Commercial Terms and Conditions

Terms and Conditions for Services Provided by Fragile media s.r.o.

effective from 22 August 2025

I. General Provisions

These terms and conditions (hereinafter referred to as the “Terms and Conditions”) govern the contractual relations between the customer (the Client, as defined below) and the provider, Fragile media s.r.o., with its registered office at Pernerova 673/47, 186 00 Prague 8 – Karlín, Company ID No.: 282 12 797, incorporated in the Commercial Register kept by the Municipal Court in Prague, File No. C 133003, web: www.fragile.cz, contact email: info@fragile.cz (hereinafter referred to as the “Agency”).
The Agency offers advertising and marketing services as part of its business activities.
The client is a natural person or legal entity, either a direct customer (the final recipient of the services) or an advertising or media agency, requesting one of the Agency’s services (hereinafter referred to as the “Client”), who subsequently enters into a service contract, contract for work or other contract (hereinafter referred to as the “Contract”) with the Agency. Unless expressly agreed otherwise, the Client enters into a contractual relationship with the Agency for its business purposes, never as a consumer. The Agency shall provide performance, in particular services or a work (hereinafter collectively referred to as the “Services”), to the Client on the basis of the concluded Contract. (the Agency and the Client shall hereinafter be jointly referred to as the “Parties”)
These Terms and Conditions are an integral part of the Contract (Order, as defined below) concluded between the Client and the Agency. By entering into the Contract, the Client is deemed to agree to these Terms and Conditions. In the event of a conflict between the contents of the Contract (Order) and the Terms and Conditions, the Contract (Order) shall prevail.
If the Client has its own terms and conditions, the Parties expressly exclude the application of the Client’s terms and conditions to the legal relationship established by the Contract or Order. If special terms and conditions are drafted regarding the Agency’s services, these Terms and Conditions shall apply as supplementary terms and conditions.

II. Commissioning of the Services

In the event that the Client intends to use the Agency’s services and commissions the Agency with the provision of such services, the Agency will send to the Client a proposal of the service to be provided based on the Client’s inquiry, usually in the form of a media plan, which will contain at least a breakdown of the content of the service (hereinafter referred to as the “Media Plan”). The Agency may also make a proposal of the service to be provided by email or other digital communication where the proposal shall contain sufficiently specific parameters that the Agency needs for the provision of the Service (for the purposes of these Terms and Conditions, such proposal is also considered a Media Plan).
If the Media Plan is approved by the Client, it shall become a binding order (hereinafter referred to as the “Order”), and the Parties shall be deemed to have entered into a Contract upon the delivery of the Client’s confirmation. If the Client does not confirm the Media Plan within 10 business days of its delivery to the Client, the Agency may decide that the Media Plan expires, of which it shall inform the Client.
The Media Plan must be accepted by the Client without reservations or changes, otherwise no Contract shall arise. Any amended offer shall be considered a new proposal where written confirmation by the Agency is required for the Contract to be formed.
If the procedure prolonging the approval of the Media Plan by the Client (e.g., proposals for changes) leads to a situation where it is not possible to implement the service in the required timeframe, the resulting situation shall be to the detriment of the Client.
The Client is obliged to provide the Agency with all the necessary cooperation for the proper performance of the Services, in particular to prepare and deliver all documents necessary for the implementation of the requested Services in an editable electronic form and without the need for further modifications. In the event that the documents are delivered in an insufficient format or require modifications, the Agency will invite the Client to complete the documents within a time limit set by the Agency. If the Client fails to deliver the modified documents as requested by the Agency, the Agency shall have the right to modify the documents itself at the Client’s expense in a reasonable amount. Unless otherwise specified by the Agency, all documents must be received no later than five (5) business days before the scheduled start of the service.
Communication between the Agency and the Client related to the negotiation and arranging of the Media Plan/Order may take place by email, through the contact email addresses of the Agency and the Client which they shall communicate to each other for this purpose. An email shall be deemed to have been received on the next business day after it is sent, unless the receiving Party acknowledges an earlier receipt.
The Agency has the right to modify the received documents without the Client’s prior consent so that they meet the requirements for publication of such documents. These modifications cannot give rise to the Client’s right under defective performance.
If a certain parameter of the Service is not specified (e.g., publication date, placement, format), its form depends on the Agency’s capabilities and discretion.
In the event that the Client wishes to cancel the Order (and therefore the concluded Contract), it must do so exclusively in writing with demonstrable delivery to the Agency. Upon receipt of a cancellation request, the Agency will discuss the discontinuation of media costs according to individual business agreements with each media outlet and provide the Client with the earliest possible date for termination of the Services concerned. The Client acknowledges that it may not be possible to interrupt or stop some Services. Any costs or penalties incurred as a result of early termination of the cooperation by the Client shall be borne by the Client. If the Agency has covered any of them, the Client is obliged to reimburse the Agency in full without delay.
The Agency reserves the right to refuse, suspend and/or cancel the provision of the Services, in particular, if:

the documents supplied by the Client do not comply with the requirements of the Agency or the terms of the relevant media outlets or are in breach of these Terms and Conditions,
the documents have not been delivered five (5) business days before the scheduled start of the Service at the latest,
the Client’s demands are contrary to good morals and/or ethical rules, and/or threaten public order,
the quality, form or content of the requested service does not meet the Agency’s standards or legitimate interests,
the Client is in default in payment of the price for the provision of the Agency’s services provided under the Contract or any other contractual relationship with the Agency.

III. Provision of the Services

The Agency is entitled to use third parties (subcontractors) in the performance of the Contract. In providing the Services, the Agency is only responsible for activities that it is able to directly and completely influence. The Client acknowledges that the Agency shall not be liable, in particular, for any deficiencies, delays or damage caused by the activities of the subcontractors involved or for the functionality of third-party systems and tools, such as outages, access restrictions, insufficient archiving of content or communication.
The Agency provides the Services independently at its professional discretion. If it is necessary for the Agency to receive specific instructions from the Client for the proper provision of the Services and such instructions have not been provided, the Agency shall request them without undue delay. If, however, the Client’s instructions cannot be obtained in time and further action cannot be delayed, for example, but not exclusively, in the case where, in view of time constraints, the Agency could, by its unilateral decision, avert damage threatening the Client as a result of the Client’s failure to provide sufficient cooperation, in particular, but not exclusively, the application of cancellation fees by individual media outlets, the Agency is entitled to act according to its professional judgement in order to best protect the interests of the Client. Pending receipt of the instructions, the Agency shall not be liable for any damage resulting from its independent action or for any delay caused by waiting for the Client’s instructions.
The Client is obliged to respect any instructions of the Agency in order to maintain the quality of the result of the Services, and is obliged to consult the Agency in advance of any interventions or changes regarding the result of the Services. The Agency shall not be liable for any damage caused by the Client’s interference with the Services without the Agency’s prior written consent.
If the Client’s cooperation is necessary for the provision of the Services (e.g., payment for the services of a third-party system) and the Client does not provide it properly, the consequences shall be borne by the Client.
Unless expressly agreed otherwise, the Agency shall provide the Services arising from a specific Order (Contract) exclusively to the Client. The Agency shall not be liable for any damage caused to third parties as a result of the provision of Services based on the Client’s instructions or documents. If any claims are made against the Agency by a third party in connection with the provision of the Services based on the Client’s instructions or documents, the Client shall indemnify the Agency for all damage, including non-pecuniary loss, incurred by the Agency in relation to such claims.
In the event that the Agency processes personal data of data subjects on behalf of the Client in the course of providing the Services, the Client shall be the controller and the Agency shall be the processor within the meaning of the relevant provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council (hereinafter referred to as the “GDPR”), in which case the Agency and the Client shall be obliged to enter into a data processing agreement within the meaning of Article 28 of the GDPR. In the event of processing of personal data, the Agency is entitled to involve other processors in the processing, namely legal entities belonging in the holding of which the Agency is a member (hereinafter referred to as the “KNOW Group”) and natural persons doing business with the Agency and providing services to the Agency or another entity from the KNOW Group, all without the need for the Client’s prior consent. The Client declares that all personal data used for the provision of services by the Agency is obtained in a lawful manner and is fit for use for the intended purpose. The Client undertakes that, if the Agency suffers damage as a result of a breach of the Client’s obligations regarding the processing of personal data, the Client shall compensate the Agency for the damage, including non-pecuniary loss, in full, which may include payment of penalties imposed by a public authority and compensation for third-party claims, lost profits or damage to the Agency’s reputation.
At the moment of conclusion of an Order, the Client becomes obliged to fully use the budget agreed in the Order in question, in the sense of using the entire advertising space that is the subject of the Order and the Services ordered (hereinafter referred to as the “Budget Guarantee Commitment”), except in a situation where the fulfilment of that commitment is prevented for reasons on the part of the Agency and/or the provider of the advertising space. If the Client breaches the Budget Guarantee Commitment in whole or in part in the sense of non-compliance with the total agreed financial volume and/or the financial volume of the individual guarantees specified in the Order, the Agency shall be entitled to adjust the basic price conditions and other parameters defined in the Order in accordance with the applicable price lists and terms and conditions of the individual providers of advertising space so that they correspond to those terms and conditions related to the part of the Order duly fulfilled by the Client, even retroactively, for all performance that took place before the relevant moment when the amount of the duly fulfilled part of the Order was determined or when the Client redefined that amount. The Agency shall apply the adjusted price conditions to the already performed services in the form of a corrected tax document, for all invoices issued up to that relevant moment. This provision does not exclude the Agency’s right to compensation for damage incurred as a result of the Client’s breach of its contractual obligation set forth in this paragraph, i.e., the Client’s obligation to guarantee a certain financial investment in advertising space, which was not compensated by the above procedure. Such compensation may include, in particular, compensation for penalties applied by individual providers of advertising space for failure to comply with the agreed volume of the individual guarantees.

IV. Financial Terms

The Client undertakes to pay the agreed fee to the Agency for the Services provided.
The payment shall be deemed to have been duly made if it has been made in a non-cash form in the amount and under the VS (variable symbol) identifier specified in the relevant Order, to the Agency’s bank account number indicated in the relevant tax document and published in the public records of the VAT Payers Register, unless the Parties expressly agree otherwise in the Order. In the event that a payment is made to an account other than the one as specified in the previous sentence and unless otherwise agreed in the Order, the Client shall bear all responsibility for crediting the payment to the Agency and undertakes to compensate the Agency for any damage resulting from making a payment in violation of the previous sentence.
The fee for the Services is exclusive of VAT. VAT will be added to the fee in accordance with applicable legislation.
Each invoice is due 30 calendar days from the date of the taxable performance under the invoice. The date of taxable performance is the last day of the month in which the performance was provided according to the Order, and the date of payment of the tax document – invoice means the date of crediting the invoiced amount to the Agency’s account. In the event of a delay in payment, the Agency is entitled to charge the Client a contractual penalty of 0.05 % of the amount due for each commenced day of delay, in addition to the statutory default interest.
The Agency shall deliver the issued invoices to the Client in electronic form to the email address specified in the Order. If no such email address is specified in the Order, the Agency will deliver the invoice to the Client’s main email address. The email shall be deemed to have been received on the next business day after it is sent, unless the receiving Party acknowledges an earlier receipt.
In the event that the Client is in default in payment of any performance to the Agency, the Agency is entitled to suspend or withhold the Service (even if provided on a basis other than the Contract), in which case the timeframe for the provision of such performance by the Agency shall be extended by the period of the Client’s default in payment.
Each tax document – invoice must contain the mandatory elements stipulated by Act No. 235/2004 Coll., on value added tax.
The Client is entitled to return any tax document – invoice that does not contain the elements referred to in the previous paragraph or has other serious defects in content or form without payment before the due date. The Client must always indicate the reason for the return on the returned tax document – invoice.
Depending on the nature of the error/defect, the Agency is obliged to correct or reissue the tax document – invoice. The original maturity period of the tax document – invoice ceases to run upon the legitimate return of that invoice. The entire maturity period starts running again from the date of delivery of the corrected or reissued tax document – invoice, unless otherwise expressly agreed between the Agency and the Client.

V. Complaints

In the event of defective performance under the Order by the Agency, as well as in the event that the performance to which the Agency has committed itself under the Order does not occur at all, the Client’s rights arising from such defective or absent performance shall be settled, based on the Client’s complaint, preferably in a manner to which both Parties expressly agree on the Agency’s proposal. If there is no agreement between the Parties on the settlement proposed by the Agency and no other procedure for settlement of the defective performance provided by the Agency is agreed, the Agency undertakes to settle the Client’s rights arising from the defective performance preferably in the form of providing a replacement performance and, where not practicable, in the form of a discount on the price of the defective performance.
The Client shall not be entitled to exercise the right under defective performance if the Client already knew about the defect prior to the provision of the Service or if the Client itself caused the defect in the Service in whole or in part, e.g., by giving inappropriate instructions, supplying incorrect documents, unauthorised interference with the Service or failure to provide cooperation. Defects that do not impair the value or the fitness for use of the Service or that have not affected the purpose of the Service cannot be complained of. Furthermore, failures caused by third-party systems used by the Agency and the functionality of which cannot be influenced by the Agency, as well as inadequate performance by the contractors involved, are not considered a defect in the Service.
The Client acknowledges that the Agency is not responsible for the reactions of end users/customers to the Services provided or their specific effects, as these circumstances and occurrences cannot be fully predicted or influenced.
The Client must submit each complaint in writing to the Agency’s registered office address or the Agency’s contact email address listed in the header of these Terms and Conditions. The Client shall be obliged to exercise the rights arising from defective performance with the Agency without undue delay after becoming aware of the relevant defects in the performance, which time limit shall never be longer than twenty (20) business days from the demonstrable discovery of defective performance by the Client, taking into account the nature of the services provided. Defective performance claimed after the expiry of the aforementioned time limit will not be taken into account.
The Client is obliged to provide the following information in particular when making a complaint: the name of the Client and, if applicable, the end customer, the name of the Service, the Order number, the agreed date/timeframe for the provision of the Service, and a detailed description of the defect complained of. Any delay in notifying and thoroughly describing the defect may cause the defect to become more severe with continued use of the Service and may be grounds for rejection of the complaint.
The exercise of a complaint shall not have suspensive effect and the Client shall be obliged to pay for the Services charged in full by the due date.
The Client is obliged to raise objections, if any, to the invoices issued within seven (7) days after the delivery of the invoice, in writing to the Agency’s registered office address, with the understanding that the undisputed amounts remain payable. Upon expiry of that time limit, the right to object to defects in the invoice shall cease.

VI. Liability

The Client shall be held liable to the Agency for all damage, non-pecuniary loss or other costs incurred in connection with the provision of Services under the Contract/Order, if such Services were performed on the basis of documents, instructions, proposals or other materials provided or approved by the Client. The Client is also responsible for the accuracy, truthfulness and completeness of the provided documents and for their compliance with legal regulations and good morals.
The Client’s liability under the preceding paragraphs includes, but is not limited to, liability for infringement of copyrights and/or intellectual property rights, as well as liability for compliance with laws governing advertising, personality protection, personal data protection, radio and television broadcasting, trademarks and unfair competition. If, as a result of the provision of the Services in accordance with the procedure or documents approved by the Client, in connection with the documents supplied by the Client or as a result of violation of the rights of third parties, administrative, criminal or civil proceedings are initiated with the Agency, on the basis of which the Agency is obliged, by a final ruling, to pay a fine, damages, lost profits or other penalty, the Client hereby expressly undertakes to pay to the Agency, upon its demand, an amount equal to the amount of the fine, damages, lost profits or other penalty to which the Agency is liable as a result of that ruling, and related costs (e.g., a contracted lawyer’s fees, administrative costs). The Client shall be obliged to pay the related costs according to the preceding sentence to the Agency even if, as a result of the aforementioned circumstances, administrative, criminal or civil proceedings are initiated with the Agency in which no final ruling imposing a fine or obligation to pay damages, lost profits or other penalty is issued. For the avoidance of doubt, the Parties agree that the provisions of this paragraph shall apply mutatis mutandis to claims for damages, lost profits, payment of penalties claimed against the Agency by third parties in connection with the provision of the Services under or in connection with the procedure or documents approved by the Client and any costs reasonably incurred by the Agency in connection with any claims by third parties for any compensation against the Agency in relation to the provision of the Services under the Contract/Order. The obligations under this paragraph shall survive the termination of the Contract.
The total liability of the Agency for damage arising in connection with the provision of the Services is limited to the amount corresponding to the fee for those specific Services that were burdened by the event giving rise to the Agency’s liability (excluding VAT). However, the Agency shall not be held liable for any loss or misrepresentation of data, loss of profit, loss of business opportunity or any indirect or consequential damage.
The right to claim compensation for damage or non-pecuniary loss against the Agency shall become time-barred one (1) year from the date on which that right could have been exercised for the first time.

VII. Intellectual Property Rights

In the event that a copyrighted work within the meaning of the Copyright Act is created in the course of providing the Services, the Agency shall, unless otherwise expressly agreed by the Parties, grant to the Client a non-exclusive, non-transferable licence to use the work solely for the purposes set forth in the Order. The Client’s entitlement to such licence shall only arise upon full payment for the Services under the Order under which the copyrighted work was created. The Client is not entitled to modify the work or use it for purposes other than those agreed upon without the prior consent of the Agency. The licence is granted for the duration of the Contract. If the copyrighted works are used beyond the agreed purpose, the Agency is entitled to an equitable compensation, without prejudice to its possible claim for damages. Unless the licence price is separately stated in the Order or the Contract, it is deemed to be part of the fee for the provision of the Services. If it were necessary to determine the proportion of the licence fee in the Agency’s total fee for the copyrighted work, the licence shall be deemed to constitute 10 % of the total fee paid to the Agency for the performance of the Contract.
Unless otherwise stated, the Client is not entitled to the source data for the results of the Services.
The Client consents to the publication of its company name, logo, sample of the Agency’s outputs or URL address in the Agency’s references as part of the Agency’s promotional activities.
If the performance of the Contract uses documents/materials submitted by the Client that are protected by intellectual property rights, the Client declares that it is fully entitled to use these documents/materials, that these documents/materials do not interfere with the rights of third parties and do not contravene legal regulations, and that the Agency is entitled to use them for the purpose of providing the Services. In the event that this declaration proves to be false, the Client undertakes to indemnify the Agency for all damage and non-pecuniary loss incurred by it, including claims of third parties.

VIII. Confidentiality

All provisions of the Contract or the Order, as well as individual legal relations arising under the Contract or the Order and any information or documents communicated to or obtained by the Parties in the course of concluding the Contract or the Order or in the performance of their obligations under the Contract or the Order shall be considered confidential without having to be expressly marked as such.
Confidential information within the meaning of the Contract/Order is any information regardless of the form in which it is held (e.g., written, electronic, oral, etc.), in particular, but not limited to, information and data relating to the Contract/Order and any documents/materials and all documentation relating to the Contract/Order, information about any procedures and internal processes of the Parties, information of a financial, economic, operational or technical nature relating to the Parties, or information relating to associates and subcontractors of the Parties or persons/entities connected with them by assets/property, which is not publicly available, whether or not disclosure is likely to harm the entity to which the information pertains (hereinafter referred to as “Confidential Information”).
The Parties shall maintain the confidentiality of the Confidential Information, shall not disclose it or allow access to it by any third party, and shall not use it for their own benefit or for the benefit of any third party or otherwise to the detriment of the other Party. It shall not constitute a breach of this obligation if Confidential Information is disclosed by a Party to that Party’s consultants and subcontractors, provided that the Party ensures that such consultants and subcontractors maintain the confidentiality of the Confidential Information. Exceptions to the duty of confidentiality under this Article are cases where: disclosure of the information is required by law or by the competent public authorities pursuant to the law; the information is already demonstrably in the public domain; a Party obtains the written consent of the other Party to the disclosure of the information; or the disclosure results from the purpose of the Contract or these Terms and Conditions.
For the purposes of this Article, third parties shall not be deemed to be members of the Agency’s bodies and management, employees of the Agency, persons in a similar capacity providing services to the Agency outside an employment relationship, persons referred to in this sentence falling under another legal entity belonging in the KNOW Group and suppliers/contractors of the Agency or other member of the KNOW Group (including natural persons acting within the supplier/contractor companies), if such persons need to know the Confidential Information in order to perform the Contract/Order.
In the event of any doubt as to whether a particular piece of information is subject to the duty of confidentiality under this Article or whether it is Confidential Information within the meaning of this Article, the Party concerned undertakes to seek the opinion of the other Party before any such disclosing, making available or providing such information to a third party.
The duty of confidentiality under this Article shall continue after the termination of the Contract/Order for a period of three (3) years.
Upon termination of the Contract or at any time upon the Agency’s request, the Client shall promptly return to the Agency all writings, correspondence, notes, proposals, drafts and other documents similar thereto which have any relation to the Agency’s Confidential Information and which are in the Client’s possession. Similarly, the Client shall ensure this with respect to third parties to whom the Confidential Information has been disclosed in accordance with these Terms and Conditions. The Client is not entitled to claim any compensation for such documents.
In the event that either Party breaches the duty of confidentiality defined in this Article, it shall be obliged to pay to the aggrieved Party a contractual penalty of CZK 100,000 (in words: one hundred thousand Czech crowns) for each individual breach of the duty. In the event that a separate Non-Disclosure Agreement (hereinafter referred to as the “NDA”) is entered into between the Parties that provides for a contractual penalty differently from this Article, the NDA shall prevail over the provisions of this Article.

IX. Termination of the Contract

Unless the Parties agree otherwise, the Contract is concluded for a fixed term, until the subject-matter of performance is fulfilled.
The Contract/Order may be terminated by written agreement of the Parties, which shall include the settlement of mutual obligations and claims as of the date specified in that agreement.
Either Party shall be entitled to withdraw from the Contract in the event of the bankruptcy of the other Party or the commencement of insolvency proceedings against the other Party on its own motion or in the event of the other Party entering into the liquidation process.
Either Party shall be entitled to withdraw from the Contract/Order in the event of a material breach of the Contract and/or the Order and/or these Terms and Conditions by the other Party (in particular, but not limited to, delay in payment of the price of the Services, delay in the delivery of necessary documents, failure to provide sufficient cooperation, etc.), provided that the withdrawing Party gives written notice of such a breach to the breaching Party and allows the breaching Party a reasonable period of time to remedy the breach. The Contract/Order shall terminate upon delivery of the notice of withdrawal to the other Party.
Termination of the Contract shall be without prejudice to the Agency’s right to receive payment for Services provided during the term of the Contract. If the Contract has been terminated by the Client or for reasons on the Client’s side and the Agency has not become entitled to receive payment of the price of certain Services, the Agency is also entitled to claim reimbursement of the costs incurred in providing or preparing for the provision of such Services.
Termination of the Contract shall not affect the effectiveness of those provisions which, by their nature, are intended to bind the Parties even after the termination of the Contract.
Withdrawal under this Article must be made in writing by registered letter or via data mailbox.

X. Communication

Notwithstanding any other means of proof of service available under generally applicable law, any document the delivery of which is required, implied or permitted by the Contract/Order/Terms and Conditions shall be deemed to have been duly served if it has been delivered by means of a data mailbox under the terms of applicable law or by registered post to the Party concerned at the address shown as the registered office of that Party in the Commercial Register (or equivalent register if a foreign entity) or at such other address as the Party shall notify in writing to the other Party.
Refusal to accept a consignment will have the same consequences as its delivery, effective as of the date of refusal to accept it.
Consignments sent by registered mail with acknowledgement of receipt shall be deemed to have been duly served upon their actual delivery, but in any case no later than on the third (3rd) day after the notification of their depositing at the post office, or, if the consignment is returned as undeliverable, on the seventh (7th) day after its posting at the post office.

XI. Governing Law and Dispute Resolution

The mutual rights and obligations of the Parties under the Contract/Order shall be governed by the laws of the Czech Republic, in particular Act No. 89/2012 Coll., the Civil Code. The Parties agree that, if any matter arises which is not expressly or impliedly covered by the Contract/Order/Terms and Conditions, such matter shall be considered and resolved with regard to the subject-matter and purpose of the Contract/Order in a manner that is fair to both Parties and, as far as possible, not to the detriment or against the interests of either Party.
If an amicable settlement of any dispute is not reached within a reasonable time, then the Parties agree that the dispute in question arising out of and in connection with the Contract/Order shall be settled before the courts of the Czech Republic having the relevant territorial and subject-matter jurisdiction. The Parties agree, within the meaning of Section 89a of Act No. 99/1963 Coll., the Civil Procedure Code, as amended, that the territorially competent court to resolve all disputes under this paragraph is the District Court of Prague 1, or the Municipal Court in Prague, according to the statutory subject-matter jurisdiction of the courts to decide specific types of disputes, unless the law provides for exclusive territorial jurisdiction of a particular court (even a different court) independent of the agreement of the Parties on the jurisdiction of the courts to decide disputes arising between them.

XII. Final Provisions

The Client is not entitled to assign its claims against the Agency to a third party or unilaterally set off its claims against the Agency without the Agency’s prior written consent. The Agency shall be entitled to set off any of its receivables due from the Client against various receivables of the Client from the Agency.
Unless otherwise specified by the Agency, contractual penalties under these Terms and Conditions are payable within 15 days of receipt of a written demand for payment of the contractual penalty. Payment of the contractual penalty is without prejudice to the right to damages.
The Client acknowledges that the statistical data concerning the individual elements of its Internet marketing may be further anonymised by the Agency and processed and used for the purpose of developing the Agency’s services.
Expressions of intent made by remote data transmission, in particular by email, shall also be deemed to be in writing according to these Terms and Conditions, provided that they enable the content of the action and the person who made it to be determined and are sent to the contact email addresses of the Parties mutually communicated for these purposes.
The Agency is entitled to unilaterally change these Terms and Conditions at any time (for example, but not exclusively, due to technical, commercial or operational changes on the part of the Agency or in the market, changes in legislation or its interpretation, unforeseen changes in the market, changes in the services of suppliers/contractors, etc.). Contracts/Orders concluded before the amendment to the Terms and Conditions takes effect will be completed in accordance with the original version of the Terms and Conditions. In the event that the Agency provides the Client with long-term repeat performance of the same type with reference to the Terms and Conditions, the Agency shall notify the Client of the change to the Terms and Conditions no later than 15 days before the effective date of the new Terms and Conditions if the intended change affects the rights and obligations of the Client. In that case, the Client is entitled to terminate the Contract/Order with 30 days’ notice from the date of delivery of the notice to the Agency. The notice must be delivered to the Agency no later than the day before the effective date of the change. Until the expiry of the notice period, these Terms and Conditions shall apply in their original version. In the event that the Client does not terminate the Contract within the specified period of time, the Client shall be deemed to have agreed to the change.
If the Client is an obliged entity under the Act on the Register of Contracts, the Parties agree that all the requirements arising from the Act on the Register of Contracts (including submitting the Contract to the Register) shall be fulfilled by the Client at its own expense.
The Agency reserves the right not to provide the Services in the event of force majeure (e.g., war, strike, lockout, terrorist attacks, cyber attacks, acts of nature, fire, pandemic, etc.), operational emergencies or other circumstances that have occurred independently of the Agency’s will, could not have been reasonably foreseen and the Agency cannot reasonably be required to remove the obstacle or its consequences in a timely manner. In such cases, the Parties shall resume negotiations on the Contract/Order. If the Parties do not reach agreement, the Agency has the right to withdraw from the Contract without any obligation to compensate the Client for any damage, including non-pecuniary loss. The Client has the right to a refund of the agreed price for the Services; the Agency has the right to charge the price for the costs already incurred in the provision of the Services.