General Terms and Conditions

1.1. These General Terms and Conditions (hereinafter “GTC”) provide more details for and specify the mutual rights and obligations of Unicorn Systems a.s. ID No.: 25110853, with its registered seat at V Kapslovně 2767/2, 130 00 Prague 3, Czechia, or, as the case may be, companies from the Unicorn Systems group as defined in Article 1.2 (hereinafter “USY”) and their business partners, in particular in connection with the delivery of goods, works, services and the provision of licences for USY (hereinafter the “Performance”) on the basis of their mutual legal relationships (hereinafter the “Contract”).

1.2. The purpose of these GTC is also their application to performance under a contract for companies belonging to the Unicorn Systems group, whereby for the purposes of these GTC this means commercial companies that are wholly owned by Unicorn Systems a.s., either directly or through another commercial company, and this fact is ascertainable from the public register. As of the effective date of these GTC, these companies are:

a. Unicorn Business Systems a.s., ID No.: 21940321;
b. Unicorn Grid Systems a.s., ID No.: 21941343;
c. Unicorn Cloud Systems a.s., ID No.: 21940665;
d. Unicorn Market Systems a.s., ID No.: 21941751;
e. Unicorn Systems E a.s., ID No.: 21941751;
f. Unicorn Systems HSI s.r.o., ID No.: 45314951;
g. Unicorn Systems Telco s.r.o., ID No.: 10951164;
h. Axelum s.r.o., ID No.: 25639056 and
i. Unicorn Systems IDS s.r.o., ID No.: 2852505.

1.3. For the avoidance of doubt, the term “USY” as used in these GTC refers to Unicorn Systems a.s. as well as the companies defined in Article 1.2, also individually, as applicable in the context of a specific Contract for Performance. If more than one USY company is a party to a specific Contract for Performance, the rights arising from the GTC shall belong to all of them jointly and severally, unless the Contract states otherwise. The internal regulations referred to in Section 11.2 shall apply to the companies defined in Section 1.2 mutatis mutandis.

1.4. These GTC reflect the relevant regulations and principles of USY in the fields of ESG (Environmental, Social and Governance) and of compliance.

1.5. These GTC always constitute an integral part of the Contract entered into between USY and the other contracting party (hereinafter “the Provider”), particularly where: a. the Contract makes reference to these GTC within the sense of sec. 1751 (1) of Act No. 89/2012 Sb., the Civil Code, as amended (hereinafter “the Civil Code”); or b. the Provider expressly agrees in writing that the GTC apply to future contractual relationships, whereas the Contract is made thereafter; or c. the Contract is subsequently subjected to these GTC after it has been executed and signed.

1.6. The relationship between the GTC and the Contract is determined as follows: the GTC apply unless the Contract regulates a given issue differently, or unless the Contract expressly excludes the application hereof. Where these GTC mention the regulation under the Contract, the reference is to the regulation under the Contract and these GTC.

1.7. Articles 10 and 11 of these GTC (ESG and Compliance) always apply, unless the application is expressly excluded by the Contract. Such a derogation is only possible if the relationship is already governed by different ESG and compliance rules which set out similar or stricter regulation of relationships. Where a relationship is not governed by the up-to-date ESG and compliance rules which are in line with effective legal regulation and related standards, the parties agree to make an effort to rectify the contractual relationship.

1.8. In these GTC, the Provider means, in particular, a seller under sec. 2079 and foll. of the Civil Code, irrespective of what they are called in a purchase agreement (be it the seller, the provider, or otherwise), as well as a contractor under sec. 2586 and foll. of the Civil Code, irrespective of what they are called in a contract for work (be it the provider, the manufacturer, the supplier, or otherwise), and/or any other person who provides Performance (e.g. services) under a contract.

1.9. It is possible to apply the terms and conditions and licensing conditions of the Provider, or any other terms and conditions and licensing conditions, to the contractual relationship established by the Contract, provided that the parties expressly agree on the application thereof. Where the relation between such other terms and conditions and these GTC is not determined, these GTC prevail.

1.10.Legal relations of the parties which are not regulated by the Contract are governed by the relevant provisions of generally binding legal regulations, particularly of the Civil Code.

2.1 The Performance will be delivered on the grounds of a written Contract. By entering into the Contract, the Provider acknowledges that they have read the GTC in effect, agree to them, and contract with USY under the conditions set forth.

2.2 If the making of the Contract is initiated by an order made by USY, the order must include at least:
a) the identification details of USY;
b) a description of the Performance, which is determined according to its type, usually by way of determining the quantity, the scope, the quality and/or the mode of the execution of the Performance;
c) the price of the Performance (the price of materials, work, products, costs and remunerations – depending on the type of Performance) or the manner of its determination;
d) the required delivery time, mode and place of delivery; and
e) any other possible requirements following from the needs of a particular project, and/or operations requirements of USY or its customers.

2.3 Upon the receipt of an order, the Provider will provide their opinion thereon within no more than 5 working days. Any addenda to and/or amendments of the order are only valid based on the mutual agreement of the contracting parties. The obligation to deliver the Performance ordered to USY arises for the Provider by confirming the order without reservations, whereby the Contract is made. USY has the right to cancel any order up until the moment of it being confirmed by the Provider.

2.4 Where the making of the Contract is triggered by an offer made by the Provider (to the content of which Article 2.2 applies with the necessary modifications), the obligation to deliver the Performance ordered to USY arises for the Provider by the offer being accepted and confirmed by USY without reservations, whereby the Contract is made. The offer made by the Provider remains valid for at least 1 month; any shorter validity period will be disregarded unless USY expressly agrees to it.

2.5 A person eligible to negotiate about the contents of the Contract on behalf of USY is a person who is usually authorised to carry out such acts.

2.6 When making or amending the Contract, USY is represented in a manner compliant with the mode of acting determined in the commercial register, or based on a power of attorney or authorisation granted to a different person in a manner compliant with the mode of acting determined in the commercial register.

2.7 Where the Provider is an individual, they declare that their legal capacity has not been restricted within the sense of sec. 55 and foll. of the Civil Code; a legal entity makes a similar declaration.

3.2 USY is not obliged to accept a Performance which is defective or which does not conform to the quantity, type, scope or quality ordered. Similarly, USY is not obliged to accept a Performance if the Provider defaulted thereon, unless the Provider proves that the default occurred due to causes on the part of USY. USY is, at its own discretion, entitled to accept the defective or late Performance; in such a case, USY can accept it with reservations and set an additional period, manner and place for the removal of the defects. The Provider’s obligation to remove all defects in the Performance, including defects reserved by USY pursuant to the previous sentence and in compliance with such a reservation, is not affected thereby. The Contract can determine other conditions for the acceptance procedure and/or procedure for the testing of the Performance by USY or its customers.

3.3 The acceptance of the Performance is confirmed by the acceptance certificate. The acceptance certificate will include a detailed description of the acceptance and any possible reservations made by USY with respect to the Performance being taken over. Unless the Contract provides otherwise, USY acquires the title to the Performance upon it being accepted, and at the same time, risk of damage passes to USY. The acceptance certificate does not prove the non-existence of defects, which can be detected and notified after the execution and signing of the acceptance certificate.

3.4 In cases of delay by the Provider in the delivery of the Performance (or a part thereof) in compliance with the deadlines determined in the Contract or by law, USY is entitled to a contractual penalty of 0.1% of the total price for each commenced day of delay.

3.5 Unless the Contract stipulates otherwise, the Provider is entitled to delegate the delivery of the Performance and/or a part thereof to a third person (a subprovider) only upon the prior written consent of and approval by USY. The consent can be withdrawn in justified cases, and the delivery of the Performance by another subprovider or by the Provider themself required; this right will not be abused. Where the Performance or its part is delivered by a third person, the Provider bears the same liability as if they had delivered it themself, and the Provider is obligated to ensure that the third parties who participate in delivering the Performance adhere to the Contract.

3.6 Unless the Contract provides otherwise, all requests for cooperation by USY or its customers that is necessary for the due delivery of the Performance in compliance with the Contract and these GTC will be reasonably justified and specified in detail by the Provider prior to entering into the Contract, unless a need for such cooperation could not be foreseen, in which case the Provider will inform USY or its customers thereof immediately after the Provider learns of this fact.

4.1 To the extent to which the Performance agreed upon includes, or constitutes, a work of authorship under Act No. 121/2000 Sb., the Copyright Act, (including software), and/or other intellectual property rights associated with works of authorship, including, without limitation, any innovations; improvements; know-how; trade secrets; plans; formulas; strategies; studies; technological procedures; methods; processes; business plans; technical, industrial, logistic, financial, legal, marketing, or business facts; information about clients; or information about prices, the efficiency of marketing tools, and the like, created by the Provider while fulfilling obligations for USY related to works of authorship or other intellectual property items, USY has the right to exercise all property rights related to works of authorship (or parts thereof), as well as to other intellectual property (hereinafter “right to exercise IP rights”).

4.2 The Provider agrees that if the right to exercise IP rights does not vest in USY for any reasons whatsoever, the Provider will assign the rights to USY on the date of the creation of the relevant work of authorship and/or other items of intellectual property. The Provider expressly agrees that the right to exercise IP rights in works of authorship, as well as in any other items of intellectual property, can be assigned or transferred to any third person determined by USY.

4.3 Additionally, upon the delivery of the Performance, USY is granted a perpetual (for the duration of the copyright), worldwide, and unlimited (in terms of number of uses) licence for all possible modes of use to the works of authorship described above and to any other related intellectual property items which were not or could not be validly transferred or assigned to USY as the right to exercise IP rights, unless the Contract provides otherwise. In order to avoid any doubt, the Provider expressly agrees that USY is entitled to grant sublicences or to assign the licence to a third party without any restrictions whatsoever. Remuneration for the grant of the licence is fully covered by the price under Article 6, and the Provider is not entitled to any further compensation. Where the contractual relationship is not, based on a mutual written agreement of the contracting parties, governed by the Provider’s licence conditions, or by any other licence conditions, it is presumed that this Article 4, in conjunction with the provisions of the Copyright Act, applies. Where different licence conditions are agreed on, the contracting parties agree to respect any possible licence requirements of third parties – customers of USY.

4.4 To the extent to which the agreed-upon Performance includes, or represents, software, USY is entitled to back up any data in compliance with ordinary IT procedures, for which purposes it can make backup copies of the Performance. Unless the Contract provides otherwise, the Performance under the previous sentence also includes the delivery of the software source code and any underlying materials necessary for the preparation, compilation and decompilation of the computer programme; the delivered source codes must be functional (usable), readable, and annotated in compliance with the established practices of the industry.

4.5 The Provider is obligated to ensure that the author of the work or an entitled person, if it is not the Provider themself, grants unconditional and unreserved consent for the benefit of USY and its customers with the granting of rights under paragraphs 4.1 and 4.2; the Provider is also obligated to fully deal with and settle, at their expense, contingent related rights of such persons to remuneration or any other fees.

4.6 The Provider is obligated to inform USY in writing about any facts which may have an impact on the use of the Performance in advance.

4.7 Prior to the making of the Contract, the Provider is obligated to inform USY in writing about the fact that any performance provided by third parties which is not part of the Performance may be necessary for the operation of some parts of the Performance. If there are licensing conditions relating to the performance provided by third parties, the Provider is obligated to inform USY about those conditions in the Contract or in its attachments, or in another provable manner in writing, prior to the making of the Contract.

4.8 The Provider warrants that the delivery and use of the Performance, or rather the outputs thereof, by USY and its customers will not encroach on any rights of third parties. The Provider will indemnify USY for any harm or loss caused by a breach of their duty under the previous sentence, including attorney fees and costs of proceedings; the Provider’s obligation to rectify the harmful situation is not affected thereby.

4.9 The Provider agrees that they will hand over to USY on demand all preparatory and conceptual materials and any other related materials which concern works of authorship and other intellectual property so that USY can modify and change them as they see fit.

4.10 The Provider guarantees that, at the time of delivery, the works of authorship and other intellectual property will be free from any technical or legal defects which would restrict or prevent their use by USY or which would allow unlawful access by third parties to servers, computers, networks or other devices on which the works of authorship and other items of intellectual property are stored.

4.11 The Provider agrees that if the Provider uses a third person to create a work of authorship or another item of intellectual property, then they grant or assign to USY a (sub)licence to the works of authorship and other items of intellectual property in the same extent and under the same conditions under which the Provider obtained the (sub)licence to such works and items from the third person.

4.12 USY is entitled to register and use any of the works of authorship or other items of intellectual property created by the Provider, such as a trademark, business logo, or the name of the company. The Provider further agrees that they will not directly or indirectly challenge, dispute or otherwise prevent the use of works of authorship and other items of intellectual property under the previous sentence by USY.

6.1 The price of the Performance is set by the Contract. The price in the Contract is final, unalterable, and includes all costs, expenses and guarantees by the Provider associated with the delivery of the Performance, including all delivery costs. The price can only be changed based on a written agreement of the contracting parties. In order to avoid any doubt, the price of the Performance is not agreed on as the price according to a budget.

6.2 Upon delivery confirmed by an acceptance certificate signed by USY, or upon the attainment of another similar milestone determined by the Contract, the Provider will issue a tax document – an invoice, payable within 60 days of its delivery to USY (unless the Contract provides otherwise).

6.3 USY has the right to return an invoice to the Provider within 7 days of its delivery to USY without defaulting on the payment if the invoice contains incorrect information, improper elements, or if it lacks any of the elements required by law.

6.4 Upon the date of delivery of a replacement invoice in which the defects have been removed, the period for payment starts to run anew.

6.5 The Provider cannot, without the prior written consent of USY, assign their claims against USY to a third person or otherwise assign any of their rights or delegate any of their obligations under the Contract.

6.6 If, during the contractual relationship established by the Contract, the Provider becomes an unreliable VAT payer by a decision of a tax authority under sec. 106a of Act No. 235/2004 Sb., regulating value added tax, as amended, the Provider is obligated to inform USY thereof without undue delay, and USY can – under sec. 109a of the Act – pay VAT on the Performance provided directly to the relevant tax authority in place of the Provider; it will subsequently pay to the Provider the price less the tax paid.

6.7 The Provider agrees to state in the invoice the account which their relevant tax authority publishes in a manner allowing distant access, provided that the Provider is obliged by law to have an account published in such a way. If the invoice issued by the Provider states an account different from the account defined in the previous sentence, USY is entitled to return the invoice to the Provider for correcting. In such a case, the running of the payment period stops, and a new period starts to run on the date of the delivery of a corrected invoice which includes the correct account of the Provider, i.e. the account published by their tax authority.

6.8 The Provider agrees that at the request of USY, the mutual communication and possible delivery and acceptance of the Performance be carried out via UIS, i.e. the information system used by USY, which is available on the Plus4U internet service at https://www.plus4u.net/, or via another internal system specified by USY.  

7.1 The Provider warrants that the Performance will have the required features, and guarantees that it does not encroach upon the rights of any third persons.

7.2 If there is a defect in the Performance, the Provider will fulfil their obligation following from liability for defects by either providing a new, defectless Performance to USY, or by removing the defect, or by providing a reasonable discount on the purchase price. USY will inform the Provider which right arising from a defective Performance it chooses and it will set a reasonable period for the satisfaction of the claim; a period is regarded as reasonable if it exceeds 5 days. The choice can be changed if the Provider does not comply with the conditions for the removal of the defects. In the case of legal defects, the Provider will fulfil their obligations arising from liability for legal defects by providing legally incontestable licences (rights of use) to the Performance delivered, or, if USY approves it, by providing an equivalent substitute Performance.

7.3 If the defects in the Performance caused by the Provider make it impossible to use the Performance and the situation is not rectified within the period determined by the Contract, or within 10 days, USY has the right to withdraw from the Contract, and the Provider is obligated to compensate USY for damage, harm, injury, and/or any costs incurred in consequence thereof.

7.4 If a third person declares that the exercise of rights under a licence to the delivered Performance granted under these GTC encroaches upon that person’s rights, the contracting parties will promptly inform each other thereof in a provable manner; the Provider is obligated to provide to USY all necessary cooperation, and they are liable for any damage or loss incurred by USY in connection with the claims raised by the third party.

7.5 If the Provider fails to duly fulfil any of their obligations imposed by the Contract or the GTC, or if the Provider breaches said provisions in another way, they are obligated to notify USY of this fact in writing, and USY may, based on said notice or after discovering a breach itself, set a reasonable additional period within which the Provider can duly fulfil their obligation or rectify the situation differently. If the Provider does not indeed fulfil their obligation within the additional period, it is regarded as a material breach of the Contract. By acting in a less strict manner than applying the procedure under this paragraph, USY does not waive its rights under this Contract.

8.2 If a defect occurs or manifests itself during the guarantee period, USY is entitled to demand the gratuitous removal of the defect. Information about defects which have occurred will be made electronically, via a “datová schránka” (an official electronic document delivery system), by a registered letter, or by phone. The Provider is obligated to handle a claim within 30 days of the date of it being reported, unless the Contract provides otherwise. The guarantee period is extended for the period of time for which USY could not use the Performance. In cases of the provision of a substitute performance, the guarantee period starts to run anew.

8.3 If the Provider fails to remove the defects within the time period set out in Article 8.2, USY is entitled to have the problem dealt with by a third party at the expense and risk of the Provider. This does not affect the termination of the guarantee or of any other obligation of the Provider.

9.1 Both parties agree to maintain the confidentiality of and keep secret all confidential information and trade secrets of the other party that they learn of in connection with their mutual contractual relationships, as well as to use such information and secrets only for the purposes of fulfilling their obligations under the Contract. The duty of confidentiality lasts for 10 years after the termination of the Contract.

9.2 Irrespective of the form of their expression, the following things are regarded as confidential information: information concerning the Contract between USY and the Provider (particularly information about the rights and obligations of the parties, as well as information about prices), information about any of the contracting parties (particularly trade secrets, information about their activities, structure, economic results, clients, or know-how), information the handling of which is subject to a special regime of confidentiality set forth by law, or information classified as confidential by one of the parties, the fact of which the other contracting party has been informed.

9.3 The following information is not regarded as confidential:
a) information which is or has become publicly available, unless it has happened by way of a breach of an obligation by one of the contracting parties; or
b) information obtained by one of the contracting parties independently of this Contract.

9.4 The contracting parties are not in breach of their obligations following from this Article 9:
a) if the duty to disclose some of the confidential information follows from effective legal regulations or from the final and conclusive judgment of a court or the decision of another public body or body of self-government; in such a case, the disclosing party will only disclose information in the minimal possible extent and will immediately inform the other party thereof unless it is in contravention of law; or
b) if the other contracting party consented thereto in advance in writing; or
c) if they communicate the information to persons in an employment or similar relationship with the contracting party who participate in the fulfilment of the Contract and who are bound by the duty of confidentiality in the same extent as the contracting parties; or
d) if USY communicates the information to a company that is interconnected with it, i.e. directly or indirectly controlled by USY or by the same controlling entity as USY in the sense of section 74 and foll. of Act No. 90/2012 Sb., to regulate business corporations and cooperatives (the Business Corporations Act), and to persons who are in an employment or similar relationship with such a company; and
e) if they communicate the information to professional advisors whom the relevant party has arranged for, or will arrange for in the future, in connection with the agreed-upon purpose, and who are liable to the contracting party concerned by a duty of confidentiality in a similar extent, be it under law or contract.

9.5 The Provider is obligated to comply with legal regulations providing for the protection of personal data. If the Provider obtains access to hardware and software used by USY which contains any personal data whatsoever, e.g. for the purposes of the provision of distance maintenance services, the Provider will immediately inform USY thereof; the Provider must not process or use personal data for any purposes without prior written agreement with USY. Personal data may only be transferred in extraordinary circumstances and under the condition that the contracting parties make a written agreement thereon. The Provider is obligated to handle such personal data in compliance with the agreement and with effective legal regulations providing for data protection.

9.6 The transfer of personal data to countries outside of the EU and EEA without the prior written consent of USY is prohibited.

9.7 If the data provided to the Provider by USY are subject to a special regime of protection under legal regulations providing for the protection of personal data, the Provider is obliged to ensure compliance with any notification duty which the relevant legal regulations require and to obtain the required consents from data subjects transferred by USY.

9.8 In order to avoid any doubt, it is hereby stated that the Provider is entitled to disclose the circumstances of the contract, e.g. within the framework of references or recommendations, only upon a written consent from USY.

10.1 The Provider agrees to comply with the effective employment law regulations of the International Labour Organisation (particularly the rules relating to remunerating employees, working hours and time off, equal treatment and prohibition of discrimination, and safety and protection of health at work), as well as to secure that said obligations are complied with within the entire chain of subproviders. For the purposes of this Article, a subprovider also includes temporary work agencies. If USY incurs damage in consequence of a failure by the Provider or their subproviders anywhere within the chain to fulfil these duties, the Provider agrees to compensate USY for such damage.

10.2 The Provider will ensure in a provable manner that all their employees are instructed and undergo all required trainings with respect to the safety and protection of health at work and to fire prevention in the workplace, and the Provider will maintain records thereof which will be submitted to USY upon request after the anonymisation of data required by law.

10.3 The Provider agrees to keep a record of all work-related accidents and deaths in the workplace, as well as of the number of days missed because of those accidents. The records should contain the number of accidents and deaths, their description, including the dates on which they happened, the causes thereof, how they have been dealt with by the Provider, and, as the case may be, other circumstances. The Provider is obligated to present the records if USY requests them.

10.4 With regard to dependent work, the Provider agrees to prioritise permanent or long-term employment relationships, such as employment contracts for an indefinite period of time, and to make use of their own employees or persons working for them on the grounds of agreements to work outside the scope of regular employment. For cases in which the special nature of the work or market does not make it possible to make use of said relationships, other forms of cooperation with workers should adhere to the following principles:
a) Decent remuneration that allows the workers and their families to secure a reasonable and safe standard of living;
b) A regular and foreseeable workload without exceeding the usual conditions;
c) Healthcare, social and pension insurance at the minimum level required by Czech law;
d) Comfortable working conditions, including a healthy and safe environment, and provision of trainings;
e) Fair and equal treatment of workers;
f) Paid leave on bank holidays and paid holiday entitlement;
g) The Provider is further obligated to keep records of the workers. The records should include the following: the total number of employees, the number of permanent and temporary employees, the number of full-time and part-time employees, and the total number of workers who are not employees, i.e. who are either self-employed persons or temporary agency workers. The Provider is obligated to present these records if USY requests it.

10.5 The Provider is obligated to protect human rights. In particular, the Provider agrees:
a) to comply with the Code of Conduct of USY in compliance with Article 11.2;
b) to protect human rights, including employment rights guaranteed in the Charter of Fundamental Rights and Freedoms, the Universal Declaration of Human Rights, the Charter of Fundamental Rights of the European Union, the European Convention on Human Rights, the European Social Charter, and international treaties and conventions of the International Labour Organisation, including the Declaration of ILO on Fundamental Principles and Rights at Work;
c) to adhere to the United Nations General Principles on Business and Human Rights, as well as to OECD Guidelines for Multinational Enterprises on Responsible Business Conduct;
d) not to restrict in any way whatsoever the right to associate and the right to collective bargaining of employees and workers;
e) to exclude from their activities and not to tolerate in their business relationships any forms of human trafficking, slavery, forced labour, or child labour, and, should the Provider become aware of any of these, to take all possible steps and measures to remove them;
f) to ensure the equal treatment of all employees and to prevent and effectively deal with any form of discrimination (including harassment) in the workplace and in employment relationships;
g) to apply zero tolerance to bribery and corruption;
h) to observe the rules for the protection of data and privacy;
i) to inform employees and workers about the possibility to report to USY any possible unethical, inappropriate or unlawful conduct or situation within the framework of the internal reporting system for conduct which might constitute a breach of the Code of Conduct of USY.

10.6 The Provider agrees to inform USY about any cases of the endangerment of human rights, whether they have already occurred or threaten to occur, about serious breaches of working conditions, about serious industrial accidents, or about damage to the environment caused, or threatening to arise, in connection with the contractual relationship.

10.7 The Provider agrees to comply with effective legal regulations regarding the protection of the environment and to adhere to good practices in the field of the protection of the environment in the relevant industry.

10.8 The Provider is obligated, at their own expense, to take all measures required by binding law to protect the environment for as long as the contractual relationship lasts.

10.9 The Provider is obligated to take measures to prevent the occurrence of any ecological harm, to ensure that the measures are adhered to, and should any harm occur, to immediately rectify it. Where the acts of the Provider have already caused harm, the Provider agrees to mitigate the harm and to rectify the harm that has already been caused.

10.10 The Provider agrees:
a) to regularly measure and monitor the consumption of energies and the production of greenhouse gas emissions;
b) to endeavour that energies be used efficiently and to reduce the consumption of energies to a reasonable extent within operational capabilities;
c) to take into account the carbon footprint of various materials and technologies and to give priority, in a reasonable extent, to solutions representing a lower environmental burden, provided they are economically and technically feasible;
d) to inform USY in a reasonable extent about opportunities for the improvement of environmental efficacy, if the improvements are obvious and relevant;
e) to maintain records of the consumption of energies; the Provider is obligated to present the records if USY requests it.

10.11 USY intends to adhere to the principles set out in this Article 10 as well.

10.12 USY is entitled to inspect the delivery of the Performance at any stage of it being carried out; the Provider agrees that they will create conditions in which an inspection can be carried out and will provide the necessary cooperation. The Provider must suffer the exercise of said rights.

11.1 USY and the Provider acknowledge that during their mutual negotiations, they acted honestly and in compliance with effective legal regulations, and at the same time they agree that they will continue acting in such a manner in the future, particularly when fulfilling the Contract, as well as in all activities associated with the Contract.

11.2 The Provider expressly acknowledges that prior to the making of the Contract, they read USY’s Code of Conduct, available at https://unicornsystems.eu/lgs/en/code-of-conduct, and they agree to adhere to it at their own cost and liability when performing the Contract. The same also applies to zero tolerance of corruption and bribery, as well as to overall adherence to the principles of decency, fairness and good morals pursuant to the anti-corruption policy available at https://unicornsystems.eu/lgs/en/company-policy. In connection therewith, the parties agree to immediately report any reasonable suspicion of an act which might be in contravention of the principles under these GTC and which may relate to the making of the Contract or to its fulfilment.

11.3 The Provider acknowledges that they are aware that, in compliance with Act No. 171/2023 Sb., regulating the protection of whistleblowers, as amended, USY has established an internal reporting system via which reporting persons in good faith can file their submissions to the compliance officer regarding any unlawful or unethical act, including a threatening one, of which they learn. Details regarding the internal reporting system of USY can be found at https://unicornsystems.eu/lgs/en/notification-system.

11.4 The parties agree that they will always act in such a manner, and that they will adopt such measures so as to prevent the occurrence of any grounded suspicion of the commission of a crime or to prevent the commission thereof, i.e. in such a manner so that liability under Act No. 418/2011 Sb., on criminal liability of legal entities and on proceedings against them, cannot be attributed to any of the parties, or so as to prevent the criminal liability of acting persons under Act No. 40/2009 Sb., the Criminal Code, as amended. If any of the contracting parties has a suspicion of non-adherence to this obligation by either of the contracting parties, the party is obligated to immediately inform the other party thereof and to proceed in compliance with the statutory conditions. The contracting parties agree to approach such information with confidentiality, apart from communication with the police or with prosecuting bodies.

12.1 Both USY and the Provider can terminate the Contract by the written agreement of both parties, which must include a mutual settlement of rights and obligations.

12.2 In cases of repeated Performance, both USY and the Provider can terminate the Contract without stating a reason therefor by givntin the other party a three months’ notice, unless the Contract stipulates otherwise. The notice period starts to run on the first day of the month after the month in which the notice of termination was delivered to the other contracting party.

12.3 USY is entitled to withdraw from the Contract in compliance with the relevant provisions of the Civil Code. For the purposes of the Contract, a material breach of contract also means an infringement of copyright in the Performance, provision of the Performance with other legal defects, default by the Provider on the delivery of the Performance of longer than five (5) days, and/or a substantial or repeated breach of any other obligations of the Provider which follow for them from the Contract. The withdrawal from the Contract is effective ex nunc, and the parties do not return to each other the Performance already rendered; however, if the withdrawal is caused by a failure on the part of the Provider, particularly with respect to the quality of the Performance, USY can decide whether or not it wants to keep the partial Performance and pay an adequate part of the price therefor.

12.4 USY also has the right to withdraw from the Contract upon the institution of enforcement, insolvency, or criminal proceedings against the Provider, upon the commencement of liquidation of, declaration of insolvency of, or the granting of the discharge to the Provider, as well as if other proceedings are pending which may pose a threat to the fulfillment of the Contract or to trust in the Provider. USY will take into account, in particular, whether the proceedings are trivial or clearly ungrounded. The Provider is obligated to communicate such facts to USY prior to the making of the Contract or must do so without undue delay if the situation arises after the Contract is made.

12.5 The Provider can withdraw from the Contract if the Contract stipulates so. Unless the Contract excludes it, the Provider can withdraw from the Contract only upon a written notice which describes a relevant cause for withdrawal on the part of USY (e.g. default on payment), includes an express warning of withdrawal, and sets a period of at least 15 days to rectify the situation, which expires in vain.

12.6 Withdrawal from the Contract or termination of the Contract by notice must be done in writing and must be delivered to the address of the Provider specified herein, or by way of an electronic message, or in any other suitable manner. Withdrawal addressed to USY is to be served either by registered mail to the address of the registered office of the company or via “datová schránka” (an official electronic document delivery system).

13.1 Any disputes arising from or in connection with the Contract will be submitted for a decision to the general courts of the competent subject-matter and territorial jurisdiction. If any of the provisions of these GTC prove or become invalid or ineffective, the validity and effect of the remaining provisions is not affected thereby. The parties agree to immediately replace any such provision with a provision which is closest to the invalid or ineffective one in terms of its sense and purpose.

13.2 USY has the right to change these GTC. This provision is without prejudice to the rights and obligations which arose during the term of effect of the preceding GTC. USY will implement a change or amendment by issuing the full wording of the amended GTC. The Provider is obligated to read the amended/new GTC. USY is required to provide information about any changes or amendments to the GTC by publishing them on the web site https://unicornsystems.eu/lgs/en/general-terms-and-conditions, usually at least one month prior to their planned date of effect; information about them can also be provided by other means. The amended GTC become effective on the date stated therein. It further applies that:

a) Where the amended GTC state that they only apply to new Contracts, i.e. Contracts entered into between USY and the Provider after the date of effect of the amended GTC, the current Contracts are governed by the preceding GTC; and
b) If the amended GTC state that they also apply to Contracts made earlier, i.e. Contracts made between USY and the Provider prior to the date of effect of the amended GTC, it then applies that:

• the Provider has the right to reject a change in the GTC in relation to some or all such Contracts;
• if the Provider does not do so within 15 days of the publication of the change in the GTC, the amended GTC apply to them in the full extent as of the date of effect thereof;
• if the Provider refuses to accept a proposed amendment, USY can grant an exception for the Contract in question so that it is governed by the current GTC, or so that the relevant amendment to the GTC which the Provider rejects does not apply;
• if USY does not grant such an exception and the parties cannot find a different solution, the Provider is entitled to terminate the Contract concerned as of the date preceding the date of effect of the amended GTC.

c) Contracts governed by old versions of the GTC can also be subjected to a more up-to-date version of the GTC at any time by the agreement of the parties thereto.

13.3 These GTC come into force and become effective on 15.8.2025.