Terms of Cooperation with MIBFORMA a.s.

General Terms and Conditions

1. Introductory provisions

These Terms of Cooperation with MIBFORMA a.s. are issued in accordance with Section 273 of the Commercial Code of the Slovak Republic (Act No. 513/1991 Coll., as amended; hereinafter referred to as the "Commercial Code"), and they govern certain rights and obligations of Mibforma and the Partner arising from the contractual relationship established between them (hereinafter referred to as the "Terms").

The current version of the Terms is always publicly available at the following web address: www.mibforma.sk/vop

The Partner expresses consent with these Terms at the moment the contractual relationship between Mibforma and the Partner is validly established.

These Terms govern the contractual relationship between Mibforma and the Partner in the areas regulated herein; in all other matters, the conditions agreed when establishing the contractual relationship apply.

2. Contracting parties

Mibforma means MIBFORMA a.s., a joint-stock company, Company ID: 52 662 632, with registered office at Rádiová 45 821 04 Bratislava, registered in the Commercial Register of the Municipal Court Bratislava III, Insert No. 7027/B.

Partner means a self-employed natural person or legal entity between whom and Mibforma a contractual relationship was established for the purpose of business activities under agreed conditions and with application of these Terms.

3. Contractual relationship

The contractual relationship between Mibforma and the Partner is generally established by a written contract in which both contracting parties agreed framework and/or specific terms of business cooperation. The contractual relationship may also be established by written acceptance of Mibforma's order delivered to the Partner, containing the essential elements of the relevant contract type.

(the contract or accepted order hereinafter referred to as the "Contract")

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

4. Conflict rules

These Terms apply without further action to every contractual relationship between Mibforma and the Partner established by the Contract, unless expressly excluded by the contracting parties in the Contract. The above applies to every contractual relationship established after the date of first effectiveness of these Terms.

Divergent arrangements in the Contract take precedence over the wording of these Terms.

Following conclusion of the Contract, the binding provisions of these Terms replace all previous agreements of the contracting parties made in any form, to the extent of areas regulated by these Terms.

5. Confidentiality obligation

5.1 The subject of confidentiality includes (i) all information one contracting party receives from the other in connection with performance of the Contract, in any form, (ii) trade secrets of each contracting party, and (iii) existence and content of the Contract (hereinafter referred to as "confidential information"), except for information that is or becomes publicly available (other than as a direct or indirect consequence of any breach of the Contract) and can be obtained by anyone without significant effort.

5.2 Each contracting party is obliged to keep confidential information secret and ensure confidential information is protected with due care of a prudent entrepreneur and, beyond that, with the same care and security measures the contracting party applies to protection of its own trade secrets. Each contracting party is obliged to use confidential information only in connection with performance of the relevant Contract and not disclose or make confidential information available to any third party without prior explicit written consent of the other contracting party.

5.3 Each contracting party is obliged to ensure transfer of obligations from this confidentiality commitment in the same scope to its employees or third parties in a legal relationship with the contracting party, entrusted with performance of the relevant Contract or any related activity, or having access to confidential information. For breach of transferred obligations under the previous sentence, the other contracting party is directly liable to the injured contracting party, and the injured contracting party is entitled to assert claims directly against the other contracting party.

5.4 Each contracting party is entitled to disclose confidential information to the necessary extent required by:

a) any final and enforceable court decision and/or

b) generally binding legal regulations.

5.5 If a contracting party is required to disclose confidential information in accordance with this article, such contracting party undertakes (to the extent permitted by generally binding legal regulations) to inform the other contracting party in advance of all circumstances and scope of information to be disclosed and discuss with it possible steps aimed at preventing such disclosure..

5.6 In each individual case of breach of confidentiality by one contracting party, the injured contracting party is entitled to a contractual penalty of EUR 10,000.

5.7 The confidentiality obligation applies to both contracting parties in connection with and for the duration of each concluded Contract, and remains in effect for two (2) years after each such duration.

6. Non-compete commitment and non-solicitation ban

6.1 Each contracting party submits to the prohibition to:

a) contact customers of the other contracting party in any way without prior written consent of the other contracting party for the purpose of performing the subject of the Contract or part thereof;

b) contact employees in an employment relationship with the other contracting party or persons in a similar contractual relationship with the other contracting party, in any way, for the purpose of recruiting them for employment.

6.2 In each individual case of breach of the non-compete commitment and non-solicitation ban by one contracting party, the injured contracting party is entitled to a contractual penalty of EUR 10,000.

6.3 The non-compete commitment and non-solicitation ban apply to both contracting parties in connection with and for the duration of each concluded Contract, and remain in effect for one (1) year after each such duration.

7. Intellectual property protection

7.1 In connection with performance of the Contract by the Partner, a work capable of protection under copyright law may arise (Act No. 185/2015 Coll., as amended; hereinafter "copyright law"), in particular software, database, analysis, system design, target concept, etc. (hereinafter "copyright work").

7.2 The Partner guarantees to Mibforma that the copyright work will have the nature of an employee work under copyright law.

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

7.3.1 Mibforma will exercise in its own name and on its own account all economic copyright rights to copyright works delivered by the Partner to Mibforma for fulfillment of its obligations under the Contract; these rights will be exercised by Mibforma by law, i.e. under Section 90 of Copyright Act No. 185/2015 Coll.

7.3.2 The Partner grants Mibforma, in relation to any copyright work under the previous paragraph, explicit, unconditional and irrevocable consent for publication, modifications, processing including translation, combination with another work, inclusion in a collective work, completion of unfinished work, as well as for Mibforma to grant such consent to any third party.

7.3.3 If it is not possible for Mibforma to exercise rights to copyright works under section 7.3.1 directly, the Partner is obliged, at Mibforma's request, to promptly perform all legal acts necessary for transfer of the right to exercise economic copyright rights to the copyright work in accordance with Section 90(1) and (4) of Copyright Act No. 185/2015 Coll. to Mibforma or a third party, respectively to dispose under this paragraph, in a manner permissible under applicable legal regulations, unconditionally and irrevocably, free of charge, with prior ensured understanding and cooperation of authors of the affected copyright work.

7.3.4 For this purpose, the Partner is obliged to obtain from all authors participating in creation of the copyright work (other than the Partner) written consent for interventions in personal copyright rights concerning the copyright work, at least to the extent permissible under applicable legal regulations, including the interventions below:

a) modify, process and adapt the copyright work including creation of updates, new versions or derivative versions in line with future technological development in mobile telecommunications and computer systems or in the relevant market;

b) combine the copyright work with another copyright work, include the copyright work in a collective work;

c) present the copyright work to the public under Mibforma's name.

7.4 It is understood that remuneration of the Partner agreed in or in connection with the Contract, within which one or more copyright works were created by the Partner, fundamentally includes remuneration for creation of copyright works as well as for ensuring exercise of economic copyright rights to such works by Mibforma or a third party designated by it. The right to additional remuneration of the Partner, or authors other than the Partner, under Section 90 of Copyright Act No. 185/2015 Coll., (as amended + supplementary amendment from the 2022 novel) is excluded.

7.5 The Partner is obliged to notify Mibforma in advance about the scope of persons participating in performance of the Contract. The Partner is obliged to ensure cooperation of persons participating in performance of the Contract to the extent necessary for fulfillment of the Partner's own obligations under the Contract. If it emerges that the copyright work is encumbered by rights of a third party, i.e. a person whose participation in performance of the Contract was not notified to Mibforma in advance or for whom the Partner did not ensure corresponding cooperation, the Partner is liable for all resulting damage and is obliged to settle third-party claims at its own expense.

7.6 The Partner is obliged, even after termination of the contractual relationship established by the Contract, to provide Mibforma cooperation in all acts necessary to prove, preserve and protect Mibforma's rights resulting from exercise of intellectual property rights.

7.7 In every case of breach of sections 7.2, 7.3.3 or 7.3.4 by the Partner, Mibforma is entitled to a contractual penalty of EUR 20,000.

8. Liability for damages

8.1 The Partner is obliged to make maximum effort to prevent damages and minimize damages already incurred. For this purpose, the Partner applies all care and expertise with which it enters into a contractual relationship with Mibforma.

8.2 The Partner is obliged to compensate Mibforma for damage caused by breach of its obligations under applicable legal regulations and/or the Contract and/or the Terms, in full amount of pecuniary and non-pecuniary harm caused to Mibforma.

8.3 If the Partner uses a third party to fulfill the Contract (e.g., proxy, employee, assistant), it compensates damage caused by such third party as if it caused it itself.

8.4 The Partner may be released from the obligation to compensate damages only if it proves that performance of the obligation under the previous paragraph was prevented by an extraordinary unforeseeable and unavoidable obstacle arising independently of its will and could not be averted even with all professional care.

8.5 Damage caused to Mibforma is compensated in money. Actual damage and lost profit are compensated.

8.6 Mibforma's claim for damages is not affected by payment of contractual penalty by the Partner, and paid contractual penalty is not deductible from damages..

9. Amendments to the Terms

9.1 Mibforma reserves the right to amend these Terms at any time within scope of points 5, 6, 7 and 8.

9.2 Mibforma will notify the Partner of amendment of the Terms at least 7 days before effectiveness by notice sent to the Partner's contact email address.

9.3 The Partner is entitled to reject amendment of the Terms by written notice to Mibforma while simultaneously terminating the Contract in relation to which binding effect of amended Terms is rejected, with 10-day notice period starting on the day following delivery of the notice to Mibforma.

10. Final provisions

10.1 The Contract between Mibforma and the Partner is governed by laws of the Slovak Republic, in particular the Civil Code.

10.2 These Terms are prepared in Slovak and informative English language versions, while the Slovak version is decisive.

10.3 These Terms become valid on 15. 2. 2024 and effective on 1. 3. 2024.