1) Preamble
1.1       Montessori Institute Prague is a Czech educational institution focused on providing training and certification for teachers, parents and others interested in Montessori pedagogy.
1.2       The Montessori Institute Prague hereby issues the present GTC, which establish a general framework of the rights and obligations of the Parties in the provision of Services.

2) Definitions

Amendment
means an amendment to the Agreement concluded in accordance with the contracting process agreed in the Agreement
Person Concerned
means any employee of the Montessori Institute Prague who is or has been involved in the provision of Services to the Client
GDPR
means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)
Client
means a person who is referred to in the Agreement as the Provider’s client
Civil Code
means Act No. 89/2012 Coll., the Civil Code, as amended
Fee
means the Provider’s fee for the provision of the Service and also for any other pecuniary performances associated with the provision of the Services that do not include Purposefully Expended Costs and are agreed by the Parties in the Agreement; depending on the nature of the Services provided, the fee may be determined as a fixed amount or flat-rate fee, estimated based on the time required and hourly rates, or based on the actual time required and hourly rates.
Provider
means Montessori Institute Prague s.r.o., Company ID: 254 34 110, having its registered office at Pod radnicí 152/3, Košíře, 150 00 Prague 5, registered in the Commercial Register kept by the Prague Municipal Court under file no. C 103433
Services
mean services provided under the Agreement by Montessori Institute Prague
Agreement
means an agreement entered by Montessori Institute Prague as the Service Provider and the Client as the recipient of the Service, as amended, the contents of which are also specified in these GTC and, if applicable, other terms and conditions to which the Agreement or its Amendment refers to
Party
jointly refers to the Client and the Provider; the term “Party” in singular means any of the Parties to the Agreement
Purposefully Expended Costs
means the costs incurred by the Provider in connection with the provision of the Services, including, but not limited to, travel and accommodation costs, costs of international telephone calls, courier services, postage, translation services and interpreting, court, administrative or other similar fees, any other out-of-pocket expenses and other similar expenses
GTC
means these General Terms and Conditions of the Montessori Institute Prague, which form an integral part of the Agreement as its Annex 1
NSIS Act
means Act No. 480/2004 Coll., on certain services of the information society and on amendment to certain laws, as amended

3) Agreement

3.1       The Agreement is always made in writing unless the Parties agree otherwise.
3.2       For the purposes of the contracting process, the Agreement is deemed concluded:
3.2.1       if the Agreement is executed in writing and signed by both Parties;
3.2.2       if the Agreement is executed in electronic form and signed by both Parties by means of qualified electronic signatures;
3.2.3       if the Agreement is concluded by e-mail communication between the Parties, provided that the offer to enter into the Agreement sent from the contact email address of the offering Party is subsequently expressly accepted by an email sent from the contact address of the receiving Party, where the email messages containing the offer and acceptance must bear guaranteed electronic signatures;
3.2.4       if the Agreement is concluded by means of electronic communication between the Parties, provided that the offer to enter into the Agreement sent from the data box of the offering Party is subsequently expressly accepted by a message sent from the data box of the receiving Party.
3.3       Any changes to the draft Agreement made during the contracting process will be considered a new draft Agreement. These GTC disapply Section 1740 (3) of the Civil Code.
3.4       By signing the Agreement, the Client represents that it has properly acquainted itself with the GTC prior to execution of the Agreement.
3.5       The Agreement may be modified or supplemented only based on mutual agreement of the Parties in the form of written amendments.
3.6       Unless the Agreement stipulates otherwise, these GTC will apply, provided that the Agreement will always prevail over the GTC.

4) General Information on the Services
4.1       The Provider provides the Services dutifully, independently, in a professional manner and in the Client’s interest, while respecting the legal regulations.
4.2       The specific scope of the Services provided is always defined in the Agreement.
4.3       The Client acknowledges that each part of the Services is intended only for the Client’s internal use, including use by its governing bodies and management.
4.4       The Service or any part thereof provided by the Provider to the Client in any form other than in writing, as well as any information communicated orally, interim and preliminary outputs or draft outputs, are of a non-binding nature and the Provider is not liable for their correctness and completeness.
4.5       Unless expressly agreed otherwise, the Services will be based on the factual and legal situation existing at the time of their provision. The Provider does not provide regular updates of the provided advice or outputs in view of changes in legislation, case law or interpretative opinions that occur after the date of provision of the Services.

5) Fee for the Services and Its Payment
5.1       The Client is obliged to pay to the Provider, properly and in due time, the Fee for the provision of the Services and reimbursement of Purposefully Expended Costs including value added tax at the applicable statutory rate.
5.2       The Provider reserves the right to modify (decrease or increase) the amount of the Fee set out in the Agreement as a flat-rate fee or estimated fee if such Fee differs from the Fee recalculated based on the actual time required for the Service by more than 10%. The Provider is obliged to notify the Client of this fact without delay in writing, where the change in the Fee will become effective not later than on the date of delivery of such notice to the Client. At the Client’s request, the Provider is obliged to clarify the reasons for the unilateral change in the Fee within the meaning of this paragraph. If the Client disagrees with the change in the Fee, the Client may reject it and terminate the obligation established by the Agreement for that reason pursuant to Para. 10.3 of these GTC.
5.3       In the case of regular and long-term provision of the Services where the Client pays the Fee in instalments, the Provider may include any deviations from the agreed Fee that, in aggregate for the entire period of provision of the Services, or, if applicable, based on the agreement of the Parties, for one (1) calendar year or a shorter period of time, exceed 10% of the agreed Fee, in an invoice – tax receipt issued by the Provider at the end of the relevant period unless the Agreement stipulates otherwise.
5.4       The Provider reserves the right to adjust the amount of reimbursement for Purposefully Expended Costs estimated in the Agreement if it does not correspond to Purposefully Expended Costs actually incurred by the Provider during the provision of the Services. The Provider is obliged to inform the Client of the newly estimated amount of Purposefully Expended Costs; in such a case, at the Provider’s request, the Client is obliged to pay the amount of these costs in advance.
5.5       In the case of provision of the Services for a period exceeding one (1) year, the Provider may increase the Fee due to inflation to the extent of the percentage change in the inflation rate expressed as the increase in the average annual consumer price index published by the Czech Statistical Office for the previous calendar year by a notice sent to the Client not later than by 31 March of the following year, with retroactive effect as of 1 January of the same year unless the notice stipulates a later effective date.
5.6       Unless the Agreement stipulates otherwise, the Client’s pecuniary obligations towards the Provider are payable on the basis of an invoice – tax receipt within fourteen (14) days of its issue into the Provider’s bank account. Invoices will be sent to the Client by email to the relevant contact email address specified in the Agreement. The time of crediting the payment to the Provider’s bank account will always be deemed the time of payment of all the financial obligations under the Agreement.
5.7       The Client is obliged to notify the Provider of any objections to the invoices issued by the Provider (including objections concerning the amount of the pecuniary performances invoiced) in writing including the grounds for the objection within ten (10) days of the issue of the invoice. The Client is obliged to pay the undisputed amounts properly by the due date of the given invoice. After expiry of the period pursuant to this paragraph, the amount of the pecuniary performances invoiced will be considered undisputed.
5.8       The Provider may request from the Client an advance on the payment of the performance pursuant to Para. 5.1 of these GTC at any time before the commencement or during the provision of the Services. The Provider is obliged to refund the unused advance to the Client within thirty (30) days of the date of termination of the Agreement.
5.9       The Provider may set off the Client’s debts against advances and any other pecuniary performances received from the Client or any other person on behalf of the Client, in the following order:
5.9.1       compensation for damage; if there is more than one such obligation, then in the order from the one that is due first to the one that is due last;
5.9.2       contractual penalty; if there is more than one such obligation, then in the order from the one that is due first to the one that is due last;
5.9.3       default interest; if there is more than one such obligation, then in the order from the one that is due first to the one that is due last;
5.9.4       Fee, Purposefully Expended Costs or other fees under the Agreement; if there is more than one such obligation, then in the order from the one that is due first to the one that is due last;
5.10     Any unilateral set-off by the Client is excluded.

6) Basic Rights and Obligations of the Provider
6.1       The Provider may change any deadlines and time limits stipulated by the Agreement only with the Client’s prior written consent.
6.2       The Provider may authorise a third party to provide the Services.
6.3       The Provider is obliged to advise the Client that a certain instruction or request of the Client is unsuitable or at variance with the legal regulations or good morals. If the Client insists on the inappropriate instruction or request, the Provider may disregard such an instruction or request within the provision of the Services or terminate the Agreement pursuant to Art. 10 of these GTC. The Provider may also derogate from the Client’s instruction, if this is necessary in the Client’s interest and, at the same time, if the Provider cannot obtain the Client’s consent in time.
6.4       If the Client is in delay with the performance of any of its obligations under the Agreement, GTC and legal regulations or with giving an instruction, or if the Client misleads the Provider, which affects timely performance of the obligations and duties following from the Agreement, the Provider is not deemed to be in delay with the provision of the Services. The Client’s obligation under Para. 5.1 of these GTC is not affected by the Client’s delay. If any situation pursuant to the first sentence of this paragraph arises, the Provider may immediately suspend the provision of the Services, which the Client hereby acknowledges and agrees that any and all damage (tangible and intangible damage) caused by such suspension of the Services will be borne exclusively by the Provider unless the Agreement or legal regulations stipulate otherwise.
6.5       The contractual relationship between the Provider and the Client in no way restricts the Provider in the provision of an identical or similar performance to persons who are competitors or in some other similar position in relation to the Client.

7) Basic Rights and Obligations of the Client
7.1       The Client may give instructions to the Provider in connection with the provision of the Services only in writing.
7.2       The Client is liable for the performance of all notification, registration and other obligations vis-à-vis public authorities.
7.3       The Client is obliged to provide the Provider with the necessary co-operation for the purpose of provision of the Services; in particular, the Client is obliged to provide, without delay, all information and documents available to the Client that are necessary for proper provision of the Services or which have been requested by the Provider. This also applies to the power of attorney granted to the Provider for formal filing of the outputs of the Services on behalf of the Client or for other acts, if the Agreement so provides or if the nature of the Service so requires. The Client agrees that all information provided by the Client is and will be accurate, true and complete.
7.4       In order to ensure proper provision of the Services by the Provider, the Client is obliged to ensure the necessary co-operation of its employees. The Client is responsible for ensuring that these employees have sufficient knowledge of the subject matter to co-operate with the Provider. If the Client provides information through third parties or otherwise uses them and if their activities may affect the Provider’s activities in the provision of the Services, the Client is liable for the acts of these third parties and the quality and availability of their work.
7.5       The Client is obliged to notify the Provider without undue delay of any and all changes in facts and underlying documents used or relevant for the provision of the Service, as well as any details set out in the Agreement, in the form agreed in Art. 16 of these GTC.
7.6       The Provider is not obliged to verify any information provided by the Client, however, the Provider may notify the Client of formal shortcomings and incompleteness of the underlying documents it received; the Provider may return such underlying documents for supplementation or correction unprocessed.
7.7       If the Provider provides the Services or a part thereof on the Client’s premises, the Client is obliged to provide the Provider’s employees with adequate office spaces, including equipment, i.e. especially administrative services and access to a telephone and computer equipment. For these purposes, the Client is obliged to obtain the consent of third parties necessary for the Provider and its employees to be able to use the software or other internal information resources or property of third parties.
7.8       If the Client has any objections to the Service delivered or any part or outputs thereof, the Client may claim any defects within five (5) business days of their delivery. After expiry of this period, the Service delivered or any part thereof will be deemed provided properly and in due time.

8) Liability for Damage
8.1       If any of the Parties is unable to fulfil its obligations under the Agreement as a result of any extraordinary, unforeseeable and insurmountable obstacle arising independently of its will (e.g. natural disaster or a state of war), such Party will not be deemed to be in breach of its contractual obligations and will not be held liable by the other Party. If any of the Parties is prevented from performing its obligations due to an event of force majeure, it shall notify the other Party of this fact without undue delay and the other Party may suspend the performance of the Agreement or withdraw from the Agreement, where the withdrawal becomes effective upon delivery.
8.2       The Provider is not responsible for the performance of statutory, contractual, non-contractual or any other obligations of the Client and is not liable for any damage caused by the provision of the Services on the basis of untrue, incomplete and/or distorted or misleading information and underlying documents provided by the Client or for any damage caused by the Client’s delay in the performance of any of its obligations whether the damage incurred by the Client or any other person, unless the Agreement or legal regulations stipulate otherwise.
8.3       The Provider is liable for any damage incurred by the Client in connection with the provision of the Services to the full extent only if the damage is caused intentionally or due to gross negligence of the Provider. If the damage is caused to the Client by the Provider other than intentionally or due to gross negligence, then the Provider is liable for damage up to a maximum of twice the amount of the Fee.

9) Contractual Penalties
9.1       The Parties agree on a contractual penalty for breach of the obligation stipulated in Para. 5.1 of these GTC in the amount of 0.05% of the outstanding amount for each day of delay.
9.2       The agreement on contractual penalties is without prejudice to the right of the Parties to claim full compensation for damage caused by breach of the obligation to which the given contractual penalty applies, in addition to the contractual penalty.
9.3       The contractual penalty will be payable within five (5) days of delivery to the Client of a request for its payment into the Provider’s bank account specified in the Agreement.

10) Term of the Agreement
10.1     Unless the Agreement stipulates otherwise, the Agreement is entered into for a fixed term. The Parties agree that the Agreement entered into for a fixed term will be automatically extended by the period for which the Agreement was originally agreed, unless any of the Parties disagrees with such extension not later than two (2) weeks before expiry of the term of the Agreement.
10.2     The Agreement may be terminated by written agreement of the Parties, by notice of termination or by notice of withdrawal of one of the Parties under the terms and conditions stipulated in the Agreement, and for other reasons enabling the Provider to terminate the Agreement on the basis of legal regulations.
10.3     Each of the Parties may terminate the Agreement at any time by a written notice, even without stating a reason. Unless the Agreement, or GTC stipulate otherwise, the notice period is one (1) month and will commence on the first day of the calendar month immediately following the calendar month in which the notice of termination was delivered to the other Party.
10.4     The Provider may withdraw from the Agreement if
10.4.1     the Client is in delay with payment of any pecuniary obligation towards the Provider for a period exceeding thirty (30) days and, despite a written notice, the Client’s obligation towards the Provider is not immediately performed;
10.4.2     the Client has, without a serious reason for doing so, failed to provide an appropriate advance on the Fee and Purposefully Expended Costs and if the Client is in delay with the performance of this obligation for a period exceeding fifteen (15) days and, despite a written notice, the Client’s obligation towards the Provider is not immediately performed;
10.4.3     the Client enters into liquidation or insolvency proceedings are initiated against the Client;
10.4.4     the Client refuses to provide the Provider with the necessary co-operation or fails to provide it properly even upon an additional notice;
10.4.5     the trust between the Provider and the Client has been undermined for any other reason;
10.4.6     it is found that the Client’s interests are in direct conflict with the interests of the Provider; or
10.4.7     some other reason envisaged by the Agreement occurs.
10.5     In cases stipulated in the preceding paragraph, the Agreement will be terminated ex nunc upon delivery of the notice of withdrawal to the Client.
10.6     In the event of termination of the Agreement for any reason, the Provider is entitled to payment of the Fee in a reasonable amount corresponding to the work performed for the purpose of delivery of the Service on the effective date of termination of the Agreement. Furthermore, in the case described in the previous sentence, the Provider is entitled to reimbursement of Purposefully Expended Costs incurred by the Provider until such effective termination of the Agreement. If the Provider performs the necessary activities and acts for the Client even after termination of the Agreement within the scope required for proper protection of the Client’s rights or prevention of harm incurred by the Client, the Provider is also entitled to the Fee and reimbursement of Purposefully Expended Costs for the thus-performed activities and acts in relation to the Client.

11) Consent to Receive Marketing Communications
11.1           By signing the Agreement, the Client agrees, in accordance with Section 7 (2) of the NSIS Act, that the Provider may send commercial communication and promotional and marketing materials to the Client’s email address. Each commercial communication will include the option to refuse subsequent mailings.

12) Intellectual Property Rights
12.1     If the Provider creates any tangible or intangible output in connection with the Agreement, this output, including draft versions, remains the property of the Provider. The outputs of the Services serve exclusively for the needs of the Clients for whom they are intended and only for the purposes for which they were prepared.
12.2     The Client may make copies of the output of the Services, but only for its own needs. Copying, distribution or provision of information to third parties is prohibited without the Provider’s express consent; this applies even after termination of the Agreement.
12.3     The provisions of this article do not apply to information and underlying documents provided by the Client that remain in the Client’s ownership.

13) Personal Data
13.1     The Parties acknowledge that personal data provided by the Client, its representatives or employees will be processed by the Provider as the personal data controller in accordance with the legal regulations applicable in the area of personal data for the following purposes:
A)     conclusion and performance of the Agreement
B)     ensuring compliance with the applicable legal and regulatory requirements
C)    resolving requests or communication with the competent authorities
D)    administration and archiving of contracts and keeping records
E)     ensuring traceability and defence of the Provider’s legal claims.
13.2     If the Provider processes personal data for the Client as the processor, the Parties agree to enter into a data processing agreement.
13.3     The Client and/or its representative as data subjects declare that all the data provided are true, complete and accurate and are provided voluntarily and that they are aware of their rights under the GDPR.
13.4     If the Client provides the Provider with any information and underlying documents that may contain personal data of any third party, the Client declares that it is authorised to disclose such data to the Provider and that these data have been processed and provided in accordance with the law, and that the Client informed the data subject on behalf of the Provider using the procedure pursuant to Art. 14 of the GDPR.
13.5     The personal data provided by the Client are processed and archived by the Provider for a period of up to 1 year following the expiry of the applicable limitation periods necessary to protect the rights of the Provider or for the period required by law, otherwise for 1 year following the date of termination of the last Contract with the Client.
13.6     Art. 13 of these GTC is only a brief summary of Information on Personal Data Processing for Clients and Suppliers, available in full at: [https://amiprague.cz/privacy-policy/]

14) Confidentiality
14.1     Without prior written consent of the other Party, neither of the Parties may publish, disclose, provide or make available to a third party any information on the other Party, including, but not limited to, information having the nature of business secrets, information on the contents of the Agreement, as well as the contents of any documents or data provided or made available in connection with the Agreement. This confidentiality obligation will survive the termination of the Agreement.
14.2     It does not constitute a breach of the confidentiality obligation to make available, disclose, provide or publish information that
14.2.1     is publicly accessible or generally known;
14.2.2     the Party to which the information pertains publishes on itself;
14.2.3     is made available or provided in the performance of duties following from legal regulations or the Agreement; or
14.2.4     is disclosed or provided to legal, accounting, economic or other advisors and employees of the Provider; neither of the Parties may waive its legal counsel or any advisor of the confidentiality obligation without prior written consent of the other Party.
14.3     For the purposes of marketing, publishing, internal communication or sale of the services provided, the Montessori Institute Prague may use the Client and the type of the Service provided as a reference, i.e. specify the Client’s name and surname / business name, general nature or category of Services and information that has become publicly accessible in due manner.
14.4     In the case of legitimate disclosure, provision or publication of information, the disclosing Party is obliged to minimise any interference with the legitimate interests of the Party to which the information pertains.

15) Governing Law and Jurisdiction
15.1     The Parties agree that all legal relationships established by this Agreement will be governed by the laws of the Czech Republic.
15.2     Any disputes arising out of or in connection with this Agreement that cannot be resolved primarily in amicable manner will be resolved by the common courts of the Czech Republic, specifically by the District Court for Prague 8 in cases where district courts have jurisdiction, and by the Municipal Court in Prague in cases where regional courts have jurisdiction.

16) Communication and Delivery of Documents
16.1     The Parties will communicate with each other by telephone or in writing, especially by email and data messages. Only instructions or information disclosed to the other Party from telephone numbers, email or data addresses listed exhaustively in the Agreement are considered binding.
16.2     Unless stipulated otherwise, legal acts establishing, amending or terminating legal relationships between the Parties hereunder may only be made
a)     by attaching the signature of the Client / Client’s representative to the original counterpart of the relevant document and delivering this counterpart to the sphere of control of the Provider;
b)     by attaching a qualified electronic signature of the Client / Client’s representative to the document and sending the document from the email address of the Client’s contact person to the email address of the Provider’s contact person;
c)     by attaching a guaranteed electronic signature of the Client / Client’s representative to the email sent from the email address of the Client’s contact person to the email address of the Provider’s contact person;
d)     by sending it from the Client’s data box.

17) Final Provisions
17.1     The Parties expressly agree that the rights and obligations following from the Agreement will also be legally binding on the legal successors of the Parties.
17.2     These GTC are executed in Czech and English. In the event of any discrepancy between the language versions, the Czech language version shall at all times prevail.
17.3     These GTC are valid and effective as of 1. 10. 2024. This version of the GTC fully supersedes any previous versions.
17.4     If any provision of the GTC is or becomes invalid, ineffective or unenforceable, the statutory provision whose meaning best corresponds to the sense of the original provision of the GTC will apply. Invalidity, ineffectiveness or unenforceability of a provision is without prejudice to the validity of the other provisions.
17.5     The Provider may amend or supplement the wording of the GTC. The Provider is obliged to notify the Client of any amendment to the GTC at least fourteen (14) days before the amendment becomes effective. The Client may reject the amendment within ten (10) days of receipt of the notice of amendment to the GTC and terminate the Agreement pursuant to Para. 10.3 of these GTC in writing for this reason. If the Client does not terminate the Agreement within the set deadline, it is deemed that the Client agrees with the amendment to the GTC.

Montessori Institute Prague, s.r.o.