General Terms and Conditions

General Terms and Conditions issued by the company Evosolutions PLUS s.r.o. with registered office at Galvaniho 15/C, 821 04 Bratislava, Slovakia, ID No.: 56 536 411, registered in the Commercial Register of the District Court Bratislava III, Section Sro, Insert No. 181970/B
for sales contracts, framework contracts in B2B relationships, including sales contracts concluded via a web interface or electronic mail.

1. INTRODUCTORY REGULATIONS

1.1.     These Terms and Conditions (hereinafter referred to as„Terms and Conditions“) issued by Evosolutions PLUS s.r.o., with registered office at Galvániho 15/C, 821 04 Bratislava, Slovakia, ID No.: 56 536 411, registered in the Commercial Register of the District Court Bratislava III, Section Sro, Insert No. 181970/B (hereinafter referred to as „Seller“), govern the mutual rights and obligations of the parties in their respective business activities arising between the Seller and another natural or legal person (hereinafter referred to as „Buyer“):

1.1.1.     on the basis of and in connection with contracts of sale, including contracts of sale concluded through a web interface or by electronic mail;

1.1.2.   under and in connection with the Master Purchase Agreement (hereinafter referred to as „Framework contract“);

1.1.3.   on the basis of and in connection with individual purchase contracts concluded on the basis of the Framework Contract.

1.2.    The Purchase Contract within the meaning of Article 1.1.1 of the Terms and Conditions and the individual Purchase Contract within the meaning of Article 1.1.3 of the Terms and Conditions concluded on the basis of the Framework Contract are hereinafter referred to as „Purchase contract“.

2. THE PRODUCTS OFFERED BY THE SELLER

2.1.   As part of its business activities, the Seller offers for sale:

2.1.1.   reproductions of computer programs1, for which the public distribution rights have been exhausted within the territory of the European Union within the meaning of Article 4(2) of Directive 2009/24/EC of the European Parliament and of the Council of 23 April 2009 on the legal protection of computer programs, as amended (hereinafter referred to as„Reproductions of the software used“);

2.1.2. reproductions of computer programs that have not been used by any other user prior to their sale to the Buyer; (hereinafter collectively referred to as „Products“ or individually only „Product“).

2.2.    The Products do not include the providing of technical or user support for the operation of the software itself (a copy of which is supplied under the Purchase Agreement) or the providing of updates or repairs to such software by the Seller or any other third party (rights holder). However, the rights holder may provide such services.

1) Individual reproductions are sometimes commonly and inaccurately referred to as licenses; however, in the case of Reproductions of Used Software, it is not the assignment or sale of a license, rather it is the transfer of ownership rights to a reproduction of a computer program. These reproductions are then used directly by the Buyer under the law.

3. SUBJECT OF THE CONTRACT OF SALE

3.1.   Under the Purchase Agreement, the Seller agrees to hand over the Products and transfer the title to the Products to the Buyer. The Buyer agrees to take delivery of the Products and to pay the Seller the purchase price thereof.

4. PURCHASE PRICE OF PRODUCTS AND PAYMENT TERMS

4.1.   The purchase price of the Products, the payment due date and other payment terms shall be agreed in the Purchase Agreement.

4.2.    In the case of any non-cash payment, the Buyer's obligation is fulfilled as soon as the Seller's account is credited with the required amount.

4.3.    In the event the Buyer defaults in the payment of the purchase price of the Products, the advance thereon or other payments under the Purchase Contract, the Seller shall be entitled to cancel the Purchase Contract and/or suspend performance of any obligation to the Buyer arising under any Purchase Contract until the Buyer has paid all monetary obligations owed to the Seller.

4.4.    Claims against the Seller may be unilaterally set off against the purchase price of the Products or other debts under the Purchase Agreement only if such claim is due and payable and acknowledged in writing by the Seller as to its cause and amount, or if such claim is a claim of the Buyer that has been finally adjudicated in a court or arbitration proceeding.

4.5.    If it is customary in the course of business or if provided for by generally binding legal regulations, the Seller shall issue a tax document - invoice for payments made on the basis of the Purchase Contract and send it in electronic format to the Buyer's electronic e-mail address.

5. PRODUCT DELIVERY

5.1   In the case that the Product to be delivered pursuant to the Purchase Agreement is intangible, delivery of such Product shall constitute delivery of the relevant document (referred to by Seller as the "Ownership Documentation") or license number (Product Key), including delivery thereof by electronic mail to Buyer's email address.

5.2  Ownership of the Products shall pass to the Buyer upon payment of the full purchase price of the Products.

5.3   In the case that the Buyer wishes to distribute the Used Software Reproductions outside the European Union, the Buyer does so at its own risk and is obliged to independently determine whether such distribution or use of the Used Software Reproductions complies with the generally applicable laws in force in the relevant territory.

6. SELLER'S WARRANTY

6.1   With respect to Reproductions of Used Software, Seller warrants that:

6.1.1   unless otherwise expressly agreed, a copy of used software sold to the Buyer under the Purchase Agreement is a copy for which the software manufacturer's distribution rights for the territory of the European Union have been exhausted;

6.1.2   if the Used Software Reproduction is legally defective, the Buyer's claims will be satisfied by delivery of another, defect-free Used Software Reproduction or by refund of the purchase price of the defective Used Software Reproduction. The Buyer shall therefore not be entitled to require the Seller to remedy the legal defect of the Used Software Reproduction;

6.1.3   if the Used Software Reproduction has a technical defect, in the sense that the installation or operation of the said Used Software Reproduction will not be possible for reasons contained in the said Reproduction, the Buyer's claims will be satisfied by the delivery of another, defect-free Used Software Reproduction or by the refund of the purchase price of the defective Used Software Reproduction. The Buyer shall therefore not be entitled to require the Seller to rectify the technical defect of the Used Software Reproduction.

7. PRODUCT FEATURES

7.1  Unless otherwise agreed, the rights and obligations of the parties with respect to defects in the Products shall be governed by the applicable generally applicable law.

7.2   The Buyer acknowledges and agrees that the Seller shall not affect or be responsible for the function or functionality of the software itself (a copy of which is supplied under the Purchase Agreement), including the occurrence of errors in the software, or for the compatibility of the software with particular hardware or other computer programs. The Buyer acknowledges and agrees that the Seller is not responsible for the suitability of the use of the software itself (a copy of which is supplied under the Purchase Agreement) for the Buyer's or any third party's needs.

7.3    If the Product is in defect, the Seller shall satisfy the Buyer's rights arising from liability for defects in the following order and in the following manner: delivery of the missing Product, delivery of another defect-free Product as a replacement for the defective Product, provision of a reasonable discount on the purchase price of the Product.

7.4   If the Seller's rights under the Seller's liability for defects will be resolved by delivery of another piece of Product:

7.4.1.    Seller shall ship a new unit of the Product to Buyer within fourteen (14) days from the date of Seller's handling of the warranty claim;

7.4.2.  neither the Buyer nor any other person to whom the Buyer has directly or indirectly provided the Product which is the subject of a warranty claim (e.g. an end user) may use such claimed Product, whereby the prohibition of use for these purposes means in particular the prohibition of the use of the license number (product key) of the claimed piece of Product.

8. WARRANTY CLAIM

8.1.   The Buyer's rights arising from the Seller's liability for errors shall be exercised by the Buyer in text form via electronic mail to the following address of the Seller: info@evosolutions.sk (hereinafter referred to as „Warranty claim“) without undue delay, but no later than six (6) months after delivery of the Product.

8.2.   When making a Warranty Claim, the Buyer shall provide the Seller with all documentation and information supplied by the Seller with the Product purchased or associated with the Purchase Contract on the basis of which the Warranty Claim is made..

8.3.   The Buyer's invocation of a Warranty Claim shall not affect the Buyer's obligation to pay the purchase price of the Product or to fulfil other obligations to the Seller.

9. SELLER'S LIABILITY

9.1.   Unless otherwise stated, the rights and obligations arising from the Seller's liability for damages to the Buyer should be in accordance with generally applicable law.

9.2.   A requirement for the right to compensation is immediate notification to the Seller of the occurrence of damage or that damage may occur.

9.3.   In the event of damage to the Buyer in connection with the Seller's liability for defects in the Products, the parties, after taking into account all the circumstances relating to the conclusion of the Purchase Agreement, agree to limit the indemnification for any such potential damage incurred by the Buyer, unless the Seller has caused such damage intentionally or through gross negligence, so that the total compensation for any damage arising on this account, including loss of profits, shall be limited to the amount actually paid by the Buyer as the purchase price for the Products under the Purchase Contract under which the damage occurred.

9.4.   The Seller has no precise idea or information as to the purpose or activities for which the Buyer or any other party will use the Products. Taking this and any other circumstances relating to the execution of the Purchase Contract into account, the parties stipulate that the total foreseeable damages, including lost profits, that the Buyer may incur in connection with the Seller's liability for defects in the Products may be no more than the amount actually paid by the Buyer as the purchase price for the Products under the Purchase Contract under which the damages occurred.

10. OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

10.1.   The Buyer agrees to receive information regarding the Seller's goods, services or business, as well as commercial messages from the Seller sent to the Buyer's electronic address.

11. PROTECTION OF INFORMATION

11.1.   Unless the parties expressly agree otherwise in writing, all information concerning the contents of the Purchase Agreement shall be considered confidential.

11.2.   Information that becomes public knowledge through no fault of the Seller shall not be considered confidential under this Article.

11.3.   The Buyer agrees to keep all information contained in the Purchase Agreement strictly confidential during the term of the Purchase Agreement and for three (3) years after the expiration of the Purchase Agreement. The Buyer shall not use the Confidential Information for its own benefit or for the benefit of any third party without the written permission of the Seller if such use would be contrary to the Seller's interest. Buyer agrees to keep confidential any other information the disclosure of which to third parties could in any way affect Seller's business interests or reputation. Buyer may disclose confidential information to its advisors, who are subject to a duty of confidentiality.

11.4.   A party shall not be deemed to be in breach of the Purchase Agreement if the party has, in accordance with law, disclosed confidential information to courts, administrative authorities or other parties pursuant to an obligation under generally applicable law.

12. FINAL PROVISIONS

12.1.  In the case that the relationship established by the Framework Contract or the Purchase Contract contains an international (foreign) element, the Parties agree that the relationship shall be governed by the law of the Czech Republic, excluding the application of the UN Convention on Contracts for the International Sale of Goods and excluding the application of customary commercial practices. The Czech courts will have jurisdiction and competence to decide on disputes arising out of the Framework Contract and the Purchase Contract.

12.2. The Buyer shall not be entitled to assign its claims, if any, under the Framework Contract or the Purchase Contract to a third party without the prior written consent of the Seller.

12.3. Provisions deviating from the Terms and Conditions may be agreed in the Framework Contract or the Purchase Contract. Deviating provisions in the Framework Contract or the Purchase Contract shall prevail over the provisions of the Terms and Conditions.

12.4. The provisions of the Terms and Conditions form an integral part of the Framework Contract and the Purchase Contract.

Done at Bratislava, 8 October 2024.

Evosolutions PLUS s.r.o.