31. 07. 2026

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 August 14. 2026.

1. BASIC PROVISIONS

1.1 Identifying Upgates

Upgates is a company EVici webdesign sro, Company ID 285 98 661, with its registered office at Petra Bezruče 139, 747 91 Štítina, which operates the Upgates Platform, Marketplace and related affiliate program (hereinafter referred to as "Upgates").

1.2 Definition of terms

For the purposes of these General Terms and Conditions, the following applies:

a) AI Act Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended;

b) AI Offering means an Offering in which an AI system is substantially used to provide a service to or made available to a Customer. An AI Offering does not include merely ancillary internal use of an AI system by a Partner that is not part of a service provided to a Customer;

c) AI system means an artificial intelligence system within the meaning of Article 3(1) of the AI Act;

d) Add-on means a software solution, application or connection service created by the Partner that extends the functionality of the Upgates Platform or connects it to a Partner or third party service;

e) Marketplace part of the Upgates Platform intended primarily for presenting Partners and their Offers, submitting Inquiries, publishing reviews, managing the commission system and offering or distributing Add-ons;

f) Offer means a description of a service, product, Add-on or other performance of the Partner published in the Profile, on the Marketplace or in any other manner within the Upgates partner program;

g) General Terms and Conditions means these General Terms and Conditions for Upgates Partners;

h) Partner means a natural person doing business or a legal entity who has set up a Partner Account and uses the Upgates partner program for the purpose of offering their services or developing and offering Add-ons;

i) Partner Account means the Partner's user account intended for accessing the Marketplace and managing its activities in the Partner Program;

j) The Upgates Platform means the platform for creating and operating Upgates e-shops, including related technical and administrative interfaces;

k) Inquiry means a Customer's request for a Partner's service submitted via the Marketplace or in another manner related to the Partner's Profile or Offer;

l) The Partner's presentation profile on the Marketplace, containing in particular its identification data and Offers;

m) Project means an e-shop or other customer instance operated on the Upgates Platform;

n) Token means a partner code, link or other identifier assigned to a Partner, which can be used to record the establishment of a Project or other fact decisive for the creation of a claim to a commission;

o) Customer means the Project owner who requests or uses the Partner's services or its Add-ons, or a person authorized to act on behalf of the Project owner;

p) Special Terms and Conditions Special terms and conditions for the development and offer of Supplements.

1.3 Subject and scope of the General Terms and Conditions

These General Terms and Conditions govern the rights and obligations between Upgates and the Partner when using the Partner Account, Marketplace, commission system and other related Upgates services.
The General Terms and Conditions are business terms and conditions within the meaning of Section 1751 of Act No. 89/2012 Coll., the Civil Code, and form part of the contract between Upgates and the Partner.
The Partner enters into a contractual relationship with Upgates solely as an entrepreneur. The General Terms and Conditions are not intended for consumers.
When using the Marketplace, the Partner is also obliged to comply with the relevant legal regulations and operational, technical, security and communication rules that have been issued in accordance with these General Terms and Conditions and have been made available to the Partner.

1.4 Relationship of contractual documents

In addition to the General Terms and Conditions, Special Terms and Conditions also apply to a Partner who develops or offers Add-ons.
The Special Terms and Conditions shall prevail over the General Terms and Conditions only in matters relating to the development, offering, operation or termination of the Add-ons. In all other matters, the General Terms and Conditions shall apply.
The individual agreement between Upgates and the Partner takes precedence over the General and Special Terms and Conditions to the extent that it expressly deviates from them.
Operational, technical, security and communication rules may specify the manner of using the Marketplace or its individual functions. However, they cannot materially change the basic rights and obligations of the Partner without a procedure for amending the General Terms and Conditions.

1.5 Conclusion of the contract

The contract between Upgates and the Partner is concluded by creating a Partner Account after the Partner confirms his/her agreement with the General Terms and Conditions. The contract may also be concluded in another demonstrable manner by which the Partner accepts the General Terms and Conditions and Upgates makes the Partner Program available to him/her.
Upgates will allow the Partner to familiarize themselves with the General Terms and Conditions before concluding the contract and to save their text.
The person who establishes a Partner Account or accepts the General Terms and Conditions on behalf of the Partner confirms that he or she is authorized to bind the Partner.
Changes to an already concluded contract are governed by Chapter 11 of these General Terms and Conditions.

1.6 Partner Status and Upgates

The Partner declares that he is an entrepreneur and has the authorization and professional competence necessary for the services he offers or provides.
The Partner acts towards Customers independently, in his own name, on his own account and at his own risk.
Upgates operates the Upgates Platform and Marketplace. By merely posting an Offer, submitting an Inquiry, or enabling the offering or distribution of a Supplement, Upgates does not become a party to the agreement between the Partner and the Customer, nor does it become a service provider of the Partner or a third party.
The agreement between Upgates and the Partner does not establish an employment relationship, partnership, agency, commercial agency, franchise, or authorization for the Partner to act on behalf of Upgates, unless the parties expressly agree otherwise.
The Partner does not have an exclusive position or claim to a specific ranking or visibility on the Marketplace, the number of Inquiries, or a specific business result.
The designation of the business status of Upgates, Partner, Customer or third party under these General Terms and Conditions does not change their roles and obligations that arise for them, according to the actual nature of their activities, from the AI Act, data protection regulations or other binding legal regulations.

2. PARTNER ACCOUNT AND COMMUNICATION

2.1 Setting up a Partner Account

To use the Marketplace, the Partner is required to set up a Partner Account.
When registering, the Partner shall provide true, complete and up-to-date information required in the registration form, in particular: a) business name or first and last name; b) company ID, if assigned; c) registered office or place of business; and d) contact e-mail address and telephone number.
Upgates may, to a reasonable extent, verify the identity of the Partner, its business authorization and the authorization of the person acting on its behalf. The Partner shall provide Upgates with the documents necessary for such verification.
Upgates may refuse registration, suspend its completion or request additional data if: a) the Partner fails to provide the requested data or supporting documents; b) there are reasonable doubts about the Partner's identity, the authority of the acting person or the accuracy of the data provided; c) the Partner's intended activity clearly contradicts legal regulations or these General Terms and Conditions; or d) there is a specific security, legal or serious reputational risk to Upgates, the Upgates Platform or Customers.
The Partner Account is intended exclusively for the Partner. The Partner may not transfer it to another person or allow its use by a person who is not acting for the Partner, without the prior consent of Upgates.
The Partner may not establish or use multiple Partner Accounts for the purpose of circumventing these General Terms and Conditions, commission rules or measures taken by Upgates.

2.2 Accuracy and updating of data

The Partner is obliged to keep the data in the Partner Account true, complete and up-to-date.
The Partner will notify Upgates of any change in data or make it in the Partner Account without undue delay.
The contact email address provided in the Partner Account is the Partner's main contact for communication with Upgates (My Profile/Main/email). The Partner is obliged to keep this address functional and check it regularly.
Upgates may request the Partner to confirm or update its data. If the Partner fails to provide the necessary cooperation, Upgates may take appropriate measures in accordance with Chapter 9 of these General Terms and Conditions.
The Partner is responsible for the consequences caused by not notifying a change in their data or not keeping the contact e-mail address functional.

2.3 Partner Account Security

The Partner protects the login details for the Partner Account from loss, disclosure or misuse.
The Partner is obliged in particular to: a) use a sufficiently strong and unique password; b) not disclose access data to unauthorized persons; c) allow access only to persons who need it to perform tasks for the Partner; d) remove access from a person whose authorization has expired; and e) use multi-factor authentication or another security feature if Upgates determines it to be mandatory.
The Partner shall notify Upgates without undue delay of any suspicion of unauthorized access, account misuse, leakage of access data or other security incident relating to the Partner Account.
The Partner will provide Upgates with the cooperation necessary to investigate the incident, secure the account, and limit its consequences.
If Upgates has reasonable suspicion that the Partner Account is being misused or its security is compromised, it may temporarily block access. Upgates will allow access again once the reason for the block has passed and the Partner has implemented the required security measures.

2.4 Responsibility for using the Partner Account

The Partner is responsible for the actions of persons to whom he has granted access to the Partner Account as if he were acting alone.
The Partner is also liable for unauthorized use of the Partner Account if it occurred as a result of a breach of his obligations under this chapter.
The Partner is not liable for unauthorized use of the account to the extent that it was caused exclusively by a breach of Upgates' obligation or circumstances that the Partner could not reasonably have avoided while complying with its obligations under this chapter.
The Partner is responsible for the content uploaded through the Partner Account in accordance with Chapter 3 and for compliance with the rules for using the Marketplace in accordance with Chapter 6 of these General Terms and Conditions.

2.5 Communication and delivery

Upgates and the Partner may communicate in connection with the Partner Program via: a) the Partner Account; b) the Partner's contact email address; c) Upgates' contact email addresses; d) the ticketing system of the test e-shop, if the Partner has such an e-shop set up on Upgates and linked to the Partner Account, or e) another means of communication agreed upon between the parties.
Notifications regarding changes to terms, restrictions or termination of cooperation, security incidents, commissions or other material facts must be recorded in text form.
An e-mail notification is effective against the recipient from the moment it reaches his/her electronic mailbox. If this moment cannot be proven, the e-mail is deemed to have been delivered 24 hours after sending, unless: a) the sender has not received a message about the impossibility of delivery; and b) the recipient does not prove that the message did not reach him/her through no fault of his/her own.
A notice made available only in the Partner's account is deemed to have been delivered if a notification was simultaneously sent to the Partner's contact email address.
If the Partner does not notify a change in the contact email address, Upgates may deliver to the last address listed in the Partner Account.
Telephone or other oral communication serves primarily for operational communication. To have legal effects, it must be subsequently confirmed in text form, unless the parties agree otherwise in a specific case.

3. PROFILE, OFFERS AND MARKETPLACE

3.1 Creating and Managing a Profile

The Partner creates and manages his/her Profile and Offers through the Partner Account.
The Partner provides true, understandable, complete and up-to-date information in the Profile and Offers and classifies the Offers in the appropriate categories.
Before publishing the Offer, the Partner is obliged to know, to the extent necessary for its provision, the functions and technical limitations of the Upgates Platform to which the Offer relates.
The Partner will update or remove information that is no longer correct or could mislead the Customer without undue delay.

3.2 Content of the Offer and Pricing Information

The Profile or Offer may not contain: a) false, misleading or unsubstantiated claims; b) illegal content or content that violates the rights of third parties; c) claims that give the impression that the Partner is acting on behalf of Upgates or that Upgates guarantees its services, unless Upgates has expressly confirmed this; d) false or out-of-date references, certifications, guarantees, partnerships, results, technical capabilities or service availability data; or e) content that compromises the security or proper functioning of the Upgates Platform or the credibility of the Marketplace.
Without Upgates' prior consent, the Partner may not offer a service through the Marketplace whose primary purpose is to replace or resell the basic service provided directly by Upgates.
If the Partner provides a price, it must be clear: a) whether it is a fixed price, estimate, hourly rate or “from” price; b) what the price includes; c) whether the price includes VAT; and d) whether additional fees or costs may arise.
If a fixed price is stated in the Offer, the final price may not exceed the stated price by more than 15%, unless the Customer demonstrably agrees in advance to a price change due to a change in the scope of the service or other new requirements.
The Partner may not promise, through the Offer, a change to the Upgates Platform, individual technical support, availability guarantee, payment waiver, benefit or other commitment to Upgates, unless expressly authorized to do so.

3.3 AI Offerings and other regulated services

The Partner is obliged to mark each AI Offer before publication and provide Upgates with information appropriate to the nature and risks of the AI system used.
The Partner shall specify in particular: a) the purpose and main functions of the AI system; b) whether the AI system is provided by the Partner or a third party, and the identification of this third party or its services; c) what outputs the AI system produces and whether it communicates directly with the Customer or another natural person; d) what basic categories of data the AI system uses and whether the data is transferred to the Partner or a third party; e) whether customer data may be used to train or further develop the AI system; f) whether the AI system is, in the Partner's assessment, subject to special obligations under the AI Act; and g) known material limitations or conditions for the safe use of the AI system.
The Partner may not offer, through the AI Offer, the use of an AI system or a procedure that is prohibited by law.
Upon a justified request from Upgates, the Partner shall submit the documents necessary to verify the information pursuant to this Article. Upgates may only request information proportionate to the function and risks of the AI Offering.
The Partner shall notify Upgates without undue delay of any change to the AI system, its provider, purpose, method of data use or legal classification if it may affect the information provided in the Offer, the Customer's obligations or the risks of the service.
The Partner will provide the Customer with understandable information necessary for the safe use of the AI system and to fulfill the obligations arising for the Partner or the Customer from the AI Act and other legal regulations.
A Partner may not represent an AI system as certified, approved, secure, or compliant with the AI Act unless it has adequate and up-to-date evidence to support such a claim.
The rules for AI Add-ons, including the prohibition of high-risk AI systems and the rules for using customer data for training, are set out in the Special Terms.
The obligations under this article shall apply mutatis mutandis to another regulated service if Upgates needs relevant information to assess its legality, safety or the terms of its offer on the Marketplace.

3.4 Approval, modification and deletion of a Profile or Offer

The Profile, the Offer and any material changes thereto are subject to approval by Upgates prior to publication.
Upgates will conduct an assessment within a reasonable period of time. By approving a Profile or Offer, Upgates does not confirm their legal, technical or commercial correctness nor does it assume responsibility for the Partner's services.
The Partner has no legal right to publish the Profile or Offer. Upgates may refuse publication in particular if: a) the Profile or Offer does not comply with these General Terms and Conditions; b) the Partner does not provide the requested information or cooperation; c) there is a legal, security or technical risk; d) the Offer does not correspond to the focus or business strategy of the Marketplace; or e) Upgates does not have the technical or operational conditions necessary for its publication.
If Upgates discovers a deficiency in an already published Profile or Offer, it may request the Partner to remedy it within a reasonable period of time. Unless Upgates sets a different period of time, the Partner shall remedy the deficiency within five business days.
Upgates may temporarily hide a Profile or Offer without prior notice if necessary to mitigate: a) a security incident or technical risk; b) a clear violation of legal regulations or the rights of third parties; c) an imminent risk of harm to Customers or Upgates; d) the use of an unannounced or incorrectly described AI feature; or e) another risk that cannot be delayed.
Upgates will inform the Partner of the reason for rejection, concealment or removal to the extent that this is not prevented by legal regulation, third party protection, the security of the Upgates Platform or an ongoing investigation.
Upgates may modify the format, language, classification or display of the Profile and the Offer, provided that this does not materially alter their meaning. Upgates will discuss any material change in content with the Partner.
The Offer may also be published as a Supplement with the Partner's consent. Once it is included among Supplements, the Special Terms and Conditions will also apply to it.

3.5 Profile and Offer Promotion

By publishing a Profile or Offer, the Partner grants Upgates a royalty-free, non-exclusive license to use them to the extent necessary for the operation and promotion of the Marketplace and the Upgates Platform.
The license includes in particular the right to: a) display, store and reproduce the content; b) appropriately modify it for technical or graphic display; c) include it in catalogues, newsletters, presentations, advertising and social media posts; and d) translate it into language versions of the Marketplace.
The license is granted for the entire world for the period of publication of the Profile or Offer and subsequently to the extent necessary for archiving and completing already published promotional materials.
Upgates will use a separate case study based on the Partner's activities only with the Partner's prior consent.
The Partner declares that it is authorized to provide the content and that its use within the scope of this article will not violate the rights of third parties.
Upgates is not obliged to use the content for promotion. The Partner is not entitled to any remuneration, certain visibility, number of Inquiries or other performance.
If a Partner notifies Upgates of a material error in the translation or editing of its content, Upgates will correct it within a reasonable period of time or cease using the affected content.

3.6 Contractual relationship between Partner and Customer

The contract for the service offered by the Partner is concluded directly between the Partner and the Customer. Upgates is not a party to this contract unless it expressly undertakes to do so in a specific case.
The Partner is responsible for the content of the Offer, the provision of the service and the fulfillment of its obligations towards the Customer.
The Partner will negotiate with the Customer the conditions necessary for a specific service, in particular its scope, price, term, responsibility, support, licenses and data handling.
If the service or a substantial part of it is provided by a third party, the Partner shall inform the Customer in advance and clearly state: a) who is the service provider; b) with whom the Customer is concluding the contract; c) who invoices the service; and d) who provides support and handling of defects or complaints.
The Partner may not accept a commitment on behalf of Upgates without prior authorization.
The liability of Upgates and the Partner is governed by Chapter 9 of these General Terms and Conditions.

3.7 Interventions in the Customer Project

The Partner may intervene in the Project only with the Customer's authorization and to the agreed extent.
The Partner performs the intervention professionally and with due regard to the security, stability, availability and integrity of the Project and Upgates Platform data.
Before a risky intervention, Partner will: a) notify the Customer of the significant risks; b) recommend an appropriate data backup; and c) use a test or non-production environment if appropriate and available given the nature of the intervention.
After completing the intervention, the partner will remove access and permissions that are no longer needed.
The Partner is liable for any error or functional limitation caused by a breach of obligations under this article.
Upgates is not obliged to eliminate the consequences of the Partner's intervention free of charge. If the Partner causes Upgates to incur reasonable costs by breaching its obligations, it will compensate them in accordance with Chapter 9 of these General Terms and Conditions.

4. INQUIRIES AND EVALUATIONS

4.1 Submission of Inquiries

The Customer can send an Inquiry to the Partner via the Marketplace.
Upgates ensures the transmission of the Inquiry and the initial contact between the Customer and the Partner. Upgates does not guarantee that the Partner will accept the Inquiry or that a contract will be formed between the Partner and the Customer.
Subsequent communication, negotiation of terms, conclusion of the contract and invoicing take place directly between the Partner and the Customer.
Upgates may record information about the Request, its status and communication conducted through the Marketplace to the extent necessary for: a) operation of the Marketplace; b) handling complaints and disputes; c) protection of the rights of Upgates, the Partner or the Customer; d) monitoring compliance with these General Terms and Conditions; and e) evaluation of the functioning and quality of the Marketplace.
The handling of personal data contained in the Inquiry is governed by Chapter 8 of these General Terms and Conditions and the relevant personal data protection principles.

4.2 Partner's obligations when handling an Inquiry

The Partner will respond to the Inquiry no later than two business days after its delivery.
The Partner shall indicate in the Partner Account whether the Request is accepted, rejected or needs clarification. If the status of the Request subsequently changes, the Partner shall update it without undue delay.
Before commencing the service, the Partner shall inform the Customer at least of: a) the scope of the service; b) the price or method of determining it; c) the expected date of performance; d) the required cooperation of the Customer; e) significant dependencies on third-party services; f) relevant licensing, technical or data restrictions; g) significant risks of interference with the Project; and h) the method of handing over the output and providing follow-up support, if agreed.
For AI Offers, the Partner will also provide information pursuant to Article 3.3 of these General Terms and Conditions.
The Partner may not accept the Request if it knows or, with regard to its professional care, should know that it does not have the authorization, professional competence, capacity or technical capabilities to properly provide the service.
If an obstacle arises after the Request has been accepted, the Partner will inform the Customer about it without undue delay and propose an appropriate solution.
The Partner communicates with the Customer truthfully, objectively and professionally. He/she may not use deceptive, harassing, offensive or coercive behavior.
The Partner shall retain, to a reasonable extent, the records necessary to document the agreed scope, price, changes to the assignment and delivery of the output, for the period necessary to settle mutual rights and obligations.

4.3 Using the inquiry form

The inquiry form is used to record initial contact, manage the inquiry, and subsequently evaluate the service.
The Partner may not instruct the Customer to circumvent the inquiry form, inquiry record, evaluation, or other Marketplace mechanism if contact with the Customer was established through the Marketplace.
The Partner may communicate with the Customer outside the Marketplace after the Inquiry has been delivered. Such communication must not be used to circumvent these General Terms and Conditions and the Partner must be able to demonstrate substantial arrangements with the Customer.
The prohibition of circumvention of the Marketplace is regulated in more detail in Chapter 6 of these General Terms and Conditions.

4.4 Service evaluation

After completion or handover of the service, the Partner may request confirmation of completion and evaluation of the service from the Customer through the Partner Account.
The partner may only request an evaluation for the service actually provided or delivered.
In particular, the Partner may not: a) create or provide fictitious reviews; b) rate its own service through a related person without a real customer relationship; c) force the Customer to provide a review; d) condition the completion of the service or the fulfillment of another obligation on the provision of a review; e) require predetermined or only positive reviews; f) offer a reward or other benefit for a review, unless Upgates permits this in advance under transparent conditions; or g) threaten or penalize the Customer for a negative review.
The rating submitted by the Customer may be published in the Partner Profile. Its publication and further display is subject to the moderation rules according to Article 4.5.
The Partner is not entitled to receive a certain number of reviews or to a specific content or result of the review.

4.5 Moderation, objections and abuse of ratings

Upgates is not required to generally review a review before publishing it. However, it may not publish, temporarily hide or remove a review if it discovers or receives reasonable notice that the review: a) is unlawful; b) is manifestly false, inauthentic or manipulated; c) does not relate to the service being reviewed; d) contains threatening, insulting, discriminatory or vulgar content; e) unlawfully discloses personal data, trade secrets or other confidential information; f) violates the rights of a third party; g) contains malicious code, spam or unrelated advertising; or h) is duplicate or has been created with the purpose of artificially influencing the Partner's review.
If only a separable part of a review is objectionable, Upgates may hide or anonymize it, unless this materially alters the meaning of the review. Otherwise, it will remove or hide the review in its entirety.
Upgates may determine the order, weight, and display method of ratings based primarily on their timeliness, credibility, number of completed orders, and other indicators related to the quality of service. The Partner is not entitled to a specific order or display method.
A partner may file a reasoned objection to a published evaluation. The objection must identify the evaluation in question, the specific reason and the available supporting documents.
Upgates will assess the objection within a reasonable time based on the available information. It may request a statement from the Partner or Customer and may keep the rating published or temporarily hide it during the assessment period.
Upgates is not obliged to decide a private law dispute between the Partner and the Customer or to take evidence within the scope of judicial or administrative proceedings.
Upgates will notify the Partner of the result of their objection and a brief reason for the decision, unless prevented by legal regulation, third party protection or ongoing investigation.
Abuse of the rating system is a violation of these General Terms and Conditions. Upgates may remove the rating in question and take appropriate action in accordance with Chapter 9.

5. COMMISSION SYSTEM AND FEES

5.1 Creation of entitlement to commission

The Partner is entitled to a commission from payments for the operation of the Project if: a) the Project was demonstrably established via the Partner Token; b) the Project was assigned to the Partner in the commission system; c) the Customer has actually made the relevant payment; and d) there are no reasons precluding the claim under this article.
The right to a commission does not arise in particular if: a) The Project was not established via a Token or it cannot be demonstrably assigned to the Partner; b) The Customer was already an Upgates customer before the Project was established or was in demonstrable business dealings with Upgates or another Partner in relation to the same Project; c) The Partner used the Token for his own Project or for the Project of a person connected to him in terms of property or personnel without a real business purpose; d) The Project was created artificially, automatically, fraudulently or in another abusive manner; or e) The Partner violated the rules of the commission system in a way that affected the creation, assignment or amount of the commission.
Each Project can only be assigned to one Partner for the purposes of the commission system.
The Upgates commission system records are decisive. The Partner may point out a specific discrepancy and submit documents proving the establishment of the Project through its Token. Upgates will assess the notification within a reasonable period of time.

5.2 Token and Project Records

The Partner will receive the Token after completing the mandatory identification and payment details in the Partner Account.
The Partner may not: a) modify the Token in a way that disrupts its records; b) use it deceptively or contrary to the purpose of the commission system; c) use it to create fictitious or self-referrals; or d) provide it to another person for the purpose of circumventing these General Terms and Conditions.
Upgates may change or replace the Token for technical or security reasons. Such a change in itself does not affect Projects already duly assigned to the Partner.
If Upgates has reasonable suspicion of misuse of the Token, it may temporarily suspend its use for the period necessary for verification. Upgates will inform the Partner of the reason for the suspension to the extent that this does not jeopardize the investigation or the security of the commission system.
Upgates may remove the Token if the Partner abuses the commission system or if its further use is not possible for legal, technical or security reasons.

5.3 Amount and period of commission

Unless otherwise agreed, the commission is 15% of the payments actually made by the Customer to Upgates for the operation of the relevant Project.
The commission is calculated on an amount excluding VAT. Its basis does not include, in particular: a) returned payments; b) discounts, bonuses and credits; c) payments to third parties; d) transaction fees; e) penalties and damages; or f) other amounts that are not Upgates' income for operating the Project.
The commission is credited to the Partner Account after the relevant payment for the operation of the Project is made. If the operation is paid continuously from the Project credit, the commission may be credited daily based on the amount actually paid.
If a payment to the Customer is later refunded, reversed or otherwise cancelled, Upgates may deduct the corresponding commission from the unpaid balance. If it has already been paid, Upgates may request its return or set it off against a future commission.
The commission payment period is determined separately for each Project and runs from the date of the first commission from this Project.
The basic commission payment period is one year.
The extended commission payment period is two years if the Partner requests it and meets the following conditions throughout: a) has an approved and published Profile with at least one Offer; b) actively accepts Inquiries and provides services to Customers; and c) visibly displays information about the partnership with Upgates, including the Upgates logo, on its public website.
The Partner shall attach supporting documents to the application proving compliance with the conditions. Upgates shall assess the application within a reasonable period of time and notify the Partner of its acceptance or the reason for rejection.
The extended period will apply from the date Upgates confirms it to the Partner. It is not retroactive and does not change commissions credited prior to confirmation.
If the Partner ceases to meet the conditions of the extended period:

a) notify Upgates without undue delay;

b) for further commissions, the basic one-year period calculated from the first commission from the given Project shall apply; and

c) commissions already duly accrued and credited are not affected.

11. Upgates may, at reasonable intervals, ask the Partner to provide evidence that it continues to meet the conditions of the extended period.

5.4 Individual commission conditions

Upgates and Partner may agree on a different amount of commission, payment period, or other individual conditions.
An individual agreement must be recorded in text form. An agreement confirmed by email or through the Partner Account is also considered to be in such form, if its content and the consent of both parties can be determined from it.
Individual conditions shall apply only to Projects, periods or other cases for which they were expressly agreed.
Individual Terms and Conditions may be amended or terminated in the manner specified in the individual agreement. If no such manner is agreed upon, Upgates may terminate them by giving 30 days' notice to the Partner.
The change or termination of the individual terms and conditions does not affect commissions that were properly incurred before the change took effect, unless the claim arose as a result of fraudulent or other abusive conduct by the Partner.

5.5 Commission payment

A Partner may request a payout if the sum of his credited and payable commissions reaches at least: a) 500 CZK for a Partner Account maintained in Czech crowns; or b) 20 EUR for a Partner Account maintained in euros.
The Partner may submit the first request for payment no earlier than three months from the date of his/her first commission being credited. The next request may be submitted no earlier than three months from the date of the last payment.
The Partner submits the application through the Partner Account and Upgates issues a proper tax document according to the data displayed in the Partner Account.
The commission is paid in the Partner Account currency to the bank account specified by the Partner on the tax document.
The tax document must contain legal requirements, correct Partner details, bank details and identification of the period or commissions to which it relates.
The due date of a proper tax document is 14 calendar days from its demonstrable delivery to Upgates, unless a longer due date is stated on the document.
If the tax document contains an error or does not correspond to the commission records, Upgates may return it to the Partner, stating the reason. The new due date will begin upon delivery of the corrected document.
The Partner bears his/her tax obligations, bank fees and exchange rate differences related to the receipt of the commission, unless the parties agree otherwise.

5.6 Verification, correction and commission settlement

Upgates may temporarily suspend the payment of the commission or its disputed part if: a) there is reasonable doubt about the origin or amount of the claim; b) an investigation into possible abuse of the commission system is underway; c) the Partner has not submitted a proper tax document or necessary supporting documents; or d) the Partner's breach of obligation is directly related to the origin, recording or amount of the commission.
Upgates will only withhold an amount appropriate to the nature of the fact being investigated. It will pay out the undisputed portion of the commission if the other conditions are met.
Upgates will notify the Partner of the reason and expected scope of the suspension, unless the security of the commission system or an ongoing investigation prevents this.
Upgates will complete the review without undue delay. If the Partner's claim is confirmed, the suspension will be lifted and payment will be made. If not, the Partner will be informed of the reason for the correction or non-award of the commission.
Upgates may correct an error in the commission records. It will inform the Partner about the correction, which reduces the commission already credited.
Upgates may set off its due receivable eligible for set-off against the Partner's claim. It shall inform the Partner of the set-off.

5.7 Fees for using the Marketplace

Setting up a Partner Account, creating a Profile and publishing an Offer are free of charge.
Upgates does not charge the Customer a fee for simply submitting the Request to the Partner.
Upgates may offer paid advertising, technical, or other premium Marketplace features.
A paid feature can only be charged to the Partner after they have been informed in advance about its price and conditions and have actively ordered or otherwise demonstrably agreed to its use.
Fees relating exclusively to Add-ons may be regulated in the Special Conditions.

6. MARKETPLACE USAGE RULES

6.1 No circumvention of the Marketplace

Partner may not use the Marketplace in a manner that is intended to obtain contact with a Customer and subsequently circumvent the Request record, evaluation, or other Marketplace mechanism related to the order thus obtained.
In particular, the Partner may not induce, motivate or force the Customer to: a) conceal the creation or completion of an order; b) circumvent the confirmation of order completion or the evaluation system; c) provide false information about the status of the Request; or d) otherwise prevent the recording or evaluation of cooperation initiated through the Marketplace.
The Partner may not misuse the data obtained from the Inquiry for any purpose other than processing the Inquiry, providing the agreed services, or fulfilling related legal obligations.
The prohibition on circumvention does not prevent the Partner and the Customer from communicating, concluding a contract or invoicing outside the Marketplace. Such conduct may not be used to circumvent the registration of the Request, evaluation or other obligations under these General Terms and Conditions.

6.2 Scope and duration of the prohibition on circumvention

The prohibition under Article 6.1 applies only to cooperation that was demonstrably initiated through the Marketplace.
The prohibition does not apply to a business relationship that the Partner has demonstrably established with the Customer independently of the Marketplace.
If there is an Inquiry from a specific Customer in the Marketplace, it is assumed that the related business relationship was established through the Marketplace, unless the Partner proves a prior independent business relationship or other decisive fact.
The prohibition applies for the duration of the Partner Account and, in relation to a specific Inquiry, also for a period of 12 months from the later of the following events: a) delivery of the Inquiry to the Partner; or b) the last demonstrable communication between the Partner and the Customer relating to the given Inquiry.

6.3 Communication rules

In marketing, business, technical and customer communications related to Upgates, the Marketplace or the Offer, the Partner is obliged to comply with the Upgates Partner Communication Rules, which were made available to him/her through the Partner Account or the Upgates website.
The communication rules may regulate in particular: a) the use of the name, logo and other designations of Upgates; b) the method of presenting the Partner's relationship with Upgates; c) requirements for the truthfulness and clarity of communication; d) the use of Upgates promotional materials; and e) basic rules of communication with Customers.
The Communication Rules may specify these General Terms and Conditions, but they may not substantially change the Partner's fundamental rights and obligations without proceeding in accordance with Chapter 11.
The Partner shall ensure that the Communication Rules are also observed by persons who provide communication related to Upgates for it, in particular its employees, collaborators and subcontractors.
The Partner must not create a false impression that: a) it is part of Upgates or acts on its behalf; b) Upgates has approved or guaranteed its services beyond the scope of the actual authorization granted; or c) its statement represents the official position of Upgates.

6.4 Safe and proper use of the Platform

The Partner may use the Marketplace, Partner Account, API and other parts of the Upgates Platform only for the purposes and to the extent for which they were made available to him.
In particular, the Partner may not: a) upload, distribute or execute malicious code; b) access accounts, data, Projects or systems of other persons without authorization; c) disrupt the security, stability, availability, integrity or performance of the Upgates Platform; d) circumvent technical, security, licensing or capacity limitations; e) obtain, bulk download or mine data without authorization; f) use automated tools in violation of the API documentation or without Upgates' authorization; g) test for vulnerabilities or conduct penetration testing without Upgates' prior consent; h) conceal the origin of requests, circumvent API limits or interfere with the Platform's usage records; nor i) copy, decompile or reverse engineer the Platform beyond the scope permitted by Upgates or mandatory legal regulations.
The restriction under paragraph 2(i) shall not apply to the extent that the relevant authorisation cannot be excluded contractually.
If the Partner discovers a vulnerability or other serious security risk to the Upgates Platform: a) it will confidentially notify Upgates without undue delay; b) it will not further exploit the vulnerability beyond the scope necessary to securely verify it; c) it will not disclose information about the vulnerability to a third party before it is removed, unless required by law; and d) it will provide Upgates with reasonable cooperation in its verification.

6.5 Coordination during inspection and incident

Upgates may request the Partner's cooperation if necessary to verify: a) a security incident or technical error; b) a Customer complaint; c) suspected abuse of the Marketplace; d) a violation of a legal regulation, these General Terms and Conditions or the rights of a third party; or e) incorrect information provided by the Partner.
Upgates will state the reason and the required scope of cooperation, unless safety, protection of a third party or ongoing investigation prevent this.
The Partner shall provide the requested information and documents within a reasonable period of time set by Upgates. If the matter requires immediate intervention to mitigate security or legal risk, the Partner shall provide cooperation without undue delay.
The Partner will retain the documents necessary to verify the incident and will not change or delete them until Upgates notifies them that they are no longer needed, but no longer than for a period justified by the purpose of the verification or legal regulation.
Upgates may not request information that is clearly unrelated to the fact being investigated. When handling the information provided, it will comply with Chapter 8 of these General Terms and Conditions.
Violation of this chapter may result in appropriate action under Chapter 9.

7. PARTNER INTELLECTUAL PROPERTY AND CONTENT

7.1 Rights to Partner Content

Partner content includes, in particular, texts, photographs, graphics, logos, videos, references, documents and other materials that the Partner inserts into the Partner Account, Profile or Offer or provides to Upgates for publication.
The rights to the Partner's content remain with the Partner or the relevant third party rights holder. Publishing the content does not transfer these rights to Upgates.
The Partner is responsible for being authorized to use the content and providing Upgates with the authorization in accordance with these General Terms and Conditions. In particular, the Partner shall settle the necessary rights of authors, employees, collaborators, subcontractors and other rights holders.
The Partner's Content must not infringe in particular: a) copyright and related rights; b) rights to trademarks and other designations; c) database rights; d) rights to the protection of personality; e) trade secrets or confidentiality obligations; or f) competition rules.
If the Partner uses an AI system to create content, it is responsible for the legitimacy of the use of its output and for the fact that the published content does not infringe the rights of third parties. These General Terms and Conditions do not guarantee that the output of the AI system is protected by intellectual property rights or that the Partner can obtain exclusive rights to it.
The rights to the Service Result created by the Partner for the Customer are governed by the agreement between the Partner and the Customer. These General Terms and Conditions do not determine whether such rights are transferred or licensed to the Customer.

7.2 License to Partner Content

The Partner grants Upgates a royalty-free, non-exclusive and territorially unlimited license to the content published on the Marketplace to the extent necessary for: a) storage, technical processing and display of the content; b) operation of the Marketplace; c) promotion pursuant to Article 3.5 of these General Terms and Conditions; d) resolution of complaints, disputes and claims of third parties; and e) fulfillment of Upgates' legal obligations.
Upgates may technically edit, format, translate, categorize, or add metadata to the content, as long as this does not materially alter its meaning.
The license lasts for the duration of the content's publication. After its removal, Upgates may retain and use the content only: a) in an internal archive; b) to complete a previously published promotional output; c) to document Marketplace history, resolve a dispute, or protect rights; or d) if retention is required by law.
After removing content, Upgates will not create new promotional material based on that content without further consent from the Partner.
The public is authorized to display the content through the Marketplace and share a link to the Profile or Listing in the usual manner. This does not create a license to independently copy, modify, or commercially exploit the content.
Upgates does not acquire any rights to the Partner's content other than those expressly arising from these General Terms and Conditions.

7.3 Upgates Rights

The rights to the Upgates Platform, Marketplace, Partner Account, software, API, databases, documentation, graphical interface, trade name, trademarks, logos, domains and know-how belong to Upgates or its licensors.
Upgates grants the Partner, for the duration of the Agreement, a non-exclusive and non-transferable right to use the Partner Account, Marketplace, documentation and accessible interfaces to the extent necessary to participate in the Partner Program.
The Partner does not have any rights to the Upgates Platform beyond the expressly provided authorization or authorization resulting from a binding legal regulation.
The rules and restrictions for using the Upgates Platform and API are set out in Article 6.4 of these General Terms and Conditions and the relevant technical documentation made available to the Partner.
The Partner may use the name, logo and other designations of Upgates only: a) to the extent permitted by the Communication Rules; b) on the basis of another authorization granted by Upgates; or c) to the extent permitted by law.
Partner may not use the Upgates brand in a manner that creates a false impression about its position or Upgates' warranty or liability for Partner's services.
Upon termination of the authorization, the Partner shall cease to use the Upgates designation, except for a legitimate informative reference to a previous collaboration that is not misleading.

7.4 Third party claims

If the Partner becomes aware of a third party claim relating to the Partner's content, Offer or service published on the Marketplace, it shall inform Upgates without undue delay if the claim may affect Upgates or the Marketplace.
The Partner will provide Upgates with reasonable cooperation and documentation necessary to assess and resolve the claim.
If Upgates receives credible notification of a possible violation of the rights of a third party, it may temporarily hide the affected content or Offer. Upgates will inform the Partner thereof and allow him to submit a statement and supporting documents, unless this is prevented by law, security or the need to immediately prevent damage.
If it is confirmed that the content infringes the rights of a third party, Upgates may remove it and take appropriate measures in accordance with Chapter 9.
If the reason for the intervention is not confirmed or if the Partner proves its authorization, Upgates will restore the content, unless prevented by another reason under these General Terms and Conditions.
The Partner's liability for third-party claims and any damage to Upgates is governed by Chapter 9 of these General Terms and Conditions.

8. PERSONAL DATA AND CONFIDENTIAL INFORMATION

8.1 Processing of personal data by Upgates

Upgates processes, as the controller, the personal data of the Partner, if he or she is a natural person, and the personal data of contact persons, representatives and users of the Partner Account.
Upgates processes this data primarily for the purposes of: a) concluding and fulfilling the contract with the Partner; b) operating the Partner Account and Marketplace; c) communicating with the Partner; d) managing Inquiries and the commission system; e) ensuring security and resolving incidents; f) protecting the rights of Upgates and other persons; and g) fulfilling legal obligations.
Details on the scope of processing, legal titles, retention period and rights of the data subjects are set out in the current Privacy Policy published on the Upgates website.
Upgates may send commercial communications to the Partner or its contact persons only in accordance with legal regulations.

8.2 Determination of roles in the processing of Customer data

The roles of Upgates, Partner and Customer in the processing of personal data are determined by the actual nature and purpose of the specific processing.
Depending on the circumstances, the Partner may act in particular as: a) an independent controller, if it determines the purposes and means of processing itself; b) a processor of the Customer, if it processes personal data on its behalf and in accordance with its documented instructions; or c) a joint controller, if it determines the purposes and means of processing together with another person.
The contractual designation of a party does not in itself determine its role under data protection legislation.
If the Partner acts as a processor, it will conclude a contract with the Customer or another relevant controller pursuant to Article 28 of the GDPR before commencing processing.
If the Partner and another person jointly determine the purposes and means of processing, they will regulate their obligations in a transparent agreement pursuant to Article 26 of the GDPR.
The fact that personal data is transmitted via the Upgates Platform does not in itself determine the role of Upgates in relation to subsequent processing carried out by the Partner.

8.3 Partner's obligations when processing data

Before commencing processing, the partner will assess its role and ensure legal title, contractual documentation and compliance with information obligations appropriate to that role.
The Partner processes personal data only: a) for a specified, explicit and legitimate purpose; b) to a reasonable and necessary extent; c) for a necessary period of time; and d) in a manner consistent with the information provided to the data subjects.
If the Partner acts as a processor, it processes data only in accordance with the documented instructions of the controller and complies with the contract concluded pursuant to Article 28 of the GDPR.
The Partner shall ensure appropriate technical and organizational measures appropriate to the nature of the processing and the associated risks.
The Partner shall in particular: a) limit access to data to authorised persons; b) bind these persons to confidentiality; c) ensure adequate security of data transmission and storage; d) engage another processor only under the conditions set out in the GDPR; e) ensure the legal conditions for any transfer of data outside the European Economic Area; and f) return or delete the data after processing is complete, unless their retention is required by law or for a legitimate purpose.
The Partner may not use personal data obtained from the Customer or from the Project for its own marketing, combine it with other databases, or make it available to a third party unless it has the appropriate legal title to do so and has not fulfilled related legal obligations.
The Partner may not use data made available by the Customer or obtained from the Project for training, fine-tuning, testing or further development of the AI system unless: a) such use has been expressly agreed in a separate agreement with the Customer; b) the Partner does not have the appropriate legal title to process any personal data; c) information obligations towards the persons concerned have been fulfilled; and d) such use is not in conflict with the Special Terms or another binding rule.
A separate agreement with the Customer pursuant to the previous paragraph constitutes a contractual authorization to use the data, but does not itself replace the legal title for processing personal data under the GDPR.
The Partner will ensure that the prohibition on using data for training is also observed by the AI system provider and other persons to whom the Partner makes the data available.

8.4 Security incidents

The Partner shall notify the Customer or another relevant controller of a personal data breach without undue delay, if such an obligation is imposed on it by the GDPR or a concluded processing agreement.
The Partner shall also inform Upgates if the incident concerns or may concern: a) the Upgates Platform or Marketplace; b) data obtained through the Upgates Platform; c) Upgates Projects or Customers; or d) access data, APIs or other technical connections to the Upgates Platform.
The Upgates notification shall include, to the extent available to the Partner, at least: a) the nature of the incident; b) the affected systems and data categories; c) the known or anticipated consequences; d) the corrective actions taken or proposed; and e) the contact information for the person handling the incident.
If all information is not available at the same time, the Partner will provide it gradually without further unnecessary delay.
Notification to Upgates does not relieve the Partner of the obligation to inform the administrator, supervisory authority or affected persons if such an obligation is imposed on it by law.
Partner and Upgates will provide each other with reasonable cooperation necessary to limit the consequences of the incident and to fulfill their own legal obligations.

8.5 Confidentiality

Upgates and Partner maintain confidentiality regarding confidential information they obtain in connection with the partnership.
Confidential information is information marked as confidential and other non-public information, the confidential nature of which is reasonably obvious with regard to the content or circumstances of the transfer, in particular: a) business, technical, financial and contractual information; b) information about Customers, Projects, prices and commissions; c) source codes, access data and security information; d) know-how, internal processes and upcoming features; and e) information about incidents and vulnerabilities.
The recipient may use confidential information only to perform the contract, protect its rights or comply with a legal obligation.
The recipient may disclose confidential information to its employees, associates, subcontractors or professional advisors only to the extent necessary and provided that they are bound by appropriate confidentiality obligations.
The obligation of confidentiality does not apply to information that: a) is publicly known without violating this chapter; b) was demonstrably known to the recipient before its provision; c) was legitimately obtained from a third party; d) was independently created by the recipient without using confidential information; or e) must be made available pursuant to a legal regulation or decision of a public authority.
If the recipient must disclose confidential information, it shall inform the other party in advance, if permitted by law, and shall disclose only the necessary extent.
The obligation of confidentiality lasts for the duration of the contract and five years after its termination. In the case of trade secrets, personal data and security information, it lasts for the period for which their protection results from legal regulations or from their nature.

9. LIABILITY AND MEASURES IN CASE OF VIOLATION OF THE TERMS

9.1 General liability rules

Upgates and Partner are liable for breach of their contractual and legal obligations under applicable law and these General Terms and Conditions.
The party threatened with or suffering damage shall take reasonable measures to prevent or limit it.
Neither party is liable for any damage to the extent caused by the other party, the Customer or a third party.
The provisions of this chapter shall also apply to the liability regulated in the Special Conditions, unless the Special Conditions provide otherwise for a specific case.

9.2 Upgates's Liability

Upgates provides the Marketplace, Partner Account and related features with professional care appropriate to their nature.
Upgates does not guarantee: a) uninterrupted or error-free availability of the Marketplace; b) preservation of all functions in an unchanged form; c) compatibility with all Partner systems; d) a specific number of Requests, ranking or visibility of the Partner; e) a specific business result of the Partner; nor f) the functionality or availability of the service provided by the Partner or a third party.
Upgates is not responsible for the content, service, Add-on or other performance of the Partner or for the contract between the Partner and the Customer.
Upgates is not liable for any failure or limitation caused by circumstances beyond its reasonable control, if its consequences could not reasonably have been prevented or overcome. Upgates will inform the Partner of such circumstances, if possible and appropriate.
To the extent permitted by law, Upgates does not compensate for lost profits, loss of business opportunity or other indirect damage resulting from temporary unavailability, maintenance or changes to the Marketplace.

9.3 Partner's liability and third party claims

The Partner is responsible in particular for: a) the content of the Profile and Offers; b) the services and Add-ons it provides or offers; c) the fulfillment of the contract with the Customer; d) the persons it uses to fulfill its obligations; e) the legitimacy of the use of content, software, data and rights of third parties; f) the security of its accesses and systems; g) the truthfulness of the information provided to Upgates and Customers; and h) compliance with legal regulations applicable to its activities.
If a third party asserts a claim against Upgates as a result of a breach of the Partner's obligation, the Partner shall compensate Upgates to the extent of its breach: a) the damage that Upgates was obliged to compensate the third party for; b) the costs reasonably incurred in resolving the claim; c) reasonable legal representation costs; and d) the sanction finally imposed, if its compensation can be requested under legal regulations.
Upgates will notify the Partner of the third party claim without undue delay and allow the Partner to provide a statement and cooperation.
Upgates will not conclude a claim settlement agreement on the Partner's behalf without the Partner's consent, unless: a) the Partner refuses to cooperate or is in default; b) the settlement is necessary to avert imminent major damage; or c) the decision cannot be postponed due to time limits or other circumstances.
The Partner may not refuse consent pursuant to the previous paragraph without reasonable cause.
The Partner is not liable for any part of the claim or damage caused by Upgates through its own actions or omissions.

9.4 Appropriate measures in case of violation of conditions

If the Partner violates these General Terms and Conditions, Special Terms and Conditions or binding legal regulations, Upgates may, depending on the nature and severity of the case: a) notify the Partner of the violation; b) call on the Partner to remedy the situation; c) request additional information or documents; d) temporarily hide or remove the affected content or Offer; e) restrict access to a specific Marketplace function; f) suspend the acceptance of new Requests; g) suspend the Token or payment of commission to the extent related to the conduct under investigation; h) temporarily suspend the Partner Account; or i) terminate cooperation pursuant to Chapter 10.
When choosing a measure, Upgates will take into account in particular: a) the severity and duration of the violation; b) its consequences and the extent of the threatened damage; c) whether the violation is repeated; d) the Partner's fault, if relevant for the assessment; e) the Partner's previous cooperation; and f) the possibility of eliminating the violation with a milder measure.
If the nature of the case allows, Upgates will provide the Partner with a reasonable period of time to remedy the situation before taking restrictive measures.
Repeated failure to remedy a minor violation may be grounds for taking more severe action.
Suspension or withdrawal of commission is also governed by Article 5.6 and may only apply to commission related to the conduct in question.

9.5 Immediate measures

Upgates may take action without prior notice if immediate action is necessary, in particular: a) to avert a serious security incident; b) to protect personal or other confidential data; c) to limit imminent harm to the Customer, Upgates or a third party; d) to stop clearly illegal content or activity; e) to stop a prohibited use of the AI system; f) to protect the rights of a third party based on a credible notification; or g) to comply with a decision of a public authority or a legal obligation of Upgates.
Immediate action must be limited to the extent and duration necessary to avert or verify the risk.
Upgates informs the Partner about the measure taken and its reason without undue delay, unless prevented by legal regulation, third party protection, security or an ongoing investigation.
The partner will provide the cooperation necessary to verify the risk and eliminate its cause.

10. TERMINATION OF COOPERATION

10.1 Duration of cooperation

The cooperation between Upgates and the Partner is agreed for an indefinite period.
The cooperation may be terminated: a) by termination by the Partner; b) by termination by Upgates; c) by immediate termination pursuant to Article 10.3; d) by agreement of the parties; or e) in another manner stipulated by law.

10.2 Termination of cooperation

The Partner may terminate the cooperation at any time without giving a reason via the Partner Account, by sending a notice of termination to the Upgates contact email or in another agreed manner.
The Partner's termination is effective upon delivery to Upgates. The Partner Account will be closed without undue delay, unless prevented by: a) the settlement of mutual rights and obligations; b) the resolution of a security incident or third party claim; or c) obligations related to existing installations of Add-ons under the Special Terms.
Upgates may terminate the cooperation even without breach of obligation by the Partner. The termination must be notified to the Partner at least 30 days before its effective termination.
During the notice period, Upgates and Partner are obliged to fulfill their existing obligations. This does not affect the right of Upgates to take measures under Chapter 9 if a separate reason arises for them.

10.3 Immediate Termination by Upgates

Upgates may terminate the cooperation with immediate effect if: a) the Partner materially breaches these General Terms and Conditions, Special Terms and Conditions or legal regulations and remediation is not possible or the Partner fails to do so within a reasonable period of time; b) the Partner repeatedly breaches its obligations despite prior notice; c) further continuation of the cooperation cannot be reasonably required due to fraud, abuse of the Marketplace or the commission system, a serious security incident, a breach of personal data protection, confidential information or the rights of third parties; d) the Partner's activities, its Offer or Supplement pose an immediate legal or security risk or threaten serious harm to Upgates, the Customer or a third party; e) the Partner has provided materially false or misleading information on the basis of which the cooperation was initiated or continued; or f) immediate termination is required by a legal regulation or a decision of a public authority.
Immediate termination must be proportionate to the seriousness of the case. If the risk can be sufficiently eliminated by a less severe measure under Chapter 9, Upgates will preferentially apply such a measure.
Upgates will notify the Partner of the immediate termination and the reason for it without undue delay on a durable medium. The statement of the reason may be limited only to the extent necessary according to legal regulations, for reasons of security or protection of the rights of a third party.

10.4 Consequences of termination

As of the effective date of termination, Upgates will in particular: a) terminate or limit the Partner's access to the Partner Account; b) hide the Partner's Profile and Offers; c) deactivate the Token; and d) stop accepting new Inquiries.
The Partner remains responsible even after the termination of cooperation for the fulfillment and settlement of contracts concluded with the Customers before the termination.
The Special Terms and Conditions shall apply to existing installations of Add-ons and their deactivation. Termination of cooperation under this chapter does not in itself remove obligations that are intended to last for a transitional period under the Special Terms and Conditions.
The Partner shall retain the right to commissions that have properly accrued up to the effective date of termination. After this date, no new rights to commission shall arise, unless otherwise provided for in Article 5 or in the individual agreement.
Commissions related to fraud, abuse or other breach of the Partner's obligations may not be granted, withdrawn or offset only under the conditions and to the extent set out in Article 5.6.
Upgates will handle the data and content of the Partner Account in accordance with Chapter 8. After termination, it may retain the data only to the extent and for the period necessary to fulfill a legal obligation, settle commissions, protect rights, resolve disputes or ensure security.
If the cooperation is terminated with a notice period, the Partner will save the data and documents that are available to him in the Partner Account and that he needs to fulfill his obligations before the notice period expires.
The termination of the cooperation does not affect the rights and obligations that, by their nature, should continue after its termination, in particular obligations relating to: a) settlement of commissions and other receivables; b) liability and compensation for damage; c) protection of personal data and confidential information; d) intellectual property rights; and e) dispute resolution.

11. CHANGES TO THE MARKETPLACE AND TERMS AND CONDITIONS

11.1 Marketplace Changes

Upgates may change, expand, limit or replace the Marketplace and its functions if justified by technical, security, legal, operational or business reasons.
Upgates may temporarily restrict the availability of the Marketplace for maintenance, troubleshooting, or changes. It will notify the Partner in advance of any planned restrictions, if possible.
The change to the Marketplace does not affect commissions or other rights that have already properly accrued to the Partner.
Termination of the Marketplace or the Affiliate Program as a whole is governed by Section 10.

11.2 Changes to the terms and conditions

Upgates may unilaterally amend these General Terms and Conditions to a reasonable extent in accordance with Section 1752 of the Civil Code.
Changes to the Special Conditions are governed by this chapter, unless the Special Conditions provide for a more favorable procedure for the Partner.
Upgates will notify the Partner of the new wording of the terms and conditions, their effective date and a brief description of the material changes in a manner pursuant to Article 2.5, which allows the notification to be stored and later displayed in an unchanged form.
The change will take effect no earlier than 14 days after its notification to the Partner.
If a binding legal regulation requires a longer period or if a longer period is necessary to implement a significant technical or commercial adjustment on the Partner's part, the change will only become effective after the expiry of this longer period.
Corrections of obvious errors and changes that do not alter the content of the rights and obligations of the parties may become effective upon publication.

11.3 Changes with a shorter period of time until effective

The change may take effect in a shorter period of time or immediately if necessary: a) to comply with a legal obligation or a decision of a public authority; b) to avert an unforeseen and imminent security risk; c) to protect personal or other confidential data; d) to prevent fraud, abuse of the Marketplace or serious harm; or e) to remedy a serious technical error.
Upgates will notify the Partner of such change and the reason for its immediate or earlier effectiveness without undue delay.
A change with a shorter period of time until effective may not have retroactive effects unless required by a legal regulation or a decision of a public authority.

11.4 Partner's disagreement with the change

If the Partner does not agree with the change in the business terms and conditions, he may terminate the cooperation in accordance with Article 10.2, no later than the day preceding the effective date of the change.
If the Partner does not terminate the cooperation, the new wording of the terms and conditions will apply to them from the date of its effectiveness.
The Partner's right to terminate the cooperation remains intact even in the event of a change pursuant to Article 11.3. However, the Partner is obliged to comply with the change until the termination of the cooperation if its immediate application is required by law, security or the protection of third party rights.

12. FINAL PROVISIONS

12.1 Governing Law and Dispute Resolution

The legal relationship between Upgates and the Partner is governed by the laws of the Czech Republic.
Disputes arising from or in connection with this legal relationship shall be decided by the courts of the Czech Republic with substantive and territorial jurisdiction.

12.2 Contractual documents

The order of applicability of the General Terms and Conditions, Special Terms and Conditions, individual agreements and other contractual documents is set out in Chapter 1.
These General Terms and Conditions replace the previous version of the General Terms and Conditions for Upgates Partners from the date of their entry into force. This does not affect the rights and obligations that arose before this date.

12.3 Severability of provisions

If any provision of these General Terms and Conditions is invalid, ineffective or unenforceable, this shall not affect the remaining provisions if they can be separated from it.
Upgates and Partner will replace such a provision with a valid and effective arrangement that comes as close as possible to the replaced provision in its purpose, if this is necessary to preserve the purpose of the contractual relationship.

12.4 Efficiency

These General Terms and Conditions come into effect on 14 August 2026 .
These General Terms and Conditions shall apply to contractual relationships established before this date from the date of their effectiveness, if they were notified to the Partner in accordance with the procedure set out in Chapter 11.
The current version of the General Terms and Conditions is available on the Upgates website.