Introductory provisions

1. Revolgy Business Solutions a.s., with its registered office in Prague 1, Klimentská 1246/1, Id. No.: 25082159, Tax Id. No.: CZ25082159, registered in the Commercial Register kept by the Municipal Court in Prague, File No. B 26215, (hereinafter referred to as the “Provider“), besides providing the Revolgy Services, is authorized based on legal relations with certain Third Parties, to mediate certain services of Third Parties for its Customers.

2. The relation between the Provider and Customer abides by these Conditions unless the Provider and Customer agree upon otherwise in writing for a particular case.

3. These Conditions apply to (i) all brokering of the Third Party Services by the Provider for the Customer, and (ii) providing the Revolgy Services by the Provider.

4. The Provider is neither an operator nor a provider of the Third Party Services themselves unless provided elsewhere otherwise. The conditions for using the Third Party Services and other related rights and obligations are dealt with in a separate legal relation between the Customer and the Third Party which provides or operates the relevant Third Party Service.

5. The Provider undertakes that in the course of all of its activities, it shall comply with all obligations based on applicable legal acts and other legal regulations in relation to both private Customers and Customers which are part of the government, state, municipalities or public authorities.

II. Definitions in this Contract unless expressly stated otherwise:

1. Customer. The Customer means a user of the Third Party Services and/or Revolgy Services based on a contractual relation with the Provider. The customer is a natural or legal person who acts during the conclusion and performance of the Contract within its business or other entrepreneurial activity and is not a consumer within the meaning of Sec. 419 Act No. 89/2012 Coll., Civil Code, and is also not a weaker party within the meaning of Sec. 433 par. 2 of the above-mentioned Civil Code.

2. Third Party. A Third Party means any entity other than the Provider or Customer.

3. Contractual Parties. The Contractual Parties mean the Provider and Customer.

4. Third Party Services. The Third Party Services mean services provided by a Third Party which the Provider brokers for the Customer based on a legal relation with the Third Party. A detailed specification of individual Third Party Services is on the Provider’s website: www.revolgy.com.

5. Revolgy Services. The Revolgy Services mean services provided directly by the Provider.

6. Services. The Services mean jointly Third Party Services and Revolgy Services.

7. Use of Services. The Use of Services is understood to include all usage of the Third Party Services or Revolgy Services performed by the Customer.

8. Personal Data and related terms. The Personal Data and related terms shall have the meanings ascribed to them in the EU Regulation. The Contractual Parties agree and acknowledge that the Data Protection Legislation applies to the processing of Customer Personal Data.

9. EU Regulation. EU Regulation means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

10. Contract. The Contract means a contract concluded by the Provider and Customer dealing with the brokering of the Third Party Services and/or providing the Revolgy Services for the purpose of determining the Contractual Parties’ rights and obligations.

11. Conditions. The Conditions mean these Revolgy Business Solutions a.s. General Contract Terms and Conditions.

12. Third Parties’ Contractual Conditions. Third Parties’ Contractual Conditions mean the conditions resulting from the legal relation between the Customer and a Third Party which provides or operates the relevant service of the Third Party Services. The Customer can obtain Third Parties’ Contractual Conditions from the relevant providers/operators of the Third Party Services unless the Provider refers to them directly on its website: www.revolgy.com.

III. Subject-matter of the Contract

1. The Provider undertakes to arrange access to the Third Party Services for the Customer and/or provide the Customer with the Revolgy Services within the scope under the Contract, and the Customer undertakes to pay the charges under the Contract in relation with providing the relevant services or access to the relevant services.

IV. Conditions for using the Third Party Services

1. This part of the Conditions (Art. IV.) only applies to using the Third Party Services.

2. Third Party Service operation. The Customer understands that the Provider is neither an operator nor a direct provider of the Third Party Services themselves, but it only mediates the Third Party Services for the Customer. The conditions for using the Third Party Services and other related rights and obligations are stated in Third Parties’ Contractual Conditions.

3. Consent to Third Parties’ Contractual Conditions. By conclusion of the Contract, the Customer undertakes that it will adhere to Third Parties’ Contractual Conditions when using the Third Party Services. The Customer is obliged to make reasonable efforts to eliminate a misuse of the Third Party Services by unauthorized entities.

4. Administration and setting of the Third Party Services. All administration and setting of the Third Party Services must be carried out solely by the Customer or an authorized person with its own means and at Customer’s responsibility unless agreed upon otherwise by the Contractual Parties. Unless agreed otherwise, support provided by the Provider is subject to a fee as defined by price-list published by the Provider.

5. Quality and availability of the Third Party Services. By signing the Contract, the Customer undertakes and agrees that the responsibility for the quality and availability of the Third Party Services is borne solely by the relevant provider/operator of the Third Party Services unless agreed upon otherwise by the Contractual Parties. The quality and availability of the Third Party Services and the settlement methods and claims resulting from the responsibility for defects in the Third Party Services abide by the relevant Third Parties’ Contractual Conditions.

6. Technical support. The technical support related to the Third Party Services abides by the relevant Third Parties’ Contractual Conditions. The Provider is not obliged to provide either the Customer or end users with any technical support for the Third Party Services unless agreed upon otherwise by the Contractual Parties.

7. Responsibility. The Customer is obliged to refrain from using the Third Party Services in such a way that would contradict the rule of law of the country in which the Customer, Provider or relevant provider/operator of the Third Party Services and possibly their subsidiaries have their registered offices, or which would interfere in third entities’ rights or justified interests. The Provider is not responsible for a loss caused by activities or neglect of the provider/operator of the Third Party Services.

V. Conditions for using the Revolgy Services

1. This part of the Conditions (Art. V.) only applies to using the Revolgy Services.

2. Revolgy Service operation. The Revolgy Services are provided by the Provider directly, i.e. on its behalf and at its own responsibility. The Provider will meet its obligation to provide the Revolgy Services by rendering the services in the scope under the Contract.

3. Conditions for providing the Revolgy Services. The providing of the Revolgy Services which are, with respect to their character, non-recurring services (i.e. the services are not provided repeatedly during a certain period) is not affected by Art. VII.2, VII.5, X.2, X.3, possibly by other parts of the Conditions if they are non-applicable with respect to the character of the relevant services.

4. Term and scope of rendering the Revolgy Services. The terms agreed for providing the Revolgy Services, if they are non-recurring services, and their scope, are determined in the Contract.

VI. Common conditions for the Use of Services

1. The place of providing Services. The Services are provided online via a tool provided by the Provider.

2. The process of concluding the Contract. The Contract may be concluded, besides any other official means provided by the Provider, in written form, or by written or email order of the Customer and a written or email confirmation of the Provider, or online via a tool provided by the Provider, on the basis of an order of services and the Customer’s acceptance of these Conditions, and confirmation of the order by the Provider in case of Services that require this confirmation and are marked accordingly; in such case the Contract is concluded by confirmation provided by the Provider. If a confirmation of the order is not required, the Contract is concluded upon submission of the order for services by the Customer. The Contract consists of these Conditions and, where applicable, other business terms and conditions that apply to the relevant services, and the specifications of the subject and terms of services in the Customer’s order or the Contract.

3. Cooperation. The Provider and Customer are obliged to provide each other with all necessary cooperation to fulfil the purpose of the Contract. In particular, they are obliged to communicate, without undue delay, all significant facts which could affect the performance under the Contract or its conditions and technical aspects related to access to the Third Party Services or Revolgy Services if this is possible with respect to their character.

4. Limitation of Liability. In view of the scope and character of the provided services, circumstances under which the Contract was concluded, the Contracting Parties’ positions, and the expected amount of the loss, the Contractual Parties have agreed that the responsibility for a loss is limited, in case of a claim for damages, to the amount of the Customer’s payment for the Third Party Services or Revolgy Services in the past 12 months.

5. Restrictions. Customer will not, and will not allow third parties under its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services; (b) use the Services for high risk activities, such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage; (c) sublicense, resell, or transfer the Services or any rights in the Services; (d) authorize or permit any portion of the Services to be accessed by another other than Customer End Users; (e) use any component, library, database or other technology included in the Services other than in connection with Customer’s use of the Services; (f) process or store any Customer Data that is subject to the International Traffic in Arms Regulations; or (g) use the Services in any unlawful manner or to facilitate any unlawful acts.

6. Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized access to or use of the Services through its accounts, and will promptly notify the Provider of any actual or suspected unauthorized access or use of which it becomes aware.

7. Feedback. The Provider may use Customer’s feedback about the Services without obligation to Customer, and Customer irrevocably assigns to the Provider all right, title, and interest in that feedback. The Provider can use the Customer’s feedback without any limitation, in particular, share the Customer’s feedback with other entities and publish such Customer’s feedback.

VII. Invoicing and payment

1. Price for the Third Party Services and Revolgy Services. Third Party Services will be charged in accordance with the current prices stated on the Provider’s or Third Party’s website. The Customer is obliged to pay the charges at the current prices for the Third Party Services, unless agreed upon otherwise by the Contractual Parties. The prices for the Revolgy Services are set by an explicit agreement of the Contractual Parties in the Contract.

2. Invoicing and payment terms. All payments due are in the currency indicated in the Contract or invoice (as applicable). Customer will pay for the Services by one of the methods below:

2.1.

2.2.

2.3.

3. Invoicing of the Revolgy Services. If the provision of the Revolgy Services is non-recurring, the Revolgy Services will be invoiced after the proper provision of the Revolgy Services by the Provider based on an invoice complying with the requirements under these Conditions, and issued by the Provider, unless agreed upon otherwise in the Contract. Other services of the Revolgy Services will be charged in the standard way under Art. VII. of these Conditions.

4. Delayed payment. If the Customer is in delay with payment under the Contract, the Provider is entitled to claim late payment interest from the Customer at the highest rate permitted by law of the outstanding amount from the due date to the date of full payment of the outstanding amount. In this case, the Customer bears all cost (including fees for legal representation) which the Provider suffers upon collecting those outstanding amounts.

5. Suspension of Services because of delay. If the Customer is in delay with payment, the Provider is entitled to suspend the Customer’s access to the Third Party Services or Revolgy Services on the following conditions:

5.1. Automatic suspension

5.2. Restoration of Services

5.3.

6. Taxes. Customer is responsible for any taxes, and Customer will pay to Provider for the Services without any reduction for such amounts. If the Provider is obligated to collect or pay taxes, the taxes will be invoiced to Customer, unless Customer provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority. If a Customer is required by law to withhold any taxes from its payments to Provider, Customer must provide the Provider with an official tax receipt or other appropriate documentation to support such payments.

VIII. Personal data protection and confidential information protection

1. Personal data protection. If the Customer hands over any Personal Data to the Provider in connection with the performance of the Contract, the Provider shall protect the Personal Data by the means of advanced technologies corresponding to the level of technology development and requirements of the EU Regulation. The Provider declares that it has taken measures to protect the Personal Data against unauthorized interferences of third persons. However, the Provider is not responsible for possible unauthorized interferences of third persons through which those persons get unauthorized access to the Customer’s and individual users’ Personal Data, and will use, utilize or misuse the Personal Data, or make them available to third persons. The Customer declares that it is aware of risks resulting for the Customer from the above-mentioned unauthorized interferences of third persons.

2. Purpose of processing. Personal Data of the Customer, who is a natural person - entrepreneur, or Personal Data of the contact person and/or individual users of the Customer, who is a legal person, are processed for the purposes of registration of the Customer, performance of the Contract and sending marketing communications related to the performance of the Contract either by Provider or Third Party depending on the particular Third Party Services. Personal Data is provided to the Provider either directly by the data subject or the Provider obtains the data from commercial registry or other registry established by the law in the scope necessary for issuing a tax invoice.

3. Legal titles of processing. The legal title of the processing of Personal Data for the purposes of registration of the Customer is the performance of the Contract and the fulfillment of legal obligations in connection with the keeping of accounting and tax documents and supporting documents. The legal title of the processing of Personal Data for the purpose of sending marketing communications related to the performance of the Contract is Provider’s legitimate interest of pursuing its commercial activities.

4. Restriction on handling the data. The Provider will not, without the Customer’s prior consent, process, share, sell or use the provided Personal Data in such a way that would contradict these Conditions or the Contract.

5. Personal data processing. The Provider is entitled, when fulfilling the obligations under the EU Regulation and relevant Personal Data protection legislation, to transfer Personal Data to its processors and service providers whose list is available at the Provider. The Provider may transfer Personal Data to processors in EU or non-EU countries where Personal Data protection is always guaranteed by the European Commission’s standard contractual clauses in accordance with the EU Regulation, and, in accordance with point (f) of Article 13 (1) of the EU Regulation, the Provider shall provide on request the information where personal data have been made available. The Provider warrants that any involvement of data processing entities is in compliance with Article 28 of the EU Regulation. Data processors provide necessary information to the Provider in relation to verification of compliance of the Provider with Article 28 of the EU Regulation, upon request.

6. Term of the data processing. Personal data will be processed by the Provider for an indefinite period of time until the time the purposes for which they are processed are fulfilled.

7. Data Subject’s Rights. In accordance with the EU Regulation and relevant Personal Data protection legislation, the data subject is entitled to:

7.1.

7.2.

7.3.

7.4.

7.5.

7.6.

8. Personal data processing by Third Parties. The Provider does not take any responsibility for processing the Personal Data included by the Customer or on its behalf in the Third Party Services. All Personal Data processing arranged by the Customer through the Third Party Services, if this occurs under the Contract, abides by the conditions for Personal Data processing of the relevant Third Party. The Customer is obliged, prior to providing the Personal Data, to acquaint itself in time with the conditions for Personal Data processing of Third Parties, and assign the identical obligation to all users of the Services within the Customer’s domain.

9. Personal Data processing for Third party’s communication with Customer. Customer is aware that its contact details will be provided to the Third Party providing Third Party Services to allow the Third party to communicate directly with the Customer for the following purposes:

9.1.

9.2.

9.3.

9.4.

10. Access to Personal Data within the Revolgy Services and Third Party Services. The Customer is fully responsible for arranging the setting of access to the Personal Data entered by the Customer when using the Revolgy Services and Third Party Services.

11. Termination of Personal Data protection and confidential information protection. In case of termination of the Contract each Contracting Party is obliged, if requested by the other Contracting Party, to return or destroy all Personal Data and confidential information related to the other Contracting Party (except for the information which the Contractual parties are obliged to keep based on relevant legal regulations).

1. Consent to the Conditions. The Customer and each of the Customer’s users (i.e. an end user of the relevant service) are obliged to acquaint themselves with these Conditions prior to starting the Use of Services. The consent, besides concluding the Contract, is in fact also expressed when the Customer, possibly directly the Customer’s user, begins to use any of the Revolgy Services or any Third Party Service. If the Customer or the Customer’s user does not agree to these Conditions, it is obliged to refrain from the Use of Services.

2. Amendments and the effect of amendments to the Conditions

2.1. Amendments to the Conditions

2.2. Effect of amendments to the Conditions

2.3. Previous Conditions

X. Term and effective period of the Contract

1. Effective period of the Contract. Unless stated otherwise in the Contract, it is concluded for an indefinite period of time.

2. Termination of the Contract. The Contract may be terminated (i) automatically by expiration of the period for which it was concluded unless it is prolonged automatically, (ii) for any reason only as of an end of the determined period on condition that a notice will be delivered to the other Contracting Party not later than 15 days before the expiry date of the relevant period in case it is prolonged automatically, (iii) for any reason if the Contract is concluded for an indefinite period of time under conditions as stipulated by law. This Contract may also be terminated upon delivery of the termination notice to the Customer provided if it turns out that the Customer is not a business company or entrepreneur as defined in Sec. II 1. of these Conditions.

3. Withdrawal from the Contract. Any Contractual Party is entitled to withdraw from the Contract if the other Contracting Party substantially breaches the Contract. The substantial breach of the Contract by the Customer is considered to include particularly a breach of obligations under Art. VI.5 and Art. VI.6 of these Conditions, substantial breach of Third Parties’ Contractual Conditions in case of using the Third Party Services, and payment for the Services under the Contract delayed for more than 20 days. The substantial breach of the Contract by the Provider is considered to include particularly a breach of obligations under Art. III.1 of these Conditions.

4. The Provider is entitled to withdraw from the Contract

4.1.

4.2.

5. If the Contract ceases to exist, the Provider shall provide the Customer with necessary collaboration for the transfer/migration of the user accounts and information stored by the Customer within the Third Party Services, if possible, possibly also within the Revolgy Services with respect to their character, from the infrastructure of the provider/operator of the Third Party Services, or the infrastructure of the Provider, back to the infrastructure of the Customer. For this purpose, the Contractual Parties undertake to elaborate a plan for the transfer of Services. This activity related to the migration of data will be remunerated to the Provider in accordance with the current prices of Services.

6. Each Contractual Party is obliged to notify the other Party in writing or by e-mail of the withdrawal from the Contract. The notification on the withdrawal from the Contract must contain the reason for which the Contractual Party withdraws from the Contract, and a reference to the relevant provisions of the Contract (possibly the Conditions), otherwise the withdrawal will be void. Upon withdrawal from the Contract, the Contract ceases to exist on the day of delivering the notice to the other Contractual Party.

XI. General provisions

1. Alteration of rates. Regarding a new contractual period, the prices/rates corresponding to the current prices of Services valid at the time of the beginning of a new contractual period will always be in force unless agreed upon otherwise by the Contractual Parties.

2. Alteration of the Services. The Customer may change an order of the Revolgy Services or Third Party Services in accordance with Article VI.2 of these Conditions. Such alteration will be considered to be an amendment to the Contract.

XII. Final provisions

1. Customer’s Declaration. By accepting these Conditions and Contract, the Customer confirms that (i) has become familiar with these Conditions and expressly accepts all of their provisions, (ii) is an entrepreneur acting in his / her business activity, (iii) is not considered to be a weaker contracting party, (iv) expressly accepts the risk of a substantial change in circumstances in cases the change in circumstances is so significant that creates a particularly gross imbalance in the rights and obligations of the parties and will not seek the renewal of the negotiation of the Contract, as well as the termination of the Contract by a court.

2. Communication. All communication between the Provider and Customer may be done either in writing or by e-mail. The e-mail address for notices to the Provider is contracts@revolgy.com. The Customer is required to provide contact details to its authorized person(s) (name, e-mail address, telephone) for the purposes of (i) sending invoices, (ii) emergency issues, (iii) order, cancellation or change of ordered Services, (iv) payment methods (card/transfer), (v) currency selection on the invoice (CZK/EUR). Communication from the Provider related to one or more Customers may also be done by the Provider in the form of releasing a certain notification on the Provider’s website (for instance in case of a notification of an amendment to these Conditions). If any of the above-mentioned communication methods are used, a written form is held to be observed. Oral communication between the Provider and Customer may be done over the telephone or through similar services that enable a long-distance transmission of voice.

3. Governing law and collision regulations. These Conditions and the Contract, as well as all legal relations arising, or those that will arise in the future, between the Provider and Customer as the other party in connection with performing the Contract abide by the rule of law of the Czech Republic.

4. Settlement of disputes. All disputes arising on the basis of the Contract or in connection with it will be finally decided in legal proceedings by ordinary courts of the Czech Republic.

5. Language version.The binding language version of these Conditions is the language version which was provided to the Customer. If there are more versions, the English language version is binding and if the English version is not available, the Czech version is binding.

6. Severability clause. If any provision of these Conditions is, or becomes to be in the future, invalid or unenforceable as a whole or in part, it will be entirely severable from other provisions of these Conditions, and such invalidity or unenforceability will not affect the validity and enforceability of any other provisions of these Conditions. In this case the Provider will replace such invalid or unenforceable provision with another provision which will correspond to the contents of the original provision as much as possible.

7. Effective date. This version of the Conditions comes into effect on September 17, 2020.

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