General Terms and Conditions

Spacemanic CZ s.r.o., with registered office at Purkyňova 649/127, Medlánky, 612 00 Brno, ID No: 08219907, registered in the Register of Companies maintained by the Regional Court in Brno, Section C, Insert 112511 (hereinafter referred to as “the Company”), the Company’s website: www.spacemanic.com

 

1.   Introductory Provisions, Definitions of Terms

1.1     These General Terms and Conditions of Business (hereinafter referred to as “GTC”) of the Company apply to all contracts concluded by the Company in the course of its business, in which the Company acts as a supplier (contractor) of spacecraft/satellites or similar and related equipment and/or in which the Company provides related services – e.g. the provision of launch and deployment of a satellite into space/earth orbit, its operation, etc.

1.2     All contracts referred to in section 1.1 of these GTC are hereinafter referred to as “Contracts” and each such agreement is referred to as a “Contract”.

1.3     The persons (parties) with whom the Company enters into Contracts are hereinafter referred to as “Customers”, individually as a “Customer”. The Customers are always entrepreneurs, which they confirm by accepting these GTC, and they act as professionals in their business, production or similar activities within the scope of the Contract.

1.4     The Customer and the Company are hereinafter collectively referred to as the “Contracting Parties”.

1.5     Items that the Company manufactures for the Customer – in particular satellites or related items/products – are referred to as “Work”.

1.6     The services provided by the Company to the Customer – e.g. ensuring transport, integration of the satellite into the deployer, ensuring the launch and deployment of the satellite into space/earth orbit, its subsequent operation, etc. – are hereinafter referred to as “Services”.
1.7     These GTC apply to the Contracts and all relationships arising from and related to the Contracts.

1.8     Where these GTC require a written form of negotiation, this form is maintained and complied with also by the exchange of electronic messages (e.g. e-mails) without a guaranteed electronic signature. This does not apply in cases where otherwise agreed or where a written form is required by law.

1.9     In the event of a conflict with these GTC, the provisions contained in the Agreement (as defined below) shall prevail. Otherwise, these GTC may only be deviated from by express written agreement between the Company and the Customer. These GTC may not be deviated from, e.g. by confirming other terms and conditions.

1.10     With regard to the execution of the Work, it is agreed that the Contracts shall have the nature and regime of a contract for work pursuant to Section 2586 et seq. of Act No. 89/2012 Coll., the Czech Civil Code, as amended (hereinafter referred to as the “Czech Civil Code”).

1.11     With respect to the provision of the Services, it is agreed that the Contracts shall be in the nature of and subject to the mandate regime under Section 2430 et seq. of the Czech Civil Code.

1.12     The Customer’s terms and conditions (or other similar documents and conditions of the Customer or third parties) are not part of the Contract. When concluding the Contract, the Customer is not entitled to rule out the validity of these GTC, or parts thereof. </ul

 

2.   Conclusion of Contracts – the Contracting Process

2.1     The Contracting Parties are not restricted in any way in their negotiations for the conclusion of the Contract. Such negotiation may take place in person, in writing, by electronic communication or by any other appropriate means. As part of this negotiation, the terms and conditions and content of the Contract are determined and agreed between the Company and the Customer.

2.2     As a result of the foregoing negotiations, a written agreement regarding the Work and Services (the “Agreement”) has been executed. The Agreement contains a more detailed specification of the terms and content of the Contract.

2.3     Irrespective of the course of negotiations, the Contract shall be concluded (only) at the moment when the Agreement is signed by both Parties and delivered to the Company. The signatures and delivery may be made either in paper form with a handwritten signature or in electronic form, where it is sufficient that such electronic copy is a simple photocopy of the hand-signed Agreement. Where the Agreement is sent via a data box, a handwritten signature is not required and the Agreement is deemed to be signed.

2.4     By signing the Agreement, the Customer agrees to these GTC and acknowledges that the Contract is concluded in the manner set out in Article 2.3.

2.5     Under the Contract, the Company is in particular obliged to execute/deliver the Work and/or provide the agreed Services to the Customer at its own cost and risk. The Customer is obliged to pay the agreed fee/price to the Company and to provide the necessary cooperation.

2.6     The content of the Contract is primarily governed by the Agreement and these GTC – together they form a complete and integral Contract, which represents the totality of the rights and obligations of the Parties. Should any inconsistency or conflict arise between the Agreement and these GTC, the documents shall take legal precedence in the following order (where the former shall prevail over the latter):

• the Agreement,
• these GTC,
• applicable statutory provisions which are dispositive in nature.

2.7     The Agreement may contain references to documents and/or information communicated or sent between the Parties during the negotiations for the conclusion of the Contract, in which case such information and documents shall form part of the Agreement.

2.8     The concluded Contract is binding on both the Contracting Parties. The Contract may be amended (as to its content) or cancelled only by written agreement of the Contracting Parties.

 

3.   Work

3.1     This section 3. of the GTC shall apply to the Contract or part thereof under which the Company performs Work (especially satellites or related items/products) for the Customer.

3.2     The Company shall at all times carry out the Work specified in the Agreement (or ensure its execution) with due professional care and to a satisfactory standard.

3.3     The Company is obliged to comply with the agreed terms and conditions (the Contract) and applicable law during the implementation.

3.4     The Company shall perform the Work at its own expense, by persons competent to do so and at its own risk. The Company shall be entitled to use third parties to carry out the Work, but shall be liable as if it had carried out the Work itself.

3.5     The Work includes only the items (parts and performance) that are specified in the Agreement. In case of doubt, the relevant item (part or performance) shall not be considered part of the Work.

3.6     The Customer is obliged to provide the necessary assistance to the Company for the performance of the Work, even where this is not expressly agreed. Where the Agreement does not specify the content or timing of such assistance, the Company shall grant the Customer a reasonable period of time within which to provide it. Where the Customer is in default with respect to providing assistance, no default shall arise on the part of the Company. If no assistance is provided within that period, the Company shall have the right, at its option, either to arrange for substitute performance at the Customer’s expense or to withdraw from the Contract.

3.7     The Customer acknowledges that the Company must and will proceed with the manufacture of the subject matter of the Work (in particular the satellite) in such a way as to meet the requirements of the launch vehicle operator and deployer and, in this respect, make any necessary modifications to the agreed form of the Work.

3.8     Any “more work” or “less work” can only be agreed upon by amending the Contract in accordance with the procedure set out in Article 2.3 of these GTC. The agreement on the amendment of the Contract shall include at least the definition of “more work” or “less work”, the impact on the price of the Work and the date of performance.

3.9     The Customer shall have the right to inspect the performance of the Work only if this is agreed in the Agreement.

3.10     The Work is deemed performed when it has been completed and handed over.

3.11     The time and place of delivery and acceptance of the Work shall be determined by the Agreement; otherwise, the Company shall perform at a time reasonably suited to the Company’s capabilities and shall deliver the Work at the Company’s registered office or place of business.

3.12     The Company undertakes to deliver the Work to the Customer at the agreed time and place, and the Customer undertakes to accept the Work at the agreed time and place. Where the Customer refuses to accept the Work or is in default in accepting it, this shall not affect the Customer’s obligation to pay the price of the Work.

3.13     The Customer agrees to accept early performance (i.e. earlier delivery) and performance in parts (i.e. the Customer is obliged to accept part of the Work).

3.14     Unless otherwise specified in the Agreement, handover of the Work shall take place automatically: the Work is deemed handed over and accepted without the physical presence of the Customer by allowing the Customer to inspect the Work at a specified time and place. The Work is then handed over regardless of whether or not the Customer attends and exercises the right of inspection.

3.15     The risk of damage to the Work shall pass to the Customer upon acceptance of the Work. Where the Customer is in default with acceptance of the Work, the risk of damage to the Work shall pass to the Customer immediately upon such default arising.

3.16     Where handover and acceptance of the Work takes place in the presence of both Parties, a handover report or similar document will normally be drawn up.

3.17     The Customer acquires title to the Work only upon full payment of the agreed price of the Work to the Company – i.e. the Company reserves title in accordance with Section 2.132 until the full payment of the price of the Work – provided that the Customer shall first acquire title at the moment the risk of damage to the Work passes to the Customer.

3.18     Where the Customer is in default in accepting the Work, and such default persists despite the Company’s request and the expiry of a reasonable period of time granted for that purpose, the Company shall have the right to withdraw from the Contract; in addition, the Company shall also have the right to sell the Work in an appropriate manner on the Customer’s account after giving prior notice.

3.19     As the Work is made to order, and unless otherwise agreed in the Agreement, the Company grants to the Customer a non-exclusive and non-transferable licence to use the Work or any part thereof (having the characteristics of a work of authorship) for the purpose of the Contract. The Customer is entitled to use the Work beyond such purpose only on the basis of a separate licence agreement. The Company itself may use and licence the Work to another party, provided that the legitimate use of the Work by the Customer for the agreed purpose is not impaired.

3.20     The Customer is not entitled to interfere with the systems of the Work (especially the satellite) or use them for purposes other than those agreed upon without the Company’s consent.

3.21     It is expressly agreed that the technical design of the Work (in particular the satellite and any payload) is the exclusive intellectual property of the Company, its know-how and business secrets. The Customer is not entitled to use it in any way for the benefit of itself or any third party, copy it, record it, reproduce it, disseminate, etc. This intellectual property shall remain exclusively with the Company. This does not affect the possibility of legitimate use of the Work for the agreed or usual purposes.

3.22     Where the Work includes the integration of the Customer’s equipment into a satellite (payload), the Customer warrants and shall ensure that:

• the payload is completely safe and does not pose a danger to the launch vehicle, the satellite and its operations, or to other surrounding equipment and other satellites (especially during launch, flight and orbital operations),
• the payload is not used for military, espionage or other similar purposes,
• its operation does not violate any mandatory legal provisions.

3.23     The Company warrants that the Work conforms to the Contract. Where the Work does not conform to the Contract, it shall be considered defective. The Customer’s rights arising from defective performance are based only on defects that the Work had at the time the risk of damage passed to the Customer, even if such defects become apparent at a later date.

3.24     The Company does not provide a guarantee for quality (i.e. a guarantee period within the meaning of Section 2113 et seq. of the Czech Civil Code).

3.25     The Company shall only be liable for defects in the Work that are properly notified by the Customer in accordance with these GTC and the relevant statutory provisions (in particular the Czech Civil Code).

3.26     Defects (defective performance) must be notified by the Customer in writing. Such written notice of defects must include at the very least:

• identification of the Contract and the Work,
• identification of the specific defects in the Work,
• a description of the defects (in particular what they consist of or how they manifest themselves).

3.27     A defect shall only be considered duly notified at the moment of delivery of a written notice of defects containing all the elements specified in Article3.26 of the GTC. Until that moment, the Company is not obliged to take any action and the Customer shall not be entitled to any rights arising from defects. In the event of an unjustified claim, the Customer shall be obliged to reimburse the Company for the costs demonstrably incurred in dealing with such claim.

3.28     The Customer is obliged to refrain from improper handling of and manipulation with the Work, the defect of which has been or is intended to be notified to the Company – in particular such handling that could make it difficult or impossible to objectively examine the legitimacy of the notified defects and the Customer’s claims.

3.29     Where a claim is justified, the Customer may demand:

• primarily, the removal of the claimed defect within a reasonable period of time,
• only if the removal of the defect is not possible or the Company refuses, the Customer may demand delivery of new Work without defects,
• only if delivery of new Work is not possible or is refused by the Company, the Customer may request a reasonable discount on the price of the Work,
• and only if the Company refuses the discount may the Customer withdraw from the Contract.

3.30     Where only a (separate/separable) part of the Work is defective, all defect claims shall apply only to that part of the Work. What the Customer would be entitled to in respect of claims arising from defects in the Work may not be claimed by way of compensation for loss or damage.

3.31     The Customer waives the right to compensation for loss or damage, and the scope of the Company’s liability for any loss or damage that the Customer may suffer or incur in connection with the Work (especially due to defects in the Work, delay in the performance of the Work, etc.) is contractually limited, whereby the Company’s obligation to compensate for such loss or damage is capped at the maximum amount represented by the agreed price of the Work (excluding VAT). This limitation does not apply to the obligation to compensate for harm caused to a person’s natural rights, or for harm caused intentionally or through gross negligence.

3.32     For the avoidance of doubt, the parties agree and acknowledge that the Company shall bear no liability for any failure to perform properly, delay, or loss or damage arising from delays and inaction on the part of governmental or quasi-governmental authorities, agencies, and other public bodies whose activities are related to the performance of the Work, nor for their improper or unlawful decisions or actions.

 

4.   Services

4.1     This section 4. of the GTC applies to the Contract or any part thereof under which the Company provides the Customer with Services – in particular the provision of transport, integration of the satellite into the deployer, the provision of the launch and deployment of the satellite into space/Earth orbit, its subsequent operation, etc.

4.2     It is agreed that the Contract, or any part thereof, relating to the Services shall be governed by the legal regime of mandate under Section 2430 et seq. of the Czech Civil Code. This implies, inter alia, that the Company is not liable for the result – only for the proper provision of the agreed services.

4.3     The Company undertakes to provide the Services referred to in the Agreement diligently, honestly and with professional care, in accordance with the agreed terms and conditions and applicable law.

4.4     The Company may use third parties to provide the Services.

4.5     The scope and content of the Services is set out in the Agreement. In case of doubt, the relevant Service or part thereof shall not be considered part of the performance.

4.6     The Customer is obliged to provide the Company with all necessary cooperation, even where this is not expressly agreed. Where the Agreement does not specify the content or timing of such assistance, the Company shall grant the Customer a reasonable period of time within which to provide it. Where the Customer is in default with respect to providing assistance, no default shall arise on the part of the Company. If no assistance is provided within that period, the Company has the right to withdraw from the Contract.

4.7     Any limitation or extension of the Services may be agreed only by amending the Contract in accordance with the procedure set out in Article 2.3 of these GTC. The agreement to amend the Contract shall include at least a definition of the change in the scope or content of the Services, the impact on the price and the term of performance.

4.8     It is expressly agreed that the manner of provision and content of the Services is the exclusive intellectual property of the Company, its know-how and business secrets. The Customer is not entitled to use it in any way for the benefit of itself or any third party, copy it, record it, reproduce it, disseminate, etc. This intellectual property shall remain exclusively with the Company. This is without prejudice to the legitimate use of the Services for the agreed or usual purposes.

4.9     The Customer is not entitled to use the Services for the purposes set out in Article 3.22 of the GTC.

4.10     The Customer acknowledges that the Services are generally provided within the capabilities, limitations, specifics and risks of the aerospace industry (e.g. high risk of failure, unforeseen circumstances, limited ability to repair, dependence on third party performance and conditions, etc.). This is also reflected in the limited liability of the Company in the provision of the Services and the limited claims of the Customer.

4.11     The Customer acknowledges that the Services provided in the phase from the transport of the satellite to the launch provider until the satellite is launched into orbit (hereinafter referred to as the “Preparation and Launch Phase”) will, or must, generally be provided by third parties – in particular the carrier, launch provider, owner/operator of the deployer and launch vehicle, etc. (hereinafter referred to as “Suppliers”). The Company undertakes to exercise care and professionalism in the selection of Suppliers. However, as the Preparation and Launch Phase involves increased risk and the Suppliers provide their performance with limited liability (which is standard in the field), the Company’s liability is correspondingly limited and it does not provide an increased level of liability and guarantees. Therefore:

• the Company’s liability for non-performance (including default and liability for loss or damage) is limited, whereby the Company shall be liable to the same extent, content and limits as the Suppliers to the Company; the Company shall inform the Customer and provide assistance to the Customer to enable the Customer to avail of the risk insurance option of its choice within the Preparation and Launch Phase;
• the Company shall not bear liability for failure to perform properly, delay, and loss or damage arising from events of Force Majeure and/or accident.

4.12     The limitation of the Company’s liability pursuant to Article 4.11 does not apply where the Company provides performance directly or by itself – i.e. in the case of Services or parts thereof consisting in the Company’s own activities. For such cases, the Customer waives the right to compensation for loss or damage; the scope of the Company’s liability for any loss or damage that the Customer may suffer or incur in connection with the provision of the Services (e.g. due to defective provision, delay, etc.) is contractually limited, whereby the Company’s obligation to compensate for such loss or damage is capped at the maximum amount represented by the agreed price of the Service in question. This limitation does not apply to the obligation to compensate for harm caused to a person’s natural rights, or for harm caused intentionally or through gross negligence.

4.13     For the avoidance of doubt, the parties agree and acknowledge that the Company shall bear no liability for any failure to perform properly, delay, or loss or damage arising from delays and inaction on the part of governmental or quasi-governmental authorities, agencies, and other public bodies whose activities are related to the provision of the Services, nor for their improper or unlawful decisions or actions.

4.14     The data, information, technical data, etc. related to the provision of the Services shall remain the property of the Company and the Customer shall not have access to them, unless otherwise specified in the Agreement in a particular case.< 4.15     Where the Services consist of the provision of the launch of a satellite or other equipment (e.g. payload) to be delivered or transferred by the Customer to the Company, the date and place of delivery and receipt of the satellite or other equipment shall either (i) be set out in the Agreement, or (ii) be communicated by the Company to the Customer within a reasonable time. Should the Customer fail to comply with this obligation, the Customer shall bear all additional costs associated with this (contractual penalties, costs associated with delayed integration, etc.) and a mock-up may be launched instead of the satellite/equipment in question, without prejudice to the Customer’s obligation to pay all agreed payments and extra costs. The Customer also bears all risks and liabilities arising from this alternative solution. 4.16     In respect of the nature of the Services, the following provisions apply by way of derogation from the mandate provisions under the Czech Civil Code:

• The Customer is not entitled to give the Company binding instructions on how to provide the Services beyond the terms of the Agreement,
• The Contract/mandate cannot be withdrawn or revoked (even with respect to the Services); the provisions of Section 2440 to Section 2443 of the Czech Civil Code are excluded (this does not affect the possibility to withdraw from the Contract for statutory or agreed reasons),
• The following provisions of the Czech Civil Code are excluded: Section 2432(2), Section 2433 to Section 2436, Section 2437(2); only the provisions of the Agreement and these GTC shall apply.

 

5.   Price

5.1     The Customer shall pay the Company the agreed price for the Work and/or Services.

5.2     The price is determined individually depending on the specific requirements of the Customer during the negotiations for the conclusion of the Contract. The final agreed price is then set out in the Agreement. Should the Contract be concluded without specifying a price, the Customer is obliged to pay the customary price.

5.3     Unless otherwise specified in the Agreement, the agreed price is quoted exclusive of VAT. VAT at the applicable statutory rate will be added to the agreed price. This does not apply to performance that would not be taxable under the relevant statutory provisions.

5.4     The Customer is obliged to pay the price or any advances on the basis of tax documents (invoices) issued by the Company. Invoices will have all the requirements of a tax document according to the applicable legal regulations. The Customer agrees that delivery of invoices by electronic mail (e.g. e mail) is sufficient for the purposes of delivery.

5.5     Unless otherwise specified in the Agreement, the due date of the tax document is 14 (fourteen) days from the issue of the invoice.

5.6     The Company is entitled to require the Customer to make a reasonable deposit, even if this has not been expressly agreed in the Agreement. The Customer shall provide such deposit to the Company. Should the requested advance payment not be paid, the Company shall have the right to suspend performance until the Customer pays the advance payment.

5.7     Any amount paid to the Company under the Contract shall be deemed paid when the relevant sum of money is credited to the Company’s account.

5.8     Where the Customer is in default in the payment of any sum of money (in particular the purchase price or advance payment), the Company shall be entitled to suspend any and all performance with respect to the Customer, including performance agreed under any other contracts or performance arising from other legal grounds, without the Customer thereby acquiring any rights or claims (e.g. claims for delay, compensation for loss or damage, etc.).

 

6.   Any Other Rights, Obligations and Provisions

6.1     The period (time) for the Company’s performance shall be automatically extended by the period of time during which the Customer is in default of its obligations under the Contract (in particular the obligation to pay, provide assistance, etc.).

6.2     The Customer agrees to comply with all laws and regulations relating to the Contract and the use of the Work and Services, including export, security and other relevant regulations. The Customer agrees to abide by the strict prohibition on the use of the Services, the Work or any part thereof for military purposes or other unauthorised or sanctioned purposes, unless otherwise expressly agreed.

6.3     The Customer shall not be entitled to, and shall not, sell, supply, export or re-export (directly or indirectly) to Russia or for use in Russia and Belarus any Services, Work or part thereof that falls within the scope of Article 12g of Council Regulation (EU) No. 833/2014. The Customer shall make every effort to ensure that this purpose is not frustrated by third parties further down the commercial chain, including any resellers. The Customer shall establish and maintain adequate monitoring mechanisms to detect any actions by third parties further down the chain of trade that would undermine this purpose.

6.4     Any violation of the obligations under Article 6.3 of the GTC shall constitute a material breach of the Contract and the Customer’s obligations, and the Company shall be entitled to:

• withdraw from the Contract; and
• require the Customer to pay a contractual penalty of 100% of the price agreed in the Contract.

6.5     The Customer undertakes to inform the Company immediately if any problems arise in the use and scope of Article 6.3 of the GTC, including relevant third party activities that could defeat the purpose of this clause. The Customer undertakes to make available to the Company information regarding the fulfilment of the obligations and the fulfilment of the purpose of Article 6.3 of the GTC, no later than two (2) weeks after the Company’s request.

6.6     Without the Company’s prior written consent, the Customer shall not set off any claims it may have against any amounts owed to the Company under or in connection with the Contract. Nor shall the Customer withhold any payment due to the Company, whether in whole or in part, on account of any counterclaim relating to defects in the Work or the Services or for any other reason,

6.7     The Customer is not authorised to assign to any third party its rights or obligations vis-à-vis the Company under or in connection with the Contract (or the Contract as a whole) without the prior written consent of the Company. This obligation of the Customer continues after the termination of the Contract.

6.8     The application of Section 557 and Section 1980 of the Czech Civil Code is excluded.

6.9     The Customer assumes the risk of a change of circumstances within the meaning of Section 1765(2) of the Czech Civil Code.

6.10     The provision on lesion (pursuant to Section 1793 of the Czech Civil Code) is entirely excluded. The Contracting Parties waive any rights arising from lesion pursuant to Section 1793 of the Czech Civil Code.

6.11     The application of Sections 1799 and 1800 of the Czech Civil Code is entirely excluded (in accordance with the procedure and within the meaning of Section 1801 of the Czech Civil Code).

 

7.   Termination of the Contract

7.1     A party may only withdraw from the Contract for the statutory reasons and for the reasons agreed in the Agreement or the GTC, unless excluded in the Agreement or the GTC.

7.2     The Company is also entitled to withdraw from the Contract if:

• the Customer is more than sixty (60) days in arrears with any payment under the Contract,
• the Customer enters into liquidation, enforcement proceedings are commenced against the Customer, or a decision is made on the Customer’s bankruptcy,
• a material unexpected disruption occurs in the Company’s production process or among the Company’s suppliers,
• legal or agreed circumstances arise that exclude the Company’s liability and that would render performance of the Work or provision of the Services impossible or substantially more difficult.

7.3     Upon termination of the Contract, the rights of the Contracting Parties that by their nature survive the termination of the Contract shall not be affected.

7.4     The Contract may only be withdrawn from with “ex nunc” (future) effects, i.e. only with regard to the unfulfilled balance of performance. This applies regardless of whether or not the partial performance is of significance to the Customer.

7.5     In the event of termination of the Contract other than by performance, the Company shall be entitled to payment of the agreed price for all performance provided to and carried out for the Customer up to the time of termination of the Contract.

 

8.   Force Majeure

8.1     Liability for breach (non-performance) of obligations arising from the Contract or related to the Contract – in particular liability for partial or total non-performance of obligations under the Contract and the obligation to compensate for loss or damage – shall be excluded if the Company proves that it has been temporarily or permanently prevented from fulfilling the obligation by an extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (hereinafter referred to as “Force Majeure”).

8.2     Cases of Force Majeure include, but are not limited to: strike, epidemic, fire, natural disaster, mobilisation, war, insurrection, seizure of goods (ex officio), embargo, prohibition of transfer of foreign exchange, statutory (or other official) prohibition of activity, supply, production, operation or other performance relating to the Company’s obligations under the Contract (or any part thereof), unjustified regulation of electricity consumption, significant disruptions in the supply of energy and utilities, terrorist attack, etc.

8.3     In the event of Force Majeure, the Company shall be entitled to suspend the performance of its obligations under the Contract for as long as the circumstances of Force Majeure persist, without thereby being in default with the performance of its obligations under the Contract. The deadline(s) for performance shall then be postponed by the number of days the Force Majeure lasted.

8.4     Force Majeure also excludes, in addition to any claim for compensation for loss or damage, any claim for contractual default interest, penalties, or other contractual or statutory sanctions, consequences and liabilities against the Company.

8.5     The Company must notify the Customer without undue delay of the impediment (Force Majeure) and its consequences for the Company’s ability to perform.

8.6     Should Force Majeure last for more than 2 (two) months, either Party shall be entitled to withdraw from the Contract.

8.7     The Customer’s obligation to duly perform its monetary obligations shall not be excused by reference to Force Majeure.

 

9.   Sanctions

9.1     The Customer shall pay to the Company a contractual penalty of 0.1% of the amount due for each day of default in payment of any monetary obligation (performance) to the Company.

9.2     The Customer is obliged to pay the Company a contractual penalty (i) in the amount of CZK 100,000 for each individual breach of its obligations under Articles 3.6 and 4.6 of the GTC, and (ii) in the amount of CZK 500,000 for each individual breach of its obligations under Articles 3.19, 3.20, 3.21, 3.22, 4.8, 4.9, 4.15 and 6.2 of the GTC.

9.3     The payment of any contractual penalty shall in no way affect the right to claim full compensation for loss or damage in addition to the contractual penalty – i.e. the application of Section 2050 of the Czech Civil Code is excluded.

9.4     The contractual penalty shall be payable on written notice, and then within the time limit provided in such notice, but not earlier than 7 (seven) days from the date of delivery of such notice.

 

10.   Protection of Personal Data

10.1     The Company undertakes that when it processes personal data in the course of its activities, it always does so in accordance with the relevant legal regulations. In particular, it does so in accordance with Act No. 110/2019 Coll. on the processing of personal data and Regulation (EU) No. 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

10.2     The Company therefore (with regard to the Contracts) processes personal data in particular:

• the processing of which is necessary for the performance of the contract or contractual obligations or other legal obligations of the Company to which the Company is subject,
• in respect of which the data subject has given consent to the processing,
• the processing of which is necessary for the purposes of the legitimate interests of the Company or a third party, except where the interests or fundamental rights and freedoms of the data subject requiring the protection of personal data take precedence over those interests.

10.3     For more information on the processing and protection of personal data, please visit www.spacemanic.com

 

11.   Delivery and Communication

11.1     The Company designates its following email addresses for communication with the Customer:

• for incoming communication: sales@spacemanic.com (recipient and/or cc together with relevant staff)
• for outgoing communication, relevant staff with email from the domain @spacemanic.com

11.2     Electronic messages delivered to any other e-mail addresses shall not be taken into account by the Company and shall only be valid in relation to the Company if the Company expressly confirms this in writing.

11.3     Any change to any of the electronic (e-mail) addresses shall be notified without undue delay by the Contracting Party to which the change relates to the other Contracting Party.

11.4     Documents in paper form shall be delivered to the registered office address entered in the relevant public register or to the correspondence address communicated by the Contracting Party to the other Contracting Party. Each Party shall notify the other Party of any change of address without undue delay.

11.5     Documents may also be delivered to the data mailbox (established within the meaning of Act No. 300/2008 Coll. on Electronic Acts and Authorised Conversion of Documents, as amended) of the Contracting Party from the data mailbox of the other Contracting Party. This legal act is equivalent to, and may replace, a written document bearing the handwritten signature of the authorised person acting.

 

12.   Final Provisions

12.1     The Contracting Parties expressly agree that the Contract and all rights and obligations arising from it and related to it shall be governed by the law (legal order) of the Czech Republic, in particular the Czech Civil Code.

12.2     The Contracting Parties expressly agree that the courts of the Czech Republic shall have jurisdiction over any future disputes arising out of or relating to the Contract. Specifically, in accordance with Section 89a of Act No. 99/1963 Coll., as amended, of the Code of Civil Procedure, they agree that in disputes arising from or relating to the Contract – including any claims arising as a result of the invalidity of the Contract, as well as claims for compensation for loss or damage and other claims – the District Court in Olomouc shall have local jurisdiction (as a court of first instance). Alternatively, for matters entrusted by law to the jurisdiction of regional courts: Regional Court in Ostrava, branch in Olomouc.

12.3     The Company has the right to change or amend these GTC on an ongoing basis. However, this shall not and will not affect Contracts created and concluded under the previous version of the GTC.

12.4     The Customer declares that it has read these GTC, confirms that it has read the text thoroughly, fully understands the content and has no objections to it. Accordingly, the Customer undertakes to comply fully with them.

12.5     In the event that any provision of these GTC is or becomes invalid, ineffective, illegal or unenforceable, the remaining provisions shall remain valid and enforceable. The Contracting Parties undertake to replace any such invalid, ineffective, illegal or unenforceable provision with a valid, effective, lawful or enforceable provision or at least a provision of similar legal and economic meaning and purpose.

12.6     These GTC are published on the Company’s website: https://www.spacemanic.com/.