In preparation, below are the standard conditions for proposals: Standard Commercial Terms relating to an Offer for Performance of Work (hereinafter the “Conditions”) of CGI IT Czech Republic s.r.o., with a registered office at: Laurinova 2800/4, 155 00 Praha 5, Czech Republic, Id. No: 624 123 88, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 34304 (hereinafter “CGI”) 1. These Conditions form an integral part of the offer by CGI to which they are enclosed (hereinafter the “Offer”). In these Conditions the term Customer shall mean the person to which the Offer is addressed. By the acceptance of the Offer the Customer accepts also these Conditions. In case of any inconsistency between the Offer and these Conditions the provisions of the Offer shall prevail. 2. CGI shall perform for the Customer the work specified in the Offer for price and under conditions stated in the Offer and these Conditions. 3. Customer shall provide CGI with any assistance necessary for performance of the work, i.e. provide any needed performance which shall not be provided by CGI according to the Offer and these Conditions. Customer shall also pay to CGI agreed price for performance of the work. 4. In cases when goods shall be supplied according to the Offer and such goods shall become property of the Customer, the ownership right to the goods shall pass to the Customer on the day when the price of the goods is fully paid. Risk of damage on the goods shall pass to the Customer on the day when the goods are delivered to the physical disposition of the Customer. Price of the goods, other expenses connected with the goods and conditions of their use are usually specified in the Offer. 5. In cases when a computer programme (software) shall be created or supplied according to the Offer, the software shall be supplied in machine code and provision of source code shall not be part of supply. Customer shall be entitled to use software only in accordance with its determination and under conditions specified below in paragraph 13 of these Conditions. 6. If the Offer states that the work shall be performed on the basis of control specification, the control specification shall be elaborated by CGI and approved without unreasonable delay by the Customer. Control specification shall mean a detailed and binding specification of qualities of the work. Control specification shall be a part of the performance provided by CGI on the basis of the Offer. 7. The work shall be handed over and taken over with the use of acceptance procedure which involves comparison of real qualities of the work with the specification of the work contained in the Offer or in the control specification (if such is prepared) (hereinafter the “Specification”). The work shall be supposed to be handed over and taken over at the moment of signature of acceptance protocol. The Customer shall be obliged to sign the acceptance protocol in case that qualities of the work correspond to the Specification to such extent that the work does not have any defects that would hinder its proper use. Work shall be supposed to be handed over and taken over also in case that the Customer refuses to sign the acceptance protocol without proper reason, especially if Customer did bring any software which constitutes part of the work into routine operation. 8. Price of the work is specified in the Offer and shall be paid according to the payment schedule specified in the Offer on the basis of invoices due fifteen (15) days within the day of delivery of the invoice to the Customer. 9. Should CGI fail to perform the work or its part by agreed date for reasons solely on the part of CGI, the Customer shall be entitled to claim contractual penalty amounting to 0,05% of the price of respective partial performance per every commenced day of delay. The total aggregate amount of this penalty shall not exceed 10% of total price. 10. Should the Customer fail to pay the price in time, CGI shall be entitled to claim default interest at the rate of 0,05% of the overdue amount per every commenced day of delay. 11. Parties expressly limit the right to compensation of damages, which may arise out of the Offer and these Conditions to each party for a total amount equal to 100% of total price. Essentially, lost profit, indirect and consequential damage will not be subject to compensation. The provisions of § 2898 of Act No. 89/2012 of the Collection of Laws (Coll.), the Civil Code (hereinafter referred to as the “Civil Code”) shall not be affected. 12. In cases when a warranty is provided according to the Offer, CGI provides warranty for functionality of the work in accordance with the Specifications during a period of three (3) months following handover and takeover of the work. In the course of the warranty period the Customer shall report all defects of the work within three (3) working days of detection of the defect. CGI shall analyse the properly reported defect and if it is covered by warranty, removes the defect without undue delay. Defect covered by warranty is only such a defect that was not caused by the Customer, third party or circumstances excluding obligation to pay compensation under § 2913, paragraph 2 of Act No. 89/2012 of the Civil Code. The Customer shall have no other claims based on liability for defects. 13. In cases when CGI’s activity according to the Offer results in creation of work protected by copyright pursuant to the Act No. 121/2000 Coll., Copyright Act, as amended (hereinafter an “Protected Work”), the Customer shall acquire, at the time of full payment of the price of the work, the right to use such Protected Work (licence). The licence shall be non-exclusive, non-transferable, territorially limited to the area of the Czech Republic and shall authorize the Customer to use the Protected Work only to the extent necessary for achieving the purpose of the Offer. Customer shall not be entitled to modify the Protected Work in any way or make it available to third parties. Remuneration for the licence is included in price of the work specified in the Offer. 14. Parties shall ensure protection of confidential information in terms of § 1730, paragraph 2 of the Civil Code obtained in connection with the Offer in manner common for protection of such information, if not explicitly agreed otherwise. 15. If the information provided by the party that is necessary for performance of Work specified in the Offer contains data that are subject to special protection pursuant to (i) the European Regulation 2016/679 relating to the processing of personal data as of its date of application, and (ii) any other laws relating to the processing of personal data applicable during performance of Work (herein after referred as to the “PDPA”), and if the party will be processing the personal data handed over by the other party pursuant to the PDPA, the parties shall conclude an agreement to the processing of personal data in accordance with the PDPA.. 16. For the duration of performance of the work and for a period of one (1) year after its termination, each party undertakes not to employ participants in the project assigned by the other party and not to cooperate with them in another way, except for cooperation on the performance of work according to the Offer and except for cases where this has been expressly permitted by the other party in writing. 17. Any amendment of the legal relationship based on the Offer can be made only by written agreement between the Customer and CGI. 18. Rights and obligations that arise on the basis of the Offer or in connection with it shall be governed by the laws of the Czech Republic, effective on the date of acceptance of the Offer by the Customer, especially provisions of Sect. § 2586 et seq. of the Civil Code. 19. All disputes arising from the Offer or in connection with it shall be decided by the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in accordance with its Code by three arbitrators. Arbitration procedure shall be held in Prague in Czech language.