Customer Agreement

This Customer Agreement (the “Agreement”) is entered into by and between the:

The Company: Odin Pay s.r.o., registration code: 223 56 312, registered address: Olšanská 54/3 Prague 3 Žižkov 130 00, Czech Republic, applied for the CASP licence from Česká národní banka and the Customer.

Individually referred to as the “Party” and collectively referred to as the “Parties”.

This Agreement sets out the terms on which the Company will provide access for the Customer to the Platform and Services to the Customer within the Platform.

1. Definitions

1.1 For the purposes of this Agreement:

1.2 In this Agreement:

1.2.1 Clause headings are inserted for convenience only and shall not affect the interpretation or meaning of this Agreement;
1.2.2 Unless the context otherwise requires, the singular shall include the plural and vice versa and the masculine gender shall include the feminine;
1.2.3 A reference to any Party shall include that Party’s personal representatives, successors and permitted assigns;
1.2.4 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.

2. Registration

2.1 Each Customer must register an Account to use the Platform and receive access to the Services.

2.2 The Customer shall provide all requested information and comply with any registration requirements set by the Company in its absolute discretion.

2.3 The Customer agrees to provide true, current, complete and not misleading information about you during the registration process and at any subsequent time we request. You agree to provide such documentation as we may require to identify you and any beneficial owner, and to verify the information you have submitted to us upon registration, including as necessary for us to comply with obligations at law to obtain, verify, and record information identifying each person who opens an Account. You must inform us in writing of all relevant changes with respect to the Account, including changes of contact data, or identity of the beneficial owner.

2.4 Without limitation, the Customer shall provide all information requested by the Company for the purposes of complying with KYC and applicable AML/CTF laws and regulations in accordance with AML/CTF Policy.

2.5 We reserve the right to refuse or reject a registration at our sole and absolute discretion, or based on regulatory restrictions imposed on us.

2.6 If you are an Authorised Person of the Customer, you warrant and represent that you have all necessary authority to bind the Customer to this Agreement.

2.7 It is a condition of any access and use of the Platform that:

2.7.1 you are at least 18 years of age or the age of majority in your jurisdiction, whichever is greater, and be capable of entering into legally binding agreements;
2.7.2 you possess full legal capacity and are not under guardianship or any legal restriction under the laws of your country of residence;
2.7.3 you act on your own behalf or with proper legal authorization, if acting on behalf of a legal entity;
2.7.4 you only use the Platform for lawful purposes;
2.7.5 you do not engage in any defamatory, improper, indecent or offensive behaviour;
2.7.6 you are not breaking any local, state, national or international law in your relevant jurisdiction by accessing this Platform;
2.7.7 you must provide us with accurate personal and contact information. You will only represent yourself and will not create false aliases or impersonate any other (with or without their consent) while using the Platform;
2.7.8 you do not use any automated software, process, program, robot, web crawler, spider, data mining, trawling, or other screen scraping software, process, program, or system;
2.7.9 you are not included on any international sanctions or restricted parties lists, including but not limited to the U.S. Office of Foreign Assets Control (OFAC), United Nations (UN) sanctions list, European Union (EU) restrictive measures, or similar lists maintained by other jurisdictions;
2.7.10 you are not a resident of, or physically located in, any country or territory that is subject to comprehensive sanctions or embargoes, or that is otherwise designated as a Restricted Country by the Company. This includes, but is not limited to, jurisdictions where use of the Website or Services would violate local laws or regulations;
2.7.11 you do not breach any term or condition of this Agreement, any other applicable Company’s terms.

3. Services

3.1 The Company provides the following Crypto-Asset services via its proprietary Platform, if other is not agreed additionally between the Parties, in accordance with MiCA and Applicable Law as described hereinafter.

3.2 Custody and Administration of Crypto-Assets:

3.2.1 The Company provides each Customer with custodial Wallets for the safekeeping and administration of supported Crypto-Assets.
3.2.1 The following key principles apply to custody services:

3.2.2.1 Customer Crypto-Assets are held in segregated Wallets and recorded separately from the Company’s own assets and from those of other Customers.
3.2.2.2 The Company shall not use, lend, pledge, or otherwise dispose of Customer Crypto-Assets for its own benefit. However, the Company may temporarily hold or place Customer Crypto-Assets or Funds on its own account strictly for the purpose of fulfilling its obligations under this Agreement, including settlement, execution, or reconciliation.
3.2.2.3 The Company maintains exclusive control over all private keys used in the custody infrastructure.
3.2.2.4 Customers may request deposits and withdrawals via the Platform, subject to internal verification, compliance screening, and available balances.
3.2.2.5 The Company’s custody infrastructure is protected through industry-standard encryption, secure key storage, access controls, and monitoring tools in accordance with the Custody and Administration Policy and Safeguarding Measures of Protection of Ownership Rights of Clients to their Crypto-Assets.

3.3 Exchange of Crypto-Assets and Funds:

3.3.1 The Company enables the Customer to exchange supported Crypto-Assets and Funds via the Platform.
3.3.2 The following types of exchange transactions are supported:

3.3.2.1 Crypto-to-Funds Exchange – exchanging Crypto-Assets into Funds;
3.3.2.2 Funds-to-Crypto Exchange – exchanging Crypto-Assets using Funds;
3.3.2.3 Crypto-to-Crypto Exchange – exchanging one supported Crypto-Asset into another.

3.3.3 Exchange transactions are governed by the following rules and principles:

3.3.3.1 The Company executes all transactions in its own name and for its own account (principal model). It does not act as a broker or agent.
3.3.3.2 Exchange rates are based on data from liquidity providers, external exchanges, and internal pricing mechanisms. All rates are displayed to the Customer before confirmation. The Customer is obligated to accept the final exchange rate before the execution of exchange if other is not agreed by the Customer.
3.3.3.3 Applicable fees are disclosed prior to confirmation and detailed in the Fees Section.
3.3.3.4 Transaction minimums, maximums, or frequency caps may apply depending on asset type, legal requirements, or internal compliance thresholds.
3.3.3.5 Exchanges are processed and settled immediately upon confirmation, subject to sufficient balances and successful compliance screening.

3.4 Transfer services for Crypto-Assets on behalf of Customers:

3.4.1 The Company provides transfer services for Crypto-Assets, which consist of executing transfer instructions given by the Customer to move Crypto-Assets to distributed ledger addresses specified by the Customer.
3.4.2 These services are offered solely on the Customer’s explicit instruction and are subject to compliance with applicable regulatory requirements, including but not limited to obligations under the Travel Rule, and internal compliance and security procedures.
3.4.3 The Company may support transfers to addresses both owned by the Customer and to third-party addresses, provided that all required verification and compliance checks have been completed.
3.4.4 The Customer acknowledges that the Company acts solely as an executor of transfer instructions and does not assume responsibility for the ownership or correctness of the destination addresses provided by the Customer.
3.4.5 Transfer Services are subject to service fees and network transaction fees, as described in the Fee Schedule.
3.4.6 Technical and operational details, including supported distributed ledger networks, estimated execution times, and confirmation requirements for transfer finality, are available in the Transfer Services Summary.

3.5 The Company accepts Funds solely for the purpose of executing a specific exchange transaction initiated by the Customer.

3.6 Any Funds received will be held no longer than until the end of the next Business Day following the date of receipt. If no exchange transaction is executed by that time, the Funds will be returned to the Customer.

3.7 Funds withdrawals are permitted only as the result of a completed crypto-to-Funds exchange.

3.8 The Company does not provide payment account or money remittance services and is not authorised as a payment service provider under Directive (EU) 2015/2366 (PSD2).

3.9 A current list of supported Crypto-Assets and Funds is available on the Company’s Website via the link.

3.10 The Company may update, restrict, or suspend support for any asset at its sole discretion, in line with legal, technical, or risk-based criteria. Customers will be notified in advance of any material change, where feasible.

3.11 The Customer acknowledges that the Services provided under this Agreement are not covered by any investor compensation scheme or deposit guarantee scheme under Union law, in accordance with MiCA.

3.12 The Customer assumes all risks associated with the use of Crypto-Assets and is encouraged to review all applicable risk disclosures made available by the Company, available via the link.

4. Fees

4.1 For the Services provided on the Platform, the Company applies the appropriate Fees.

4.2 The Company Fees are available via the link.

4.3 For some Services, additional network fees (gas fees) may be charged in addition to the Company’s Fees. These fees, determined by the applicable blockchain network, are borne by the Customer and are subject to change without prior notice depending on network conditions.

5. Service Instructions

5.1 Any Instructions from an Authorised Person shall be deemed valid Instructions from the Customer.

5.2 The Company is authorised to comply with and rely upon, without any further enquiry or verification, any Instructions believed by it to have been issued by an Authorised Person.

5.3 Each Authorised Person is authorised, on behalf of the Customer, subject to any written limitations accepted by the Company, to open, operate, and close Wallets, to issue Instructions, and to appoint and remove other Authorised Persons.

5.4 The Customer shall comply with all security procedures for issuing and receiving Instructions as notified by the Company from time to time.

5.5 Security procedures may require the use of Security Credentials, encryption, algorithms, call-back procedures, biometric verification, two-factor authentication (2FA), or other secure authentication methods.

5.6 These security procedures are designed to verify the authenticity of Instructions, but not to detect errors or omissions.

5.7 All Instructions must be valid, clear, correct, complete, and provided in English or any other agreed language.

5.8 The Company shall not be obliged to verify, confirm, or query the content of any Instruction and may rely upon it as received.

5.9 The Company shall provide the Customer with information related to the execution of Instructions, including confirmations of executed Instructions, via the Customer’s Account.

5.10 Custody Instructions must specify:

5.10.1 the designated Customer’s distributed ledger address (DLT address);
5.10.2 the type and amount of crypto-assets involved;
5.10.3 any beneficiary information required under applicable laws (such as the Travel Rule);
5.10.4 any additional information requested by the Company for compliance or risk assessment purposes.

5.11 Exchange Instructions must specify:

5.11.1 the crypto-asset to be sold;
5.11.2 the amount to be exchanged;
5.11.3 the crypto-asset or fiat currency to be received.

5.12 Transfer Instructions must include:

5.12.1 the destination distributed ledger address (DLT address);
5.12.2 the type and amount of crypto-assets involved;
5.12.3 any beneficiary information required under applicable laws (such as the Travel Rule);
5.12.4 any additional information requested by the Company for compliance or risk assessment purposes.

5.13 The Customer may withdraw or cancel any Instruction only if such Instruction has not yet been confirmed by the Company for execution.

5.14 Once an Instruction has been confirmed for execution, it becomes irrevocable and cannot be amended or withdrawn.

5.15 The Company reserves the right to refuse, suspend, or delay the execution of any Instruction if:

5.15.1 the Instruction is incomplete, inaccurate, or not properly authenticated;
5.15.2 the Instruction fails compliance or risk-based checks;
5.15.3 the execution of the Instruction would breach applicable laws, regulations, or internal policies;
5.15.4 technical, operational, or security issues are identified.

5.16 The Customer acknowledges that the Company is not liable for any losses arising from the lawful refusal, suspension, or delay of Instructions in accordance with this Agreement.

6. Service Transactions

6.1 Other than as described in this Agreement, no Funds and Crypto-Assets may be deposited, withdrawn or transferred into or from a Wallet.

6.2 For Transaction performance, the Customer must have enough balance of the relevant Crypto-Asset, or Funds at their Wallet, free of any encumbrances or other limitations, otherwise the Transaction will be rejected. If the Company decides to reject any Transaction pursuant to this Agreement, such rejection status will appear on the Platform.

6.3 If a Transaction is received in breach of the Agreement, the Company will not accept the Funds and will return them to the payer. The Company may charge the Customer a Fee for this. If the Company decides to reject any Transaction pursuant to this Agreement, such rejection status will appear on the Platform.

6.4 However, notwithstanding this requirement to notify, there may be circumstances where the Company is prohibited from providing such notification under Applicable Law. For example, in the case of suspicion of breach of any AML requirement, where such notification would amount to tipping off. In such cases, no notification shall be provided to the Customer.

6.5 The Company may debit a Wallet without further consent:

6.5.1 to collect any Fees or third-party costs owed by Customer under this Agreement; or
6.5.2 where required to by Applicable Law.

7. Protection of Crypto-Assets & The Custody and Administration Policy

7.1 Where required, the Customer Crypto-Assets and Funds are at all times segregated from the Company’s Crypto-Assets and Funds in accordance with Applicable Law, the Company’s Custody and Administration Policy, Segregation Procedures. The Company will deposit Customer Crypto-Assets in a segregated Customer Wallet, which is separate from the Company’s own Crypto-Assets.

7.2 In the event of the insolvency of the Company, safeguard accounts should not form part of the assets of the business. Customer Crypto-Assets should therefore be returned from the safeguard accounts to the Customer by any administrators of the wind-down.

8. Account Security

8.1 Customer and any of its Authorised Persons to whom access to a Wallet is granted (via any means) must:

8.1.1 Protect any Security Credentials at all times, take reasonable steps to keep any Security Credentials safe, never disclose it to any person who is not permitted access.
8.1.2 Take care to ensure that unAuthorised persons do not see the Security Credentials, avoiding writing down the Security Credentials; and
8.1.3 take reasonable steps to prevent fraudulent use of the Account, including ensuring its Representatives adhere to any security requirements.

8.2 Where the Customer or the Authorised Person wishes to initiate a Transaction, they shall comply with any security requirements the Company imposes as part of the process (including any multifactor authentication requirements).

8.3 Where the Customer or the Authorised Person fails to keep any Security Credentials safe and/or prevent fraudulent use of the Account:

8.3.1 the Customer may be liable for any losses the Parties incur; and
8.3.2 this may result in a Transaction being refused.

8.4 Customer agrees to ensure that it makes use of commercially available computer security and antivirus measures on any computer or other device used to access the Account.

8.5 Customer agrees to notify the Company immediately upon discovery of:

8.5.1 the loss or disclosure to any unAuthorised person of any Account Security Credentials;
8.5.2 any unAuthorised access to the Account;
8.5.3 any other criminal or fraudulent activity relating to the Account; or
8.5.4 any other breach of security relating to the Account, whether physical or relating to computer or similar hardware or software.

8.6 Where a Customer fails to notify the Company in accordance with this clause or such notice is delayed, the Company shall not be liable for any losses, expenses, or costs that the Customer may incur as a result of such failure or delay.

8.7 In the event of suspected or actual fraud, unauthorised activity, or a security threat related to the Services, the Company shall promptly notify the Customer through secure means, including Platform notifications, email, or other agreed communication channels.

8.8 The Customer must monitor communications regularly and inform the Company immediately if any notification is not received or if suspicious activity is detected.

9. Third-Parties

9.1 The Customer acknowledges and expressly agrees that the Company may engage Third Parties in the course of providing the Services. These Third Parties may perform critical or important functions that are operational, technical, legal, or regulatory in nature. The categories of Third Parties that may be engaged include, but are not limited to:

9.1.1 ICT service providers: for the provision, operation, and maintenance of ICT systems and applications supporting the Platform;
9.1.2 Payment service providers: for enabling the receipt, processing, and settlement of Funds transactions;
9.1.3 Other CASPs: for liquidity or execution of Crypto-Asset transactions;
9.1.4 External contractors, accountants, and auditors: for the provision of contract-based services, accounting, financial reporting, and statutory audit services;
9.1.5 Cloud and hosting providers: for the secure hosting of Platform data and operation of infrastructure;
9.1.6 AML/KYC providers: for identity verification, screening, and compliance monitoring purposes.

9.2 The Company shall retain full responsibility and liability for the performance of the Services, regardless of whether they are delivered directly or through Third Parties. The engagement of such Third Parties shall not limit, exclude, or diminish the Company’s obligations under this Agreement or Applicable Law, including MiCA.

9.3 The Company undertakes to exercise due skill, care, and diligence in the selection, onboarding, and ongoing oversight of all Third Parties. The Company ensures that all outsourced arrangements comply with its internal outsourcing policies, applicable regulatory requirements, and industry standards, including where relevant DORA.

9.4 The Company shall ensure that Third Parties:

9.4.1 maintain adequate technical and organisational measures to protect Customer data and assets;
9.4.2 operate under legally binding agreements that ensure enforceability of the Company’s instructions, access to audit, and adequate service continuity arrangements;
9.4.3 are prohibited from using, transferring, or encumbering Customer Crypto-Assets or Funds, except where explicitly permitted under this Agreement or Applicable Law.

9.5 A non-exhaustive list of categories of Third Parties is provided above. The Company may disclose more detailed information regarding specific Third Parties, their jurisdiction, and scope of engagement upon the Customer’s written request.

9.6 The Company may update or replace any Third Party at its sole discretion. Where such changes materially impact the performance or availability of the Services, the Company shall notify the Customer in a timely manner, unless prohibited by Applicable Law or contractual confidentiality.

9.7 The Company shall take all reasonable steps to ensure that, in the event of the insolvency or operational failure of a Third Party, Customer Crypto-Assets and Funds remain protected, recoverable, and clearly segregated from the Third Party’s own assets or liabilities in accordance with Applicable Law and the Custody and Administration Policy.

10. Suspension of the Services

10.1 The Company may withhold, delay or place such restrictions as it considers appropriate on any/all Services (including Customer’s access to the Account) or any part of its functionality, where:

10.1.1 it knows or reasonably suspects that a Transaction:

10.1.1.1 is fraudulent or involves any criminal activity;
10.1.1.2 iis money laundering or relates to money laundering activities; or
10.1.1.3 iis otherwise in breach of Applicable Law;
10.1.1.4 iany Transaction is, in the opinion of the Company, significantly larger, or together with other recent Transactions, is significantly larger in volume than expected;
10.1.1.5 iThe Company, acting reasonably, considers it needs to carry out due diligence on any Transaction;
10.1.1.6 iThe Company reasonably believes that it is necessary to do so in order to protect the security of the Account, including circumstances where any Security Credentials has been lost or stolen;
10.1.1.7 iThe Company in its sole opinion changes its risk assessment of any Account or amends its commercial risk appetite in relation to the provision of any individual or group of Accounts;
10.1.1.8 iCustomer fails to provide sufficient information to the Company as required under this Agreement; or
10.1.1.9 iit is obliged to do so, or in the Company’s sole opinion believes the Company should do so, as a result of any law or regulation or the direction of any competent authority or regulatory body.

10.2 In the case of any such withholding, delay, restriction, or suspension described in this clause, the Company shall make reasonable efforts to inform the Customer about the withholding or suspension, provided that such disclosure:

10.2.1 is not in breach of any Applicable Law or regulation and does not contravene the instruction of any competent authority or regulator; and
10.2.2 would not compromise the Company’s security measures.

10.3 The Company shall not be liable to the Customer for any reasonable action it takes to suspend the Account or withhold settlement of a Transaction in accordance with this clause.

10.4 Nothing in this clause shall affect Company’s right to terminate the Agreement under the clause “Termination” during any period of suspension.

11. Termination

11.1 The Company may terminate this Agreement at any time on giving 1 (one) month Termination Notice to the Customer.

11.2 Where the Customer has agreed to an indefinite term, the Customer may terminate this Agreement at any time on giving 1 (one) month Termination Notice to the Company.

11.3 Where the Customer has agreed to a fixed term, the Customer may terminate this Agreement on giving term written notice to the Company. However, the actual termination date shall not be effective any earlier than at the end of the relevant fixed term.

11.4 Either Party may terminate this Agreement immediately on giving Termination Notice to the other Party if:

11.4.1 the other Party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 5 (five) Business Days after being notified in writing to make such payment;
11.4.2 the other Party commits a material breach of the terms of this Agreement and (where such breach is capable of remedy) fails to remedy the breach within 30 (thirty) calendar days of being notified of the breach and requiring the breach to be remedied;
11.4.3 the other Party ceases or threatens to cease to carry on the whole or a substantial part of its business which is material for the purposes of this Agreement;
11.4.4 the imposition of any law or regulation that means that this Agreement is unable to operate in the manner contemplated by the Parties;
11.4.5 it would be in breach of any obligations it has under AML/CTF laws or regulations by continuing to perform its obligations under this Agreement;
11.4.6 the Company amends its risk assessment of the Customer and/or their customers or undertakes an amendment to its risk appetite in relation to the provision of any Services to the Customer and/or their customers;
11.4.7 the risk of the Company breaching any AML/CTF Requirements as a result of its interactions with the Customer significantly increases above the risk level that was assessed at the outset of the business relationship;
11.4.8 Is dissolved, ceases to conduct substantially all of its business, or becomes unable to pay its debts as they fall due;
11.4.9 Is a company, over any of whose assets or property a receiver is appointed;
11.4.10 (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.

11.5 Termination of this Agreement shall also constitute the closure of the Account.

11.6 A Termination Notice shall be provided by email to the email address specified in the section “Notices”.

11.7 Following termination of this Agreement, the credit balance of an Account will be transferred without undue delay to the external Customer’s account after deduction of any relevant Fees due and payable to the Company. After having transferred the respective amount to the external Customer’s account, the Company shall have no more obligations towards the Customer.

11.8 If the Company is unable to transfer a credit balance to the Customer following a termination (for whatever reason). It will retain the credit balance in a segregated account until notified of a valid external Customer’s account to which it can transfer the Crypto-Assets and/or Funds. The Customer shall indemnify the Company for any costs it incurs as a result of retaining such Funds, and permits the Company to deduct such amounts from the Funds prior to returning them to the Customer.

11.9 Furthermore, for each month (or part thereof) after the first month when the Customer’s Funds are held in the segregated account, the Company shall apply a fee of 1% (one percent) of the credit balance, which shall be deducted from such balance automatically.

12. Confidentiality

12.1 We take all measures to ensure that the information we hold shall be treated as confidential. Your Personal Data that we require throughout our cooperation, is safely stored in our electronic systems, it is treated as confidential, and it is protected by Data Protection laws.

12.2 Confidentiality during the provision of the Services under this Agreement and after the termination of the Agreement is regulated by the Privacy Policy and Cookies Policy.

13. Intellectual Property Rights

13.1 All the Intellectual Property are and shall remain the exclusive property of the Company or its licensors.

13.2 The Company grants the Customer a non-exclusive, non-transferable, revocable, and limited licence to access and use the Account, Platform and Services solely for the purposes set forth in this Agreement. This licence does not grant the Customer any ownership or other proprietary rights in the Intellectual Property.

13.3 The Customer agrees not to:

13.3.1 Copy, reproduce, distribute, modify, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or algorithms of any part of the Platform or Services;
13.3.2 Create derivative works based on the Intellectual Property;
13.3.3 Use the Intellectual Property for any unlawful purpose or outside the scope of this Agreement;
13.3.4 Remove, alter, or obscure any copyright, trademark, or other proprietary notices appearing on the Platform or within the Services.

13.4 The Platform or Services may include intellectual property belonging to third-parties. Any use of such third-party intellectual property is subject to the terms and conditions of the respective third-parties. The Company disclaims all liability arising from the Customer’s misuse or unauthorised use of third-party intellectual property.

13.5 The Customer acknowledges the Company’s exclusive ownership of the Intellectual Property and agrees to take no actions that could infringe, impair, or challenge the Company’s rights therein.

14. Limitations of Liability and Indemnity

14.1 Each Party agrees that neither Party nor any of its officers, employees, or agents shall be liable for the acts or omissions of the other Party, nor of that other Party’s officers, employees, or agents.

14.2 The Company shall not have liability to the Customer whether in Agreement or tort (including negligence or breach of statutory duty), or otherwise, and whatever the cause for any:

14.2.1 increased costs, or expenses;
14.2.2 loss of profit, business, goodwill, data, revenue or anticipated savings; or
14.2.3 any special, indirect or consequential loss or damage to any nature whatsoever.

14.3 The Customer agrees to hold harmless, indemnify and keep the Company indemnified, upon demand, for any losses which the Company may suffer or incur as a result of connection with any of the following:

14.3.1 any breach by Customer of this Agreement, any law or regulation applicable to the conduct of its business, including Applicable Laws; and/or
14.3.2 processing carried out by the Company or any third-party pursuant to any Processing Instruction that infringes any Data Protection Law; and/or
14.3.3 any acts or omissions of the Customer, the Customer’s officers, employees, agents.

14.4 For avoidance of doubt, the Customer agrees that the indemnity above shall extend to losses of any third-party engaged by the Company.

14.5 Subject to this clause, the Company’s maximum aggregate liability under this Agreement to the Customer for all losses whether arising in the Agreement or tort (including negligence and breach of statutory duty) or otherwise, shall be limited to the value of the Fees incurred by the Customer in the 12 (twelve) months preceding the date of any relevant claim.

14.6 Nothing in this Agreement shall exclude or limit any liability of either Party for:

14.6.1 fraud, or fraudulent concealment;
14.6.2 death or personal injury caused by its negligence; or
14.6.3 any other liability which cannot be excluded or limited by the Applicable Law.

15. Notices

15.1 Any notice given or communication made by either Party to the other under this Agreement shall be made either by email or other electronic communication methods. It may also be given by post to an address used by that Party. Any notice or communication shall be deemed to have been duly received on the next Business Day following its communication, apart from in the case of email, which shall be deemed received on the same Business Day, provided it has been communicated within normal working hours and if not, then the following Business Day (save for where an undelivered return receipt is received in which case the email shall not be regarded as having been received).

15.2 The emails are:

15.2.1 in the case of the Company, [email protected]; and
15.2.2 in the case of the Customer, the email address set out during the Onboarding.

15.3 The Customer must ensure that their device and software meet the minimum technical requirements, including:

15.3.1 Access to a secure internet connection;
15.3.2 Use of a current version of a major web browser (such as Chrome, Firefox, Safari, or Edge);
15.3.3 Installation of updated security software.

15.4 The Customer is responsible for maintaining the security and functionality of their devices and software.

16. Force Majeure

16.1 No Party shall be liable or responsible to the other Party, or be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any provision of this Agreement, when and to the extent such failure or delay is caused by the Force Majeure.

16.2 If the Party fails to fulfil its obligations under this Agreement due to the Force Majeure, this Party must immediately, but not later than within 5 (five) calendar days of the occurrence of the Force Majeure, send the other Party written notice of partial or complete non-fulfilment of the obligations under the Agreement together with the statement of facts of the Force Majeure which prevent the Party referring to the Force Majeure from fulfilling its obligations under the Agreement, indicating the initial date and the estimated period of the Force Majeure.

16.3 At the same time, the Party referring to the Force Majeure must explain in its notice the cause-and-effect relationship between the Force Majeure and the impossibility of fulfilling the obligations stipulated by the Agreement.

16.4 Untimely notification of the Force Majeure deprives the Party referring to the Force Majeure of the right to refer to the Force Majeure as the basis for exemption from responsibility, except when the Force Majeure prevented this notification.

16.5 The Party referring to the Force Majeure must take all reasonable measures to minimize the consequences for the other Party.

16.6 The Party referring to the Force Majeure must notify the other Party as soon as possible, but not later than within 5 (five) calendar days after the Force Majeure ceases or no longer causes the Party referring to the Force Majeure to be unable to comply with its obligations under this Agreement. Following such notification, this Agreement must continue to be performed on the terms existing immediately before the occurrence of the Force Majeure, unless agreed otherwise by the Parties.

16.7 If the Force Majeure continues for more than 2 (two) calendar months, either Party shall have the right to terminate the Agreement by providing written notice to the other Party.

16.8 Upon such termination, the Parties must promptly engage in good faith negotiations to determine and agree in writing on the performance of any outstanding obligations under the Agreement. The determination of outstanding obligations shall consider the impact of the Force Majeure and may include reasonable modifications to the Agreement to address the effects of the Force Majeure on the Parties’ obligations.

17. Amendments

17.1 Subject to the remainder of this clause, the Company reserves the right, at any time, to amend this Agreement by giving Customer at least 1 (one) month’s written notice before the date on which the amendments are to take effect.

17.2 In relation to Fees, these may be amended with one (one) months’ written notice before the date on which the amendments are to take effect. Upon receiving notice of an amendment to the Fees that is detrimental to the Customer, the Customer may, prior to the amendment taking effect, immediately terminate the Agreement if it objects to the amendment.

17.3 In all cases, the Parties may agree to any shorter notice period between them in respect of the notice periods stated in this clause.

18. Assignment and Transfer of Rights

18.1 No Party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under this Agreement (or purport to do so) without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed.

18.2 Notwithstanding, the Company may assign, novate or transfer this Agreement or any of its rights or obligations under this Agreement to any third-party. The Customer shall be provided with written notice of any such assignment, novation, or transfer.

18.3 Unless otherwise stated in this Agreement, neither Party’s liability to the other Party shall be affected by any assignment, transfer, charge, subcontract, delegation, declaration of trust or other dealings under this clause.

19. Governing Law

19.1 This Agreement shall be governed by and interpreted according to the law of the Czech Republic.

19.2 This Agreement and any dispute or claim arising out of, or in connection with, it, its subject or formation (including non-contractual disputes or claims) shall be resolved through negotiations between the Parties.

19.3 In case of failure of the Parties to resolve the dispute or claim during 30 (thirty) calendar days from the beginning of negotiations, any dispute, controversy, or claim arising out of or relating to this Agreement, including the conclusion, interpretation, execution, breach, termination, or invalidity thereof, shall be settled in the court in accordance with the Applicable Law.

20. General

20.1 This Agreement contains the whole agreement between the Parties relating to its subject and supersedes all prior discussions, arrangements, or agreements that might have taken place in relation to the Agreement. Nothing in this clause shall limit or exclude any liability for fraud or fraudulent misrepresentation.

20.2 Unless otherwise agreed, no delay, act, or omission by the Party in exercising any right or remedy will be deemed a waiver of that, or any other, right, or remedy.

20.3 A provision that by its intent or terms is meant to survive the termination of the Agreement will do so.

20.4 If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal, or unenforceable, that provision or part-provision will be deemed to be deleted. The validity and enforceability of the other provisions of the Agreement will not be affected.

20.5 The Parties agree that they are free to execute the Agreement by placing electronic signatures, including clickwrap signatures, fixed via the Platform. The Agreement executed through electronic signatures must have full legal force as if the respective Party’s handwritten signature signed it.

20.6 The Parties agreed that reference to written form of consent, notice, and communication includes email and other electronic communication methods.