1. Introductory provisions

1. The Sublicense Provider is the owner of the exclusive license to use the software (author’s work) designated by the name: “Gala Software” (the “Sub-License Subject“).
2. These general terms and conditions (sub-license) (the „GTCS“) govern the rights and obligations between the company Gala Production s.r.o., ID No.: 23198419, with its registered office at Rybná 716/24, Staré Město, 110 00 Prague 1, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, Insert 423076 (the „Provider“), and a natural or juridical person who obtains authorization for the Sub-License Subject (the “Sub-Licensee“), on the basis of or in connection with the sub-license agreement concluded between the Provider and the Sub-Licensee through the Provider’s online store (the „Sub-License Agreement“). The Provider’s online store is operated on the website www.galaproduction.eu (the “Website“). 
3. These GTCS are an integral part of the Sub-License Agreement. The Sub-License Agreement and the GTCS are drawn up in English.
4. Provisions deviating from the GTCS may be negotiated in the Sub-License Agreement. Deviating provisions in the Sub-License Agreement shall prevail over the provisions of the GTCS.
5. The Provider may change or supplement the wording of the GTCS. This provision does not affect the rights and obligations arising during the period of validity of the previous version of the GTCS.
6. If the contracting party is a consumer within the meaning of sec. 419 of Act No. 89/2012 Coll., the Civil Code, as amended (the “Sub-Licensee-Consumer” or “Consumer“), the relations not regulated by the GTCS or the Sub-License Agreement are governed by the Civil Code and the Act No. 634/1992 Coll., the Consumer Protection Act, as amended (the “Consumer Protection Act”).

1. Sub-License
   

    

   1. Upon conclusion of the Sub-License Agreement, the Provider grants the Sub-Licensee a non-exclusive right to use the Sub-License Subject for the entire term of the Sub-License Agreement for a remuneration, only for the purposes and under the conditions agreed in the Sub-License Agreement and in accordance with the Provider’s GTCS. The territorial scope of the exercise of the rights of the Sub-Licensee to the Sub-License Subject is not territorially limited.
   2. The Sub-Licensee shall not be entitled to grant sub-licenses to third parties within the scope of its authorisation under the Sub-License Agreement, in particular, but not exclusively:
      1. the Sub-Licensee shall not be entitled to grant or assign a sub-licence to a third party,
      2. the Sub-Licensee shall also not be entitled to lease or otherwise make the Sub-License Subject available to third parties free of charge or for a consideration without the written approval of the Provider.

1. Conclusion of the Sub-License Agreement
   

    

   1. The electronic form, after filling in all the required data on the Provider’s website, becomes a draft Sub-License Agreement (an offer). The Sub-License Agreement shall arise at the moment of acceptance of this draft by the Provider. From this moment on, the mutual rights and obligations between the Sub-Licensee and the Provider shall arise, which are defined by the Sub-License Agreement and the GTCS. Furthermore, the Provider excludes the acceptance of an offer with an amendment or deviation in accordance with the provisions of sec. 1740 (3) of the Civil Code.
   2. The Provider retains all copyright and other intellectual property rights of the Sub-License Subject and all subsequent copies thereof, regardless of their format. Upon the execution of the Sub-License Agreement pursuant to paragraph 3.1 of the GTCS, the Sub-Licensee shall have certain rights to use the Sub-License Subject to the extent set forth in the Sub-License Agreement and these GTCS. The Provider remains the owner thereof.
   3. The Sub-License Agreement covers all repairs and modifications, updates, upgrades or improvements to the Sub-License Subject provided by the Provider to the Sub-Licensee.
   4. Use of the Sub-License Subject by the Sub-Licensee in a manner other than as expressly permitted in the Sub-License Agreement or these GTCS constitutes a material breach of the Sub-License Agreement, which entitles the Provider to withdraw from the Sub-License Agreement within the meaning of par. 9.3.2 (ii) of the GTCS to require the Sub-Licensee to pay a contractual penalty in the amount of EUR 10.000,- (in words: ten thousand euros). This shall not affect the Provider’s right to compensation for damages. The parties expressly exclude the provisions of Sec. 2050 of the Civil Code.
   5. The Sub-Licensee shall not be obliged to use the Sub-License Subject.

1. Sub-License Remuneration
   

    

   1. The price for the Sub-License Subject (i.e. access to the content of the Software) is set according to the current price list published on the Website (the “Sub-License Remuneration”) unless the parties agree otherwise. The Sub-License Remuneration includes regular updates to the Sub-License Subject and support for the duration of the Sub-License Agreement.
   2. The Sub-License Remuneration shall be deemed to be paid with respect to the choice of payment method only after crediting the entire amount of the Sub-License Remuneration to the Provider’s bank account.
   3. In the event of non-payment of the Sub-License Remuneration in accordance with the concluded Sub-License Agreement or within the terms set out in par. 9.3.2.(i) of the GTCS, the content of the Sub-License Subject shall not be made available and the Sub-License Agreement shall be cancelled in its entirety.
   4. The Provider shall issue a tax document – invoice to the Sub-Licensee after payment of the Sub-License Remuneration and send it in electronic form to the Sub-Licensee’s e-mail address.

1. Method of payment and access to the Sub-License Subject
   

    

   1. The Sub-Licensee undertakes to pay the Sub-License Remuneration in total and in a single payment within three (3) days from the date of conclusion of the Sub-License Agreement within the meaning of par. 3.1 of the GTCS, unless otherwise agreed.
   2. The Sub-Licensee is obliged to pay the Sub-License Remuneration and, if applicable, the price for the payment method selected by the Purchaser and other agreed prices or fees, by one of the payment methods permitted by the Provider, in particular:

1. by wire transfer to the Seller’s bank account No. 2402658349/2010, held at Fio banka a.s., IBAN: CZ8220100000002402658349, BIC (SWIFT): FIOBCZPPXXX (the “Provider’s Account“);
2. by cashless payment card;
3. by on-line payment via payment systems used by the Provider.

1. All payments shall be made in Euro
2. All costs associated with the chosen method of payment according to par. 5.2 of the GTCS shall be borne by each party separately.
3. The Provider is obliged to access the Sub-License Subject to the Sub-Licensee without delay, but not later than thirty (30) days from the date of crediting the Sub-License Remuneration to the Provider’s Account, unless otherwise expressly agreed.

1. Rights and Obligations of the Parties
   

    

   1. The Sub-Licensee shall not be entitled to:
      1. copy, distribute, reproduce, sever any part of the Sub-License Subject or create derivative versions of the Sub-License Subject;
      2. make the Sub-License Subject available to third parties (i.e. to distribute access data to the Sub-License Subject etc.);
      3. create derivative works based on the Sub-License Subject;
      4. use the Sub-License Subject in any manner that is not permitted under these GTCS and the Sub-License Agreement or is illegal or contrary to good morals.
   2. The Sub-Licensee is obliged to:
      1. use and dispose of the Sub-License Subject only in a manner that complies with the GTCS, the Sub-License Agreement and the legal regulations valid and effective under the law of the country in which the Sub-License Subject is used and, in particular, in accordance with the applicable restrictions arising from copyright and other intellectual property rights;
      2. pay the Sub-License Remuneration and any other fees under the Sub-License Agreement in due and timely manner;
      3. ensure the Provider’s proper and fullest cooperation for the purpose of performance of the Sub-License Agreement;
      4. notify the Provider promptly in writing of any changes to its identifying information under the Sub-License Agreement no later than seven (7) working days after the date on which such change occurs;
      5. keep confidential all facts of which it has become aware in connection with the conclusion and performance of the Sub-License Agreement, unless such facts are generally known.
   3. The Provider is obliged to:
      1. make the Sub-License Subject accessible to the Sub-Licensee;
      2. provide technical support and updates to the Sub-Licensee during the access to the Sub-License Subject;
      3. ensure proper and uninterrupted functionality of the Sub-License Subject for the duration of the Sub-License Agreement, in accordance with the functionality of the initial software provided by the Originator;
      4. notify the Sub-Licensee promptly in writing of any changes to its identifying information under the Sub-License Agreement no later than seven (7) working days after the date on which such change occurs.
   4. The Provider shall be entitled to limit the scope of the access to the Sub-License Subject granted to the Sub-Licensee if the Sub-Licensee is in default in payment of any amount due in accordance with the Sub-License Agreement and the GTCS.
   5. If a party breaches an obligation under the GTCS or the Sub-License Agreement, or if it can and should have knowledge of such a breach, it shall without undue delay notify the other Party that may be affected and warn it of the possible consequences; in such a case, the affected party shall not be entitled to compensation for the damage that it could have avoided after notification.

1. Protection of the granted rights
   

    

   1. If the Sub-Licensee becomes aware of illegal use of the Sub-License Subject by third parties, it shall immediately notify the Provider. Such notification must be made in writing.
   2. In the event that claims are made against the Sub-Licensee for violation of third party rights in connection with the use of the Sub-License Subject, the Sub-Licensee shall notify the Provider without undue delay. The Sub-Licensee undertakes to resolve such claims in coordination with the Provider.

1. Complaints
   

    

   1. Complaints about the Sub-License Subject can only be submitted in writing to the Provider’s e-mail address with an identification of the Sub-Licensee, a description of the complained defect and other relevant facts that prove the existence of a contractual relationship between the Sub-Licensee and the Provider, while other forms of complaint may not be accepted by the Provider.
   2. The Provider undertakes to settle a duly filed complaint with due professional care without undue delay after its receipt, no later than thirty (30) days from the date of receipt of the complaint containing the details specified in par. 8.1. of this article of the GTCS.
   3. The Sub-Licensee undertakes to provide the Provider with the necessary cooperation for the settlement of the complaint, in particular access to the Sub-Licensee’s hardware or software or to provide the Provider with remote access to the Sub-License Subject, etc.

1. Termination of the Sub-License Agreement

1. The Sub-Licensee has the option to withdraw from the already concluded Sub-License Agreement within the meaning of par. 3.1 of the GTCS (cancel or change the order) if it notifies the Provider of this fact in writing to the Provider’s e-mail address within 24 hours from the moment of conclusion of the Sub-License Agreement. Cancellation also means postponement or modification of the concluded Sub-License Agreement.
2. In accordance with the provisions of Section 1829 (1) of the Civil Code, the Sub-Licensee-Consumer has the right to withdraw from the Sub-Licensee Agreement within fourteen (14) days from the date of conclusion of the Sublicensing Agreement. Withdrawal from the Sub-Licensee Agreement must be delivered to the Provider in writing to the Provider’s e-mail address within the period specified in the preceding sentence. The notice of withdrawal must contain the following information: (i) the name of the Provider, (ii) a statement that the Sub-Licensee-Consumer is withdrawing from the contract, (iii) the specification of the Sub-License Subject, (iv) date of conclusion of the Sub-Licensee Agreement, (v) the contact details of the Sub-Licensee-Consumer, including the number of the Sub-Licensee-Consumer’s bank account to which the Sub-License Remuneration will be refunded, (vi) the signature of the Sub-Licensee-Consumer and the date of signature. In the event of withdrawal from the Sub-License Agreement pursuant to this paragraph, the Sub-License Agreement shall be cancelled in its entirety.
3. The Sub-License Agreement shall expire:

1. the termination of copyright or other protection of the Sub-License Subject;
2. withdrawal of the Provider in the event that the Sub-Licensee:

1. is more than twenty (20) days in delay in payment of the Sub-License Remuneration due and fails to remedy the default even within five (5) days after receipt of a notice for payment; or
2. grossly breached the obligations set out in these GTCS or the Sub-License Agreement;

1. termination by either party in the event of a material breach of the Sub-License Agreement or the GTCS by the other party.

1. Mutual communication
   

    

1. Unless otherwise agreed, all correspondence in connection with the Sub-License Agreement must be delivered to the other party in writing, exclusively by e-mail.
2. If either party fails to comply with its information obligation under par. 6.2 (iv.) and par. 6.3 (iv.) of the GTCS, the other party shall not be liable for any damage or other fact which has been or may be caused by such failure or which may arise in direct or indirect connection therewith.

1. Privacy Policy
   

    

   1. The Provider fulfils its information obligation towards the Sub-Licensee within the meaning of Regulation 2016/679 of the European Parliament and of the Council 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), related to the processing of the Sub-Licensee’s personal data for the purposes of the performance of the Sub-License Agreement, for the purposes of the negotiations on the Sub-License Agreement and for the purposes of the performance of the Provider’s public law obligations by means of a separate document.

1. Circumstances excluding liability for impossibility of performance

1. Neither party shall be liable for the impossibility of performance in the event of force majeure.
2. A Force Majeure event is an event which the parties could not have foreseen and which they could not have prevented even by exercising the utmost professional care beyond their control, in particular war, insurrection, strike, natural disasters, changes in legislation and others.
3. In the event that the event referred to in the preceding paragraph occurs, the parties are obliged to notify each other without undue delay.

1. Final provisions
   

    

   1. These GTCS and all legal relations between the Provider and the Sub-Licensee are governed by the laws of the Czech Republic, in particular Civil Code. The competent courts in all possible disputes between the Provider and the Sub-Licensee are the Czech courts.
   2. For the relationship between the Provider and the Sub-Licensee-Entrepreneur, the provisions of Sec. 1924 of the Civil Code are expressly excluded; the Sub-Licensee-Entrepreneur is not entitled to reimbursement of costs reasonably incurred in the event of a complaint.
   3. In the event that any provision of these GTCS is or becomes invalid, ineffective or unenforceable, the validity, effectiveness and enforceability of the remaining provisions of these GTCS shall not be affected thereby.
   4. In accordance with the Civil Code and the Consumer Protection Act, the Provider informs that the consumer may apply for out-of-court settlement of a consumer dispute to the Czech Trade Inspection Authority for the out-of-court settlement of consumer disputes on the website www.coi.cz. The Czech Trade Inspection Authority handles proposals for out-of-court settlement of consumer disputes in the manner and under the conditions set out in the relevant legislation. For the avoidance of doubt, nothing in these general terms and conditions (sub-license) excludes the possibility for consumers to bring their claims before a civil court.

1.       The Czech Trade Inspection Authority, with its registered office at Štěpánská 44, 120 00 Prague 2, ID No.: 000 20 869, Internet address: www.coi.cz, is competent for out-of-court settlement of consumer disputes arising from the Sub-License Agreement. The online dispute resolution platform located at http://ec.europa.eu/consumers/odr can be used to resolve disputes between the Provider and the Sub-Licensee under a Sub-License Agreement.

1. These GTCS shall apply in the version stated on the Provider’s Website on the date of conclusion of the Sub-License Agreement, unless otherwise agreed in writing between the parties. If the Sub-License Agreement is entered into after the date on which the GTCS is changed, the GTCS shall apply as amended.
2. Contact details of the Provider:

Delivery address: Rybná 716/24, Staré Město, 110 00 Praha

E-mail address: info@galaproduction.eu

Telephone number: +420775533547

1. The Sub-Licensee assumes the risk of change of circumstances within the meaning of the Civil Code.
2. Sub-Licensee by concluding the Sub-License Agreement accepts these GTCS to regulate mutual rights and obligations in connection with the Sub-License Agreement.

These general terms and conditions (sub-license) are valid from [18.09.2023]