Terms of cooperation with MIBCON a.s.

General Terms and Conditions

1. Introductory provisions

These Terms of Cooperation with MIBCON a.s. are issued in accordance with the provisions of Section 1751 of the Civil Code (Act No. 89/2012 Coll., as amended; hereinafter referred to as “Civil Code“) and regulate certain rights and obligations of Mibcon and the Partner under the contractual relationship established between them (hereinafter referred to as “Terms and Conditions“).

The current version of the Terms and Conditions is always publicly available on the website www.mibcon.cz/vop.

The Partner expresses its consent to the Terms and Conditions at the moment when the contractual relationship between Mibcon and the Partner is validly established.

These Terms and Conditions govern the contractual relationship between Mibcon and the Partner in the areas covered herein; otherwise, the terms and conditions agreed upon at the inception of the contractual relationship shall apply.

2. Parties to the contract

Mibcon means MIBCON a.s., a joint stock company, ID No.: 278 92 743, with registered office at Pod kopcem 31/3, 147 00 Prague 4, registered in the Commercial Register kept by the Municipal Court in Prague, Section B, Insert No. 11831.

Partner means an entrepreneurial natural or legal person between whom and Mibcon a contractual relationship has been established for the purpose of conducting business activities under the agreed terms and conditions and subject to the application of these Terms and Conditions.

3. Contractual relationship

The contractual relationship between Mibcon and the Partner is usually established by a written contract in which both parties have agreed on the framework and/or specific terms of business cooperation. It is also permissible to establish the contractual relationship between the parties by the written acceptance of an order from Mibcon delivered to the Partner, containing the essential elements of the relevant contractual type.

(contract or accepted order hereinafter referred to as “Contract“)

The written form of a legal act of a contracting party shall also be preserved in the case of an act made by electronic means enabling the capture of its content and the identification of the person acting.

4. Collision rules

These Terms and Conditions shall apply without limitation to any contractual relationship between Mibcon and the Partner established by the Contract, unless expressly excluded by the Contract. The foregoing shall apply to any contractual relationship established after the date these Terms and Conditions first become effective.

Any deviating provisions in the Contract shall prevail over the wording of the Terms.

Following the conclusion of the Contract, the binding provisions of the Terms and Conditions shall supersede any prior agreements of the parties, made in any form, to the extent of the areas covered by the Terms and Conditions.

5. Obligation of confidentiality

5.1 The following are subject to classification (i) any information received by either Party from the other Party in connection with the performance of the subject matter of the Contract, in whatever form, (ii) the trade secrets of each Party; and (iii) the existence and contents of the Contract (hereinafter referred to as “Confidential Information“), except that such information is or becomes (other than as a direct or indirect result of any breach of the Contract) publicly available and may be obtained by anyone without the need to make any significant effort.

5.2 Each Party shall keep Confidential Information confidential and shall ensure that Confidential Information is protected with the due care of a prudent businessman and, beyond that, with the same care and security measures as a Party applies to protect its own trade secrets. Each Party shall use Confidential Information only in connection with the performance of the subject matter of the relevant Contract and shall not disclose or make available Confidential Information to any third party without the prior express written consent of the other Party.

5.3 Each Party shall be obliged to ensure that its obligations under this confidentiality obligation are delegated to the same extent to its employees or third parties in a legal relationship to the Party, entrusted with the performance of the subject matter of the respective Contract or any activity related thereto, or, as the case may be, to the Party’s employees. having access to confidential information. The other Party shall be directly liable to the injured Party for breach of the delegated obligations under the preceding sentence and the injured Party shall be entitled to assert its claims directly against the other Party.

5.4 Each Party shall be entitled to disclose Confidential Information to the extent necessary to:

(a) any final and enforceable court order; and/or

(b) generally binding legal regulations.

5.5 In the event that a Party is obliged to disclose Confidential Information in accordance with this Article, such Party undertakes (to the extent permissible under generally applicable law) to inform the other Party in advance of all the circumstances and scope of the information to be disclosed and to discuss with the other Party possible steps to prevent or limit the scope of such disclosure.

5.6 In each individual case of a breach of the confidentiality obligation by one of the contracting parties, the injured contracting party is entitled to a contractual penalty of CZK 100,000.

5.7 The obligation of confidentiality shall apply in relation to both Parties in connection with and for the duration of each Contract entered into, surviving each such duration by two (2) years.

6. Non-Competition and Non-Solicitation Commitment

6.1 Each of the Parties submits to the prohibition:

a) contact the other Party’s customers in any manner without the prior written consent of the other Party for the purpose of performing the subject matter of the Contract or any part thereof;

(b) contact employees in the employment of the other Party or persons in a similar contractual relationship with the other Party, by any means, for the purpose of recruiting them for employment.

6.2 In each individual case of a breach of the non-competition and non-solicitation obligation by one of the contracting parties, the aggrieved contracting party shall be entitled to a contractual penalty of CZK 100,000.

6.3 The covenant not to compete and the non-solicitation covenant shall apply in relation to both Parties in connection with and for the duration of each Contract entered into, surviving each such duration by one (1) year.

7. Intellectual property protection

7.1 In connection with the performance of the subject of the Agreement by the Partner, a work may be created which is eligible for protection under the Copyright Act (Act No. 121/2000 Coll., as amended; hereinafter referred to as the “Copyright Act”), in particular a computer program, database, analysis, system design, target concept, etc. (hereinafter referred to as “copyright work”).

7.2 The Partner warrants to Mibcon that the copyright work shall be an employee work within the meaning of the Copyright Act.

7.3 Depending on the legal status of the Partner (natural or legal person), the following arrangement of rights and obligations in relation to the copyright work applies:

7.3.1 Mibcon shall exercise in its own name and on its own account all copyright ownership rights in the copyright works that the Partner has transferred to Mibcon to fulfil its obligations under the Agreement; these rights shall be exercised by Mibcon by operation of law, i.e. within the meaning of § 58 para. 7 of the Copyright Act.

7.3.2 The Partner grants Mibcon its express, unconditional and irrevocable consent in relation to any copyright work under the preceding paragraph to publish, modify, process, including translation, combine with another work, incorporate into a collective work, complete an unfinished work, as well as for Mibcon to make the copyright work public under its own name, and to Mibcon to assign the rights under the preceding paragraph to any third party.

7.3.3 In the event that it is not possible for Mibcon to exercise the rights to the copyright works pursuant to clause 7.3.1 directly, the Partner shall, at the request of Mibcon, immediately take all legal actions necessary to assign the right to exercise the copyright in the copyright work in accordance with § 58 para. 1 of the Copyright Act to Mibcon or a third party designated by Mibcon, to the maximum extent available to the Partner, respectively. It is obliged to dispose of within the meaning of this paragraph, and which is permissible under applicable law, unconditionally and irrevocably, free of charge, with the prior agreement and cooperation of the authors of the copyright work in question.

7.3.4 For this purpose, the Partner is obliged to obtain written consent from all authors involved in the creation of the copyright work (other than the Partner) to interfere with the authors’ personality rights relating to the copyright work, at least to the extent permissible under applicable law, including the interferences listed below:

(a) change, process and adapt the copyright work, including the creation of updates, new versions or derivative versions in accordance with future technological developments in the field of mobile telecommunications and computer systems or in the relevant market;

b) to combine an author’s work with another author’s work, to include an author’s work in a collective work;

c) to make the author’s work public under the name of Mibcon.

7.4 The Partner’s remuneration agreed in or in connection with the Contract, within the framework of which one or more copyright works have been created by the Partner, shall in principle take into account the Partner’s remuneration for the creation of the copyright works as well as for the provision of the exercise of the copyright property rights to such works by Mibcon or a third party designated by Mibcon. The right to additional remuneration of the Partner, if applicable. authors other than the Partner, within the meaning of Section 58 para. 6 of the Copyright Act is excluded.

7.5 The Partner is obliged to inform Mibcon in advance of the scope of persons involved in the performance of the subject of the Agreement. The Partner shall ensure that the persons involved in the performance of the subject matter of the Contract cooperate to the extent necessary to fulfil the Partner’s own obligations under the Contract. If it turns out that the copyright work is encumbered by a third party right, i.e. The Partner shall be liable for any resulting damage and shall be obliged to settle the claims of third parties at its own expense.

7.6 The Partner shall continue to provide Mibcon with assistance in all acts necessary to establish, maintain and protect Mibcon’s rights arising from the exercise of the Intellectual Property Rights after the termination of the contractual relationship established by the Agreement.

7.7 In any case of breach of clause 7.2, 7.3.3 or 7.3.4 by the Partner, Mibcon shall be entitled to a contractual penalty of CZK 500,000.

8. Liability for damages

8.1 The Partner is obliged to make every effort to prevent damage and to minimize damage that has already occurred. To this end, the Partner shall exercise all due diligence and expertise with which it enters into the contractual relationship with Mibcon.

8.2 The Partner is obliged to compensate Mibcon for damages caused by the Partner’s breach of its obligations under applicable law and/or the Agreement and/or the Terms and Conditions in the full amount of material and non-material damage caused to Mibcon.

8.3 If the Partner uses a third party (e.g. an agent, employee, assistant) to perform the subject of the Agreement, the Partner shall compensate for the damage caused by the third party in the same way as if it had been caused by the Partner.

8.4 The Partner may only be released from the obligation to indemnify if he proves that he was prevented from fulfilling his obligation under the preceding paragraph by an extraordinary, unforeseeable and insurmountable obstacle which arose independently of his will and could not have been avoided even with the exercise of all professional care.

8.5 Damages caused to Mibcon shall be compensated in money. Actual damage and loss of profit shall be covered.

8.6 Mibcon’s claim for damages shall not be affected by the payment of the contractual penalty by the Partner, and the contractual penalty paid shall not be offset against the amount of damages.

9. Changes to the Terms and Conditions

9.1 Mibcon reserves the right to amend the Terms at any time to the extent permitted by clauses 5, 6, 7 and 8 of these Terms.

9.2 Mibcon shall notify the Partner of the change to the Terms and Conditions at least 7 days before the change takes effect by sending a notice to the Partner’s contact email address.

9.3 The Partner is entitled to refuse to change the Terms and Conditions by giving written notice to Mibcon and terminating the Agreement in respect of which it refuses to be bound by the change in the Terms and Conditions on 10 days’ notice, commencing on the day following the date of delivery of the notice to Mibcon.

10. Final provisions

10.1 The contract between Mibcon and the Partner is governed by the laws of the Czech Republic, in particular the Civil Code.

10.2 These Terms and Conditions are drawn up in the Czech and informative English language versions, with the Czech version being decisive.

10.3 These Terms and Conditions shall come into force on 1. 7. 2017 and effective on 1. 7. 2017.

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Prepared by MH LEGAL – www.euoffice.cz