TERMS AND CONDITIONS

# Effective as of 1st April 2020

Shameless s.r.o., reg.no: 03423379,

with its registered seat at Švábky 52, 180 00, Praha 8,

incorporated in the Commercial Register kept with the Municipal Court in Prague, file no. C 231406

hereby issues these commercial terms and conditions pursuant to sections 1751 and following of Act no. 89/2012 Coll., The Civil Code, as amended (hereinafter referred to as the “Civil Code”):

ARTICLE 1

Definitions, Workers’ Qualifications

In these terms and conditions (hereinafter referred to as “ T&C”) the following words starting with capital letters shall have the following meaning:
1. Provider – company Shameless s.r.o. specified in the header of these T&C;
2. Client – entrepreneur who concludes a Contract with the Provider;
3. Entrepreneur – an entrepreneur as defined in section 420 or 421 o the Civil Code;
4. Contracting Parties or just Parties – Provider and Client;
5. Contract – Framework Contract for Services, particular Event Contract or, depending on context, both Framework Contract for Services and particular Event Contract;
6. Framework Contract for Services or just Framework Contract – an obligation formed by the Contracting Parties created by concluding a written Framework Contract or by other means specified below in these T&C which sets out rules for concluding and fulfilling particular Event Contracts;
7. Event Contract – contract concluded by the Contracting Parties governing their rights and obligations relating to the performance of Assignment by the Provider;
8. Assignment – procurement of Workers for Cultural Events, especially stagehands, steelhands, scaffolders, riggers, AV technicians, audio-visual machinery operators, runners, forklift drivers, working platform operators, stage managers, production assistants or wardrobe assistants;
9. Cultural Event – any event for which the Provider procures Workers pursuant to the Client’s Assignment;
10. Remuneration – monetary remuneration for completing Assignment determined by the Parties in the Contract or in these T&C;
11. Post Office – institution or other entity authorised to handle and deliver consignments in accordance with Act no. 29/2000 Sb., on postal services, as amended;
12. OnSinch App – online application (platform) used by the Provider in the course of his business where the Client may specify his orders and instructions regarding the Assignment, such as number, qualifications and other characteristics of Workers;
13. Worker – an employee of the Provider bound by employment contract, agreement to perform work (DPČ) or agreement to perform a job (DPP), or other individual (including entrepreneurs) providing services to the Provider based on contractual partnership (cooperation agreements, contracts for work etc.).
Workers procured by the Provider in the course of Assignment performance are entitled, depending on their expertise, carry out the following tasks:
1. Stagehands - they are trained to help and assist technicians or producers on site. Their main workload encompasses loading up and offloading vehicles / handling, transporting and installing the sound, light or projection technology / building ground support, stages and other stage structures / handling band equipment / putting up banners and decorations / preparing and maintaining event sites and other organizational services connected with the event. The following works are excluded from the Stagehands’ expertise: cleaning, security, works 1.5 m above ground, manipulating with vehicles for which special certification or other permit is needed.
2. Steelhands – they are trained to help and assist with building the scaffolding and other large structures such as ground support or stands. They usually work with Scaffolders to whom they hand heavy parts of iron structures. They are not allowed to perform works more than 1.5 m above ground.
3. Scaffolders – they are workers with certification and equipment required to carry out scaffolding works more than 1.5 m above ground.
4. Riggers – they are aerial workers with certification and equipment required to carry out specialized works connected with building up ground support and connecting and installing truss structures.

ARTICLE 2

Introductory Provisions

These T&C govern legal relationships between the Contracting Parties formed by the Contract conclusion.
Contracting Parties are bound by these T&C. Provisions of these T&C are an integral part of the Contract and mutual rights and obligations of the Contracting Parties are subject to these T&C from the moment when the Contract entered into effect.
These T&C apply unless the Contract or other written agreement between the Parties stipulate otherwise. If the Parties provide for their rights or obligations in Contract or a separate written agreement differently from these T&C, such agreement shall prevail. This is without prejudice to the provision of Article 14 paragraph 4 of these T&C.

ARTICLE 3

Governing Law and Means of Contract Conclusion

Rights and obligations of the Parties are governed by the law of the Czech Republic, especially by sections 2430 and following of the Civil Code.
The Contract may be concluded, and the content thereof may be agreed upon either by means of the OnSinch App (Article 4 of these T&C) or by means of email communication (Article 5 of these T&C). The means of Contract conclusion may, upon agreement of both Parties, differ in case of each Contract.
Client has the right to choose the preferred means of Contract conclusion based on previous agreement with the Provider. The Client shall communicate his choice to the Provider in his inquiry sent to the Provider via email. Upon request, the Provider shall provide to the Client additional information about available means of Contract conclusion.

ARTICLE 4

Concluding Contract by means of OnSinch App

Contract conclusion by means of OnSinch App encompasses the conclusion of Framework Contract and Event Contract(s).
1. In the Framework Contract the Provider undertakes to set up and provide to the Client an access to OnSinch App and procure for the Client in accordance with his requests in Event Contracts Workers for Client’s Cultural Events where each Event Contract is concluded by means and under the conditions set out in the Framework Contract.
2. In the Event Contract the Provider undertakes to procure for the Client in accordance with his requests entered into the OnSinch App for specific Cultural Events Workers such as stagehands, steelhands, scaffolders, riggers, AV technicians, audio-visual machinery operators, runners, forklift drivers, working platforms operators, stage managers, production assistants, wardrobe asisstants and the Client undertakes to pay Remuneration to the Provider.
Client agrees with the use of distance communication means during the dealings aimed at the conclusion of Framework Contract and Event Contract(s). Client undertakes to bear the costs he incurs in connection with concluding the Contract via distance communication means (such as internet connection fees, telephone fees etc.).

Concluding the Framework Contract by means of OnSinch App

The Framework Contract is concluded via distance communication means, especially email. This is without prejudice for the right of the Parties to enter into the written Framework Contract in paper form which becomes effective on the day of signing thereof by both Parties.
Prior to the conclusion of Framework Contract, the Client shall send to the Provider via email an inquiry for services based on which the Provider will send to the Client a price calculation along with the price list for services. Such price calculation shall be deemed as an offer to conclude the Framework Contract.
The Framework Contract is concluded at the moment when Client’s acceptance of the offer to conclude the Framework Contract is delivered to the Provider’s email address. Unless the Parties agree otherwise, acceptance of the offer shall be made within 3 working days since the receipt thereof. Late acceptance of an offer has the effect of timely acceptance if the Provider, without undue delay, informs the Client that he considers the acceptance to have been made in due time.
An expression of will which contains addenda, reservations, limitations or other changes constitutes a rejection of an offer and is considered to be a new offer. Under these circumstances, the Framework Contract is concluded at the moment when Provider’s acceptance of the offer to conclude the Framework Contract is delivered to the Client’s email address.

Concluding the Event Contract (Order) by means of OnSinch App

The Event Contract is concluded by means OnSinch App via procedure when the Client enters his requests regarding the quality of Assignment in connection with particular Cultural Event into the prepared OnSinch App form (e.g. number of Workers, required qualifications, location of the Cultural Event). Other requests may be entered into the field under the OnSinch App form. Confirmation of the data entered into the form and submission thereof into the OnSinch App shall be considered as an offer to conclude the Event Contract.
Offer to conclude the Event Contract shall be made no later than 96 hours before commencement of the particular Cultural Event.
Acceptance of the offer to conclude the Event Contract is made at the moment of approval of the proposed Cultural Event by the Provider (at the moment of validation of data entered into OnSinch App in accordance with paragraph 7. of this article).
In the event that it is not possible to accept the offer to conclude the Event Contract, the Event Contract is not concluded. Provider shall inform the Client about the reasons of declining the offer and eventually shall instruct the Client about the steps that need to be taken in order to prepare a valid offer.
Shall the offer to conclude the Event Contract (data input) be made later than 96 hours before the commencement of the particular Cultural Event, the Provider is entitled to an additional “last-minute” remuneration for completing the Assignment in accordance with the last effective price list or price calculation. Client’s refusal to pay the additional remuneration releases the Provider from his obligation to complete Assignment.
If the Cultural Event is cancelled, does not take place for other reasons or if there are circumstances giving rise to the possibility of the Cultural Event being cancelled in the future, the Client is obliged to inform the Provider without any undue delay. Based on the provided information the Parties shall discuss the possibilities of amending or terminating the Contract.
The Client may revoke the Assignment based on the Event Contract (cancel the Cultural Event) before the commencement of the Cultural Event. Revocation of the Assignment shortly before the commencement of the Cultural Event is subject to a last-minute cancellation penalty in accordance with the Provider’s last effective price list (or other pricing conditions which the Client had acknowledged before the Event Contract conclusion) where the cancellation penalties and cancellation periods are specified.
Shall the Assignment be revoked by the Client, the Provider has the right to reimbursement of costs which he reasonably incurred in connection with the Assignment and its preparations. The Provider has the same right with respect to costs incurred by him before the Client substantially changed his requests regarding the quality of Assignment (e.g. by lowering the number of Workers, change of Cultural Event date or place).

ARTICLE 5

Concluding Contract by means of email

Contract conclusion by means of email encompasses the conclusion of Event Contract(s).
Client agrees with the use of distance communication means during the dealings aimed at the conclusion of Event Contract(s). Client undertakes to bear the costs he incurs in connection with concluding the Contract via distance communication means (such as internet connection fees, telephone fees etc.).
The Event Contract is concluded via distance communication means, especially email. This is without prejudice for the right of the Parties to enter into the written Event Contract in paper form which becomes effective on the day of signing thereof by both Parties.
Prior to the conclusion of Event Contract, the Client shall send to the Provider via email an inquiry for services with the specification of his requests regarding the quality of Assignment in connection with particular Cultural Event (e.g. number of Workers, required qualifications, location and date of the Cultural Event). Based on such inquiry the Provider will send to the Client a price calculation which shall be deemed as an offer to conclude the Event Contract. Before the conclusion of the first Event Contract the provider shall also send to the Client a price list for services. Upon conclusion of such first Event Contract the price list becomes binding and effective for all Event Contracts concluded between the Provider and the Client in the future unless it is later replaced by a new price list or the Parties agree otherwise in case of a particular future Event Contract.
Event Contract is concluded at the moment when the acceptance of the offer to conclude the Event Contract (acceptance of the price calculation) is delivered to the Provider. Unless the Parties agree otherwise, the acceptance must be made by the Client within 3 working days since the delivery thereof and no later than 96 hours prior to the announced commencement of the Cultural Event. Late acceptance of an offer has the effect of timely acceptance if the Provider, without undue delay, informs the Client that he considers the acceptance to have been made in due time.
An expression of will which contains addenda, reservations, limitations or other changes constitutes a rejection of an offer and is considered to be a new offer. Under these circumstances, the Event Contract is concluded at the moment when Provider’s acceptance of the offer to conclude the Event Contract is delivered to the Client’s email address.
Shall the Client’s inquiry (in accordance with paragraph 4. of this article) be made later than 72 hours before the commencement of the particular Cultural Event, the Provider is entitled to an additional “last-minute” remuneration for completing the Assignment in accordance with the last effective price list or price calculation. Client’s refusal to pay the additional remuneration releases the Provider from his obligation to complete Assignment.
If the Cultural Event is cancelled, does not take place for other reasons or if there are circumstances giving rise to the possibility of the Cultural Event being cancelled in the future, the Client is obliged to inform the Provider without any undue delay. Based on the provided information the Parties shall discuss the possibilities of amending or terminating the Contract.
The Client may revoke the Assignment based on the Event Contract (cancel the Cultural Event) before the commencement of the Cultural Event. Revocation of the Assignment shortly before the commencement of the Cultural Event is subject to a last-minute cancellation penalty in accordance with the Provider’s last effective price list (or other pricing conditions which the Client had acknowledged before the Event Contract conclusion) where the cancellation penalties and cancellation periods are specified.
Shall the Assignment be revoked by the Client, the Provider has the right to reimbursement of costs which he reasonably incurred in connection with the Assignment and its preparations. The Provider has the same right with respect to costs incurred by him before the Client substantially changed his requests regarding the quality of Assignment (e.g. by lowering the number of Workers, change of Cultural Event date or place).

ARTICLE 6

Remuneration and payments

Remuneration is determined based on Client’s individual requests regarding the quality of Assignment in the Event Contract and also based on circumstances which occur in the course of performance of the Assignment. Final amount of Remuneration will be stated on the invoice issued by the Provider after the calculation and billing of all components of Remuneration in accordance with this article.
As regards Event Contracts concluded by means of OnSinch App, the amount payable for individual components of Remuneration (e.g. hourly rate for Worker’s labour, travel costs, last-minute fees, penalties and other additional payments) shall be determined by the Provider’s price list which is effective at the time of Event Contract conclusion and which the Client had previously agreed with. During the preparation of an order (where the Client specifies his requests), the OnSinch App will display to the Client the indicative amount of the Remuneration for the requested amount of work. The Client acknowledges that such pre-calculated and displayed amount in the OnSinch App is indicative and nonbinding and may be later altered with respect to the characteristics of Assignment or subsequent changes thereof (changes in shift timetable, changes of dates, additional charges such as cancellation fees and other payments stated in these T&C or the Provider’s price list.
As regards Event Contract concluded by means of email, the amount payable for individual components of Remuneration shall be determined by the Provider’s calculation which has been accepted by the Client prior to the Event Contract conclusion. In the event that, pursuant to the agreement of the Parties or their regular dealings, the calculation had not been sent to the Client but at the same time the Client had been familiarised with the Provider’s price list, the Remuneration shall be determined in accordance with such price list.
4. Remuneration may encompass additional charges (e.g. last-minute order fees, cancellation fees, travel costs) to which the Provider is entitled in accordance with the agreement of the Parties or these T&C. Rate of such additional charges shall be determined by the Provider’s price list which is effective at the time of Event Contract conclusion.
For the avoidance of any doubt the Parties agree that the amount payable for components of Remuneration based on an hourly / daily rate shall be calculated and billed with respect to the actual number of hours / days worked irrespective of the number of hours stated in the order (offer to conclude the Event Contract or the price calculation). This shall apply especially in the situation where the Client requests more work hours / days than he formerly ordered or where the need to provide more work hours / days becomes apparent during the performance of the Assignment.
Unless agreed otherwise between the Parties, the Remuneration becomes due on the due date stated on the invoice issued by the Provider and delivered to the Client. Remuneration shall be paid via bank transfer to Provider’s bank account specified on the invoice.
The invoice shall be issued by the Provider within 15 days since the realization of the taxable transaction. Unless agreed otherwise between the Parties, the invoice shall become due minimum within 14 days since the receipt of the invoice by the Client. The Provider undertakes to deliver the invoice to the Client without any undue delay since its issuance.
The invoice shall be issued in electronic form and delivered to the Client’s email address.
Shall the invoice include incorrect or inaccurate data or be incomplete, the Client is entitled to return the invoice to the Provider before the due date and specify the shortcomings of the invoice. The Provider is obliged to correct the data on the invoice or issue a new invoice. Such corrected or new invoice shall become due minimum within 14 days since the receipt of the invoice by the Client.
The Remuneration is paid on the date when the billed amount is credited to the Provider’s bank account. Client must specify the payment with variable stated on the invoice.
The Parties hereby agree that the failure to perform the payment of Remuneration properly and on time constitutes a substantial breach of the Contract.
The Provider is entitled to unilaterally change or otherwise amend the price list effective between the Parties as a consequence of Client’s default with payment of the invoice.
The price list shall be sent to the Client in response to his inquiry for services (paragraphs 4.4 and 5.4 of these T&C) and remains effective until the replacement thereof by a new version of the price list. The Client shall be notified about such replacement before the new price list enters into effect. This is without prejudice to the provision 6.12 of these T&C. The Client has, at any time, the right to request from the Provider an electronic copy of the current binding and effective price list.

ARTICLE 7

Performance of Assignment

The Provider undertakes to perform the Assignment with professional care, at his own expense and in time. Shall the Provider realize during the performance of the Assignment the necessity of prolongation of the term of completion of the Assignment, he is obliged to obtain Client’s consent unless such necessity is clear from Client’s previous requests or needs.
The Provider is obliged to notify the Client about all facts and circumstances with which he is familiar, and which may affect the performance of the Assignment or Client’s instructions.
In the place of performance (place of Cultural Event) the Client gives his instructions regarding the performance of the Assignment through his designated employee or other representative to the Provider’s crewboss (Provider’s designated employee). Provider shall provide the Client with crewboss’ contact information sufficiently before the commencement of the Cultural Event.
Unless explicitly agreed otherwise, the Provider is entitled to use works and services of third parties (subcontractors) during the performance of the Assignment. In such case the Provider is liable in the same way as if he performed himself.
Provider’s right to Remuneration (unless stipulated otherwise in these T&C) is created upon completion of the Assignment.
The Assignment is completed when the Provider’s Workers are present and ready to perform works connected with the Assignment at the stipulated time and place as agreed in the Event Contract.
The Assignment is deemed to be completed also if the Provider’s Workers are present and ready to perform works connected with the Assignment at the stipulated time and place as agreed in the Event Contract despite the Cultural Event does not take place and the Client failed to inform the Provider about such circumstances in accordance with these T&C.
Any shortcomings regarding the Provider’s performance of Assignment must be notified immediately after discovery thereof to the Provider and the Parties must cooperate on order to correct such shortcomings.
The Provider shall indemnify the Client for damage demonstrably suffered by the Client as a result of Provider’s faulty breach of Contract.

ARTICLE 8

Rights and Duties of the Parties

The Provider is obliged to Ensure that his Workers procured for the Cultural Event are appropriately trained in the area of Occupational safety and health and fire safety (hereinafter referred to as “OSHFS”).
The Provider shall, before commencement of performance of the Assignment, introduce the Client to the OSHFS rules which his Workers are obliged to observed. The Client must familiarise himself with such OSHFS rules and provide the crewboss only with instructions which are compliant to the respective OSHFS rules.
The Provider shall inform the Client about the discrepancy between Client’s instructions and binding OSHFS rules and wait with further works until the Client’s instructions are compliant with the binding OSHFS rules.
The Client acknowledges that the Provider’s Workers are permitted to carry out exclusively the works and tasks which are compliant with their expertise and/or profession (stagehands, steelhands, riggers scaffolders etc.). Provider’s Workers are prohibited from fulfilling tasks that do not fall within their field of expertise.
The Client is obliged to provide the Provider’s Workers with sufficient tools and equipment necessary for the performance of Assignment. The Client acknowledges that the Provider’s Workers are not allowed to receive from the Client and dispose of any Client’s values, except for standard work tools and equipment, especially things of substantial value.
The Client is obliged to provide the Provider’s Workers with:
1. necessary amount of water to stay hydrated, basic catering and the opportunity to take obligatory work breaks in accordance with the Czech Labour Code;
2. lockable premises (dressing room, modular cabin, vehicle or other premises) suitable for storing Workers’ personal items during the performance of Assignment. In case it is not possible to provide any lockable premises in accordance with the previous sentence, the Client shall at least ensure that the Provider’s Workers may leave their personal things in a constantly guarded place;
3. satisfactory hygienic conditions.
The Client is further liable for:
1. damage, loss or injury suffered by the Provider or Workers caused by a failure of provided technology, tools or equipment;
2. damage, loss or injury suffered by the Provider or Workers caused by theft or loss of Worker’s personal things during the performance of the Assignment or Cultural Event;
3. ensuring proper safety standard in the place of performance of the Assignment and compliance with the safety laws and regulations;
4. environmental protection in the place of performance of the Assignment or Cultural Event in accordance with relevant binding legislature;
5. ensuring fire safety in the place of performance of the Assignment or Cultural Event and evacuation thereof if needed.
The Client undertakes to refrain from employing or otherwise cooperating, irrespective of the nature of the legal relationship (e.g. labour law, civil law), with Provider’s Workers, unless both Parties agree otherwise in writing. For the avoidance of doubt the Parties agree that the restriction set out in previous sentence shall apply to employing or cooperating with any Workers who rendered works or services for the Client during any Assignment agreed between the Provider and the Client in the past, provided that the Client was aware or at leas should have been aware of such circumstances.
In case of breach of Client’s obligation set out in paragraph 8. of this article, the Client undertakes to pay to the Provider a contractual penalty of 50.000 CZK (fifty thousand Czech Crowns) for each such individual breach. This is without prejudice to the Provider’s right to claim damages for breach of Client’s obligation secured by the contractual penalty.
In Case of failure of the Client to comply with provisions of article 8 paragraph 6 letters a. – c., the Provider is entitled to procure stipulated consideration (water, catering, lockable premises etc.) himself, at the Client’s expense. Any costs reasonably expended by the Provider may be billed to the client by means of invoice issued in accordance with article 6 of these T&C.
The Provider is entitled, unless explicitly agreed otherwise between the Parties, to promote Cultural Events through his own communication channels (social media, websites etc.) or otherwise inform the public about the Cultural Event and his own activities connected therewith.

ARTICLE 9

Consequences of default and breach of Contract

In the event of Client’s default with payment of Remuneration or any component thereof, or any other monetary obligation stemming out of the Contract, other agreement existing between the Parties and/or these T&C (hereinafter referred to as the “Monetary Obligation”), the Client undertakes to pay to the Provider a contractual penalty of 0,1 % daily calculated from the amount of Monetary Obligation.
Provider’s claim for payment of interest on late payments and/or contractual penalties does not release the Client from his obligation to pay Monetary Obligation and it is without prejudice to the right of the Provider to claim damages in the amount which is not covered by the contractual penalty. The Client is obliged to pay the contractual penalty irrespective of fault. Liberations or defences to responsibility do not affect eventual Client’s obligation to pay contractual penalties. Withdrawal from the Contract does not release the Client from his obligation to pay contractual penalty.
The Provider has the right, not an obligation, to accept and record Client’s payments in the following order:
1. accessories of the claim (in the following order pursuant to Section 3 of Government regulation no. 351/2013 Coll. – stipulated costs related to the enforcement of claim, costs of legal representation, interest on late payments);
2. contractual penalties (in order stipulated in these T&C);
3. claims for damages;
4. principals of debts (in order determined by the due dates).

ARTICLE 10

Delivery of correspondence

Unless agreed otherwise by the Parties, the delivery of correspondence between the Parties shall be governed by the following rules:
1. Client sends documents to the Provider’s seat address;
2. Provider sends documents to the Client’s address specified in the Contract, or to another address for delivery of correspondence specified by the Client, or to the Client’s email address specified in the Contract, or another Client’s email address normally used for communication between the Parties. Shall any doubt occur, the document is deemed to be delivered to the Client on the third calendar day after it was dispatched (for the purpose of invoice delivery, the invoice is deemed to be dispatched on the day following after the day of its issuance), unless the Client proves that the document could not objectively get into his disposal;
3. in other cases, if the documents are delivered via public data network to the Client’s electronic address, the document is deemed to be delivered upon the confirmation of receipt by the Client;
4. in case of recorded delivery letters, the day of delivery shall be:
  1. third day after the dispatch of the delivery, unless proven otherwise;
  2. the day of Client’s refusal to accept delivery;
  3. tenth day of the deposition period where the delivery of the deposited written document fails to collect the written document within the timeline of 10 days of the date when it was available for collection at the Post Office;
  4. the day when the Provider is notified by the Post Office about the impossibility to deliver the document to the Client because he is not present at the correspondence delivery address / he moved to a different address / he is unknown at the address.

ARTICLE 11

Dispute resolution

The Parties have agreed that all property disputes arising from the Contract and/or in connection with it shall be finally decided with the Arbitration Court attached to the Czech Chamber of Commerce and the Agricultural Chamber of the Czech Republic by one arbitrator appointed by the President of the Arbitration Court. The parties agree that the place of arbitration proceedings is the seat of the Arbitration Court in Prague. Furthermore, the parties agree that the disputes shall be decided in a simplified procedure without hearing, exclusively on the basis of written documentation, and that the decision may be without rationale. Furthermore, the Parties agree that the procedure costs shall be awarded by the Arbitration Court to the successful Party in accordance with the ministerial decree no. 177/1996 Coll., regulation on lawyer’s tariff, as amended. This arbitration clause remains effective also after the Contract termination.

ARTICLE 12

Contract termination

Contract may be terminated by mutual agreement of the Parties at any time.
The Client has the right to terminate the Contract without notice period in the event of Provider’s failure to complete the Assignment properly and in time.
The Provider has the right to withdraw from the Contract in the event of Client’s failure to pay Remuneration properly and in time (on the due date at the latest). Withdrawal from the Contract is without prejudice to the right of the Provider to claim Remuneration and other Monetary Obligations stemming out of the Contract from which the Provider withdrew.
The Contract may be unilaterally terminated by any Party’s written notice with one-month notice period. The notice period begins on the first day of the calendar month following the calendar month in which the written notice was delivered to the other Party.
The client may terminate the Contract in the event of unilateral change of these T&C in accordance with article 15 paragraph 1 of these T&C.

Article 13

Personal data protection

The Parties undertake to fulfil the obligations and to comply with the limitations provided for in the relevant legal regulations concerning the protection of personal data and by any special agreements existing between the parties. The Parties shall observe the applicable data protection regulations, in particular those valid in Czech Republic and the EU, and shall deal with personal data in confidence and collect, process and use such data only to the extent that is permitted by relevant legislation and take steps to prevent unauthorized or accidental access to personal data, alteration, destruction or loss, unauthorized transmission, unauthorized processing or other misuse thereof.
Each Party is responsible for the lawfulness of processing of personal data transferred or otherwise made available to the other Party in connection with the performance of the Contract.
If, during the performance of the Contract, the Parties are classified as the controller and processor of the personal data in accordance with art. 4 paragraph 7) and 8) of the GDPR, they undertake to enter into a special Data Processing Agreement pursuant to the Art. 28 paragraph 3 GDPR where they will provide for their rights and obligations connected with the processing of personal data which the Provider carries out for the Client.
The Client declares that he is a customer of the Provider and gives to the Provider his consent in accordance with Section 7 of Act no. 480/2004 Coll. to receive to his electronic address all forms of communication intended to promote both directly and indirectly goods and services (commercial messages). The Provider must ensure that the Client may revoke his consent at any time without penalty.

ARTICLE 14

Miscellaneous

In accordance with Section 558 subsection 2 of the Czech Civil Code the Parties declare that no business usage does not take precedence over non-compelling provisions of a statute.
Contrary to Section 692 of the Czech Civil Code the Parties agree that the length of a limitation period with respect to rights of the Parties stemming out of Contract, its breach or termination, the limitation period shall be 5 years.
The Parties hereby explicitly exclude the application of Section 1740 subsection 3 of the Czech Civil Code so that a response with an addendum or a variation which does not substantially alter the terms of an offer is not an acceptance thereof.
The Parties hereby explicitly declare that if the Client makes or reference in accordance with Section 1751 subsection 2 of the Czech Civil Code to his commercial terms which are, even partly, contradictory to the Contract, these T&C or other agreement between the Parties, such reference is invalid and by entering into the Contract the Client takes such reference back. Client’s commercial terms are inapplicable as whole.
The Parties hereby explicitly exclude the right of the Client to set off his claims unilaterally against the claims of the Provider pursuant to Section 1982 of the Czech Civil Code. Setting of Client’s claims is possible exclusively by means of a written agreement with the Provider.
The Parties agree that the Client may not, without prior written consent of the Provider, assign any of his claims against the Provider to a third person.

ARTICLE 15

Final provisions

Provider has the right to, at any time, to revoke, amend or otherwise modify these T&C. Such amendment or modification must be notified in writing to the Client, especially by means of email notification sent to the Client’s email address. Rights and duties created before the effectiveness date of the new version of T&C are not affected. The Client may express his disagreement with the amendment or modification of the T&C within 14 days since the receipt of the notification. Within the same period the Client has the right to terminate the Contract by a written notice delivered to the Provider. In such case the notice period is 14 days since the delivery of the notice to the Provider.
Legal relationships between the Client and Provider in connection with the Contract (Framework Contract and Event Contract(s)) are governed by the version of these T&C which is effective at the time of respective Contract conclusion, except for cases mentioned in paragraph 1. of this article.
These T&C are drafted in Czech and English language. Shall any discrepancies occur, the Czech version takes precedence.
Relevant parts of these T&C remain in force and effect until all rights and obligations between the Client and the Provider are settled.
Should any provision of these T&C be invalid or ineffective for any reason, this shall not cause ineffectiveness or invalidation of other parts of these T&C. The Parties undertake to replace by mutual agreement the provision in question with other provisions corresponding to the purpose of the invalid or ineffective provision.
By concluding a Contract, the Client expresses his consent with these T&C and states that the provisions thereof are clear, understandable and unambiguous and that he accepts rights and obligations created by these T&C. The Client acknowledges that these T&C are binding on the Parties and their legal relationships related to the Contract.

ARTICLE 16

Final Provisions

These T&C enter into force and effect on 4.1.2021.
Effective version of the T&C is published on the Provider’s website – http://www.shameless.cz and is available at the Provider’s office.

Prague, 18th March 2020

Shameless, s.r.o., IČ: 03423379, sídlem Švábky 52, 180 00, Praha 8