ARTICLE 1: Definition of Terms

1. For the purpose of these Terms and Conditions (hereinafter referred to as „TC“) the below mentioned terms shall bear the following meanings:
   1. Owner – business corporation OnSinch, s.r.o., Reg.no.: 242 74 330, with its registered seat at Příběnická 939/20, 130 00 Praha 3 – Žižkov, registered in the commercial register kept at the Municipal Court in Prague, section C, insert 199887;
   2. Partner – the person who concludes the Agreement with the Owner;
   3. Agreement – Agreement on use of OnSinch internet app concluded in accordance with section 1764 paragraph 2 of act no. 89/2012 Coll., The Civil Code, establishing a binding legal relationship between the Owner and the Partner, on the basis of which the Owner grants the Partner admin access to the App and undertakes to allow him to use it in accordance with the conditions specified in the Agreement;
   4. Contracting Parties or just Parties – Owner and Partner;
   5. App – OnSinch internet application – online global platform for managing personnel, orders, events and related business processes equipped with a wide range of integrated features and designed mainly for use in the area of temporary employment and human resources management, the owner of which and the person possessing the intellectual property rights to is the Owner;
   6. Civil Code – Act. No. 89/2012 Coll, The Civil Code, as amended.

ARTICLE 2: INTRODUCTORY PROVISIONS

1. These Terms and Conditions issued by the Owner in accordance with section 1751 paragraph 1 of the Civil Code govern the rights and obligations between the Contracting Parties within the framework of the contractual relationship established by the Agreement.
2. These Terms and Conditions are binding on the Contracting Parties and the provisions contained in them are an integral part of the Agreement. From the moment of conclusion of the Agreement, the mutual rights and obligations of the Contracting Parties are governed by the Agreement and these TC. Provisions of these TC shall apply unless the Agreement or other written agreement between the Parties provides otherwise. Deviating written agreements of the Contracting Parties shall take precedence over the provisions of these Terms and Conditions.
3. The Contracting Parties hereby expressly stipulate that if the Partner refers or has already referred in accordance with section 1751 paragraph 2 of the Civil Code, to his terms and conditions, which even partially contradict the Agreement, these TC or other agreements of the Parties, such reference by the Partner is due to such a contradiction invalid and the Partner withdraws it at the time of conclusion of the Agreement. The Partner's terms and conditions do not apply as a whole.

ARTICLE 3: GOVERNING LAW

1. Contractual relationship between the Parties is governed by the legal order of the Czech Republic, in particular by the relevant provisions of the Civil Code. Any disputes arising in connection with the Agreement or obligations arising from it, the Contracting Parties undertake to resolve first by amicable means. Shall such settlement not be possible to reach, all disputes arising from the Agreement or arising in connection with it shall be entertained and decided by the general courts of the Czech Republic.
2. In accordance with section 89a of Act No. 99/1963 Coll., Code of Civil Procedure, as amended, the District Court for Prague 4 shall have jurisdiction to decide disputes between the Contracting Parties. In the event that, according to procedural regulations, the regional court shall have jurisdiction to decide the dispute between the Parties, the Parties have agreed that the Municipal Court in Prague is the competent authority to decide such dispute.

ARTICLE 4: Troubleshooting

1. The Owner is responsible for the proper functioning of the App and its availability in accordance with the purpose of the Agreement.
2. The Owner is not responsible for the interruption or limitation of the functionality or availability of the App, if such interruption or limitation is caused by an external unforeseeable event that occurred independently of the will or fault of the Owner and which could not have been prevented even with the exercise of reasonable care, such as natural disaster, war, epidemic or pandemic situation, outages in the supply of electricity or electronic communications networks or a cyberattack during which the security of the App has been breached, without the Owner neglecting the duty of due care in order to prevent it (hereinafter referred to as "Force Majeure Event"). The Owner is obliged to notify the Partner of the occurrence of a Force Majeure Event without undue delay and to inform him of the expected duration, circumstances and consequences of the event.
3. The Owner is obliged to take appropriate measures in order to resolve problems with the functionality of the App, which are categorized as follows:
   1. Minor flaw = insignificant limitation of the functionality of partial components of the App (e.g. incorrect display of elements or data) without impacts on the functionality of the App as a whole;
   2. Limitation of functionality = significant limitation of data processing speed in the App not caused by defects in the Partner's connection or other significant limitation of processes in the App without impact on the functionality and availability of the App for the Partner;
   3. Outage = unavailability of the App causing the absolute impossibility of its use by the Partner.
4. Depending on the severity of the problem with the functionality of the App, the Owner will take effective measures in accordance with the relevant level of support services that was agreed between him and the Partner in the Agreement and which is further defined in Article 6 of these TC.
5. If the Owner, due to a Force Majeure Event or due to an outage of third party services that are necessary for operation of the App, for example (but not limited to) due to non-functionality of third-party services (e.g. change of internet banking API, non-functionality of internet banking, non-functionality on the part of the provider of cloud and server services), is not able to take measures to resolve problems with the functionality of the App within the agreed deadline, he shall inform the Partner thereof without undue delay and inform him of the expected date of resolution.

ARTICLE 5: App Packages and technical specification thereof, onboarding

1. The Owner offers the App for use by individual partners in differentiated packages based on the scope and level of functionalities, modules, accesses, services or benefits associated with them. Packages are specified in paragraph 2 of this article. The Owner undertakes to allow the Partner to use the App to the extent (package) which is explicitly agreed upon in the text of the Agreement.
2. Specifications of the App Packages and services associated with them:

 

3. Onboarding is the initial phase of the cooperation of the Contracting Parties, during which the Owner sets up the App to suit the Partner's needs, trains the Partner to navigate the App and introduces him to the App's functionalities and tests the operation of the App during the Partner's activities. Onboarding does not include the import of the Partner's data or databases into the App by the Owner unless the Parties agree otherwise. In such a case, the Owner is entitled to the payment for data import in the amount agreed in the Agreement.
4. The price of 1 hour of entry-training, onboarding services or other additional support (over limits set out in this Article) is €110 excluding VAT.
5. The price of the initial worker or client database import provided in data readable format based on our template, if not included in the respective App package is €300 each, excluding VAT.

ARTICLE 6: Support and maintenance service levels, support services of the Owner, App upgrades

1. In order to fulfill the subject-matter of the Agreement, the Owner shall ensure:
   1. setup and operation of a virtual server enabling use of the OnSinch App;
   2. setup of sufficient data space for storage of the Partner's data on the data storage connected to the OnSinch App, with the features and capacity necessary for the proper use of the OnSinch App by the Partner;
   3. monitoring of the functionality and availability of the Application in 24/7 mode;
   4. daily backup of the OnSinch App database and data stored by the Partner;
   5. 99.9% accessibility of OnSinch App.
2. Based on the Agreement the Owner undertakes to provide the Partner with support services, the purpose of which is mainly to ensure the proper functioning of the App, updates of its functions and components, and to provide the Partner with support and maintenance services during the operation of the App, within the scope of one of the following levels of support services, which the Contracting Parties agreed upon in the Agreement (hereinafter also referred to as "Support services"):

 

3. The Owner is entitled to temporarily and for a short period interrupt the operation of the App in order to carry out maintenance of the App, whereby the Owner undertakes to take these measures preferably between 01:00 and 06:00 CET. The Owner is not obliged to notify the Partner of an interruption in the operation of the App for an expected duration of up to 10 minutes. If the Owner plans to interrupt the operation of the App or interrupt its operation for a longer period, the Owner shall inform the Partner of such event at least 5 days in advance. Interruption of the App in accordance with this paragraph is not considered a breach of the Owner's obligations.
4. In the course of development of the App, the Owner creates and implements updates and upgrades to the App. The Owner reserves the right to decide whether the newly implemented upgrade will be made available to the Partner with regard to the App Package which is provided to the Partner in accordance with the Agreement, taking into account that certain upgrades may only be made available for specific levels of the Owner's services.
5. In the event of a violation of the SLA terms by the Owner, the Partner has the right to a 10% discount from the invoiced price for the following month for each individual day of the duration of such violation, up to the amount of 100 %.

ARTICLE 7: Rights to App and License Terms

1. The Partner acknowledges that the App is an author's work and as such is protected by copyright, or contains components protected by copyright and industrial property rights. Economic rights of copyright to the App according to Act No. 121/2000 Coll., Copyright Act, as amended, as well as according to international agreements on copyright, to which the Czech Republic is a contracting party, belong to the Owner, who is authorized to exercise them, including the granting of licenses.
2. The Partner further acknowledges that the App including its material components and economic rights protected by copyright law or intellectual property legislation remains the property of the Owner for the entire period of validity of the Agreement and does not pass to the Partner.
3. No provisions of the Agreement or these TC
   1. grant the Partner any rights in connection with the Owner's trademarks and vice versa, i.e. this Agreement does not grant the Owner any rights in connection with the Partner's trademarks; however, both the Partner and the Owner are entitled to appropriately use the name or signs of the other Party in accordance with article 15 of these TC for the purposes of presenting their services or marketing;
   2. grant the Partner a license or other right to the source codes of the App or any of its parts in any form;
   3. grant the Partner a license or other right to the graphical user interface (GUI) of the Application or its individual elements protected as objects of intellectual property rights;
   4. grant the Partner the right to independently operate the App without the cooperation of the Owner or in any other way than on the Owner's servers, his other infrastructure or the infrastructure of the Owner's contractual partners.
4. The Owner declares that the App is not encumbered by any legal defects, especially (but not limited to) the rights of third parties, and that the Owner is entitled to grant licenses to the Partner to the extent resulting from this Agreement. However, the Partner acknowledges that third-party products or works may be part of the App. The Owner is responsible for obtaining from all third parties who participated in the development of the App the rights to use the results of their creative work at least to the extent specified in this article.
5. By concluding the Agreement, the Owner grants the Partner a personal, non-transferable and non-exclusive license to use the App for the purposes of carrying the Partner's business. The license under this paragraph is limited in time to the period for which the Agreement is concluded. The license to the extent specified in this paragraph also applies to any updates or upgrades of the App or its parts provided to the Partner based on mutual agreement between the Contracting Parties.
6. By providing Support services by the Owner, the Partner acquires a personal, non-transferable and non-exclusive license to use components of Support services protected by intellectual property rights. The license under this paragraph is limited in time to the period for which the Agreement is concluded. For the avoidance of doubt, the Contracting Parties expressly agree that the provision of Support services is limited by the duration of the license to use the App.
7. Of the agreed remuneration of the Owner, 90 % of the amount of the remuneration represents the price for the license to use the App and 10 % of the amount of the remuneration represents the price for the provided Support services and the license to use the components thereof protected by intellectual property rights.
8. Licenses granted pursuant to this article are territorially limited and are granted for the territory of the state in which the Partner has its registered office. However, the territorial limitation of the license pursuant to this paragraph does not exclude the right and possibility of the Partner to use the App in accordance with the Agreement for the purpose of providing its services and completing orders on the territory of other countries in which the Partner provides his services.
9. Based on the license granted by the Agreement, the Partner is entitled to use the App and components of the Support services protected by intellectual property rights only for the purposes of fulfilling the subject of his business activity as registered with respective public authorities.
10. The Partner is not entitled to assign the license granted pursuant to this article to a third party without the prior written consent of the Owner, nor is he entitled to sublicense the App to a third party. However, the Partner may enable the use of the App through user (non-administrative) accounts to his employees, members of his corporate bodies, cooperating suppliers, as well as entities that form a business group (concern) with the Partner. The establishment of user accounts for the App according to this paragraph does not conflict with the license conditions according to the Agreement and these TC.
11. The Partner is not authorized to allow an unauthorized third party access to the administrator account for the App, with the exception of authorized employees or service technicians of the Partner.
12. In the event of termination of the Agreement, either by the expiration of time, notice, or in another manner provided for by law, the licenses granted in accordance with the Agreement and these TC shall expire.
13. By automatically extending the duration of the Agreement, the duration of the licenses granted to the Partner in accordance with the Agreement and these TC is automatically extended, maximum for the duration of the Agreement.
14. The Owner expressly declares that he will process all data provided to him by the Partner (including data entered into the App by the Partner or by persons to whom the Partner has allowed the use of the App) only for the purpose of fulfilling obligations under the Agreement. The Owner further declares that he will not use in any way, especially, but not limited to, for commercial purposes or misuse the data that will be transferred to him by the Partner, whether in printed or electronic form, through the App or mutual communication of the Contracting Parties, for purposes other than those agreed in connection with the subject matter of the Agreement.

ARTICLE 8: App administration and liability of the Contracting Parties

1. The Owner will create admin access to the App for the Partner within 3 working days from the conclusion of the Agreement and, within the same period, will send him the relevant functional access data by electronic mail to the email address specified in the Agreement. The Partner is obliged to check their functionality as well as the functionality of the App, without undue delay upon the delivery of the access data. The Partner is obliged to immediately notify the Owner of any problems with their detailed specification by email to the address specified in the Agreement. In such a case, the Owner shall ensure remedy as soon as possible.
2. The Owner undertakes to provide Support services under this Agreement with due professional care that can be expected from a qualified person with experience in the field of information technology.
3. The Owner shall ensure that the App works under the expected load with a response enabling its normal use.
4. The Owner declares that the App complies with the security standards, the use of which is customary for similar online applications and that its technical level corresponds to current knowledge in the field of information technology security.
5. The Owner is not responsible for the nature or content of data entered into the App by the Partner, its employees, potential employees, contractual partners, clients or other persons to whom the Partner is authorized to establish access to the App. Furthermore, the Owner is not responsible for the legality of the collection of such data or data by the persons mentioned in the previous sentence and insertion thereof into the App.
6. The Partner is obliged to store only data or information in the App that do not violate the rights of other persons or are not contrary to the legal requirements. Provided that the data is stored in the App by a person other than the Partner, the Partner shall ensure that all legal prerequisites are met for the fulfillment of the requirement to collect and process the data in question (for example the fulfillment of information obligations, limitation of the scope of collected data, etc.).
7. The Partner is responsible for the adjustments and settings that he makes in the App through his administrator access (for example selecting form fields for data collection, setting requirements for mandatory data entry, default ticking of checkboxes, etc.). The Owner is not authorized to make any interventions in the settings made by the Partner without the consent of the Partner, unless this is justified by an interest in ensuring proper functioning of the Application or an interest in minimizing the risks arising from possible illegal conduct.
8. The Partner is responsible for managing the accesses and user accounts of the persons to whom he grants access to the App in accordance with this Agreement (setting up accounts, making them available, temporarily blocking, canceling, handling problems with access, etc.). As part of such administration, the Partner will provide his contact information for the persons mentioned in the previous sentence, which they may use in order to contact him in connection with the management of their accounts by the Partner. The Owner declares that he will provide the Partner with sufficient tools within the administrator access to manage user accounts.
9. By concluding the Agreement the Partner acknowledges and agrees that it is his sole responsibility to review all software update notices, release notes and related communications provided by the Owner on a weekly basis on https://onsinch.com/en/blog/tag/product-updates and to take all necessary actions in compliance therewith, including but not limited to modifying usage practices or adjusting App's system configurations as reasonably required by such updates. Partner acknowledges that failure to do so may result in reduced functionality of the App, compromised data integrity or disruption to the Partner's workflows, for which the Owner shall bear no liability.

ARTICLE 9: Billing and payment terms, discounts

1. Shall the Owner's remuneration be agreed in the Agreement in the form of
   1. a flat monthly fee, the remuneration will be paid by the Partner monthly, based on invoices - tax documents issued by the Owner no later than on the 14th day of the calendar month that is the subject of the invoice;
   2. a flat yearly fee, the remuneration will be paid by the Partner yearly, based on invoices – tax documents issued by the Owner no later than on the 14th day of the yearly period that is subject of the invoice;
   3. percentage of the total amount that the Partner bills his customers (business partners) in the relevant month for the hours worked by his employees which are recorded in the App ("pay as you go" model), the remuneration will be paid by the Partner on a monthly basis, based on invoices – tax documents issued by the Owner no later than on the 14th day after the end of the calendar month that is the subject of the invoice.
2. Other payments to which the Owner is entitled under the Agreement or these TC (e.g. payment for exceeding the capacity of the App stipulated in the Agreement, payment for services provided beyond the agreed level of support services or payment for other performance pursuant to any individual orders of the Partner) will be made by the Partner on the basis of invoices - tax documents issued by the Owner no later than on the 14th day after the end of the relevant calendar month, or on the basis of invoices issued for the following calendar month.
3. Invoices – tax documents according to the Agreement will be issued by the Owner to the Partner in electronic form and will be sent by e-mail to the address specified in the Agreement.
4. Unless otherwise stipulated in the Agreement, the due date of invoices - tax documents is at least fourteen days, while the maturity date stated on the relevant invoice - tax document is decisive in each individual case. Invoice - tax document is considered to have been paid properly and on time, provided that the amount charged is credited to the Owner's account indicated on the relevant invoice no later than on the due date.
5. In the event that the invoice - tax document does not contain the correct data or is incomplete, or contains incorrect price data, the Partner is entitled to return the invoice to the Owner prior to its due date, indicating the detected defects or deficiencies. The Owner is obliged to correct such invoice or issue a new invoice, in which case the period for payment starts from the date of delivery of the corrected or newly issued invoice to the Partner.
6. In the event that the Partner is in default with the payment of any payment according to this article, the Owner is entitled to payment of legal interest for the default with payment in the amount determined by law on the day the default occurred.
7. If the Owner's remuneration is agreed in the Agreement in the form of a yearly fee, the Partner shall not be entitled to a refund of the remuneration or its proportional part after its payment if the Agreement is terminated before the expiry of the period for which the remuneration was paid.
8. If the Owner's remuneration for the Essential, Grow or Enterprise App packages is agreed in the Agreement in the form of a yearly fee paid in advance, the Owner may provide the Partner with a discount in the amount corresponding to the remuneration for 1 month of use of the App. There is no legal entitlement to the provision of said discount. The amount of the discount and terms for its provision shall be governed by the arrangements in the Agreement concluded with the Partner.
9. The Owner may also provide the Partner with a long-term commitment discount in the form of a percentage-reduced remuneration for the use of the App for up to 3 years from the conclusion of the Agreement for respective App packages. In such a case, the amount of the discount shall be differentiated in the individual years of the Agreement duration and its amount or terms for provision thereof shall be governed by the arrangements in the Agreement concluded with the Partner. There is no legal entitlement to the provision of said discount. If the Partner falls into default with payment of any of the financial obligations under the Agreement and fails to remedy the situation even after Owner's notification within specified period, the Owner has the right to withdraw the long-term commitment discount with effect from the following calendar month.

ARTICLE 10: Clause on annual increase of Owner's remuneration

1. The Owner is entitled, in particular to cover inflation, to unilaterally increase the remuneration agreed in the Agreement once a year with effect from the anniversary of the conclusion of the Agreement for the following period of the Agreement, by a maximum of 5 % of the existing remuneration excluding VAT.
2. The Owner shall notify the Partner of the increase in the amount of remuneration according to the previous paragraph in writing by e-mail no later than 3 months before the relevant anniversary of the conclusion of the Agreement, otherwise this right of the Owner shall expire.

ARTICLE 11: Liability for defects

1. The Owner is responsible for defects in the Support services that he provides to the Partner based on the Agreement. The Partner is obliged to notify the Owner of any defects in the Support services without undue delay after they have been discovered to the service email specified in the Agreement and to provide a sufficient specification of such defects. Based on the Partner's notification, the Owner shall ensure that the notified defects are rectified within a reasonable period given the nature of the notified defects.
2. The Owner is liable to the Partner that the App is in accordance with the conditions set by legal regulations. The Owner is also responsible that the App is usable for the purposes arising from the Agreement. In the event of changes to legal regulations that will affect the requirements placed on the App, the Owner will bring the App into compliance with the relevant requirements by the time the relevant changes to the legislation take effect, and if this is not possible, within a reasonable time after they come into effect, while informing the Partner upon his request about the expected date of implementation.
3. The Owner is liable for damage or other harm suffered by the Partner as a result of defects in the App, its unavailability or non-functionality up to a maximum of three times the monthly remuneration without VAT agreed in the Agreement. If the remuneration in the Agreement is agreed as a percentage of the amount billed monthly by the Partner to his customers (pay as you go model), the Owner is liable for damage or other harm suffered by the Partner up to a maximum of three times the average monthly remuneration of the Owner during the validity of the Agreement.
4. The Owner is not responsible for defects caused by the following circumstances:
   1. operation of the App by the Partner or third parties, which is contrary to the recommendations of the Owner or this Agreement;
   2. using of the App which is in conflict with legal regulations or recommendations of the Owner, or which pursues a purpose prohibited by the legal order of the Czech Republic.

ARTICLE 12: Contractual penalties

1. In the event of occurrence of an event according to article 4 paragraph 3 letter c) of these TC longer than 1 day, the Partner has the right to a contractual penalty in the amount of 1/30 (in words: one-thirtieth) of the amount of remuneration for the relevant calendar month agreed in the Agreement. In the case of exercising the right to payment of a contractual penalty according to this paragraph, the amount of the Owner's remuneration for the relevant month will be reduced on the invoice by the amount claimed by the Partner.
2. Exercising the right to payment of a contractual penalty does not affect the right to compensation for damages or the right to withdraw from the Agreement under the conditions agreed in the Agreement or these Terms and Conditions.
3. Contracting Party in breach of their obligations is obliged to pay the contractual penalty within five (5) calendar days from the date of delivery of the notice of payment of the contractual penalty. In case of doubt, the notice is considered to be delivered on the third day after its dispatch.

ARTICLE 13: Termination of the Agreement

1. The Agreement may be terminated by agreement of the Contracting parties or by withdrawal from the Agreement for the reasons set out in the Agreement, these TC or the Civil Code.
2. The Owner is entitled to withdraw from the Agreement in the following cases:
   1. in the event of a default by the Partner with the payment of any monetary payment due under the Agreement for more than thirty (30) days, if the amount owed is not paid even within an additional period of ten (10) days from the delivery of the Owner's written request;
   2. in the case of use of the App by the Partner or persons to whom the Partner has established access to it, during which or as a result of which there is a reasonable suspicion that the use has resulted or may result in the commission of a criminal offense or offense according to the binding legal regulations of the Czech Republic;
   3. in the event of another substantial violation of the Partner's obligations, which is not remedied even within ten (10) days from the delivery of the Owner's written request;
   4. in the case when it is decided that the Partner enters liquidation (winding-up of the company);
   5. in the event that insolvency proceedings are initiated against the Partner based on the Partner's insolvency petition;
   6. in the case when a final decision is made on the bankruptcy of the Partner in insolvency proceedings initiated by the insolvency petition of one of the Partner's creditors.
3. The Partner is entitled to withdraw from the Agreement in the following cases:
   1. in case of long-term (more than five days) unavailability or non-functionality of the App, which is not remedied even within ten (10) days from the delivery of the written request of the Partner;
   2. in the case when it is decided that the Owner enters into liquidation (winding-up of the company);
   3. in the event that insolvency proceedings are initiated against the Owner based on the Owner's insolvency petition;
   4. in the event that a final decision is made on the bankruptcy of the Owner in insolvency proceedings initiated by the insolvency petition of one of the Owner's creditors.
4. Notice of withdrawal from the Agreement must be made in writing and verifiably delivered to the other Contracting Party. Withdrawal must include a reference to the provisions of the Agreement, these TC or legal provisions that establish the right to withdraw from the Agreement. Withdrawal is effective at the moment of its delivery to the other Contracting Party.
5. The written form is preserved even if the withdrawal is sent to the other Contracting Party by e-mail.
6. The rights and obligations of the Contracting Parties arising before the valid withdrawal from the Agreement are not affected by the withdrawal. As a precaution to avoid doubts, the Contracting Parties further expressly agree that withdrawal from the Agreement does not affect the obligation to protect confidential information according to article 14 of these TC.

ARTICLE 14: Confidentiality

1. Each of the Contracting Parties undertakes to keep confidential the documents, data and other information and documentation provided by the other Contracting Party, which they have learned in connection with the Agreement and its performance, even if such information do not constitute a trade secret (hereinafter referred to as "Confidential Information"). The Contracting Parties are obliged to bind persons, in particular members of their corporate bodies, who become familiar with such information, to protect Confidential Information, at least to the extent stipulated in the Agreement and these TC.
2. The Contracting Parties undertake not to use any Confidential Information, whether in oral, written, electronic, or any other form, obtained during all negotiations with the other Contracting Party or during the performance of the Agreement contrary to the purpose for which it was provided, nor will they reveal or allow access to such information in any other way to unauthorized third parties.
3. The obligation to maintain confidentiality applies to all facts, with the exception of publicly accessible information, that the Contracting Parties learn about in connection with the Agreement, both before its conclusion, during its performance and even after its termination.
4. The obligation of confidentiality pursuant to this article does not apply or ceases to apply to facts that are publicly known at the time of their provision or become publicly known after their provision other than by breach of the Agreement, these TC or a legal provisions. Notwithstanding the foregoing, confidentiality shall not apply to any information that:
   1. are or subsequently become public knowledge through no fault of the relevant Contracting Party; or
   2. were already in the possession of the respective Contracting Party at the time of first contact with the other Contracting Party; or
   3. become available to the relevant Contracting Party through a third party in accordance with the law, without breaching the obligation of confidentiality; or
   4. it is necessary to provide to another person, office or institution, if such provision is required by law or other binding legal regulation or court decision.
5. The Owner acknowledges that, taking into account the purpose and nature of the App, the Partner will enter specific data into the App about his suppliers, business partners, employees and completed projects, including personal data and price specifications. Information entered into the App by the Partner during the performance of this Agreement including any documentation is the subject of his trade secret. For the avoidance of doubt, the Contracting Parties state that any information entered by the Partner into the App will be considered Confidential Information, as well as any information that the Partner designates as confidential by e-mail or in writing, as well as the following information of the Partner entered into the Application:
   1. any information about the Partner's company, including accounting and economic information;
   2. any information about the Partner's suppliers or subcontractors;
   3. any information about the Partner's clients and business partners;
   4. any information about the Partner's products, services or social events or other events organized by the Partner or in which the Partner participates as a supplier;
   5. any other information of the Partner or about the Partner that the App will contain.
6. The Owner is entitled to use Confidential Information for the purposes of fulfilling his obligations under the Agreement, in particular for the purpose of providing consultations and user support to the Partner, for the purpose of invoicing and verification of data necessary for the invoicing, for the purpose of revising the amount of the remuneration or for the purpose of correcting defects in the App notified by the Partner.
7. The partner undertakes not to approach with an offer of cooperation another competing company that would be able to develop a product similar to the App and not to disclose the access data of the main administrator to any unauthorized third party.
8. No provision of the Agreement shall be considered or interpreted as granting or relinquishing any licenses or rights to information that the Owner has provided to the Partner, unless otherwise agreed in writing or unless this clearly results from the text of the Agreement.

ARTICLE 15: Marketing

1. Upon signing the Agreement, the Contracting Parties are entitled to publish to the necessary extent information about mutual cooperation through social networks, websites (in the case of the Owner on the onsinch.com website) and other communication channels, as well as to cooperate in any marketing activities, subject namely to the following conditions:
   1. Branding and publicity:
      1. Both Parties grant the other Party a non-exclusive license to use their trade names, marks and logos, limited for the purposes of marketing communications related to the Parties' business cooperation.
      2. The specific conditions of use of the respective names, designations and logos relating in particular to their sizes, positions and colors will be communicated to the other Party in particular through brand manuals, so that their integrity is not adversely affected by their use;
      3. Any use of the names, marks or logos of the other Party beyond the scope of the purpose defined in these TC requires a prior written approval of the other Party.
   2. Joint marketing activities:
      1. Both Parties agree to mutual cooperation on joint marketing activities such as case studies or mutual sharing of content on social networks in order to support and develop the brand of the other Contracting Party in good faith.
   3. Marketing materials and rights thereto:
      1. The rights to marketing materials created by the joint cooperation of both Parties, such as graphics, videos or written content, shall belong to both Parties to the same extent. The Parties grant each other a non-exclusive and non-transferable license to use jointly created materials exclusively for marketing purposes related to the Parties' mutual cooperation.
2. The Contracting Parties agree to contact each other through marketing departments for the purpose of references, reviews or the preparation of other marketing materials and related communication.

ARTICLE 16: Personal data protection

1. The Owner acknowledges that the data entered by the Partner in the App may contain personal data within the meaning of Article 4(1) of the 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 (“GDPR”). The Partner, as a data controller, is responsible for the legality of the collection of such personal data, which he provides to the Owner for processing in connection with the Agreement. The Partner declares that he is authorized to entrust the Owner with the processing of personal data to the extent set forth in the Agreement.
2. Provisions of this Article 16 of these TC constitute the Data Processing Agreement which is entered into by the Contracting Parties upon the Partner's acceptance of the Agreement (including by signing the Agreement or by using the OnSinch platform) and which remains in effect for the duration of the Agreement and any applicable data retention period thereafter. The Contracting Parties undertake to fulfil the obligations and observe the restrictions set by the legal regulations relating to the protection of personal data.
3. The scope and operations of personal data processing according to this Agreement differ depending on the type of individual services provided by the Owner to the Partner. The Owner provides the Partner with services in the area of information technologies (including granting access to the App and the right to use its features), customer support, and data storage. The processing consists of: collection, recording, storage, retrieval, display, organisation, modification, disclosure by transmission, and deletion of personal data entered into the platform by the Partner and its authorised users. The frequency and duration of processing activities are dependent on the activity of the Partner and its operational needs. The Partner hereby authorizes the Owner to process especially the following categories of personal data:
   1. identification data (name, surname, email address, phone number, address, date of birth);
   2. employment data (job title, role, availability, qualifications, certifications);
   3. financial data (bank account details, payroll information, invoicing data);
   4. work task data (shift schedules, timesheets, attendance records, performance notes);
   5. login credentials (email, hashed password);
   6. profile photographs (if uploaded);
   7. company data (registration number, tax registration number);
   8. any other Personal data entered by the Partner or persons authorised by the Partner into the App.
4. In the course of Agreement performance, no special category personal data (as defined in Article 9 GDPR) shall be processed, unless expressly agreed otherwise.
5. The Owner is authorized by the Partner to process personal data of the categories of data subjects listed below. By granting access to the App to any person, the Partner confirms that such person falls within one of the categories listed below:
   1. the Partner and its representatives;
   2. Partner's employees and workers;
   3. Partner's future employees and candidates;
   4. Contractors, freelancers, and temporary staff managed via the App;
   5. Partner's clients, subcontractors, and business contacts (if entered into the platform).
6. The Contracting parties set out the following purposes for the personal data processing carried out by the Owner on behalf of the Partner:
   1. fulfilment of the Owner's obligations under the Agreement and enabling the proper use of the App for the needs of the Partner's activities;
   2. provision of data storage service in the App based on the Partner's commands entered into the App and his interaction with the user interface of the App and backup thereof;
   3. provision of Support services in accordance with the Agreement which require access to the Partner's data.
7. In connection with the personal data processing carried out based on the Agreement, the Partner shall:
   1. ensure that it has a lawful basis for the processing of personal data and has provided appropriate notices and information to data subjects; the Partner acknowledges that the Owner is not obliged to verify the legal nature or lawfulness of personal data provided by the Partner;
   2. provide processing instructions to the Owner through the use of the platform, email communication, or other documented instructions;
   3. ensure that data provided to the Processor is accurate and lawfully collected, and that no rights of the Controller or any third party are harmed by such transfer; and
   4. comply with its obligations under GDPR as data controller.
8. In connection with the personal data processing carried out based on the Agreement, the Owner shall:
   1. process personal data only on documented instructions from the Partner, unless required to do so by EU or Member State law. If the Owner considers that an instruction from the Partner conflicts with applicable law, it shall inform the Partner and await further instructions;
   2. ensure that persons authorised to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
   3. implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, as described in paragraph 15 of this article. The Owner shall ensure that the security measures are of a reasonable level with regard to the present state of the art, the sensitivity of the personal data, and the costs related to the security measures;
   4. comply with the conditions for engaging sub-processors, as set out in paragraph 9 of this Article 16;
   5. assist the Partner, taking into account the nature of the processing, in responding to requests for exercising data subject rights under GDPR Chapter III. Where a data subject contacts the Owner directly, the Owner shall promptly redirect the request to the Partner;
   6. assist the Partner in ensuring compliance with obligations under GDPR Articles 32 to 36 (security, breach notification, DPIAs), taking into account the nature of processing and information available to the Owner;
   7. at the choice of the Partner, delete or return all personal data to the Partner after the end of the provision of services, and delete existing copies unless EU or Member State law requires further storage of the personal data;
   8. make available to the Partner all information necessary to demonstrate compliance with the obligations laid down in GDPR Article 28, and allow for and contribute to audits, including inspections, conducted by the Partner or another auditor mandated by the Partner.
   9. The Owner's obligations under this DPA apply equally to every person who processes personal data under the Owner's instructions. The Owner shall ensure compliance of such persons with the rules stipulated in this Article 16.
9. By entering into the Agreement and accepting these TC, the Partner provides general written authorization for the Owner to engage sub-processors whose services are necessary for the performance of the Agreement, namely:
   1. Core sub-processors:

 

2. Optional sub-processors (activated only upon Partner's request for activation of respective feature), the Partner may choose its preferred SMS provider or provide its own SMS gateway credentials:

 

 

10. The App allows the Partner to configure their own analytics and marketing tracking services (e.g., Google Tag Manager, Google Analytics, Facebook Pixel, Google Ads, Sklik/Seznam.cz) by providing their own tracking IDs in the platform settings. The Owner provides this capability as a platform feature, but the Partner acts as the Data Controller for these services and is solely responsible for their configuration, use, and compliance with applicable data protection laws. These services are not sub-processors of the Owner.
11. The Owner uses several self-hosted services running within its own infrastructure (PDF generation, document building, document signing). These do not transmit personal data to any external party and are not sub-processors.
12. The Owner shall inform the Partner of any intended changes concerning the addition or replacement of sub-processors, giving the Partner the opportunity to object to such changes. The Owner shall provide at least 30 days' notice before engaging a new sub-processor.
13. Where the Owner engages a sub-processor, it shall impose the same data protection obligations as set out in this article on the sub-processor by way of a contract, in accordance with GDPR Article 28(2) and 28(4). The Owner shall remain fully liable to the Partner for the performance of the sub-processor's obligations.
14. All personal data is processed and stored within the European Economic Area (EEA):
    1. Application and database hosting: Netherlands (EU);
    2. Email delivery: Ireland (EU);
    3. Backups: Netherlands (EU).

If any future transfer of personal data outside the EEA becomes necessary (e.g., for optional services such as OAuth authentication or SMS messaging via non-EU providers), the Owner shall ensure that appropriate safeguards are in place, including Standard Contractual Clauses (SCCs) adopted by the European Commission, or reliance on an adequacy decision.

15. The Owner implements the following technical and organisational measures to ensure security of the processed Personal Data:
    1. infrastructure security and hosting of data on platforms maintaining the security standard stipulated by SOC 2, respective ISO norms and other certifications;
    2. encryption of databases, backups, stored files, connections and communication;
    3. restriction and control of access to the App and its components by means of user authorization, authentication and role-based permission;
    4. backup and recovery of databases;
    5. App monitoring and error tracking, infrastructure access logging;
    6. development security;
    7. prompt incident response.
16. The Owner shall notify the Partner without undue delay, and in any event within 72 hours, after becoming aware of a data breach affecting the Partner's personal data. This duty applies irrespective of the nature or impact of the breach. The notification shall include:
    1. a description of the nature of the data breach, including where possible the categories and approximate number of data subjects and records concerned;
    2. the name and contact details of the Owner's contact point (security@onsinch.com).
    3. a description of the likely consequences of the data breach;
    4. a description of the measures taken or proposed to address the data breach, including measures to mitigate its possible adverse effects.
17. The Owner shall ensure that the information provided in notification in accordance with paragraph 16 of this article is correct, complete, and accurate. The Partner shall subsequently determine whether to inform the data subjects or the relevant regulatory authorities. The Owner shall cooperate with the Partner and take reasonable steps to assist in the investigation, mitigation, and remediation of the data breach.
18. The Owner shall assist the Partner in fulfilling its obligation to respond to data subject requests under GDPR Chapter III (access, rectification, erasure, restriction, portability, objection). Where a data subject contacts the Owner directly, the Owner shall promptly redirect the request to the Partner. The App provides the Partner with tools to directly manage data subject requests (viewing, editing and deleting personal data). For requests requiring the Owner's assistance, the Partner shall contact security@onsinch.com.
19. The Partner may conduct audits or inspections, either itself or through a mandated third-party auditor, subject to reasonable advance notice (minimum 48 hours) and during normal business hours. The audit shall not unreasonably disrupt the Owner's operations. The Owner may satisfy audit requests by providing relevant documentation, certifications, or third-party audit reports where available.
20. Upon termination of the Agreement, the Partner may request a full export of all personal data held by the Owner (database export, uploaded files) in a machine-readable format. Following termination, the Owner shall retain personal data for a period of up to 4 years in accordance with its published privacy policy and applicable legal retention requirements (Czech civil law limitation periods). The Partner may request earlier deletion at any time by written instruction to security@onsinch.com.
21. Upon deletion of personal data from production systems (whether at the end of the retention period or upon earlier Partner's request), backup copies containing such data shall be permanently removed through the natural backup rotation cycle. The destruction of data encompasses the destruction of all existing copies and backups. The Owner shall confirm deletion in writing upon request.
22. The Owner is not responsible for incidents related to personal data (such as unauthorised access or data leakage) which occurred because the Partner or persons authorised by the Partner to use the App did not observe the Owner's security instructions or general electronic safety rules (e.g., leaving devices unattended, using weak passwords, providing access to untrustworthy persons).
23. The Owner undertakes to indemnify the Partner for claims raised by data subjects, supervisory authorities, or other third parties as a consequence of the breach of the Owner's statutory or contractual duties related to Personal Data processing under this Article 16. Indemnification in such cases is limited up to a maximum amount of the Partner's yearly fee excluding VAT stipulated in the Agreement (or 12 times the Partner's monthly fee excluding VAT stipulated in the Agreement). In case of "pay as you go" billing model the indemnification shall be limited to the amount of total fees paid by the Partner to the Owner within the first year of the Agreement duration.
24. The liability of each Contracting Party under this Article 16 is subject to the limitations and exclusions of liability set out in the Agreement and these TC, except that neither party's liability for breaches of data protection obligations shall be limited where such limitation is not permitted by applicable law - Act No. 89/2012 Coll., Czech Civil Code.
25. All Personal Data received by the Owner from the Partner or collected by the Owner within the framework of Agreement and these TC is subject to a duty of confidentiality and shall not be disclosed to any third parties except sub-processors listed in paragraph 9 of this Article. This duty of confidentiality shall not apply where the Partner has expressly authorised disclosure, where disclosure is reasonably necessary for the performance of the Agreement, or where there is a legal obligation to disclose. The duty of confidentiality survives the termination of the Agreement.
26. Provisions of this Article 16 take effect upon the Partner's acceptance of the Agreement and shall remain in effect until all personal data has been deleted in accordance with paragraph 20 and/or 21 of this article with the exception of provisions in paragraphs 16, 17 and 19 to 25 which survive the termination of the Agreement.
27. The Contracting Parties undertake that, if necessary, they will provide each other with all cooperation in ensuring the fulfilment of their obligations, in particular according to Articles 32 to 36 of the GDPR.

ARTICLE 17: Miscellaneous

1. None of the Contracting Parties is entitled to unilaterally assign rights or transfer obligations arising from the Agreement to a third party without the prior written consent of the other Contracting Party, or unilaterally set off (in Czech: započíst) claims arising on the basis of the Agreement against any claims of the other Contracting Party.
2. The Owner is entitled to unilaterally change these Terms and Conditions, whereby at the time of notification, the modified Terms and Conditions automatically become part of the Agreement on the date of delivery of the notification to the Partner. Changes to the TC will be notified to the Partner by e-mail or notification in the App. If the Partner does not agree with the change of these TC, he has the right to terminate the Agreement within 14 days with a two-month notice period, by written notice delivered to the Owner. The notice period begins on the day following delivery of the notice to the Owner.
3. In the event that some provision of these TC is or becomes invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of these TC as a whole shall not be affected. In this case, both Contracting Parties undertake without reservation that the invalid provision of the General Terms and Conditions will be amended to the extent necessary to eliminate the invalidity, ineffectiveness or unenforceability, or will be deleted and replaced by a new provision, which in its content, meaning and purpose will be as close as possible to the replaced provision.

ARTICLE 18: Effective date

1. These TC become effective on the 20th of August 2026

OnSinch, s.r.o.