23. 09. 2025

General Terms and Conditions for Upgates Partners

Please note: This text is an automated translation provided for your convenience. For all legal purposes, the original Czech version is the sole binding document. It can be found here.

These terms and conditions are effective from October 9. 2025:

1. INTRODUCTORY PROVISIONS

1.1 Definitions of Terms For the purposes of these General Terms and Conditions, the following terms have the following meanings:

Upgates: The company EVici webdesign sro, ID: 285 98 661, with its registered office at Petra Bezruče 139, 747 91 Štítina, operator of the platform for creating e-shops (hereinafter referred to as the "Upgates Platform").
Partner: A legal or natural person doing business who has created a partner account and uses the Marketplace to offer their services to Customers or to develop and offer Add-ons.
Customer: The owner of an e-shop operated on the Upgates Platform who requests the Partner's services or uses the Add-on created by him.
Marketplace: The client section of the Upgates Platform, which serves as a marketplace for:

publishing Partner profiles and their service offerings, mediating inquiries and managing the commission system,
offering, managing and distributing Add-ons.

Partner Account: A user account that a Partner creates to access the Marketplace and manage their activities.
Add-on: A software solution developed by a Partner that extends the functionality of the Upgates Platform. Details on the development, approval and management of Add-ons are set out in the Special Terms and Conditions for the Development of Add-ons.
Profile: A Partner's presentation on the Marketplace, containing their identification data and service offerings.

1.2 Subject matter and scope of validity

These General Terms and Conditions govern the rights and obligations between Upgates and each Partner who establishes a Partner Account and operates on the Marketplace.
By creating a Partner Account, the Partner expresses his/her unreserved agreement with these General Terms and Conditions and undertakes to comply with them.
For Partners who develop and offer Add-ons, the “Special Terms and Conditions for the Development of Add-ons” (hereinafter referred to as the “Special Terms and Conditions”) also apply in addition to these General Terms and Conditions. In the event of any conflict between these General Terms and Conditions and the Special Terms and Conditions, the Special Terms and Conditions shall prevail in matters relating exclusively to Add-ons.

1.3 Partner Status

The Partner declares that he is an entrepreneur within the meaning of applicable legal regulations and has all necessary authorizations and professional knowledge for the activities performed on the Marketplace.
The Partner acknowledges that Upgates allows Customers to use services through other Partners with a similar business purpose.

1.4 Intellectual property protection

The Partner undertakes not to infringe the intellectual property rights of third parties when operating on the Marketplace and providing services to Customers. The Partner is fully responsible for protecting its intellectual property rights.

2. ACCOUNT TERMS AND CONDITIONS

2.1 Setting up a Partner Account

The Partner is obliged to create a Partner Account in order to use the Marketplace. The condition for its creation is that the Partner is an entrepreneur within the meaning of applicable legal regulations.
To set up a Partner Account, it is necessary to provide true, complete and up-to-date information in the registration form, in particular the full business name, ID number, registered office and valid contact information (e-mail and telephone).
The Partner acknowledges that the email address provided during registration will be used as the primary means of communication with Upgates and undertakes to keep it active and check it regularly.

2.2 Account security

The Partner is obliged to protect his login details for the Partner Account and prevent their misuse by third parties.

2.3 Account Activity Responsibility

The Partner is fully responsible for all content that he/she uploads to his/her Partner Account, as well as for all activities that are carried out through his/her account (whether by the Partner himself/herself or by another person to whom he/she has granted access to the account).
All content and activities must be in accordance with the laws of the Czech Republic and these General Terms and Conditions.

2.4 Consequences of Violation

In the event that the Partner violates any obligation set out in this chapter, legal regulations or good morals, Upgates is entitled, at its discretion, to temporarily suspend or permanently cancel the Partner Account and prevent the Partner from further using the Service.

3. COMMISSION SYSTEM

3.1 Entitlement to commission

The Partner is entitled to a commission from each Project (i.e. an e-shop based on the Upgates Platform) that was demonstrably established through his unique affiliate link containing the Partner Code (hereinafter referred to as the "Token").
The exact amount of the commission and the period for which it is paid are defined in Chapter 9 of these General Terms and Conditions.

3.2 Conditions for obtaining a Token

The Partner will gain access to their Token only after completely and truthfully filling in all mandatory information in their Partner Account.

3.3 Commission attribution

The daily commission is automatically credited to the Partner Account after the daily payment for the operation of the given Project has been successfully made from its credit (so-called wallet).

3.4 Commission payment

The Partner may request a payout of commissions once the total amount of credited commissions in his Partner Account reaches a minimum value of 500 CZK (or the equivalent of 20 € depending on the currency of the Partner Account).
The following time limits apply to the withdrawal request:

The first request for payment can be submitted no earlier than 3 months after the date of the first commission being credited.
Any further payment request can be submitted no earlier than 3 months after the date of the last payment.

Payment is subject to the Partner issuing a valid tax document (invoice) and its delivery to Upgates. The details of the document and the method of delivery will be specified to the Partner in the Partner Account administration.

4.PROFILE AND OFFER

4.1 Creation and management

The Profile and Service Offering are managed through the Partner Account.
The Partner declares that he/she is familiar with the functions and capabilities of the Upgates Platform in detail before publishing the Profile and Offer.
The Partner undertakes to provide true, complete and up-to-date information in its Profile and Offer, including contact details, and to classify its services in the appropriate categories.

4.2 Content and Price Rules

The content of the Profile and Offer must not contain exaggerated advertising messages (especially excessive use of superlatives) or misleading information.
The subject of the Offer must not be services that directly compete with the main services of the Upgates Platform.
The price information in the Offer must be transparent. If a specific price is stated, the final price of the order must not differ by more than 15%, unless the increase has been demonstrably agreed in advance with the Customer due to an expansion of the scope of work.

4.3 Approval process and Upgates rights

All content of the Profile and the Offer is subject to approval by Upgates before publication. Approval will be made within a reasonable time.
Upgates reserves the right, at its sole discretion and without giving any reason, to refuse to publish, suspend visibility or permanently remove any Profile or Offer from the Marketplace, in particular if:

a) The Partner violates these General Terms and Conditions or legal regulations,
b) the Partner's services have a high error rate or Upgates receives repeated and justified negative reviews from Customers,
c) The Profile or Offer no longer corresponds to Upgates' business or marketing strategy,
d) there is no long-term interest in the Partner's services on the Marketplace.

4.4 Liability and contractual relations

Upgates acts only as an intermediary for the initial contact between the Partner and the Customer. All contractual relationships regarding the provision of services arise exclusively and directly between the Partner and the Customer.
The Partner bears full and exclusive responsibility for the quality, scope and legality of its services, for the content of its Offer and for the fulfillment of all obligations towards the Customer.
Upgates bears no responsibility for the services provided by the Partner, for any defects, damages or disputes arising between the Partner and the Customer.
If the Partner breaches any obligation arising from these General Terms and Conditions, he/she shall be liable for all damage (including damage to reputation) that Upgates incurs.

4.5 Interventions in the Customer Project

The Partner is responsible for all changes and interventions made by him to the Customer's Project and for any errors or limitations in functionality caused by these interventions.
In such cases, Upgates technical support is not obliged to provide assistance in resolving problems caused by the Partner's intervention.

5. PROFILE EDITIONS AND PROMOTION

5.1 Upgates' right to request modifications

Upgates is entitled to ask the Partner at any time to edit their Profile or Offer (e.g. texts, graphics) if they find their content or form unsatisfactory or in conflict with Upgates' marketing strategy.

5.2 License to promote

By publishing the Profile and the Offer on the Marketplace, the Partner grants Upgates a free, non-exclusive license to use the content of the Profile (in particular the name, logo, description of services) for marketing and promotional purposes related to the Upgates Platform.
This license includes, in particular, the right to share the content on social networks and other Upgates communication channels and the right to obtain and publish automated translations of the Profile into other languages (e.g. for the Slovak and English versions of the Marketplace).

5.3 Publication of the Offer as a Supplement

If Upgates deems it beneficial and the Partner agrees, the Service Offer (typically an offer to connect Upgates to third-party systems or functions via API; XML, CSV transfers or conversion codes) may also be published as an Add-on on the Marketplace in the “Add-ons” section.
In such a case, the contractual relationship regarding this Supplement will be governed primarily by the "Special Terms and Conditions for the Development and Offer of Supplements".

6. DEMAND FOR SERVICES

6.1 Demand process

The Customer sends a request for services via the request form located in the Partner Profile.
Upgates acts only as a mediator of the initial contact in this process. All subsequent communication, negotiations, conclusion of the contract and invoicing take place exclusively and directly between the Partner and the Customer.

6.2 Partner's obligations when handling a request

The Partner undertakes to respond to Customer requests on working days no later than 48 hours.
In the Partner Account administration, the Partner is obliged to indicate the status of the request (whether it is accepted or rejected) and, if accepted, inform the Customer about the next steps.
The Partner is obliged to inform the Customer in advance in a clear manner about the total price (or the method of its calculation) and the exact scope of the services provided.

6.3 Using the inquiry form

Although the Customer may contact the Partner through other channels, Upgates strongly recommends that all initial communication be directed through the Marketplace inquiry form. This is the only way to ensure records and the possibility of subsequent evaluation of services, which contributes to the transparency and credibility of the entire Marketplace.

7. EVALUATION OF SERVICES

7.1 The process of obtaining a rating

After completing and handing over the order to the Customer, the Partner initiates the evaluation process by sending a request for order approval from their Partner account.
The system will then automatically prompt the Customer to confirm the completion of the order and to fill out an evaluation form.
The completed and submitted evaluation will be automatically published in the Partner Profile.

7.2 Management and moderation of reviews

Upgates reserves the right, but not the obligation, to review and possibly remove reviews that are contrary to legal regulations or good morals.
This includes, in particular, reviews containing vulgar language, personal attacks, demonstrably false information, spam, or reviews that clearly do not relate to the service provided.
Upgates is not obliged to inform the Partner or the Customer about any removal of the rating.

8. CANCELLATION AND TERMINATION

8.1 Termination by Partner

The Partner is entitled to terminate cooperation with Upgates at any time without giving a reason.
Termination is carried out by sending a request to cancel the Partner Account to the e-mail address partner@upgates.cz.
The Partner Account will be cancelled without undue delay after receipt of the request. This cancellation does not affect any obligations of the Partner towards Customers that arose before the account was cancelled.

8.2 Termination by Upgates

Upgates is entitled to terminate cooperation with a Partner with immediate effect and cancel his Partner account in the event of a material breach of these General Terms and Conditions or legal regulations. A material breach is considered to be, in particular:

a) posting content that is contrary to legal regulations or good morals (e.g. content containing expressions of intolerance),
b) repeated provision of poor-quality services leading to damage to the reputation of Upgates,
c) any other conduct that seriously harms the legitimate interests or good name of Upgates.

Upgates further reserves the right to terminate the cooperation with the Partner without giving any reason. In such a case, the Partner will be notified via their contact email and the cooperation will be terminated upon expiry of a 14-day notice period.

8.3 Consequences of termination

Canceling a Partner Account will deactivate and delete all account content and prevent access to it.
Termination of cooperation does not extinguish Upgates' right to compensation for any damage caused by the Partner, nor the Partner's right to payment of commissions to which he was entitled before the date of termination of cooperation, unless the reason for termination was fraudulent conduct by the Partner.

9. MODIFICATION OF THE SERVICE AND COMMISSION TERMS

9.1 Changes and availability of the Service

Upgates reserves the right to modify the Service (Marketplace), add new features or remove some features, unless this results in a significant deterioration in its basic functionality.
Upgates does not guarantee the continuous availability of the Service and reserves the right to interrupt its provision for a period of time necessary for maintenance.

9.2 Fees for using the Marketplace

Creating a Profile and publishing an Offer on the Marketplace is free for the Partner.
Upgates does not charge the Customer any fee for processing the Inquiry.

9.3 Amount and duration of commission

Unless otherwise specified in the individual contract (pursuant to Article 9.4), Upgates undertakes to pay the Partner a commission of 15% of the payments for each Project that was established using its Token.
The commission payment period is determined as follows:

a) for a period of 1 year from the date of the first commission, if the Partner only creates a Partner Account and uses the commission system.
b) for a period of 2 years from the date of the first commission, if the Partner simultaneously meets all of the following conditions:

has a created, approved and published Profile including the Service Offer,
actively accepts requests and provides services to Customers,
visibly presents information about the partnership with Upgates, including the Upgates logo, on its public websites.

9.4 Individual conditions

Upgates reserves the right to agree with the Partner on the individual amount of the commission and the time of its payment. Such agreement must be in writing.

9.5 Payment terms

The commission is paid in the Partner Account currency (CZK or EUR) to the Partner's bank account specified on the invoice.
The maturity date of invoices for commissions is set at 14 calendar days from the date of their demonstrable delivery to Upgates, unless a longer maturity date is stated on the invoice.

10. PROHIBITION OF CIRCUMVENTION OF THE PLATFORM

10.1 Partner's Commitment

If the Partner establishes contact with the Customer via the Marketplace inquiry form, the Partner undertakes not to take any steps that would circumvent the Marketplace systems and prevent subsequent evaluation of the order.

10.2 Scope of the commitment

This commitment applies exclusively to business cooperation that was demonstrably initiated via an inquiry form on the Marketplace.
It does not apply to cases where the Partner has established a business relationship with the Customer demonstrably independently of the Upgates Platform (e.g. based on its own marketing activities).

10.3 Duration of the obligation

This obligation applies for the entire time that the Partner has an active Partner Account on the Marketplace.

11. COPYRIGHT AND OWNERSHIP OF CONTENT

11.1 Ownership of Partner Content

All intellectual property rights to the content (texts, logos, graphics) that the Partner uploads to their Profile remain the property of the Partner. Upgates does not claim any ownership rights to this content.

11.2 Licenses provided by Partner

By posting content to the Marketplace, Partner acknowledges that such content will be publicly available and grants the following licenses:

a) Upgates is licensed to use the content for promotional purposes to the extent defined in Article 5.2 of these terms and conditions,
b) other Marketplace users and the public a license to view and, to a normal extent, share this content (e.g., sharing a link to the Profile).

12. CHANGE OF TERMS AND CONDITIONS

12.1 Upgates' right to change

Upgates reserves the right to unilaterally and to a reasonable extent amend these General Terms and Conditions, in particular due to changes in legal regulations, technological changes to the Service or expansion of the service offering.

12.2 Notification Process and Partner Rights

Notification of changes to the terms and conditions, including the wording of the new terms and conditions and their effective date, will be delivered to the Partner by e-mail to their contact address in reasonable advance, usually at least 14 days before they come into effect.
If the Partner does not agree with the change, he/she is entitled to terminate the cooperation by means of a notice delivered to Upgates no later than the date on which the new version of the terms and conditions comes into effect.
If the Partner does not terminate the cooperation in this way, it is deemed that he/she agrees to the new wording of the terms and conditions.

12.3 Availability of conditions

The current and valid version of the General Terms and Conditions is always available on the Upgates website: https://www.upgates.cz/obchodni-podminky .

13. PROTECTION OF PERSONAL DATA AND CONFIDENTIALITY

13.1 Processing of Partner data by Upgates

Upgates processes the personal data of Partners (natural persons) in the position of administrator for the purpose of fulfilling this contract and for marketing purposes.
Detailed information on the processing of personal data by Upgates is provided in a separate Privacy Policy available on the Upgates website.
By creating a Partner Account, the Partner agrees to the use of their contact details to send Upgates commercial communications regarding their own products and services.

13.2 Partner's obligations when processing Customer data

The Partner acknowledges that when providing its services, it processes the personal data of Customers and in this relationship acts as an independent administrator or processor of personal data for the Customer.
The Partner undertakes to comply with applicable personal data protection legislation, in particular Regulation (EU) 2016/679 (GDPR), during all such processing.
The Partner bears full and exclusive responsibility for its personal data processing practices. The Partner undertakes to indemnify Upgates for any damage (including fines from supervisory authorities and legal costs) that Upgates may incur as a result of the Partner's breach of its obligations under this chapter.

13.3 Confidentiality

The parties undertake to maintain the confidentiality of all confidential information provided to each other. All information that is explicitly marked as such, as well as all information whose disclosure could cause harm to the other party, is considered confidential.
This obligation continues even after the end of the cooperation.

14. COMPLIANCE WITH COMMUNICATION RULES

14.1 Binding nature of the Communication Rules

The Partner undertakes to strictly comply with the document "Communication Rules for Upgates Partners" (hereinafter referred to as the "Communication Rules") in all its marketing and business communications relating to the Upgates Platform or services offered on the Marketplace.
These Communication Rules are available online here and form an integral part of these General Terms and Conditions.
Any violation of the Communication Rules is considered a material breach of these General Terms and Conditions and may be grounds for immediate termination of cooperation pursuant to Article 8.2.

15. GENERAL PROVISIONS

15.1 Limitation of Upgates' Liability and Warranties

The Marketplace Service is provided to Partners on an “as is” basis. Upgates makes no warranties that the Service will fully meet Partner’s specific requirements or that it will be available uninterrupted, secure, or error-free.
To the maximum extent permitted by law, Upgates shall not be liable for any direct, indirect, incidental or consequential damages (including lost profits) incurred by the Partner in connection with the use or inability to use the Service.

15.2 Partner's Obligations

The Partner undertakes not to reproduce, duplicate, copy or otherwise exploit any part of the Service without the prior written consent of Upgates.
The Partner may not upload or distribute any malicious code (viruses, worms, etc.) when using the Service.

15.3 Completeness of the Agreement

These General Terms and Conditions, together with the document “Communication Rules for Upgates Partners” and together with the “Special Terms and Conditions for the Development and Offer of Add-ons” (if applicable to the Partner), constitute the entire agreement between the Partner and Upgates and supersede all prior oral and written agreements.

15.4 Salvation clause

Should any provision of these terms and conditions become invalid or unenforceable, the validity and enforceability of the other provisions shall remain unaffected.

15.5 Governing law and jurisdiction

This contractual relationship and all matters arising from it are governed by the laws of the Czech Republic.
All disputes arising from these terms and conditions will be resolved by the courts of the Czech Republic with relevant jurisdiction.

15.6 Contact details

Please send all questions related to these General Terms and Conditions to the following e-mail address: partner@upgates.cz.