23. 09. 2025

Special Terms and Conditions for the Development and Offering of Add-ons

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 Relationship to the General Terms and Conditions

These Special Terms and Conditions for the development and offer of Add-ons (hereinafter referred to as the “Special Terms and Conditions”) supplement and further specify the “Terms and Conditions for Upgates Partners” (hereinafter referred to as the “General Terms and Conditions”).
Any Partner who develops or offers Add-ons on the Marketplace is required to comply with both the General Terms and Conditions and these Special Terms.
In the event of a conflict between the General and Special Terms and Conditions, these Special Terms and Conditions shall prevail in matters relating exclusively to the Supplements.

1.2 Definition of terms

Terms not defined herein have the meaning set forth in the General Terms and Conditions. For the purposes of these Special Terms and Conditions, the following terms have the following meanings:

Add-on: A software solution, application or connectivity service created by a Partner that extends the functionality of the Upgates platform.
Verified Add-on: An add-on that has successfully passed the Upgates technical and security approval process is marked as "Verified" in the Marketplace and its activation is always free of charge for the Customer.
Marketplace (Partner Administration Interface): A secure online section of the Partner Account that the Partner is required to use to manage, test, and submit Verified Add-ons for approval.
Partner API: An application interface provided by Ugates that allows Partners to integrate their Add-on (so-called Verified Add-on) into the Upgates Platform Customer Interface.
User API: An application programming interface provided by Upgates that allows customers to connect to their own or external services. Typically used for Add-ons that are not Verified.

1.3 Subject and purpose

These Special Terms and Conditions govern the rights and obligations between Upgates and the Partner in connection with the development, offering, approval and maintenance of Add-ons on the Marketplace.
The purpose of these Terms is to set clear rules to ensure the quality, safety and transparency of the Supplements offered.

1.4 Scope of validity

These Special Terms and Conditions apply to all Partners and all Add-ons offered on the Marketplace in the "Add-ons" section.
Add-ons created and offered directly by Upgates are not governed by these Terms. Their use is governed by the main terms and conditions of the Upgates Platform.

1.5 Agreement to the terms and conditions

The Partner expresses his/her unreserved agreement with these Special Terms and Conditions and undertakes to comply with them: a) by simply creating a Supplement in the Marketplace b) by expressing his/her consent to the publication of the Offer as a Supplement.

2. TYPES OF SUPPLEMENT AND APPROVAL PROCESS

2.1 General provisions and disclaimers

Upgates offers two types of Add-ons on its Marketplace: Add-on (hereinafter also referred to as “Unverified Link”) and Verified Add-on.
The inclusion of any Add-on on the Marketplace is entirely at the discretion of Upgates and is subject to the procedures set forth below.
IMPORTANT NOTICE: Upgates does not guarantee the quality, safety or reliability of any Add-on from a Partner and bears no responsibility for its functionality or any damage caused by it.

2.2 Supplement (Unverified link)

An Unverified Add-on is created by transforming an existing Partner Service Offering published on the Marketplace. Typically, it is an offer to connect the Upgates Platform to third-party systems or functions via API; XML, CSV transfers or conversion codes. At the initiative of the Partner or Upgates, such a Service Offering may also be proposed for publication in the “Add-ons” section. The condition for this transformation is the Partner’s consent and the explicit approval and inclusion by Upgates. From the moment Upgates publishes such a Service Offering in the ‘Add-ons’ section, it is considered an Add-on (Unverified Link). Its inclusion is for informational purposes only and is fully subject to the Special Terms and Conditions for the Development and Offering of Add-ons.
Important notice and disclaimer: Upgates does not perform any technical or security checks of the source code or functionality of Add-ons (Unverified Links). Their inclusion in the Marketplace in the “Add-ons” section is for informational purposes only. Upgates does not allow this type of add-on to be easily connected to the customer administration and requires the customer to connect to such a partner in a way other than through the customer’s administration interface. It is not allowed to further implement iframes or use function buttons controlling the given add-on.

2.3 Verified supplement

This is a software solution that Partner developed in accordance with Upgates technical documentation and using the Partner API.
The development, administration, and approval process of the Verified Add-on is conducted exclusively through the Partner Administration Interface.
Approval process:

The Partner first creates and registers their Add-on in their Partner Administration Interface.
The Partner will develop the Supplement in accordance with Upgates' current technical and security documentation.
Once the Addendum is ready for review, the Partner submits it for approval by sending an official request through the Partner Administration Interface.
Upgates will conduct internal testing within a reasonable period of time to verify the basic functionality, security, and compliance of the Add-on with established standards.
The Partner is informed about the result of the approval process (approval, rejection, or request for modifications) via the Partner Administration Interface.

The Partner is obliged to provide all necessary cooperation for proper testing by Upgates, in particular information, data and tools.
At the same time, the partner is obliged to respond in the ticketing system of the project on which the add-on is created. The partner is obliged to maintain this project for the duration of the Add-on's existence and to ensure that the project does not expire and thus ensure the given communication option.
After successfully completing the approval process, the Add-on will be marked as a “Verified Add-on” on the Marketplace. This marking confirms that the Add-on met Upgates’ technical requirements at the time of testing, but does not guarantee its future flawless operation. Activation of a Verified Add-on is always free of charge.

2.4 Upgates’ Right to Reject or Remove a Supplement

Upgates is entitled to refuse, disapprove or remove any Add-on (including a Verified Add-on) from the Marketplace at any time and without giving any reason, in particular for the following reasons:

low quality,
security risks,
negative customer reviews,
inconsistency with Upgates strategy,
or if the Supplement has ceased to meet the required standards.

3. RIGHTS AND OBLIGATIONS OF THE PARTNER

3.1 General obligations of the Partner

The Partner is obliged to provide complete, true and up-to-date information in their profile and description of the Supplement.
The Partner undertakes to act in accordance with legal regulations, good morals and these Terms and Conditions.
The Partner is responsible for protecting his/her Partner Account login details and for all activities that are carried out under his/her account.
The Partner undertakes not to damage the good name of Upgates or the Marketplace platform.

3.2 Technical maintenance and updates

The Partner is fully and exclusively responsible for the technical condition, functionality and faultlessness of its Add-on.
The Partner is obliged to keep its Add-on fully compatible with the current version of the Upgates platform, with the API that the Add-on uses, and in accordance with the technical documentation and instructions from Upgates.
In the event that Upgates notifies the Partner of a planned change to the platform or API that may affect the functionality of the Add-on, the Partner is obliged to make the necessary adjustments to its Add-on within a reasonable period of time, usually within 30 days of the notification, unless otherwise specified.
In the event of critical security or functional errors, the Partner is obliged to arrange for a correction without undue delay, but no later than 48 hours from the moment it became aware of the error.
The Partner is obliged to manage and submit for review all updates and new versions of the Verified Add-on exclusively through the Partner Administration Interface.
Changes to the Upgates API are published in an update article, which is always available to Partners in advance. The Partner must determine whether the change will affect their Add-on or not. Update articles are published at: https://www.upgates.cz/verze and are also sent to partners by e-mail in the form of a link.

3.3 Safety requirements

The Partner undertakes that its Add-on will not contain any malicious code (viruses, spyware, backdoors, malware, etc.), will not collect data illegally, and will be developed in accordance with recognized security standards (e.g. OWASP Top 10).
All external communication of the Add-on must take place via a secure encrypted connection (HTTPS protocol).
If the Partner discovers a security vulnerability in its Add-on, it is obliged to immediately inform Upgates about this fact and at the same time immediately begin working on a fix.

3.4 Technical Support for Customers

Partner is the sole and exclusive person responsible for providing technical support to Customers in connection with its Add-on.
The Partner is obliged to provide reasonable assistance to Customers in resolving problems and questions regarding the installation, setup and functionality of its Add-on.
Upgates Technical Support does not resolve and is not responsible for issues caused by Partner Add-ons. Customers will always be referred directly to the Partner with these questions.

3.5 Intellectual property rights

The Partner declares that it holds all necessary copyrights and licenses to all parts of its Supplement (technical as well as informational, presented to customers) and that by publishing it on the Marketplace it does not infringe the rights of any third party.
All intellectual property rights to the Supplement remain the property of the Partner.
By publishing an Add-on on the Marketplace, Partner grants Upgates a royalty-free, non-exclusive license to:

offering and distributing the Add-on to Customers (enabling installation),
use of the name, logo and description of the Add-on for marketing and promotional purposes associated with the Upgates platform and Marketplace.

4. PROTECTION OF PERSONAL DATA

4.1 Roles and responsibilities of the parties

The Partner acknowledges that if its Add-on processes personal data of Customers (e.g. order data, names, emails, addresses), a personal data processing relationship occurs within the meaning of Regulation (EU) 2016/679 (GDPR).
In this relationship, it appears:

Customer (e-shop owner) in the role of personal data administrator.
Partner (creator of the Add-on) in the role of personal data processor.

Upgates is not a party to this relationship and bears no responsibility for the processing of personal data carried out by the Partner Add-on.

4.2 Partner's obligations as a processor

The Partner undertakes to comply with all obligations imposed on it as a processor by the GDPR and other legal regulations when operating the Add-on and handling personal data. The Partner is in particular obliged to:

Process personal data only on the basis of the instructions of the administrator (Customer), i.e. solely for the purpose of ensuring the functionality of the Add-on.
Adopt and maintain appropriate technical and organizational measures to secure personal data against unauthorized access, destruction, loss or other form of misuse.
Ensure that all persons authorized to process personal data (e.g. employees) are bound by confidentiality.
Provide the Customer with assistance in fulfilling its obligations, in particular in handling requests from data subjects (e.g. right of access, deletion).
Notify the Customer without undue delay of any breach of personal data security.
Not to involve other processors (subcontractors) in processing without the Customer's consent and, if they are involved, to have a contract with them imposing the same obligations.

4.3 Contractual relationship between Partner and Customer

The Partner is obliged to have its own terms and conditions and personal data protection policies that govern its relationship with the Customer.
These documents must transparently describe to the Customer the scope, purpose and method of processing personal data by the Supplement and must meet the requirements of a processing agreement pursuant to Article 28 of the GDPR.

4.4 Upgates Disclaimer

The Partner bears full and exclusive responsibility for any violation of personal data protection regulations committed in connection with its Supplement.
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.

5. LIABILITY AND WARRANTIES

5.1 Partner's Responsibility

The Partner bears full and exclusive responsibility for its Add-on, its functionality, security and compliance with legal regulations.
The Partner is liable for all direct and indirect damage (property damage, lost profits, loss of data, damage to reputation, etc.) caused by its Add-on to the Customer or any third party.

5.2 Exclusion of warranties by Upgates

Upgates provides the Marketplace Platform and the related APIs “as is” without any express or implied warranties.
In particular, Upgates makes no warranty that Partner Add-ons:

will be functional, error-free or continuously available,
they will be safe and will not contain vulnerabilities or malicious code,
meet the specific requirements or expectations of the Customer,
they will be compatible with future versions of the Upgates platform.

5.3 Explanation of the “Verified Supplement” status

The designation "Verified Add-on" only means that the Add-on met Upgates' internal technical and security requirements for inclusion in this category at the time of approval.
This designation does not in any way constitute a guarantee for the quality, future functionality, or security of the Add-on, nor does it imply any liability or responsibility on the part of Upgates. The Partner remains fully responsible for the Add-on.

5.4 Limitation of Upgates' liability

To the maximum extent permitted by law, Upgates is exempt from liability for any damage arising in connection with the use, installation or malfunction of Partner Add-ons.
Upgates is not liable for any loss of data, lost profits, business interruption, or other consequential damages incurred by the Customer in connection with the Add-on, even if advised of the possibility of such damages.

5.5 Upgates Compensation

The Partner undertakes to indemnify, defend and fully release Upgates from any claims, liabilities, damages and costs (including legal fees) that Upgates incurs as a result of:

the functioning or error rate of the Partner Add-on,
violation of these Terms and Conditions by the Partner,
any legal claim brought by the Customer or a third party against Upgates in connection with the Partner Add-on.

6. PRICE CONDITIONS AND INVOICING

6.1 Free activation of the Add-on

Installation and activation of any Add-on (Verified or Unverified) from the Marketplace is always free for the Customer.

6.2 Charging for Partner services

The Partner is entitled to charge the Customer for the external service to which the Add-on is linked, its advanced functions or related services (e.g. implementation, setup, consultation).
Pricing, scope of paid services and terms and conditions are fully within the competence and responsibility of the Partner. Upgates does not interfere in this contractual relationship in any way.

6.3 Direct invoicing between Partner and Customer

All payments for paid services associated with the Add-on take place exclusively and directly between the Partner and the Customer.
The Partner is fully responsible for issuing tax documents (invoices), collecting payments and fulfilling all related tax and accounting obligations.
Upgates is not involved in any way in financial transactions between the Partner and the Customer, does not act as a payment intermediary and bears no responsibility for them.

6.4 Fees Charged by Upgates

Upgates does not charge the Partner any fees or commissions for placing or distributing its Add-on on the Marketplace.
The Partner acknowledges that the Customer may be charged a fee by Upgates for the use of certain system resources (e.g., for an unverified Add-on, API activation and possible increase in limits for User APIs) in accordance with the applicable Upgates price list. This fee is not the Partner's income and is not related to its paid services.

7. TERMINATION OF COOPERATION

7.1 Termination by Partner

The Partner is entitled to terminate the offering of its Add-on on the Marketplace at any time, even without giving a reason, by sending a written request by e-mail to partner@upgates.cz.
Upon receipt of the request, Upgates will remove the Add-on from the public Marketplace within a reasonable period of time. Partner acknowledges that Customers who have already installed the Add-on may continue to use it unless Partner actively prevents this.
Termination does not affect rights and obligations arising before its effectiveness (e.g. liability for damages, obligations towards Customers).
The Partner is obliged to respect a notice period of two months from the confirmation of receipt of the notification by Upgates.

7.2 Removal of the Add-on and termination of cooperation by Upgates

Upgates is entitled to immediately remove the Add-on from the Marketplace and possibly terminate cooperation with the Partner if the Partner or its Add-on:

violates any provision of these Terms,
contains a serious security vulnerability,
is not maintained for a long time and loses compatibility with the Upgates platform,
shows a high error rate or generates repeated complaints and negative reviews from Customers,
violates the intellectual property rights of third parties or personal data protection regulations (GDPR).

Upgates further reserves the right to remove an Add-on from the Marketplace at any time and without giving a reason at its sole discretion, for example if the Add-on no longer aligns with Upgates' business or technological strategy.
For unverified Add-ons, termination of cooperation does not affect already installed Customer Add-ons, unless otherwise agreed between the Partner and the Customer.
For Verified Add-ons, if they are removed from the Marketplace, Customer may continue to use unverified connectivity via the User API (if the Partner provides this option).
The Partner is responsible for ensuring that Customers are informed of this change and have the opportunity to switch to an unverified connection or choose an alternative solution within a reasonable period of time.

7.3 Temporary suspension of the Supplement

The Partner is entitled to request Upgates to temporarily suspend its Add-on in the Marketplace, in particular due to the resolution of a critical error, incident, security risk or other serious circumstances, in order to prevent the influx of new Customers during the period of correction.
Effects of suspension: the add-on will not be publicly offered or installable by new Customers during the suspension period; existing installations will remain functional (unless otherwise agreed or technically configured between the Partner and the Customer).
The suspension period is short-term and is set in the range of hours to days, but no longer than 1 month.
After the suspension period expires, the Add-on will be automatically republished (activated) unless the Partner requests permanent removal by that time.
Upgates may reject repeated or unjustified suspensions or replace them with other measures in accordance with these Terms and Conditions (e.g., the procedure pursuant to Article 7.2).

7.4 Deleting a long-term inactive pending application

If the Partner creates a request to publish a Supplement and there is no demonstrable progress in development or cooperation within the approval process for at least 6 months, Upgates is entitled to delete the pending request after prior notification to the Partner.
The notice will be sent to the Partner at the contact email address provided in the Partner Account with a reasonable period of at least 14 days to correct the situation.
After deleting an application in progress, the Partner must, if interested, submit a new application from the beginning and undergo the complete approval process according to Chapter 2.

8. FINAL PROVISIONS

8.1 Change of terms and conditions

Upgates reserves the right to unilaterally change the wording of these Terms and Conditions at any time to a reasonable extent. 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 notice, usually at least 14 days before their effective date.
If the Partner does not agree with the change, they are entitled to terminate the cooperation by notice delivered to Upgates no later than the effective date of the new version of the terms and conditions.
If the Partner does not terminate the cooperation in this way, it is considered that they agree with the new wording of the terms and conditions.

8.2 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.

8.3 Salvation clause

Should any provision of these Terms and Conditions become invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions shall remain unaffected.

8.4 Completeness of the Agreement

These Terms constitute the entire agreement between Upgates and Partner regarding the offering of Add-ons on the Marketplace and supersede all prior oral and written agreements.

8.5 Contact details

All questions, requests or other communications in connection with these Terms and Conditions should be sent to the e-mail address: partner@upgates.cz.