Terms of Service

1.1. Unless otherwise provided in the Service Agreement, the following definitions apply in these General Terms and Conditions:

a. "Terms" means these General Terms and Conditions;

b. "Client" or "you" means the party receiving the Services provided by KAVREX;

c. "KAVREX" or "we" means KAVREX s.r.o., a company registered and existing under the laws of the Czech Republic, with registered office at Olšanská 2898, Žižkov, 130 00 Prague, Czech Republic;

d. "Services" means trade, distribution, logistics, and partnership services that KAVREX provides to its Clients in accordance with the Service Agreement;

e. "Service Agreement" means the agreement, written or oral, setting out the terms of service provision by KAVREX to the Client, defining the scope of Services and fees;

f. "Negotiations" means any communication, whether written or oral, electronic or in any other form, between the Client and KAVREX regarding the provision of Services;

g. "Business Day" means a day other than Saturday, Sunday, or public holidays under Czech law;

h. "Data Protection Legislation" means the General Data Protection Regulation (EU 2016/679) and any amendments or replacements in force in Czech law;

i. "Intellectual Property Rights" means all patents, invention rights, utility models, copyrights, trademarks, trade names, domain names, design rights, database rights, moral rights, and other intellectual property rights;

j. "Confidential Information" means any information regarding employees, management, owners, business partners, or clients of the Disclosing Party, as well as business plans, financial data, trade secrets, or know-how disclosed to the Receiving Party.

1.2. These Terms are standard terms and conditions under which KAVREX provides Services to its Clients.

1.3. These Terms govern the provision of all Services by KAVREX to its Clients and apply to all legal relationships between KAVREX and its Clients.

1.4. These Terms come into legal force from the moment the Client agrees to these Terms ("Effective Date").

1.5. These Terms should be read in conjunction with any Service Agreement concluded between KAVREX and the Client. In case of any inconsistency between these Terms and the Service Agreement, the provisions of the Service Agreement shall prevail.

2.1. KAVREX provides Services to its Clients in accordance with all applicable laws, regulations, codes of practice, professional standards, and with reasonable skill, care, diligence, and competence.

2.2. KAVREX determines at its discretion how its Services will be provided to its Clients, taking into account, where possible, reasonable requests and recommendations made by Clients.

2.3. KAVREX may engage Subcontractors with specialized knowledge to perform its Services, provided that these third parties undertake confidentiality obligations similar to those applicable to KAVREX.

2.4. KAVREX provides its Services as an independent contractor and is not an employee or agent of the Client.

2.5. Any deadlines or dates specified in the Service Agreement for the provision or completion of Services by KAVREX are approximate only. KAVREX shall not be liable for any delay in providing these Services.

2.6. Given the nature of the Services, the Client shall not hold KAVREX liable for any losses incurred by acting on the advice of its employees.

3.1. The Client shall properly and timely provide KAVREX with all information and documents that KAVREX deems necessary for the proper provision of its Services.

3.2. The Client undertakes to provide all necessary assistance for the proper and timely provision of Services and to properly inform about any facts and circumstances that may be relevant to KAVREX.

3.3. The Client guarantees the correctness, completeness, and reliability of any information and documents provided to KAVREX.

3.4. KAVREX shall not be liable for any losses or damages resulting from reliance on any information, or for inaccuracies or other defects in any document provided by the Client.

3.5. The Client shall promptly notify of any changes to the information provided to KAVREX.

3.6. The Client shall not publish or otherwise provide to third parties the content of proposals, reports, presentations, notes, or other communications from KAVREX without written permission.

3.7. The Client shall not use the name and opinions of KAVREX in connection with any prospectus, financial statement, or other public document without the written consent of KAVREX.

4.1. The Client shall pay KAVREX at the rate specified in the Service Agreement and/or invoice.

4.2. Unless otherwise stated in the Service Agreement, KAVREX is entitled to reimbursement by the Client of all travel and accommodation expenses reasonably and properly incurred in performing its obligations.

4.3. Unless otherwise stated in the Service Agreement, payment shall be made within 10 days of receipt of the invoice. Payment shall be made to the bank account specified in the invoice.

4.4. Any additional costs arising from or related to any delays in the provision of Services caused by the Client's failure to properly provide KAVREX with requested information and documentation shall be fully covered by the Client.

4.5. Unless otherwise stated in the Service Agreement, in case of late payment, the Client undertakes to pay compound interest at the rate of 2 percent of the unpaid amount for each day of delay.

4.6. If the Client ordered a service but did not properly and timely provide KAVREX with the necessary information and/or documents, KAVREX reserves the right to charge the Client 30% of the cost of the ordered service.

4.7. If KAVREX has already begun providing a service but cannot complete it for reasons beyond KAVREX's control, the Client has no right to demand a refund of any part of the funds paid.

5.1. Both during and after the provision of Services, both parties shall keep confidential any information of the other party obtained in connection with the provision of Services.

5.2. The Receiving Party undertakes to keep all Confidential Information secret and not to disclose it to anyone and to use the Confidential Information only for the purposes for which it was provided.

5.3. All rights and obligations arising from data processing are governed in strict accordance with applicable Data Protection Legislation.

6.1. Any pre-existing intellectual property rights belonging to either party that are available for use in connection with the provision of Services remain with that party.

6.2. All intellectual property rights created in the course of providing Services belong to KAVREX. The Client shall have a royalty-free perpetual license to use these rights within its own business.

7.1. If either party is affected by Force Majeure, it shall immediately inform the other party in writing of the circumstances constituting the Force Majeure.

7.2. KAVREX shall not be liable for any breach of its obligations caused by reasons beyond its control, including but not limited to fires, strikes, riots, embargoes, material shortages, transportation delays, war, civil unrest, terrorist acts, pandemics, or other similar circumstances.

7.3. If non-performance due to any of these conditions continues for 60 (sixty) days, KAVREX has the right to terminate the provision of services without liability to the Client.

8.1. These Terms remain in force until terminated by either the Client or the Company.

8.2. KAVREX reserves the right to terminate these Terms at any time at its discretion without explanation, but in any case in strict accordance with the law and the Service Agreement.

8.3. KAVREX will endeavor to notify the Client at least 14 (fourteen) days in advance of its intention to terminate the provision of Services.

8.4. These Terms shall immediately lose their legal force if the Company and the Client mutually agree to such immediate termination.

9.1. KAVREX shall perform its obligations under the Service Agreement in a manner that complies with relevant legal requirements.

9.2. In performing its obligations under the Service Agreement, KAVREX shall comply with relevant requirements contained in current legislation regarding health, safety, and welfare at work.

10.1. The Service Agreement is governed by and construed in accordance with the laws of the Czech Republic.

10.2. All disputes that cannot be settled amicably and/or through negotiations shall be referred to the competent courts of the Czech Republic.

11.1. All provisions of the Terms that by their nature extend beyond the termination of these Terms shall continue to be legally binding after termination.

11.2. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.

11.3. These Terms apply together with the Service Agreement and are legally binding on the Parties.

11.4. In case of conflicts between these Terms and the Service Agreement, the provisions of the Service Agreement shall prevail.