General Terms and Conditions

GENERAL TERMS AND CONDITIONS V 1.05

OF INCOMAKER S.R.O. FOR THE PROVISION OF SERVICES AND SUPPORT OF THE INCOMAKER SYSTEM

1. Legal Personality of the Provider

1.1. Incomaker s.r.o. is a limited liability company established under Czech law (hereinafter referred to as "Incomaker" or the "Provider").

1.2. Incomaker is registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 243453.

1.3. Incomaker has its registered office at: Haškova 1582, Roztoky 253 63, Czech Republic, Company ID (IČ): 04161301, VAT ID: CZ04161301.

2. Definitions of Terms

2.1. "Copyright Act" – Act No. 121/2000 Coll., on Copyright, Rights Related to Copyright and Amendments to Certain Acts, as amended.

2.2. "Documentation", "Program Documentation", "Incomaker System Implementation and Deployment Project" – user documentation (usually in electronic form, accessible via the Internet) for the subject System describing its functionality, method of use, and conditions for operating the System.

2.3. "Incomaker Marketing Information System" or simply "System", or "Service" – software provided by the Provider, usually via the Internet as a service, protected by the Copyright Act, which the Provider developed and offers based on these General Terms and Conditions.

2.4. "NCC" – Act No. 89/2012 Coll., the Civil Code, as amended.

2.5. "Onboarding" – processes and set of actions performed at the beginning of the contractual relationship (e.g., initial system setup, data import, training, etc.) covered by the Agreement under these General Terms and Conditions, usually performed by the Provider for a fee.

2.6. "Ticket" / "Request" – a request for technical (customer) support from the Provider, the purpose of which is a call to resolve a System Defect (real or perceived).

2.7. "Agreement" – the agreement on the provision of Incomaker services.

2.8. "Defect" – a deviation from the System specification defined by the description of functions in the existing Documentation. A Defect exists if the System does not perform the functions specified in the Documentation, produces incorrect results, or uncontrollably interrupts its operation.

2.9. "General Terms and Conditions" – these General Terms and Conditions.

2.10. "Remote Access" – a service during which a representative of the Provider connects via a secure connection to the Customer's workstation and/or server based on the Customer's request and activation of the connection. The service is intended for resolving complaints and providing customer support.

2.11. "Customer", or "Client" – a natural or legal person who is a party to the agreement under these General Terms and Conditions and who uses the System for their own needs.

2.12. "Billing Period" – a time interval in which invoices are issued according to the conditions agreed in the Agreement, usually a calendar month.

3. Rights and Obligations of the Provider

3.1. The Provider undertakes to provide the Customer with access to the System via the Internet. The Provider undertakes to always update the System to the highest available stable version. The Customer acknowledges the scope of the System's functionality available at any given moment.

3.2. The Provider undertakes to remove Defects from the System without undue delay that prevent its further use. The Provider shall publish the repaired version of the System through standard distribution mechanisms. The terms of the complaint procedure form an integral part of these General Terms and Conditions.

3.3. The Provider reserves the right to terminate support for the functionality of the System operated on platforms that their original manufacturers have ceased to support at the level of compatibility with third-party software products. The Provider bears no responsibility for the operation of the System in such environments. Likewise, the Provider bears no liability for any damage arising as a result of such a situation, including any costs associated with its resolution.

3.4. The Provider has the right to make changes to the System that expand its options for use, and may also make changes to the System as a result of the development of programming tools, operating systems, technical equipment, legislation, or due to advancements in research and knowledge.

3.5. If the Customer fails to pay the price for the use of the System by the agreed deadline after signing the Agreement, the Provider has the right to withdraw from the relevant Agreement. Withdrawal from the Agreement excludes the possibility of the Customer using the affected System.

3.6. The Provider has the right to update its service price list. The Provider is obliged to notify the Customer of such a change at least 30 days in advance. The Customer may express disagreement with the price change, which constitutes a termination of the Agreement with a two-month notice period running from the first day of the month following the delivery of the disagreement with the price change. During the notice period, the original price applies to the contractual relationship between the Provider and the Customer. If the Customer does not notify their disagreement within 30 days of the announcement of the price list change, they are deemed to agree with the change.

3.7. The Provider exercises economic rights to the System under the trade name Incomaker fully in compliance with the Copyright Act and is simultaneously entitled to grant sublicenses to those parts of the System that were developed by third parties, based on contractual relationships with these third parties under the Copyright Act.

3.8. The Provider grants rights to use the System to the Customer through the Agreement. Unless the relevant Agreement explicitly states otherwise, it shall be deemed that the Provider has also granted the Customer a time-limited, non-exclusive right for a period of 4 years to use any result of activities or services provided or performed by the Provider under the agreement(s) that meet the characteristics of a copyrighted work or other subject matter protected by intellectual property or industrial property law, which the Provider performed or provided within its activities or services for the benefit of the Customer. The Customer's right under the second sentence of this Clause 3.8 does not apply to the System itself.

3.9. The Provider secures backups of user data on a daily basis.

3.10. The Provider undertakes, as part of this service, to distribute electronic messages to the Customer's target users. Electronic messages refer in particular to emails, social media posts, SMS, and other forms of electronic information. The Provider guarantees the sending of electronic messages, but technically cannot guarantee delivery to end recipients and cannot be held liable for potential non-delivery.

3.11. The Provider undertakes not to use the Customer's data for its own needs, nor to provide it to third parties. Exceptions are situations where such provision of data is required by applicable legislation and the use of anonymized, aggregated information collected across customer accounts (i.e., bulk analysis and statistics), leading to an improvement in the algorithms of the System itself.

4. Rights and Obligations of the Customer

4.1. The Customer has the right to use the System to the extent agreed upon in these General Terms and Conditions, the relevant Agreement, in accordance with the System's license authorization, instructions of the Provider's employees, and according to the conditions stated in the Documentation.

4.2. The Customer undertakes, as a result of software tool development, to update the parameters of its technical equipment and software platforms used so that they meet the technical requirements of the System.

4.3. The Customer undertakes to pay duly and on time for the provided performance. The obligation to pay is fulfilled on the day the amount is credited to the Provider's account.

4.4. The Customer undertakes to notify the Provider in writing without undue delay of any changes in data concerning the Customer and its personnel that could affect the performance of the Agreement.

4.5. For the purpose of Defect diagnostics and support, the Customer shall grant the Provider's employees Remote Access to its system according to the Provider's specifications. If the Customer does not enable Remote Access to its system, it shall bear all costs associated with diagnosing the problem or providing support if these were conducted in another agreed manner. In such a case, the Provider is not liable for any damage incurred by the Customer.

4.6. Without the prior written consent of the Provider, the Customer is, in particular, not entitled to modify the System or any part thereof (except for modifications using tools provided for that purpose), translate it into other programming or national languages, incorporate it into another software product, distribute products thus created, or allow third parties remote access to the System for the purpose of editing data of legal entities or natural persons other than the Customer. This provision applies by analogy to third-party software if it is the subject of the Agreement.

4.7. The Customer undertakes to use the System solely for its own needs for the purpose for which the System was created, not to make it accessible in any way to third parties, and not to reverse engineer or attempt to reverse engineer the System.

4.8. Except as expressly provided in the Agreement, the Customer shall not alter or modify, copy or otherwise reproduce any information, original or copies of the System or parts thereof, nor create collective or derivative works from them. The Customer is not entitled to use the System for any purpose contrary to the Agreement, these General Terms and Conditions, or legal regulations. The User must not use the System in a manner that could diminish the value of the work, or damage, disable, overburden, or impair the function of servers operated by the Provider or interfere with the use of these servers or the System by third parties. The Customer must not in any way obtain or attempt to obtain any copies of the work (even for personal use), any materials or information concerning the System that are not or have not been made publicly available or provided through servers operated by the provider. In the event of a breach of this contractual obligation, the Customer is liable for damages caused to the Provider thereby.

4.9. The Customer undertakes to use the service in compliance with generally binding legal regulations (in particular in the field of personal data processing and rights to information and content of messages distributed by the System) and will not use the System for illegal activities.

4.10. The Customer undertakes not to use the System to spread viruses, malware, or any other malicious content.

4.11. The Customer undertakes not to use the System to distribute works protected by the Copyright Act or intellectual property rights of third parties which it is not authorized to distribute.

4.12. The Customer undertakes not to distribute spam through the System. Spam is considered an unsolicited electronic message sent to a recipient without their prior consent, including any email promoting goods and services where it is not clearly evident that it is a commercial communication, where sender identification (address) is missing or incomplete, and where the end recipient is not given the option to unsubscribe from receiving such communications.

4.13. The Customer undertakes not to distribute promotion of illegal drugs through the System.

4.14. The Customer undertakes not to distribute child pornography or access to it through the System.

4.15. The Customer undertakes not to distribute any content through the System that is illegal in the jurisdiction governing the target recipients of its electronic messages.

4.16. The Customer undertakes not to distribute any content through the System that is prohibited from being distributed by the terms and conditions of third parties through which the content distribution occurs (e.g., but not limited to, social networks).

4.17. The Customer acknowledges that the Provider is entitled to automatically supplement missing elements of a message according to Clause 4.12 into the communication in order to comply with legislative requirements and service provider requirements on the recipient side. In such a case, the Provider does not guarantee the compatibility of such automatically supplemented items with the design of the distributed electronic message.

4.18. The Customer acknowledges that the Provider is not responsible for the content distributed by the Customer.

4.19. Breach of any of the provisions in Clauses 4.10 to 4.16 may be considered a material breach of the Agreement. In such a case, the Provider may refuse to distribute the non-compliant content without the Customer being entitled to a refund of the price for the service provision and/or may withdraw from the Agreement. Withdrawal from the Agreement for this reason does not establish a right to a refund of any price already paid for the Service, nor does it exclude the Customer's liability for damages incurred by the Provider in this connection.

5. Price and Payment Terms

5.1. The Customer undertakes to pay the Provider the price for the provision of the Service in accordance with the Provider's valid price list available on its website https://www.incomaker.com, unless agreed otherwise in the Agreement.

5.2. The Provider is entitled to unilaterally change the price for providing the Service; however, such a change does not affect the price for providing the Service for the period for which the Customer has already prepaid the service.

5.3. Unless stated otherwise, prices for performance specified in the price list or in the Agreement do not include Value Added Tax (VAT).

5.4. The standard Billing Period is one month, but the Provider and Customer may agree on a longer Billing Period. When concluding an Agreement with a longer Billing Period, the Provider usually grants the Customer a commercial discount.

5.5. Unless agreed otherwise, the price for the Service is payable in advance for the following Billing Period based on invoices issued by the Provider. If the customer does not express a wish to change the length of the Billing Period at least 15 days before the end of the current Billing Period, and the Provider does not express agreement with the proposed change within the specified period, it shall be deemed that the length of the next Billing Period is the same as the length of the current Billing Period, according to which the Provider will invoice.

5.6. The contracting parties agree that invoices shall be due within 7 days from the date of their issuance.

5.7. The contracting parties agree that if the Customer fails to pay any financial obligation arising from the Agreement or General Terms and Conditions by the due date specified on the relevant invoice, the Provider is entitled to demand, and the Customer is obliged to pay, contractual default interest of 0.1% of the outstanding amount for each, even commenced, day of delay.

5.8. The Provider is entitled to unilaterally suspend the performance of its contractual obligations in the event that the Customer is in default with the payment of any outstanding amount owed to the Provider.

5.9. The price does not include Onboarding or incidental expenses associated with the subject of performance (e.g., accommodation, travel, etc.), unless agreed otherwise in the Agreement. These reasonably incurred costs will be invoiced separately based on approved statements and constitute a separate claim of the Provider.

5.10. The Customer agrees that the Provider is entitled to set off a due monetary obligation of the Customer towards the Provider against any monetary claim of the Customer against the Provider, regardless of the legal relationship from which it arises. The Customer agrees that the Provider is entitled to set off its claims against claims of the Customer that are not yet due, cannot be seized by enforcement of a decision, cannot be claimed in court, or are time-barred.

5.11. Wherever not contrary to legal regulations, the Customer agrees that all rights and claims of the Provider against the Customer shall be subject to a limitation period of fifteen years.

6. Service Level and Complaint Procedure

6.1. The Provider undertakes to ensure the availability of the system to the highest possible extent, at least 99% of the time in a given calendar month.

6.2. The System is not considered unavailable under this Article if scheduled maintenance is being performed.

6.3. Scheduled maintenance is always announced in advance within the application interface and notified to the user by email.

6.4. The Provider undertakes to minimize the unavailability of the System for scheduled maintenance to the lowest possible extent and to schedule it at a time that affects the Customer's operational hours as little as possible, if feasible.

6.5. The contracting parties agree that scheduled maintenance shall not exceed 6 hours per month.

6.6. The subject of the complaint procedure is a Defect. The Provider undertakes to fix Defects free of charge.

6.7. A condition of the System that meets external characteristics of a Defect but cannot be attributed to the Provider is not deemed a Defect, in particular:

6.7.1. use of the System by the Customer contrary to the Documentation,

6.7.2. use of the System through technological means that do not meet the technical requirements of the System (e.g., outdated web browser),

6.7.3. defectively performed integration of the System with third-party Systems, unless performed by the Provider,

6.7.4. errors in the localization of the System,

6.7.5. minor errors in the user interface of the System, provided they do not render work with the System impossible or significantly difficult or limit its functionality,

6.7.6. defects resulting from neglected maintenance by the Customer,

6.7.7. outages in networks of internet service providers, etc.

6.8. The Customer submits Tickets / Requests to the Provider through agreed channels.

6.8.1. Request A (critical Defect) is a Defect caused by the Provider causing a state of the System where no operations can be performed in it, even at the data viewing level, and the Customer is unable to fulfill its obligations to third parties (its clients, etc.) – this is a state where the function of the System is directly endangered, and these Defects cannot be bypassed by an alternative method, or it is necessary to resort to complicated and expensive solutions outside the System. A critical Defect is considered system unavailability under Clause 6.1.

6.8.2. Request B (serious Defect) is a Defect caused by the Provider where a certain functionality of the System for data processing and viewing is inactive, but its activity can be replaced by another functionality according to the Provider's instructions, sometimes at the cost of higher effort.

6.8.3. Request C (minor Defect) is a Defect where some of the System's functionality is not fully active according to the Customer's expectations, but this condition has no impact or only negligible impact on the Customer's operations.

6.8.4. Request D (system improvement suggestion) is not a Defect, but a situation where the System in a certain aspect (e.g., user interface) does not meet the Customer's expectations, but works in accordance with the Documentation and in a manner that can be considered customary. The Provider includes Category D Requests in the system development plan.

6.9. Categorization of Requests is performed by the Provider. In case of disagreement, the decision on the error category is escalated through the management hierarchy of the Provider and the Customer.

6.10. The Request must contain a sufficiently described Defect so that the Provider can categorize it. It shall be submitted by the Customer via the Provider's support page (at https://www.incomaker.com/support) or by email (support@incomaker.com), or through another channel agreed upon in the Agreement. Time limits specified below are calculated from the delivery of the request through these channels.

6.11. The Provider undertakes to resolve Requests in all categories in the shortest possible timeframe. Unless specified otherwise in the Agreement, the following deadlines are set as binding:

Request Category	Timeframe for Defect Assessment /Work Commencement	Timeframe for Defect Removal
Request A	12 hours	4 working days
Request B	48 hours	15 working days
Request C	15 working days	30 working days

6.12. The timeframe for Defect removal does not include the time during which the Provider is waiting for the necessary cooperation from the Customer. Cooperation is considered necessary in particular if it is essential for identifying the cause, consequences, and possibility of removing the claimed Defect.

6.13. The timeframe for Defect removal does not include the time during which the Provider could not address the complaint due to force majeure.

6.14. The Provider may, particularly for Category A Requests, and potentially Category B, in the interest of the fastest possible resolution, use a temporary workaround by which the Defect is bypassed such that from the Customer's perspective the System is without Defect, or with minor impact on effort of use. Thereby, the above-mentioned deadlines are considered met, but the Provider remains obliged to deliver a final solution that will replace the temporary solution described herein.

6.15. Removal of a Defect is considered an update of the System by the Provider or removal by other electronic performance. Removal of a Defect is also considered the publication of an alternative procedure by the Provider, adherence to which ensures the functionality of the affected feature. Removal of a Defect is also considered its recategorization by partially removing the Defect to a less severe Defect according to the specified categorization, provided that the total time for its removal does not exceed the deadlines specified in Clause 6.11 for the category in which the Defect is placed after recategorization.

7. Operating Conditions and Warranty

7.1. The Provider warrants that the System is free of legal defects and in no way infringes or damages the rights of third parties, including ownership rights, contractual obligations, trade secrets, confidential information, non-disclosure obligations, trademarks, copyright, or patent rights.

7.2. The Customer bears responsibility for the creation, use, and operation of data in the System. The Provider ensures data backups in the system. The Customer bears responsibility for data loss caused by its own improper use of the System. The Provider is not liable for damages, including data loss, incurred by the Customer due to operating the System contrary to the Documentation, using computers or other equipment unsuitable for operation (e.g., outdated), due to third-party computer programs, viruses on the Customer's side, or other external influences or force majeure.

7.3. Neither contracting party shall be liable for delay in performing its obligations caused by circumstances excluding liability (force majeure).

8. Protection of Confidential Information and Trade Secrets

8.1. During the performance of obligations arising from the Agreement, an exchange of information considered confidential may occur between the Customer and the Provider. Confidential information includes, among other things, all mutually provided information that is subject to trade secrets within the meaning of Section 504 of the NCC.

8.2. Neither contracting party shall disclose or otherwise make available to any third party any information regarding the conditions, subject matter, and performance of the Agreement, nor any other information regarding negotiations associated with the Agreement or related to the other contracting party, in particular (but not limited to) data and information stored in the System by the Customer, nor use them contrary to their purpose for its own needs, except for information published by the parties pursuant to a statutory obligation, or the use of data and information based on provisions of the Agreement or General Terms and Conditions. The parties consider such information confidential and undertake to preserve this confidentiality to the maximum extent possible. The exception to the confidentiality obligation under the preceding sentence also applies to information disclosed to:

8.2.1. employees, advisors, and other collaborators or subcontractors of the contracting parties bound by similar confidentiality obligations,

8.2.2. employees of relevant state institutions and courts, if disclosure of information is required by legal regulations or is otherwise lawfully requested,

8.2.3. cases where the relevant contracting party has already published the information or the information has already become publicly known without either contracting party breaching its obligation.

8.3. Any public announcement or statement in connection with these General Terms and Conditions, the Agreement, or performances provided on the basis of contractual relationships between the Provider and Customer is possible only based on prior written agreement of both parties regarding the content and form of such public announcement or statement, with the exception of a potential press release providing general information on the start, progress, or completion of the Agreement implementation process at the Customer, but always without mentioning data regarding any payments or agreed price amounts.

8.4. Under the conditions set forth in this Article and provided that the rights and legitimate interests of the Customer are not affected, the Customer grants consent to the Provider to list the Customer's business name as a reference in its printed materials and promotional activities.

9. Creation, Amendment, and Termination of Agreement

9.1. The Agreement between the Provider and the Customer may, in addition to written form, also be established by the Customer's consent to these General Terms and Conditions during electronic conclusion of the contract (registration).

9.2. If the conclusion of the Agreement takes place electronically, the Customer must complete online registration. Data entered into the electronic form by the Customer is deemed correct by the Provider.

9.3. The Agreement may be amended in the same forms that govern its creation, unless these General Terms and Conditions state otherwise.

9.4. Unless agreed otherwise by the contracting parties, the Agreement is concluded for an indefinite period.

9.5. The Agreement between the Customer and the Provider may terminate:

9.5.1. By withdrawal from the Agreement by a contracting party if the other party materially breaches provisions of the Agreement or these General Terms and Conditions, enters insolvency, or goes into liquidation. Withdrawal must be executed in writing. Unpaid debts of the Customer to the Provider become due on the first working day following delivery of the withdrawal notice to the Customer, unless the Provider specifies a later date.

9.5.2. By notice of termination by either party without stating a reason, with the notice period specified in the Agreement. If not specified in the Agreement, the notice period is 2 months and begins on the first day of the calendar month following delivery of the notice.

9.5.3. By mutual agreement of the contracting parties.

9.6. For all notice periods mentioned in the Agreement or these General Terms and Conditions, if a Billing Period longer than one month is agreed between the Provider and Customer and the end of the current Billing Period occurs later than the last day of the notice period under the above provisions, the end of the notice period is extended to the end of the current Billing Period.

10. Personal Data Processing

10.1. The Customer agrees to the publication of its business company name in printed materials and promotional events of the Provider.

10.2. Unless agreed otherwise in the Agreement, the Agreement is simultaneously a personal data processing agreement within the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, General Data Protection Regulation (hereinafter referred to as "GDPR"), where the Customer is the data controller and the Provider is the data processor.

10.3. For the purpose of fulfilling this agreement, the Customer transfers to the Provider general personal data of its clients in the scope of: address and identification data, web browsing history, transaction history, descriptive data, and data regarding another person, unless another scope of data is specified in the Agreement. The data concerns the following data subjects: client's customers, client's employees.

10.4. The Provider shall ensure all technical and organizational measures so that unauthorized or accidental access to personal data by unauthorized persons, its alteration, destruction or loss, unauthorized transmissions, other unauthorized processing, as well as other misuse of personal data cannot occur.

10.5. The Provider processes personal data only based on documented instructions from the Customer, including regarding transfers of personal data to a third country or an international organization, unless required to do so by Union or Member State law to which the Provider is subject; in such a case, the Provider shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

10.6. The Provider shall not engage another processor without prior specific or general written authorization of the Customer.

10.7. Where the Provider engages another processor for carrying out specific processing activities on behalf of the Customer, the same data protection obligations as set out in the Agreement shall be imposed on that other processor by way of a contract or other legal act under Union or Member State law.

10.8. Taking into account the nature of processing, the Provider assists the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer's obligation to respond to requests for exercising the data subject's rights and assists the Customer in ensuring compliance with obligations pursuant to Articles 32 to 36 of GDPR.

10.9. The Provider shall, at the choice of the Customer, delete or return all personal data to the Customer after the end of the provision of services relating to processing, and delete existing copies unless Union or Member State law requires storage of the personal data.

10.10. The Provider shall make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in this Article and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.

10.11. The Provider undertakes to process and document technical and organizational measures adopted and implemented to ensure personal data protection in accordance with the law and other legal regulations, while ensuring, inspecting, and being responsible for:

10.11.1. fulfillment of instructions for personal data processing by persons with direct access to personal data,

10.11.2. preventing unauthorized persons from accessing personal data and data processing equipment,

10.11.3. preventing unauthorized reading, creation, copying, transmission, modification, or deletion of records containing personal data and measures enabling determination and verification of to whom personal data has been transferred.

10.12. In the field of automated data processing, the Parties adopt the following technical and organizational measures:

10.12.1. The Provider shall ensure redundant storage of data (where applicable), i.e., storage of data in the form of several independent copies so that destruction, modification, or damage to one copy does not affect other copies,

10.12.2. The Provider shall ensure encryption of all data transmissions between the Customer's system and Provider's systems as well as among the Provider's systems themselves, where circumstances do not exclude it, using the SSL protocol to prevent unauthorized data leakage to third parties,

10.12.3. The Provider undertakes to apply all security changes and improvements achievable at any given moment without undue delay,

10.12.4. If either party becomes aware of facts that may affect system security and/or jeopardize personal data protection, it is obliged to immediately inform the other party and participate in implementing measures leading to the removal of such security threat,

10.12.5. The Provider shall ensure regular backups of data content,

10.12.6. The Provider shall ensure that automated personal data processing systems are used only by authorized persons, and that physical persons authorized to use automated processing systems have access only to personal data corresponding to their authorization, based on special user credentials created exclusively for these persons,

10.12.7. The Provider shall keep electronic logs allowing determination and verification of when and by whom personal data was recorded or otherwise processed,

10.12.8. The Provider shall prevent unauthorized access to servers, data media, and other technical equipment,

10.12.9. The Provider shall, by issuing internal regulations or through special contractual arrangements, ensure that its employees and other persons processing personal data process personal data only under conditions and to the extent determined by the processor, in particular maintaining confidentiality regarding personal data and security measures whose disclosure would jeopardize personal data security, even after termination of employment or relevant work,

10.12.10. The contracting parties shall, to the best of their knowledge, exert all effort to ensure personal data security under the circumstances by any other means beyond those explicitly listed herein.

11. Governing Law and Dispute Resolution

11.1. These General Terms and Conditions as well as the Agreement are governed by the laws of the Czech Republic, excluding conflict of law rules that would refer to the application of foreign law.

11.2. In the event of any dispute between the contracting parties arising in connection with these General Terms and Conditions and the Agreement, the parties undertake to exert maximum effort that can reasonably be expected of them to reach an amicable resolution based on mutual agreement. If an amicable resolution is not reached, all disputes between the parties shall be decided by the courts of the Czech Republic.

11.3. For resolving disputes between the contracting parties through the courts of the Czech Republic, the court having local jurisdiction according to the Provider's registered seat is agreed upon as the locally competent court.

12. Non-Compete Clause

12.1. Neither contracting party is entitled, without prior written consent of the other party, during the term of the Agreement and for 2 years after its termination or expiration, to employ employees of the other contracting party, whether directly or indirectly, i.e. including in entities in which it has a controlling interest or possibility to otherwise influence their decision-making. "Employment" of an employee of the other party means entering into an employment relationship or similar contractual relationship (including agreements on work performed outside employment and other civil law relationships) with an employee of the other party, whether directly between the party and such employee, or indirectly between such employee and a third party in which the contracting party has a controlling interest or ability to influence decision-making.

12.2. In the event of a breach of Clause 12.1, the injured party has the right to demand from the breaching party a contractual penalty for each individual proven breach equal to 12 times the average monthly gross salary or other remuneration of the given employee. The contractual penalty is payable upon demand within 15 days from delivery of the demand to the other party. Payment of the contractual penalty does not affect the right to damages in an amount exceeding the paid penalty.

13. Final Provisions

13.1. By accepting these General Terms and Conditions, the Customer gives consent to electronic invoicing to the Provider pursuant to Act No. 235/2004 Coll. on VAT, Section 26(3).

13.2. The contracting parties are entitled to fulfill their obligations through third parties without written consent of the other party, but remain liable as if performing themselves.

13.3. If agreed between the Provider and Customer that their mutual relations are governed by general terms and conditions, their relations shall always be governed by the most current version of the General Terms and Conditions valid at the time of concluding the relevant Agreement.

13.4. These General Terms and Conditions enter into force and effect on April 4, 2019, and apply to contractual relationships that entered into force on or after this date.