General Terms and Conditions

Introductory provisions

These GTC of Sense4code s.r.o., IČ: 04492412, DIČ: CZ04492412, with registered office at Rybná 716/24, Staré Město, Prague 1, Postal Code: 110 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 248576 (hereinafter referred to as the "Provider") regulates the terms and conditions under which the Provider, which is the exclusive owner and holder of rights to several software products, including the Scormium product (Studio, Academy, LMS) (hereinafter referred to as the "Product" or "Software"), provides (implements) the Product to its customers (each of them hereinafter referred to as the "Customer") and also provides them with related services, such as ensuring the proper operation and possible further development of the Software.

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These GTC are an integral part of the Contract for the provision of Software for a Fee and service and maintenance services concluded between the Provider and the Customer (hereinafter referred to as the "Contract") and contain a detailed regulation of the mutual rights and obligations between the Provider and the Customer. Different provisions in the Contract shall prevail over these GTC.

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Unless otherwise specified in these GTC, capitalized terms used in the Contract and not otherwise defined in these GTC shall have the same meaning and shall be construed in the same manner as the same terms in the Contract.

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Matters not expressly covered by the Contract and these GTC are governed by the law of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code (hereinafter referred to as the"CC").

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The current full version of these GTC is always available for download at this link: www.scormium.com/VOP. The Customer's General Terms and Conditions shall only apply if this has been expressly agreed in writing in the Contract.

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Article 1 Definitions and interpretation of terms

1.1.

Unless otherwise specified in these GTC, the following terms shall have the meanings defined in this Article 1.1, except that they are always capitalized in the text of the GTC:

a) "Acceptance Criteria" has the meaning given in Article 10.3;

(b) "Acceptance Protocol" has the meaning set out in Article 10.1;

c) "Acceptance Procedure" means the approval and acceptance of the Product under the Contract, or the deliverables of the provision of the Services on the Order by the Customer in accordance with the procedure set out in Article 10;

(d) "Price" means the Price for the Flat Rate Services and the Price for the Bespoke Services;

(e) "Price of Services on Order" shall have the meaning set out in Article 2.2 of the Contract;

(f) "Flat RateService Fee" has the meaning set forth in Article 6.4;

g) "Incident Reporting Time" means the time and date when the Incident was reported to the Provider in the manner set forth in the GTC;

(h) "Man-hour" means sixty (60) minutes, even if not consecutive, of purposeful work actually performed by one (1) person in the performance of the Contract or Order;

(i) "Incident Resolution Time" means the time from the end of the Response Time to the deployment of the Solution;

j) " Availability" means the state of the Software during which the Software is, or would be if the Customer provided proper and timely cooperation under the terms of the Agreement and these GTC, capable of proper operation in whole or in substantial part, and the Software is deemed to be available, if it is available to at least one user and at the same time it is not proven that the unavailability to a particular user or group of users is caused by a Software error or other technical problem caused by the Provider or its activities performed in the technical solution of the Software or failure to meet the level of quality of the Flat Rate Services agreed in the Contract;

k) "VAT" means value added tax within the meaning of the VAT Act;

l) "Invoice" has the meaning set out in Article 6.3;

m) "Implementation Fee" has the meaning set forth in Article 1.1 of the Agreement;

n) "Incident" means an unplanned interruption in the operation of the Software, a limitation in the quality of the operation of the Software, or other demonstrable non-functionality of the Software. An Incident is manifested in particular by a failure to meet the functionality and functionality specified in the documentation provided or otherwise made available to the Customer by the Provider upon delivery of the Software and its parts, including subsequently updated versions. Furthermore, Incident means an Outage. The categorisation of Incidents is set out later in these GTC;

(o) "Insolvency Act" means Act No. 182/2006 Coll., on Bankruptcy and Methods of its Resolution (Insolvency Act), as amended;

(p) "Courses" shall have the meaning set forth in the preamble to the Treaty under subparagraph B.;

q) "License" has the meaning set forth in Article 2.1;

(r) "Monthly Statement" means a document containing a summary record of Services provided in arrears for each individual calendar month in which Services were provided, the contents of which are set out in Article 9;

s) "Regulation" means Regulation (EU) 2016/679 of the European Parliament and of the Council 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);

(t) "Civil Code" means Act No. 89/2012 Coll., the Civil Code, as amended;

u) "Order" has the meaning set out in Article 5.1;

v) "Personal Data" means personal data within the meaning of the Regulation, including special categories of personal data within the meaning of Article 9 of the Regulation and relating to judgments within the meaning of Article 10 of the Regulation;

(w) "CJC" means Act No. 99/1963 Coll., the Code of Civil Procedure, as amended;

(x) "Notice" has the meaning set forth in Article 23.1;

y) "Flat Rate Services" means support for the operation of the Software and its servicing in accordance with the Agreement and these GTC and on the terms and conditions set forth therein; the Flat Rate Services are specified in Section 3.1 and the terms and conditions for the provision of the Flat Rate Services are also set forth in the Agreement and these GTC;

(z) "Sublicense" has the meaning set forth in Section 2.1;

aa) "Provider" means the company Sense4code s.r.o., ID No.: 04492412, VAT No.: CZ04492412, with registered office at Rybná 716/24, Staré Město, Prague 1, Postal Code: 110 00, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 248576;

(bb) "Product" shall have the meaning set out in the preamble to the Treaty under subparagraph A.;

(cc) "Commission" has the meaning set out in Article 2.1 of the Agreement;

dd) "Response" means a response to a report of an Incident or other request by the Customer;

ee) "Response Time" means the time from the Time of reporting an Incident or Request until the Response is sent to the Customer;

(ff) "Solution" means bringing the Software to a working condition that allows it to be properly used in its entirety over a long period of time;

(gg) 'ServiceDesk' means a service having the features and/or functions set out in Article 8;

hh) "Service Window" has the meaning set forth in Article 13.3;

ii) "Services" means the Flat Rate Services and the On Demand Services;

jj) "Custom Services" means services similar to the Flat Rate Services but provided in addition to the Flat Rate Services and provided pursuant to individual written Orders, changes and modifications to the existing functionality of the Software or any other changes and modifications to the Software beyond the Flat Rate Services in accordance with this Agreement and individual written Orders;

kk) "Contract" means the contract for the provision of Software for a Fee and service and maintenance services concluded between the Provider and the Customer;

ll) "Software" shall have the meaning set forth in the preamble to the Treaty under subparagraph A.;

mm) "Party" means the Provider or the Customer;

nn) "Parties" means the Provider and the Customer;

oo) "User" shall have the meaning set forth in the preamble to the Agreement under subparagraph B.;

(pp) "Purpose of the outage" has the meaning set forth in Article 13.3;

qq) "GTC" means these General Terms and Conditions of the Contract, which form an integral part thereof;

rr) "Baseline documents" has the meaning set out in Article 2.2;

ss) "Outage" means an unscheduled interruption of the operation of the Software or any substantial part thereof during which the Software as a whole or in substantial part is unavailable to the User. For the purposes of the Contract, an Outage shall not be deemed to be an Outage caused solely and exclusively by the Customer or by third parties whose cooperation or the faultless provision of services the Customer is obliged to ensure; and

tt) "VAT Act" means Act No. 235/2004 Coll., on Value Added Tax, as amended.

1.2 The following rules shall apply to the interpretation of the Agreement and these GTC:

a) References to "Articles" and "Annexes" shall be construed as references to the relevant Articles and Annexes of the Treaty or the GTC (as the context may require).

b) Terms defined in the Agreement and the GTC in the plural shall have the same meaning in the singular and vice versa.

c) If an abbreviation or term capitalized is not a defined term within the meaning of Article 1.1 of these GTC, then such abbreviation or term shall have the meaning set forth elsewhere in the Agreement or GTC, and if not set forth elsewhere in the Agreement or GTC, then the meaning usually ascribed to it in the field of information and communication technologies, unless the circumstances indicate otherwise.

(d) References to 'days' are to calendar days.

(e) References to "working days" shall mean references to any day other than Saturday and Sunday and a day which is a day of rest in the Czech Republic within the meaning of Section 3 of Act No. 245/2000 Coll., on public holidays, other holidays, significant days and days of rest, as amended.

f) The Annexes to the Contract form an integral part of the Contract and references to the Contract include reference to those Annexes.

(g) Capitalized terms used in individual Annexes shall have the same meaning as in the body of the Contract, unless otherwise expressly stated in a particular Annex.

h) In the event of a conflict between the body of the Contract and its Annexes, the body of the Contract shall prevail.

(i) Unless otherwise expressly provided, references to any enactment shall be to the current and effective version of such enactment, or, where applicable, of any successor enactment, and to other subordinate legislation implementing the enactment.

(j) References to a Party or Parties shall include each and any successor to the Parties.

k) The division of the Contract and the GTC into individual articles and paragraphs, as well as their headings, are intended only for better orientation in the text and do not affect the content or interpretation of the Contract or the GTC.

l) The term "damage" always means damage to property (loss) within the meaning of Section 2894(1) of the Civil Code and also always includes non-pecuniary damage within the meaning of Section 2894(2) of the Civil Code. This provision expressly stipulates the obligation of the Parties to compensate for non-pecuniary damage in cases of breach of obligations under this Agreement.

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Article 2 Other Conditions of Performance under the Contract

2.1 The Provider grants the Customer a non-exclusive right (license) to use the Product in all ways known at the date of signing the Agreement (hereinafter referred to as the "License"). This non-exclusive License is granted without territorial limitation, for the entire term until the copyright protection of the Product or the duration of the Agreement, whichever is earlier. The Customer may grant the rights forming part of the Licence, in whole or in part, to a third party ("Sub-Licence") only with the prior written consent of the Provider. The granting of a License does not obligate the Customer to use the License.

2.2 The Client undertakes to hand over to the Provider all relevant documents necessary for the performance of the subject of the Contract (hereinafter referred to as "Initial Documents") and to enable the Provider to carry out the necessary work. If either Party discovers an error or defect of a technical nature in any document or the Initial Documents submitted by the Client to the Provider, it shall notify the other Party of such error or defect without undue delay, but not later than within five (5) working days.

2.3 The Lump Sum Services shall be provided from the time of implementation and commissioning of the Product in accordance with the Contract. The Lump Sum Services shall be provided for the duration of the Contract.

2.4 The Provider shall provide the Services primarily by remote access in the performance of the Contract. If it is necessary to provide the Services at the Customer's premises, the Customer undertakes to allow the Provider access to such premises for the necessary period of time.

2.5 The Software will be operated on the Provider's servers located in the European Union.

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Article 3 Flat-rate services

3.1 Flat-rate services consist mainly of the following activities:

a) Providing support for the operation (functionality) of the Software;

b) User support and expert advice on the Software via the ServiceDesk or via e-mail;

c) localization and elimination of Incidents in the form of Solutions;

d) meeting the Accessibility parameters.

3.2.The Provider is obliged to ensure, within the framework of the provision of Lump Sum Services within the meaning of Article 3.1.c) above, i.e. within the framework of localization and removal of Incidents, to comply with the Response Time and to deliver the Solution within the agreed Incident Resolution Time under the conditions specified in Annex 2 to the Agreement. If the Software is defective, the Provider is obliged to remove it within the warranty period free of charge. In the case of Incidents not having the character of a defect or having the character of a defect but claimed outside the Warranty Period, the adjustment of the Services to order, in particular the adjustment of the determination of the Price of the Services to order according to Article 4.2 of these GTC shall apply accordingly.

3.3 The Parties agree that the Lump Sum Services will be provided by the Provider in the scope and quality according to the agreed criteria in Annex 2 of the Contract and these GTC.

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Article 4 Obligations of the Provider when providing Flat Rate Services

4.1 The Provider undertakes to:

a) provide the Services with professional care in accordance with the terms and conditions agreed in the Contract;

b) to act when providing the Services so that, to the best of the Provider's knowledge, the Software or the Customer's IT environment is not infected with a virus or other malicious code (malware, cryptoware, etc.) causing a breach of the security of the Software;

c) immediately notify the Customer in writing of any obstacles that prevent the provision of the Services;

d) notify the Client of any inappropriateness of the Client's instructions that the Provider has detected;

e) to discuss the progress of the work with the Customer in writing or via the Service Desk, if necessary, and to notify the Customer at all times of the required cooperation;

f) provide the Services in such a way that the operation on the Customer's premises is not restricted to an unnecessary extent;

g) inform the Customer, at the Customer's written request, of the progress of the provision of the Services; and

h) become familiar with the Customer's safety rules and comply with them, including any changes thereto.

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Article 5 Services on request

5.1 The Provider shall provide the Services to the Customer on an Order basis, but always only on the basis of a partial written order from the Customer and/or a partial written quotation from the Provider agreed by both Parties (the "Order"). Each Order shall be governed by the Contract, but the provisions of the Order shall prevail over any contrary provisions of the Contract. The Customer shall not be obliged to order any Services on a bespoke basis.

5.2.Negotiation of Orders shall generally take place in such a way that the Customer sends the Provider a request for performance of Services on order, the Provider sends the Customer an offer for performance of Services on order with the Price for Services on order calculated according to the rate specified in Article 2.2 of the Agreement within five (5) working days, unless the Parties agree otherwise. The validity of the offer shall be thirty (30) days. If the Customer accepts the offer, the Order shall be concluded.

5.3 In the event that the Acceptance Criteria have not been specified in the Order, or subsequently agreed by the Parties, the Parties agree that the Acceptance Criteria shall be the conditions and criteria that the Bespoke Service must normally meet in order for such Bespoke Service or any output of such Bespoke Service to serve its purpose as specified in or otherwise arising from the Order.

5.4.The Provider is obliged to provide Lump Sum Services under the Agreement also to the outputs of the provision of Services on order from the date of their acceptance.

5.5 The Provider is obliged to record the provision of the Services on order and the status of performance of individual Orders retrospectively for each month of provision in the Monthly Statement.

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Article 6 Commission, Price and other payment terms

6.1 The commission does not include value added tax within the meaning of the VAT Act. The VAT regime will be applied in accordance with the law referred to in the previous sentence. The consideration for the provision of the Licence is already included in the Fee.

6.2 If the provision of services by the Provider is required in making the Product available/implementing the Product to a third party in connection with the Sublicense, in particular any custom modifications or integration of the Product with the systems of such third party, the fee for such services shall be agreed between the Provider and the Customer or such third party on an individual basis depending on the type and scope of the additional services provided.

6.3.The Commission will be paid on the basis of a tax document - an invoice issued by the Provider, which must contain a reference to the Agreement and other details provided for by generally binding regulations (hereinafter referred to as the "Invoice").The invoice for the Commission will be issued within fifteen (15) days of the calendar month following the calendar month in which the Product was made available to at least one User.

6.4 Lump sum services are provided free of charge (hereinafter referred to as the "Lump Sum Service Price").

6.5 The Provider declares that the Commission and the Price cover all its costs associated with the performance of the Contract.

6.6 The Price will be paid on the basis of an Invoice, which must contain a reference to this Agreement or the relevant Order. The Provider shall issue an Invoice for the Price and deliver it to the Customer within fifteen (15) days of the date on which the Provider has become entitled to payment of the Price or the relevant part thereof.

6.7 The invoice for the Fee and/or Price will be sent by the Provider to the Customer by e-mail with a due date of fourteen (14) days from the date of delivery of the invoice to the Customer as a single pdf file. The Invoice so emailed need not be sent in paper form. The Commission is payable by wire transfer to the Provider's account specified in the Invoice. Payment of the Commission shall be made in Czech crowns (CZK) unless the Parties agree otherwise in writing.

Article 7 Certain rights and obligations of the Provider and the Customer

7.1 The Provider is obliged to notify the Customer at least five (5) days in advance of the planned unavailability of the Product (e.g. to install updates, etc.).

7.2 If required for the purposes of this Contract, the Client shall provide the Provider with all information and documents necessary to check the performance of the subject of this Contract.

7.3.The Customer is aware that by using the Product, it will gain access to it, and that the Product is protected in accordance with the administrative regulations concerning copyright and other intellectual property rights, i.e. in particular as a copyright work of the Provider, it is protected by the Copyright Act, and its exclusive owner and holder of copyright and other related rights is the Provider. By making the Product available, the Customer shall not be entitled to use the Product to an extent exceeding the authorisation under the Agreement and the Customer undertakes to act accordingly; in the event of a breach of the preceding part of this sentence despite prior written notice from the Provider, the Provider shall be entitled, among other things, in particular to suspend or interrupt as well as otherwise prevent the making available of the Product and/or parts thereof without any resulting claims of the Customer. In particular, the Customer may not allow a third party to use the Product and/or part thereof other than on the basis of the Agreement, exclusively in the manner and to the extent foreseen. Any interference with the technical and/or factual content of the Product is also prohibited, unless the Parties agree otherwise in writing.

7.4 Any improvements to the Product created or obtained as a result of the performance of the Contract belong to the Provider.

7.5 The Provider acknowledges that the Customer has all property rights in the Courses and undertakes to act in accordance with this fact. In the event that copyright works within the meaning of the Copyright Act arise in the context of the creation of Courses in the Product, all copyright in the Courses shall belong to the Customer. The Provider's procedure in accordance with Article 7.3 of these GTC is not affected.

7.6 The Customer shall identify the Provider as the owner/author of the Product when providing information about the Product and shall ensure that the person who will perform activities in connection with the Product is adequately trained in the necessary knowledge of the Product. The Customer shall carry out activities in connection with the Product with professional care, in good faith and in accordance with good practice so as not to bring the Product or the Provider into disrepute.

7.7 The Parties undertake not to approach an employee of the other Party for the purpose of offering any cooperation and not to enter into an employment or similar business relationship with such employee of the other Party in the course of cooperation under the Agreement. This obligation of the Parties shall terminate upon the expiration of one (1) year after the termination of the Contract.

7.8 The Provider shall be entitled to reasonably inform about the cooperation with the Customer, including the use of the Customer's logo for these purposes, in its advertising materials and communications during the term of the Agreement.

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Article 8 ServiceDesk

8.1 From the date of commencement of the provision of the Flat Rate Services and throughout the term of the Agreement, the Provider undertakes to maintain the Service Desk in operation, which consists in receiving and registering Incidents, Responses and Orders, confirming their receipt, forwarding individual tasks, monitoring the status and progress of Incidents and Orders and informing the Customer about the status of the Solution (hereinafter referred to as "ServiceDesk").

8.2 The Provider shall use its infrastructure to provide the Service Desk services.

8.3 The Service Desk is available via direct access to the Service Desk on the website: https://scormium.atlassian.net/servicedesk/customer/portals. The Service Desk contact email is: support@scormium.com.

8.4 The Provider is obliged to ensure the availability of Service Desk services only on working days from 9:30 a.m. to 5:00 p.m.

8.5 The Parties agree that the Provider is entitled to interrupt the operation of the Service Desk or its essential parts for the necessary maintenance period, up to one (1) working day, if such interruption of operation is notified to the Customer in writing (e.g. by e-mail) at least two (2) working days before the planned day of interruption of operation.

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Article 9 Monthly statement

9.1 The Provider undertakes to keep a record of all reported Incidents and the manner of their resolution, or a record of Incidents that have not yet been resolved, including time data on the reporting and resolution of individual Incidents in the Monthly Report for the duration of the provision of Flat Rate Services and Services on demand. The Provider shall always deliver the Monthly Statement for a calendar month to the Customer within twenty (20) days after the end of the calendar month of provision of the Flat Rate Services. If any doubts arise on the part of the Customer as to the accuracy of the information provided in the Monthly Statement, the Customer shall be entitled to:

a) require the Provider to hold a personal meeting at the Provider's registered office, which the Provider is obliged to attend at a mutually agreed time; and

b) require the Provider to complete the Monthly Statement, to explain individual items listed in the Monthly Statement, or to correct deficiencies in the Monthly Statement, even repeatedly, as long as the Monthly Statement contains defects or deficiencies.

9.2 The Monthly Statement shall be sent to the electronic address as per the contact details of the Parties set out in Article 19 in a searchable and non-editable electronic format.

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Article 10 Acceptance procedure

10.1 The handover and acceptance of the Product under the Agreement and any deliverables of the performance of the Ordered Services and documents related to the provided Ordered Services (except for Monthly Reports and Invoices) shall take place on the basis of the Acceptance Procedure set out in this Article. 10a Acceptance shall be confirmed by the Customer by signing an acceptance protocol prepared by the Provider in the case of proper provision of the Product under the Contract and the deliverables of the Services under the Contract, whereby the acceptance protocol shall contain the specification of the Product under the Contract and the Services under the Contract, the Acceptance Criteria, if agreed, information on the progress of the tests, if any, and the designation of the Order ("Acceptance Protocol").

10.2 The Acceptance Procedure involves a comparison of the actual characteristics of the Product under the Contract and the output of the Bespoke Services with the specification of the Bespoke Services and the Acceptance Criteria. Except as otherwise provided in this Article 10, the Contract Product and the output of the relevant Ordered Services shall be eligible for acceptance by the Customer if it conforms to the specifications under the Contract or the relevant Order and is fit for purpose.

10.3 The specific criteria for the outputs of the Service Order, including test scenarios, if agreed, shall be agreed in the relevant Order ("Acceptance Criteria"). In the event that Acceptance Criteria have not been set out, the Parties agree that the Acceptance Criteria shall be any conditions and criteria that the outputs of the provision of Services must meet by default in order for the outputs of such Services to serve their purpose, and the Product Specifications as set out in Schedule 1 to the Agreement.

10.4.The Customer shall be obliged no later than within five (5) working days from the date of the Acceptance Procedure or from the date on which the Product under the Contract, respectively. the earlier of such days, unless the Parties agree otherwise, to sign an Acceptance Report to the Provider confirming the performance of the Acceptance Procedure and to approve the Product under the Contract or the output of the Services under the Contract, or to notify the Provider of any defects preventing their acceptance in accordance with this Contract:

a) If the Acceptance Criteria are met or if the Product according to the Contract or the output of the Service on order is eligible for acceptance, the Customer is obliged to mark the statement "Accepted" on the Acceptance Report;

b) In the event of failure to meet the Acceptance Criteria, if agreed, where these are insignificant defects of the Product under the Contract, or the output of the Service on order not preventing the proper use of the Product under the Contract, or the output of the Service on order, the Customer is entitled to mark on the Acceptance Protocol the statement "accepted with reservation" and specify the identified insignificant defects;

c) In other cases, the Customer is entitled to indicate on the Acceptance Report the statement "not accepted" and to indicate all Acceptance Criteria that it considers not fulfilled, stating the reasons for their non-fulfilment.

10.5 In the event that an Acceptance Report is issued with the statement "Accepted with reservation" or "Not Accepted" in accordance with this Agreement, the Provider shall remedy the defects specified in the Acceptance Report within a reasonable time corresponding to the defects specified by the Client in the relevant Acceptance Report. Until the defects preventing acceptance have been removed, the Product under the Contract or the output of the Services under the Order shall be deemed not to have been accepted. After the defects specified in the Acceptance Report have been removed, the Provider shall hand over the Product under the Contract or the output of the Services to order to the Customer again (if the output has not been accepted by the Customer before) and the Customer shall proceed similarly according to the previous articles.

10.6. by signing the Acceptance Report with the statement "Accepted" or the date of elimination of the identified defects in case of marking "Accepted with reservation" or "Not Accepted" on the Acceptance Report and confirmation of elimination of such identified defects by the Provider in a new Acceptance Report or the date when the Customer refuses to sign the Acceptance Report, although the Product has been under the Contract, respectively. The Acceptance Procedure is completed (performed) and the respective output is accepted by the Customer, thereby fulfilling the Provider's obligation to perform the Product under the Contract or the respective output of the Service to order. The Provider's right to issue an Invoice shall commence at the time pursuant to this Article 10.6.

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Article 11 Incident Reporting and Resolution

11.1 Reporting of the Incident to the Provider shall be done by directly entering the Incident into the Service Desk or by sending an e-mail to the Service Desk contact e-mail, whereby the Customer is obliged to provide a description of the Incident, at least to the following extent, otherwise it shall be deemed that the Incident has not been reported:

(a) a short and generally concise title of the Incident;

b) identification of the part of the Software involved in the Incident; and

c) description of the Incident and the accompanying phenomena.

11.2 If the Incident is reported by entering the Incident into the Service Desk, then the Incident Reporting Time shall be deemed to be the time the Ticket was created in the Service Desk. If the Incident is reported by email address, then the Incident Reporting Time is the time the email is delivered to the Provider's email server. The Provider shall be obliged to acknowledge the receipt of the Incident report in a demonstrable manner, always via the Service Desk or via an e-mail message and to comply with the agreed Response Time according to Annex 2 of the Agreement. Should the Incident Reporting Time in accordance with this Article 11.2 be based on a time outside the guaranteed availability of the Service Desk within the meaning of Article 8.4, the Incident Reporting Time shall be deemed to be the immediately upcoming time period of guaranteed availability of the Service Desk (i.e. the following Business Day at 9:30 a.m.).

11.3 The process of addressing and resolving an Incident typically involves testing the Solution design before deploying it and deploying the Solution. If the Solution design has defects, the Customer is entitled to return it to the Provider for refinement/correction. Successful testing and delivery of the Solution will be confirmed by the Customer via the Service Desk, resulting in final delivery of the Solution. If the Solution design is delivered to the Customer during the Incident Resolution Period and the Customer fails to return the Solution design to the Provider by the end of the next business day after the Solution design is delivered due to defects, the Customer agrees to deploy the Solution.

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Article 12 Availability of Software

12.1 Calculating Software Availability:

a) The following formula is used to calculate Availability:

Software availability in % = [(Td - Tn) / Td] * 100

b) Td - means the period of time in a given calendar month that the Software should have been available according to the Software Availability (as set out in the table above) after deducting periods that are not considered unavailable Software under this clause 12;

c) Tn - means the period of time in a given calendar month when the Software was unavailable in violation of this Section 12;

(d) The times Td and Tn shall be counted in whole and whole minutes. Availability shall be expressed as a percentage rounded to two decimal places.

12.2 The unavailability of the Software shall not be deemed to be periods of unavailability caused by:

(a) performing planned shutdowns of the Software in accordance with the Contract;

b) an extraordinary unforeseeable and insurmountable obstacle arising independently of the Provider's will;

(d) delay by the Customer or any other reason not demonstrably caused by the Provider; and

e) performing interventions or other activities ordered or required by the Customer under the Agreement, if the Provider has notified the Customer in advance of the unavailability of the Software and the Customer has expressly agreed to this fact.

12.3 The Provider shall restore the Software Availability within the maximum time for restoring the Software Availability in accordance with the Agreement.

12.4 A Party shall inform the other Party of any Outage without undue delay.

12.5 The Provider is obliged to use tools for actual and faithful measurement of Software Availability and to inform the Customer about this tool and the measurement methodology upon request and to provide the Customer with access to this tool in order to verify the results and the measurement methodology by the Customer; at the Customer's justified request, the Provider is obliged to change the measurement methodology or the tool used, if necessary, so that the methodology or the tool used meets the terms of this Agreement.

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Article 13 Scheduled Software Downtime

13.1.The Provider is entitled to carry out planned downtime of the Software only under the conditions set out in this Article, otherwise the duration of such downtime shall be deemed to be the period of unavailability of the Software.

13.2.The Provider is obliged to notify (e.g. by e-mail) the Customer of a planned Software downtime at least two (2) working days in advance to the person according to the contact details specified in Article 22 of the Contract.

13.3.Unless the Parties agree otherwise, the Provider is entitled to perform a scheduled Software downtime only for the purpose of installing new versions of application and system software or performing preventive maintenance of the Software ("Downtime Purpose"), and only during a time interval ("Service Window") every Wednesday between 20:00 and 20:30.

13.4 The Provider is entitled to use only three (3) Service Windows in one (1) month. The Provider shall use the Service Windows only if the relevant maintenance activities or other interventions cannot be performed without limiting the Software Availability. Service Windows not used by the Provider in the respective month shall not be carried over to the next month. The Provider shall not be entitled to any benefit for unused Service Windows.

Article 14 Incident Categorization, Response Time and Incident Resolution Time

14.1 Incidents are categorised as follows:

a) Category A:Incident consisting of unavailability or failure of the Software or any part thereof. This includes, but is not limited to, conditions where users are unable to access the Software, cannot run any substantial part of the Software, or users are unable to log in to the Software with the correct access credentials, or the Software is unresponsive after logging in. This includes, for example, cases where the Customer's users are unable to start and complete courses/tests/quizzes.

(b) Category B:Incident preventing the use of some parts of the Software that are intended to be available to it in accordance with the Specification. However, this Incident does not result in a Software Outage and does not significantly limit the operation of the Software as a whole as it can be feasibly overcome or circumvented, but only at the cost of inconvenience to the Customer. This category includes the inability to access the Software, only for certain users, and all Incidents not falling into Category A. These include, for example, instances of errors updating the course catalog in the Software and its outputs, errors generating certificates for students.

14.2 The Parties agree to the Response Times and Incident Resolution Times set out below, according to each category of Incident:

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Incident Category

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Reaction time

Up to 8 hours (A)

within 24 hours (B)

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Incident resolution time

Up to 12 hours (A)

within 72 hours (B)

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14.3 The time limits set out in the table in clause 14.2 above shall commence from the Time of reporting the Incident to the Service Desk and shall run for the period of guaranteed availability of the Service Desk within the meaning of clause 8.4 of the Agreement, outside of which the time limits in clause 14.2 shall stop and continue to run from the start of the immediately following period. If an Incident is reported to the Service Desk outside of the guaranteed availability of the Service Desk within the meaning of clause 8.4 of the Agreement, the time limits set out in the table in clause 14.2 of these GTC shall commence at the immediately following period of availability of the Service Desk (i.e. 9:30 a.m. on the next Business Day).

14.4 If the Provider violates its obligation to comply with the agreed Response Time for Incident Category A, the Client is entitled to demand from the Provider a contractual penalty of CZK 250,- (in words: two hundred and fifty Czech crowns) for each commenced hour of delay beyond the agreed Response Time.

14.5 If the Provider violates its obligation to comply with the agreed Incident Resolution Time of category A, the Client is entitled to demand from the Provider a contractual penalty of CZK 250,- (in words: two hundred and fifty Czech crowns) for each commenced hour of delay beyond the agreed Incident Resolution Time.

14.6 If the Provider violates its obligation to comply with the agreed Response Time for Incident Category B, the Client is entitled to demand from the Provider a contractual penalty of CZK 150,- (in words: one hundred and fifty Czech crowns) for each commenced hour of delay beyond the agreed Response Time.

14.7 If the Provider violates its obligation to comply with the agreed Incident Resolution Time of category B, the Client is entitled to demand from the Provider a contractual penalty of CZK 150,- (in words: one hundred and fifty Czech crowns) for each commenced hour of delay beyond the agreed Incident Resolution Time.

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Article 15 Liability for damages

15.1 Each of the Parties is obliged to compensate the other Party for the damage caused by its breach of the Contract or the Order, in accordance with generally binding legal regulations and the Contract or the Order. Any damage shall be compensated in money.

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Article 16 Warranty for quality, rights from defective performance

16.1 The Provider warrants to the Customer the quality of the Product and the deliverables of the Custom Services and all parts thereof for a period of two (2) years from the date of performance and acceptance of the Product under the Contract and such deliverables of the Custom Services in accordance with the Contract. The Provider shall be liable for obvious, latent and legal defects in the Product under the Contract or in the output of the Services on order at the time of acceptance by the Customer, as well as for those that occur during the warranty period in accordance with this Article 16.1., and undertakes to remedy the defects claimed within the warranty period pursuant to this Article 16.1. free of charge and within a reasonable period of time appropriate to the nature of the defects; if such period of time cannot be determined, the Provider shall remedy the defects within twenty (20) working days from receipt of the Customer's notification.

16.2.During the warranty period pursuant to Article 16.1, the Customer shall be obliged to report to the Provider the occurrence of a defect in the Product under the Contract or in the output of the Services to order within ten (10) days from the moment the Customer discovered the defect, otherwise its right from the defective performance shall expire. Notification pursuant to the preceding sentence shall be made by the Customer in writing via the Service Desk or by e-mail, specifying the defects complained of and the preferred method of their elimination.

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Article 17 Contractual penalties

17.1 The breaching Party shall pay to the other Party for breach of its obligations under the Contract liquidated damages in the amount set out below:

a) The Client shall pay the Provider a contractual penalty of 0.1% of the total invoice amount for each day of delay in payment of the Commission and/or the Price; and

b) The Party that has breached its obligation under Articles 7.3 to 7.7 of the Agreement shall be obliged to pay to the other Party a contractual penalty of CZK 100,000 for each breach of this obligation.

17.2 Payment of the contractual penalty under these GTC by the breaching Party shall not affect the right of the other Party to compensation for damages to the extent exceeding the contractual penalty paid.

17.3 A contractual penalty applied in accordance with these GTC shall be payable within ten (10) days from the date of delivery of a written demand for payment to the breaching Party.

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Article 18 Force Majeure

18.1 In the event that the Product is not implemented and/or the output of the Service on order is not completed within the time limits agreed in the Contract and/or Order due to force majeure, the time limit shall be automatically extended by the duration of the impediment resulting from the force majeure. For the purposes of the Contract, force majeure means, in particular: (i) war, (ii) riots, (iii) general strike, (iv) expropriation, (v) epidemics (e.g. (vii) epidemic of the coronavirus known as SARS CoV-2 (causing the disease COVID-19, as the virus may also sometimes be referred to in practice) and related emergency measures, (vi) lightning, (viii) acts of terrorism, (viii) flood, (ix) earthquake, (x) action and/or inaction of competent authorities in contravention of applicable law and/or (xi) any circumstances, which are beyond the reasonable control of a Party, which prevent that Party from performing its obligations under the Contract, provided that such circumstance cannot be prevented despite the Party's best efforts and such circumstance could not have been anticipated by the Party when the Contract was signed. Each Party shall notify the other Party of the existence of any relevant Force Majeure Event without undue delay, but no later than three (3) business days after becoming aware of the event, and shall use its best efforts to eliminate or at least mitigate the effects of the Force Majeure Event.

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Article 19 Protection of personal data

19.1 If the data to which a Party gains access in connection with performance under the Contract will be Personal Data, the Party shall take all measures to prevent unauthorised or accidental access to, alteration, destruction or loss of, unauthorised transfer of or other misuse of such Personal Data and to ensure that the Personal Data is handled in accordance with the Regulation and applicable data protection legislation.

19.2 If, in connection with a Party's activities under the Agreement, Personal Data will be systematically processed for the other Party, the Parties undertake (always no later than before the commencement of the processing of Personal Data) to conclude a contract for the processing of Personal Data in accordance with Article 28 of the Regulation. The Parties are obliged to conclude a contract for the processing of Personal Data without undue delay whenever the processing of Personal Data actually takes place and when one Party invites the other Party to do so in writing.

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Article 20 Obligation of confidentiality

20.1 The Parties undertake that any information of a material nature obtained in connection with the Contract and of a technical, financial or other commercial nature shall be subject to a duty of confidentiality and shall not be disclosed to third parties. Furthermore, the Parties shall not use such information for purposes other than those specified in the Contract. The confidentiality clause contained in this Article 20.1 shall not apply to information which, in accordance with legal provisions, has come to the knowledge of the Parties from third parties or which is publicly available, nor to information which is disclosed to persons who are subject to a duty of confidentiality directly by law.

20.2 The Parties shall ensure that their associates, agents, advisors or other persons who have access to such information shall also be subject to the confidentiality obligations set out in this Article 20.

20.3 Either Party shall be entitled to publish any press release or any public announcement, statement or advertisement concerning cooperation under the Agreement only with the prior written consent of the other Party, unless the Agreement (GTC) expressly provides otherwise in a particular case.

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Article 21 Duration of the Contract

21.1 The Contract is concluded for an indefinite period of time and shall come into force and effect on the date of signature by the last Party.

21.2 The provisions of the Contract shall also apply to the legal representatives of the Parties.

21.3 The contractual relationship established by the Contract shall terminate by written agreement of the Parties, by termination or withdrawal from the Contract, only in the cases specified in the Contract (GTC).

21.4 Either Party shall be entitled to terminate the Agreement without giving any reason upon six (6) months' notice. The period of notice shall commence on the first day of the calendar month following the month in which written notice of termination by one Party is delivered to the other Party.

21.5 The Customer is entitled to withdraw from the Contract only if:

a) the Provider is in default in making the Product available to the Customer and/or in any remedy for any defect in the Product for more than fifteen (15) days and fails to remedy the defect even within fourteen (14) days of receipt of the Customer's written notice of such default; or

b) the Provider is in default in any part of the Services for more than fifteen (15) days and fails to remedy the default even within fourteen (14) days of receipt of the Customer's written notice of such default; or

c) The court decides on the Provider's bankruptcy, or the court rejects the insolvency petition on the Provider's property due to insufficient assets to cover the costs of the insolvency proceedings, or a decision is made on the mandatory or voluntary dissolution of the Provider (except in the case of company conversions).

21.6 The Provider is entitled to withdraw from the Contract only if:

a) the Customer has failed to pay any amount due for Commission and/or Price in a proper and timely manner and has failed to remedy such failure within thirty (30) days of receipt of a written demand for remedy from the Provider; or

b) the court decides that the Customer is bankrupt, or the court rejects the insolvency petition for the Customer's property due to insufficient assets to cover the costs of the insolvency proceedings, or a decision is made on the mandatory or voluntary dissolution of the Customer (except in the case of company conversions).

21.7 The Provider is not entitled to withdraw from this Agreement in relation to the part of the Services for which it has already been paid by the Customer. Contractual relationships established by Orders shall terminate under the same conditions as the contractual relationship established by the Contract. In the event of termination of the contractual relationship established by the Contract, the duration of the individual uncompleted Orders shall be terminated unless the withdrawing Party or the Party giving notice of termination provides otherwise in its notice of termination or withdrawal. If an individual Order is terminated early, this shall not affect the duration of the Contract.

21.8 Even after termination of the Contract by any of the methods specified in the Contract, the following provisions shall remain valid and effective: Article 15(Liability for Damages), Article 16(Warranty for Quality, Rights for Defective Performance), Article 17(Liquidated Damages), Article 19(Protection of Personal Data), Article 20(Duty of Confidentiality), Article 22(Obligations Related to Termination of the Contract), Article 23(Delivery), Article 24(Governing Law and Dispute Resolution) and the provisions of this Article 21.8.

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Article 22 Obligations related to the termination of the Contract

22.1 Each Party undertakes to submit to the other Party, no later than fifteen (15) working days prior to the (early) termination of the Contract, and if this is not objectively possible (for example, because this moment is not known in advance), then no later than fifteen (15) days after the termination of the Contract, an inventory of the unresolved Incidents as of the (expected) date of termination of the Contract.

22.2. The Provider undertakes to submit to the Customer a calculation of the financial value of the performance and a proposal for a financial settlement no later than fifteen (15) working days before the (early) termination of the Contract and, if this is not objectively possible (for example, because this moment is not known in advance), no later than fifteen (15) days after the termination of the Contract, if the Provider is entitled to it, in particular taking into account the time of termination of the Contract and the Monthly Statements preceding the termination of the Contract, and the Client undertakes to pay the financial value to the Provider on the basis of an invoice issued no later than twenty (20) days after the termination of the Contract.

22.3 The provisions of Articles 22.1 and 22.2 shall apply mutatis mutandis in the event of partial termination of the Contract, always in relation to the terminating part.

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Article 23 Delivery

23.1 Any notice, request or other communication to be given or made to a Party under the Contract ("Notice") must be given or made in writing. Such Notice shall, except as otherwise provided in this Agreement, be deemed to have been duly given or made to the other Party if delivered by hand, registered post, courier, data message or email to the address of the relevant Party set out in the Agreement.

23.2 Notice under the Contract shall be deemed to have been duly given to the address of the relevant Party:

a) the date of physical delivery of the Notice if the Notice is delivered in person or sent by courier;

(b) the date of delivery, followed by confirmation (at least implicitly) of intact delivery, in cases where the Notice was delivered by email;

c) the date of delivery confirmed on the delivery receipt if the Notice is sent by registered mail;

(d) the date of delivery to a data box if the Notice is sent by data message; or

e) the date on which, if delivery in the above manner is not possible for any reason, the Notice is sent by registered mail to the address specified in the Contract, but is not received for any reason, even within 3 (in words: three) days of its deposit at the relevant post office of the postal licensee.

23.3 The addresses and telecommunication links of the Parties may be changed by unilateral written notice delivered by the relevant Party to the other Party, provided that such change shall become effective upon the expiration of five (5) days from the delivery of such notice.

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Article 24 Applicable Law and Dispute Resolution

24.1 The Parties agree that the Contract and all rights and obligations arising from the Contract shall be governed by the law of the Czech Republic to the exclusion of conflict of laws provisions and norms, in particular the Civil Code.

24.2 The Parties undertake to resolve any disputes that may arise between them in connection with the implementation or interpretation of the Contract, including disputes concerning its conclusion, cancellation or validity, by negotiation and mutual agreement. If the Parties fail to resolve the dispute in question by mutual agreement, such dispute shall be submitted by one of the Parties to the competent court, whereby the Parties agree, in accordance with Section 89a of the Civil Procedure Code, that the competent court for all legal proceedings initiated in connection with the Contract, including disputes concerning its conclusion, cancellation or validity, shall be the court of the Provider's registered office, the subject matter jurisdiction of the court being determined by applicable law.

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Article 25 Final provisions

25.1 Neither Party shall be entitled to assign any of its claims under the Contract to a third party without the prior written consent of the other Party, even in part. Either Party shall be entitled at any time to set off any of its claims against any claim of the other Party.

25.2 Unless the Contract provides otherwise in a particular case, it may be amended or cancelled only in writing, and in the case of amendments to the Contract by numbered amendments which must be signed by all Parties (except for changes to the contact details of the Parties pursuant to Article 23.3).

25.3 If individual provisions of the Contract become ineffective, invalid or unenforceable, or if the Contract contains gaps, the effectiveness, validity or enforceability of the other provisions of the Contract shall not be affected. In place of the ineffective, invalid or unenforceable provision, a provision shall be negotiated which corresponds as closely as possible to the meaning and purpose of the original provision and the intention of the Parties as expressed in the Contract. The same shall apply in the case of gaps, in which case the provision to be negotiated shall be the one that most closely corresponds to what would have been negotiated had the Parties taken these circumstances into account when concluding the Contract.

25.4 In concluding the Contract or any amendments thereto, the Parties exclude the application of Section 1740(3) of the Civil Code, which provides that this Contract or any amendment thereto shall be concluded even if the expressions of intent of the Parties are not fully identical.

25.5 If either Party overlooks or excuses any default, breach, delay or failure to perform any obligation under this Agreement, then such action shall not constitute a waiver of such obligation with respect to any continuing or subsequent default, breach or failure to perform, and no such waiver shall be deemed effective unless expressed in writing on a case-by-case basis.

25.6 The Parties declare that at the time of entering into the Contract and any Order, no legal, administrative or arbitration proceedings are pending or threatened against them or their property which could have a material adverse effect on their business, obligations, property or the proper performance of the Contract.

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Prague, 1 June 2023.

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