.
12.1.4 The Customer is obliged to inspect the Goods upon receipt and to check the packaging and quantity of the Goods delivered and subsequently, as soon as possible, to ascertain their characteristics.
12.1.5 Claims arising from defects in the Goods delivered shall not be grounds for withholding the price for the Goods or any part thereof; the provisions of Section 2108 of the Civil Code shall be excluded.
12.2 Liability for Defects in the Services
12.2.1 The Provider shall be liable for Defects if it fails to provide the Services which are the subject of the Contract to the Customer in a proper and timely manner.
12.2.2 The Provider shall not be liable for Defects in the Services if they were caused by the Customer, third parties, third party Software or other circumstances arising independently of the Provider’s will, in such cases the Provider shall not be liable for the damage resulting therefrom.
12.3 Legal defects
12.3.1 The Provider is obliged to ensure that the Customer is not liable or co-liable for any legal defects of the Goods delivered or Services provided, including the Software used by the Customer on the basis of the Contract, or for unauthorized interference with the copyright and other rights of third parties.
12.3.2 In the event that the exercise of the Customer’s rights under the Contract is prevented or hindered by the exercise of a third party’s rights in respect of the Goods or Services supplied, or the Customer becomes aware that a third party is exercising its right and/or the third party considers the Customer’s use of the Goods or Services to be an infringement of its rights, the Customer shall:
(a) immediately inform the Provider of this fact;
(b) allow the Provider to take all steps to resolve the matter amicably;
(c) cooperate with the Provider and provide the Provider with its cooperation in order to reach an agreement with the third party as soon as possible and to protect the rights of the Provider and the Customer;
(d) follow the Provider’s instructions issued to it in order to protect the rights of the Customer and/or the Provider.
12.3.3 The Customer shall not be entitled to enter into a conciliation, settlement agreement or similar agreement relating to third-party legal defect claims or to take any action in recognition of such third-party claims without the express consent of the Provider. The Provider undertakes to provide the necessary cooperation in the course of negotiating any agreement or settlement.
12.4 Liability for damages
12.4.1 The Provider shall be liable for damage caused to the Customer by the breach of the Provider’s obligations under the Contract (including these GTC) and under the law, if the Customer proves that the damage was caused by the breach of the Provider’s obligation.
12.4.2 The Provider is obliged to compensate the actual damage (not lost profit) up to 35% of the price (excluding VAT) of the Goods and/or Services paid by the Customer for the last three months before the damage occurred. This limitation shall also apply to compensation for non-pecuniary damage which the Provider would have been legally obliged to pay and to compensation for damages in special cases pursuant to Sections 2920 et seq. of the Civil Code. The limitation on the amount of compensation for damages under this paragraph shall not apply to damage caused to a person’s natural rights or damage caused intentionally or through gross negligence.
12.4.3 The Provider shall be exempt from liability for damages and shall not be obliged to compensate for the damage if it proves that the damage was caused by (a) an extraordinary unforeseeable and insurmountable obstacle independent of the Provider’s will (force majeure), or (b) the actions of the Customer or another third party beyond the Provider’s control, or (c) as a result of insufficient cooperation to which the Customer was obliged. Furthermore, the Provider shall not be obliged to pay damages to the Customer or any third party if any of the facts listed in Article 12.2.2 of these GTC have occurred.
12.4.4 The Provider and the Customer further confirm that the obligations under the Contract are for their own interest only and neither party shall be liable for damages to any third party arising from a breach of the obligations under the Contract.
12.4.5 The Provider shall not be liable to the Customer or any third party for any indirect, incidental, consequential or incidental damages, such as loss of contractual relationships or business opportunities, lost profits, loss of data or any other claim made by a third party against the Customer.
12.4.6 The parties are obliged to notify each other of a force majeure event (article 12.4.3 of the GTC) in writing or by e-mail without undue delay. For the duration of the force majeure, the failure of the Contracting Party to fulfil its contractual obligations, which is prevented by the force majeure, shall not be considered a breach of the Contract. In the absence of force majeure for which performance of the Contract has been interrupted, the Parties undertake to notify each other of this fact without delay and to discuss further action together.

13. ASSIGNMENT OF CLAIMS

13.1 Neither Party shall be entitled to assign claims arising under the Contract concluded in accordance with these GTC, to allow a third party to assume the debt, or to transfer its rights and obligations under the Contract (assign the Contract) without the prior written consent of the other Party. Any assignments and transfers made without the prior written consent of the other Party shall be deemed null and void and ineffective against the other Party. This provision shall not be construed as authorizing the Provider to use a subcontractor to fulfill its obligation.

14. COMMUNICATION BETWEEN THE PARTIES AND SERVICE OF PROCESS

14.1 Unless expressly stated otherwise in the Contract, only the statutory bodies of the Parties, their employees to the extent customary in relation to their employment or function pursuant to Section 166 of the Civil Code and/or representatives of the Parties authorised to do so by written power of attorney (hereinafter referred to as “Authorised Representatives”) may conclude the Contract (sign the Offer or Order), take legal actions aimed at terminating the Contract, as well as make any other notifications, calls and other acts in relation to the Contract. If the relevant legal act is performed by a representative of a Party under a power of attorney, the relevant power of attorney shall be attached to the first legal act performed by the relevant person. In other matters (e.g. handover and acceptance of the Work, resolution of technical issues related to the implementation of a specific business case, reporting of Defects, etc.), the Parties shall also be represented by the contact persons specified in the Contract (respectively in the Tender or Order) (hereinafter referred to as the “Contact Persons”).
14.2 The Parties are obliged to notify the other Party in writing without undue delay of changes in the persons referred to in Article 14.1 of these GTC and their contact details. In this context, the Parties accept notification of Defects (including their subsequent resolution) by e-mail communication by the Contact Person.
14.3 If the Contract or these GTCs require that a particular legal act of the Parties be made in writing, a Party shall comply with this obligation by delivering a written notice to the other Party in person, by registered post with postage prepaid or by a recognised courier service to the registered office address of the other Party as recorded in the commercial or other public register at the time of dispatch of the document and, if there is no such address, to the address of the Party specified in the Contract.
14.4 A document shall be deemed to have been served if it has been delivered by any of the above methods to the address of the other Party, even if the addressee of the document has not been informed of this and/or is not present at the address.
14.5 If the Contract and/or these GTC allow for certain legal acts of the Parties to be carried out by electronic means (e-mail), it shall be sufficient if the electronic message has been sent from the e-mail address of the Authorised Representative of the respective Party to the address of the Authorised Representative of the other Party, without the requirement of a guaranteed electronic signature; the provisions of Section 562(1) of the Civil Code shall not apply.

15. PROHIBITION OF CORRUPT PRACTICES AND MEASURES AGAINST CONFLICT OF INTEREST, PERSONAL DATA

15.1 The Customer undertakes to avoid all actions that would jeopardize the interests of the Provider, including fraudulent conduct, bribery or corruption, or other actions contrary to the law. The Customer undertakes to refuse and not to provide any gift or business courtesy that could influence the conduct of business relationships or business decisions of persons cooperating with or influencing the provision of Services under the Contract. The Customer shall prevent conflicts of interest and report to the Provider any such situations if they arise. The Customer undertakes to inform the Provider of any conduct that is contrary to the principles set out in this Article 15 of the GTC. The Customer shall ensure that its employees and other persons used by the Customer for the performance of the Customer’s tasks act in accordance with these principles. In the case of the Client – a legal entity, the Client is aware of its criminal liability arising from Act No. 418/2011 Coll., on the criminal liability of legal entities and proceedings against them, as amended.
15.2 The Provider’s rules for the processing of personal data are governed by separate information, which can be found at [TO BE ADDED].

16. SEPARABILITY

16.1 In the event that any provision of the Agreement or these GTC is or hereafter becomes invalid for any reason, it shall not invalidate the remaining portions of the Agreement or these GTC. The Parties undertake to promptly replace such provision by mutual agreement with another provision corresponding in content to the purpose of the invalid provision.

17. APPLICABLE LAW AND DISPUTE RESOLUTION

17.1 The contractual relationship arising under the Contract shall be governed by Czech law, in particular the Civil Code and the Copyright Act. In interpreting the Contract, the provisions of the law shall prevail over commercial practices generally and in the particular industry.
17.2 The Parties undertake to use their best efforts to eliminate mutual disputes arising out of or in connection with the Contract and to resolve them, in particular through negotiations between their authorised representatives.
17.3 All disputes arising out of or in connection with the Contract which the Parties fail to resolve in accordance with Article 17 of these GTC shall be resolved by a court of competent jurisdiction in the Czech Republic, locally competent according to the general court of the Provider as a court of first instance, unless the law provides for exclusive local jurisdiction.

18. EFFECTIVENESS

18.1 These GTC shall take effect on 1 July 2025.