Terms of Cooperation with MIBFORMA a.s.

General Terms and Conditions

1. Introductory Provisions

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

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

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

These Terms govern the contractual relationship between Mibforma and the Partner in the matters they cover. In all other matters, the terms agreed upon when the contractual relationship was established apply.

2. Contracting Parties

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

“Partner” means a self-employed natural person or a legal entity with whom Mibforma has established a contractual relationship for the purpose of carrying out business activities under the agreed terms and subject to these Terms.

3. Contractual Relationship

The contractual relationship between Mibforma and the Partner is, as a rule, established by a written contract in which both contracting parties have agreed on the framework and/or specific terms of their business cooperation. The contractual relationship may also be established by the written acceptance of a Mibforma order delivered to the Partner, provided the order contains the essential elements of the relevant type of contract.

(The contract or accepted order is hereinafter referred to as the “Contract”.)

A legal act by a contracting party counts as written even when it is made by electronic means that capture its content and identify the person acting.

4. Conflict Rules

These Terms automatically apply to every contractual relationship between Mibforma and the Partner established by a Contract, unless the contracting parties expressly exclude them in the Contract. This applies to every contractual relationship established after the date these Terms first take effect.

Deviating provisions in the Contract take precedence over the wording of the Terms.

Once the Contract is concluded, the binding provisions of the Terms replace all previous agreements between the contracting parties, in whatever form they were made, to the extent of the matters the Terms cover.

5. Confidentiality Obligation

5.1 Confidential information means:

(i) all information, in any form, that one contracting party receives from the other in connection with performing the subject of the Contract;
(ii) the trade secrets of each contracting party; and
(iii) the existence and content of the Contract

(hereinafter “Confidential Information”). It does not include information that is or becomes publicly available, other than as a direct or indirect result of any breach of the Contract, and that anyone can obtain without significant effort.

5.2 Each contracting party shall keep the Confidential Information secret and protect it with the due care of a prudent businessperson. Beyond that, it shall apply the same care and security measures it uses to protect its own trade secrets. Each contracting party may use the Confidential Information only in connection with performing the subject of the relevant Contract. It shall not disclose the Confidential Information or make it available to any third party without the prior, express and written consent of the other contracting party.

5.3 Each contracting party shall pass its obligations under this confidentiality obligation, to the same extent, on to its employees and to any third parties that have a legal relationship with it and either:

• are entrusted with performing the subject of the relevant Contract or any related activity; or
• have access to the Confidential Information.

If those persons breach the obligations passed on to them under the previous sentence, the contracting party that engaged them is directly liable to the injured contracting party. The injured party may bring its claims directly against that contracting party.

5.4 Each contracting party may disclose Confidential Information to the extent strictly necessary as required by:

a) any final and enforceable court decision; and/or
b) generally binding legal regulations.

5.5 If a contracting party is required to disclose Confidential Information under this Article, it undertakes, to the extent permitted by generally binding legal regulations, to inform the other contracting party in advance of all circumstances and the scope of the information to be disclosed. It shall also discuss with the other party possible steps to prevent such disclosure.

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

5.7 The confidentiality obligation applies to both contracting parties in connection with each concluded Contract for its entire term. It survives the end of each such term by two (2) years.

6. Non-Competition and Non-Solicitation Obligation

6.1 Each contracting party undertakes not to:

a) contact the other contracting party’s customers in any way, without the other party’s prior written consent, for the purpose of performing the subject of the Contract or any part of it;
b) contact, in any way, the other contracting party’s employees or persons in a similar contractual relationship with it in order to recruit them.

6.2 For each individual breach of the non-competition and non-solicitation obligation by one contracting party, the injured contracting party is entitled to a contractual penalty of EUR 10,000.

6.3 The non-competition and non-solicitation obligation applies to both contracting parties in connection with each concluded Contract for its entire term. It survives the end of each such term by one (1) year.

7. Intellectual Property Protection

7.1 When the Partner performs the subject of the Contract, it may create a work protected under the Copyright Act (Act No. 185/2015 Coll., as amended; hereinafter the “Copyright Act”). This includes in particular computer programs, databases, analyses, system designs and target concepts (hereinafter a “Copyright Work”).

7.2 The Partner warrants to Mibforma that the Copyright Work will be an employee work within the meaning of the Copyright Act.

7.3 Depending on the Partner’s legal status (self-employed natural person or legal entity), the following rights and obligations apply to the Copyright Work:

7.3.1 Mibforma will exercise, in its own name and on its own account, all economic copyrights to the Copyright Works that the Partner has delivered to Mibforma to fulfil its obligations under the Contract. Mibforma will exercise these rights by operation of law, i.e. under Section 90 of the Copyright Act No. 185/2015 Coll.

7.3.2 For any Copyright Work under the previous paragraph, the Partner grants Mibforma its express, unconditional and irrevocable consent to:

• make the work public;
• modify and adapt it, including translating it;
• combine it with another work;
• include it in a collective work;
• complete it if it is unfinished.

The Partner also consents to Mibforma granting the consents in this paragraph and the previous paragraph to any third party.

7.3.3 If Mibforma cannot exercise the rights to the Copyright Works directly under paragraph 7.3.1, the Partner shall, at Mibforma’s request and without undue delay, perform all legal acts necessary to assign the right to exercise the economic copyrights to the Copyright Work to Mibforma or a third party, in accordance with Section 90(1) and (4) of the Copyright Act No. 185/2015 Coll. Alternatively, the Partner shall otherwise dispose of these rights as contemplated by this paragraph, to the extent permitted by applicable law. In either case, it shall do so unconditionally, irrevocably and free of charge, having secured in advance the consent and cooperation of the authors of the Copyright Work concerned.

7.3.4 For this purpose, the Partner shall obtain written consent from every author involved in creating the Copyright Work (other than the Partner) to interference with the author’s moral rights in the Copyright Work. This consent shall cover at least the full extent permitted by applicable law, including the right to:

a) change, adapt and modify the Copyright Work, including creating updates, new versions or derivative versions in line with future technological development in mobile telecommunications and computer systems or in the relevant market;
b) combine the Copyright Work with another copyright work and include it in a collective work;
c) present the Copyright Work to the public under Mibforma’s name.

7.4 The Partner’s remuneration agreed in or in connection with the Contract under which the Partner created one or more Copyright Works fully reflects the Partner’s remuneration for:

• creating the Copyright Works; and
• ensuring that Mibforma, or a third party it designates, can exercise the economic copyrights to those works.

Any right of the Partner, or of authors other than the Partner, to additional remuneration under Section 90 of the Copyright Act No. 185/2015 Coll. (as amended, including the 2022 amendment) is excluded.

7.5 The Partner shall notify Mibforma in advance of all persons involved in performing the subject of the Contract. The Partner shall ensure that these persons cooperate as far as needed for the Partner to fulfil its own obligations under the Contract. If it turns out that the Copyright Work is subject to a third party’s right, the Partner is liable for all resulting damage and shall settle the third party’s claims at its own expense. A third party here means a person whose involvement Mibforma was not told about in advance, or whose cooperation the Partner did not properly secure.

7.6 Even after the contractual relationship established by the Contract ends, the Partner shall cooperate with Mibforma in all acts needed to prove, preserve and protect Mibforma’s rights arising from the exercise of intellectual property rights.

7.7 For each breach by the Partner of paragraph 7.2, 7.3.3 or 7.3.4, Mibforma is entitled to a contractual penalty of EUR 20,000.

8. Liability for Damage

8.1 The Partner shall make every effort to prevent damage and to minimise any damage that has already occurred. To this end, the Partner shall apply all the care and expertise with which it enters into the contractual relationship with Mibforma.

8.2 The Partner shall compensate Mibforma for damage it causes by breaching its obligations under applicable legal regulations and/or the Contract and/or the Terms. Compensation covers the full amount of both the pecuniary and non-pecuniary harm caused to Mibforma.

8.3 If the Partner uses a third party (e.g. an agent, employee or assistant) to perform the subject of the Contract, it shall compensate any damage that party causes as if the Partner had caused it.

8.4 The Partner can be released from the obligation to compensate damage only if it proves that it was prevented from fulfilling the obligation under the previous paragraph by an extraordinary obstacle that:

• was unforeseeable and insurmountable;
• arose independently of its will; and
• could not have been averted even with all due professional care.

8.5 Damage caused to Mibforma is compensated in money. Compensation covers actual damage and lost profit.

8.6 The Partner’s payment of a contractual penalty does not affect Mibforma’s right to compensation for damage. A contractual penalty that has been paid is not deducted from the amount of compensation for damage.

9. Amendments to the Terms

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

9.2 Mibforma shall notify the Partner of any amendment to the Terms at least 7 days before it takes effect, by notice sent to the Partner’s contact email address.

9.3 The Partner may reject an amendment to the Terms by written notice to Mibforma. At the same time, it must terminate each Contract for which it refuses to be bound by the amendment. The notice period is 10 days and starts on the day after Mibforma receives the termination notice.

10. Final Provisions

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

10.2 These Terms are drawn up in a Slovak version and an English version for information purposes. The Slovak version prevails.

10.3 These Terms are valid as of 15 February 2024 and take effect on 1 March 2024.

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Prepared by MH LEGAL – www.euoffice.cz