GENERAL TERMS AND CONDITIONS

I. Subject of the General Terms and Conditions

These General Terms and Conditions of Business (“GTC”), together with the Service Agreement and the Cooperation and Mediation Agreement, govern the terms and conditions for the provision of services by the Agent to Suppliers and Customers.
Any deviating provisions of the Service Contract and the Cooperation and Mediation Contract shall prevail over the provisions of the GTC.
These GTC shall come into force on 21 September 2022 and shall govern contractual relations arising or modified from the date of their effectiveness. In addition, these GTC shall apply to contractual relationships arising prior to their effective date in cases where the Intermediary gives prior notice of such amendment to the GTC and publication of the GTC in accordance with the law and the procedure set out below.
The Intermediary reserves the right to unilaterally amend the GTC by notification via email or via the Aibility.org Portal. The Customer and the Supplier shall have the right to reject the amendment of the GTC and to terminate the contract for this reason with effect from the day preceding the effective date of these GTC. However, such a change to the GTC shall not affect legal relationships established prior to the notification.

II. Definitions

Intermediary means Digitask s.r.o., ID No.: 10684395, with its registered office at Dobrovského 664/10, 612 00 Brno, registered in the Commercial Register kept by the Regional Court in Brno under No. C 122203, which operates the Aibility Portal.
The Aibility Portal is a platform offering IT, marketing, digital and other services presented on the Aibility.org website. The Aibility Portal serves mainly as an online platform for connecting those interested in various digital services or tools with their potential suppliers.
Customer means any natural or legal person interested in working with a Supplier or an Intermediary through the Portal or in any other way facilitated by the Intermediary.
Supplier means any natural or legal person who will provide IT, marketing, digital and other services to the Customer and who is presented on the Aibility Portal or whose services are otherwise presented by the Intermediary.
Service Contract means a contract concluded between the Customer and the Intermediary on the basis of an enquiry made by the Customer via the Aibility Portal or otherwise.
Collaboration Contract means a contract concluded between the Customer and the Supplier on the basis of an enquiry made by the Customer via the Aibility Portal or otherwise with the assistance of the Intermediary.
Cooperation and Mediation Contract means the contract concluded between the Intermediary and the Supplier.
Brokerage Service means the facilitation of a business opportunity to enter into a Collaboration Agreement.

III. Aibility Portal

On the Aibility Portal, the Intermediary presents the Supplier through its medallion containing information about the Supplier and enables the Customer to enquire about the Supplier’s performance. The presentation of the Supplier on the Aibility Portal does not constitute a binding offer (proposal to conclude a contract) within the meaning of Section 1732 of Act No. 89/2012 Coll., Civil Code, as amended (“Civil Code”).
The Intermediary is entitled to present the Supplier and carry out intermediary activities in accordance with these GTC and the Cooperation and Mediation Agreement in other ways outside the Aibility Portal.
The Intermediary is entitled to decide independently in which order it presents the Supplier on the Aibility Portal.
The Intermediary undertakes, without undue delay after receiving an enquiry from the Customer, to forward it to the Supplier for processing together with the necessary data provided by the Customer. The Intermediary is not responsible for the accuracy and completeness of the information provided by the Customer. The Customer acknowledges that for the purpose of concluding the Cooperation Agreement, he/she will be subsequently contacted by the Supplier or the Intermediary by e-mail or by the telephone number he/she has provided to the Intermediary.
In the case of a Cooperation Contract concluded between the Customer and the Supplier, the Intermediary is not a party to this Contract and therefore is not liable and is not responsible for the performance of the obligations of any party to the Cooperation Contract and is not liable for any damages resulting from a breach of the obligations arising from the Cooperation Contract.
The Customer shall create a Customer Account through the Aibility Portal, through which the Customer is entitled to request the performance provided by the Supplier and the Intermediary. The Customer represents and warrants to the Intermediary that it has read, understands and agrees to these GTC. The Intermediary is not obliged to ensure the continuous operation of the Aibility Portal. In the event of an outage or interruption of the Aibility Portal, the Intermediary shall not be liable in any way to the Customer and/or the Supplier. Furthermore, the Intermediary shall not be liable for damages caused by computer viruses, malfunction of the Aibility Portal or unauthorised access to the Customer’s or Supplier’s data by another person.
Clicking on certain links on the Aibility Portal may result in leaving the Aibility Portal and being redirected to third party websites.

IV. Price and Terms and Conditions

The Intermediary shall provide its services to the Customer free of charge or for the amounts indicated on the Aibility Portal or in the Intermediary’s quotations (“Service Price”). The fee for the mediation of the conclusion of the Cooperation Agreement (hereinafter referred to as the “Commission”) shall be paid to the Intermediary by the Supplier.
The amount of the Commission shall be agreed by electronic communication between the Intermediary and the Supplier. The Supplier undertakes not to increase the remuneration for its services by the Commission.
VAT shall always be added to the Prices for the Intermediary’s services at the rate applicable under applicable law.
The price for services shall be paid to the Intermediary on the basis of an invoice. The due date shall be a minimum of 14 days. The Intermediary shall have the right to issue invoices in electronic form.

V. Intellectual property rights

The Intermediary is the exclusive owner of the Aibility Portal.
The Aibility Portal is a work of authorship within the meaning of Act No. 121/2000 Coll., Copyright Act, as amended. The Intermediary exercises all property rights relating to the Aibility Portal.
The content of the Aibility Portal may not be stored, modified, distributed or otherwise exercised unless the Intermediary has given its prior consent to such action.
The Customer is only entitled to use the Intermediary’s performance for his/her own personal and internal operational activities.
The Customer or the Supplier may not use the trade name, trademark, logos or other symbols, copyright works and other intangible assets of the Intermediary without the prior written consent of the Intermediary.
The Customer or the Supplier shall refrain from any action that may damage or jeopardise the goodwill of the Intermediary.
The Intermediary is entitled to use the brand, logo, name of the Supplier or similar data to promote on the Aibility Portal or its intermediary services performed in any other way.

VI. Confidential information

The Intermediary, the Customer and the Supplier undertake to keep confidential all confidential information (including but not limited to trade secrets, financial data, amount of fees or Commissions, data on Customers, data on the operation of the other party’s business, marketing strategy, etc.) (“Confidential Information”) disclosed to them or otherwise related to their contractual relationship and not to disclose such Confidential Information directly or indirectly to any third party without the consent of the other party.
The obligation of confidentiality of Confidential Information shall not apply where a law or public authority imposes an obligation to disclose or use Confidential Information.
The Intermediary, the Customer and the Supplier undertake to ensure the confidentiality and secrecy of the Confidential Information by their employees as well as by other persons whom they delegate to perform partial actions in connection with any contractual relationship.
The obligation of confidentiality shall survive the termination of the contractual relationship.

VII. Personal data

The Customer and the Supplier grant the Intermediary consent to the collection, processing and storage of the Customer’s and Supplier’s personal data for the purposes of the performance of the Service Contract and the Cooperation and Mediation Contract, the resolution of matters related to these contracts and the development of other mutual business relationships.
In the Personal Data Processing Policy section of the Aibility Portal, there is a “Personal Data Processing Policy” which sets out the specific conditions for the processing and protection of personal data.
The Intermediary is entitled to publish general information about the Customer and the Supplier for the purpose of references about the services performed. If the Customer or Supplier is a business entity, the Intermediary is also entitled to disclose the identification of the Customer or Supplier for reference purposes.

VIII. Contractual penalties

In the event of default in the payment of the Commission or the Price for Services, the Intermediary shall be entitled to a contractual penalty of 0.05% of the amount due, including VAT, for each day of delay in payment until payment is made, and shall also be entitled to reimbursement of the costs of collection (recovery) of any amount not paid when due.
The penalty clause is without prejudice to the Intermediary’s right to claim full compensation for damages.

IX. Duration of the contract

The Intermediary shall have the right to terminate the provision of its services to the Customer with immediate effect in the following cases:
Default in payment of the Price for the Services for more than thirty (30) days,
breach of the obligation to maintain the confidentiality of Confidential Information,
damage to the reputation of the Intermediary.
Termination of the provision of services shall not affect the Intermediary’s right to payment for services already provided, to liquidated damages or to full compensation.

X. Final provisions

Neither party may assign its rights and obligations under the contractual relationship without the prior written consent of the other party. However, the Intermediary may, at its sole discretion, assign the whole or part of the Service Contract or the Cooperation and Mediation Contract to another company in the Intermediary’s group (meaning companies linked to the Intermediary by property or personnel).
If any part of the Contract is or becomes invalid, void, apparent or unenforceable, the validity and enforceability of the other obligations under the subject Contract shall not be affected and the parties shall replace such invalid, apparent or unenforceable part of the obligation with a new, valid and enforceable part of the obligation, the subject matter of which shall best correspond to the subject matter of the original obligation.