These General Terms of Use (the “GTU”) regulate rights and obligations among the service provider who operates the Duxio platform for sharing IT capacities through a website at www.duxio.com, and Duxio desktop and mobile application (the “Platform”) and you – the users who registered a user account with the Platform.

1. USER AND PROVIDER DEFINITION

1.1. The Provider means the company Wish-Platform s.r.o., ID No.: 06243711, with its seat at Kostelec u Křížků 205, 251 68 Kostelec u Křížků, the Czech Republic (the “Provider” or “we” or “us”). The Provider is registered with the Commercial Register maintained by the Municipal Court in Prafue under file no. C 278776.

1.2. The User means a person or entity that successfully applied for registration of a user account with the Platform (the “User” or “you”).

1.3. The Platform is intended for entrepreneurs supplying IT services and entrepreneurs and legal entities that are interested in purchasing IT services. The Platform is not intended for private persons – consumers.

2. AGREEMENT CONCLUSION AMONG PROVIDER AND USERS

2.1. You may apply for registration of a user account in the Platform at the website www.duxio.com.

2.2. The Provider will contact you to verify your eligibility for registration. The Provider reserves the right to refuse the application for registration for any reason.

2.3. The Agreement between you as the User and us as the Provider is concluded upon your acceptance of these GTU during your first login into your user account after we give you your login details. If you do not proceed with the first login or confirm these GTU, the Agreement will not be formed. By accepting these GTU, you confirm that you are entitled to represent the User when concluding this Agreement.

2.4. The terms of the Agreement between the Provider and the User are governed by these GTU.

3. USER ACCOUNT

3.1. The services provided by the Provider are accessible through the user account in the Platform. You may login into your user account at the website www.duxio.com or through the Duxio application.

3.2. The User may offer provision of its IT services (the “Supplier”) or offer to purchase IT services (the “Purchaser”) through the user account. The User may offer to provide and purchase IT services at the same time. Depending on whether you offer your services or offer to purchase services, you will be bound by the rules for Suppliers or Purchasers.

3.3. Any information filled by the User in the user account must be accurate and must genuinely represent the offer of service or purchase of service. Information provided by the Supplier about its skills and competences must be accurate. Inaccurate or misleading information violates these GTU and may lead to termination of the Agreement.

3.4. The User shall keep the login details confidential and protect them from misuse by third parties. The User is not entitled to let a third party use the user account.

4. PROVIDER’S SERVICES

4.1. The Platform provides space for offering provision and purchase of IT service capacity. The User may offer provision of their IT services or purchase of IT services from other Users through the user account.

4.2. The Provider’s service consists of arranging for Users the opportunity to enter into agreement between Suppliers and Purchasers:

4.2.1. Active offers for provision or purchase of IT services posted by Users are accessible at the Platform after login into the user account;

4.2.2. The Provider sends summary of User offers on regular basis to the email address that you have provided;

4.2.3. If a User indicates interest in an individual offer posted by another User, the Provider contacts both the Supplier and the Purchaser in order to confirm mutual interest;

4.2.4. In case both Users are interested in mutual connection, the Provider sends the Supplier an email with a request for confirmation; after Supplier’s confirmation the Provider discloses to the Supplier and the Purchaser contact details of the other User for the purpose of negotiating their mutual cooperation.

4.3. Given the nature of the Platform, the Provider provides service to both, the Supplier and the Purchaser, and therefore no User is entitled to request the Provider to provide the services on exclusive basis.

4.4. The Provider reserves the right to further develop the Platform, add, cancel or modify its functionalities and user interface, or otherwise modify the Platform.

4.5. The Provider does not bear any responsibility for temporary outages of the Platform that may have been caused especially by maintenance, update, or otherwise. In no case is the Provider responsible for outage caused by internet connection failure.

5. REMUNERATION

5.1. There is no charge for registration of a user account.

5.2. For arranging the opportunity to enter into an agreement between the Supplier and the Purchaser, the Supplier shall pay the Provider remuneration. The remuneration shall be calculated as commission based on the revenue from the business cooperation between the Supplier and the Purchaser for the period of six months, provided the business cooperation is established within 12 months from Supplier’s confirmation of its interest to be connected with the Purchaser (the “Business Revenue”). The Provider is entitled to receive the commission irrespective of whether the cooperation is related to the offer or project, in context of which the Users were connected.

5.3. The Supplier shall pay the commission:

5.3.1. In the amount of 5 % of the Business Revenue provided both the Supplier and the Purchaser are located in the same country;

5.3.2. In the amount of 10 % of the Business Revenue provided the Supplier and the Purchaser are located in different countries.

5.4. The commission is payable monthly based on the Business Revenue for the previous calendar month. Business Revenue for a calendar month means the price of services performed by the Supplier in the given calendar month irrespective of when such services are invoiced to the Purchaser. E.g., even if the Supplier invoices services performed in a certain month half a year later, the Provider is entitled to the commission in relation to the month in which the services were rendered.

5.5. The Supplier may choose a day of month on which invoices for commission will be issued by the Provider; this date will be the date of taxable supply for VAT purposes. Invoices are due within 14 days from their issue. VAT will be added to the invoice in accordance with relevant legal regulations. The Supplier agrees that invoices will be issued in electronic form and delivered to the email address used for registration.

5.6. Provider’s entitlement to the commission arises at the moment the Supplier and the Purchaser agree on cooperation following Provider’s disclosure of contact details between the Supplier and the Purchaser in accordance with these GTU. An invoice issued by the Supplier to the Purchaser for services rendered within 12 months from the contact details disclosure is always considered as proof of cooperation.

6. RULES FOR SUPPLIERS

6.1. When you post an offer of service you must fill in the price for which you offer your services. Commission is automatically calculated and added to the price stated by you, so that the price offered by you is equal to the price you stated plus the commission. Consequently, potential Purchasers view the price for which you offer your service inclusive of the commission.

6.2. If the Purchaser filled in remuneration offered by them, such remuneration is displayed after deducting our commission.

6.3. You pass us information about Business Revenue for any given calendar month through your user account. Expected Business Revenue is preset in the user account based on information about the value of the project we receive from you or the Purchaser. Before our invoice is issued, you receive a notification with the current amounts of Business Revenue settings. You may adjust the Business Revenue anytime based on actual value and preset the Business Revenue for next months in line with your agreement with the Purchaser.

6.4. The amount of Business Revenue set in your user account is binding on you, and we have the right to determine our commission on its basis and issue the invoice. If we learn that the amount of Business Revenue was in fact higher than the amount you provided in your user account, we have the right to commission based on the actual Business Revenue. If the amount of the Business Revenue was in fact lower than stated in your user account on the day we issued an invoice, you have no right to claim a partial return of commission.

6.5. If you establish cooperation with any Purchaser within the period of 12 months from confirmation of your interest to be connected with the Purchaser, you have the obligation to inform us within 30 days. We can ask you anytime to provide a declaration to us as to whether you have started cooperation with a Purchaser whom we have put you into contact with. You are obliged to deliver us such declaration within 30 days. The Supplier shall pay the Provider a contractual penalty in the amount of 100 000 CZK in case of failure to notify the Provider about the establishment of cooperation. The Provider is entitled to verify establishment of cooperation with the Purchaser.

6.6. If, after confirmation of your interest to be connected with a Purchaser, you learn that you have communicated with the Purchaser about the same services (the same project), you may provide us proof of such communication with 7 days from disclosure of Purchaser’s contact details to you. If you provide evidence of such communication with the Purchaser, you will not be under obligation to pay us the commission.

6.7. The Supplier is not entitled to set-off its claims against Provider’s claims to commission.

6.8. The Provider is entitled to audit calculation of the commission by requiring the Supplier to submit invoices, other accounting documents or other documentation evidencing the amount of Business Revenue. If you fail to submit such documentation we may withdraw from this Agreement with immediate effect, and we are entitled to a contractual penalty in the amount of 500 000 CZK.

7. RULES FOR PURCHASERS

7.1. When you post an offer to purchase services you may fill in the remuneration that you are offering. If you do so, we calculate our commission and deduct it from the remuneration stated by you, so that the displayed remuneration is equal to the remuneration you entered minus the commission. Consequently, potential Suppliers view remuneration for services they would provide after deduction of our commission.

7.2. The price requested by a Supplier is displayed inclusive of our commission.

7.3. We can ask you anytime to provide a declaration to us as to whether you have started cooperation with a Supplier whom we have put you into contact with. You are obliged to deliver us such declaration within 30 days.

7.4. The Provider is entitled to audit calculation of the commission by requiring the Purchaser to submit invoices, other accounting documents or other documentation evidencing the amount of Business Revenue. If you fail to submit such documentation we may withdraw from this Agreement with immediate effect, and we are entitled to a contractual penalty in the amount of 100 000 CZK.

8. USER’S CODE OF CONDUCT

8.1. Users are obliged to act with fairness, respect and in line with accepted principles of morality in business relations with other Users within the Platform. The Users bear full responsibility for information they enter in the user account, and information they make available to other Users.

8.2. All information about you, your services, projects, prices and remuneration conditions must be genuine. We do not tolerate, in particular, if you attempt to attract other Users with skills or competences you are not able to deliver, or if you promise remuneration that you are not in fact willing to pay.

8.3. We are not an advertisement portal for recruitment agencies searching for human resources for third parties. If we suspect that you act as a recruitment agency (with or without a license), we have the right to cancel your participation in the Platform. We are not a recruitment agency and we do not procure employment.

8.4. Post only serious offers of service or purchase on the Platform. If your working capacity is full, let us and other Users know by updating your user account. If cooperation is established, inform us about its conditions correctly.

8.5. If a User is interested in cooperation with you or we contact you with an opportunity to connect with another User, you have the obligation to react without undue delay.

8.6. Do not post inappropriate content, especially vulgar, offensive, pornographic, defamatory, or otherwise inappropriate content.

8.7. Do not put your contact details or other information into your offers that may enable connecting with you without the use of our service.

9. PROVIDER’S RESPONSIBILITY

9.1. The Provider bears no responsibility for the quality of service provided by Suppliers. It is up to the Purchaser to judge whether the Supplier is capable of delivering the service in quality and time required.

9.2. The Provider bears no responsibility for price and remuneration levels achieved in the course of cooperation among Users. The amount of price/remuneration always depends on agreement between the Purchaser and the Supplier.

9.3. The Provider bears no responsibility for whether a contract is concluded between Users. The Provider shall, however, develop maximum effort to gather and communicate interests of both Users. Agreement on cooperation is up to the Users.

10. LICENSE

10.1. By installing Duxio desktop or mobile Application, we hereby grant you a personal, nonexclusive and nontransferable right to use a copy of the Application solely for the purpose of accessing your user account and Provider’s service (the “License”). The License is not restricted by territory and is granted for a period of existence of your user account. The License applies also to Application updates; the Provider is however entitled to cease supporting and updating the Application at any time. The License is granted for free.

10.2. All intellectual property rights to the Application belong to the Provider, the User is not entitled to use the Application in other way than as permitted by these GTU. The User has no title to duplicate, disseminate or publish graphic features of the Application user interface. The User has no right to modify the Application or its features or to create derivative intellectual property work. Reverse engineering is prohibited.

10.3. The User is not entitled to assign the License or sub-license the Application. You have no right to make the Application accessible to third parties.

11. AGREEMENT TERMINATION AND USER ACCOUNT CANCELATION

11.1. You may terminate this Agreement and request cancelation of the user account anytime. The agreement is terminated upon delivery of notice of termination or by selecting cancellation of user account option directly in your user account.

11.2. We may terminate this Agreement anytime without a notice period and without a reason. We take the step to terminate the Agreement especially when the User acts contrary to User’s Code of Conduct, gives the Provider incorrect information about Business Revenue, fills in incorrect or misleading information in the Platform, or acts unfairly or against morality principles towards the Provider or other Users, or when insolvency or similar proceedings according to local law is initiated against the User. The Agreement automatically terminates upon cancellation of the user account; the Provider will notify the User immediately about the user account cancellation. The User has no claim to compensation in connection with user account or Agreement termination.

11.3. Rights and obligations that have arisen before the termination of the Agreement, remain unaffected by the termination. The Provider is entitled to the commission even after the Agreement is terminated, if and when the Provider disclosed the contact details between the Purchaser and the Supplier in accordance with these GTU within the period of the Agreement. The entitlement to claim the commission arises even in case that cooperation between the Supplier and the Purchaser is established after the Agreement is terminated.

12. DELIVERY, GOVERNING LAW, CHANGES, EFFECTIVE DATE

12.1. Any notices under this Agreement can be made in electronic form. The Provider may deliver notices to the User through the user account or to the email address used for registration. The Provider designates the following email address for correspondence directed to the Provider: info@duxio.com.

12.2. The Provider has the right to change these GTU from time to time. We will notify you of any changes to these GTU at least 30 days in advance by sending you a notification about the changes to your email address; the new GTU will also be displayed after you log into your user account. In case you would not wish to continue using our service and you let us know before the changes become effective, our Agreement will be terminated and your user account will be canceled upon the new version of the GTU becomes effective.

12.3. We may alternatively decide to submit to you new terms of cooperation in the form of new GTU for your approval and acceptance. In such a case we will invite you to accept new GTU through your user account. If you do not accept the new GTU, we may terminate your user account and the Agreement.

12.4. The Provider may change the GTU for material reasons, especially in case of changes to Platform functionalities, expansion of the Platform to new markets, changes to Platform user definition, changes to pricing policy, changes to legal regulations, technical changes, for the purpose of preventing misuse of the Platform, etc.

12.5. The Agreement and these GTU are governed by the laws of the Czech Republic. All disputes arising out of this Agreement and the GTU will be subjected to the exclusive jurisdiction of the competent courts of the Czech Republic determined based on the seat of the Provider.

12.6. These GTU become effective on April 1, 2021.