I. Introductory provisions

1. These terms and conditions (hereinafter the “Terms”) apply to contractual relationships arising from a contract for work or an innominate contract (hereinafter the “Contract”) concluded pursuant to Section 2586 or Section 1746(2) of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter the “Civil Code”).
2. The Client is RadioMedic s.r.o., Company ID No.: 28389638, VAT ID No.: CZ28389638, with its registered office at Řež 289, 250 68 Husinec, registered in the Commercial Register kept by the Municipal Court in Prague, Section C, File 138104 (hereinafter the “Client”).
3. The Supplier is the person named as the contractor of the work or the supplier of the performance in the Contract (hereinafter the “Supplier”).
4. The Client and the Supplier are hereinafter also referred to in the Terms as the “Parties”.
5. The Terms form part of the Contract. Diverging arrangements in the Contract take precedence over the wording of the Terms.

II. Subject of performance

1. The Supplier is obliged to provide the performance specified in the Contract at its own cost and risk, with professional care and in accordance with the Client's instructions, in the scope and quality and on the other terms specified by the Contract.
2. The performance includes (according to the specification set out in the Contract, or according to the nature of the performance), in particular:
   1. the making of the work or the provision of other performance;
   2. transport to the place of performance;
   3. demonstration of functions and training of operating personnel;
   4. the handover of all documents needed for taking over and using the performance, documents proving the quality parameters of the performance, and documents relating to the performance within the meaning of the legislation; and further
   5. the licence needed to use the performance, in particular consent to the use of an invention, utility model or industrial design, consent to the use of a copyright work or the use of know-how (to the extent agreed in the Contract).

III. Price

1. The price for providing the performance is set out in the Contract.
2. The price includes all costs of the Supplier necessary for the proper and timely performance, including the costs of the activities set out in clause 2.2 of the Terms.
3. The price of the performance may be changed only if the Parties agree on a change in the scope or quality of the performance. A change of price requires the conclusion of an amendment to the Contract.

IV. Payment terms

1. The Client does not provide the Supplier with an advance payment, unless expressly agreed otherwise.
2. The Supplier is entitled to issue a tax document for the price only once the proper provision of the performance has been confirmed pursuant to clauses 5.3 and 5.4 of the Terms; the protocol must be an annex to the tax document.
3. Unless the due date is stated in the Contract, the price is payable forty-five (45) calendar days from the date of delivery of the invoice to the Client. A monetary obligation is deemed fulfilled at the moment the relevant amount is debited from the Client's account in favour of the Supplier's account.
4. The tax document must have the particulars laid down by the relevant legislation. If the tax document does not have the required particulars, the Client is entitled, within the payment period, to return the tax document to the Supplier stating the defects of the tax document. On delivery of a new tax document to the Client, a new payment period begins to run.
5. Payments will be made by non-cash transfer to the Supplier's bank account stated in the Contract. This bank account of the Supplier must be a bank account maintained with a domestic payment services provider and published in a manner allowing remote access pursuant to Section 96(2) of Act No. 235/2004 Coll., on value added tax, as amended (hereinafter the “VAT Act”). The Parties have agreed that a change of the Supplier's bank details and account number may be made only by a written amendment to the Contract or by a written notice demonstrably delivered by the Supplier to the Client no later than together with the relevant invoice.
6. If, pursuant to Section 109 of the VAT Act, the Client as the recipient of the performance is to be liable for unpaid tax on this performance, the Client is entitled to pay the VAT on behalf of the Supplier directly to the Supplier's tax administrator for the purpose of the special method of securing tax pursuant to Section 109a of the VAT Act. The Client shall inform the Supplier in writing of the payment made. Tax paid in this way reduces the Supplier's receivable from the Client by the relevant amount of tax, and the Supplier is thus not entitled to claim payment of this amount from the Client.
7. The Client is entitled to set off any of its receivables which it has against the Supplier, even without the Supplier's consent. The Supplier is entitled to set off any of its receivables which it has against the Client only with the prior written consent of the Client.

V. Place and time of performance

1. The place of performance is the address of the Client's registered office, unless the Contract provides otherwise. The performance deadline is set out in the Contract.
2. Except in cases where the subject of the performance (repairs, maintenance, modifications) is an item owned by the Client, the risk of damage to the subject of the performance and title to it pass to the Client at the moment the performance is duly handed over to the Client.
3. A protocol signed by the Parties will be drawn up on the handover, in which they will confirm whether the performance was duly provided and all activities forming part of the performance pursuant to clause 2.2 of the Terms were carried out, or whether the performance contains defects. If defects of the performance are found on handover, the Supplier is obliged to remedy the defects within fifteen (15) calendar days, unless the Parties agree a different period in the protocol (the period must be stated in the protocol). The Client is not obliged to take over defective performance.
4. The performance is deemed duly completed only at the moment a protocol is drawn up confirming that the performance and all parts of the performance pursuant to clause 2.2 of the Terms were provided without defects.
5. The performance may also be handed over in parts, if the nature of the performance allows this and if the Parties so agree. The provisions on handover and takeover apply mutatis mutandis to the handover of the performance in parts.

VI. Quality guarantee

1. The Supplier provides the Client with a quality guarantee for a period of twenty-four (24) months from the date of handover of the performance without defects (clause 5.4 of the Terms), unless agreed otherwise.
2. In a written complaint, the Client shall state how the defect manifests itself and how it requires the complaint to be settled. The Supplier is obliged to remedy the defect without undue delay from its notification, but no later than within fifteen (15) calendar days from the notification of the defect, unless, given the extent and nature of the defect, a different period is agreed between the Parties.
3. If the Supplier is in delay with remedying a defect of the performance, the Client is entitled to remedy the defect itself or through a third party and to charge the costs incurred to the Supplier, without thereby limiting any rights granted to it by the Contract.
4. From the notification of the complained-of defect to the Supplier until the proper remedying of the defect, the guarantee period does not run. For those parts of the performance which, as a result of the Client's justified complaint, were replaced or repaired by the Supplier, a new guarantee period of the length pursuant to clause 6.1 of the Terms runs from the day the defect is remedied.
5. If the entire price has not been paid by the time the complaint is made, the Client is not obliged to pay the price or a part thereof until the complaint is resolved.

VII. Confidential information

1. The Parties acknowledge that, in performing the Contract, they may become acquainted with information that is considered confidential by the Parties (hereinafter “Confidential Information”).
2. For the purposes of the Contract, Confidential Information means all information, facts, data, materials or documents of any nature, whether in written, oral, electronic, visual or other form, which the Parties make available to each other in connection with the performance of the Contract and which:
   1. are marked as confidential, secret or in a similar manner; or
   2. can reasonably be considered confidential given their nature or the circumstances of their disclosure, even if they are not expressly so marked.
3. Confidential Information includes, in particular (but not exclusively), information of a commercial, financial, technical, production, organisational, personnel, legal or other nature, trade secrets, methodologies, processes and know-how, whether or not related to the integration of AI into products, services or internal processes, technological procedures, contracts, personal data, data and information about business strategies, pricing and contractual relationships concerning the provision or use of AI, or information about the use or modification of third-party models where they contain or process a Party's confidential data, and further all other facts in respect of which the Party's interest in their protection is evident. This information is considered confidential until the Parties confirm the opposite in writing.
4. The Parties undertake to maintain confidentiality regarding the Confidential Information of the other Party. All Confidential Information is of a confidential nature, even in cases where it cannot otherwise be considered a trade secret within the meaning of Section 504 of the Civil Code.
5. The Parties undertake not to further disseminate or reproduce the Confidential Information and not to make it available to a third party. The Parties further undertake not to use the Confidential Information contrary to its purpose or the purpose of its provision, for their own needs or for the benefit of third parties.
6. Providing Confidential Information to a third party used for the performance of the Contract is possible provided that the Party whose Confidential Information is concerned approves its provision to the given third party in writing in advance. At the same time, the Party providing the Confidential Information to a third party must bind that third party to confidentiality to the same extent as it is itself bound under the Contract; the provision of Confidential Information to a third party is possible only to the extent strictly necessary for the purposes of performing the Contract.
7. The Parties undertake to ensure that no leakage, publication or dissemination of the other Party's Confidential Information occurs, and to protect the secrecy of the Confidential Information. The Parties are obliged to make the maximum effort that can fairly be required of them so that the secrecy of the other Party's Confidential Information is consistently observed by its employees and by persons whom it may, in accordance with clause 7.6 of the Terms, engage under the Contract.
8. The obligation to comply with the provisions of Article VII of the Terms does not apply to Confidential Information which:
   1. is publicly available at the time of its provision, or which becomes available to the public after its provision without a breach of the Contract;
   2. the recipient of the Confidential Information is obliged to provide under the legislation or on the basis of a decision of a court or a competent public administration authority, provided that the recipient of the Confidential Information, immediately after this legal obligation arises, notifies the other Party of this fact (unless prevented from doing so by applicable legislation or a decision of a court or competent public administration authority) and takes such measures in respect of the disclosed Confidential Information as to ensure its secrecy to the maximum extent permissible under the given legislation or decision of a court or public administration authority;
   3. will be disclosed to the public on the basis of a prior written agreement of the Parties.
9. The provision of information under this Contract does not establish any right to a licence, trademark, patent, right to use or disseminate a copyright work, or any other intellectual or industrial property right.
10. The arrangements of this Article remain in effect even in the event of termination of the Contract.

VIII. CFSI clause

1. The Client declares that it has in place a system that prevents the supply of counterfeit, fraudulent and suspect items (so-called CFSI – Counterfeit, Fraudulent, Suspect Items). A counterfeit, fraudulent and suspect item (hereinafter a “CFSI item”) is defined for the purposes of the Contract as an item whose origin, age, composition, configuration, certification status or other characteristic (including whether the material has previously been used) has been falsely stated in one of the following ways: a) misleading marking, labelling or packaging of the material; b) misleading documentation; and c) any other means, including non-disclosure of relevant information.
2. In the event that the Supplier, in connection with the provision of the performance, identifies a CFSI item in the supply chain, it undertakes to
   1. inform the Client of this fact without undue delay;
   2. immediately replace the CFSI item concerned with one that is not a CFSI item and at the same time fully complies with the terms of the Contract; and
   3. provide the Client with all cooperation needed to determine the causes of the occurrence of the CFSI item and to take adequate measures.

IX. Compliance clause

1. The Supplier undertakes to comply with valid and effective legislation, rules and modes of conduct that fully correspond to the Code of Ethics of the ČEZ Group and its policy of compliance with legal and ethical principles in business, including the Commitment to Ethical Conduct. The Supplier has familiarised itself with this Commitment to Ethical Conduct on the website www.cez.cz (in the section About the Company – For Suppliers, or by the direct link here: https://www.cez.cz/nextcez/cs/pro-dodavatele/zavazek-etickeho-chovani). By signing the Contract, the Supplier undertakes to comply with the Commitment to Ethical Conduct in the performance of the Contract and any other contract, including in relationships with third parties. At the same time, the Supplier undertakes, at the Client's request, to demonstrate compliance with the Commitment to Ethical Conduct.
2. The Parties have agreed that the Client is entitled, itself or through another person from the ČEZ Group, to check the fulfilment of the Supplier's obligations arising from the Commitment to Ethical Conduct (hereinafter the “audit”). The audit is carried out by an authorised person, who may be an employee of the ČEZ Group, or a person authorised by the ČEZ Group to carry out this audit (hereinafter the “auditor”). In carrying out its activity, the auditor is bound by confidentiality.
3. The aim of the audit is to verify the Supplier's ability to ensure compliance with the obligations arising from the Commitment to Ethical Conduct. The basic method of the audit is inquiry, usually carried out in the form of a compliance questionnaire; the extending method is assurance, usually in the form of targeted communication or the documentation of relevant facts. The follow-up method of the audit is external verification, usually in the form of personal meetings with employees and inspection of selected documents and records on the Supplier's premises (on-site check).
4. The Supplier is obliged to tolerate the audit and to provide the Client with the necessary cooperation to verify compliance with the Commitment to Ethical Conduct, i.e. in particular, within a reasonable period:
   1. to complete a compliance questionnaire on request and provide the materials referred to therein;
   2. to provide supplementary information or materials on request;
   3. to allow the Client to carry out external verification, including an on-site check.
5. The auditor is obliged to inform the Supplier in advance of the carrying out of the audit to the necessary extent, in the case of external verification at least three (3) working days in advance by means of a notice. In this notice, the auditor shall state which activities will be verified, to what extent, and what data is to be disclosed or provided.
6. If, in the course of the audit, the auditor finds a breach of the Commitment to Ethical Conduct on the part of the Supplier, the Client or another company of the ČEZ Group is entitled to notify the identified breaches in writing and call on the Supplier to remedy the identified breaches within a reasonable period. The Supplier is obliged to inform the Client of the remedying of the breach of the Commitment to Ethical Conduct, including by submitting the necessary documents. This is without prejudice to the Client's right to terminate the contractual relationship with the Supplier for a gross breach of the Commitment to Ethical Conduct pursuant to clause 9.8 of the Terms.
7. If the Supplier does not provide the Client with the necessary cooperation even after a repeated request, or provides false, incomplete or misleading information in the course of the audit (including the false completion of the compliance questionnaire), or if it does not remedy the identified breaches within the set period pursuant to clause 9.6 of the Terms, this constitutes a gross breach of the Commitment to Ethical Conduct.
8. In the event that the Supplier
   1. grossly breaches the Commitment to Ethical Conduct; or
   2. repeatedly breaches the Commitment to Ethical Conduct in a less serious manner;

   this constitutes a material breach of the Contract and the Client has the right to withdraw from the Contract as a whole, or possibly only from partial performance, to terminate the Contract by notice and/or to suspend the taking of supplies from the Supplier until the defective state is remedied.

9. The Parties have further agreed that:
   1. 9.1. The Supplier is obliged to ensure compliance with the Commitment to Ethical Conduct by its employees or sub-suppliers;
   2. 9.2. The Supplier is not obliged to comply with the requirements of the Commitment to Ethical Conduct if such compliance would cause a breach of a confidentiality obligation established under public-law regulations which the Supplier has towards third parties, or a breach of valid and effective public-law regulations; the Supplier is obliged to notify this fact to its direct contact at the ČEZ Group company;
   3. 9.3. The Supplier will keep records regarding its performance for the Client in the manner agreed in the Contract, otherwise in the manner usual for the Supplier, but at least in accordance with the requirements of the valid and effective legislation;
   4. 9.4. The Supplier will provide the auditors with reasonable access to records and information relating to the Supplier's performance for the Client for the purpose of verifying compliance with the Commitment to Ethical Conduct, but will not be forced to provide the Client or its auditors with unlimited physical access to its records or its network;
   5. 9.5. the provisions of the Commitment to Ethical Conduct concerning intellectual property, internal and confidential information and its protection or the return of materials of a confidential or internal nature do not apply to the extent that a diverging procedure is agreed in the Contract or in another contract;
   6. 9.6. the obligation to comply with legislation against money laundering and terrorist financing (AML), including regulations on the register of beneficial owners, applies to the Supplier to the extent of the valid and effective legislation to which the Supplier is subject.
10. By signing the Contract, the Supplier undertakes and declares that:
    1. 10.1. it duly and timely fulfils its obligations towards the state, in particular it duly and timely pays value added tax and submits value added tax returns properly, timely and in a demonstrable manner;
    2. 10.2. it is not in such an economic situation as a result of which its ability to duly and timely fulfil its obligations from business dealings and/or obligations towards the state, including tax obligations, would be endangered; and at the same time, given its economic, financial and business situation, there is no threat of a state in which it would lose the ability to duly pay its obligations from business dealings or towards the state, including tax obligations;
    3. 10.3. no insolvency proceedings have been commenced against it and there is no threat of the commencement of such proceedings, as it is not in a situation that could be qualified under the legislation as insolvency, nor is there a threat of such a situation arising in respect of it;
    4. 10.4. it has never been party to, and there is no threat that it will ever in the future be party to, the reduction of tax obligations, nor has it itself reduced its tax obligations, i.e. behaved contrary to the legislation, and further that it has never been party to the obtaining of a tax advantage by deception, and that it will never itself act in a manner that could at any time in the future be qualified as obtaining a tax advantage by deception or similar;
    5. 10.5. it will ensure that all its declarations and assurances given to the Client are valid and effective, true and complete throughout the duration of the contractual relationship;
    6. 10.6. on request, the Supplier will submit to the Client a certificate from the tax administrator that it has no overdue tax obligations;
    7. 10.7. the Supplier will, without delay, at the latest within three (3) working days from the day it learns and/or could, by exercising due care, learn, inform the Client in writing and demonstrably that any change has occurred in the declarations defined in clauses 9.10.1 to 9.10.6 of the Terms, including a precise definition of the change;
    8. 10.8. the Supplier acknowledges that if, in the course of performance, such a change occurs in respect of it which is notified, and/or a change occurs which is not notified but the Client is able to prove that such a change occurred, etc., this constitutes a material breach of the Contract and the Client has the right to withdraw from the Contract as a whole, or possibly only from partial performance, to terminate the Contract by notice and/or to suspend the taking of supplies from the Supplier until the state is remedied.

X. ICS clause

1. If the Supplier, as a supplier or business partner, has gained access to the information or technical equipment of an ÚJV Group company, it undertakes, in accordance with this arrangement and the internal regulations of the ÚJV Group referred to below, to comply with the rules of information and cyber security (ICS) set by the Client in the document “Annex I – CYBEX Rules – supplier training” (hereinafter the “CYBEX Rules”), available here: https://www.ujv.cz/cs/o-spolecnosti/dokumenty-spolecnosti/povinne-dokumenty/, and in the next step under the link located there entitled Security requirements for suppliers with impacts on information and cyber security, and it is responsible for compliance with obligations in the area of ICS by all persons who participate in the subject of the performance in the name of, or on the responsibility or account of, the Supplier. A breach of obligations or rules in the area of ICS may be assessed by the Client as a breach of contractual obligations with the drawing of the relevant consequences, including termination of the contractual relationship with the Supplier.
2. If the subject of the performance is the provision of consulting and advisory activities, the Supplier undertakes to ensure that the persons participating in the subject of the performance demonstrably familiarise themselves with the CYBEX Rules and the document entitled “Annex J – Security requirements for providers of consulting and advisory activities”, available here: https://www.ujv.cz/cs/o-spolecnosti/dokumenty-spolecnosti/povinne-dokumenty/, and in the next step under the link located there entitled Security requirements for suppliers with impacts on information and cyber security.

XI. Safety on the premises

1. If the Supplier carries out the performance or part of it on the Client's premises at the address of its registered office, it is obliged to comply with the provisions of the following electronic annexes to the Terms – internal regulations of the ÚJV Group:
   1. SM 028 Emergency preparedness
   2. SM 024 Fire protection
   3. SM 011 Operational safety of technical equipment
   4. RAD 006 Operating rules of the premises of ÚJV Řež, a.s.
   5. PRO 098 Sewerage rules
   6. PI 057 Incident management plan
   7. PI 056 Building rules of the facility
   8. PI 052 Flood plan of the ÚJV premises
   9. PI 040 Ensuring the safety of the transport of dangerous material
   10. PI 016 Internal emergency plan
   11. SM 009 Physical protection
   12. BOPR
   13. Conditions and regime measures for carrying out construction on the premises of ÚJV Řež, a. s.
   14. Land occupation

   These internal regulations are located at: https://www.ujv.cz/cs/o-spolecnosti/dokumenty-spolecnosti in the section “Information for tenants of the ÚJV premises”. Contractual penalties for breach of obligations arising from the internal regulations referred to in this clause are set out in the annex referred to under letter m). In the event of a breach of obligations arising from these internal regulations for which no sanction is set out under the previous sentence, the contractual penalty is CZK 5,000 for each individual breach.

   The Supplier is responsible for compliance with occupational health and safety by all its employees and by all sub-suppliers, and the Client has the right to check this at any time.

XII. Contractual penalties, compensation for damage, withdrawal

1. If the Supplier fails to duly meet the performance deadline, it shall pay the Client a contractual penalty of 0.5 % of the price excluding VAT for each day of delay, even if only commenced.
2. If the Supplier fails to remedy defects within the set period (pursuant to clause 5.3 or 6.2 of the Terms), it shall pay the Client a contractual penalty of 0.5 % of the price excluding VAT for each day of delay, even if only commenced, and for each defect with the remedying of which the Supplier is in delay.
3. The arrangement on a contractual penalty is without prejudice to the Client's right to compensation for damage arising from the breach of the obligation to which the contractual penalty relates. Compensation for damage is governed by the provisions of Section 2894 et seq. of the Civil Code. The Parties hereby expressly agree on the obligation to compensate non-pecuniary harm (e.g. damage to good reputation).
4. A contractual penalty is payable fifteen (15) calendar days from delivery of its statement to the other Party.
5. The Parties are entitled to withdraw from this Contract in accordance with the relevant provisions of the Civil Code. The Parties consider the following, in particular, to be a material breach of this Contract:
   1. delay of the Supplier in providing the performance by more than ten (10) working days;
   2. repeated occurrence (i.e. at least twice) of the same defect, or a case where the performance has several defects at once;
   3. delay of the Supplier in remedying a defect of the performance by more than ten (10) working days;
   4. breach of the obligation to protect Confidential Information set out in Article VII of the Terms;
   5. breach of the obligations under clause 8.2 of the Terms.
6. The Supplier undertakes to have in place liability insurance for damage caused by the Supplier to a third party, with the amount of the sum insured being at least CZK 1 million. The Supplier is obliged to demonstrate the conclusion of the insurance to the Client upon signing the Contract. The Supplier is obliged to maintain the insurance in effect throughout the provision of the performance and during the guarantee period. At the Client's request, the Supplier is obliged, within three (3) working days of the request, to demonstrate to the Client the existence of a valid insurance contract in the agreed scope. Failure to demonstrate the validity of the insurance contract within the set period is a material breach of the Contract and entitles the Client to withdraw from the Contract.

XIII. Final provisions

1. The Parties agree that the relationship under the Contract is governed by Czech law, in particular the Civil Code. All court disputes concerning the rights and obligations arising from the Contract will be resolved before the ordinary courts of the Czech Republic.
2. All disputes between the Parties arising from or related to the provisions of the Contract will always first be resolved amicably. If an amicable solution is not reached within a reasonable time, either Party will have the right to submit the disputed matter for a decision by a court.
3. If any provision of the Contract is considered invalid, ineffective or unenforceable, the Parties undertake to replace such invalid, ineffective or unenforceable arrangement with an arrangement whose content fulfils the intended purpose.
4. The rights of the Parties arising from the Contract may not be transferred or assigned to any third party without the express prior written consent of the other Party, with the exception of the sale or transfer of a business or part thereof. The provisions of this Contract are also binding on the legal successors of the Parties.
5. The Supplier assumes the risk of a change of circumstances pursuant to Section 1765 and Section 2620(2) of the Civil Code.
6. The Supplier is entitled to entrust a third party with providing the performance only with the prior written consent of the Client. Entrusting a third party with providing the performance without the prior written consent of the Client is a material breach of the Contract. The Supplier is responsible for the activity of a sub-supplier as if it were providing the performance itself.
7. The Contract may be supplemented or amended only in the form of written numbered amendments. A change of contact persons and contact details does not require an amendment to the Contract. The change is effective upon delivery of a written notice to the other Party.
8. The following annexes form an integral part of the Terms:

   The electronic annexes referred to in clauses 9.1, 10.1, 10.2 and 11.1 of the Terms