31. 07. 2026

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 August 14. 2026.

1. BASIC 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”) supplement the General Terms and Conditions for Upgates partners (hereinafter referred to as the “General Terms and Conditions”).
A Partner who creates, registers, submits for approval, offers or operates a Supplement is obliged to comply with both the General and Special Terms and Conditions.
In matters relating exclusively to the Supplements, the Special Terms and Conditions shall prevail in the event of a conflict. In other matters, the General Terms and Conditions shall apply.
The terms defined in the General Terms and Conditions have the same meaning in these Special Terms and Conditions.

1.2 Subject and scope

The Special Terms and Conditions govern the rights and obligations of Upgates and the Partner in the development, registration, approval, offering, operation, maintenance and termination of the Add-ons.
The Special Terms apply to all Partner Add-ons offered in the relevant section of the Marketplace.
The Special Terms do not apply to Add-ons created and provided directly by Upgates.

1.3 Definition

For the purposes of the Special Conditions, the following applies:

Unverified Add-on An Add-on published in the Marketplace that has not passed the Upgates technical and security approval process;
Verified Add-on An Add-on that has passed the Upgates approval process and is marked as verified in the Marketplace;
A related service is a service made available or used through a Supplement, the provider of which may be a Partner or a third party;
Customer Data means data, content and information provided by the Customer or created, stored or processed in connection with its Project, including personal data;
AI Act Regulation (EU) 2024/1689 of the European Parliament and of the Council laying down harmonised rules on artificial intelligence, as amended;
AI system means an artificial intelligence system within the meaning of Article 3(1) of the AI Act;
AI Add-on An Add-on that contains an AI system, uses it or makes available through it the functions of an AI system provided by a Partner or a third party;
High-Risk AI Add-on An AI Add-on that is a high-risk AI system under Article 6 of the AI Act or contains or makes available such a system.

1.4 Position of the parties

The Partner is the creator and provider of the Add-on to Upgates and is responsible for its development, operation, maintenance and support, even if it uses employees, subcontractors or another person to perform these activities.
The provider of the Related Service may be: a) a Partner; or b) a third party to whose service the Add-on connects the Upgates Platform.
The Partner shall clearly state in the description of the Add-on who provides the Related Service. If the provider is a third party, the Partner shall identify it at least by name or business name.
Upgates is the provider of the Upgates Platform and Marketplace. By publishing, approving, or designating a Plugin as verified, Upgates does not become the provider of the Plugin or Related Services.
The status of Upgates, the Partner and the third party under the AI Act is assessed according to their actual activities and the relevant provisions of the AI Act. Contractual designation under this chapter does not change the legal roles.

2. TYPES OF SUPPLEMENT AND THEIR APPROVAL

2.1 General rules

An Add-on may be published in the Marketplace as: a) an Unverified Add-on; or b) a Verified Add-on.
The publication of the Supplement and its inclusion is decided by Upgates. The Partner has no legal claim to the publication or to the designation of the Supplement as verified.
Partner will provide Upgates with true, complete and up-to-date information necessary to assess the Add-on.
By approving or publishing a Supplement, Upgates does not assume responsibility for its development, functionality, security, operation, or compliance with legal regulations.

2.2 Unverified Supplement

An unverified Add-on may also be created by including an existing Partner Offering in the Marketplace section designated for Add-ons.
Inclusion requires Partner consent and Upgates approval.
Upgates does not perform technical or security verification of the source code, functionality, or Related Services of an Unverified Add-on. Its publication is for informational purposes only.
An Unverified Add-on may not, without Upgates' consent: a) use the Partner API; b) be directly integrated into the customer administration of the Upgates Platform; or c) use technical elements intended for Verified Add-ons.
The activation, setup and provision of the Unverified Add-on is handled by the Customer directly with the Partner or the provider of the Related Service.
The Special Terms and Conditions shall apply in full to the Unverified Supplement, unless their individual provision states that they apply only to the Verified Supplement.

2.3 Verified Supplement

The Verified Add-on is developed and managed by the Partner through the Partner Account, Partner API and other means designated by Upgates.
During development, the partner adheres to the current technical and security documentation made available by Upgates.
The Partner submits the Addendum for approval through the Partner Account.
When submitting, the Partner shall specify in particular: a) a description and purpose of the Add-on; b) the method of its connection to the Upgates Platform; c) the required access and permissions; d) the categories of Customer Data with which the Add-on works; e) the provider of the Related Service; f) the price and basic conditions for providing the Related Service; g) contact details for technical support; and h) whether it is an AI Add-on, including the information required under Chapter 4.
The Partner shall provide Upgates with the cooperation necessary to assess the Add-on, in particular: a) a functional testing environment; b) the necessary accesses, test data and documentation; c) an explanation of the functioning of the Add-on; and d) responses via communication channels pursuant to Article 2.5 of the General Terms and Conditions.
If the Partner uses a test e-shop on the Upgates Platform for development, he keeps it active and connected to the Partner Account for the duration of the Add-on.

2.4 Supplement Assessment

Upgates will review the submitted Supplement within a reasonable time frame based on its complexity and the extent of testing required.
Upgates may: a) approve the Addendum; b) invite the Partner to add information or make adjustments; or c) reject the Addendum.
Upgates may reject the Supplement, in particular for technical, security, legal, quality, capacity or business reasons, in case of non-compliance with Upgates documentation or in case of failure to provide the necessary cooperation by the Partner.
Upgates will notify the Partner of the outcome of the assessment and, in the event of a rejection or request for modifications, will provide a brief reason. It may not disclose information whose disclosure would jeopardize security, the rights of third parties, or confidential information.
Once approved, Upgates will mark the Add-on in the Marketplace as a Verified Add-on.
Verification only confirms that the Add-on met the controlled requirements at the time of assessment. It is not a guarantee of its future functionality, security, or availability.

2.5 Changes to the Verified Supplement

The Partner shall notify Upgates in advance of any change to the Verified Add-on that may significantly affect, in particular: a) its functions or method of connection to the Upgates Platform; b) the required access and permissions; c) the scope or purpose of processing Customer Data; d) the security of the Add-on; e) the provider of the Related Service; or f) the use of the AI system.
Upgates may request a new review of the Add-on or part thereof. It may instruct the Partner not to publish or activate the change until the review is complete.
Changes that do not affect the facts according to paragraph 1 are not subject to reassessment unless Upgates requests them for a justified technical, security or legal reason.

3. DEVELOPMENT, OPERATION AND SUPPORT OF THE ADD-ON

3.1 General requirements

The Partner shall ensure that the Add-on: a) corresponds to its description in the Marketplace; b) is developed and operated in accordance with legal regulations, the Special Terms and Conditions and Upgates technical documentation; c) uses the Upgates Platform, API and Customer Data only to the extent necessary for the declared functions; and d) does not disrupt the security, stability or proper functioning of the Upgates Platform, Projects or third-party systems.
The Partner continuously updates information about the features, requirements, price, provider of Related Services, and technical support of the Add-on.
Specific requirements for AI Supplements and the handling of personal data are set out in Chapters 4 and 5.

3.2 Maintenance and compatibility

The Partner is responsible for the technical condition, functionality and maintenance of the Add-on.
The Partner maintains the Add-on compatible with the supported version of the Upgates Platform, the API used, and the current technical documentation.
If Upgates notifies a change to the Upgates Platform or API, the Partner will make the necessary adjustments within the period specified by Upgates depending on the nature of the change, usually within 30 days of notification.
Upgates may set a shorter period if necessary to address an immediate security or legal risk. If the change requires extensive modification of the Supplement, Upgates will provide the Partner with a reasonably longer period, if circumstances permit.
The Partner will monitor notifications of changes in the manner set out in Article 2.5 of the General Terms and Conditions and assess their impact on its Supplement.
The Partner manages updates to the Verified Supplement through the Partner Account. This does not affect the obligation to notify material changes pursuant to Article 2.5 of the Special Terms and Conditions.

3.3 Errors and security

Partner develops and operates the Add-on in accordance with reasonable and generally accepted security practices.
In particular, the add-on may not: a) contain malicious code, hidden functionality or unauthorized remote access; b) obtain, modify, disclose or transmit data without authorization; c) circumvent access, security or technical restrictions; or d) request broader permissions than necessary for the declared functions.
Data transmission between the Add-on, the Upgates Platform and the Related Service must be appropriately secured and encrypted.
If the Partner discovers a serious error or security vulnerability, it shall, without undue delay: a) inform Upgates; b) initiate remediation; c) take measures to mitigate the impact; and d) provide Upgates with ongoing information about the solution.
If it is an error or vulnerability that threatens data, the Upgates Platform, multiple Customers, or the proper operation of the Add-on, the Partner will immediately take measures to eliminate or sufficiently mitigate the risk. It will implement a permanent fix without undue delay.
If the error may impact multiple installations, Partner will review all potentially affected installations and perform a system remediation. It may not limit the solution to the installation where the error was detected.
The obligations regarding personal data breaches under Chapter 5 are not affected.

3.4 Technical objects

The Partner is responsible for the entire lifecycle of technical objects that the Add-on creates, changes, or uses in the Project, in particular access tokens, webhooks, scripts, configuration records, scheduled tasks, and synchronization bindings.
The Partner: a) continuously records and manages these objects ; b) keeps them functional, up-to-date and secure; c) creates them only to the extent necessary; and d) deletes or deactivates them as soon as they are no longer needed or become non-functional or risky.
Partner will implement a procedure for safely disconnecting, terminating, and cleaning up the Add-on, including removing or deactivating technical objects that are not intended to remain active after termination.
If an error is detected in the management of technical objects, the Partner will check all potentially affected installations and make the necessary corrections.
Upon request by Upgates, the Partner shall provide within a reasonable period of time, depending on the severity of the case: a) an overview of the affected installations; b) a description of the cause; c) a plan and estimated time for remediation; and d) confirmation of the measures taken.
Upgates is not obligated to routinely manage or remove technical objects created by the Add-on on behalf of the Partner. This is without prejudice to Upgates' right to intervene pursuant to Chapter 8 if necessary to protect the Upgates Platform, Customers or third parties.

3.5 Technical support and communication

The Partner provides Customers with technical support for the installation, setup and operation of the Add-on and Related Services, if it is its provider.
Upgates provides support for the Upgates Platform. If it determines that the reported issue is related to an Add-on or Related Service, it may refer the Customer to a Partner.
The Partner maintains functional and regularly checked contact details for communication with Upgates and Customers throughout the existence of the Supplement.
The Partner responds to Upgates messages via communication channels according to Article 2.5 of the General Terms and Conditions no later than 5 business days.
In the event of a security incident, serious error or mass impact on Customers, the Partner will respond without undue delay. This does not affect stricter deadlines under these Special Terms and Conditions.
The response must contain at least confirmation of receipt of the matter, a basic statement and the expected next steps. An automatic response itself is not considered a response.

3.6 Intellectual property

The intellectual property rights to the Supplement remain with the Partner or the relevant rights holder.
Partner shall secure the permissions necessary to develop, operate, offer and distribute the Add-on and to use third-party content, software, data, markings and other elements.
For the duration of the Add-on's publication in the Marketplace, Partner grants Upgates a free, non-exclusive license to the extent necessary to: a) test and approve the Add-on; b) publish, offer, activate and distribute it through the Marketplace; and c) use the name, logo, image and description of the Add-on to present and promote it.
After publication, Upgates may retain and use the relevant materials only to the extent necessary to comply with legal obligations, protect rights, security, document the history of the Add-on, or resolve disputes.
The license under this article does not include the right to use the source code of the Supplement for any purpose other than its approval, unless otherwise agreed in writing with the Partner.

4. AI SUPPLEMENTARY

4.1 Identification of AI Supplement

The Partner shall notify Upgates that the Supplement is an AI Supplement: a) before its submission for approval or publication; or b) in the case of an already published Supplement without undue delay, no later than 30 days from the date on which this chapter begins to apply to the Partner.
The Partner shall specify in particular in the notification: a) the purpose and AI functions of the Add-on; b) the AI system or model used and its provider; c) the provider of the Related Services; d) the categories and sources of data used; e) the place of processing of the Customer Data, if known to the Partner; f) whether the Customer Data is used to train or otherwise improve the AI system; g) any automated decision-making, recording operations and the method of human supervision; h) the method of fulfilling applicable information and transparency obligations; and i) the assessment of whether it is a High-Risk AI Add-on, including its justification.
Upon request, the Partner will provide Upgates with the information and documents necessary to verify the reported facts.
In particular, Partner shall provide prior notice of any change to: a) the AI system, model or its provider; b) the purpose or AI features of the Add-on; c) the categories, sources, purpose or location of data processing; d) the use of data to train or improve the AI system; e) automated decision-making, write operations or human supervision; or f) the risk classification of the AI Add-on.
Upgates may make the implementation of the change conditional on a new assessment in accordance with Chapter 2.
The obligation to identify other Offers using AI is governed by the General Terms and Conditions.

4.2 Position of the parties

The Partner remains the creator and contractual provider of the AI Supplement.
The provider of the Related Services using AI may be the Partner or a third party. The Partner shall designate this person in accordance with Article 1.4.
Upgates provides the Upgates Platform and Marketplace. The mere publication, technical assessment or distribution of an AI Add-on does not mean that Upgates has developed, provides under its name or verified its compliance with the AI Act with the AI Add-on or the AI system used.
The roles of Upgates, Partner, Customer and third parties under the AI Act are assessed based on their actual activities and the AI Act. The Partner will provide Upgates with the information necessary for this assessment.
Partner may not brand the AI Add-on or AI System with Upgates' name, trademark, or logo or otherwise suggest that it was developed or legally certified by Upgates.

4.3 Prohibited AI Add-ons

The Partner may not submit, publish, offer, activate or operate through the Upgates Platform: a) a High-Risk AI Add-on; or b) an AI Add-on that uses a prohibited practice under Article 5 of the AI Act.
If Partner has reasonable doubt as to whether an AI Add-on is high risk, Upgates shall provide a description of its purpose, operation and proposed classification. Until the classification is clarified, Partner may not submit, re-offer or activate the Add-on.
If the Partner discovers that an already published AI Add-on may be a High-Risk AI Add-on or use a prohibited procedure, it shall immediately: a) inform Upgates; b) stop its offer and new activations, if its technical position allows it; and c) provide cooperation in measures pursuant to Chapter 8.
The prohibition under this article is a contractual rule of Upgates and applies regardless of whether the AI system could otherwise be operated in accordance with the AI Act.

4.4 Information and cooperation for the Customer

Partner shall provide Customer with clear information prior to activation of the AI Add-on about: a) its purpose and main AI features; b) how to use it; c) material limitations and known risks; d) the required human supervision; and e) the provider of the AI system or Related Services.
The Partner will provide the Customer with information and technical means that are reasonably necessary to fulfill the Customer's obligations under the AI Act, in particular the transparency obligations under Article 50 of the AI Act, if applicable to the specific use.
The obligation under the previous paragraph does not mean that every output of the AI Plugin must be marked as being created by artificial intelligence. The extent of the marking or information will be determined by the specific function, use and applicable law.
Cooperation with the Customer does not relieve the Partner of its own obligations under the AI Act or other legal regulations.

4.5 Customer Data and Training

Partner may use Customer Data only to the extent necessary to provide the AI Add-on features agreed upon with Customer.
Partner may not use Customer Data or data derived therefrom to train, fine-tune, or otherwise improve an AI system or model unless a separate agreement has been entered into with Customer regarding such use.
A separate agreement must at least specify: a) the data used; b) the purpose and manner of its use; c) the AI system or model and its provider; and d) the duration of the use of the data and the manner of termination of such use.
If the Customer Data contains personal data, a separate agreement under this article does not in itself constitute legal title under the GDPR. The Partner must ensure separate compliance with all obligations under the GDPR, in particular the existence of an appropriate legal title and compliance with information obligations.
The Partner shall configure the AI System and the Related Service so that Customer Data is not used to train or improve the AI System unless an agreement has been concluded pursuant to paragraph 2.
The Partner shall ensure that the prohibition under this article is also observed by providers of AI systems, Related Services and other persons to whom it transfers Customer Data.

4.6 AI literacy

The Partner shall take reasonable support measures in relation to persons developing, operating or supporting the AI Add-on to achieve a sufficient level of AI literacy pursuant to Article 4 of the AI Act.
The Partner will determine the scope of the measures taking into account the knowledge of these persons, the AI system used, the purpose of the AI Supplement and the associated risks.

4.7 Incidents, controls and collaboration

The Partner shall notify Upgates without undue delay, no later than 24 hours from the moment it becomes aware of the fact: a) a serious incident or serious malfunction of the AI Add-on; b) a breach of Customer Data security; c) the initiation of an inspection or investigation of the AI Add-on by a public authority; or d) a fact that may change the risk classification of the AI Add-on.
The Partner shall immediately take the measures necessary to eliminate or mitigate the risk pursuant to Article 3.3.
The Partner will retain available records and other documents necessary to clarify the incident and provide Upgates with reasonable cooperation.
At Upgates' request, the Partner shall provide in particular: a) technical and user documentation; b) available testing results; c) information on the AI systems, models and providers used; d) relevant records of the operation of the AI Add-on; and e) risk classification documents.
This does not affect the Partner's reporting and other obligations towards Customers or public authorities.

5. CUSTOMER DATA AND PERSONAL DATA

5.1 Handling of Customer Data

The Partner does not have any ownership or other rights to the Customer Data beyond the authorization required to provide the Supplement and the Related Service.
The Partner may use the Customer Data only: a) for the purposes and to the extent agreed with the Customer; b) in accordance with the description of the Supplement; and c) in accordance with these Special Terms and Conditions and legal regulations.
The Partner may not disclose Customer Data to another person unless it is necessary to provide the Supplement, the Customer has been appropriately informed of this, and the disclosure is in accordance with legal regulations.
The use of Customer Data to train or improve the AI system is governed by Article 4.5.

5.2 Roles under GDPR

The roles of Upgates, Partner, Customer and third parties in the processing of personal data are determined by their actual activities and the GDPR.
The Partner may, in relation to a specific processing, act in particular as: a) a processor, if it processes personal data on behalf of the Customer and according to its instructions; b) an independent controller, if it determines its own purposes and means of processing; or c) a joint controller, if it determines the purposes and means of processing together with the Customer or another person.
The partner will assess and document its position for each processing purpose. The contractual designation of the role does not take precedence over the actual processing method.
Upgates is responsible for the processing it performs in providing the Upgates Platform and Marketplace. By publishing the Add-on or providing the API, Upgates does not become a controller or processor of personal data processed by the Partner through the Add-on.

5.3 Contractual and information obligations of the Partner

Before commencing the processing of personal data, the Partner shall ensure contractual documentation and information corresponding to its actual role.
If the Partner acts as a processor, it will conclude a contract with the Customer that complies with Article 28 of the GDPR.
If the Partner acts as an independent controller, it shall ensure, in particular, the appropriate legal title and compliance with information obligations under the GDPR.
If the Partner acts as a joint controller, it will conclude an agreement with the other joint controllers pursuant to Article 26 of the GDPR.
The Partner will make its contractual terms and conditions and information on the processing of personal data available to the Customer to the extent appropriate to the Supplement and Follow-up Service provided.
The involvement of another processor, including a provider of Downstream Services, must comply with Article 28 GDPR. Transfers of personal data outside the European Economic Area must comply with Chapter V GDPR.

5.4 Security and interoperability

The Partner will adopt technical and organizational measures appropriate to the nature, scope and risks of the processing, in particular pursuant to Article 32 of the GDPR.
The Partner shall in particular: a) limit the scope of personal data processed and access to the necessary extent; b) ensure the confidentiality of persons with access to personal data; c) protect personal data against unauthorized access, alteration, loss or destruction; d) continuously verify the adequacy of security; and e) store personal data only for the necessary period.
The Partner will provide the Customer with the cooperation required by the GDPR to the extent appropriate to its role, in particular in handling data subject rights, impact assessments, security and incident resolution.
The Partner will ensure that the persons it engages in the processing comply with appropriate data protection and security obligations.

5.5 Security breach

If the Partner discovers a breach of Customer Data security, it will immediately take measures to eliminate or mitigate the risk in accordance with Article 3.3.
The Partner shall notify a security breach: a) to the Customer within the time and to the extent required by the GDPR; and b) to Upgates without undue delay, no later than 24 hours from the moment it became aware of it, if the incident may affect the Upgates Platform, its security or one or more Customers.
The Upgates notification contains available information, in particular on the nature and extent of the incident, the affected dates, the possible consequences and the measures taken or planned. If all information is not available at the same time, the Partner shall provide it gradually without further unnecessary delay.
The Partner will retain the documents necessary to clarify the incident and provide Upgates with reasonable cooperation.
If necessary to protect Customers or their data, Upgates may inform the affected Customers directly. If possible, it will inform the Partner in advance.

5.6 End of processing

Upon termination of the Add-on or the relevant service, the Partner shall: a) terminate access to the Customer Data; b) remove or deactivate the related technical objects pursuant to Article 3.4; and c) return or delete the personal data in accordance with the agreement with the Customer and the GDPR.
The Partner may only retain personal data to the extent and for the period required by law. During this period, it may not be used for any other purpose.
Upon request from the Customer or Upgates Partner, the Partner shall confirm the implementation of measures pursuant to this Article, if such request is reasonable in the circumstances.

5.7 Responsibility

Each party is responsible for the processing of personal data it carries out and for any breach of obligations corresponding to its actual role.
The Partner is responsible for the persons it involves in the processing, to the extent specified by the GDPR and relevant contracts.
Third party claims and mutual settlements between Upgates and the Partner are governed by Chapter 9 of the General Terms and Conditions.

6. PRICES AND INVOICING

6.1 Free activation

Installation or activation of the Add-on in the Marketplace is free of charge for the Customer.
Free activation means the technical availability of the Add-on through the Marketplace. It does not apply to: a) Follow-on Service; b) paid features of the Add-on; c) implementation, setup, consultation or support provided beyond the normal scope; nor d) system resources or services charged by Upgates pursuant to Article 6.4.
Partner may not charge separately for technical activation in the Marketplace. Partner may charge for the work or service required to put the Add-on into operation, provided that Partner clearly informs Customer in advance.

6.2 Price of Partner or third party services

The Partner or third party providing the Related Service may charge a fee for, in particular: a) use of the Related Service; b) extended features of the Add-on; c) implementation and setup; d) consulting; or e) other related services.
Before activating the Add-on, the Partner shall clearly state: a) which services are paid; b) the price or method of determining it; c) whether it is a one-time or recurring payment; d) who provides and charges for the service; and e) where the relevant contractual and pricing terms and conditions are available.
The Partner will ensure that the price information listed in the Marketplace is true and up-to-date.
The price change does not affect payment obligations that have already arisen and will be applied according to the contract between the Customer and the provider of the paid service.

6.3 Direct contractual and payment relationship

The contract for a paid service related to the Add-on is concluded directly between the Customer and the Partner or a third party providing the service.
Payments are made directly between the Customer and the provider of the paid service, unless otherwise expressly agreed in writing with Upgates.
The provider of a paid service is responsible for: a) the accuracy of billing; b) issuing tax documents; c) collecting and returning payments; d) handling complaints regarding the price or payment; and e) fulfilling tax and accounting obligations.
Upgates is not a party to the contract under paragraph 1 nor a payment service provider in relation to such payments.

6.4 Upgates fees

Upgates does not charge the Partner a fee or commission for publishing or distributing the Supplement, unless otherwise agreed in writing with the Partner or unless a fee is established in accordance with the General Terms and Conditions.
Upgates may charge the Customer, according to its price list, for the use of system resources or services of the Upgates Platform related to the Add-on, in particular making the API available or increasing its limits.
The fee under the previous paragraph is Upgates' income and is independent of the price of the Add-on or Follow-on Service.

7. RESPONSIBILITY FOR THE SUPPLEMENT AND ITS VERIFICATION

7.1 Partner's Responsibility

The Partner is responsible for the development, functionality, security, maintenance, support and compliance of the Add-on with its description, the contract with the Customer and legal regulations.
The Partner is also responsible for: a) the correct and secure connection of the Add-on with the Upgates Platform and the Related Service; b) the accesses, permissions and technical objects used by the Add-on; c) the accuracy of the information provided to Upgates and the Customers; d) the persons used to develop, operate or support the Add-on; and e) the Related Service, if it is its provider.
If the Linked Service is provided by a third party, the Partner is not liable solely for the provision of the service due to the creation of the link. However, the Partner is liable for: a) the correctness and security of the link; b) the true identification of the service provider; c) the information and features of the service that it has stated or promised; and d) the fulfilment of its own obligations relating to the selection and engagement of the service.
The Partner's liability for damage is governed by legal regulations, the contract with the Customer, these Special Terms and Conditions and Chapter 9 of the General Terms and Conditions.

7.2 Upgates's Liability

Upgates is responsible for providing the Upgates Platform, Marketplace and API to the extent of its obligations under the General Terms and Conditions.
Upgates is not responsible for: a) the development, content, functionality or operation of the Partner Add-on; b) the follow-up service provided by the Partner or a third party; c) the fulfillment of the contract between the Partner or a third party and the Customer; nor d) the compatibility of the Add-on with a future change to the Upgates Platform or API after the expiration of the time provided to the Partner for the necessary modification.
The preceding paragraph shall not apply to the extent that the damage was caused by Upgates' own breach of duty.
Further rules on Upgates' liability and its legal limits are set out in Chapter 9 of the General Terms and Conditions.

7.3 Meaning of the label “Verified Supplement”

The designation "Verified Supplement" means that the Supplement has met the requirements reviewed by Upgates as part of the approval process.
The assessment applies only to the version of the Supplement, its functions and supporting materials available at the time of the assessment.
The designation “Verified Add-on” does not constitute: a) a guarantee of error-free, continuous availability or future compatibility; b) a legal certification of the Add-on; c) confirmation of compliance with the AI Act, GDPR or other legal regulation; d) an assumption of responsibility by Upgates for the Add-on or Related Service; nor e) an obligation by Upgates to continuously monitor the Add-on.
The Partner is obliged to maintain the conditions under which the Supplement was verified and to notify material changes pursuant to Article 2.5.
Upgates may reassess a Verified Supplement or remove its “Verified Supplement” designation in accordance with the procedure set out in Chapter 8.

7.4 Claims of Customers and Third Parties

Claims regarding a Supplement or Follow-up Service are resolved by the person responsible for the relevant performance.
If the Customer or a third party asserts a claim against Upgates as a result of a breach of the Partner's obligation, the procedure shall be in accordance with Article 9.3 of the General Terms and Conditions.
The Partner is not liable for any part of the claim or damage caused by the acts or omissions of Upgates, the Customer or any other person for whom the Partner is not liable.

8. SUSPENSION AND TERMINATION OF THE SUPPLEMENT

8.1 Termination of the offer by the Partner

The Partner may terminate the Add-on offer at any time and without giving a reason by notifying the Partner via the Partner Account, to the Upgates contact email or in another agreed manner.
The termination of the offer is governed by the transitional regime pursuant to Article 8.3.
Termination of the entire cooperation by the Partner pursuant to Article 10.2 of the General Terms and Conditions simultaneously means termination of the offer of all its Supplements.
Obligations for existing installations under this chapter continue even after the termination of the general cooperation. Upgates may maintain limited access to the functions required by the Partner for the necessary period of time to fulfill these obligations.

8.2 Upgates measures

If the conditions under Chapter 9 of the General Terms are met, Upgates may in particular: a) hide the Add-on from the Marketplace; b) stop new installations; c) temporarily limit the Add-on's functionality or access to the API; d) require rectification or reassessment; e) remove the "Verified Add-on" designation; f) remove the Add-on from the Marketplace; or g) terminate cooperation regarding the Add-on.
The reason for the measure may be, in particular: a) violation of the General or Special Terms and Conditions; b) security vulnerability or repeated serious error rate; c) non-compliance with legal regulations; d) violation of third party rights; e) loss of compatibility with the supported version of the Upgates Platform or API; f) failure to provide cooperation or repeated failure to fulfill communication obligations; g) failure to fulfill obligations in the management of technical objects; h) justified complaints by Customers; or i) technical, operational, capacity or business reasons on the part of Upgates.
Upgates will choose a measure appropriate to the nature and severity of the case. If the nature of the risk allows, it will provide the Partner with a reasonable opportunity to remedy the situation before restricting existing installations.
Upgates will notify the Partner of the measure taken and the reason for it in accordance with Chapter 9 of the General Terms and Conditions.
The Partner may request a review of the measure in accordance with the procedure set out in Article 9.6 of the General Conditions.

8.3 New and existing installations

Upon notification of termination by the Partner or upon Upgates' decision, the offer of the Add-on to new Customers and the possibility of new installations will cease without undue delay.
Existing installations will generally remain operational for a period of two months: a) from the delivery of the Partner's notification to Upgates; or b) from the delivery of the Upgates decision to the Partner.
During the transition period, Partner will: a) maintain the Add-on in a secure and functional state; b) provide support to existing Customers; c) not limit the Add-on’s functionality in a way that would impede a safe transition; and d) provide the necessary support to migrate or terminate the Add-on.
Upgates may restrict or disable existing installations immediately if necessary: a) to comply with a legal obligation or a decision of a public authority; b) to avert an imminent security risk or serious harm; c) to protect Customer Data or the rights of third parties; d) to stop a High-Risk AI Add-on or a prohibited practice pursuant to Article 4.3; e) to protect the stability of the Upgates Platform or Projects; or f) if the Partner is unable or refuses to make the necessary corrections or provide cooperation.
The scope of immediate action must be limited to what is necessary to eliminate or reduce the risk.
Upgates and Partner may agree on a different length or course of the transition period, in particular based on the technical nature of the Supplement, contractual obligations towards Customers or the availability of an alternative solution.
If safe and technically possible, Partner may offer Customers a transition to an Unverified Add-on after removing a Verified Add-on. Such a solution is subject to Upgates approval in accordance with Chapter 2.

8.4 Temporary suspension

The Partner may request Upgates to temporarily suspend the offering of the Add-on, in particular to address an error, incident or security risk.
Upgates may also temporarily suspend the Supplement on its own initiative under the conditions set out in Article 8.2.
During the suspension period, the Add-on cannot be newly installed. Existing installations remain functional unless the reason for the suspension requires their limitation or deactivation.
The suspension lasts only for the time necessary to verify or eliminate its reason.
The add-on will not be republished automatically. Upgates will restore it after proof of correction or after determining that the reason for the suspension has ceased to exist.

8.5 Informing Customers and Termination of Operation

Partner shall inform affected Customers without undue delay of: a) the termination or material limitation of the Supplement; b) the length of the transition period; c) the impact on their data and operations; and d) the available migration, export or termination process.
If necessary to protect Customers or their data, Upgates may also inform them. If possible, it will inform the Partner in advance.
After the end of the transition period, the Partner shall: a) safely terminate the functions and accesses of the Add-on; b) remove or deactivate the technical objects pursuant to Article 3.4; c) dispose of the Customer Data pursuant to Article 5.6; and d) provide Upgates with confirmation of the measures taken upon reasonable request.
The termination of the Add-on shall not affect the contractual obligations of the Partner towards the Customers, which by their nature are intended to continue. If these obligations require the operation of the Add-on after the end of the transition period, the Partner shall agree in advance with Upgates the necessary procedure.

8.6 Inactive pending application

If there is no demonstrable progress or cooperation from the Partner for a pending request to publish a Supplement for at least six months, Upgates may delete the request.
Upgates will notify the Partner in advance of the intended deletion and provide them with at least 14 days to proceed with the request.
After deletion, the Partner submits a new application, if any, according to the procedure in Chapter 2.

9. FINAL PROVISIONS

9.1 Changes to the Special Conditions

Changes to these Special Terms and Conditions are governed by Chapter 11 of the General Terms and Conditions.
A change to the Special Terms and Conditions does not affect the rights and obligations that arose before its entry into force.

9.2 Application of the General Terms and Conditions

Governing law, dispute resolution, delivery and severability of individual provisions are governed by the General Terms and Conditions.
Issues not covered by the Special Conditions are assessed in accordance with the General Conditions and relevant legal regulations.

9.3 Replacement of previous text

These Special Terms and Conditions replace the previous version of the Special Terms and Conditions for the development and offer of Supplements from the date of their entry into force.
Amendments published before this date shall apply from the effective date of these Special Terms and Conditions, if they have been notified to the Partner in accordance with the procedure set out in Chapter 11 of the General Terms and Conditions.

9.4 Efficiency and availability

These Special Terms and Conditions come into effect on 1.9.2026.
The current version of the Special Terms and Conditions is available on the Upgates website.