1.1. Unless otherwise provided in the Service Agreement, in these General Terms and conditions the following definitions are applicable:
- “Terms” means these General Terms and Conditions;
- “Client” or “you” means the party in receipt of the Services provided by COREDO;
- “COREDO” or “we” mean RES JUDICATA s.r.o., i.e. a company incorporated and existing under the laws of Czech Republic with company number: 28548159 and legal address: Olšanská 2898/4h, Žižkov, 130 00 Praha 3, Czech Republic;
- “Services” means the consultancy services to be provided by COREDO to its Clients in accordance with the Service Agreement between COREDO and such Clients;
- “Service Agreement” means an agreement, written or verbal, which set out the terms and conditions for the service between the Client and COREDO, determining the scope of the Services to be provided and the fee for such Services;
- “Negotiations” means any communication whether in writing, by electronic means, orally or in any other form between the Client and COREDO about the providing of Services;
- “COREDO Website” means www.coredo.eu, where the Services are specified;
- “Business Day” means a day other than Saturday, Sunday or public holidays provided for in the laws of Czech Republic as non-working days;
- “Data Protection Legislation” means the General Data Protection Regulation (EU 2016/679) and any amendment of replacement of it in force in the laws of Czech Republic from time to time;
- “Intellectual Property Rights” mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in goodwill and to sue for passing off, rights in design, rights in computer software, database right, moral rights and other intellectual property rights, in each case whether registered or unregistered and including all applications for and all renewals or extensions of such rights and all similar or equivalent rights or forms of protection in any part of the world;
- “Confidential Information” means:
1) any information concerning the Disclosing Party’s employees, management, owners, business partners or clients;
2) the contents and existence of the Parties’ discussion regarding the Purpose, the terms and conditions, and their potential business relationship;
3) any and all information, data, business plans, company financial data, trade secrets or know-how disclosed to the Receiving Party or its Representatives, either directly or indirectly by the Disclosing Party whether before, on or after the Effective Date, whether in writing, by electronic means, orally or in any other form, in each case whether or not such information carries a mark affirming its confidentiality;
4) all information and related materials of whatever nature concerning the Purpose and commercial, financial, marketing, technical or other information of whatever nature, know-how, software code, trade secrets and other information concerning a Disclosing Party in any form or medium which is disclosed in any form (and by any person), together with any reproductions of such information in any form or medium or any part(s) of such information;
5) information relating to future plans of the Disclosing Party and/or its affiliated companies, its suppliers, clients or other third parties that is in use, planned, or under development, such as marketing strategies, new product research, pending projects and proposals, proprietary production processes, research and development strategies, and similar items;
6) any proposed costs and/or estimated fees for any of the services offered by the Disclosing Party;
7) and any other information that relates to the Disclosing Party that would be regarded as confidential by a reasonable business person;
but excluding any information which:
- is publicly available at the time of its disclosure or becomes publicly available other than a result of a breach by the Receiving Party;
- was in the possession of the Receiving Party or its Representatives prior to its being disclosed to the Receiving Party free of any restriction as to its use or disclosure prior to its being disclosed to the Receiving Party;
- following its disclosure to Receiving Party, becomes available to the Receiving Party (as can be demonstrated by its written records or other reasonable evidence) or its Representatives from a source other than the Disclosing Party, which source is not legally or contractually restricted from disclosing such information; or
- Receiving Party can show (as can be demonstrated by its written records or other reasonable evidence) has been independently developed by the Receiving Party without using the Confidential Information;
l. “Subcontractor” means an independent contractor, which is qualified to provide the applicable services and has been contracted by COREDO accordingly, as evidenced by an agreement in writing.
m. “AML Rules” means the principles for prevention of money laundering and terrorism financing arising from Act No. 253/2008 Coll. (AML law), on Selected Measures of the Legitimisation Of Proceeds Of Crime And Financing Of Terrorism, as amended.
1.2. The Тerms are the standard terms and conditions on the basis of which COREDO provides its Services to its Clients.
1.3. These Terms shall govern the provision of all Services by or on behalf of COREDO to its Clients and shall be applicable to all legal relationships between COREDO and its Clients.
1.4. These Terms enter into legal force from the moment of the Client’s consent to these Terms (“Effective Date”) and extends its legal effect to any negotiations and/or legal relations between the Client and COREDO from the moment of the Client’s first communication with COREDO, whether before, on or after the Effective Date of these Terms.
1.5. These Terms should be read in conjunction with any Service Agreement between COREDO and Client, which, where relevant, accompanies and may refer to these Terms. In the event of any inconsistency, conflict and/or contradiction between these Terms and the provisions of Service Agreement, the provisions of Service Agreement shall prevail.
1.6. By contracting on the basis of these Terms, the Client agrees to the applicability thereof in respect of future agreements between itself and COREDO, even if this is not expressly stated.
2. OUR SERVICES
2.1. COREDO shall provide Services to its Clients in compliance with all applicable laws, regulations, codes of practice, professional standards and with reasonable skill, care, good faith and professional practice, but COREDO does not warrant that the Services or any documents provided in relation to the Services will be error free or that any defects will be corrected.
2.2. COREDO shall determine at its own discretion the manner in which its Services will be provided to its Clients, taking into account, as far as is feasible, the reasonable requests and introductions expressed by the Clients.
2.3. COREDO shall be free to involve Subcontractors, availing of specific expertise, in the performance of its Services, provided that these third parties enter into confidentiality obligations similar to the confidentiality obligations applicable to COREDO.
2.4. COREDO shall provide its Services as an independent contractor and shall not be the servant or agent of the Client.
2.5. Any times or dates set forth in the Service Agreement for provision or completion by COREDO of the Services are estimates only and shall never be considered of the essence. Furthermore, the parties hereby acknowledge that the time schedule set out for the performance of the Services may change during the course of said performance. In no event shall the Consultant be liable for any delay in providing these Services.
2.6. Given the nature of the Services, it is assumed that the Client will not hold COREDO liable for any losses incurred of any nature, acting on the advice of its employees.
3. CLIENT’S OBLIGATION
3.1. The Client shall at all times duly and timely make available to COREDO all information and documents that COREDO deems necessary to be able to carry out its Services correctly.
3.2. The Client shall provide all cooperation required for the proper and timely performance of the Services and shall duly inform any facts and circumstances that may be relevant for COREDO in connection with provision of its Services.
3.3. The Client shall guarantee the correctness, completeness and reliability of any information and documents provided to COREDO. All information which the Client provide to COREDO shall be deemed to be true, accurate and not misleading to the best of your knowledge (this is important as COREDO will not verify the accuracy and completeness of the information which the Client provides unless COREDO have agreed to do so in providing the Services).
3.4. COREDO shall not be responsible for any loss or damage arising from reliance on any information, or for inaccuracy or other defect in any document, provided by the Client.
3.5. The Client shall notify immediately on any changes of information provided to COREDO.
3.6. The Client shall not publish or otherwise make available to any third party the contents of proposals, reports, presentations, memos, or other communications by COREDO. Furthermore, the Client shall not disclose any methods and work strategies used by COREDO in the provision of its Services without the latter’s written permission.
3.7. The Client shall not use name and opinions of COREDO in connection with any prospectus, financial statement or other public document without written consent of COREDO.
4. FEES AND EXPENSES
4.1. The Client shall pay to COREDO fees at the rate specified in the Service Agreement and/or invoice and/or other payment document.
4. 2. Unless otherwise stated in the Service Agreement, COREDO shall be entitled to be reimbursed by the Client for all traveling and lodging expenses reasonably and properly incurred by him in the performance of his duties hereunder subject to production of such evidence thereof as the Client may reasonably require.
4.3. Unless otherwise stated in the Service Agreement, payment will be made within ten (10) days of receipt of an invoice and/or other payment document, submitted for services provided. Payment shall be into the bank account mentioned in the invoice and/or other payment document.
4.4. Any extra costs arising from or related to any delays in the completion of the Services stemming from the failure of the Client to duly make available to COREDO the requested information and documentation, shall be fully borne by the Client.
5. CONFIDENTIALITY AND DATA PROTECTION
5. 1. Both during and after the provision of the Services, both parties shall keep confidential any information of the other party that is obtained in connection with the provision of the Services. Neither party shall use such information except in connection with the Services nor divulge it to any third party without the prior written permission of the other party.
5.2. The receiving party shall keep all Confidential Information in secret and not disclose it to any person and use the Confidential Information only for the purpose for which it was provided and for no other purpose.
5.3. All the rights and obligations, arising from data processing, shall be governed in strict accordance with applicable Data Protection Legislation.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. Any pre-existing Intellectual Property Rights of either party that are made available for use in connection with the provision of the Services shall remain vested in that party; the other party shall have a license to use those rights so far as may be necessary to enable that party to provide or to enjoy the benefit of the Services.
6.2. All Intellectual Property Rights that are created in the course of the provision of the Services shall belong to COREDO. The Client shall have a royalty free, perpetual license to use those rights to enable the Client to have the benefit of the Services for use within the Client’s own business.
7. FORCE MAJEURE
7.1. If either party is affected by Force Majeure, it shall forthwith inform the other party in writing of the matters constituting the Force Majeure and shall keep the party fully informed of the continuance and of any change of circumstances whilst such Force Majeure continues.
7.2. COREDO shall not be liable for any breach of its obligations resulting from a cause beyond its control including but not limited to fire, strikes, insurrection, riots, embargoes, shortage of materials, delays in transportation, requirements of civil or military authority, war, civil unrest or terrorist action, pandemics or another similar circumstances which can be considered as force majeure If a default due to any of these matters shall continue for 60 (sixty) days, COREDO shall have the right to terminate the S without liability to the Client by serving written notice on the Client.
8.1. These Terms shall remain in force until terminated either by the Client or the Company.
8.2. COREDO reserves the right to cease these Terms at any time, at its own discretion without explaining the reasons for this decision, but in any case in strict accordance with law and Service Agreement.
8.3. COREDO will endeavour to give the Client at least 14 (fourteen) days’ notice of its intention to bring its provision of Services to an end, but COREDO has the right to cease acting for you immediately if appropriate (especially when a client violates the AML law and/or AML rules), but in any case in accordance with law.
8.4. These Terms and other relevant documents will be immediately terminated to be in force in case if the Company and the Client mutually agreed on such immediate termination.
9. OBSERVANCE OF LEGAL REQUIREMENTS
9.1. COREDO shall carry out his obligations under the Service Agreement in a manner that conforms to relevant legal requirements.
9.2. In carrying out his obligations under the Service Agreement COREDO shall comply with relevant requirements contained in or having effect under current legislation relating to health, safety and welfare at work.
10. GOVERNING LAW AND JURISDICTION
10.1. The Service Agreement is governed by and interpreted in accordance with the laws of the Czech Republic.
10.2. All disputes which cannot be settled amicably and through negotiations shall be referred to the applicable courts in the Czech Republic, and the parties consent to the jurisdiction of the courts there.
11. FINAL PROVISIONS
11.1. All provisions of Terms, which by their nature shall extend beyond the termination of these terms, will continue to be binding and operate after the termination or expiration of these terms, in particular protection of all Intellectual Property Rights and Confidential Information of the parties.
11.2. In case any provision in these Terms shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
11.3. These Terms shall apply jointly with the Service Agreement and shall have legally binding and mandatory effect for the Parties.