Terms of Service

1.1  Parties. These terms of service (the "Terms") are concluded between DCXPS SE, a European company (societas Europaea) with its registered seat at Karla Engliše 3208/5, Smíchov, 150 00 Praha 5, Czech Republic, ID No. (IČO) 24546810, registered in the Commercial Register maintained by the Municipal Court in Prague, file No. H 2803, VAT No. CZ24546810 ("DCXPS"), and the business customer that accepts them in the Chapek.io Platform (the "Customer" or "you"), each a "party". These Terms govern your use of the Chapek.io Platform (the "Platform") and of the Managed Sovereign Capacity and related services that you order through it (the "Services").

1.2  Platform Documents. These Terms incorporate the Acceptable Use Policy (the "AUP"), the Service Level Agreement (the "SLA"), the Data Processing Agreement (the "DPA"), the Sovereignty, Security and Assurance Annex ("Annex 08") and the Chapek.io List Prices, each published in the Platform and, except the Chapek.io List Prices, at chapek.io/legal (together, the "Platform Documents"). DCXPS makes these Terms and the Platform Documents available in the Platform before you accept these Terms and before each Order, in a form that you can store and reproduce. The Privacy Notice describes how DCXPS processes Account Data. Where you have concluded a Master Services Agreement with DCXPS, by signature or by acceptance in the Platform, that agreement prevails over these Terms.

1.3  References to the Master Services Agreement. Where you have not concluded a Master Services Agreement with DCXPS: (a) a reference in a Platform Document to the Agreement is a reference to these Terms; (b) a reference in a Platform Document to a clause of the Agreement is a reference to the clause of these Terms that deals with the same matter or, where these Terms contain no such clause, to the referenced clause of the Master Services Agreement published at chapek.io/legal; (c) a clause of that Master Services Agreement to which these Terms refer, or to which a reference is resolved under paragraph (b), applies to your Orders as part of these Terms, and the Platform presents the standard form of that Master Services Agreement, in the version in force, together with these Terms before you accept them, so that it is available to you and known to you (Section 1751(1) of the Civil Code); (d) capitalized terms not defined in these Terms have the meaning given in that Master Services Agreement; and (e) clause 1.2 of that Master Services Agreement applies to the interpretation of these Terms, and a reference in these Terms to a clause is to a clause of these Terms unless another document is named.

1.4  Order of precedence. Where clause 1.3 applies, the following order applies in the event of conflict, the earlier prevailing: (a) the DPA, in respect of personal data; (b) Annex 08; (c) these Terms, including the clauses of the Master Services Agreement that apply under clause 1.3; (d) the Platform order record; (e) the SLA; (f) the AUP; and (g) the Documentation. Otherwise clause 2.3 of the Master Services Agreement applies.

1.5  Letters of Intent. Where you or one of your Affiliates has executed a Chapek Binding Letter of Intent with DCXPS Inc. or with DCXPS under the DCXPS LOI template, reserving capacity, rate and Term (an "LOI"), your Order gives effect to the capacity, rate and Term reserved in the LOI on the terms shown in the Platform. Where the LOI was executed with DCXPS Inc., your Order under these Terms gives effect to the reservation and supersedes the LOI as regards you; the confirmation of the reservation by DCXPS Inc. is recorded with your Order in the Platform.

2.1  Eligibility. DCXPS provides the Services only to legal persons and entrepreneurs established in the EEA or in another jurisdiction under clause 2.3, and only for their business purposes. Consumers may not use the Services. You represent, on accepting these Terms and on placing each Order, that you are established in the jurisdiction stated in your Platform account.

2.2  United States perimeter. DCXPS does not offer or provide the Services to any person established, incorporated or headquartered in the United States of America. You represent that you are not such a person. You shall not procure the Services for the benefit of, or on behalf of, any such person. Persons established in the United States are served by DCXPS Inc., a separate legal entity, under its own terms.

2.3  Other jurisdictions. A customer established outside the EEA and outside the United States may order the Services without approval by DCXPS, subject to clause 13.

2.4  Registration and screening. When you create your Platform account, you shall provide accurate registration, VAT and billing data and the information requested for the screening under clause 13.2, and shall keep them up to date. DCXPS screens you and your Users under clause 13.2 after you create your account and before your first Order or, if earlier, before you conclude a Master Services Agreement with DCXPS, and again before it provisions each Order. The Platform accepts Orders from your account only after the screening has been completed and, where you have elected to contract under a Master Services Agreement, after that agreement has been concluded by signature or by acceptance in the Platform. DCXPS may close the account of a customer that does not satisfy this clause 2 and may decline its Orders under clause 5.1; where an Order is in force, clause 2.5 applies.

2.5  Change of circumstances. You shall notify DCXPS without undue delay if you cease to satisfy clause 2.1 or 2.2, including as a result of a change of control. DCXPS may then terminate the affected Orders on thirty (30) days' notice, with a pro-rata refund of the Term Fee for the unused part of the Service Period; clause 8 applies to the exit.

3.1  Account. You are responsible for your Platform account, for all activity under it and for the compliance of your Users with these Terms and the AUP.

3.2  Credentials and keys. You shall keep the credentials of your Platform account confidential and shall enable multi-factor authentication for administrative and billing roles. You shall notify DCXPS without undue delay of any suspected compromise of your credentials or of the encryption keys you hold. DCXPS is not liable for loss of Customer Data that results from the loss of keys held by you.

4.1  Managed Sovereign Capacity. DCXPS provides the Services as Managed Sovereign Capacity: dedicated bare-metal GPU servers allocated exclusively to you for the Term, with private networking and dedicated storage, at the DCXPS Facility in the Czech Republic, with the Pre-installed AI Stack listed in the Platform at the time of the Order and with the provisioning, orchestration, Chapek AI Studio, metering, reporting and support ticketing functions of the Platform, as described in the Documentation. DCXPS operates the servers, the Units and the DCXPS Facility, including power, cooling, hardware and maintenance, and separates your servers, networks and storage logically from those of other customers. DCXPS does not install or operate servers at your premises or at the premises of a third party.

4.2  Sovereignty Commitments. DCXPS provides the Services under the Sovereignty Commitments in clause 6 of the Master Services Agreement and in Annex 08, which apply to your Orders. In particular: (a) Customer Data, Account Data and Service Telemetry are stored and processed only in the Union (the card schemes through which the Payment Processor settles card payments act as independent controllers of card payment data under the Privacy Notice and are outside this commitment); (b) technical support is initiated and performed only from the Union by personnel who satisfy clause 6.7 of the Master Services Agreement; (c) every subcontractor with access to the Services, and the Payment Processor, is established in the Union; (d) DCXPS does not transfer personal data to a Third Country and does not permit remote access to it from a Third Country; and (e) DCXPS Inc. holds no administrative credentials, decryption keys, privileged accounts or other means of access to the Services, your Platform account or Customer Data, and performs no operational, security or support function for DCXPS.

4.3  No training and no monitoring. DCXPS does not use Customer Data, Exportable Data or data generated by your use of the Services to train, fine-tune, evaluate or improve any AI model or system, whether its own or a third party's, and binds its subcontractors by contract to the same prohibition. DCXPS does not monitor, access, review or use Customer Data except as you instruct under the DPA, to the extent strictly necessary to provide, secure and support the Services, or as Union or Czech law requires. DCXPS has no general obligation to monitor Customer Data or to actively seek facts or circumstances indicating illegal activity (Article 8 of Regulation (EU) 2022/2065 (the "DSA")).

4.4  Changes to the Services. DCXPS may modify the Services and the Platform to improve their security, performance or features, provided that the modification does not materially reduce the functionality, security or sovereignty characteristics of the Services you have ordered. DCXPS announces each modification through the Platform and updates the Documentation accordingly. A modification that materially reduces those characteristics is a "Material Adverse Change", and you may terminate the affected Order under clause 9.4.

4.5  Beta features. Features identified in the Platform as beta are provided without the service levels of the SLA and without the warranty in the first sentence of clause 12.1, and DCXPS may withdraw them on notice through the Platform.

4.6  AI engineering support. Each Order includes one AI engineering engagement at no additional charge, scoped from the catalog shown in the Platform at the time of the Order (AI DevOps migration; post-training of open-source models; RAG pipeline setup; open-source model deployment and serving; custom AI stack configuration) and performed by DCXPS engineers located in the EEA together with your technical team. Where an LOI reserves the engagement, your Order gives effect to that reservation. Additional engineering hours are provided at the rates shown in the Platform. AI engineering support involves human intervention and is identified separately in the Order and in the tax documents.

5.1  Orders. You place Orders exclusively through the Platform. The Platform order record is the authoritative record of the server configuration, number of servers, DCXPS Facility, Term, Service Period, Fees and options ordered, and DCXPS retains it in the Platform in a form that you can store and reproduce. DCXPS confirms an Order in the Platform after the screening under clause 2.4 has been completed and the Term Fee has been received, and the Order binds DCXPS from its confirmation. DCXPS may decline an Order where the ordered capacity is not available at the DCXPS Facility, where you do not satisfy clause 2 or where the screening has not been completed, and refunds any amount paid for a declined Order within fourteen (14) days.

5.2  Provisioning. DCXPS provisions the Services through the Platform after receipt of the Term Fee. Target RFS Dates shown in the Platform are estimates, and the Service Period starts on the RFS Date. You shall report through the Platform, within five (5) Business Days after the RFS Date, any respect in which the provisioned configuration does not conform to the Order, and DCXPS corrects a reported non-conformity without undue delay. If the RFS Date has not occurred within thirty (30) days after the target RFS Date for reasons attributable to DCXPS, you may withdraw from the Order by notice through the Platform, and DCXPS refunds the Term Fee within fourteen (14) days of the notice. No other remedy applies to late provisioning.

5.3  Prices. The Fees are the prices in the Chapek.io List Prices at the time of the Order for the server configuration and the Term (monthly, quarterly or annual) you select, together with the price of any option selected in the Order. The Fees are fixed for the Term, are exclusive of VAT, and include storage, bandwidth, egress and the support model described in the SLA. The Chapek.io List Prices identify the server configuration, the monthly price per server (730 hours) and the resulting Term Fee for each Term. Where you or one of your Affiliates has executed an LOI, the rate reserved in the LOI applies, together with the early-adopter benefit shown in the Platform for LOI signatories registered on the Platform by the date stated there. Any other discount applies only where it is shown in the Platform at the time of the Order. Before you confirm an Order, the Platform shows the total Term Fee, the Fees for the committed Term and the renewal rule (Article 29(4) of Regulation (EU) 2023/2854 (the "Data Act")).

5.4  Prepayment. All Fees are paid in advance of consumption. The Term Fee for each Service Period is due before that Service Period starts and is paid: (a) by card through the Payment Processor at the time of the Order and at each renewal; or (b) by bank transfer against a pro-forma document issued by the Platform, in which case provisioning or renewal takes place after the funds have been credited to DCXPS's bank account. Metered or optional items, where offered, are drawn from your Prepaid Balance and are suspended when the Prepaid Balance is exhausted. DCXPS grants no credit terms and does not invoice in arrears.

5.5  Tax documents and receipts. The Platform issues a tax document for each payment received within fifteen (15) days of the day on which the obligation to declare the tax or the supply arose (Section 28(1)(d) and (8) of Act No. 235/2004 Coll., on Value Added Tax, as amended), issues a receipt for each card payment, and makes both available in your Platform account. Tax documents are issued to the VAT and invoicing details on record at the time of payment, and you shall keep those details accurate.

5.6  Renewal. An Order renews for successive Service Periods of the same length at the Chapek.io List Prices then in force for its Term, subject to receipt of the renewal Term Fee under this clause, unless, by 24:00 Central European Time or Central European Summer Time, as in force, on the thirtieth (30th) day or, for a monthly Service Period, on the fourteenth (14th) day before the last day of the current Service Period (the "Non-Renewal Deadline"), you have disabled renewal in the Platform or a notice of non-renewal given by either party has been delivered to the other party. The Non-Renewal Deadline applies whether or not it falls on a Business Day. The Platform charges the renewal Term Fee to your registered card, or issues the pro-forma document, on the day after the Non-Renewal Deadline. A renewal Term Fee charged or paid under this clause is not refunded, except as provided in clause 5.10. Subject to receipt of the renewal Term Fee and to clause 8, where you disable renewal or a notice of non-renewal is given after the Non-Renewal Deadline, the Order renews for one further Service Period and ends at the end of that Service Period. If the renewal Term Fee has not been received by the end of the current Service Period, the Order does not renew, the Services end on that date and clause 8.4 applies.

5.7  Non-payment and chargebacks. DCXPS may withhold the provisioning of an Order for which payment has not been received and may suspend the Services under clause 9.5 where a card payment is reversed or charged back. Amounts due and unpaid bear default interest at the statutory rate (Section 1970 of Act No. 89/2012 Coll., the Civil Code, as amended (the "Civil Code"), and Government Regulation No. 351/2013 Coll.) from the due date until payment.

5.8  No egress charges. DCXPS charges no fee for data egress, bandwidth, data retrieval or switching, including the retrieval of Exportable Data under clause 8. This clause applies from the Effective Date, irrespective of the transitional regime in Article 29 of the Data Act.

5.9  Disputed charges. You shall notify DCXPS through the Platform of any disputed charge, with reasons, within fifteen (15) Business Days of the tax document. DCXPS reviews the dispute within ten (10) Business Days and corrects any error by credit to your Prepaid Balance or by refund. Clause 15.1 applies to any remaining dispute.

5.10  Refunds. Term Fees paid for a Service Period are not refunded except as follows: (a) DCXPS refunds the Term Fee pro rata for the unused part of the Service Period where DCXPS terminates under clause 2.5, where you terminate under clause 9.4, under clause 10.2, under section 6 of the SLA (chronic failure) or after an objection to a new subcontractor or sub-processor (clause 23.2 of the Master Services Agreement; section 5.2 of the DPA), where you withdraw under clause 9.3 for a substantial breach by DCXPS, or where either party terminates for force majeure under clause 22.1 of the Master Services Agreement; (b) DCXPS refunds the Term Fee in full where you withdraw under clause 5.2 or DCXPS declines an Order under clause 5.1; and (c) DCXPS refunds or credits amounts as provided in clause 5.9 and in the SLA. Unless these Terms state a shorter period, DCXPS pays a refund within thirty (30) days after the termination or withdrawal takes effect, by the method used for the payment or, at your election, by credit to your Prepaid Balance. Prepaid Balance not consumed when these Terms end is refunded within 30 days.

5.11  Taxes. The Fees are exclusive of value added tax and of other applicable taxes. If you are a taxable person established in another Member State, the Platform issues tax documents without Czech VAT under the reverse-charge mechanism, and you account for the VAT in your Member State; DCXPS treats you as a taxable person where you provide a VAT identification number verified in the VAT Information Exchange System, and as a non-taxable person where you provide none, unless DCXPS has information to the contrary. If you are a public body or another non-taxable person established in another Member State, DCXPS applies the VAT of your Member State through the One-Stop-Shop scheme where the Services qualify as electronically supplied services; services involving more than minimal human intervention, including the AI engineering support under clause 4.6, are invoiced with Czech VAT. If you are established in the Czech Republic, DCXPS charges Czech VAT. If the law of your jurisdiction requires a withholding from any payment, you shall increase the payment so that DCXPS receives the amount it would have received without the withholding, unless treaty relief applies on documentation you provide.

5.12  Price changes. DCXPS may change the Chapek.io List Prices on sixty (60) days' notice through the Platform, with effect from the first Service Period that starts after the notice period. The Fees for an Order are fixed for its Term.

6.1  Customer Data. As between the parties, you own all Customer Data, including models, weights, fine-tuned models and outputs generated by your use of the Services. DCXPS acquires no rights in Customer Data other than the limited right to process it to provide the Services.

6.2  Personal data. DCXPS processes personal data in Customer Data as your processor under the DPA, which you accept together with these Terms. DCXPS processes Account Data, including payment data processed through the Payment Processor, as an independent controller, as described in the Privacy Notice. DCXPS stores no full card numbers; card data is processed only by the Payment Processor under PCI DSS.

6.3  Security. DCXPS implements and maintains the technical and organizational measures in Annex B of the DPA and in Annex 08, aligned with ISO/IEC 27001 and with Article 21 of Directive (EU) 2022/2555 as transposed by Act No. 264/2025 Coll., on Cybersecurity, irrespective of whether DCXPS is a regulated entity under that Act at the relevant time. You are responsible for backing up Customer Data unless your Order includes managed backup, for the encryption keys and credentials you hold, and for the security of the software, workloads and configurations you operate on your servers above the Pre-installed AI Stack.

6.4  Incidents. DCXPS notifies you through the Platform and by e-mail of any security incident affecting your servers, your Platform account or Customer Data without undue delay and in any event within twenty-four (24) hours after becoming aware of it, with the information then available, and provides updates and a final report within thirty (30) days.

7.1  Acceptable use. You shall use the Services in accordance with these Terms, the AUP, the Documentation and applicable law. You are responsible for all use of the Services by your Users.

7.2  Digital Services Act. DCXPS provides the Services as a hosting service to which Article 6 of the DSA applies. The AUP states the restrictions that DCXPS imposes on the use of the Services (Article 14 of the DSA), the notice-and-action mechanism (Article 16 of the DSA), the statement of reasons that DCXPS gives you when it restricts content or the Services, with information on the redress available to you (Article 17 of the DSA), the contractual review of such measures and the points of contact of DCXPS (Articles 11 and 12 of the DSA).

7.3  AI Act. DCXPS provides computing infrastructure and platform services and does not place on the market, put into service or deploy any AI system or general-purpose AI model on your behalf. You are solely responsible for your obligations as provider, deployer, importer or distributor under Regulation (EU) 2024/1689 in respect of any AI system or model that you develop, fine-tune, serve or use through the Services, including the obligations that arise where you modify a general-purpose AI model. Where DCXPS makes third-party models available through the Platform, the respective roles are allocated in the Order.

8.1  Right to switch. You may at any time terminate an Order in order to switch to another provider of data processing services or to on-premises infrastructure, or to erase your Exportable Data, by notice through the Platform with a notice period not exceeding two (2) months (the "Switching Notice"). On expiry of the Switching Notice you shall inform DCXPS whether you will switch to another provider, identifying that provider, move to on-premises infrastructure, or erase your data. Term Fees already paid for the current Service Period are not refunded on switching. You are not charged for any Service Period that starts after the end of the transitional period.

8.2  Transitional period. A transitional period of thirty (30) calendar days starts on expiry of the Switching Notice where you elect to switch to another provider or to on-premises infrastructure. During the transitional period the Order remains in force, and DCXPS shall: (a) provide reasonable assistance to you and to the authorized third parties you designate; (b) act with due care to maintain business continuity and continue to provide the Services; (c) provide clear information on known risks to continuity; and (d) maintain a high level of security, including of Customer Data in transit and during retrieval. If DCXPS demonstrates that the 30-day period is technically unfeasible, it shall notify you within fourteen (14) Business Days of the Switching Notice, with reasons, and propose an alternative period not exceeding seven (7) months. You may extend the transitional period once by the period you consider appropriate. The Order is deemed terminated (i) upon successful completion of the switching process or (ii) where you elect erasure of your Exportable Data and digital assets without switching, upon expiry of the notice period stated in the Switching Notice. DCXPS notifies you of the termination through the Platform.

8.3  Exportable Data and formats. "Exportable Data" means the input and output data, including metadata, directly or indirectly generated or co-generated by your use of the Services, excluding assets of DCXPS or of third parties that are protected by intellectual property rights or constitute trade secrets (Article 2(38) and Article 25(2)(e) of the Data Act). Your Order lists exhaustively the categories of data and digital assets that can be ported, including at least all Exportable Data, and any categories exempted on trade-secret grounds. DCXPS shall make all Exportable Data and digital assets available for retrieval in a structured, commonly used and machine-readable format, through the export functionality and interfaces described in the Documentation, and shall support your exit strategy, including by providing relevant information.

8.4  Retrieval and erasure. Unless you elect erasure without switching, DCXPS shall keep Exportable Data available for retrieval, at no charge, for at least thirty (30) calendar days after the end of the transitional period or, where an Order ends by expiry or non-renewal, after the end of the last Service Period (the "Retrieval Period"). After the Retrieval Period, or a later date agreed in writing, DCXPS shall erase all Exportable Data and digital assets within thirty (30) days after the end of the Retrieval Period or of that later date, provided that the switching process, if any, has been completed successfully, and shall certify the erasure on request. DCXPS deletes copies of Customer Data held in backups within ninety (90) days after the end of the Retrieval Period or, where you elect erasure without switching, after termination of the affected Order. Where you elect erasure without switching, DCXPS erases your Exportable Data and digital assets within thirty (30) calendar days after termination of the Order. DCXPS sanitizes data-bearing media by cryptographic erasure and, where media are retired, by purge in accordance with NIST SP 800-88 Rev. 2 before they leave the DCXPS Facility, including before any return to a vendor, and confirms the sanitization in writing on request.

8.5  No switching charges. DCXPS charges no switching charges, egress charges or early-retrieval charges for the switching process. Where you have selected a quarterly or annual Term, the Fees for the committed Term are shown in the Platform before you place the Order; no other early-termination amount applies.

8.6  Functional equivalence and transparency. For infrastructure services within the scope of Article 30(1) of the Data Act, DCXPS shall take all reasonable measures in its power to facilitate functional equivalence in the use of the destination service. For other Services, DCXPS makes open interfaces available in accordance with Article 30(2) and (3) of the Data Act. DCXPS publishes and keeps up to date, on the web page identified in Annex 08, Part D, the jurisdiction to which the ICT infrastructure deployed for the Services is subject and a general description of the technical, organizational and contractual measures adopted to prevent international governmental access to or transfer of non-personal data held in the Union where such access or transfer would conflict with Union or Czech law (Article 28 of the Data Act).

9.1  Term. These Terms take effect when you accept them in the Platform (the "Effective Date") and continue until terminated under this clause 9. Each Order runs for its Term from its RFS Date and renews under clause 5.6.

9.2  Termination for convenience. You may disable the renewal of any Order in the Platform at any time; the Order then ends at the end of the current Service Period or, where you disable renewal after the Non-Renewal Deadline, at the end of the Service Period for which the Order renews under clause 5.6. Disabling renewal gives no right to a refund of Term Fees already paid. You may terminate these Terms by closing your Platform account at a time when no Order is in force. DCXPS may terminate these Terms for convenience on six (6) months' notice; Orders then in force are not affected and continue until the end of their current Service Period or, for an annual Term, until the end of the Term.

9.3  Withdrawal. Either party may withdraw from these Terms or from the affected Order by written notice under clause 15.4, with effect from delivery of the notice, if: (a) the other party commits a substantial breach of these Terms within the meaning of Section 2002(1) of the Civil Code; or (b) the other party becomes insolvent, enters into liquidation, is the subject of an insolvency petition that is not dismissed within sixty (60) days, or ceases to carry on business. The parties agree that the following breaches are substantial: (i) a breach capable of remedy that is not remedied within thirty (30) days after written notice specifying the breach; (ii) a breach incapable of remedy; and (iii) in your case, a breach of clause 2, a breach of the AUP that creates a risk to DCXPS, to other customers or to third parties, or a breach of clause 13. The DPA lists further substantial breaches by DCXPS in its section 10.2; for those events the withdrawal is limited to the affected Order unless the event affects every Order. No other breach is a substantial breach.

9.4  Termination for sovereignty events. You may terminate an affected Order on thirty (30) days' notice, with a pro-rata refund of the Term Fee for the unused part of the Service Period, if: (a) DCXPS notifies, or you otherwise establish, a change in the ownership or control of DCXPS that makes the representation in clause 6.2 of the Master Services Agreement untrue; (b) DCXPS makes a Material Adverse Change; or (c) DCXPS fails to remedy a non-conformity with clause 6.1 or clause 6.3 of the Master Services Agreement within thirty (30) days after becoming aware of it under Annex 08, Part B, section B.3.3.

9.5  Suspension. DCXPS may suspend the Services, in whole or in part, to the extent necessary: (a) to comply with an order of a competent Union or Czech authority or court; (b) to prevent or contain a security incident or a breach of the AUP that creates a risk to DCXPS, to other customers or to third parties; (c) under clause 5.7; or (d) where the screening under clause 13.2 identifies a listed person. DCXPS gives prior notice through the Platform where practicable, limits the suspension to what is necessary and lifts it as soon as the ground has ceased. Suspension does not delete Customer Data. A suspension attributable to you does not extend the Service Period and gives no right to Service Credits or to a refund.

9.6  Consequences. Termination of or withdrawal from these Terms ends every Order with effect from the date on which the termination or withdrawal takes effect, subject to clause 9.2. On the termination of, withdrawal from or expiry of an Order: (a) clause 8 applies; (b) you shall pay any Fees accrued and unpaid; (c) DCXPS refunds any amount due under clause 5.10; (d) where DCXPS withdraws under clause 9.3 for a substantial breach by you, the Term Fee paid for the current Service Period, up to the Term Fee for three (3) months, is forfeited to DCXPS as a contractual penalty, and, by derogation from Section 2050 of the Civil Code, DCXPS's right to claim damages exceeding the penalty is preserved; and (e) clauses 1, 5.7, 5.10, 6, 8, 11, 12, 14 and 15, and every other clause that by its nature is intended to survive, survive.

10.1  Changes by DCXPS. DCXPS may change these Terms, the SLA, the DPA, Annex 08, the AUP and the Documentation (each a "Change") to a reasonable extent where the Change is required by a change in law or by a decision of a competent authority, is needed to address a security risk or abuse of the Services, reflects a modification of the Services or of the Platform under clause 4.4, reflects a change in DCXPS's operations, certifications, subcontractors or supply chain, corrects an error or an ambiguity, or adapts the commercial terms for Service Periods that have not yet started. DCXPS announces each Change to you through the Platform and by e-mail to your notice address, stating the Change, its reasons and the date on which it takes effect, at least sixty (60) days before that date, or at least fourteen (14) days before it where the Change is required to address a security risk or abuse or a change in law that allows no longer period. A Change to the Documentation that only describes a modification under clause 4.4 takes effect with that modification.

10.2  Right to reject. You may reject any Change by terminating the affected Orders, or these Terms, by notice through the Platform before the Change takes effect, with effect from that date and with a pro-rata refund of the Term Fee for the unused part of the Service Period. No other obligation is attached to that termination (Section 1752(1) of the Civil Code). If you do not terminate, the Change applies to your Orders from the date on which it takes effect.

10.3  Effect of a Change. A Change does not alter the Fees payable for a Service Period that you have already paid for, and a Change that reduces a commitment of DCXPS under clause 4.2, 4.3 or 14.2 or under clause 6 of the Master Services Agreement, the SLA, the DPA or Annex 08, Part B applies to a running Order only from the start of its next Service Period unless the Change is required by law. DCXPS keeps every version of these Terms and of the Platform Documents, with its effective date, available in the Platform. Clause 5.12 governs changes to the Chapek.io List Prices.

11.1  License. DCXPS and its licensors retain all intellectual property rights in the Platform, the Documentation and the other DCXPS materials. DCXPS grants you a non-exclusive, non-transferable, non-sublicensable license for the Term of each Order to use the Platform and the Documentation solely for your internal purposes and those of your Affiliates in connection with the Services. You shall not copy, modify, reverse engineer, decompile or create derivative works of the Platform except as permitted by mandatory law, and shall not remove proprietary notices.

11.2  Third-party and open-source software. Open-source components included in the Services are licensed under their own terms, which prevail over these Terms for those components to the extent of any conflict. Third-party models made available through the Platform are subject to the model license terms identified in the Order.

12.1  Warranty and remedies. DCXPS warrants that it performs the Services with reasonable skill and care, in accordance with the Documentation and the SLA. Except as expressly stated in these Terms, and to the extent permitted by law, all warranties, conditions and terms implied by statute or otherwise are excluded. DCXPS does not warrant that the Services will be uninterrupted or error-free, that any AI model will produce any particular output, or that the Services will meet requirements not stated in the Order. Service Credits under the SLA, applied automatically by the Platform, are your sole financial remedy for a failure to meet a service level, without prejudice to your rights under clause 9.3 and under section 6 of the SLA. Your rights from defective performance of the Services are those stated in these Terms, the SLA and the DPA; this clause 12.1 constitutes your written waiver, under Section 1916(2) of the Civil Code, of any further rights from defective performance. The Platform presents this clause, clause 4.5 and clause 9.6(d) for your separate and express acceptance before your first Order, and you confirm that you have read and accept them.

12.2  Cap. Subject to clause 12.4, the total aggregate liability of each party arising out of or in connection with an Order, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the Fees paid under that Order in the twelve (12) months preceding the event giving rise to the claim or, where the event occurs in the first 12 months of the Order, twelve times the average monthly Fees under that Order.

12.3  Excluded damage. Subject to clause 12.4, neither party is liable to the other for lost profit, lost revenue, lost business opportunity, loss of anticipated savings or reputational harm. Loss or corruption of Customer Data caused by a breach of Annex 08 or of the DPA by DCXPS is direct damage recoverable up to the cap in clause 12.2.

12.4  Unlimited liability and special cap. Nothing in these Terms limits or excludes liability: (a) for death or personal injury or for harm to a person's natural rights; (b) for harm caused intentionally or by gross negligence (Section 2898 of the Civil Code); (c) for fraud; or (d) that cannot be limited under applicable law. Liability for breach of clause 14.1 or of clause 4.2(e) is limited to an amount equal to the cap in clause 12.2 for the Order to which the breach relates or, where the breach relates to no Order, to the highest Fees paid under these Terms in any period of twelve (12) consecutive months; this amount applies separately from, and in addition to, the cap in clause 12.2.

12.5  Service Credits. Service Credits applied under the SLA count towards the cap in clause 12.2.

13.1  Sanctions and export control. You represent that neither you, nor any of your owners of ten percent (10%) or more, directors or Users, is a person listed on, or owned or controlled by a person listed on, any sanctions list of the United Nations, the Union, the Czech Republic or, to the extent applicable to the Services or the servers, the United States or the United Kingdom, and that you are not established in a country or territory that is the subject of comprehensive sanctions or an embargo imposed by any of them. You shall comply with Regulation (EU) 2021/821, including its Annex I as replaced by Commission Delegated Regulation (EU) 2025/2003, and with the other export-control laws applicable to the Services and the servers. You shall not use the Services for any end use prohibited by those laws, including nuclear, chemical, biological or missile-related activities and military end uses in destinations subject to an arms embargo, and shall not provide access to the Services to any person or destination to which such access is prohibited.

13.2  Screening. DCXPS screens you and your Users against the applicable sanctions lists after you create your Platform account and before your first Order or, if earlier, before you conclude a Master Services Agreement with DCXPS, before each provisioning and periodically. You shall provide the information reasonably requested for the screening. Where the screening identifies a listed person, DCXPS may close your account where no Order is in force, suspend the Services under clause 9.5 or withdraw under clause 9.3.

13.3  Anti-corruption. Each party shall comply with the anti-bribery and anti-corruption laws applicable to it and shall not offer or accept any improper payment or advantage in connection with these Terms.

14.1  Confidentiality. Clause 14 of the Master Services Agreement applies to these Terms. Customer Data is your Confidential Information irrespective of marking.

14.2  Government Access Requests. DCXPS handles every Government Access Request concerning Customer Data or your Account Data under the Government Access Protocol in Annex 08, Part C. Under that Protocol DCXPS does not disclose Customer Data voluntarily, recognizes a decision of a Third-Country authority only where it is based on an international agreement in force between that Third Country and the Union or the Czech Republic, and challenges a request that is not so based. DCXPS discloses only the minimum data permissible under the request. DCXPS informs you before complying, unless the law prohibits it or the request serves law-enforcement purposes and the information would prejudice that activity, in which case DCXPS informs you as soon as the prohibition ceases.

15.1  Governing law and jurisdiction. These Terms and all non-contractual obligations arising out of or in connection with them are governed by the laws of the Czech Republic, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. The parties shall first attempt to resolve any dispute by negotiation for thirty (30) days from written notice of the dispute. The courts of the Czech Republic have exclusive jurisdiction over any dispute arising out of or in connection with these Terms; the court of first instance with local jurisdiction is the court for the registered seat of DCXPS. Nothing in this clause prevents a party from seeking interim or injunctive relief from a competent court.

15.2  Acceptance and electronic signature. You accept these Terms and, where you elect to contract under it, the Master Services Agreement by clicking "I accept" in the Platform, and you accept each Order and, where a Master Services Agreement applies, each Order Schedule by confirming it in the Platform. The person who accepts confirms that he or she is authorized to bind you. The Platform records each acceptance with the identity of that person, the date and time and the version of these Terms, of the Platform Documents and, where applicable, of the Master Services Agreement accepted, and keeps the record available in your Platform account. Each acceptance so recorded is the electronic signature of that person, given on your behalf, within the meaning of Article 3(10) of Regulation (EU) No 910/2014, as amended, and the parties treat these Terms, the DPA, each Order and, where a Master Services Agreement applies, that agreement and each Order Schedule so accepted as concluded in writing.

15.3  Assignment. You may not assign these Terms or an Order, or transfer rights or obligations under them, without the prior written consent of DCXPS, which may not be unreasonably withheld. DCXPS may assign these Terms and the Orders to a successor entity established in the Union that satisfies clause 6.2 of the Master Services Agreement and assumes all obligations, on written notice to you, and you give your consent in advance to such an assignment in accordance with Section 1897(1) of the Civil Code.

15.4  Notices. Operational notices (Orders, payments, tax documents, incidents, maintenance, Service Credits and service reports) are given through the Platform and by e-mail to the contacts designated in your Platform account, and you accept delivery there. Notices of termination, of withdrawal, of a Government Access Request and of a dispute are additionally sent by e-mail with confirmation of receipt, or by registered post, to the legal contact designated in your Platform account or, for notices to DCXPS, to legal@chapek.io or to the registered seat of DCXPS. Clause 24.2 of the Master Services Agreement applies to deemed delivery.

15.5  Language. These Terms are concluded in English. Any translation is for convenience only; the English version prevails.

15.6  Entire agreement. These Terms, the Platform Documents and the Orders constitute the entire agreement between the parties on their subject matter and supersede all prior agreements, representations and understandings, except an LOI to the extent that clause 1.5 gives effect to it. The parties exclude the application of Sections 1740(3), 1748, 1799 and 1800 of the Civil Code to the extent permitted by Section 1801 of the Civil Code.

15.7  Severability. If any provision of these Terms is invalid or unenforceable, the parties shall replace it by a valid provision closest to its economic purpose, and the remainder of these Terms continues in force.