INTRODUCTORY PROVISIONS

1.1. These General Terms and Conditions (hereinafter referred to as the “GTC”) govern the terms and conditions of the provision of services between the Client and the Provider, which is the company AJKA – SOLUTION s.r.o., ID No.: 067 74 661, with its registered office at Malešice 42, 375 01 Dříteň, registered in the Commercial Register of the Regional Court in České Budějovice, Section C, Insert 27203 (hereinafter referred to as the “Provider”), on the basis of a concluded contract for the provision of services or any other contract (hereinafter referred to as the “Contract”).”). These GTC also apply to the Framework Agreement for the Provision of Services concluded between the Provider and the Client (hereinafter referred to as the “Framework Agreement”).

1.2. The GTC shall apply in their entirety on any contractual relation between Provider and Client, unless otherwise explicitly agreed by the parties in the Contract or in the Framework Agreement; the content of the Contract or the Framework Agreement takes precedence over these GTC. The Client’s Terms and Conditions (if existing) are ineffective and will not become part of the concluded Contract or the Framework Agreement, unless the Provider expressly agrees to them in writing.

1.3. An integral part of each Contract, as well as the Framework Agreement concluded between the Client and the Provider, are the GCTC valid in the version effective as of the date of conclusion of the Contract or the Framework Agreement.

CONTRACT

2.1 Prior to sending a binding order (proposal to conclude a Contract), the Client may make an inquiry with the Provider. An inquiry is never considered an order or a proposal to conclude a Contract and its confirmation does not create a Contract between the parties. An inquiry is merely a request for information related to the provision of services, on the basis of which the Client usually ascertains information about the Provider’s capacity and, in connection with this information, also the possible date of provision of services and the price for the services provided. For the avoidance of doubt, Client is obligated to mark the request in such a way that it cannot be mistaken for an order. The provider is not responsible for any confusion between a request and a order.

2.2 The Client is obliged to provide correct and complete data related to the requested provision of services in the inquiry. All information in the inquiry is considered correct and complete by the Provider. If, during the negotiations on the conclusion of the Contract, it becomes clear that the data provided by the Client in the inquiry were incomplete or incorrect, the Provider is entitled to terminate the negotiations on the conclusion of the Contract at any time and not to conclude the Contract. In the event that the Contract has already been concluded and it subsequently transpires that the data provided by the Client in the inquiry, which were the basis for concluding the Contract, are incorrect or incomplete, the Provider is entitled to withdraw from the Contract with effect as of the date of delivery of the withdrawal to the Client.

2.3 The Contract may be concluded: a) in the form of a separate document signed by the Client and the Provider, the content of which, in addition to the general requirements, also a more detailed specification of the services provided, and which fulfills the requirements of the contract and contractual will according to the relevant provisions of Act No. 89/2012 Coll., Civil Code, as amended (hereinafter referred to as “Civil Code”) or b) in the form of an order and its acceptance. The Contract is concluded at the moment when it is signed by the last of the Contracting Parties or when the order containing a more detailed specification of the required service is provably accepted by Provider. In addition to its confirmation, the Provider accepts the order also when the Provider starts to perform the services according to the Client’s order.

2.4 The terms and conditions pursuant to Article 2.3 of these GTC also apply to the conclusion of partial contracts under the Framework Agreement concluded between the Client and the Provider.

2.5 The Contract may only be concluded in writing, and in the case of concluding the Contract by means of an order and accepting it, the exchange of e-mail or other electronic messages without a guaranteed electronic signature is also considered to be in writing. It must be unequivocally clear from the e-mail for which Party is legally acted by the e-mail. Otherwise, it may be considered as void legal action.

PRICE AND PAYMENT TERMS

3.1 The price for the services provided will be charged by the Provider in a tax document, based on the actual number of hours, days of services rendered, or pieces, unless otherwise stated between the Provider and the Client in the Contract or Framework Agreement.

3.2 The tax document for the services provided shall be issued after the termination of the provision of services by the Provider or at the end of each calendar month in which the services were provided, whichever comes first. The due date of the tax document is 30 days from the date of its issuance, while the Provider shall send the tax document to the Client’s address no later than 7 days from the date of its issuance. The provider is entitled to send the tax document also exclusively via e-mail.

3.3 The tax document issued by the Provider shall contain all the particulars of the tax document in accordance with the relevant legal regulations and shall be accompanied by an inspection report.

3.4 The price for the services provided does not include VAT and will be increased by VAT during invoicing according to the conditions of applicable legislation.

3.5 In the event that the Client is in default with the payment of the price for the services provided or any other monetary payment, it is obliged to pay the Provider a contractual penalty in the amount of 0.05% of the outstanding amount, including VAT, for each commenced day of delay. This clause is without prejudice to the right to damages or unjust enrichment. If the Client is in default with the payment of the price for the services provided for more than 14 days, the Provider is also entitled to suspend the provision of any services to the Client until the payment of the outstanding amount, in addition to the contractual penalty.

PLACE OF SERVICE PROVISION

4.1 The place of provision of services is specified in the Contract or in the Framework Agreement concluded between the Provider and the Client. If the place of services is not specified in the contract and/or Framework Agreement, it is considered that the place of service provision is the registered office of the Provider.

DEFECTS IN SERVICES, DAMAGES

5.1 The Provider is obliged to provide the services without defects, whereas the provision of the service in violation of the Contract or the Framework Contract is considered a defect in the provided service.

5.2 The Client is obliged to notify the Provider of any defects in the provided service in writing, immediately after their discovery, and an e-mail message without a guaranteed electronic signature addressed to: info@ajka-solution.cz. Timely notification of defects is considered if the Client has reported the defects within 24 hours of their discovery, but no later than 2 months from the date of provision of the service. If the Client fails to report defects in the services provided within the time limits specified in this Article 5.2 of the GTC, the services provided shall be deemed to have been provided without defects. Delay in any deadline means the preclusion of the right arising from defective performance.

5.3 The notification of defects must contain identification data, a description of the defects found and documents proving the legitimacy of the complaint. All data and documents certifying the legitimacy of the complaint must be in Czech or English.

5.4 In the event of timely notification of defects pursuant to Article 5.2 of these GTC and proof of the legitimacy of the complaint, the Client is entitled to: a) compensation for actual damage, if the Provider is liable for it pursuant to the relevant provisions of Civil Code, or b) provision of a reasonable discount on the price for the services provided.

5.5 In addition to the claims under Article 5.4 of these GTC, the Client has no other claims related to defective performance.

5.6 In the event that the Client incurs damage as a result of a breach of any of the Provider’s obligations under the Contract or the Framework Agreement, without the circumstances of force majeure excluding the Provider’s liability or any other excusable reason, the Provider shall be obliged only to pay for the actual, demonstrably incurred damage, but only up to the amount that the Client could not provably avoid by its own legal actions. In addition to compensation for damages according to this paragraph, the Client is not entitled to claim lost profits, unjust enrichment or other similar claims in the case of any breach of obligations by the Provider.

CONFIDENTIALITY

6.1 All facts and information falling within the scope of trade secrets, know-how and intellectual property of the Client and the Provider are considered confidential.

6.2 Confidential information that the Provider and the Client share with each other or that the Provider or the Client learns directly or indirectly in connection with negotiations on the conclusion of the Contract, the Framework Agreement or the performance of these contracts shall not be further disseminated or reproduced by the Provider or the Client and shall not be made available to third parties. The parties shall maintain the confidentiality of all confidential information relating to the other party.

6.3 Notwithstanding the obligations of the parties set out in Article 6.2 of these GTC, the Provider as well as the Client shall be entitled to disclose confidential information if: a) they obtain express written consent from the other party, b) the disclosure of confidential information is required by law or a public authority, or c) it is unavoidably necessary for the performance of the Contract, the Framework Agreement or these GTC to its employees, members of statutory bodies, members of the supervisory board, directors, advisors and legal representatives.

COMMON AND FINAL PROVISIONS

7.1 The legal relations between the Provider and the Client shall be governed by the law of the Czech Republic, excluding the conflict-of-law provisions of private international law. The Provider and the Client shall submit to the exclusive jurisdiction of the Czech courts (eventually Czech Court of Arbitration).

7.2 Each of the Parties is entitled to withdraw from the Contract or the Framework Agreement in writing in the cases expressly specified in these GTC, the Contract or the Framework Agreement, or in the event of a material breach of the Contract or the Framework Agreement by the other Party. Upon withdrawal, the Contract or Framework Agreement shall cease to exist with effect as of the date of delivery of the withdrawal to the other party. A material breach of the Contract or the Framework Agreement on the part of the Client shall include, among other things, a delay in payment of the price for the services provided for more than 14 days and a failure to cooperate with the Provider in the provision of services agreed in the Contract or the Framework Contract.

7.3 Without the prior written consent of the Provider, the Client is not entitled to set off any of its receivables, whether arising from the Contract, Framework Agreement, acquired by assignment or otherwise, against any receivable of the Provider from the Client, or to assign such a receivable to a third party.

7.4 Where reference is made in the Contract or Framework Contract to a particular annex thereto, it shall be deemed to be an integral part of the Contract or the Framework Contract; if there is a discrepancy between these documents or between these documents and the GTC, they will be applied in the following order: Contract, Annexes to the Agreement, Framework Agreement, Annexes to the Framework Agreement, GTC.

7.5 Should any of the provisions of the Agreement, the Framework Agreement or these GTC be found to be invalid, apparent, ineffective or unenforceable, in whole or in part, this shall not affect the validity, effectiveness or enforceability of the remaining provisions of the Agreement, the Framework Agreement or these GTC. In such a case, the parties shall, without undue delay, agree to replace the invalid, apparent, ineffective or unenforceable provision with a new one that most closely approximates the purpose of such provision.

7.6 Within the meaning of the provisions of Section 1765 par. 2 CC risk of change of circumstances. In accordance with the provisions of § 558 para. Section 557(2) of the Civil Code expressly excludes the application of commercial practices and the application of the provisions of Sections 557 and 1805(2) of the Civil Code. 2 OZ.

7.7 The GTC are effective from 1 January 2020.